北京市金杜律师事务所上海分所 关于红星美凯龙家居集团股份有限公司 2025 年第五次临时股东大会 之法律意见书 致：红星美凯龙家居集团股份有限公司 北京市金杜律师事务所上海分所（以下简称本所）接受红星美凯龙家居集 团股份有限公司（以下简称公司）委托，根据《中华人民共和国证券法》（以下 简称《证券法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国证券 监督管理委员会《上市公司股东会规则》（以下简称《股东会规则》）等中华人 民共和国境内（以下简称中国境内，仅为本法律意见书之目的，本法律意见书 中提及的"中国境内"不包括中国香港特别行政区、中国澳门特别行政区和中 国台湾省）现行有效的法律、行政法规、规章和规范性文件和现行有效的《红 星美凯龙家居集团股份有限公司章程》（以下简称《公司章程》）有关规定，指 派律师出席了公司于 2025 年 8 月 15 日召开的 2025 年第五次临时股东大会（以 下简称本次股东大会），并就本次股东大会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了以下文件，包括但不限于： 1 1. 公司 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 审 ...

数据显示，8月14日，剔除负值数据，A股共有305只个股股价跌破每股净资产。其中美凯龙、金地集 团、*ST天茂市净率最低，分别为0.272倍、0.299倍、0.357倍。 （文章来源：第一财经） ...

Core Insights - The article highlights the significant decline of Red Star Macalline, once a leading player in the home furnishing retail sector, facing substantial financial losses and operational challenges [3][15] - The company's revenue model, heavily reliant on rental income and property management, is under pressure due to changing market dynamics and increased competition [6][7] Financial Performance - Red Star Macalline is projected to report a net loss of between 1.59 billion to 1.92 billion yuan for the first half of 2025, marking its third consecutive year of losses [3] - The number of self-operated malls has decreased from 250 to 76, with cumulative losses exceeding 5 billion yuan from 2023 to 2024, erasing profits from 2020 to 2022 [3][9] - The company's asset-liability ratio is approaching 60%, which is concerning for its financial stability [9] Business Model and Strategy - The company operates on a business model that combines rental income with property management services, similar to fast-food giants like McDonald's and KFC [6][7] - Red Star Macalline's revenue from self-operated and rental businesses accounted for 68.5% of total revenue in 2024, indicating a strong reliance on this segment [6][8] - The shift towards a service-oriented model is evident, as the company aims to provide additional services to merchants, moving from a landlord to a service partner [7] Market Challenges - The home furnishing industry is experiencing a downturn, exacerbated by the real estate market's decline and changing consumer purchasing habits [13][15] - The rise of bulk purchasing by major real estate companies has significantly impacted the profitability of traditional retail models [14] - Online sales remain a small fraction of total revenue, with low customer retention rates, highlighting the challenges in adapting to digital trends [14][15] Competitive Landscape - Red Star Macalline's competitor, Juran Home, has adopted a lighter asset model, focusing on rental properties, which allows for quicker adjustments in response to market conditions [11][12] - Both companies face similar challenges, indicating that the issues are not isolated but rather reflective of broader industry trends [12][15]

Group 1 - The company Changzhou World Furniture and Home Plaza Co., Ltd. has undergone a change in its business registration, with key personnel changes including the resignation of founder Che Jianxing as supervisor and Chen Shuhong as legal representative, chairman, and general manager [1] - Liu Zemin has been appointed as the new legal representative and will also serve as a director and manager of the company [1] - The company was established in April 2002 with a registered capital of 5 million RMB, and its business scope includes venue rental services, property management, and corporate management consulting [1] Group 2 - The company is wholly owned by Meikailong (601828) [1]

今年，红星美凯龙将"818嗨购节"升级为"818好物贴贴节"，一是寓意政企双重补贴，二是突显整合营销爆品货盘优势。因此，结合"政企双补"与"一张券一盘货"的新模式在此次直播中得到全 此外，红星美凯龙创新打造了极具竞争力的全品类货盘，通过"成本优化+价格保障+品质优选"的三维策略，真正实现"聚质优价"的消费升级体验——既让消费者真切感受到"全国一盘货"的价格保 流量+留量，发力全域流量运营 此次直播活动同时也是红星美凯龙又一次全域流量运营的实战。通过整合抖音、小红书、美团等平台资源，红星美凯龙将线上内容共创与线下到店体验深度融合。直播前，红星美凯龙还发起了" 为了进一步激发消费者的参与热情，此次直播间除了发放通用券和品牌补贴外，还设置了800个品牌福袋全天抽奖，更有10套目的地往返机票作为压轴大奖，中奖者可以随时开启一场说走就走的 红星美凯龙家居集团执行总裁朱家桂在"818好物贴贴节"启动会上强调的"用户增长量化"目标，在此次直播中得到充分体现——直播间单场新增粉丝数近5万。 本次直播火爆的背后，依靠的不仅是性价比策略，在形式上，它更像是一次沉浸式的家居文化秀。 据悉，当前818大促正在全国范围内火热进行中，" ...

Core Viewpoint - The home furnishing market is facing a critical turning point in 2025, marked by a series of tragic events involving industry leaders, which may leave a dark mark in Chinese business history [4]. Group 1: Industry Overview - The home furnishing market operates on a "real estate-like" model, relying heavily on land acquisition, loans, and rental income, making it susceptible to risks associated with resource acquisition [5]. - The industry has thrived over the past 20 years due to the real estate boom, but as this growth cycle ends, a market "cleansing" and reshuffling is necessary [6]. - The average rental rates for leading home furnishing companies have been reported to be between 89% and 93%, below the industry safety line of 95%, indicating operational risks [8]. Group 2: Financial Performance - From 2021 to 2024, the total revenue of major players like居然之家 (Yuanran Home) fluctuated around 13 billion yuan, while net profit plummeted by 67% from 2.3 billion yuan to 769 million yuan [12]. - 红星美凯龙 (Red Star Macalline) saw its revenue drop from 15.5 billion yuan in 2021 to 7.8 billion yuan in 2024, with net losses escalating from 2.2 billion yuan to 2.9 billion yuan [13]. - 富森美 (Fusenmei) maintained revenue around 1.5 billion yuan but faced declining net profits, indicating a trend of financial deterioration across the industry [14]. Group 3: Market Dynamics - The home furnishing market's sales in 2024 were approximately 1.49 trillion yuan, reflecting a year-on-year decline of 3.85%, with a significant increase in bankruptcies within the home decoration sector [9]. - The shift in consumer behavior and the rise of online platforms have led to a decline in foot traffic and sales in physical stores, with many stores reporting minimal customer engagement [10][11]. - The operational model is evolving, with companies exploring multi-format strategies and digital transformation to adapt to changing market conditions [17][19]. Group 4: Transformation Challenges - Companies are attempting to diversify their business models by integrating new formats such as automotive and dining services, but these efforts have yet to fully offset declines in core business [17]. - The transition to online platforms has proven challenging, as traditional home furnishing retailers struggle to replicate the customer experience offered by established e-commerce giants [21]. - The need for enhanced service offerings and unique in-store experiences is becoming critical as the market shifts from a focus on rental income to a more service-oriented approach [23][25].

Core Viewpoint - The home furnishing industry is experiencing significant turmoil, with major players facing operational and financial challenges due to a downturn in the real estate market and internal strategic issues [2][4][18]. Group 1: Industry Overview - The home furnishing market is under pressure, with a projected 3.85% decline in sales for 2024, totaling 1.49 trillion yuan [4]. - The real estate market is expected to continue facing double-digit declines in new residential sales, construction, and starts in 2024 [4]. - The recent turmoil in the industry includes the investigation of prominent figures and the unfortunate deaths of key executives, indicating a potential shift in the industry landscape [2][4]. Group 2: Company Performance - Red Star Macalline's revenue has decreased from 155.13 billion yuan in 2021 to 78.21 billion yuan in 2024, with a net loss of 37.28 billion yuan in 2024 [5][4]. - In contrast, Juran Smart Home's revenue for 2024 is 130 billion yuan, maintaining its position as the industry leader, although its net profit is primarily driven by asset disposals [4][5]. - Both companies are facing significant debt pressures, with Red Star Macalline's asset-liability ratio at 57% and Juran Smart Home's at 28% [8]. Group 3: Strategic Challenges - Juran Smart Home's cash flow is under strain, with a net cash outflow of 2.968 billion yuan in 2023 due to aggressive investments, including a major acquisition [10]. - Both companies have implemented rent reductions for merchants, impacting their rental income and property valuations [12][19]. - The competitive landscape is intensifying, with heavy asset burdens making it difficult for home furnishing companies to pivot strategically in the current economic climate [18][19].

Core Viewpoint - The home furnishing industry is experiencing significant challenges, with a notable decline in revenue and profits among major companies, despite some firms increasing their dividend payouts. The overall market is showing signs of recovery, but the underlying issues remain critical [3][5][30]. Revenue and Profit Trends - The total revenue of 30 selected A-share home furnishing companies peaked in 2021 at 167.8 billion yuan, but has since declined for three consecutive years, dropping to 135.5 billion yuan in 2024, a decrease of approximately 20% [3][11]. - Net profits reached a historical high of 18.8 billion yuan in 2019 but plummeted to 3 billion yuan in 2024, with one-third of the companies reporting losses [3][15]. Employment and Operational Challenges - The total number of employees in the home furnishing sector decreased from 217,000 in 2021 to 165,000 in 2024, resulting in a loss of over 50,000 jobs [4][22]. - The average accounts payable turnover days increased from 88 days in 2018 to 154 days in 2024, indicating worsening cash flow issues for suppliers [19][21]. Stock Performance and Shareholder Returns - The median stock price decline for the 30 companies is 64%, with over half of the companies experiencing declines of more than 64% [25][28]. - Despite poor financial performance, some companies have increased their dividend payouts significantly, with 12 companies having a cash dividend ratio exceeding 70% in 2024 [30][31]. Management and Ownership Changes - Several founding families have transferred control of their companies due to financial difficulties, including major players like Meikailong and Gujia Home [5][35][36]. - The trend of high dividend payouts amidst declining profits may reflect the financial strain on controlling shareholders [34]. Market Recovery and Future Outlook - Since the low point in 2024, the total market capitalization of the "Home 30" has shown signs of recovery, with a year-on-year increase of 19% [5][28]. - Companies are increasingly focusing on overseas markets, with 12 companies reporting overseas revenues exceeding 100 million yuan in 2024, accounting for 17% of their total revenue [5][38].

Group 1 - The core stock price of Meikailong on August 8 closed at 2.91 yuan, down 0.01 yuan from the previous trading day, with a decline of 0.34% [1] - The trading volume for the day was 124,188 hands, with a transaction amount of 0.36 billion yuan [1] - The stock price fluctuated between 2.90 yuan and 2.93 yuan during the day, with an amplitude of 1.03% [1] Group 2 - Meikailong is a significant player in the commercial retail sector, primarily engaged in the operation and management of home improvement and building materials shopping malls [1] - The company is actively exploring a new business model of "integrated automotive and home" and has established automotive operations in 44 cities, with a signed area exceeding 260,000 square meters [1] - Recent developments include the creation of a 20,000 square meter automotive theme pavilion in Kunming, featuring brands like SAIC Volkswagen and Geely Galaxy, aimed at building a "digital content + physical service" ecosystem [1] Group 3 - The company anticipates a loss of 1.59 billion to 1.92 billion yuan for the first half of 2025, primarily due to weakened demand in the home retail market and a decline in shopping mall occupancy rates [1] - Meikailong is continuing to advance its "3+Star Ecosystem" strategic transformation, with plans to achieve a breakthrough of 1 million square meters in automotive operations over the next three years [1]

Core Viewpoint - The article discusses the concept of "scene creation" and the evolution of new business models driven by AI, emphasizing the importance of reconstructing meaning in various contexts and the emergence of new species in business [4][18]. Group 1: Scene Creation and Evolution - The past decade has been marked by the evolution of "scene creation," where meticulously designed scenarios drive the growth of new business entities [10][17]. - The case of "San Yi Niao" illustrates the shift from merely offering products to providing highly personalized home scene customization solutions, highlighting the importance of understanding user needs [13]. - "Red Star Macalline" has transformed into an "AI home life destination," integrating home appliances, furniture, and decoration into a cohesive experience, showcasing the power of scene branding [15][17]. Group 2: Instant Emergence and Meaning Reconstruction - The concept of "instant emergence" suggests that the evolution of AI applications occurs through carefully designed scenarios, which are essential for understanding the rapid changes in the business landscape [18][22]. - The article emphasizes that AI's evolution is not just about technology but also involves a cognitive revolution that redefines human existence and meaning [24][26]. Group 3: Connection Revolution and Business Multiplication - The "connection revolution" is exemplified by brands like "Three Squirrels," which have adapted their organizational methods to align with the values and needs of younger consumers, enhancing efficiency and innovation [38][39]. - Xiaomi's approach to car manufacturing reflects a restructured organizational system that leverages its consumer electronics expertise, demonstrating the importance of strong connectivity in achieving business success [40]. Group 4: Green Growth and Scene Specificity - "Star Charging" exemplifies a digital energy company that integrates scene strategies to enhance energy management efficiency, showcasing the potential for sustainable growth through specific scene applications [43]. - The article argues that the more specific the scene, the stronger the connection, as seen in the collaboration between "Fen Zhong Media" and "Alipay," which creates seamless transitions between physical and digital experiences [46][48]. Group 5: AI Hardware and Market Dynamics - The rise of AI hardware in China is attributed to the country's rich scene-based product definitions and robust supply chain capabilities, leading to accelerated market validation and implementation [73]. - The article highlights the importance of physical AI in enhancing user experiences, as demonstrated by brands like "AAC Technologies," which focus on creating seamless human-machine interactions [60][62].