证券代码：600107 证券简称：ST 尔雅 公告编号：2025045 湖北美尔雅股份有限公司 关于公司股票被实施其他风险警示相关事项的进展公告 中审众环会计师事务所(特殊普通合伙)对公司出具否定意见的内部控制审计报 告，反映了2024年度公司内部控制的实际情况，公司将督促管理层及相关方积极采 取有效措施，尽快消除相关事项对公司的影响；同时严格遵照《企业内部控制基本 规范》等规定，不断加强公司内控体系建设和监督工作，确保公司在所有重大方面 保持有效的内部控制。 针对内部控制审计报告中的相关事项，公司结合实际状况采取如下改善措施： 1、公司管理层及相关方将积极采取有效措施，尽快消除相关事项对公司的影响。 一是审议《关于2024年第三季度报告更正的议案》，并披露了更正后的《2024年第 三季度报告》；二是强化风险意识，积极解决现有问题，严格遵照《企业内部控制 基本规范》等规定，不断加强公司内控体系建设和监督工作，确保公司在所有重大 方面保持有效的内部控制；三是加快涉诉票据的解决，票据涉诉部分目前已经完成 了550万的和解回收，公司将与合作方全力解决剩余票据问题。 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 ...

Hubei Meiya Co., Ltd. 2025 Semi-Annual Performance Forecast [Core Summary of Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company projects continued losses for H1 2025, with net profit attributable to parent shareholders estimated between -36 million and -19.5 million yuan, and a larger loss for non-recurring net profit Estimated Performance for H1 2025 | Indicator | Estimated Amount (RMB) | Year-over-Year Growth Rate | | :--- | :--- | :--- | | Net Profit Attributable to Parent Shareholders | -36 million to -19.5 million yuan | -31.00% to 29.04% | | Net Profit Attributable to Parent Shareholders (Excluding Non-Recurring Items) | -46 million to -24.8 million yuan | -33.86% to 27.83% | - This performance forecast is a preliminary estimate by the company's financial department and has not been audited by an accounting firm[4](index=4&type=chunk) [Prior Period Performance Comparison](index=1&type=section&id=II.%20Prior%20Period%20(2024%20Semi-Annual)%20Performance) In H1 2024, the company reported a net loss of -27.48 million yuan attributable to parent shareholders, with non-recurring net profit at -34.37 million yuan, indicating potential for either slight improvement or further loss in H1 2025 Actual Performance for H1 2024 | Indicator | Actual Amount for H1 2024 (RMB) | | :--- | :--- | | Net Profit Attributable to Parent Shareholders | -27.48 million yuan | | Net Profit Attributable to Parent Shareholders (Excluding Non-Recurring Items) | -34.37 million yuan | | Basic Earnings Per Share | -0.08 yuan/share | [Analysis of Performance Change](index=1&type=section&id=III.%20Reasons%20for%20Performance%20Change) The performance change is primarily due to a decrease in operating revenue, driven by the disposal of a pharmaceutical subsidiary and a decline in the core apparel business, alongside a significant reduction in investment income compared to the prior year - Operating revenue decreased due to the disposal of equity in Qinghai Zhongyou Health Huijia Pharmaceutical Chain Co., Ltd., resulting in a reduction of approximately **30 million yuan** in pharmaceutical segment revenue[6](index=6&type=chunk)[7](index=7&type=chunk) - Apparel business revenue declined compared to the prior year[7](index=7&type=chunk) - Investment income decreased by approximately **10 million yuan** year-over-year, primarily from debt restructuring related to a prior year's subsidiary equity transfer, which generated higher income[7](index=7&type=chunk) - Company strategy includes intensifying market development and implementing cost reduction and efficiency improvement measures to enhance operating performance[7](index=7&type=chunk) [Risk Warning and Other Notes](index=2&type=section&id=IV.%20Risk%20Warning) The company confirms no material uncertainties affecting the accuracy of this preliminary performance forecast, emphasizing that final financial data will be disclosed in the 2025 semi-annual report, urging investors to exercise caution - The company states there are no significant uncertainties affecting the accuracy of this performance forecast[8](index=8&type=chunk) - Final financial data will be subject to the company's 2025 semi-annual report, and investors are advised to be aware of investment risks[9](index=9&type=chunk)

Market Overview - The Shanghai Composite Index closed at 3519.65 points, above the annual line, with a change of 0.27% [1] - The total trading volume of A-shares reached 14809.22 billion yuan [1] Stocks Breaking Annual Line - A total of 46 A-shares have surpassed the annual line today, with notable stocks including: - Siyuan Electric (002028) with a deviation rate of 7.62% - Huaming Equipment (002270) with a deviation rate of 2.75% - Tongyi Co., Ltd. (300538) with a deviation rate of 2.63% [1] Deviation Rate Rankings - The top stocks with the highest deviation rates from the annual line include: - Siyuan Electric: 10.00% increase, latest price 76.99 yuan, deviation rate 7.62% - Huaming Equipment: 3.25% increase, latest price 16.85 yuan, deviation rate 2.75% - Tongyi Co., Ltd.: 2.63% increase, latest price 16.02 yuan, deviation rate 2.63% [1] Additional Stocks with Minor Deviations - Stocks with smaller deviation rates that have just crossed the annual line include: - Daqin Railway and *ST Haiyuan with minimal deviation rates [1]

Market Overview - The Shanghai Composite Index closed at 3525.40 points, above the annual line, with a change of 0.43% [1] - The total trading volume of A-shares reached 987.43 billion yuan [1] Stocks Breaking Annual Line - A total of 41 A-shares have surpassed the annual line today, with notable stocks including: - Siyuan Electric (002028) with a deviation rate of 7.62% - Tongyi Co., Ltd. (300538) with a deviation rate of 2.51% - Ruisheng Technology (688090) with a deviation rate of 2.05% [1] Stocks with Significant Deviation Rates - The stocks with the highest deviation rates from the annual line include: - Siyuan Electric: 10.00% increase, trading at 76.99 yuan - Tongyi Co., Ltd.: 2.50% increase, trading at 16.00 yuan - Ruisheng Technology: 3.24% increase, trading at 35.10 yuan [1] Additional Stocks with Minor Deviations - Other stocks that have just crossed the annual line with smaller deviation rates include: - Qianjiang Motorcycle, Jiuquan Technology, and Huadian International, which have just reached the annual line [1]

Group 1 - The core point of the article highlights that Hubei Meiya Co., Ltd. (ST Er Ya) reported a significant decline in revenue for 2024, with total revenue of 330 million yuan, a year-on-year decrease of 27.42% [1][3] - The company’s revenue breakdown includes 286 million yuan from clothing business, approximately 29.8 million yuan from medical business, and about 1.36 million yuan from other businesses [1] - The average revenue per direct store is 2.76 million yuan, while the average revenue per franchise store is 769,300 yuan, indicating a higher performance in direct stores compared to franchises [1] Group 2 - The company received a regulatory letter from the Shanghai Stock Exchange regarding its 2024 annual report, addressing issues in six areas including main business, internal control, coal trading, clothing group purchasing, prepaid accounts, and construction in progress [2] - Internal control issues were identified during coal trading operations with Zhongtong Southern, leading to significant misstatements in financial reports [2] - The balance of prepaid accounts at the end of 2024 was 136 million yuan, reflecting an increase of 84.63% year-on-year, while construction in progress reached 38.37 million yuan, up 150.40% year-on-year [2]

Core Viewpoint - The company received a regulatory letter from the Shanghai Stock Exchange regarding its 2024 annual report, prompting a detailed analysis of its business operations and financial disclosures [1]. Summary by Sections Main Business - The company reported a revenue of 330 million yuan for the reporting period, a year-on-year decline of 27.42%. The revenue breakdown includes 286 million yuan from clothing, approximately 29.8 million yuan from medical business, and about 13.6 million yuan from other operations [1]. - The average revenue per store for direct sales channels was 2.7558 million yuan, while for franchise stores, it was 769,300 yuan, indicating a significant disparity [2]. Revenue Discrepancy Explanation - The higher average revenue for direct stores compared to franchise stores is attributed to larger store sizes, a wider variety of products, and a customer base with higher brand loyalty. This trend is also observed in comparable companies within the industry [2][3]. Major Clients and Suppliers - The company provided details on its top five clients and suppliers, including sales amounts and the nature of transactions. The largest client accounted for 27.27% of total sales, amounting to approximately 7.8 million yuan [4]. - The company noted a decrease in orders from a long-term client due to economic conditions, impacting export revenues. The competitive landscape in the clothing industry has intensified, affecting group purchase orders [4][5]. Revenue Recognition Policies - The company follows a revenue recognition policy based on the transfer of control, confirming revenue when customers gain control of the goods. This includes retail, group purchases, and export sales [8][10]. - The revenue recognition practices are in compliance with the relevant accounting standards, ensuring that the company recognizes revenue at the appropriate time [10][11]. Financial Adjustments - The company disclosed adjustments to its revenue, totaling 3.7144 million yuan, which includes income unrelated to its main business and income lacking commercial substance [12][14]. - The company confirmed that there are no additional income items that should be deducted according to the regulations set by the Shanghai Stock Exchange [12][14]. Internal Control Issues - An audit report indicated a negative opinion on the company's internal controls, particularly regarding transactions involving commercial acceptance bills that lack commercial substance [14][15]. - The company is required to provide further details on these transactions, including the nature of the third parties involved and the reasons for the irregularities [15][16].

Core Viewpoint - The company, Hubei Meierya Co., Ltd., reported a significant decline in revenue for the year 2024, with total revenue of 330 million yuan, a year-on-year decrease of 27.42% [2][3]. Business Operations - The company's revenue breakdown includes 286 million yuan from clothing business, 29.8 million yuan from medical business, and 13.6 million yuan from other businesses [2]. - The average revenue per store for direct-operated stores was 2.7558 million yuan, while for franchise stores, it was 769,300 yuan, indicating a substantial difference in performance between the two channels [3]. Customer and Supplier Analysis - The top five customers in the clothing segment for 2022-2024 were identified, with significant contributions from long-term partners [4][5]. - The company reported a total sales amount of 28.609 million yuan from its top customers, accounting for 27.27% of total sales [4]. - The medical segment's top suppliers were also highlighted, with a total procurement amount of 1.38465 million yuan, representing 79.31% of the total procurement for the first four months of 2024 [9]. Revenue Recognition Policies - The company follows a revenue recognition policy based on the transfer of control, confirming revenue when the customer obtains control of the goods [10][12]. - The revenue recognition practices for both the clothing and medical segments were confirmed to comply with the relevant accounting standards [12][13]. Financial Performance and Adjustments - The company reported a total of 371.44 million yuan in revenue deductions for non-main business income and income lacking commercial substance [14]. - The company’s internal control received a negative opinion due to issues related to commercial acceptance bills lacking commercial substance, which affected the accuracy of financial reporting [15].

证券代码：600107 证券简称：ST尔雅 公告编号：2025043 湖北美尔雅股份有限公司 关于上海证券交易所对公司2024年年度报告的 信息披露监管工作函的回复公告 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。 2025年5月30日，湖北美尔雅股份有限公司（以下简称"公司"、"本公司"、 "上市公司"）收到上海证券交易所发来的《关于湖北美尔雅股份有限公司2024 年年度报告的信息披露监管工作函》（上证公函[2025]0709号）（以下简称"《工 作函》"）。在收到《工作函》后，公司立即组织相关人员对有关问题进行了逐项 分析与核实，现就《工作函》相关事项回复如下： 一、关于主营业务 年报显示，报告期内公司实现营业收入3.30亿元，同比下滑27.42%，其中 服装业务、医疗业务及其他业务收入分别为2.86亿元、2979.86万元及1361.31 万元。公司服装业务主要由直营店、加盟联营店、出口加工、团购订单等构成， 报告期内直营渠道平均门店收入275.58万元,加盟联营店平均门店收入76.93万 元，二者差异较大。 请公司： ...

关于湖北美尔雅股份有限公司 2024年年度报告的信息披露监管工作函的回复 众环专字(2025)0101218 号 上海证券交易所上市公司管理二部： 中审众环会计师事务所（特殊普通合伙）（以下简称"本所"或"我们"）作为湖北美尔 雅股份有限公司（以下简称"美尔雅公司"或"公司"）2024年度财务报表的审计机构，于2025 年4月28日出具了众环审字(2025)0103208号保留意见审计报告。 公司销售渠道主要包括直营店、加盟联营店、出口加工、团购订单。其中，直营店 是指公司直接设立和经营管理的专卖店，店铺形式一般为底商；加盟联营店主要指商场 专柜。报告期内，公司直营渠道平均销售收入275.58万元，较加盟联营店平均门店收入 76.93万元多198.65万，主要原因包括：直营店店面规模大于加盟联营店；直营店产品品 类多于加盟联营店；直营店客户更多是对公司品牌认可度较高的老客户，而加盟联营店 是商场设置专柜，商场品牌多，品牌竞争激烈，客户购买品牌服装选择范围广。基于以 上缘由，直营渠道平均销售收入高于加盟联营店平均收入。在同行业可比公司中，也存 在直营店平均营收高于加盟店平均营收的情况，详见以下公司相关可比数据： ...

Group 1 - The law firm has been commissioned by Hubei Meirya Co., Ltd. to attend the 2024 annual shareholders' meeting and issue a legal opinion [1] - The meeting was convened on June 5, 2025, by the company's board of directors, and the notice was published in accordance with legal requirements [2] - The shareholders' meeting took place on June 27, 2025, at 14:00 in Beijing, and the meeting details were consistent with the notice [2] Group 2 - A total of 3 shareholders or their proxies attended the meeting, representing 73,459,538 shares, which is 20.4054% of the total shares [3] - The meeting was attended by 101 shareholders, representing 1,987,847 shares, and the qualifications of attendees were verified as valid [3][4] - No modifications or additional proposals were made during the meeting, and the matters discussed were consistent with the notice [4] Group 3 - The voting process was conducted through a named voting method, with supervision ensuring the results were accurate and valid [4] - All proposed resolutions received approval from more than half of the voting rights held by attending shareholders [5] - The legal opinion concludes that the meeting's convening, attendance qualifications, and voting procedures were in compliance with the company's articles of association and were legally valid [5]