证券代码：600177 证券简称：雅戈尔 公告编号：2025-024 雅戈尔时尚股份有限公司 2024年年度股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 | 1、出席会议的股东和代理人人数 | 1,289 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 2,533,558,827 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 54.7981 | | 份总数的比例（%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会采取现场投票与网络投票相结合的方式表决，会议由公司董事会召 集，董事长李如成先生主持。会议的召集和召开程序、出席会议人员的资格、会 议的表决方式和程序均符合《公司法》及《公司章程》的有关规定。 (五)公司董事、监事和董事会秘书的出席情况 1、 公司在任董事8人，出席8人； 2、 公司在任监事5人，出席5人； 3、 董事会秘书冯隽出席本次会议；副总裁胡 ...

浙江和义观达律师事务所 法律意见书 浙江和义观达律师事务所 关于雅戈尔时尚股份有限公司 法 律 意 见 书 致：雅戈尔时尚股份有限公司 浙江和义观达律师事务所（以下简称"本所"）接受雅戈尔时尚股份有限公 司（以下简称"公司"）的委托，指派本所律师出席公司于 2025 年 5 月 16 日召 开的 2024 年年度股东大会（以下简称"本次股东大会"），并根据《中华人民 共和国公司法》（以下简称"《公司法》"）《上市公司股东会规则》（以下简 称 "《股东会规则》"）等法律、法规、规范性文件以及《雅戈尔时尚股份有 限公司章程》（以下简称"《公司章程》"）的相关规定出具本法律意见书。 为出具本法律意见书，本所律师参加了本次股东大会，审查了公司提供的与 本次股东大会有关的文件。经本所律师核查，这些文件中的副本或复印件均与正 本或原件相符。 2024 年年度股东大会的 本所律师同意将本法律意见书作为公司本次股东大会公告材料，随其他须公 告的文件一同公告，并依法对本所律师在其中发表的法律意见承担责任。 本法律意见书仅就公司本次股东大会所涉及到的相关法律事项出具。除此以 外，未经本所同意，本法律意见书不得为任何其他人用于任何 ...

Core Viewpoint - The A-share clothing companies are facing multiple challenges such as intensified market competition, restructuring supply-demand relationships, and pressures on inventory and cash flow, leading to overall performance decline in the past year [1] Group 1: Performance of Men's Clothing Companies - Several leading men's clothing companies, including Hailan Home, Youngor, Semir, and Baoxiniao, have shown resilience despite facing growth challenges, with net profits around or above 500 million yuan [1] - Hailan Home reported a revenue of 20.957 billion yuan in 2024, a decrease of 2.65%, and a net profit of 2.159 billion yuan, down 26.88% [2] - Youngor achieved a revenue of 14.188 billion yuan, up 3.19%, but its net profit fell by 19.41% to 2.767 billion yuan [2] - Semir's revenue reached 4.004 billion yuan, a growth of 13.24%, while its net profit decreased by 14.28% to 781 million yuan [2] - Baoxiniao's revenue was 5.153 billion yuan, down 1.91%, with a net profit of 495 million yuan, a decline of 29.07% [2] Group 2: Expansion into Outdoor Sports - Leading men's clothing companies are expanding into outdoor sports categories, with Hailan Home investing 248 million yuan to acquire a 51% stake in Spobz, which will manage Adidas products in China [3] - Baoxiniao is acquiring the global intellectual property rights of the high-end outdoor brand Woolrich for approximately 384 million yuan [3] - Semir is also focusing on the outdoor apparel segment, aiming to create a "trendy outdoor" brand [4] Group 3: Performance of Women's Clothing Companies - The women's clothing sector is experiencing more severe impacts, with companies like Ge Li Si, Ri Bo Shi Shang, and An Zheng Shi Shang reporting significant losses [5][6] - Ge Li Si's revenue grew by 4.14% to 3.036 billion yuan, but it reported a net loss of 310 million yuan [6] - Ri Bo Shi Shang's revenue fell by 15.68% to 866 million yuan, resulting in a net loss of 159 million yuan [6] - An Zheng Shi Shang's revenue decreased by 6.23% to 2.034 billion yuan, with a net loss of 124 million yuan [7] Group 4: Growth in Children's Clothing - Semir is one of the few companies that maintained growth in both revenue and net profit in 2024, driven by its children's clothing segment [8] - Semir's revenue reached 14.626 billion yuan, up 7.06%, with a net profit of 1.137 billion yuan, a growth of 1.42% [8] - The children's clothing segment contributed 10.268 billion yuan, accounting for 70.21% of total revenue [8] - Other companies like Youngor and An Zheng Shi Shang are also entering the children's clothing market, with Youngor acquiring the luxury children's brand Bonpoint [10] and An Zheng Shi Shang partnering with the Korean brand ALLO&LUGH [11]

金融界5月12日消息，上证指数高开高走，中证纺织产业指数 (纺织产业，H11053)报1947.35点。 从中证纺织产业指数持仓样本的行业来看，服装占比29.44%、氨纶及其他化纤占比23.49%、锦纶与涤 纶占比17.75%、印染化学品占比14.92%、纺织品占比8.55%、鞋帽与配饰占比5.85%。 数据统计显示，中证纺织产业指数近一个月上涨4.18%，近三个月下跌4.84%，年至今下跌8.47%。 据了解，中证产业指数系列从钢铁产业、船舶产业、石化产业、纺织产业、轻工产业、装备产业和物流 产业等产业出发，编制相应产业指数，以反映沪深市场中各支柱产业上市公司证券的整体表现。该指数 以2008年12月31日为基日，以1000.0点为基点。 从指数持仓来看，中证纺织产业指数十大权重分别为：浙江龙盛（14.92%）、海澜之家（13.52%）、 桐昆股份（13.05%）、雅戈尔（12.54%）、光威复材（12.45%）、华峰化学（9.58%）、稳健医疗 （8.55%）、华利集团（5.85%）、新凤鸣（4.71%）、森马服饰（3.37%）。 从中证纺织产业指数持仓的市场板块来看，上海证券交易所占比60.20%、深圳 ...

股票简称：雅戈尔 股票代码：600177 编号：临 2025-023 公司控股子公司新昊纺科的全资子公司安徽新材料与中国银行股份有限公 司巢湖分行（以下简称"中国银行巢湖分行"）签署《授信额度协议》，授信额 度为 2,000 万元，期限为协议生效之日起至 2025 年 10 月 15 日止。新昊纺科与 中国银行巢湖分行签署《最高额保证合同》，为上述业务提供连带责任保证，保 证期间为债务履行期限届满之日起三年。 雅戈尔时尚股份有限公司 关于控股子公司互保的公告 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。 重要内容提示： ● 担保人：安徽新昊纺织科技有限公司（以下简称"新昊纺科"） ● 被担保人：安徽新雅新材料有限公司（以下简称"安徽新材料"） ● 担保金额：新昊纺科本次为安徽新材料提供的担保金额为 2,000 万元。 截至本公告披露日，公司及控股子公司对外担保总额为 79,004.06 万元，占 公司最近一期经审计净资产的比例为 1.92%。 ● 是否有反担保：否 ● 对外担保逾期的累计数量：零 一、担保情况概述 根据《上海 ...

Core Viewpoint - Yangtze River Holdings (雅戈尔) is one of the few companies in the A-share market that actively engages in cash dividends, planning to distribute a total of 23.12 billion yuan in cash dividends for 2024, with a dividend payout ratio of 83.53% [1][3][4]. Dividend Policy - For the 2024 fiscal year, Yangtze River Holdings intends to distribute 2 yuan per 10 shares (including tax), totaling approximately 9.25 billion yuan in cash dividends [2][4]. - The company has consistently increased its dividend payout ratio over the past five years, with the ratio rising from 23.31% in 2019 to 83.53% in 2024 [5][6][7]. Historical Performance - Since its listing in 1998, Yangtze River Holdings has implemented 30 cash dividend distributions, totaling 294.15 billion yuan, with an average dividend payout ratio of 47.46% [3][7]. - The company has maintained a stable cash dividend policy, with only two years since its listing having a dividend payout ratio below 30% [6][7]. Financial Performance - Yangtze River Holdings has experienced a decline in net profit attributable to shareholders for four consecutive years, with figures dropping from 51.27 billion yuan in 2021 to 27.67 billion yuan in 2024 [10]. - The company has shifted its focus back to its core apparel business, which has contributed to the recent decline in revenue and profits [10]. Strategic Moves - In recent years, Yangtze River Holdings has made significant investments in the apparel sector, including acquiring stakes in various international fashion brands [10]. - The company's major shareholder, Li Rucheng, has consistently increased his holdings, indicating confidence in the company's future prospects [3][10].

Core Viewpoint - The company, Youngor (雅戈尔), is undergoing strategic adjustments in its real estate and investment sectors while focusing on enhancing its brand presence and operational efficiency. Group 1: Real Estate Business - The company plans to recognize revenue based on the delivery schedule of its properties, with a significant project, Ningbo Minghu Yiqiuyuan, having a pre-sale amount of 3.916 billion yuan as of the end of 2024 [2] - As of the end of 2024, the real estate inventory stands at 7.947 billion yuan, with a substantial portion already pre-sold, resulting in pre-received housing payments of 5.08 billion yuan [3] Group 2: Investment Strategy - The company aims to accelerate the exit from financial investment projects, enhance cash flow management, and continuously optimize its investment structure [4] Group 3: Brand Development - The company is focusing on adjusting its product categories to increase the share of outdoor leisure and women's clothing, while also enhancing its channel structure by deepening connections with high-end shopping centers and outlet stores [5] - The company reported growth in various channel types excluding the impact of the BONPOINT brand, specifically in business clubs, shopping centers, outlets, and e-commerce [6] Group 4: Financial Performance - In the first quarter of 2025, the company reported a main revenue of 2.795 billion yuan, a year-on-year decrease of 15.6%, and a net profit attributable to shareholders of 803 million yuan, down 13.33% year-on-year [8] - The company maintains a debt ratio of 42.89%, with investment income of 757 million yuan and financial expenses of 150 million yuan, while the gross profit margin is at 50.94% [8] Group 5: Dividend Policy - The company plans to continue its quarterly dividend policy for the year 2025, with three interim dividends scheduled for September and December 2025, and March 2026 [7]

雅戈尔时尚股份有限公司 2024 年年度股东大会 会议资料 二〇二五年五月十六日 2024 年年度股东大会会议文件·致股东 李如成董事长致股东信 尊敬的股东： 大家好! 2024 年是雅戈尔进入深度调整的年份，我们退出了运营 三十多年的地产行业，全力投入时尚产业的发展，不断加强 对雅戈尔品牌的投入与提升，同时对引进的品牌进行消化与 拓展。尽管目前还没有产生效益，但我坚信，有志者事竟成。 2024 年是雅戈尔创业 45 周年，45 年来雅戈尔经历了风 风雨雨，发展中遇到有顺境也有挫折，但雅戈尔人坚持创业 初心不变，我们不断调整和完善产业结构，用数字化提升传 统产业，做好企业全方位的传承工作，有条不紊地向前推进。 可以说，雅戈尔的发展战略更加清晰，雅戈尔的步子更加稳 健扎实。 2025 年是雅戈尔承前启后的一年，我们将编制新的五 年规划，继续坚持朝着时尚产业目标稳步前进，尽管当前大 环境对时尚经济带来挑战，但我们坚信，只要努力，一往无 前，我们定会克服当前的困难，走向成长的通道。 我们始终感谢广大股东的信任与包容，我们始终秉持为 社会提供优质服务、为企业增加发展后劲、为股东争取更大 回报、为员工谋取幸福尊严的理念 ...

Financial Performance - In 2024, the company achieved operating revenue of CNY 14,188,216,938.96, a year-on-year increase of 3.19%[25]. - The net profit attributable to shareholders decreased by 19.41% to CNY 2,767,465,580.96 due to industry restructuring and weak consumer demand[25]. - The net assets attributable to shareholders at the end of 2024 were CNY 41,199,968,953.69, reflecting a growth of 5.06% compared to the previous year[25]. - The company's asset-liability ratio improved to 41.95%, a decrease of 9.02 percentage points from the beginning of the year[35]. - The basic earnings per share for 2024 were CNY 0.60, down 20.00% from CNY 0.75 in 2023[26]. - The cash flow from operating activities saw a significant decline of 76.37%, primarily due to a lack of new real estate projects and reduced cash receipts from sales[26]. - The weighted average return on equity decreased to 6.83%, down 2.08 percentage points from the previous year[26]. - The company reported a total asset value of CNY 71,389,352,770.85, a decrease of 11.33% compared to the previous year[25]. - Non-recurring gains and losses for 2024 totaled CNY 64,330,852.21, significantly lower than CNY 248,731,314.58 in 2023[31]. Dividend Distribution - The company plans to distribute a cash dividend of RMB 0.20 per share, totaling RMB 924,688,380.40, which represents 83.53% of the net profit attributable to shareholders for the year[8]. - Youngor will implement three interim dividend distributions in 2025 based on the first three quarters' profits and performance[9]. - The cumulative cash dividend over the last three accounting years amounts to 6,935,187,853.00 RMB, with a cash dividend ratio of 185.51% relative to the average net profit during that period[155]. - The proposed cash dividend for the entire year of 2024 is 2.00 RMB per 10 shares, amounting to 924,688,380.40 RMB, which represents 83.53% of the net profit for that year[150]. Business Strategy and Focus - In 2024, Youngor Fashion Co., Ltd. exited the real estate industry, focusing entirely on the fashion sector, with a commitment to enhancing brand value and expanding introduced brands[3]. - Youngor aims to develop a new five-year plan in 2025, continuing its steady progress towards the fashion industry despite current economic challenges[3]. - Youngor is committed to digital transformation to enhance traditional industries and ensure comprehensive business continuity[3]. - The company emphasizes its dedication to providing quality services, enhancing development potential, and maximizing shareholder returns[3]. - Youngor's strategic focus is on overcoming current difficulties and pursuing growth opportunities in the fashion market[3]. - The company continues to focus on innovation and supply chain advantages to maintain its leading position in the business men's clothing industry[46]. - The company is focusing on upgrading its channel strategy and exploring new business models to adapt to changing consumer environments[57]. - The company is committed to expanding its market share through a multi-brand layout and innovative sales models[113]. Operational Highlights - The fashion segment reported operating revenue of CNY 679,905.20 million, with a net profit of CNY 43,115.26 million, both showing declines of 6.94% and 43.90% respectively[36]. - The main brand YOUNGOR achieved an annual revenue of 5,186.70 million yuan, accounting for 90.46% of the total revenue, focusing on business and outdoor leisure products[37]. - The subsidiary brands generated a total revenue of 547.08 million yuan, representing a year-on-year growth of 29.91%[37]. - The joint brand HELLY HANSEN experienced a sales growth rate of 116% due to the high demand in outdoor and sports segments[37]. - The number of self-operated stores increased to 1,777, with an additional 46 stores opened during the reporting period, and the total retail area expanded by 48,800 square meters[38]. Corporate Governance - The company has established independent procurement, production, and sales systems, ensuring no reliance on the controlling shareholder[124]. - The company has independent financial management, with a separate accounting system and independent bank accounts, ensuring no interference from the controlling shareholder[125]. - The company has a complete and independent organizational structure, with clear responsibilities for the board of directors and supervisory board[125]. - The company has not experienced any insider information leaks during the reporting period[124]. - The company has no significant differences in governance compared to regulations set by the China Securities Regulatory Commission[124]. Environmental and Social Responsibility - The company invested 2.89 million yuan in environmental protection during the reporting period[161]. - The company has a wastewater treatment facility with a daily capacity of 1,000 tons, achieving compliance with the relevant pollution discharge standards[163]. - The company reduced carbon emissions by 151 tons through various measures, including upgrading equipment and improving energy efficiency[168]. - Total donations and public welfare project investments amounted to 45.19 million yuan, benefiting 200,000 people[169]. Employee and Talent Management - The company emphasizes the importance of talent cultivation and retention to support business expansion and performance[113]. - A multi-tiered training system is in place to enhance employee capabilities, including specialized courses for middle and senior management[145]. - The company has established a "Young Cadre Reserve Program" to accelerate the growth of high-potential employees through rotation and project practice[146]. - The total number of employees in the parent company is 287, while the main subsidiaries employ 18,004, resulting in a total of 18,291 employees[143]. Audit and Compliance - The company has established a comprehensive internal control system that meets regulatory requirements, ensuring effective management and protection of shareholder interests[157]. - The internal control audit report issued by the accounting firm was a standard unqualified opinion[159]. - The company has made continuous improvements to its internal control system, ensuring compliance with laws and regulations[158]. - The company appointed Lixin Certified Public Accountants (Special General Partnership) as its domestic auditing firm, with a total audit fee of RMB 2.1 million for the reporting period, including RMB 1.8 million for financial audit and RMB 0.3 million for internal control audit[173].

Industry Overview - China is a significant global producer and exporter of textiles, with the import and export amounts of ties and bow ties reflecting domestic and international market demand and industry competitiveness [1][11] - In 2024, the import amount of ties is projected to be $13.13 million, while the export amount is expected to reach $189.74 million, indicating a strong export market [1][11] - A substantial portion of imported ties comes from internationally renowned brands, which leverage high-end design, quality materials, and craftsmanship to target premium consumer markets [1][11] Industry Definition and Classification - Ties are accessories worn at the collar of shirts, serving decorative and aesthetic purposes, primarily used in formal or semi-formal settings [2] - They are typically made from materials such as silk and polyester, with variations in length and width based on style and trends [2] Industry Chain Analysis - The tie industry chain consists of tightly connected upstream, midstream, and downstream operations [4] - Upstream includes raw material supply, such as silk and polyester fibers, which directly impact tie quality [4] - Midstream focuses on manufacturing, including design, cutting, sewing, and finishing, while branding and marketing shape market image [4] - Downstream sales channels include offline department stores, specialty shops, menswear stores, and online platforms, catering to various consumer needs [4] Development History - The Chinese tie industry has evolved through three stages: initiation, rapid development, and transformation [6][7] - The initiation phase began in the late 1970s, coinciding with economic reforms that spurred textile industry growth [6] - The rapid development phase saw increased domestic and international demand, leading to the establishment of industrial clusters and brand building [7] - The current transformation phase emphasizes technological investment, design innovation, and market expansion to achieve high-quality development [7] Upstream Analysis - China has become the world's largest producer of polyester fibers, with production exceeding 60 million tons in 2024, accounting for over 80% of global output [9] - The stable growth of polyester fiber production provides a reliable raw material supply for the tie industry, reducing supply chain risks [9] Current Industry Status - The import and export amounts of ties and bow ties have shown fluctuations due to domestic textile industry upgrades and changes in international trade environments [11] - China's tie industry benefits from cost advantages in raw material procurement and labor compared to foreign competitors [11] Consumer Demographics - Males constitute 85% of tie consumers, driven by traditional business etiquette and workplace dress codes [13] - The female consumer segment, currently at 15%, is expected to grow as fashion trends evolve and women's workplace status rises [13] Key Companies Analysis - The competitive landscape of the tie industry is characterized by diversification and differentiation among brands [15] - High-end brands like Goldlion and Baobei Tie dominate the business formal sector, focusing on quality and brand positioning [15] - Companies like Youngor and Romon leverage their menswear brand strengths to expand their tie product lines [15] - Hailan Home targets the mass market with affordable, stylish designs, appealing to a broad consumer base [15] Future Development Trends - Product innovation and design diversification are emerging trends, with brands incorporating cultural elements and artistic patterns into tie designs [21] - The female tie market presents significant growth potential, with brands encouraged to develop collections tailored to women's preferences [22][23] - Smart manufacturing is a key path for industry transformation, enhancing production efficiency and sustainability through automation and digitalization [24]