中信证券股份有限公司 关于 红星美凯龙家居集团股份有限公司 详式权益变动报告书 之 2023 年年度持续督导意见 财务顾问 二零二四年四月 1 财务顾问声明 建发股份、红星控股、车建兴先生于 2023 年 1 月 17 日共同签署了附生效条 件的《股份转让协议》，约定红星控股拟将其持有的美凯龙 1,304,242,436 股 A 股 股份（占公司总股本的 29.95%）以 4.82 元/股的价格转让给建发股份。 2023 年 4 月 26 日，建发股份、联发集团、红星控股、车建兴先生共同签署 了《补充协议》，标的股份受让方由建发股份变更为建发股份、联发集团；其中， 建发股份受让 1,042,958,475 股 A 股股份，占公司总股本的 23.95%，联发集团受 让 261,283,961 股 A 股股份，占公司总股本的 6.00%。 2023 年 6 月 1 日，建发股份、联发集团、红星控股、车建兴先生共同签署 了《补充协议（二）》，就股份交割安排、交割后事项进行了补充约定。 2023 年 6 月 18 日，建发股份、联发集团、红星控股、车建兴先生共同签署 了《补充协议（三）》，就原协议条款修改进行了补充约 ...

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: 2024年4月8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 | 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 | 股份類別 A | | | | 於香港聯交所上市 (註1) | | 否 | | | --- | --- | --- | --- | --- | --- | - ...

公司报告 | 年报点评报告 请务必阅读正文之后的信息披露和免责申明 1 请务必阅读正文之后的信息披露和免责申明 2 | --- | --- | --- | --- | --- | --- | |-----------------------|------------|------------|------------|------------|------------| | 资产负债表 ( 百万元 ) | 2022 | 2023 | 2024E | 2025E | 2026E | | 货币资金 | 2,928.47 | 2,974.05 | 3,010.93 | 3,094.64 | 3,200.47 | | 应收票据及应收账款 | 1,980.42 | 1,209.50 | 1,510.65 | 1,484.81 | 1,613.09 | | 预付账款 | 366.59 | 291.33 | 276.13 | 343.70 | 285.29 | | 存货 | 302.87 | 159.51 | 407.94 | 211.89 | 417.11 | | 其他 | 4,056.78 | 4,406.76 | 6 ...

Financial Adjustments - The correction of accounting errors resulted in a decrease of RMB 2,475,000,000 in investment properties for the fiscal year 2022, adjusting the total to RMB 93,234,000,000[4]. - The total assets were adjusted down by RMB 2,018,792,415.15 for the fiscal year 2022, resulting in total assets of RMB 126,091,876,698.67[4]. - The net profit for the fiscal year 2022 was adjusted down by RMB 190,115,609.87, leading to a revised net profit of RMB 667,690,075.52[4]. - The total liabilities were adjusted down by RMB 504,698,103.79 for the fiscal year 2022, resulting in total liabilities of RMB 70,610,613,922.44[4]. - The correction of accounting errors resulted in a decrease of investment properties from ¥93.15 billion to ¥90.96 billion, a reduction of ¥2.19 billion[6]. - Fixed assets increased from ¥2.74 billion to ¥2.90 billion, an increase of ¥157.30 million[6]. - Total assets were adjusted from ¥131.55 billion to ¥129.85 billion, a decrease of ¥1.70 billion[6]. - The net profit was revised from ¥2.06 billion to ¥2.05 billion, a decrease of ¥14.05 million[6]. - The equity attributable to the parent company decreased from ¥47.56 billion to ¥46.29 billion, a reduction of ¥1.27 billion[6]. - For 2019, investment properties were adjusted from ¥85.11 billion to ¥82.91 billion, a decrease of ¥2.19 billion[7]. - The total assets for 2019 were adjusted from ¥122.29 billion to ¥120.62 billion, a decrease of ¥1.68 billion[7]. - The net profit for 2019 was revised from ¥4.69 billion to ¥4.40 billion, a decrease of ¥291.07 million[7]. Compliance and Oversight - The company received a notice of administrative penalty from the Ministry of Finance, proposing a fine of RMB 50,000 due to issues with the quality of accounting information for the fiscal year 2022[1]. - The company will closely monitor the progress of the administrative penalty and comply with the final opinions from the Ministry of Finance[1]. - The audit committee confirmed that the corrections comply with accounting standards and accurately reflect the company's financial status[9]. - The board of directors approved the corrections, stating they align with accounting principles and do not harm the interests of the company and its shareholders[9]. Impact of Corrections - The impact of the error correction on the net profit attributable to shareholders for 2022 was 25.39% of the total net profit[2]. - The company adjusted its financial statements for 2019 to 2021, with the error correction affecting the net profit by 6.50%, 0.81%, and 2.56% respectively[2]. - The adjustments do not affect the cash flow statement or the financial statements of the parent company[5]. Property and Investment Issues - The properties "North Fourth Ring Mall" and "Hangzhou Gudu Mall" cannot be sold separately, affecting the investment property accounting[2].

公司本次会计差错更正更符合《企业会计准则》的原则和要求,能够更准确 地反映公司的财务状况,同意本次会计差错更正和调整。 红星美凯龙家居集 红星美凯龙家居集团股份有限公司 监事会关于前期会计差错更正及追溯调整的专项意见 红星美凯龙家居集团股份有限公司(以下简称"公司")于2024年3月28 日 以现场方式召开第五届监事会第三次会议审议通过了《关于前期会计差错更正及 追溯调整的议案》,监事会就前期会计差错更正及追溯调整事项发表意见如下: ...

Investment Rating - The report maintains an "Accumulate" rating for both A-shares and H-shares of the company [5][15][16]. Core Views - The company's performance in 2023 was below expectations, primarily due to significant credit and asset impairment losses, as well as losses from changes in the fair value of investment properties [3][13]. - The company is introducing new automotive business models and continuing its digital transformation [3][15]. - The revenue for 2023 decreased by 18.55% year-on-year, with a net profit attributable to shareholders of -2.216 billion yuan, compared to a profit of 559 million yuan in the previous year [1][3][13]. Financial Summary - In 2023, the company achieved operating revenue of 11.515 billion yuan, down 18.55% year-on-year [1][4]. - The gross profit margin for 2023 was 56.74%, a decrease of 1.42 percentage points compared to the previous year [14]. - The company reported a net profit margin of -19.2% for 2023, with a diluted EPS of -0.51 yuan [4][22]. Expense Analysis - The company's expense ratio increased by 8.86 percentage points to 46.60% in 2023, with sales, management, financial, and R&D expense ratios at 12.88%, 11.31%, 22.24%, and 0.17% respectively [2][4]. - The fourth quarter of 2023 saw a further increase in the expense ratio to 45.79%, up 4.40 percentage points year-on-year [2][14]. Strategic Initiatives - In July 2023, the company formed a strategic partnership with Shanghai Kanaiqi Automotive Service Co., among others, to integrate automotive and home categories into a "one-stop home" business model [2][3]. - The company has also increased its restaurant coverage in shopping malls from 43% to 54% throughout 2023 [2][3]. Earnings Forecast - The earnings per share (EPS) forecasts for 2024 and 2025 have been revised down by 6% and 9% to 0.08 yuan and 0.09 yuan respectively, with a new forecast for 2026 at 0.10 yuan [3][4].

Share Lock-Up and Shareholder Commitments - The company reported a share lock-up period of 36 months, during which the original actual controller, Che Jianxing, cannot transfer or entrust the management of shares[3]. - After the lock-up period, Che Jianxing is allowed to transfer up to 25% of his shares annually while maintaining his actual control status[3]. - The company has committed to a minimum selling price for shares after the lock-up period, which will not be lower than the initial public offering price adjusted for any dividends or stock splits[3]. - The company plans to announce any share reductions three trading days in advance, detailing the reasons and intended quantities[3]. - The company has received approval for changes to the shareholding intentions and reduction commitments of its controlling shareholders as of February 15, 2023[5]. - The company will not repurchase shares during the lock-up period, ensuring stability in its share structure[8]. - The company has outlined a plan for potential limited share reductions after the lock-up period, subject to compliance with existing commitments[5]. - The company emphasizes the importance of maintaining governance and operational stability during any share reduction activities[8]. - The company has committed to not transferring or entrusting others to manage its shares in the public offering of Red Star Macalline for 36 months from the date of listing, which began on January 17, 2018[22]. - The company will extend the lock-up period of its remaining shares by one year if it violates the commitment regarding share reduction[22]. - The company has stated that any illegal proceeds from share reduction will be returned to Red Star Macalline[22]. Environmental and Social Responsibility - The company published its 2023 Annual Corporate Environmental and Social Responsibility Report, detailing environmental protection data and information[12]. - The company strictly adheres to the Energy Conservation Law of the People's Republic of China and has set energy efficiency targets for its mall construction projects[10]. - The company has invested zero funds in environmental protection during the reporting period[34]. - The company does not belong to the national key monitoring pollution units and has established a "green environmental management system" to integrate environmental protection into every operational stage[37]. - The company has a long-term commitment to environmental protection, implementing strict controls over each phase of project management from planning to operation[37]. - The company has maintained a compliance rate of 90% for environmental quality standards, with a detection pass rate of 95.12% for 2,580 batches of products[100]. - The company has reduced carbon emissions by 545,503 tons through various energy-saving initiatives[177]. - The company has not disclosed any other environmental information due to its non-applicability[39]. Financial Performance - The company reported a basic earnings per share of -0.51 yuan, a decrease of 492.31% compared to 0.13 yuan in 2022[53]. - The weighted average return on equity decreased to -4.37%, down 5.44 percentage points from 1.07% in the previous year[53]. - The company reported a total non-operating loss of approximately 988.33 million yuan, significantly impacting overall financial performance[62]. - The company's operating revenue for 2023 was approximately ¥11.51 billion, a decrease of 18.55% compared to ¥14.14 billion in 2022[79]. - The net profit attributable to shareholders for 2023 was approximately -¥2.22 billion, a decline of 496.78% from a profit of ¥558.59 million in 2022[79]. - The net cash flow from operating activities for 2023 was approximately ¥2.36 billion, down 39.07% from ¥3.88 billion in 2022[79]. - The total assets at the end of 2023 were approximately ¥121.06 billion, a decrease of 3.99% from ¥126.09 billion at the end of 2022[79]. - The net assets attributable to shareholders at the end of 2023 were approximately ¥49.62 billion, down 4.65% from ¥52.03 billion at the end of 2022[79]. - The net cash flow from investment activities was approximately ¥701.36 million, showing a slight increase from the previous year[156]. - The net cash flow from financing activities was approximately -¥3.17 billion, indicating a significant reduction in outflows compared to the previous year[156]. Market and Operational Strategy - The company continues to focus on category strategy and brand upgrades to drive growth in the home furnishing sector[71]. - The company plans to focus on market expansion and new product development to improve future performance[79]. - The company operates 448 home improvement stores across 215 cities in 30 provinces, with a total operating area of 21,724,717 square meters[92]. - The company has established a comprehensive service model for its franchise operations, leveraging its brand strength and management experience[107]. - The company is actively pursuing strategic collaborations in the new energy vehicle sector, enhancing its service offerings and customer experience[94]. - The company has expanded its membership service locations from 75 to 96, achieving a customer satisfaction rate of 97%[99]. - The company has a strong online and offline integration strategy, enhancing its digital presence through a partnership with Alibaba since 2019[96]. - The company has seen a 180% year-on-year increase in live streaming sessions and a 234% increase in traffic due to the "Gold Medal Salesperson Live Streaming" initiative[124]. - The company is collaborating with Alibaba to explore new retail models, implementing digital upgrades across malls and enhancing online-to-offline transaction capabilities[143]. - The company aims to create a sustainable high-quality traffic ecosystem by integrating design solutions with materials and enhancing collaboration among malls, designers, dealers, and brand factories[123]. Revenue and Cost Analysis - The company's revenue from the home commercial service industry was approximately ¥8.81 billion, a decrease of 14.0% compared to the previous year[160]. - The gross profit margin for the home commercial service industry was 64.6%, down by 0.8 percentage points year-on-year[160]. - Revenue from construction and design services was approximately ¥1.21 billion, a decrease of 1.7% year-on-year[162]. - The gross profit margin for construction and design services was -0.6%, a decrease of 15.9 percentage points compared to the previous year[162]. - Revenue from self-operated and leasing income was approximately ¥6.78 billion, down 13.8% year-on-year[162]. - The gross profit margin for self-operated and leasing income was 70.8%, a decrease of 2.1 percentage points year-on-year[162]. - Revenue from project annual brand consulting management services was approximately ¥1.94 billion, a decrease of 10.9% year-on-year[164]. - The company reported a significant decrease in revenue from home decoration-related services, down 51.2% year-on-year[162]. - The total cost of the home commercial service industry was approximately ¥3.12 billion, a decrease of 11.9% compared to the previous year[166]. - The company's operating costs amounted to ¥4,981,648,749.52, reflecting a reduction of 15.79% year-on-year[180]. Marketing and Customer Engagement - The company launched multiple marketing campaigns, including the 315FUN and 818FUN shopping festivals, to boost brand awareness and sales[71]. - The company’s content operations generated over 1.1 billion views across various platforms, with a total fan base of 5 million[72]. - The company achieved a customer net promoter score of 68.1% and an overall satisfaction rate of 95.96%[128]. - The company has developed a comprehensive consumer profile and product mapping, enabling precise matching of brands and merchants with consumer needs throughout the home decoration cycle[146]. - The company's marketing activities are supported by strong control from headquarters, ensuring effective execution across its nationwide stores[172]. Human Resources and R&D - The company has 51 R&D personnel, accounting for 0.35% of the total workforce[194]. - The company has no doctoral researchers among its R&D personnel, with 4 holding master's degrees and 37 holding bachelor's degrees[194]. - The company reduced R&D expenses by 57.63% to ¥19,631,122.59, primarily due to decreased personnel costs[180]. - Management expenses decreased by 7.69% to ¥1,301,881,550.28 due to reduced personnel costs[192]. - Financial expenses increased by 10.23% to ¥2,560,957,468.28, mainly due to a decrease in capitalized interest[192]. Business Expansion and Strategic Initiatives - The company is expanding into lower-tier markets through a light-asset model, utilizing management contracts and franchising to establish a presence in third-tier cities and below[140]. - The introduction of high-frequency consumption formats in malls enhances the overall consumer experience, catering to dining needs during home shopping[141]. - In 2023, the company launched the "Super Star Anchor" project with Tmall, focusing on professional training for influential home decor livestreamers[144]. - The company has established a national marketing network that leverages its extensive physical presence to achieve cost synergies and consistent marketing messages[171]. - The company has over 38,500 brand series in its marketplace, providing a comprehensive selection for consumers[174].

Administrative Penalties - The company received an administrative penalty notice from the Ministry of Finance, proposing a fine of RMB 50,000 due to issues related to the quality of accounting information for the fiscal year 2022[1]. - The company will closely monitor the developments regarding the administrative penalty and comply with the final opinions from the Ministry of Finance[1]. Accounting Corrections - The correction of accounting errors resulted in a decrease of RMB 2.475 billion in investment properties for the fiscal year 2022, adjusting the total to RMB 93.234 billion[4]. - The total assets were adjusted down by RMB 2.018 billion for the fiscal year 2022, resulting in total assets of RMB 126.092 billion[4]. - The net profit for the fiscal year 2022 was adjusted down by RMB 190.116 million, leading to a revised net profit of RMB 667.690 million[4]. - The impact of the correction on the net profit attributable to shareholders for 2022 was 25.39% of the total net profit[2]. - The company made retrospective adjustments to the financial statements for the years 2019 to 2021, with the 2021 net profit adjusted down by RMB 52.492 million[5]. - The total liabilities for the fiscal year 2022 were adjusted down by RMB 504.698 million, resulting in total liabilities of RMB 70.611 billion[4]. - The adjustments do not affect the cash flow statement or the financial statements of the parent company[5]. - The correction of accounting errors resulted in a decrease of investment properties from ¥93.15 billion to ¥90.96 billion, a reduction of ¥2.19 billion[6]. - Fixed assets increased from ¥2.74 billion to ¥2.90 billion, an increase of ¥157 million[6]. - Total assets were adjusted from ¥131.55 billion to ¥129.85 billion, a decrease of ¥1.70 billion[6]. - The net profit attributable to the parent company decreased from ¥1.73 billion to ¥1.72 billion, a reduction of ¥14 million[6]. - For 2019, investment properties were adjusted from ¥85.11 billion to ¥82.91 billion, a decrease of ¥2.19 billion[7]. - The total liabilities were adjusted from ¥80.45 billion to ¥80.03 billion, a decrease of ¥423 million[6]. - The net profit for 2019 was adjusted from ¥4.69 billion to ¥4.40 billion, a reduction of ¥291 million[7]. Compliance and Approval - The audit committee confirmed that the corrections comply with accounting standards and accurately reflect the company's financial status[9]. - The board of directors approved the corrections, stating they align with accounting principles and do not harm the interests of shareholders[9]. - The adjustments do not affect the consolidated cash flow statement or the financial statements of the parent company[6].

Financial Performance - Revenue for the year ended December 31, 2023, was RMB 11,514,983 thousand, a decrease of 18.4% compared to RMB 14,138,320 thousand in 2022[3] - Gross profit for the same period was RMB 7,033,253 thousand, down from RMB 8,844,699 thousand, resulting in a gross margin of 61.1% compared to 62.6% in 2022[3] - The company reported a net loss of RMB 2,570,418 thousand for 2023, contrasting with a profit of RMB 816,884 thousand in 2022, leading to a loss attributable to owners of the company of RMB 2,412,713 thousand[3][5] - Other income for 2023 was RMB 319,480 thousand, down from RMB 447,559 thousand in 2022[5] - The company incurred a significant increase in expected credit loss impairment, amounting to RMB 1,303,571 thousand compared to RMB 385,205 thousand in the previous year[5] - The company’s basic and diluted loss per share for 2023 was RMB (0.55), compared to earnings of RMB 0.16 per share in 2022[6] - The company reported a net loss of RMB 2,570,418 thousand for the year ended December 31, 2023[12] - The company’s total equity was RMB 55,143,135 thousand, down from RMB 58,002,716 thousand in 2022[12] - The company’s bank and other borrowings decreased to RMB 19,713,654 thousand from RMB 24,508,990 thousand in the previous year[12] - The company’s contract liabilities decreased to RMB 1,137,850 thousand from RMB 1,839,930 thousand in 2022[12] Assets and Liabilities - Total assets as of December 31, 2023, were RMB 124,186,609 thousand, a decline from RMB 129,482,459 thousand in 2022[7] - The company’s investment properties decreased to RMB 98,480,200 thousand from RMB 100,022,185 thousand year-over-year[7] - As of December 31, 2023, the company's net current liabilities amounted to RMB 18,607,903 thousand, an increase from RMB 14,210,208 thousand in 2022[12] - Total assets minus current liabilities were RMB 95,595,068 thousand, down from RMB 104,120,867 thousand in 2022[12] - Non-current liabilities totaled RMB 40,451,933 thousand, a decrease from 46,118,151 thousand in the previous year[12] - The company’s current liabilities increased to RMB 28,591,541 thousand from RMB 25,361,592 thousand in 2022[12] Operational Metrics - The number of self-operated malls decreased to 87 from 94, with a self-operated mall average occupancy rate of 82.80%, down from 85.20% in the previous year[4] - The average rental rate for managed malls was 85.70%, a decrease from 86.70% in 2022[4] - The segment profit for the self-owned/leased malls was RMB 3,381,871 thousand, while the construction and design segment reported a loss of RMB (98,740) thousand[19] - The group reported total revenue from external customers of RMB 11,514,983 thousand for the year ended December 31, 2023[19] Strategic Initiatives - The company plans to expand its market presence in mainland China, with a focus on enhancing service offerings and product sales in the home decoration sector[22] - The company is exploring strategic acquisitions to bolster its market position and diversify its revenue streams[22] - The company launched the M+ high-end design center in March 2023, aiming to create a comprehensive home ecosystem that integrates design, materials, and brands[46] - The company has established strategic partnerships in the new energy vehicle sector, with over 10,000 square meters dedicated to EV brands like Tesla and BYD[45] Economic Context - In 2023, China's GDP grew by 5.2%, an acceleration of 2.2 percentage points compared to 2022, outperforming the global growth estimate of around 3%[41] - The per capita disposable income of residents increased by 6.3% nominally, with a real growth of 6.1% after adjusting for price factors[41] - The total retail sales of consumer goods increased by 7.2% year-on-year, with retail sales of goods growing by 5.8%[41] Employee and Administrative Costs - Total employee costs amounted to RMB 2,584,844 thousand in 2023, compared to RMB 3,016,422 thousand in 2022, reflecting a decrease of approximately 14.3%[29] - The company’s administrative expenses were RMB 42,764 thousand, and other income was RMB 319,480 thousand[18] Investment and Financing - The company has engaged in discussions with banks and financial institutions regarding financing matters to improve liquidity[12] - The company continues to implement plans to enhance its financial position, including utilizing unused bank loan facilities[12] - The total amount raised from the A-share issuance was RMB 3,222,450,000, with net proceeds amounting to RMB 3,050,007,849 after deducting issuance costs[79] - The total amount raised from the private placement of shares was RMB 3,701,299.9 thousand, with a net amount of RMB 3,678,363.8 thousand after deducting issuance costs of RMB 22,936.1 thousand[82] Compliance and Governance - The company has complied with the Corporate Governance Code, with adjustments made to separate the roles of Chairman and CEO as of August 15, 2023[75] - The company has confirmed compliance with the Standard Code of Conduct for securities trading by all directors and supervisors for the year ending December 31, 2023[76]

2023 環境、社會及管治報告 目錄 01 完善治理 著力行穩致遠 | 公司治理 | 14 | | --- | --- | | 可持續發展管理 | 22 | 02 品質至上 成就品牌典範 | 開創家居零售新模式 | 28 | | --- | --- | | 打造客戶星體驗 | 38 | 關於本報告 04 董事長致辭 06 2023 年關鍵績效 08 關於紅星美凱龍 09 公司概況 09 獎項榮譽 10 86 ESG 關鍵績效 90 附錄：《環境、社會及管 治報告指引》內容索引 | | 匯聚星火 | | --- | --- | | 03 | 助力員工發展 05 | | 保障員工權益 | 50 | | --- | --- | | 助力人才發展 | 52 | | 提升員工幸福感 | 56 | | 職業健康與安全 | 58 | 共建共享 共創美好生活 報告時間範圍 本報告覆蓋的周期為 2023 年 1 月 1 日至 2023 年 12 月 31 日（即報告期內），部分內容追溯以往年份。 報告範圍及邊界 | 共建品質供應鏈 | 82 | | --- | --- | | 協同鑄造美好 | 84 | 04 | 守護生態 | ...