Core Viewpoint - The evolution of the Lafang brand's advertising slogan reflects the rapid development of new e-commerce models such as live streaming sales, as the brand seeks to regain its market position in the daily care sector [2][3]. Marketing Strategy - Lafang has actively explored differentiated product positioning strategies in live streaming, establishing multiple official accounts to create a live streaming matrix, and plans to initiate 24-hour live streaming to reach more customers [2]. - The company has significantly increased its sales expenses, with a 22.55% rise in Q1 sales expenses compared to the previous year, amounting to approximately 67.08 million yuan [4]. Financial Performance - In 2024, Lafang achieved a revenue of 889 million yuan, a year-on-year increase of 3.36%, with Lafang brand sales revenue reaching 642 million yuan, up 9.11%, accounting for 72.2% of total revenue [3]. - Despite the growth, Lafang's sales revenue in 2016 was already 654 million yuan, indicating a stagnation in growth [3]. - The net profit for Lafang decreased by 53.3% to approximately 13.05 million yuan, primarily due to increased e-commerce traffic costs and advertising expenses [4]. Channel Optimization - Lafang's sales channels remain predominantly reliant on distribution, with 70.11% of revenue coming from this channel, while e-commerce accounted for about 29.8% [6]. - The company acknowledges the risks associated with its marketing model not adapting to market changes, despite efforts to optimize sales channels and increase e-commerce investment [6]. Research and Development - In 2024, Lafang's R&D investment was 41.61 million yuan, with a R&D expense ratio of 4.68%, which is relatively low compared to the significant increase in sales expenses [7]. - The number of R&D personnel is limited, with only 96 employees in this department, and no PhD holders [7].

Group 1: Market Trends - The infant formula market is moving towards ultra-premium products, with a 2.3% year-on-year growth in total channels from January to April 2025, while offline sales declined by 1.4% and online sales increased by 12.3% [1] - The ultra-premium+ segment grew by 13.3% year-on-year, while the ultra-premium segment declined by 4.8%, high-end by 14.6%, and mid-high-end by 2% [1] - The market share of ultra-premium+ reached 33.2%, and ultra-premium at 31.2%, indicating a significant shift towards higher-end products [1] Group 2: Company Performance - Feihe achieved a revenue of 20.75 billion yuan in 2024, a 6% increase year-on-year, with infant formula revenue at 19.06 billion yuan, up 6.6% [2] - The sales of Feihe's ultra-premium product, Star Flying Fan Zhuo Rui, increased by over 60% year-on-year, reaching 6.7 billion yuan, while the classic Star Flying Fan series saw a decline [2] - Since 2017, Feihe has focused on ultra-premium products, increasing their share in infant formula from 22% in 2016 to 75% in 2024 [2] Group 3: Foreign Brands Performance - Danone reported significant market share growth in China, particularly with its ultra-premium Aptamil series [3] - FrieslandCampina's core infant formula brand, Friso, maintained double-digit growth in the Chinese market in 2024 [3] - Nestlé's infant formula business in China achieved high single-digit growth, with a recovery in the previously declining Wyeth Illuma brand [3] Group 4: Strategic Insights - The decline in newborn numbers has made ultra-premium positioning the most important strategy for infant formula giants [4]

Core Viewpoint - The company is responding to regulatory inquiries regarding its employee stock ownership plan, emphasizing that the plan is designed to align employee interests with company performance and does not constitute financial assistance to participants [1][2]. Group 1: Employee Stock Ownership Plan - The funding for the employee stock ownership plan comes from a long-term incentive fund, with a subscription price set at 16.03 yuan per share, sourced from shares repurchased in the secondary market [1][2]. - The plan aims to bind the interests of key employees to the company's long-term performance, encouraging them to achieve outstanding results and retain talent [2]. Group 2: Performance Assessment Criteria - The performance assessment criteria for the plan include achieving profitability in 2025 and a minimum net profit growth rate of 10% for 2026 and 2027, with no specific monetary targets set [3]. - The company has faced declining revenues over the past three years, with year-on-year decreases of 7.1%, 7.2%, and 13.9% from 2022 to 2024, and recorded a net loss of 830 million yuan in 2024 due to goodwill impairment [3]. Group 3: Revised Performance Indicators - The company plans to revise the performance indicators to include domestic revenue growth rates alongside net profit growth, aiming for a minimum of 10% growth in domestic revenue for 2025, 2026, and 2027 [4][5]. - The revised criteria will also require individual performance assessments for participants, ensuring that both company and personal performance metrics must be met for stock unlock [5]. Group 4: Selection of Participants - The plan includes two senior management personnel whose subscription shares account for 20.85% of the total plan, selected based on their significant contributions to the company's performance and long-term development [6][7]. - The roles of the selected senior management include overseeing daily operations and strategic decision-making, which are crucial for the company's long-term success [6][7].

Core Viewpoint - The company plans to appoint Ernst & Young Hua Ming as its new auditor for the 2025 fiscal year, replacing PwC Zhong Tian, to ensure the independence and objectivity of the audit process [1][7][8] Group 1: Auditor Change Details - The new auditor, Ernst & Young Hua Ming, was established in September 1992 and has over 1,700 certified public accountants, with more than 1,500 having experience in securities-related services [2][3] - Ernst & Young Hua Ming reported a total audited revenue of RMB 5.955 billion for 2023, with audit service revenue of RMB 5.585 billion and securities service revenue of RMB 2.438 billion [2] - The company plans to pay Ernst & Young Hua Ming a maximum of RMB 4.28 million for the 2025 financial statement and internal control audit, along with an additional RMB 400,000 for certain subsidiaries, totaling RMB 4.68 million [5][6] Group 2: Previous Auditor Information - The previous auditor, PwC Zhong Tian, provided audit services for 12 years and issued a standard unqualified opinion in the last audit [6][7] - The decision to change auditors was made to maintain the independence and objectivity of the audit process, following relevant regulations [7][8] Group 3: Approval Process - The audit committee and the board of directors have unanimously approved the appointment of Ernst & Young Hua Ming, with the board voting 9 in favor and none against [8] - The appointment is subject to approval at the company's 2025 annual shareholder meeting [2][8]

证券代码：600315 证券简称：上海家化 公告编号：临2025-034 | | | | | 上年实 | 占同类业 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 关联交易 | | 本次预计 | | 类业 关联人 | | | 实际发 | | 关联人 | | | | | 际发生 | 务比例 | | | 类别 | | 金额 | 务比 | 累计已 | | | 生金额 | | | | | | 金额 | | （％） | | | | | 例（%） | | 发生的 | | 差异较 | | | | | | 交易金 | | | 大的原 | | | | | | 额 | | | 因 | | | 中国平安人 | | | | | | | | | 向关联人 | 寿股份有限 | | 16,000 | 5,774 | | 11,842 | 2.78% | | 销售商品 | 公司 | | | | | | | | 及提供劳 | | | | | | | | | 务 | 深圳万里通 | 4,000 | | 538 | | 2,992 | 0.70% | | 网络信息技 | | | ...

上海家化联合股份有限公司 第一章 总则 第一条 为规范上海家化联合股份有限公司（以下简称"上海家化"或"公司"） 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》"）、《关于上市公司实施员工持股计划试点的指导意见》（以下简称"《指 导意见》"）等相关法律、行政法规、规范性文件和《公司章程》、《上海家化联 合股份有限公司 2025 年员工持股计划（草案修订稿）》之规定，特制定《上海家 化联合股份有限公司 2025 年员工持股计划管理办法（修订稿）》 （以下简称"本管 理办法""《2025 年员工持股计划管理办法》"）。 第二章 本持股计划的制定 第二条 本持股计划的目的 公司依据《公司法》《证券法》《指导意见》等有关法律、行政法规、规章、 规范性文件和《公司章程》的规定，制定了本持股计划草案。 公司员工自愿、合法、合规地参与本持股计划，持有公司股票的目的在于建 立和完善员工、股东的利益共享机制，改善公司治理水平，提高职工的凝聚力和 公司竞争力，调动员工的积极性和创造性，促进公司长期、持续、健康发展。 第三条 本持股计划的基本原则 公司实施2025年员工持股计划，严格按 ...

Group 1 - The board of directors of Shanghai Jahwa United Co., Ltd. held its first meeting on June 4, 2025, with all 9 directors present, and elected Lin Xiaohai as the chairman of the board [1] - The board approved the reappointment of Lin Xiaohai as CEO and General Manager, and Luo Yongtao as CFO and Secretary of the Board, both for a term of three years [2] - The board established various committees, including the Strategic and Risk Management Committee, Nomination Committee, Audit and Risk Management Committee, and Compensation and Assessment Committee, with designated chairs for each [1][2] Group 2 - The board proposed adjustments to the 2025 Employee Stock Ownership Plan to enhance governance and employee engagement, which will be submitted for shareholder approval [4][5] - The board authorized the management to handle specific matters related to the 2025 Employee Stock Ownership Plan, effective upon shareholder approval [5] - The board's decisions regarding related party transactions with China Ping An Insurance Group and its subsidiaries will also be submitted for shareholder review [3]

律师认为，公司本次股东会的召集、召开程序符合法律、法规及《公司章程》 的规定；召集人和出席会议人员的资格合法、有效；表决程序符合《公司章程》 的规定，表决结果合法有效。 特此公告。 上海家化联合股份有限公司董事会 过。 三、 律师见证情况 律师：达健、张安达 证券代码：600315 证券简称：上海家化 公告编号：2025-031 上海家化联合股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ? 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 6 月 4 日 (二)股东会召开的地点：上海市虹口区保定路 527 号八楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： 份总数的比例（%） 62.3301 (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次会议记名投票表决，符合《公司法》及《公司章程》的规定，会议由公司董 事长林小海主持。 (五)公司董事和董事会秘书的出席情况 会议；公司独立董事肖立荣、冯国华 ...

国浩律师（上海）事务所 法律意见书 本所律师是根据对事实的了解和对法律的理解发表法律意见。 国浩律师（上海）事务所 关于上海家化联合股份有限公司 致：上海家化联合股份有限公司 上海家化联合股份有限公司（以下简称"公司"）2025 年第一次临时股东 会（以下简称"本次股东会"）现场会议定于 2025 年 6 月 4 日 13:30 在上海市 虹口区保定路 527 号八楼会议室召开，国浩律师（上海）事务所（以下简称"本 所"）接受公司的委托，指派本所律师出席会议，并依据《中华人民共和国证券 法》、《中华人民共和国公司法》、中国证券监督管理委员会《上市公司股东会 规则》和《上海家化联合股份有限公司章程》（以下简称"《公司章程》"）出 具本法律意见书。 本所律师已经按照有关法律、法规的规定对本次股东会召集、召开程序是否 合法及是否符合《公司章程》、股东会召集人资格的合法有效性、出席会议人员 资格的合法有效性和股东会表决程序、表决结果等发表法律意见。法律意见书中 不存在虚假、严重误导性陈述及重大遗漏，否则愿意承担相应的法律责任。 本法律意见书依据国家有关法律、法规的规定而出具。 本所律师同意将本法律意见书作为公司本次股 ...

Group 1: Core Themes - The fourth China-Central and Eastern European Countries (CEEC) Expo is taking place in Ningbo, showcasing a new paradigm of cross-regional cooperation with a focus on economic, technological, and cultural integration [1][2] - The expo serves as a platform for Central and Eastern European products to enter the Chinese market, with significant participation from various exhibitors [2][3] Group 2: Economic Cooperation - Since the establishment of the China-CEEC cooperation mechanism in 2012, trade between China and CEEC countries has grown at an annual rate of 8.8%, with imports from CEEC countries increasing by 7.4%, both surpassing China's overall trade growth [2] - A total of 126 agricultural products from 14 CEEC countries have gained access to the Chinese market, with 3,430 foreign agricultural enterprises registered [2] Group 3: Technological Collaboration - The expo highlights deepening technological cooperation between China and CEEC countries, featuring innovations in various fields such as artificial intelligence and renewable energy [4][5] - A new exhibition area called "Smart CEEC" showcases advanced technologies, attracting interest from businesses seeking partnerships and development opportunities [4] Group 4: Cultural Exchange - Cultural events, such as a long-table banquet, emphasize the importance of humanistic exchanges in fostering mutual understanding and economic opportunities [7][8] - The launch of the Ningbo-CEEC International Cultural and Art Exchange Center aims to enhance educational cooperation and youth exchanges between China and CEEC countries [8]