红星美凯龙家居集团股份有限公司 关于公司向控股股东申请借款暨关联交易的公告 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： 是否需要提交股东大会审议：是 关联交易对公司的影响：红星美凯龙家居集团股份有限公司（以下简称"公司"）与关联方之间 的交易遵循了市场经济规律和市场公允原则，交易双方平等自愿、互惠互利，维护了交易双方的利益，不 会损害公司利益，有利于满足公司的流动资金周转需要，提高公司资金使用效率。该关联交易不影响公司 独立性。 一、关联交易概述 证券代码：601828 证券简称：美凯龙 编号：2025-029 红星美凯龙家居集团股份有限公司 为满足公司的流动资金周转需要，提高公司资金使用效率，公司拟向公司控股股东厦门建发股份有限公 司（以下简称"建发股份"）及其附属公司、其合资企业及其联营公司申请借款并与建发股份签订《借款框 架协议》（以下简称"本协议"），借款额度总金额为 95 亿元，在额度有效期限内，公司可以循环使用该额 度。根据《上海证券交易所股票上市规则》，建发股份及其附属公司是公司关联方，建发股 ...

Investment Rating - The investment rating for the company is "Hold" with a target price not specified [6] Core Views - The company is expected to benefit from national subsidy policies aimed at stimulating consumption, which may lead to a recovery in performance [2] - The company is actively adjusting its strategy and product offerings, including the introduction of home decoration and new energy vehicle categories, in response to market conditions [1][3] - The company has demonstrated strong organizational execution in leveraging offline channels to enhance sales through government subsidy programs [4] Financial Performance Summary - In Q4 2024, the company reported revenue of 1.716 billion, a year-on-year decrease of 39.6%, and a net profit attributable to shareholders of -1.097 billion, an increase of 34.3% year-on-year [1] - For the full year 2024, the company recorded revenue of 7.821 billion, down 32.1% year-on-year, and a net profit attributable to shareholders of -2.983 billion, a decrease of 34.6% year-on-year [1] - The company's gross margin for 2024 was 58.26%, an increase of 1.52 percentage points, while the net profit margin was -38.15%, a decrease of 18.90 percentage points [1] Business Segment Performance - The company's self-operated and leasing income for 2024 was 5.360 billion, a decrease of 21.0%, with a gross margin of 65.7%, down 5.1 percentage points [3] - The company managed 77 self-operated malls with an average occupancy rate of 83.0% and 257 managed malls with an average occupancy rate of 82.5% as of the end of 2024 [3] Strategic Initiatives - The company is enhancing its online marketing strategies by utilizing platforms like Douyin and Xiaohongshu to drive traffic and improve brand awareness [5] - The company is focusing on digital transformation to reduce costs and improve efficiency, introducing various products to support merchants and consumers [5] Future Outlook - The company plans to continue expanding its main and ancillary businesses, aiming to create a comprehensive consumption ecosystem that integrates home appliances, home furnishings, and home decoration [10] - The company anticipates gradual improvement in operational performance as national subsidies and consumption promotion policies take effect [10]

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3月31日 狀態: 新提交 備註： 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4月7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 ...

Investment Rating - The report maintains an "Accumulate" rating for both A-shares and H-shares of the company [4][6]. Core Views - The company reported a significant decline in revenue and net profit for 2024, with a revenue of 7.82 billion and a net loss of 2.98 billion, reflecting a year-on-year revenue decrease of 32.08% [1][5]. - The company is expected to benefit from government subsidy policies aimed at promoting the replacement of old home appliances, which may improve its performance in the future [3][4]. Summary by Sections Financial Performance - In 4Q2024, the company achieved a revenue of 1.72 billion, down 39.57% year-on-year, with a net loss of 1.10 billion [1][2]. - The gross margin for 4Q2024 was 54.1%, showing a year-on-year increase of 0.6 percentage points, while the expense ratio rose by 24.9 percentage points to 70.6% [2]. Business Strategy - The company is enhancing its multi-format layout by introducing high-frequency consumption formats within its shopping malls, aiming to improve the overall consumer experience [3]. - The company has expanded its market presence to 249 shopping malls nationwide, with several locations becoming designated enterprises for government subsidy programs [3]. Earnings Forecast - The earnings per share (EPS) estimates for 2025 and 2026 have been revised down to 0.01 and 0.06 respectively, with a new estimate for 2027 at 0.10 [4][5]. - The company is projected to see a recovery in profitability starting in 2025, with a significant increase in net profit forecasted for 2026 and 2027 [4][5].

Group 1 - The company reported a 32.08% year-on-year decrease in revenue for 2024, with a net profit attributable to shareholders of -2.98 billion yuan [1] - In Q4 2024, the company achieved revenue of 1.72 billion yuan, a 39.57% year-on-year decline, and a net profit of -1.1 billion yuan [1] - The gross margin for Q4 2024 was 54.1%, showing a year-on-year increase of 0.6 percentage points, while the expense ratio rose by 24.9 percentage points to 70.6% [1] Group 2 - The company is deepening its multi-format layout by introducing high-frequency consumption formats in its home furnishing malls, enhancing consumer experience [2] - As a leading offline home furnishing mall channel, the company benefits from government subsidies for replacing old home appliances, with 249 malls nationwide by the end of 2024 [2] - The company has adjusted its earnings forecast for 2025 and 2026, predicting EPS of 0.01 and 0.06 yuan respectively, while maintaining an "overweight" rating due to expected industry recovery [3]

Investment Rating - The investment rating for the company is "Accumulate-A" with a 12-month target price of 3.62 CNY [6]. Core Views - The company reported a significant decline in revenue and net profit for 2024, with total revenue at 7.82 billion CNY, down 32.08% year-on-year, and a net profit of -2.98 billion CNY, down 34.61% year-on-year [2][3]. - Despite the short-term pressure on core business, cash flow improved in Q4 2024, turning positive at 748 million CNY, indicating reduced financial pressure [3]. - The company is actively responding to government policies promoting "old-for-new" exchanges, which boosted sales in Q4 2024, with 724,000 orders and sales amounting to 6.69 billion CNY [4]. Summary by Sections Financial Performance - In 2024, the company operated 77 self-operated malls and 257 managed malls, with self-operated business revenue at 5.36 billion CNY, down 21.0% year-on-year, accounting for 68.5% of total revenue [3]. - The average occupancy rate for self-operated malls was 83.0%, with over 80% located in prime locations in first and second-tier cities [3]. - The overall gross margin for 2024 was 58.26%, an increase of 1.52 percentage points year-on-year, while the net profit margin was -40.79%, a decrease of 20.20 percentage points year-on-year [10][11]. Strategic Initiatives - The company is expanding its "3+Star Ecosystem" strategy, focusing on high-end appliances and home decoration, with plans to establish 100 high-end appliance stores nationwide over the next two years [4]. - The company has also entered the automotive sector, collaborating with 25 car brands and expanding its operational area to 164,000 square meters, a year-on-year increase of 60,000 square meters [4]. Future Outlook - The company aims to gradually recover profitability, with projected revenues of 8.39 billion CNY, 8.78 billion CNY, and 9.12 billion CNY for 2025, 2026, and 2027, respectively, reflecting year-on-year growth rates of 7.21%, 4.70%, and 3.90% [12]. - The net profit is expected to improve, with estimates of -290 million CNY in 2025, turning profitable in 2026 with a net profit of 372 million CNY [12].

Core Viewpoint - The company reported a significant decline in revenue and net profit for 2024, with a focus on improving cash flow and strategic business adjustments to enhance future performance [1][2][5]. Financial Performance - In 2024, the company achieved operating revenue of 7.821 billion, a year-on-year decrease of 32.08%, and a net profit attributable to shareholders of -2.983 billion, down 34.61% [1]. - For Q4 2024, the company recorded operating revenue of 1.716 billion, a decline of 39.57%, but net profit attributable to shareholders improved to -1.097 billion, an increase of 34.32% [1]. - The comprehensive gross margin for 2024 was 58.26%, an increase of 1.52 percentage points year-on-year [4]. Business Segments - Self-operated and leasing income for 2024 was 5.360 billion, down 21.0%, accounting for 68.5% of total revenue, with an average occupancy rate of 83.0% in self-operated malls [2]. - Commissioned management income was 1.460 billion, a decrease of 28.1%, with an average occupancy rate of 82.5% [2]. - Revenue from construction and decoration services was 0.332 billion, down 11.44 billion, due to industry contraction and project delays [2]. - Other business income was 0.669 billion, a decrease of 5.56 billion, primarily due to reduced joint marketing and commercial planning revenue [3]. Strategic Initiatives - The company is expanding its "3+Star Ecosystem" strategy, focusing on integrating home appliances and home decoration to create a new consumer ecosystem [3]. - Plans to establish 100 high-end home appliance stores nationwide over the next two years, with a focus on smart appliances [3]. - The company has engaged with 25 automotive brands, expanding its footprint in 26 cities with a total operating area of 164,000 square meters, a year-on-year increase of 60,000 square meters [3]. Cost Management - The company’s expense ratio for 2024 was 58.21%, an increase of 11.62 percentage points year-on-year, with significant increases in sales and management expenses [4]. - In Q4 2024, the expense ratio rose to 70.61%, reflecting a 24.81 percentage point increase year-on-year [4]. Future Outlook - The company aims to implement a "light asset, heavy operation, and reduced leverage" strategy, with expectations of revenue growth in the coming years [5][6]. - Projected revenues for 2025-2027 are 8.385 billion, 8.780 billion, and 9.122 billion, with corresponding net profits expected to improve gradually [6].

Group 1: Reap Bio - Reap Bio's net cash flow from operating activities for 2024 is projected to be 735 million, representing a 79.35% increase year-on-year, driven by improved conditions in the aquaculture industry and enhanced accounts receivable management [1] - The company plans to launch multiple new products, including multivalent vaccines, genetically engineered vaccines, and mRNA vaccines from 2025 to 2026, and will acquire a 15% stake in Zhongrui Huapu and control of Zhongrui Supply Chain to establish a vertical supply chain [1] - The raw material drug segment is expanding with over ten products, including Florfenicol and Tilmicosin, and the hydrochloride of Woniu Mianlin Dihydrate has obtained a new veterinary drug certificate [1] - Reap Bio has secured partnerships with over 20 group clients, achieving more than 50 significant products with sales exceeding 10 million [1] - The gross margin for 2024 is expected to decline due to the acquisition of Zhongrui Supply Chain, as the pet supply chain has a lower gross margin, leading to a structural decrease in overall gross margin [1] Group 2: Meikailong - Meikailong plans to enhance rental rates through category expansion and optimize rental levels based on dealer profitability and increased traffic, with a reduction in losses expected to manifest in the second half of 2023 [2] - The company will implement an old-for-new policy in 2023, leveraging favorable policies to encourage dealer participation in subsidy activities, aiming to deepen user engagement and boost sales [2] - Following the acquisition by Jianfa, Meikailong will collaborate across real estate, home decoration, and supply chain sectors to promote its internationalization strategy [2]

Summary of the Conference Call for Meikailong Company Overview - **Company**: Meikailong (红星美凯龙) - **Industry**: Home furnishing and retail Key Points and Arguments 2024 Performance and Market Trends - Meikailong's performance in 2024 was stable despite global economic recovery challenges and geopolitical tensions, with China's GDP growth at 5% and surpassing 130 trillion yuan [3][4] - The home furnishing industry is benefiting from macroeconomic structural optimization, leading to two main opportunities: consumption upgrade driving quality demand and green low-carbon transformation prompting industry chain innovation [3][4] Business Strategy and Digital Transformation - The company is implementing a "Three New Ecosystem" strategy focusing on home decoration, home appliances, and home furnishing, while enhancing consumer shopping experiences through lifestyle offerings [3][5] - Meikailong is actively pursuing digital transformation and smart retail to boost store traffic and sales, with a self-operated mall occupancy rate reaching 83% by the end of 2024 [3][22] Financial Performance - In 2024, Meikailong reported revenue of approximately 7.82 billion yuan, a year-on-year decline of 32% [22] - Despite the overall loss, the home furnishing mall business remained profitable, generating over 400 million yuan in operating profit [22][23] - The company faced significant losses due to a decline in rental income and fair value changes of investment properties, totaling nearly 3.5 billion yuan in losses [22] Market Adaptation and Growth Opportunities - Meikailong is adapting to the real estate market's shift from new to existing properties, focusing on professional management and enhancing core competitiveness [9][10] - The company is expanding its presence in the high-end appliance market, with operational space reaching 11 million square meters across over 150 cities [10][11] Future Plans and Innovations - Plans for 2025 include upgrading the appliance sales network and launching a global home living center in Shanghai [11][12] - The company aims to increase its operational area for home decoration design centers to 1.3 million square meters by 2026, targeting younger consumers [13][15] Impact of National Policies - National consumption stimulus policies, including trade-in subsidies, have significantly impacted Meikailong, with a reported 17% sales growth attributed to these initiatives [17][19] - The company plans to leverage these policies further to increase sales proportions to 25%-30% in 2025 [26] Collaboration with Jianfa Group - Meikailong is collaborating with Jianfa Group to explore overseas market opportunities and enhance supply chain integration, particularly in the high-end real estate sector [27] Additional Important Insights - The company is focusing on improving operational efficiency through technology and digital tools, including partnerships with platforms like Alibaba and Douyin [20] - Meikailong's rental optimization strategy has shifted from price increases to enhancing traffic and dealer profitability, aiming for a revenue increase of 300-400 million yuan in the second half of 2025 [25] This summary encapsulates the key insights from the conference call, highlighting Meikailong's strategic direction, financial performance, and market adaptation efforts.

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 证券代码：601828 证券简称：美凯龙 公告编号：2025-028 红星美凯龙家居集团股份有限公司 2025 年第二次临时股东大会决议公告 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 563 | | --- | --- | | 其中：A 股股东人数 | 561 | | 境外上市外资股股东人数（H 股） | 2 | | 2、出席会议的股东所持有表决权的股份总数（股） | 2,298,997,522 | | 其中：A 股股东持有股份总数 | 2,263,044,006 | | 境外上市外资股股东持有股份总数（H 股） | 35,953,516 | | 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 | 52.805750 | (一) 股东大会召开的时间：2025 年 4 月 2 日 (二) 股东大会召开的地点：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 (三) 出席会议的普通股股 ...