| 姓名 | 离任职务 | 离任时间 | 原定任期 到期日 | | 是否继续在上 | 具体职务 | 是否存在 未履行完 | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 离任原因 | 市公司及其控 股子公司任职 | （如适用） | 毕的公开 承诺 | | 许迪 | 非执行董事 | 2025 年 9 月 | 2026 年 8 月 | 工作调动 | 否 | 否 | 否 | | | | 3 日 | 14 日 | | | | | | 宋广斌 | 非执行董事 | 2025 年 9 月 | 2026 年 8 月 | 工作调动 | 否 | 否 | 否 | | | | 3 日 | 14 日 | | | | | 二、 离任对公司的影响 根据《公司法》《公司章程》等相关规定，许迪女士、宋广斌先生的辞任不 会导致公司董事会人数低于法定最低人数，不会影响公司董事会依法规范运作和 公司的正常经营。许迪女士、宋广斌先生的辞任报告自送达公司董事会之日起生 效。公司按照相关法定程序，将择日启动新任董事的补选工作。 证券代码：601828 证券简称：美凯龙 公告编号：2 ...

Core Viewpoint - Red Star Macalline Home Group announced a reduction in the equity ratio of its major shareholder, Red Star Macalline Holdings Group, from 23.51% to 19.95% due to the effectiveness of the restructuring case [1] Summary by Relevant Sections - **Shareholder Equity Change** - The equity ratio of Red Star Macalline Holdings Group and its concerted parties decreased from 23.51% to 19.95% [1] - Red Star Holdings will distribute 155,493,495 shares (3.57% of total equity) for debt repayment as part of the restructuring [1] - A total of 155,117,756 shares have already been transferred, with 375,739 shares pending transfer [1] - **Pending Transactions** - Changzhou Meikai Information Technology holds 43,023,000 shares that are yet to be sold, and related operations are incomplete [1] - **Impact on Company Control** - The equity change does not affect the company's control or operations, and there is no need to disclose an equity change report [1]

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 紅星美凱龍家居集團股份有限公司 呈交日期: 2025年9月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | H | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01528 | 說明 | H 股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 741,285,634 | RMB | | 1 RMB | | 741,285,634 | | 增加 / 減少 (-) | | | 0 | | | RMB | | 0 | | 本月底結存 | | | 741,285,634 | RMB | | 1 RMB | | 741,285,634 | | 2. 股份分類 | 普通股 | 股份類別 | ...

Group 1 - The company Chongqing Xingkai Ke Home Co., Ltd. underwent a business change on September 2, with Wang Yusheng resigning as supervisor and Che Jianxing resigning as director [1] - The company was established in June 2017, with a registered capital of approximately 680 million RMB [1] - The business scope includes leasing of self-owned houses, leasing of self-owned counters, and property management [1] Group 2 - The company is wholly owned by Tianjin Jinrui Enterprise Management Co., Ltd., which is a subsidiary of Meikailong [1]

Group 1 - Chongqing Xingkai Ke Home Co., Ltd. recently underwent changes in its business registration, with Wang Yusheng resigning as supervisor and Che Jianxing resigning as director [1] - The company was established in June 2017, with a registered capital of approximately 680 million RMB [1] - The business scope includes leasing of self-owned properties, leasing of self-owned counters, and property management [1] Group 2 - The company is wholly owned by Tianjin Jinrui Enterprise Management Co., Ltd., which is a subsidiary of Meikailong (601828) [1]

Core Viewpoint - The company reported a significant decline in revenue and increased losses in the first half of 2025, indicating challenges in its core business and the broader industry environment [1][2]. Group 1: Financial Performance - In H1 2025, the company achieved operating revenue of 3.337 billion yuan, a year-on-year decrease of 21.01% [1] - The net profit attributable to shareholders was -1.9 billion yuan, with a year-on-year loss increase of 51.63% [1] - The adjusted net profit was -602 million yuan, reflecting a year-on-year loss increase of 3.05% [1] - In Q2 2025, the company reported operating revenue of 1.722 billion yuan, down 18.53% year-on-year [1] - The net profit attributable to shareholders for Q2 was -1.387 billion yuan, with a year-on-year loss increase of 57.29% [1] - The adjusted net profit for Q2 was -384 million yuan, showing a year-on-year loss decrease of 17.50% [1] Group 2: Business Operations - The company operates 76 self-managed malls, 235 managed malls, 7 strategic partnership malls, and 23 franchised home improvement projects, totaling 369 home improvement stores/industrial streets [2] - In H1 2025, self-operated and rental income was 2.451 billion yuan, a year-on-year decrease of 15.6%, accounting for 73.4% of total revenue [2] - Managed business revenue was 609 million yuan, down 26.4% year-on-year, primarily due to a reduction in the number of managed malls [2] - The construction and decoration services segment generated revenue of 104 million yuan, representing 3.1% of total revenue, impacted by industry contraction [2] Group 3: Strategic Developments - Since 2023, the partnership with Jianfa has led to significant synergies in home appliances, home decoration, and automotive sectors [3] - The appointment of Jianfa's chairman in March 2025 aims to deepen resource integration and strategic collaboration [3] - In H1 2025, the company reported 743,000 orders under the "old-for-new" policy, generating sales of 7.31 billion yuan, with central subsidies of 1.17 billion yuan, accounting for approximately 16% of total sales [3] - The company plans to develop a five-year strategic plan to clarify strategic direction and foster competitive advantages [3] Group 4: Profitability and Cash Flow - The company has seen improvements in gross margin and cash flow, although net profit margin remains under pressure due to non-operating factors [4]

Group 1 - China Lesso Group Holdings Limited reduced its stake in Red Star Macalline (601828) by 2.3746 million shares at a price of HKD 1.5741 per share, totaling approximately HKD 3.7379 million [1] - After the transaction, China Lesso's remaining shareholding is approximately 58.1853 million shares, representing a holding percentage of 7.85% [1] - The transaction involved other related parties: Fuhui Capital Investment Limited, New Fortune Star Limited, Xi Xi Development Limited, and Huang Lianxi [1]

Group 1 - China Lesso Group Holdings Limited reduced its stake in Red Star Macalline (01528) by 2.3746 million shares at a price of HKD 1.5741 per share, totaling approximately HKD 3.7379 million [1] - After the reduction, China Lesso's latest shareholding stands at approximately 58.1853 million shares, representing a holding percentage of 7.85% [1] - The transaction involved other related parties, including Fuhui Capital Investment Limited, New Fortune Star Limited, and Xi Xi Development Limited [1]

Investment Rating - The investment rating for the company is "Add-A" with a 12-month target price of 3.35 CNY, while the current stock price is 2.93 CNY [5]. Core Views - The company has shown significant cost reduction and efficiency improvement in H1 2025, despite a notable decline in revenue and an increase in losses [1][11]. - The core business is under short-term pressure, but the main operations of the shopping malls remain relatively stable [2]. - The partnership with Jianfa has led to effective collaboration across various business sectors, enhancing overall business potential [3][11]. Summary by Sections Financial Performance - In H1 2025, the company achieved revenue of 3.337 billion CNY, a year-on-year decrease of 21.01%, and a net profit attributable to shareholders of -1.9 billion CNY, widening losses by 51.63% [1]. - The company's gross profit margin for H1 2025 was 61.50%, an increase of 0.83 percentage points year-on-year [9]. - The net profit margin for H1 2025 was -61.26%, a decline of 29.84 percentage points year-on-year, primarily impacted by non-operating losses [10]. Business Segments - The self-operated and leasing income for H1 2025 was 2.451 billion CNY, down 15.6% year-on-year, accounting for 73.4% of total revenue [2]. - The management business revenue decreased by 26.4% year-on-year to 609 million CNY, mainly due to a reduction in the number of managed malls [2]. - The construction and decoration services segment generated revenue of 104 million CNY, representing 3.1% of total revenue, affected by industry contraction [2]. Strategic Developments - Since Jianfa's investment in 2023, there has been significant synergy in various sectors, including home appliances and home decoration [3]. - The company has actively responded to the "old-for-new" policy, achieving 743,000 orders and sales of 7.31 billion CNY in H1 2025, with central subsidies of 1.17 billion CNY [3]. - Future strategic planning includes a five-year roadmap to enhance competitive advantages and explore new business models and overseas market opportunities [3][11].

1. Report Industry Investment Rating No information provided in the content. 2. Core View of the Report The report focuses on the 2025 semi - annual report of Macalline, analyzing its financial performance, business operations, and future strategic plans. Despite facing challenges such as supply fluctuations, demand decline in the home improvement and building materials industry, and the impact on investment - property value, the company has shown positive signs in financial and operational aspects. With the implementation of consumption - promotion policies and the clear transformation path of the real - estate market, the company aims to achieve a double - repair of performance and valuation through strategic reshaping [25][27][37]. 3. Summary According to the Directory 3.1 Research Basic Situation - The research object is Macalline, belonging to the commercial department store industry. The reception time was on September 1, 2025. The listed company's reception staff included the chairman, general manager, CFO, executive president, and secretary of the board [16]. 3.2 Detailed Research Institutions - Multiple institutions participated in the research, including Bank of Nova Scotia, China Merchants Fund Management Company, Limited, Dongwu (a fund management company), Fangzheng Securities Co., Ltd., and many others [17][18]. 3.3 Research Institution Proportion No information provided in the content. 3.4 Main Content Data 3.4.1 Financial Performance Introduction by CFO - As of June 30, 2025, the company operated 76 self - owned stores with an average occupancy rate of 84.2% (a 1.2% increase from the end of last year), 235 entrusted management stores with an average occupancy rate of 81.3%, and 7 home improvement stores through strategic cooperation. It also authorized 23 franchised home improvement and building materials projects, including 369 stores/strips, covering 202 cities in 30 provinces, municipalities, and autonomous regions, with a total operating area of 19,361,762 square meters [25]. - In terms of revenue and profit, the operating income in H1 2025 was 3.34 billion yuan, a 21% year - on - year decline and a 7% decline compared to Q4 2025, mainly due to store closures and rent concessions. Self - owned and rental income was 2.45 billion yuan, accounting for 73% of the operating income, a 15% year - on - year decrease and almost unchanged quarter - on - quarter. The net loss attributable to the parent company in the first half of the year was 1.9 billion yuan, mainly due to a 2.1 - billion - yuan loss in the fair - value change of investment property and 120 million yuan in various asset impairment losses (a 430 - million - yuan reduction compared to last year). Excluding non - recurring gains and losses, the operating profit in the first half of the year was 210 million yuan, showing a good development trend [25]. - In terms of cost and expenses, they decreased in the same proportion as revenue. Sales expenses decreased by 90 million yuan year - on - year, mainly due to control of advertising, publicity, energy, and maintenance costs; management expenses decreased by 110 million yuan, mainly due to a decrease in labor and administrative costs; financial expenses decreased by 180 million yuan, mainly due to a decrease in financing costs and interest expenses [26]. - In terms of cash flow, the net operating cash inflow in the first half of the year was 200 million yuan, a 1.02 - billion - yuan increase compared to the first half of last year. Excluding unified cash collection and payment of merchants' goods and quality - assurance deposits, it also increased by 690 million yuan compared to the same period last year, indicating a significant improvement in operating cash flow [26]. - In terms of the balance sheet, as of the end of June, the company's total assets were 115.4 billion yuan, a decrease of about 1.8 billion yuan from the beginning of the year. Non - current assets were 106.7 billion yuan, accounting for about 92%. The total liabilities were 68.1 billion yuan, an increase of about 1.4 billion yuan from the beginning of the year. The asset - liability ratio was 59%, a slight increase from the beginning of the year but with little overall change. The scale of interest - bearing liabilities increased slightly, but the average financing cost continued to decline. As of the end of June, the average financing interest rate of interest - bearing liabilities was below 4.7%, a decrease of about 0.45 percentage points from the beginning of the year. Interest expenses decreased by 200 million yuan in the first half of the year, and the overall financial expenses decreased by 180 million yuan. The company completed the repayment of a large - scale US dollar bond on August 26, which is expected to further reduce the average financing cost. Debt replacement in the first half of the year also optimized the debt maturity [26][27]. 3.4.2 Introduction of Macalline's 2025 Semi - annual Report Business Situation by General Manager - In the first half of 2025, the home improvement and building materials industry faced supply fluctuations and demand decline, affecting the company's store operations. The company provided rent and management - fee concessions to small and medium - sized merchants and adjusted its strategy and store category layout to attract high - quality brands such as designers, home - improvement companies, and new - energy vehicle brands [27]. - With the implementation of national consumption - promotion policies, the company will seize industry opportunities to improve operating efficiency and performance. Specific measures include: - Steadily advancing the "3 + Star Ecosystem" with accelerated integration of business formats. The company takes "home" as the core, extending from home furnishings to home appliances and home improvement. It upgraded the high - end appliance strategy, promoted the M + high - end design center, introduced new - energy vehicle and catering categories, and encouraged the introduction of lifestyle business formats. High - end appliances have become one of the fastest - growing business segments, with an operating area accounting for 9.4% as of the end of June. The company plans to build 40 high - end appliance ecological benchmarks "Mega - E Smart Electric Oasis" nationwide in the next three years. The M + home - improvement design center released its 2025 strategic plan, aiming to build a design hub in each store and form the largest home - improvement design service network in China. As of the end of June, the M + design center had an area of 731,000 square meters, introduced more than 1,000 design studios, and cooperated with nearly 5,000 excellent designers. The new - energy vehicle business established a service company, released the "3100 Plan", and as of the end of the reporting period, the business had entered 50 stores, covered 44 cities, cooperated with more than 30 brands, and had an operating area of 261,000 square meters (an increase of 97,000 square meters compared to the end of 2024) [28][29][30]. - Actively responding to the "trade - in" policy to stimulate consumption. The company promoted the "government subsidy + enterprise discount" model nationwide. The number of trade - in orders in national stores was 743,000, with sales of 7.31 billion yuan and central subsidies of 1.17 billion yuan, accounting for about 16% of sales [31]. - Focusing on digital intelligence to enhance management efficiency. In the first half of 2025, the company's digital - intelligence upgrade focused on four areas: strategic business support, process efficiency improvement, model - driven, and intelligent application. It optimized multi - terminal collaboration, strengthened business resilience, built merchant - evaluation and occupancy - rate improvement incentive models, and accelerated business innovation through AI technology [31][32]. - Deeply integrating online and offline operations for full - domain user traffic management. The company upgraded its online traffic matrix, built an "online planting - offline experience" closed - loop, and implemented the trade - in policy offline, combined with brand marketing and government - enterprise dual subsidies. It also launched the "Ten - Thousand - Property Service Plan", integrated upstream and downstream resources, and built a home - service system [33]. 3.4.3 Chairman's Speech - The chairman emphasized the company's commitment to improving performance and creating value for shareholders. The company's overall performance remained stable in the first half of the year, and it continued to promote strategic transformation and upgrading. The company will complete a new five - year strategic plan by the end of this year, adhering to professional operations, improving store layout, strengthening technology and financial support, and creating a differentiated competitive advantage [34][38]. - In the context of the real - estate market adjustment and the transformation of the home - improvement industry, the company actively responded to industry changes. The "3 + Star Ecosystem" strategy continued to advance, with the strategic focus shifting from high - end single - point breakthrough to ecological collaborative win - win. The company aimed to achieve full - dimensional market growth through the "high - end leadership + hierarchical coverage" strategy. In the future, the retail competition of Macalline's home - improvement stores will form a new pattern with building materials and furniture accounting for 60%, appliances 15%, home improvement 15%, and new business formats 10%. The company will also strengthen cooperation with Jianfa Group in the second half of the year and continue to improve the quality and profitability of the home - improvement business [35][36][37][38]. 3.4.4 Q&A Session - **Progress and effectiveness of the "3 + Star Ecosystem"**: High - end appliances, M + high - end home - improvement design centers, and the new - energy vehicle ecosystem have all achieved certain results. The high - end appliance business has increased its operating - area proportion from about 1% four or five years ago to 9.4% in the first half of this year, with potential for a 5 - point increase in occupancy rate. The M + design center has an area of about 700,000 square meters, with a planned 5 - 10 - point increase in area. The new - energy vehicle business has an operating area of more than 200,000 square meters, with a future 4 - 5 - point increase in area. The company expects the occupancy rate to return to over 95% in the next three years [40][41][43]. - **Comparison of the "trade - in" policy with last year and expectations for the second half of the year**: The sales from January to July reached about 8.2 billion yuan, with government subsidies accounting for 16%. The effect was more obvious compared to last year. Although the growth rate in the second half of the year may not be as high as in the first half due to the high base in the second half of last year, the company is confident of achieving over 10% growth for the whole year compared to 2024 if the policy continues [44]. - **Outlook for the company's future profitability and market - value management**: The company needs to improve professional and refined management in aspects such as investment promotion, dealer management, new - media operation, and information management. It will also strengthen market - value management by formulating a five - year strategic plan, improving operating quality, and enhancing communication with the capital market [45][46][47]. - **Jianfa's strategic expectations for Macalline and new strategic changes**: Jianfa is optimistic about the long - term prospects of the home - improvement retail industry and has provided support in business cooperation and financing - structure optimization. Macalline will complete a new five - year strategic plan this year, adhering to professional operations, improving store layout, and cultivating emerging businesses. In the second half of the year, it will continue to improve the quality and profitability of the home - improvement business [47][48][49].