北京市汉坤律师事务所 中国北京市东长安街 1 号东方广场 C1 座 9 层 100738 电话：(86 10) 8525 5500；传真：(86 10) 8525 5511 / 8525 5522 北京 上海 深圳 海口 武汉 香港 新加坡 纽约 www.hankunlaw.com 关于 孩子王儿童用品股份有限公司 2024年年度股东会的 法律意见书 汉坤（证）字[2025]第 22219-7-O-1 号 北京市汉坤律师事务所 法律意见书 北京市汉坤律师事务所 关于孩子王儿童用品股份有限公司 2024年年度股东会的法律意见书 汉坤（证）字[2025]第22219-7-O-1号 致：孩子王儿童用品股份有限公司 北京市汉坤律师事务所（以下简称"本所"）接受孩子王儿童用品股份有限公司 （以下简称"公司"或"孩子王股份"）委托，指派本所律师对公司 2024 年年度股东会 （以下简称"本次股东会"）进行法律见证。根据《中华人民共和国公司法》（以下 简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）等有 关法律、法规和规范性文件以及《孩子王儿童用品股份有限公司章程》（以下简称 "《公司章程》"）的规 ...

华泰联合证券有限责任公司关于 一、本次关联交易基本情况概述 孩子王于 2025 年 5 月 15 日召开第四届董事会第一次会议，审议通过《关于 全资子公司参与汉桑（南京）科技股份有限公司首次公开发行股票战略配售暨关 联交易的议案》，根据公司全资子公司南京智领未来智能科技有限责任公司（以 下简称"南京智领未来"）战略发展需要，为加快构建上下游产业链资源体系， 拟对产业链上的优质企业进行投资。公司将以自有资金对全资子公司南京智领未 来增资 5,000 万元，由南京智领未来认购汉桑（南京）科技股份有限公司（以下 简称"汉桑科技"或"发行人"）首次公开发行股票的战略配售股份，认购金额 不超过 5,000 万元，最终金额和股份数量以发行人公布的结果为准。公司全体独 立董事对此召开了独立董事专门会议，全体同意相关议案，董事会审计委员会、 战略委员会审议通过相关议案。 南京星纳赫源创业投资合伙企业（有限合伙）（以下简称"星纳赫源"）持 有汉桑科技 1.6620%股份，江苏大运河星轩创业投资基金（有限合伙）（以下简 称"星轩创投"）持有汉桑科技 1.3850%股份，星纳赫源和星轩创投的私募基金 管理人均为江苏星合投资管理有限 ...

证券代码：301078 证券简称：孩子王 公告编号：2025-040 特别提示： 1、本次股东会未出现否决议案的情形； 2、本次股东会不涉及变更前次股东会决议。 一、会议召开和出席情况 （一）会议召开时间 1、现场会议召开时间为：2025 年 5 月 15 日下午 14:30。 2、网络投票时间：2025 年 5 月 15 日。 其中通过深圳证券交易所交易系统进行网络投票的具体时间为：2025 年 5 月 15 日 9:15-9:25，9:30-11:30 和 13:00-15:00； 孩子王儿童用品股份有限公司 2024 年年度股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误 导性陈述或者重大遗漏。 （七）出席人员： 1、股东出席的总体情况： 通过深圳证券交易所互联网投票系统投票的具体时间为：2025 年 5 月 15 日 9:15 至 15:00 期间的任意时间。 （二）召开地点：江苏省南京市江宁区运粮河东路 701 号孩子王 D 栋 3 楼 会议室。 （三）召开方式：本次会议采取现场表决与网络投票相结合的方式召开。 现场投票：股东本人出席现场会议或者委托他人出席 ...

证券代码：301078 证券简称：孩子王 公告编号：2025-043 孩子王儿童用品股份有限公司 关于选举公司第四届董事会董事长、各专门委员会委员 及聘任高级管理人员、证券事务代表的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误 导性陈述或者重大遗漏。 孩子王儿童用品股份有限公司（以下简称"公司"或"孩子王"）于 2025 年 5 月 15 日召开 2024 年年度股东会和职工代表大会，完成董事会的换届选举工作， 同日公司召开了第四届董事会第一次会议，会议审议通过了《关于选举公司第四 届董事会董事长的议案》《关于选举公司第四届董事会各专门委员会委员的议案》 《关于聘任公司高级管理人员的议案》《关于聘任公司证券事务代表的议案》。 现将有关情况公告如下： 一、选举公司第四届董事会董事长 公司第四届董事会已于 2025 年 5 月 15 日经 2024 年年度股东会及职工代表 大会选举产生。根据《公司法》《公司章程》的相关规定，公司第四届董事会同 意选举汪建国先生为公司第四届董事会董事长，任期自本次董事会审议通过之日 起至本届董事会任期届满之日止。汪建国先生简历详见附件。 二、公司 ...

Core Insights - The company "Kidswant" reported a significant increase in net profit for Q1, achieving a net profit of 31.01 million yuan, representing a year-on-year growth of 165.96% [1] - The company aims to leverage its strong Q1 performance to enhance its ecosystem in Q2, with plans to open new stores targeting young parents and introducing new product categories [1][2] Company Overview - Kidswant has evolved over 16 years from a controversial startup to a leading player in the mother and baby retail sector, with a focus on creating a multifunctional offline community for parents and children [1][2] - The company has implemented a membership system and replaced traditional sales staff with parenting consultants to better meet customer needs [2] Market Trends - The Chinese mother and baby market has seen substantial growth, expanding from 1 trillion yuan in 2010 to over 3 trillion yuan in 2018, with an average annual growth rate of approximately 14.8% [2] - There is a notable increase in demand for high-quality and cost-effective products, particularly in lower-tier cities, where sales growth outpaces that of first-tier cities [3] Strategic Initiatives - Kidswant is expanding its presence in lower-tier markets by opening franchise stores and piloting warehouse store models, with successful sales increases reported in newly opened stores [4] - The company is enhancing its supply chain efficiency through centralized logistics and has launched a digital system for instant retail services, aiming to provide faster delivery options [5] Future Plans - In 2024, Kidswant plans to complete the full acquisition of the northern mother and baby chain, Leyou International, and collaborate with educational firms to develop customized products [7] - The company is focused on building a comprehensive service network rather than just being a retailer, emphasizing the importance of teamwork and collective effort in achieving its goals [7]

Investment Rating - The report maintains an "Overweight" rating for the cosmetics and medical beauty sector, with specific recommendations for various companies based on their market positions and growth potential [5][12][17]. Core Insights - The cosmetics and medical beauty sector has shown weaker performance compared to the market, with the Shenwan Beauty Care Index rising by 1.7% from April 30 to May 9, 2025, which is lower than the Shenwan A Index by 0.6 percentage points [5][6]. - The "Jumeili Conference" held in Shanghai highlighted the industry's development direction amidst a challenging environment, emphasizing the importance of technology-driven beauty, refined operations, and AI assistance [5][12]. - Domestic brands are gaining traction, while international brands are also experiencing growth, with Estee Lauder reporting a return to positive growth in key brands in China during Q1 2025 [5][12][28]. Summary by Sections Industry Performance - The cosmetics and medical beauty sector's performance has been below market expectations, with the Shenwan Cosmetics Index increasing by 2.8%, outperforming the Shenwan A Index by 0.5 percentage points [5][6]. - The report notes a competitive landscape where domestic brands are aggressively entering the market, prompting international brands to rebound [5][12]. Company Analysis - Shanghai Jahwa's Q1 2025 results showed a revenue of 1.704 billion yuan, down 10.59% year-on-year, with a net profit of 217 million yuan, down 15.25% [5][13]. - Estee Lauder's Q3 2025 results indicated a net sales figure of 3.55 billion USD (approximately 25.8 billion yuan), a 10% decline year-on-year, but with a notable increase in gross margin [5][28]. - The report highlights the employee stock ownership plan at Shanghai Jahwa, aimed at binding key personnel and setting profit recovery targets for 2025 [5][17]. Market Trends - The report indicates that the retail sales of cosmetics in Q1 2025 reached 114.9 billion yuan, with a year-on-year growth of 3.2% [22][26]. - The domestic skincare market is projected to continue growing, with local brands capturing a significant market share, reflecting a shift in consumer preferences towards domestic products [36][38]. E-commerce Insights - The report provides data on the performance of domestic brands on e-commerce platforms, with notable growth in GMV for brands like Proya and Marubi [20][19]. - The overall e-commerce landscape for cosmetics is evolving, with brands leveraging social media platforms to enhance visibility and sales [5][12].

Investment Rating - The industry investment rating is "Positive" [2] Core Viewpoints - The new consumption valuation system is being elevated, and expectations for tariff relief in the export chain are strengthening [2] - The report highlights the impact of recent overseas supply disruptions in the paper industry, suggesting that pulp prices may stabilize at low levels [3] - The report discusses the recent "breakthrough" in US-China trade relations, indicating potential for improved tariff negotiations [3] - The new tobacco sector is experiencing robust growth, with Japanese tobacco reporting significant revenue increases [4] - The home furnishing sector is seeing a recovery in orders, particularly in custom furniture, driven by government subsidies and promotional activities [4] - The report notes a positive trend in consumer goods, with several brands launching new products and experiencing sales growth [5] - The packaging industry is performing steadily, with companies like Yongxin and Yutong showing strong growth and profitability [5] - The two-wheeler market is expected to maintain good sales momentum, with new product launches from companies like Ninebot [5] - The gold and jewelry sector is witnessing expansion, with companies like Laopu Gold and Chaohongji opening new stores [5] - The cross-border e-commerce sector is facing challenges due to tariff fluctuations, but some brands continue to show strong growth [5] Summary by Sections Paper Industry - Overseas supply disruptions are frequent, and pulp prices are expected to stabilize [3] - Companies like Sun Paper and Xianhe Co. are highlighted for their potential profit improvements [3] Export Sector - Tariff negotiations between China and the US are progressing, with a notable increase in exports to ASEAN countries [3] - Companies with strong overseas layouts are recommended for investment [3] New Tobacco - Japan Tobacco's new tobacco products are showing impressive growth, with a focus on HNB products [4] - Companies like Smoore International and China Tobacco Hong Kong are noted for their potential [4] Home Furnishing - The sector is recovering with increased orders, particularly in soft furnishings and custom furniture [4] - Key companies to watch include Gujia Home and Mousse [4] Consumer Goods - New product launches are driving sales growth in the consumer sector [5] - Brands like Bubble Mart and Runben are highlighted for their structural growth potential [5] Packaging - Companies like Yongxin and Yutong are performing well, with steady growth and profitability [5] Two-Wheeler Market - Sales are expected to remain strong, with new product launches from Ninebot [5] Gold and Jewelry - Companies like Laopu Gold and Chaohongji are expanding their store presence [5] Cross-Border E-Commerce - Some brands are facing sales slowdowns due to price increases, but others maintain strong growth [5]

Core Points - The China Securities Index Retail Index (H30175) reported at 2454.70 points, showing a low opening and a high closing on May 8 [1] - The Retail Index has increased by 15.21% in the past month, 1.91% in the past three months, but has decreased by 4.84% year-to-date [2] Index Composition - The Retail Index is composed of various sectors classified into 11 primary industries, 35 secondary industries, over 90 tertiary industries, and more than 200 quaternary industries [2] - The top ten weighted stocks in the Retail Index are: - Digital China (9.78%) - Yonghui Superstores (9.67%) - China Duty Free Group (9.13%) - Wangfujing (4.58%) - Kidswant (4.0%) - Aisidi (3.65%) - Nanjing E-commerce (3.6%) - Bailian Group (3.16%) - Tianyin Holdings (3.0%) - Jiangsu Guotai (2.96%) [2] Market Distribution - The market distribution of the Retail Index shows that the Shenzhen Stock Exchange accounts for 53.29%, while the Shanghai Stock Exchange accounts for 46.71% [2] - In terms of industry composition within the Retail Index: - General retail accounts for 46.66% - Specialty retail accounts for 28.35% - Internet retail accounts for 15.85% - Travel retail accounts for 9.13% [2] Sample Adjustment - The index samples are adjusted biannually, with adjustments occurring on the next trading day after the second Friday of June and December [3] - Weight factors are generally fixed until the next scheduled adjustment, but can be altered in case of special events affecting the sample companies [3]

Group 1 - The core viewpoint of the news is that a comprehensive financial policy package has been introduced to support the stability of the market and expectations, particularly benefiting the elderly care sector [1][3] - The People's Bank of China has established a 500 billion yuan service consumption and elderly care relending tool to enhance financial support for key areas such as elderly care and service consumption [3] - The elderly care industry in China is projected to reach a scale of 9 trillion yuan in 2022, with expectations to exceed 12 trillion yuan by 2025, indicating a significant growth phase ahead [4][5] Group 2 - The elderly care concept stocks have shown strong performance, with multiple stocks such as Jinming Precision Machinery and Xinhua Jin experiencing significant price increases, some reaching the daily limit [2] - The new policy tool is an expansion and upgrade of the previous inclusive elderly care relending policy, which had a smaller quota of 40 billion yuan and was initially piloted [3] - The silver economy is expected to grow substantially, with projections indicating it could reach 30 trillion yuan by 2035, accounting for 10% of GDP, driven by various sectors including elderly services and health care [4]

Investment Rating - The industry investment rating is maintained as "Accumulate" [5] Core Viewpoints - The travel and tourism sector shows significant growth, with domestic travel during the May Day holiday reaching 314 million trips, a year-on-year increase of 6.4%, and a 36.4% increase compared to 2019 [1] - The average spending per traveler during the holiday was 574 yuan, reflecting a 1.5% year-on-year increase [1] - The overall retail and catering sales during the holiday increased by 6.3% year-on-year, indicating sustained consumer market vitality [4] Summary by Sections Travel and Tourism - Popular scenic spots saw substantial visitor increases, with notable growth in ticket sales and revenue for various attractions [2] - Long-distance travel destinations in western China experienced ticket sales growth of 100-200% year-on-year [3] - Outbound travel orders increased by 20% year-on-year, while inbound travel orders surged by 130% due to favorable policies [3] Hotel and Accommodation - Hotel bookings during the May Day holiday increased by 24.93% year-on-year, with average booking prices for economy hotels rising compared to last year [2] - High occupancy rates were reported in various regions, particularly in second and third-tier cities [2] Retail and Consumer Spending - Key retail and catering enterprises reported a year-on-year sales increase of 8.7% during the holiday [4] - Specific sectors such as home appliances, automobiles, and communication equipment saw sales growth of 15.5%, 13.7%, and 10.5% respectively [4] - The overall consumer market remains vibrant, with significant increases in foot traffic and sales in major cities [7] Investment Opportunities - The report highlights potential investment opportunities in hotel and tourism companies such as Huazhu Group, Jinjiang Hotels, and Xiangyuan Culture Tourism [8] - The retail sector is expected to benefit from ongoing policy support, with companies like Yonghui Supermarket and Chongqing Department Store identified as key players [8]