独立董事关于红星美凯龙家居集团股份有限公司 第五届董事会第一次临时会议相关事项的独立意见 作为红星美凯龙家居集团股份有限公司（以下简称"公司"）独立董事，我 们在董事会召开前认真审阅了公司提供的有关资料。根据《上市公司独立董事规 则》《上海证券交易所上市公司自律监管指引第 1 号――规范运作》《上海证券 交易所股票上市规则》、《香港联合交易所有限公司主板上市规则》以及《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》") 等有关规定，本着 勤勉尽责的态度,客观公正的原则,我们现就公司第五届董事会第一次临时会议 审议的《关于聘任红星美凯龙家居集团股份有限公司总经理的议案》、《关于聘任 红星美凯龙家居集团股份有限公司副总经理的议案》、《关于聘任红星美凯龙家居 集团股份有限公司财务负责人的议案》和《关于聘任红星美凯龙家居集团股份有 限公司董事会秘书的议案》，基于独立判断发表如下独立意见: 一、经审阅相关议案，我们认为车建兴先生具备担任上市公司总经理的任职 资格，施姚峰先生、杨映武先生、蒋小忠先生、车国兴先生、邱喆女士具备担任 上市公司副总经理的任职资格,杨映武先生具备担任上市公司财务负责人的任职 资格 ...

红星美凯龙家居集团股份有限公司 证券代码：601828 证券简称：美凯龙 编号：2023-111 红星美凯龙家居集团股份有限公司 关于董事会、监事会完成换届选举及聘任高级管 理人员、证券事务代表的公告 提名委员会：陈善昂先生（主席）、蔡庆辉先生、黄建忠先生、郑永达先生 1 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。 红星美凯龙家居集团股份有限公司（以下简称"公司"）于 2023 年 8 月 14 日召开第三届职工代表大会第三次会议，以无记名投票的方式，选举了红星美凯 龙家居集团股份有限公司职工代表监事；于 2023 年 8 月 15 日召开 2023 年第三 次临时股东大会，审议通过了《关于选举公司第五届董事会董事的议案》、《关于 选举公司第五届董事会独立非执行董事的议案》、《关于选举公司第五届监事会独 立监事的议案》。 在完成董事会、监事会换届选举后，公司于同日召开了第五届董事会第一次 临时会议、第五届监事会第一次临时会议，审议通过了关于选举公司第五届董事 会董事长、第五届监事会主席、董事会各专门委员会成员及聘任高级管理 ...

证券代码：601828 证券简称：美凯龙 编号：2023-112 红星美凯龙家居集团股份有限公司关于持股 5%以上 股东及其一致行动人减持股份计划的公告 本公司董事会、全体董事及相关股东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。 1 根据相关规定，红星控股及其一致行动人通过集中竞价交易方式减持股份的， 在任意连续 90 日内合计减持股份总数不超过公司总股本的 1%；通过大宗交易 减持股份的，在任意连续 90 日内合计减持股份总数不超过公司总股本的 2%。 若减持计划实施期间公司有发生派发红利、送股、转增股本、增发新股或配 股等除权、除息事项或者可转债转股、股份回购等导致股本数量变动的事项，将 对本次减持股份数进行相应调整。 公司于 2023 年 8 月 14 日收到红星控股及其一致行动人西藏奕盈、常州美开 的通知，红星控股拟通过集中竞价、大宗交易方式减持总计不超过公司总股本 1.0246%的股份；西藏奕盈拟通过集中竞价、大宗交易方式减持总计不超过公司 总股本 0.4133%的股份；常州美开拟通过集中竞价、大宗交易方式减持总计不超 过公司总股本 ...

红星美凯龙家居集团股份有限公司 证券代码：601828 证券简称：美凯龙 编号：2023-110 特此公告。 红星美凯龙家居集团股份有限公司监事会 2023 年 8 月 16 日 本公司监事会及全体监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。 红星美凯龙家居集团股份有限公司（以下简称"公司"）第五届监事会第一 次临时会议于 2023 年 8 月 15 日以通讯方式发出通知，并于 2023 年 8 月 15 日以 现场方式召开。会议应出席监事 4 人，实际出席监事 4 人，本次会议的召开及审 议符合《中华人民共和国公司法》、《中华人民共和国证券法》和《红星美凯龙 家居集团股份有限公司章程》的规定。会议形成了如下决议： 一、审议通过《关于选举红星美凯龙家居集团股份有限公司第五届监事会主席 的议案》 会议选举陈家声先生为公司第五届监事会主席，任期与第五届监事会任期一 致。 表决结果: 同意 4 票、反对 0 票、弃权 0 票 红星美凯龙家居集团股份有限公司 第五届监事会第一次临时会议决议公告 1 ...

红星美凯龙家居集团股份有限公司 公司第三届职工代表大会第三次会议于 2023 年 8 月 14 日在上海虹桥总部 B 座南 301 会议室召开，应出席本次会议的职工代表 115 名，实际出席职工代表 110 名，本次会议由工会副主席蔡元辰主持。本次会议的召集、召开和表决程序 符合《公司法》等法律法规及《公司章程》的规定。经全体与会职工代表民主讨 论，作出如下决议： 唐荣镇、王守义作为公司第五届监事会职工代表监事，任期自第五届监事会 开始之日起，为期三年，并将各自与公司订立服务协议。简历详见公告附件。 1 一、 审议并通过红星美凯龙家居集团股份有限公司关于《部分岗位执行其他 工时制度的规定》 二、 审议并通过《红星美凯龙家居集团股份有限公司职工节日福利修订稿》 三、 表决通过红星美凯龙第五届监事会职工代表监事换届选举办法 四、 表决通过总监票人、监票人名单 五、 表决通过红星美凯龙家居集团股份有限公司第五届监事会职工代表监事 候选人名单 六、 大会以无记名投票的方式，选举唐荣镇、王守义为红星美凯龙家居集团 股份有限公司职工代表监事 红星美凯龙家居集团股份有限公司 证券代码：601828 证券简称：美凯龙 编号： ...

证券代码：601828 证券简称：美凯龙 公告编号：2023-106 红星美凯龙家居集团股份有限公司关于持股 5%以上 股东减持股份计划时间届满暨终止的公告 本公司董事会、全体董事及相关股东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： 减持计划的主要内容 2023 年 4 月 19 日，红星美凯龙家居集团股份有限公司（以下简称"公司"） 披露了《关于控股股东减持股份计划的公告》及其更正版（公告编号：2023-068、 2023-069），红星美凯龙控股集团有限公司（以下简称"红星控股"）拟自 2023 年 5 月 15 日至 2023 年 8 月 11 日通过集中竞价、大宗交易方式减持公司股份共计 不超过 62,618,979 股，减持比例不超过公司总股本的 1.44%。其中，通过集中竞 价交易减持数量不超过 43,547,326 股，通过大宗交易方式减持数量不超过 19,071,653 股。 减持计划的实施情况 2023 年 6 月 21 日，红星控股已通过协议转让将持有的公司 1,042,958,475 股 A 股股份过户至厦 ...

Financial Performance - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 216,445,463.65, a decrease of 54.50% compared to the previous year[6]. - The net profit attributable to shareholders decreased by 79.10%, primarily due to the amortization of rental waivers during the pandemic and delays in related services[12]. - The net profit for the current period is CNY 185,131,959.28, a decrease from CNY 632,479,863.75 in the previous period, representing a decline of approximately 70.7%[22]. - The operating profit for the current period is CNY 306,512,816.56, down from CNY 887,300,349.88, indicating a decrease of about 65.5%[22]. - Net profit attributable to shareholders of the listed company was $145,881,841.14, down 79.10% year-on-year[45]. - The total comprehensive income for the period is CNY 245,473,143.96, compared to CNY 4,549,724.70 in the same period last year[75]. - The net profit attributable to the parent company is CNY 204,288,064.24, an increase from CNY 72,773,205.92 year-over-year[75]. Cash Flow and Liquidity - The net cash flow from operating activities was CNY 1,076,288,459.82, down 14.59% year-on-year[6]. - Cash inflow from operating activities totaled $3,163,213,130.47, while cash outflow was $2,086,924,670.65, resulting in a net cash flow of $1,076,288,459.82[42]. - Cash inflow from investment activities was $709,587,389.28, with cash outflow of $476,930,330.06, leading to a net cash flow of $232,657,059.22[43]. - Cash inflow from financing activities amounted to $2,474,482,861.10, while outflow was $3,975,838,710.29, resulting in a net cash flow of -$1,501,355,849.19[43]. - The company’s cash flow from operating activities showed a decline compared to the previous period, with a decrease of approximately 14.5% in net cash flow[42]. - The company had a cash and cash equivalents balance of $2,415,117,287.45 at the end of the reporting period[43]. - The cash and cash equivalents decreased to CNY 2,663,616,225.03 from CNY 2,928,468,586.28, a decline of approximately 9.1%[35]. Assets and Liabilities - Total assets at the end of the reporting period were CNY 127,651,062,456.68, a decrease of 0.36% from the end of the previous year[6]. - The total assets as of March 31, 2023, amount to CNY 11,170,093,018.71, compared to CNY 11,453,589,462.96 as of December 31, 2022, showing a decrease of about 2.5%[35]. - The company's total assets were approximately ¥127.65 billion, compared to ¥128.11 billion in the previous year, showing a decrease of 0.36%[73]. - Total liabilities amounted to approximately ¥70.40 billion, down from ¥71.12 billion year-over-year, indicating a reduction of about 1%[73]. - Non-current liabilities totaled approximately ¥45.56 billion, a slight decrease from ¥45.75 billion in the previous year[73]. Shareholder Changes and Governance - The company is undergoing a significant equity change, with Xiamen Jianfa Co., Ltd. planning to acquire 29.95% of the company's shares, which will change the actual controller of the company[14]. - Alibaba has converted part of its bonds into 248,219,904 shares, increasing its stake in the company from 4.30% to 9.9976%[14]. - The company has experienced a significant change in its controlling shareholder, with the proportion held by Hongxing Holdings decreasing from 60.55% to 24.90%[14]. - The company appointed three new non-executive directors and one executive director to the board following resignations due to work arrangements[57]. - The company’s board and supervisory committee terms have expired, and the new elections will be postponed to ensure continuity[57]. - The company’s controlling shareholder, Red Star Macalline Holdings Group, holds a total of 1,664,149,349 shares, representing a significant portion of the company’s equity[55]. - The company has initiated a share buyback program with a budget between RMB 150 million and RMB 300 million[59]. Strategic Initiatives - The company plans to continue focusing on market expansion and new product development as part of its strategic initiatives moving forward[24]. - The company plans to distribute a special dividend of RMB 0.46 per 10 shares, totaling RMB 200,269,642.16, pending approval at the annual shareholders' meeting[59]. Other Financial Metrics - Basic earnings per share were CNY 0.03, representing a decline of 81.25% compared to the same period last year[6]. - The weighted average return on net assets was 0.27%, a decrease of 1.02 percentage points from the previous year[6]. - Research and development expenses increased significantly to CNY 4,971,244.23 from CNY 13,629,995.02, reflecting a reduction of approximately 63.5%[22]. - The company reported a significant loss in investment income, with a loss of CNY 7,265,630.33 compared to a gain of CNY 52,430,162.93 in the previous period[22]. - The company’s interest expenses were CNY 569,538,540.48, down from CNY 628,473,254.29, indicating a decrease of about 9.4%[22]. - The company reported a significant decrease in other comprehensive income, with a loss of CNY 590,113.22 compared to a gain of CNY 6,252,000.22 in the previous year[75].

Financial Performance - In 2022, the company's revenue was RMB 14,138,320 thousand, a decrease of 8.8% from RMB 15,512,792 thousand in 2021[7]. - Gross profit for 2022 was RMB 8,844,699 thousand, down from RMB 10,160,616 thousand in 2021, reflecting a decline in gross margin[7]. - The total profit for the year was RMB 816,884 thousand, with a profit margin of 62.6%, compared to RMB 2,100,698 thousand and a margin of 65.5% in 2021[7]. - Profit attributable to owners of the company was RMB 678,566 thousand, significantly lower than RMB 1,963,619 thousand in the previous year[7]. - Basic and diluted earnings per share were RMB 0.16, down from RMB 0.49 in 2021[7]. - The company's net profit attributable to shareholders was RMB 678.6 million, a significant decline of 65.4% from RMB 1,963.6 million in 2021, with a profit margin of 4.8%[60][61]. - Core net profit increased by 6.0% to RMB 1,672.9 million from RMB 1,578.5 million in 2021, with a core profit margin of 11.8%[60][61]. - The company's operating costs decreased from RMB 5,352.2 million in 2021 to RMB 5,293.6 million in 2022, a decline of 1.1%, attributed to the reduced scale of managed mall operations and related businesses[51]. Market Presence and Operations - The company operated 94 self-managed malls and 284 managed malls, covering 223 cities across 30 provinces, municipalities, and autonomous regions in China[3]. - The total operating area of the malls managed by the company reached 22,508,291.30 square meters, providing over 36,000 brands[3]. - The company's market share in the Chinese chain home decoration and furniture mall industry was 19.0%, and 8.4% in the overall home decoration and furniture mall industry[3]. - As of December 31, 2022, the company operated 378 shopping malls, an increase from 373 in 2021, with a total operating area of 22,508,291 square meters[11]. - The average occupancy rate for self-operated malls decreased to 85.2% in 2022 from 94.1% in 2021, while the average occupancy rate for managed malls decreased to 86.7% from 91.4%[11]. - The company has expanded its presence in lower-tier cities, with 94 self-operated malls and 284 managed malls, and has established strategic partnerships with 8 home furnishing malls[13]. Strategic Initiatives - The company aims to strengthen its market leadership through a light-asset model and expand its business in lower-tier markets[3]. - The company is focusing on digital transformation and enhancing its online operations through strategic cooperation with Alibaba, particularly with the "Tmall Same City Station" initiative[16]. - The company aims to optimize its product categories and explore new market potentials, while strengthening its core online operations and customer acquisition strategies[18]. - The company is committed to a "light asset, heavy operation" strategy, focusing on operational excellence and leveraging its extensive commercial network[18]. - The company plans to continue its three-year business strategy, focusing on multi-store layouts and theme halls, while enhancing online and offline integration[18]. Economic Context - In 2022, China's GDP grew by 3.0% year-on-year, while per capita disposable income increased by 5.0% nominally[20]. - The total retail sales of consumer goods in 2022 decreased by 0.2% year-on-year, with commodity retail sales growing by 0.5%[20]. - The home furnishing retail market size declined to RMB 2.9 trillion in 2022, with a compound annual growth rate of -0.3% from 2017 to 2022[21]. - Urbanization rate in China reached 65.22% in 2022, an increase of 0.50 percentage points from the previous year[20]. - The demand for home renovation is expected to grow due to the aging of properties delivered since the 1998 housing reform[21]. Risk Management and Governance - The company has implemented risk management measures to address foreign exchange risks, including the use of forward contracts and currency swaps[81]. - The company has a strong internal risk control framework, including a dedicated financial management center and legal compliance department to ensure adherence to relevant laws and regulations[115]. - The company has a comprehensive strategy for environmental, social, and governance (ESG) risk management, with the board responsible for evaluating and determining related risks[114]. - The company has maintained compliance with environmental laws and regulations, with no significant fines or penalties imposed for violations since its operations began[115]. Employee and Talent Management - The group employed a total of 18,101 employees as of the end of the reporting period, down from 21,514 employees at the end of 2021[82]. - The company is facing risks related to talent shortages and turnover, necessitating the establishment of various talent development programs[86]. - The company is committed to providing various training opportunities to enhance employee skills and operational performance[82]. Shareholder and Dividend Information - The company proposed a dividend of RMB 0.034 per share for the end of 2022, maintaining dividend continuity despite challenges[12]. - The company's profit distribution policy mandates a cash dividend distribution of no less than 20% of the net profit available for distribution to shareholders each year, provided the company is profitable and has positive retained earnings[116]. - The board proposed a final dividend of RMB 0.034 per share for the year ended December 31, 2022, totaling RMB 148,025,387.68, with RMB 122,821,676.13 for A-share shareholders and RMB 25,203,711.56 for H-share shareholders[133]. Future Outlook - The company plans to continue its transformation towards a "light asset, heavy operation" model, expanding its home furnishing mall network in attractive cities while maintaining a leading position in first and second-tier cities[91]. - The company anticipates that the demand for home decoration and furniture will continue to grow due to rising income levels and urbanization[83]. - The company provided a positive outlook for the next quarter, projecting a revenue increase of 10% to 1.32 billion RMB[97].

Financial Performance - The group's operating revenue for the three months ended March 31, 2023, was RMB 2,616,557,956.86, a decrease of 22.5% compared to RMB 3,374,807,743.81 for the same period in 2022[2]. - The net profit attributable to the owners of the parent company for the reporting period was RMB 145,881,841.14, down 79.1% from RMB 697,952,954.57 in the same period last year[3]. - The group's financial expenses for the reporting period were RMB 526,684,902.61, down from RMB 570,674,287.07 in the same period last year, indicating a reduction of 7.7%[2]. - Research and development expenses decreased significantly to RMB 4,971,244.23 from RMB 13,629,995.02, a decline of 63.5% year-over-year[2]. - The group's investment income showed a loss of RMB 7,265,630.33, contrasting with a profit of RMB 52,430,162.93 in the same period last year[2]. - The total comprehensive income attributable to the owners of the parent company for the reporting period was RMB 204,288,064.24, compared to RMB 72,773,205.92 in the same period last year[3]. Cash Flow and Liquidity - The group's net cash flow from operating activities was RMB 1,076,288,459.82, compared to RMB 1,260,086,068.27 for the same period in 2022, reflecting a decrease of 14.5%[4]. - The group's cash and cash equivalents at the end of the reporting period were RMB 2,415,117,287.45, down from RMB 5,844,857,779.19 in the same period last year[4]. Assets and Liabilities - The total assets as of March 31, 2023, amounted to RMB 11,170,093,018.71, a slight decrease from RMB 11,453,589,462.96 at the end of 2022[5]. - The total assets as of March 31, 2023, were RMB 127,651,062,456.68, down from RMB 128,110,669,113.82 as of December 31, 2022, indicating a decrease of about 0.36%[9]. - Current liabilities totaled RMB 24,848,681,151.19 as of March 31, 2023, compared to RMB 25,361,591,834.26 as of December 31, 2022, reflecting a reduction of approximately 2.02%[7]. - The total liabilities as of March 31, 2023, were RMB 70,404,399,408.19, a decrease from RMB 71,115,312,026.23 as of December 31, 2022, indicating a decline of approximately 1.00%[8]. - The total equity attributable to shareholders as of March 31, 2023, was RMB 53,747,596,379.46, an increase from RMB 53,547,605,431.72 as of December 31, 2022, showing a growth of about 0.37%[9]. Non-Current Assets and Investments - As of March 31, 2023, total non-current assets amounted to RMB 116,480,969,437.97, a slight decrease from RMB 116,657,079,650.86 as of December 31, 2022, representing a decline of approximately 0.15%[6]. - Long-term investments decreased from RMB 3,757,062,104.96 as of December 31, 2022, to RMB 3,608,113,353.82 as of March 31, 2023, a decline of approximately 3.95%[6]. - Deferred tax assets increased from RMB 2,998,869,059.68 as of December 31, 2022, to RMB 3,127,438,276.88 as of March 31, 2023, representing an increase of about 4.31%[6]. Inventory and Retained Earnings - The group reported a decrease in inventory to RMB 284,289,763.29 from RMB 302,869,151.08, reflecting a reduction of 6.1% year-over-year[5]. - The company's retained earnings increased from RMB 39,009,822,745.68 as of December 31, 2022, to RMB 39,223,499,964.65 as of March 31, 2023, reflecting an increase of about 0.55%[9]. - The company's capital reserve decreased slightly from RMB 6,881,596,618.59 as of December 31, 2022, to RMB 6,877,299,502.09 as of March 31, 2023, a decrease of approximately 0.06%[9].

Customer Satisfaction and Market Position - Customer Net Promoter Score stands at 74.53%, with service satisfaction at 94.61%, delivery installation satisfaction at 94.55%, product satisfaction at 94.44%, and environment satisfaction at 96.32%[1] - The customer satisfaction rate for the malls reached 95.02% in 2022, with a net promoter score of 74.53%, marking the fifth consecutive year of growth[43] - The company holds a market share of 19.0% in the Chinese chain home decoration and furniture market, and 8.4% in the overall home decoration and furniture market, demonstrating its leading position in the industry[42] - The company aims to leverage its leading position in the home decoration and furniture market, capitalizing on factors such as rising income levels and increasing demand for quality[7] Financial Performance - Basic earnings per share decreased by 66.67% to CNY 0.17 in 2022 from CNY 0.51 in 2021[57] - Net profit attributable to shareholders was CNY 748,701,678.14 in 2022, down from CNY 2,047,401,906.98 in 2021[57] - The company's operating revenue for 2022 was RMB 14,138,319,840.14, a decrease of 8.86% compared to RMB 15,512,792,215.84 in 2021[78] - The net profit attributable to shareholders for 2022 was RMB 748,701,678.14, down 63.43% from RMB 2,047,401,906.98 in 2021[78] - The net cash flow from operating activities decreased by 27.91% to RMB 3,879,002,978.96 in 2022 from RMB 5,380,669,282.08 in 2021[78] - The total assets at the end of 2022 were RMB 128,110,669,113.82, a decrease of 5.23% from RMB 135,187,542,000.02 at the end of 2021[78] - The company reported a significant decline in investment income, down 91.31% to ¥46,825,729.64, due to losses from joint ventures[172] - The company reported a net profit of RMB -569,255,286.68 in Q4 2022, a significant decline compared to previous quarters[83] Market Expansion and Strategy - The company operates a comprehensive service platform through self-operated, commissioned, and franchised malls, enhancing its market presence in first- and second-tier cities while expanding into lower-tier markets[9] - The company is expanding its presence in lower-tier cities through a light asset model, effectively penetrating the market with managed malls and franchised home improvement projects[47] - The company aims to continue its strategic direction for stable growth in the future[62] - The company plans to accelerate the development of managed shopping malls nationwide, leveraging the ongoing urbanization strategy and rising disposable income[96] - The company aims to maintain a prudent operational strategy to mitigate potential negative impacts from the housing decoration and furniture retail industry, as well as macroeconomic factors[191] Operational Efficiency and Innovation - The company emphasizes quality management by implementing a comprehensive system that includes pre-sale brand entry control, in-sale product sampling, and post-sale authenticity checks[31] - The company has a strong innovation capability and is advancing a new retail model that integrates online and offline operations, significantly improving customer engagement and sales conversion[51] - The company has enhanced its new generation home decoration platform, optimizing core business flow management systems, which improved operational efficiency and reduced error risks[126] - The company aims to improve operational efficiency, targeting a reduction in costs by 10% through streamlined processes[200] Marketing and Customer Engagement - The company utilizes centralized marketing to achieve cost synergies and deliver consistent marketing messages across its nationwide mall network[26] - The company launched the "Super Category Festival" to enhance category-focused marketing and achieved over 1 billion total exposure during major promotional events[154] - The company has integrated digital marketing tools across major shopping malls, achieving full coverage and enhancing user engagement through various platforms[156] - The company has implemented a member management system focused on service, enhancing customer loyalty and driving repeat purchases through various member benefits[144] Charitable Activities and Social Responsibility - The company actively participates in charitable activities, donating nearly 6 million RMB in 2022, which helps enhance its brand recognition and social responsibility[43] Future Outlook and Growth Projections - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of 12% to 15%[200] - New product launches are expected to contribute an additional RMB 1 billion in revenue, with a focus on smart home technology[200] - The company plans to expand its market presence by opening 50 new stores across major cities in China by the end of the next fiscal year[200] - The management highlighted a strategic shift towards online sales, aiming for a 30% increase in e-commerce revenue[200]