Financial Performance - The company's operating revenue for the nine months ended September 30, 2024, was RMB 6,105,328,940.02, a decrease of 29.5% compared to RMB 8,675,386,414.22 for the same period in 2023[3] - The net profit attributable to the owners of the parent company for the same period was a loss of RMB 2,004,729,082.25, compared to a loss of RMB 621,940,809.65 in 2023, representing an increase in loss of 222.5%[4] - The company reported a total comprehensive loss attributable to the owners of the parent company of RMB 2,078,486,215.87 for the period, compared to RMB 769,653,776.34 in 2023[4] Cash Flow and Liquidity - The company's net cash flow from operating activities was a negative RMB 531,418,219.69, a significant decline from a positive RMB 2,768,453,497.54 in the previous year[5] - The company’s cash and cash equivalents at the end of the period were RMB 3,579,296,318.28, an increase from RMB 3,118,251,176.16 at the end of the previous year[5] - Cash and cash equivalents increased significantly to RMB 4,133,287,098.39 from RMB 2,974,052,910.82, representing a growth of 38.83%[8] Expenses - The financial expenses for the company were RMB 1,829,078,193.38, slightly down from RMB 1,878,704,823.68 in the previous year[3] - The company’s R&D expenses were RMB 11,183,169.58, a decrease from RMB 13,771,845.42 in the previous year[3] - The company’s sales expenses were RMB 754,283,033.84, down from RMB 1,120,914,998.33 in the previous year[3] Asset and Liability Management - As of September 30, 2024, the total current assets amounted to RMB 10,195,106,992.55, a slight decrease of 2.23% from RMB 10,427,891,309.98 as of December 31, 2023[8] - The total non-current assets decreased to RMB 108,470,336,593.03 from RMB 110,632,747,089.37, reflecting a decline of 2.00%[9] - The total liabilities as of September 30, 2024, were RMB 67,921,859,728.93, showing a marginal decrease of 0.47% from RMB 68,238,972,398.90[11] - The total equity attributable to shareholders decreased to RMB 47,657,646,755.66 from RMB 49,615,294,277.92, a decline of 3.95%[12] - The company's total borrowings as of the reporting date were RMB 30,265,193,170.37[12] Inventory and Contract Liabilities - The total inventory decreased to RMB 43,128,491.93 from RMB 159,513,922.13, a significant decline of 73.00%[8] - The company's contract liabilities decreased to RMB 775,762,931.29 from RMB 1,137,849,774.30, a decrease of 31.85%[10] Fair Value and Tax Assets - The fair value loss on investment properties was RMB 1,206,180,672.75, an increase in loss of RMB 789,000,000 compared to the previous year[7] - The total deferred tax assets increased to RMB 3,621,456,574.12 from RMB 3,115,229,001.03, an increase of 16.26%[9] Market Conditions - The company attributed the decline in operating revenue to fluctuations in the overall economic environment and a temporary decrease in mall occupancy rates[5]

Financial Performance - Revenue for the six months ended June 30, 2024, was RMB 4,224,862 thousand, a decrease of 25.4% compared to RMB 5,659,926 thousand for the same period in 2023[7]. - Gross profit for the same period was RMB 2,797,379 thousand, resulting in a gross margin of 66.2%, up from 64.0% in the previous year[7]. - The company reported a loss attributable to owners of RMB (1,336,774) thousand, compared to a profit of RMB 128,196 thousand in the prior year, reflecting a loss margin of -31.6%[7]. - Basic and diluted loss per share was RMB (0.31) compared to earnings of RMB 0.03 per share in the previous year[7]. - The company reported a total loss attributable to shareholders of RMB 1,336.8 million, a decline of 1,142.8% compared to a profit of RMB 128.1 million in the same period of 2023[26]. - The core net loss attributable to shareholders was RMB 383.8 million, compared to a core net profit of RMB 251.3 million in the same period of 2023, a decrease of 252.7%[26]. - The company reported a net loss of RMB 1,423,256 thousand for the six months ended June 30, 2024, compared to a profit of RMB 113,449 thousand in the prior year[124]. - The company reported a total comprehensive loss of RMB 1,505,086 thousand for the six months ended June 30, 2024[131]. Operational Metrics - The number of operating self-managed malls decreased to 85 from 87, with a total operating area of 7,885,050 square meters and an average occupancy rate of 81.6%[11]. - The total number of malls operated by the company was 352, with a total operating area of 21,201,448 square meters, covering 210 cities[11]. - The company experienced a decline in the average occupancy rate for managed malls, which fell to 82.8% from 85.7%[11]. - The company operates a total of 85 self-operated malls and 267 managed malls, covering 210 cities across 30 provinces, with a total operating area of 21,201,448 square meters[61]. - The average occupancy rate for self-operated malls is 81.6%, while managed malls have an average occupancy rate of 82.8%[62]. Expenses and Costs - Selling and distribution expenses were RMB 463.2 million, accounting for 11.0% of revenue, a decrease of 23.6% from RMB 606.2 million (10.7% of revenue) in the same period of 2023[22]. - Administrative expenses were RMB 700.4 million, representing 16.6% of revenue, down 22.7% from RMB 905.8 million (16.0% of revenue) in the same period of 2023[23]. - The company's sales and service costs were RMB 1,427.5 million, down 29.9% from RMB 2,037.6 million in the same period of 2023[17]. - The total salary expenditure during the reporting period was RMB 1,116.6 million, a decrease from RMB 1,354.4 million in the same period of 2023[50]. - The total employee costs for the six months ended June 30, 2024, were RMB 1,057,430 thousand, down 22.1% from RMB 1,356,070 thousand in 2023[175]. Cash Flow and Liquidity - The company experienced a net cash outflow from operating activities of RMB 821.3 million, a decrease of RMB 2,889.5 million compared to a net inflow of RMB 2,068.2 million in the same period last year[34]. - The company’s cash and cash equivalents decreased to RMB 2,380.3 million from RMB 2,529.8 million at the end of 2023, a reduction of RMB 149.5 million[33]. - The company’s net cash used in investing activities was RMB 113,067 thousand, a decrease from RMB 734,465 thousand in the previous year[139]. - The company plans to continue discussions with banks and financial institutions regarding financing arrangements to improve liquidity[146]. - The company’s management believes that liquidity risks are manageable and will not significantly impact the company’s ongoing operations[146]. Debt and Financial Position - The total debt of the company as of June 30, 2024, was RMB 31,346.4 million, with bank and other borrowings amounting to RMB 29,574.0 million[37]. - The debt-to-asset ratio increased slightly to 55.8% as of June 30, 2024, compared to 55.6% at the end of 2023[42]. - The interest coverage ratio decreased to 0.98 from 1.42 in the previous year, indicating a decline in the ability to cover interest expenses[43]. - The company reported a significant loss of RMB 85,531 thousand from fair value changes in financial instruments for the six months ended June 30, 2024, compared to a loss of RMB 4,960 thousand in 2023[168]. Strategic Initiatives - The company is focusing on market expansion despite the current financial challenges, with plans to enhance operational efficiency in existing malls[11]. - Future outlook indicates a commitment to new product development and technology integration to drive growth in the upcoming periods[11]. - The company aims to leverage its leading position in the industry to capture growth opportunities amid ongoing urbanization and rising consumer demand[13]. - The company has launched a "3+Star Ecosystem" strategy, focusing on high-end appliances with plans to open 100 high-end living appliance stores nationwide within two years[64]. - The company is expanding into the new energy vehicle sector, with over 60,000 square meters of new space for electric vehicle showrooms and high-end used car stores added during the reporting period[68]. Shareholder Information - The company has a total of 4,354,732,673 shares issued as of June 30, 2024, including 3,613,447,039 A shares and 741,285,634 H shares[84]. - CEO Che Jianxing holds 1,023,348,353 A shares, representing 28.32% of the A shares and 23.50% of the total shares[84]. - The company’s major shareholder, Red Star Macalline Holdings, holds 980,325,353 A shares, which is 27.13% of the A shares and 22.51% of the total shares[90]. - The company did not recommend any dividend payment for the six months ending June 30, 2024[99]. - The company’s board members and senior executives have disclosed their shareholdings in accordance with regulatory requirements[87]. Investment Properties - The company reported a fair value loss on investment properties of RMB 1,177.5 million during the reporting period, attributed to increased incentives to retain tenants amid economic fluctuations[30]. - The fair value changes of investment properties amounted to RMB 1,177,523 thousand for the six months ended June 30, 2024, significantly higher than RMB 296,248 thousand in the previous year[137]. - The total fair value of investment properties, including properties under construction and leased properties, was 97,305,200 thousand RMB as of June 30, 2024[184]. - The rental income from investment properties is assessed using the income approach, with a capitalization rate ranging from 6.0% to 7.0%[188]. Project Developments - The company has 287 signed projects in preparation for managed malls that have obtained land use rights[62]. - The company has terminated several projects, including the "New Generation Smart Home Mall Project" and the "Tmall Home Decoration Same City Station Project," reallocating remaining funds to replenish working capital[119]. - The total planned investment for the Tianjin Beichen Mall project is RMB 245,137,000, fully utilized[101]. - The total planned investment for the Hohhot Yuquan Mall project is RMB 76,825,000, fully utilized[101]. - The total planned investment for the Urumqi Exhibition Mall project is RMB 669,084,000, fully utilized with a remaining balance of RMB 2,351,000[101].

Financial Performance - Revenue for the first half of 2024 was RMB 4,224,862, a decrease of 25.4% compared to RMB 5,659,926 in the first half of 2023[3] - Gross profit for the first half of 2024 was RMB 2,797,379, with a gross margin of 66.2%, up from 64.0% in the same period last year[3] - The company reported a net loss attributable to shareholders of RMB 1,336,774, compared to a profit of RMB 128,196 in the first half of 2023, resulting in a loss margin of -31.6%[3] - Other income for the first half of 2024 was RMB 99,943, compared to RMB 146,906 in the same period last year[7] - The total comprehensive loss for the period was RMB 1,505,086, compared to a comprehensive income of RMB 86,003 in the first half of 2023[8] - Basic and diluted loss per share for the first half of 2024 was RMB 0.31, compared to earnings of RMB 0.03 per share in the same period last year[8] - The company recorded a net loss of RMB 1,423,256 thousand for the six months ended June 30, 2024[13] - The company reported a pre-tax loss of RMB 1,536,449 thousand for the six months ended June 30, 2024, compared to a pre-tax profit of RMB 288,200 thousand for the same period in 2023[20][21] - The company incurred a net loss of RMB 273,992 thousand for the six months ended June 30, 2024, compared to a net loss of RMB 241,926 thousand for the same period in 2023, reflecting a worsening of approximately 13%[28] Operational Metrics - The number of operating malls decreased to 352 as of June 30, 2024, down from 362 at the end of 2023[6] - The average occupancy rate for self-operated malls was 81.6%, a decline from 82.8% at the end of 2023[6] - Total operating area for self-operated malls was 7,885,050 square meters, down from 7,984,656 square meters at the end of 2023[6] - The segment profit for the self-owned/leased malls was RMB 1,572,817 thousand, while the segment profit for the managed malls was RMB 66,409 thousand, indicating a significant contribution from these segments[20] - Revenue from self-owned and leased malls was RMB 2,903.2 million, accounting for 68.7% of total revenue, down from RMB 3,376.9 million (59.7%) in 2023[49] Assets and Liabilities - As of June 30, 2024, total assets amounted to RMB 121,265,100 thousand, a decrease of 2.3% from RMB 124,186,609 thousand as of December 31, 2023[9] - Current liabilities totaled RMB 27,834,924 thousand, down 2.7% from RMB 28,591,541 thousand as of December 31, 2023[10] - Non-current liabilities decreased to RMB 39,800,791 thousand from RMB 40,451,933 thousand, reflecting a reduction of 1.6%[10] - The company's net current liabilities stood at RMB 19,213,316 thousand, compared to RMB 18,607,903 thousand at the end of 2023[10] - Cash and cash equivalents, including bank balances, totaled RMB 2,380,325 thousand, down from RMB 2,529,800 thousand[9] - The company's equity attributable to shareholders was RMB 50,415,431 thousand, down from RMB 51,832,394 thousand, a decline of 2.7%[10] Expenses and Financial Costs - The company incurred research and development expenses of RMB 7,339 thousand for the six months ended June 30, 2024, compared to RMB 9,367 thousand in the same period of 2023[20][21] - The total administrative expenses for the company were RMB 21,657 thousand for the six months ended June 30, 2024, compared to RMB 27,221 thousand in the same period of 2023[20][21] - Sales and distribution expenses were RMB 463.2 million, accounting for 11.0% of revenue, down 23.6% from RMB 606.2 million (10.7% of revenue) in the same period last year[52] - Administrative expenses decreased to RMB 700.4 million (16.6% of revenue) from RMB 905.8 million (16.0% of revenue), a reduction of 22.7%[53] - Financial costs increased by 3.4% to RMB 1,300.5 million compared to RMB 1,258.0 million in the same period last year[54] Strategic Initiatives and Future Plans - The company plans to continue discussions with banks and financial institutions regarding financing arrangements to improve liquidity[13] - The company plans to open 100 high-end home appliance stores nationwide over the next two years, complementing existing major appliances with categories such as kitchen small appliances and cleaning devices[71] - The second batch of M+ high-end design centers is being launched, with plans to establish 84 additional centers by 2025, building on the first 16 centers already completed[72] - The company has launched a "billion yuan new store subsidy" policy to support dealers and enhance their operational capabilities[76] - Future plans include a shift towards a "light asset, heavy operation" model to solidify market leadership and improve service quality[77] - The company aims to deepen its presence in the home decoration sector and promote new retail strategies to empower mall operations[77] Governance and Compliance - The company has not early adopted any new or revised International Financial Reporting Standards that have been issued but are not yet effective, indicating a cautious approach to regulatory changes[18] - The company received a waiver application from its second largest shareholder, Red Star Holdings, and the original actual controller, Che Jianxing, regarding the exemption of certain voluntary commitments made previously[93] - The board of directors approved the waiver proposal during the 16th interim meeting on July 12, 2024, and it was subsequently passed at the first interim shareholders' meeting on August 6, 2024[93] - The audit committee, consisting of two independent non-executive directors and one non-executive director, reviewed the interim performance announcement for the six months ending June 30, 2024[93] - The company plans to publish its interim performance announcement and report on the Hong Kong Stock Exchange and its own website[93]

Financial Performance - The company's operating revenue for the three months ended March 31, 2024, was RMB 2,111,539,269.77, a decrease of 19.3% compared to RMB 2,616,557,956.86 for the same period in 2023[2] - The net loss attributable to the owners of the parent company for the same period was RMB 371,506,929.54, compared to a profit of RMB 167,224,249.41 in 2023, representing a significant decline[3] - The company's basic earnings per share for the period was RMB (0.09), compared to RMB 0.04 in the same period last year[3] - The company attributed the decline in operating revenue to fluctuations in the overall economic environment and a temporary decrease in mall occupancy rates[4] - The company has increased promotional discounts to support merchants, which has impacted overall revenue[4] Cash Flow - The company's net cash flow from operating activities was RMB (181,674,312.38), a decrease from RMB 1,076,288,459.82 in the previous year[6] - The net cash flow from investing activities was RMB (470,841,213.48), compared to RMB 232,657,059.22 in the same period last year[6] - The company experienced a net increase in cash and cash equivalents of RMB 797,803,607.87, compared to a decrease of RMB (193,146,461.85) in the previous year[6] - The cash and cash equivalents increased to RMB 3,778,307,768.78 from RMB 2,974,052,910.82, marking a significant rise of approximately 27%[7] Assets and Liabilities - As of March 31, 2024, the total current assets amounted to RMB 11,482,932,392.79, an increase from RMB 10,427,891,309.98 as of December 31, 2023, representing a growth of approximately 10.1%[7] - The total non-current assets decreased to RMB 110,120,998,369.68 from RMB 110,632,747,089.37, indicating a decline of about 0.5%[8] - Total assets reached RMB 121,603,930,762.47, up from RMB 121,060,638,399.35, reflecting an increase of approximately 0.5%[11] - Current liabilities totaled RMB 28,174,098,020.98, slightly down from RMB 28,591,542,625.08, showing a decrease of about 1.5%[9] - The total borrowings as of the reporting date were RMB 33,137,940,799.90[11] - The company's total liabilities amounted to RMB 69,205,296,865.70, compared to RMB 68,238,972,398.90 previously, indicating an increase of about 1.4%[10] Inventory and Receivables - The accounts receivable rose to RMB 1,359,255,315.70 from RMB 1,203,320,049.65, an increase of about 12.9%[7] - The inventory slightly increased to RMB 160,754,139.23 from RMB 159,513,922.13, reflecting a growth of approximately 0.8%[7] Equity - The total equity attributable to shareholders decreased to RMB 49,187,744,445.34 from RMB 49,615,294,277.92, a decline of approximately 0.9%[11] Financial Expenses - The company reported a significant increase in financial expenses due to the suspension of interest capitalization on certain projects[5] Fair Value Loss - The fair value loss on investment properties was RMB 324,385,651.35, an increase in loss of RMB 314,000,000 compared to the previous year[5]

Financial Performance - Revenue for the year ended December 31, 2023, was RMB 11,514.98 million, a decrease from RMB 14,138.32 million in 2022[8] - Gross profit for 2023 was RMB 7,033.25 million, with a gross profit margin of 61.1%, down from 62.6% in 2022[8] - The company reported a net loss attributable to owners of RMB 2,412.71 million in 2023, compared to a net profit of RMB 678.57 million in 2022[8] - Core net loss attributable to owners was RMB 856.43 million in 2023, with a core net loss margin of 7.4%, compared to a core net profit margin of 11.8% in 2022[8] - Basic and diluted loss per share was RMB 0.55 in 2023, compared to earnings per share of RMB 0.16 in 2022[8] - Revenue for 2023 reached RMB 11,515.0 million, with a net loss attributable to shareholders of RMB 2,412.7 million and a core loss of RMB 856.4 million[12] - Revenue for the reporting period was RMB 11,515.0 million, a decrease of 18.6% compared to RMB 14,138.3 million in 2022[31] - Gross profit decreased by 20.5% to RMB 7,033.3 million, with a gross margin of 61.1%, down 1.5 percentage points from 62.6% in 2022[36] - The company's net loss attributable to owners was RMB 2,412.7 million, a significant decline from a profit of RMB 678.6 million in 2022[41] - Core net loss attributable to owners was RMB 856.4 million, compared to a core net profit of RMB 1,672.9 million in 2022[41] - The company's attributable annual loss was RMB 2,412.7 million, a decrease of 455.6% compared to the profit of RMB 678.6 million in 2022[42] - The company's attributable annual profit margin was -21.0%, a decrease of 25.8 percentage points from 4.8% in 2022[42] - The company's core attributable loss was RMB 856.4 million, a decrease of 151.2% compared to the core attributable profit of RMB 1,672.9 million in 2022[42] - The company's core attributable loss margin was -7.4%, a decrease of 19.2 percentage points from 11.8% in 2022[42] Mall Operations and Expansion - The company operates 87 self-operated malls, 275 entrusted malls, and 8 strategically cooperated malls, covering 215 cities across 30 provinces in China[4] - Total operating area of the malls reached 21,724,717.18 square meters as of the reporting period[4] - The company operated 362 malls (87 self-operated and 275 entrusted) with a total operating area of 21,724,717 square meters as of December 31, 2023[11] - Self-operated malls had an average occupancy rate of 82.8%, while entrusted malls had an average occupancy rate of 85.7% in 2023[11] - Total operating area of the company's malls reached 21,724,717 square meters, covering 215 cities across 30 provinces, municipalities, and autonomous regions[22] - The company operates 87 self-operated malls with an average occupancy rate of 82.8%, and 275 managed malls with an average occupancy rate of 85.7%[22] - The company has 292 signed projects for managed malls that have obtained land use rights or acquired land parcels[22] - The company's electrical appliances category grew by 45,000 square meters, accounting for 10.8% of total area, while home design category grew by 110,000 square meters, accounting for 3.3%[22] - New best-selling brands accounted for 11.1% of total area, while Class A and imported brands maintained a stable share of 49.6%[22] - The company's catering category coverage increased from 43% to 54% nationwide, with 100% coverage in top 100 malls[22] - The company expanded its product categories, including smart appliances and new energy vehicles, and implemented a "heavy operation" strategy to optimize mall layouts[12] - The company has expanded into the new energy vehicle sector, with over 10,000 square meters of space occupied by new energy vehicle and high-end used car brands, including Tesla, BYD, Huawei's AITO, Skyworth, and Ford[23] Strategic Initiatives and Future Plans - The company aims to become China's leading and most professional "omnichannel pan-home business platform service provider"[4] - The company launched the "M+ High-end Design Center" to enhance user experience and improve traffic conversion rates[16] - In 2024, the company plans to accelerate the implementation of car smart ecosystem complexes and deepen its strategic cooperation with online platforms like Tmall and Douyin[17] - The company will focus on the "light asset, heavy operation, and deleveraging" strategy to drive reforms and optimize operations[17] - The company launched the M+ high-end design center in March 2023, forming a comprehensive "10+1" home ecosystem covering home, home decoration, and high-end appliances[20] - The company will continue its "light-asset, heavy-operation" transformation strategy, focusing on improving operational efficiency and strategically expanding its mall network in attractive cities[63] - The company aims to deepen its presence in the home decoration sector by enhancing service quality, standardizing construction processes, and establishing an M+ high-end design center[64] - The company will advance new retail development by exploring more online channels, supporting traditional brands in digital transformation, and deepening online-offline integration[65] - The company will maintain its deleveraging strategy, reducing capital expenditures while optimizing debt structure and liquidity to lower financing costs[66] - The company plans to improve corporate governance, standardize operations, and actively fulfill social responsibilities[67] Dividend and Shareholder Information - No dividend was declared for 2023, compared to a dividend of RMB 0.034 per share in 2022[8] - The company did not distribute cash dividends for 2023 due to a net loss, prioritizing sustainable development and operational stability[12] - The company did not distribute cash dividends for the 2023 fiscal year and did not convert capital reserves into share capital[96] - The company's H-share dividends are subject to a 10% withholding tax for individual shareholders and non-resident enterprise shareholders, with potential tax benefits under applicable tax treaties[97] - The company's distributable reserves as of the reporting period end amounted to RMB 8,143.26 million[95] Corporate Governance and Leadership - Che Jianxing, founder of the company, has been serving as Executive Director and General Manager since August 2023, with extensive experience in the furniture industry since the late 1980s[68] - Li Jianhong joined the company in February 2013, responsible for investment and financing, and became an Executive Director in February 2023[68] - Shi Yaofeng joined the company as an Executive Director in August 2023, with over 25 years of experience in the paper and textile industries[69] - Yang Yingwu joined the company as an Executive Director in August 2023, with a background in finance and over 15 years of experience at Xiamen C&D[70] - Zheng Yongda joined the company as Non-Executive Director in February 2023 and became Chairman in August 2023, with extensive experience at Xiamen C&D since 2004[71] - Wang Wenhuai joined the company as Non-Executive Director in February 2023, with over 20 years of experience in investment and finance at Xiamen C&D[71] - Zou Shaorong joined the company as Non-Executive Director in February 2023, with over 20 years of legal and investment experience at Xiamen C&D[71] - Xu Di joined the company as Non-Executive Director in August 2023, currently serving as Investment Director at Alibaba Group since 2017[73] - Song Guangbin joined the company as Non-Executive Director in August 2023, with over 15 years of experience in e-commerce and home furnishing, currently at Alibaba Group[73] - Independent non-executive director Xue Wei, 45, appointed in August 2023, holds a Ph.D. in Accounting from Xiamen University and serves as a lecturer and associate professor at Xiamen National Accounting Institute[74] - Independent non-executive director Chen Shan'ang, 57, appointed in August 2023, holds a Ph.D. in Finance from Xiamen University and serves as an associate professor and master's supervisor at Xiamen University's School of Economics[74] - Independent non-executive director Huang Jianzhong, 61, appointed in August 2023, holds a Ph.D. in Economics from Xiamen University and serves as the director of the WTO Asia-Pacific Training Center and a professor at Shanghai University of International Business and Economics[75] - Independent non-executive director Huang Zhiwei, 54, appointed in August 2023, holds a Master of Laws from the University of Hong Kong and has extensive experience in legal roles at various international law firms and corporations[75] - Independent non-executive director Cai Qinghui, 49, appointed in August 2023, holds a Ph.D. in Law from Xiamen University and serves as an associate professor and master's supervisor at Xiamen University's Law School[75] - Supervisor Chen Jiasheng, 64, joined the company in August 2023 and serves as the chairman of the supervisory board, holding a Master's degree in Economics from Xiamen University[76] - Independent supervisor Ma Chenguang, 46, joined the company in August 2023 and serves as a senior partner at Shanghai Co-Effort Law Firm, holding a Master's degree in Law from Fudan University[76] - Vice President and employee representative supervisor Tang Rongzhen, 37, joined the company in July 2023, holding a bachelor's degree from Wuhan University of Science and Technology[76] - Audit Director and employee representative supervisor Wang Shouyi, 49, joined the company in 2008, holding a Master's degree from East China Normal University and multiple professional certifications including CPA and CIA[77] Environmental, Social, and Governance (ESG) - The company's Board of Directors is responsible for the overall ESG strategy and reporting, ensuring effective ESG risk management and internal control systems[84] - The company's environmental policy includes strict selection of engineering contractors, supervision of construction processes, and the use of environmentally friendly equipment and designs[84] - The company conducts voluntary environmental activities, focusing on energy conservation and emission reduction in property project designs[84] - The company has not incurred any significant fines or penalties for violating environmental laws or regulations since the operation of its malls[84] - The company's environmental compliance costs are expected to remain at a similar level, assuming no significant changes in environmental laws and regulations[84] - The company's dividend policy stipulates that at least 20% of the distributable net profit must be allocated as cash dividends each year, provided the company is profitable and has positive accumulated undistributed profits[86] - The company's corporate culture emphasizes professional entrepreneurship, improving Chinese home aesthetics, and creating a world-class commercial brand for the Chinese nation[176] - The company emphasizes diversity in its workforce, with female employees (including senior management) accounting for 42.73% as of December 31, 2023[178] Risk Management and Legal Matters - The company faces risks from macroeconomic slowdown and cyclical fluctuations in the real estate industry[59] - The company is actively managing foreign exchange risks through hedging tools and strategies[56] - Talent shortage and turnover risks are being addressed through various training and development programs[60] - The company plans to expand its supply chain services leveraging its nationwide network and industry influence, but acknowledges potential risks due to lack of operational experience in these new areas[61] - The company has no contingent liabilities as of the reporting period end[90] - The company is not involved in any significant legal proceedings or claims as of the reporting period[152] - The Ministry of Finance imposed a fine of RMB 50,000 on the company due to accounting discrepancies, with adjustments affecting net profits by 6.50%, 0.81%, 2.56%, and 25.39% for the years 2019 to 2022 respectively [163] - The company's total assets were impacted by 1.37%, 1.29%, 1.31%, and 1.58% for the years 2019 to 2022 due to accounting adjustments [163] Financial Structure and Debt - The company's total debt was RMB 34,448.8 million at the end of the reporting period, with bank and other borrowings of RMB 32,690.3 million and bonds of RMB 1,758.5 million[49] - The company's asset-liability ratio increased slightly to 55.6% as of December 31, 2023, compared to 55.2% in the previous year[52] - The net capital debt ratio rose to 64.7% at the end of 2023, up from 61.4% in 2022[52] - Interest coverage ratio decreased to 1.42 in 2023 from 2.01 in 2022[52] - The company has mortgaged investment properties and fixed assets with a total book value of RMB 87,753.4 million to secure loans of RMB 31,680.1 million[53] - Capital commitments for acquisition and development of investment properties amounted to RMB 1,151.4 million as of the reporting date[55] - The company issued USD 249.7 million in bonds on August 13, 2022, with a fixed interest rate of 5.2% and a maturity period of 3 years, paying interest semi-annually[89] Operational Costs and Expenses - Operating costs decreased by 15.3% to RMB 4,481.7 million, driven by reduced costs in managed malls and home decoration-related businesses[33] - Sales and distribution expenses decreased by 4.6% to RMB 1,483.1 million, accounting for 12.9% of revenue[38] - Administrative expenses decreased by 5.3% to RMB 1,762.5 million, primarily due to reduced labor costs[39] - Financial costs increased by 6.0% to RMB 2,654.6 million, mainly due to a decrease in capitalized interest[40] - The company's capital expenditure decreased by 66.5% to RMB 351.3 million in 2023 compared to RMB 1,049.4 million in 2022[45] - The company's net cash inflow from operating activities decreased by RMB 1,515.4 million to RMB 2,363.6 million in 2023 compared to RMB 3,879.0 million in 2022[47] Related Party Transactions - The design service framework agreement with Red Star Macalline Holdings has a maximum consideration of RMB 40 million, with actual payments of RMB 5.49 million during the reporting period[105] - The decoration and construction service framework agreement with Red Star Macalline Holdings has a maximum consideration of RMB 110 million, with actual payments of RMB 11.43 million during the reporting period[106] - The computer information system integration service framework agreement with Shanghai Red Star Cloud Computing Technology Co., Ltd. has a maximum consideration of RMB 45.2 million, with actual payments of RMB 18.78 million during the reporting period[107] - The company signed a lease agreement with Shanghai Xingzhiyu for office space at RMB 7.8 per square meter per day, with an annual rental cap of RMB 51.3 million for 2023[108] - The property management fee for the office building was set at RMB 28 per square meter per month, with an annual cap of RMB 16.3 million, later revised to RMB 17.5 million[108] - Parking space rental with Shanghai Xingzhiyu was set at RMB 800 per space per month, with an annual cap of RMB 0.29 million[108] - During the reporting period, Shanghai Xingzhiyu paid and payable rent amounted to RMB 22.10 million, and parking rent was RMB 0.26 million[109] - The company paid and payable property management fees to Shanghai Xingzhiyu totaled RMB 15.74 million during the reporting period[109] - A lease agreement with Shanghai Xinhua Chengcheng for underground parking spaces had an annual rent of RMB 20 million, with RMB 6.35 million paid and payable during the reporting period[110] - The company sold 100% equity of Red Star Commercial Factoring to Red Star Macalline Holdings, with an accounts receivable financing limit of RMB 173 million[111] - During the reporting period, accounts receivable financing under the factoring contract amounted to RMB 9.42 million[111] - The company's independent non-executive directors confirmed that the related party transactions were conducted under fair and reasonable terms and in the best interests of the company and its shareholders[112] - The company's auditor issued an unqualified opinion on the related party transactions, confirming compliance with pricing policies and annual caps[113] Shareholder and Equity Information - Che Jianxing, CEO and Executive Director, holds 29.99% of A-shares through controlled corporate interests, representing 24.88% of the total issued shares[127] - Che Jianxing indirectly owns 24.88% of the company's total issued shares through his 92% stake in Red Star Macalline Holding Group[128] - Xiamen Municipal People's Government State-owned Assets Supervision and Administration Commission holds 1,304,242,436 A shares, representing 36.09% of the total A shares and 29.95% of the total share capital[132] - Red Star Macalline Group holds 997,595,667 A shares, representing 27.61% of the total A shares and 22.91% of the total share capital[132] - Chen Shuhong holds 1,084,054,267 A shares, representing 30.00% of the total A shares and 24.89% of the total share capital[132] - Alibaba Group Holding Limited holds 290,747,243 A shares and 131,475,421 H shares, representing 8.05% and 17.74% of the respective share classes, and 6.68% and 3.02% of the total share capital[132] - Taobao China Holding Limited holds 248,219,904 A shares and 65,

Financial Adjustments - The correction of accounting errors resulted in a decrease of RMB 2,475,000,000 in investment properties for the fiscal year 2022, adjusting the total to RMB 93,234,000,000[4]. - The total assets were adjusted down by RMB 2,018,792,415.15 for the fiscal year 2022, resulting in total assets of RMB 126,091,876,698.67[4]. - The net profit for the fiscal year 2022 was adjusted down by RMB 190,115,609.87, leading to a revised net profit of RMB 667,690,075.52[4]. - The total liabilities were adjusted down by RMB 504,698,103.79 for the fiscal year 2022, resulting in total liabilities of RMB 70,610,613,922.44[4]. - The correction of accounting errors resulted in a decrease of investment properties from ¥93.15 billion to ¥90.96 billion, a reduction of ¥2.19 billion[6]. - Fixed assets increased from ¥2.74 billion to ¥2.90 billion, an increase of ¥157.30 million[6]. - Total assets were adjusted from ¥131.55 billion to ¥129.85 billion, a decrease of ¥1.70 billion[6]. - The net profit was revised from ¥2.06 billion to ¥2.05 billion, a decrease of ¥14.05 million[6]. - The equity attributable to the parent company decreased from ¥47.56 billion to ¥46.29 billion, a reduction of ¥1.27 billion[6]. - For 2019, investment properties were adjusted from ¥85.11 billion to ¥82.91 billion, a decrease of ¥2.19 billion[7]. - The total assets for 2019 were adjusted from ¥122.29 billion to ¥120.62 billion, a decrease of ¥1.68 billion[7]. - The net profit for 2019 was revised from ¥4.69 billion to ¥4.40 billion, a decrease of ¥291.07 million[7]. Compliance and Oversight - The company received a notice of administrative penalty from the Ministry of Finance, proposing a fine of RMB 50,000 due to issues with the quality of accounting information for the fiscal year 2022[1]. - The company will closely monitor the progress of the administrative penalty and comply with the final opinions from the Ministry of Finance[1]. - The audit committee confirmed that the corrections comply with accounting standards and accurately reflect the company's financial status[9]. - The board of directors approved the corrections, stating they align with accounting principles and do not harm the interests of the company and its shareholders[9]. Impact of Corrections - The impact of the error correction on the net profit attributable to shareholders for 2022 was 25.39% of the total net profit[2]. - The company adjusted its financial statements for 2019 to 2021, with the error correction affecting the net profit by 6.50%, 0.81%, and 2.56% respectively[2]. - The adjustments do not affect the cash flow statement or the financial statements of the parent company[5]. Property and Investment Issues - The properties "North Fourth Ring Mall" and "Hangzhou Gudu Mall" cannot be sold separately, affecting the investment property accounting[2].

Administrative Penalties - The company received an administrative penalty notice from the Ministry of Finance, proposing a fine of RMB 50,000 due to issues related to the quality of accounting information for the fiscal year 2022[1]. - The company will closely monitor the developments regarding the administrative penalty and comply with the final opinions from the Ministry of Finance[1]. Accounting Corrections - The correction of accounting errors resulted in a decrease of RMB 2.475 billion in investment properties for the fiscal year 2022, adjusting the total to RMB 93.234 billion[4]. - The total assets were adjusted down by RMB 2.018 billion for the fiscal year 2022, resulting in total assets of RMB 126.092 billion[4]. - The net profit for the fiscal year 2022 was adjusted down by RMB 190.116 million, leading to a revised net profit of RMB 667.690 million[4]. - The impact of the correction on the net profit attributable to shareholders for 2022 was 25.39% of the total net profit[2]. - The company made retrospective adjustments to the financial statements for the years 2019 to 2021, with the 2021 net profit adjusted down by RMB 52.492 million[5]. - The total liabilities for the fiscal year 2022 were adjusted down by RMB 504.698 million, resulting in total liabilities of RMB 70.611 billion[4]. - The adjustments do not affect the cash flow statement or the financial statements of the parent company[5]. - The correction of accounting errors resulted in a decrease of investment properties from ¥93.15 billion to ¥90.96 billion, a reduction of ¥2.19 billion[6]. - Fixed assets increased from ¥2.74 billion to ¥2.90 billion, an increase of ¥157 million[6]. - Total assets were adjusted from ¥131.55 billion to ¥129.85 billion, a decrease of ¥1.70 billion[6]. - The net profit attributable to the parent company decreased from ¥1.73 billion to ¥1.72 billion, a reduction of ¥14 million[6]. - For 2019, investment properties were adjusted from ¥85.11 billion to ¥82.91 billion, a decrease of ¥2.19 billion[7]. - The total liabilities were adjusted from ¥80.45 billion to ¥80.03 billion, a decrease of ¥423 million[6]. - The net profit for 2019 was adjusted from ¥4.69 billion to ¥4.40 billion, a reduction of ¥291 million[7]. Compliance and Approval - The audit committee confirmed that the corrections comply with accounting standards and accurately reflect the company's financial status[9]. - The board of directors approved the corrections, stating they align with accounting principles and do not harm the interests of shareholders[9]. - The adjustments do not affect the consolidated cash flow statement or the financial statements of the parent company[6].

Financial Performance - Revenue for the year ended December 31, 2023, was RMB 11,514,983 thousand, a decrease of 18.4% compared to RMB 14,138,320 thousand in 2022[3] - Gross profit for the same period was RMB 7,033,253 thousand, down from RMB 8,844,699 thousand, resulting in a gross margin of 61.1% compared to 62.6% in 2022[3] - The company reported a net loss of RMB 2,570,418 thousand for 2023, contrasting with a profit of RMB 816,884 thousand in 2022, leading to a loss attributable to owners of the company of RMB 2,412,713 thousand[3][5] - Other income for 2023 was RMB 319,480 thousand, down from RMB 447,559 thousand in 2022[5] - The company incurred a significant increase in expected credit loss impairment, amounting to RMB 1,303,571 thousand compared to RMB 385,205 thousand in the previous year[5] - The company’s basic and diluted loss per share for 2023 was RMB (0.55), compared to earnings of RMB 0.16 per share in 2022[6] - The company reported a net loss of RMB 2,570,418 thousand for the year ended December 31, 2023[12] - The company’s total equity was RMB 55,143,135 thousand, down from RMB 58,002,716 thousand in 2022[12] - The company’s bank and other borrowings decreased to RMB 19,713,654 thousand from RMB 24,508,990 thousand in the previous year[12] - The company’s contract liabilities decreased to RMB 1,137,850 thousand from RMB 1,839,930 thousand in 2022[12] Assets and Liabilities - Total assets as of December 31, 2023, were RMB 124,186,609 thousand, a decline from RMB 129,482,459 thousand in 2022[7] - The company’s investment properties decreased to RMB 98,480,200 thousand from RMB 100,022,185 thousand year-over-year[7] - As of December 31, 2023, the company's net current liabilities amounted to RMB 18,607,903 thousand, an increase from RMB 14,210,208 thousand in 2022[12] - Total assets minus current liabilities were RMB 95,595,068 thousand, down from RMB 104,120,867 thousand in 2022[12] - Non-current liabilities totaled RMB 40,451,933 thousand, a decrease from 46,118,151 thousand in the previous year[12] - The company’s current liabilities increased to RMB 28,591,541 thousand from RMB 25,361,592 thousand in 2022[12] Operational Metrics - The number of self-operated malls decreased to 87 from 94, with a self-operated mall average occupancy rate of 82.80%, down from 85.20% in the previous year[4] - The average rental rate for managed malls was 85.70%, a decrease from 86.70% in 2022[4] - The segment profit for the self-owned/leased malls was RMB 3,381,871 thousand, while the construction and design segment reported a loss of RMB (98,740) thousand[19] - The group reported total revenue from external customers of RMB 11,514,983 thousand for the year ended December 31, 2023[19] Strategic Initiatives - The company plans to expand its market presence in mainland China, with a focus on enhancing service offerings and product sales in the home decoration sector[22] - The company is exploring strategic acquisitions to bolster its market position and diversify its revenue streams[22] - The company launched the M+ high-end design center in March 2023, aiming to create a comprehensive home ecosystem that integrates design, materials, and brands[46] - The company has established strategic partnerships in the new energy vehicle sector, with over 10,000 square meters dedicated to EV brands like Tesla and BYD[45] Economic Context - In 2023, China's GDP grew by 5.2%, an acceleration of 2.2 percentage points compared to 2022, outperforming the global growth estimate of around 3%[41] - The per capita disposable income of residents increased by 6.3% nominally, with a real growth of 6.1% after adjusting for price factors[41] - The total retail sales of consumer goods increased by 7.2% year-on-year, with retail sales of goods growing by 5.8%[41] Employee and Administrative Costs - Total employee costs amounted to RMB 2,584,844 thousand in 2023, compared to RMB 3,016,422 thousand in 2022, reflecting a decrease of approximately 14.3%[29] - The company’s administrative expenses were RMB 42,764 thousand, and other income was RMB 319,480 thousand[18] Investment and Financing - The company has engaged in discussions with banks and financial institutions regarding financing matters to improve liquidity[12] - The company continues to implement plans to enhance its financial position, including utilizing unused bank loan facilities[12] - The total amount raised from the A-share issuance was RMB 3,222,450,000, with net proceeds amounting to RMB 3,050,007,849 after deducting issuance costs[79] - The total amount raised from the private placement of shares was RMB 3,701,299.9 thousand, with a net amount of RMB 3,678,363.8 thousand after deducting issuance costs of RMB 22,936.1 thousand[82] Compliance and Governance - The company has complied with the Corporate Governance Code, with adjustments made to separate the roles of Chairman and CEO as of August 15, 2023[75] - The company has confirmed compliance with the Standard Code of Conduct for securities trading by all directors and supervisors for the year ending December 31, 2023[76]

证券代码：601828 证券简称：美凯龙 公告编号：2023-150 红星美凯龙家居集团股份有限公司 关于召开 2023 年第五次临时股东大会、A 股类别股东 会及 H 股类别股东会的通知 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： 一、 召开会议的基本情况 (一) 股东大会类型和届次 2023 年第五次临时股东大会、A 股类别股东会、H 股类别股东会（以下合称"本 次股东大会"） 股东大会召开日期：2023年12月27日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 (二) 股东大会召集人：董事会 (三) 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 (四) 现场会议召开的日期、时间和地点 召开的日期时间：2023 年 12 月 27 日 11 点 00 分开始，依次召开 2023 年 第五次临时股东大会、A 股类别股东会、H 股类别股东会 召开地点：上海市闵行区申长路 1466 弄红星美凯龙总部 B 座南楼 3 楼会议 中心 (五) 网络投票的系统、起 ...

红星美凯龙家居集团股份有限公司 红星美凯龙家居集团股份有限公司 2023 年第五次临时股东大会、 A 股类别股东会、H 股类别股东会 会议资料 二〇二三年十二月 1 / 2 红星美凯龙家居集团股份有限公司 | | | 红星美凯龙家居集团股份有限公司 2023 年第五次临时股东大会、A 股类别股东会、H 股类别股 东会会议须知 ................................................................ 1 红星美凯龙家居集团股份有限公司 2023 年第五次临时股东大会、A 股类别股东会、H 股类别股 东会会议议程 ................................................................ 3 议案一：关于公司为全资子公司向金融机构的融资提供担保的议案 ................. 4 议案二：关于公司为控股子公司向金融机构的融资提供担保的议案 ................. 7 议案三：关于公司预计提供财务资助的议案 .................................... 10 ...