德恒上海律师事务所 关于 南京我乐家居股份有限公司 2024 年年度股东大会 见证意见 上海市东大名路 501 号上海白玉兰广场办公楼 23 楼 电话：021-5598 9888 传真：021-5598 9898 邮编：200080 德恒上海律师事务所 关于南京我乐家居股份有限公司 2024 年年度股东大会见证意见 德恒上海律师事务所 关于 南京我乐家居股份有限公司 2024 年年度股东大会 见证意见 德恒 02G20240183-00005 号 致：南京我乐家居股份有限公司 德恒上海律师事务所（以下简称"本所"）接受南京我乐家居股份有限公司 （以下简称"公司"或"我乐家居"）的委托，指派本所见证律师列席公司于 2025 年 5 月 16 日在南京市江宁经济技术开发区清水亭西路 218 号公司三楼会议室召 开的 2024 年年度股东大会（以下简称"本次股东大会"），就召开本次股东大会 进行见证并出具本见证意见。 本所见证律师依据本见证意见出具日前已经发生或存在的事实和《中华人民 共和国公司法》（以下简称《公司法》）、《中华人民共和国证券法》（以下简称《证 券法》）、《上市公司股东会规则》（以下简称《股东会规则 ...

Core Viewpoint - The real estate market is entering a post-cycle phase, with new home sales and revenue declining significantly, leading to a softening in home consumption and increased demand for renovation in the secondary market [1] Group 1: Market Performance - In 2024, the total sales area of new commercial housing reached 97.385 million square meters, a year-on-year decrease of 12.9%, while the sales revenue totaled 96,750 billion yuan, down 17.1% [1] - Residential sales area and revenue fell by 14.1% and 17.6% respectively compared to 2023 [1] Group 2: Company Financials - The net cash flow from operating activities for nine major companies totaled 8.724 billion yuan, a decline of 21.4% from 2023, with nearly 80% of companies experiencing a decrease [2] - Gold Medal Home's net cash flow from operating activities dropped by 40.7%, significantly higher than the declines in revenue and net profit [3] Group 3: Contract Liabilities and Receivables - Approximately two-thirds of the nine companies saw an increase in contract liabilities, indicating a potential recovery in end-demand [5] - Gold Medal Home's contract liabilities surged by 150.3% to 485 million yuan compared to 2023 [5] - PIANO's accounts receivable plummeted by 59.4% to 209 million yuan, with the lowest turnover rate among the nine companies [6] Group 4: Financial Ratios - The average asset-liability ratio for the nine custom home companies was approximately 49.6%, a slight increase of 0.6% from 2023 [9] - Gold Medal Home had the lowest asset-liability ratio at 34.3%, up 2.3% year-on-year [9] - PIANO reduced its asset-liability ratio by 2.3 percentage points due to decreased operational liabilities and asset scale [9]

Core Insights - The real estate market in China is experiencing a downturn, with new residential property sales area dropping by 12.9% and sales revenue decreasing by 17.1% in 2024 compared to 2023 [1] - The custom home furnishing industry is facing challenges due to the sluggish real estate market, leading to a significant decline in revenue for major companies [2][5] Group 1: Industry Performance - In 2024, the total revenue of nine major custom home furnishing companies fell to 47.195 billion yuan, a decrease of 15.2% year-on-year [1] - The top revenue-generating company, Oppein Home, reported 18.925 billion yuan, contributing approximately 40% of the total revenue [1] - The revenue decline was most pronounced for PIANO, which saw a 32.7% drop, while Gold Medal Home experienced the smallest decline of less than 5% [1][2] Group 2: Quarterly Performance - In Q1 2024, about two-thirds of custom home furnishing companies maintained revenue growth, with companies like Sophia and Gold Medal Home achieving over 10% year-on-year growth [2] - By Q2 and Q3, the impact of the real estate downturn became evident, with four companies reporting revenue declines exceeding 20% in Q2, and this proportion increased to 77.8% in Q3 [2] - In Q4, while some companies managed to stabilize their revenue through strategic adjustments, others, particularly smaller firms, continued to see worsening performance [2] Group 3: Product Segment Performance - In 2024, Oppein Home's cabinet revenue was 5.450 billion yuan, which was 2.3 times that of the second-ranked Zhijia Home, despite a year-on-year decline of 22.5% [5][7] - Gold Medal Home was the only company to report growth in wardrobe revenue, increasing by 1.4% to 1.059 billion yuan [5][6] - The overall performance in the wood door segment was mixed, with Gold Medal Home achieving a revenue increase of 1.8%, while Oppein Home's wood door revenue fell by 17.7% [6][7] Group 4: Sales Channels - The majority of custom home furnishing companies experienced a reduction in the number of stores, with Oppein Home having 7,813 stores, nearly double that of Zhijia Home [8] - Gold Medal Home had the smallest reduction in store count, with only 23 stores closed, but its direct sales revenue plummeted by 89.6% [8][10] - The large-scale business segment saw a general contraction, with only Gold Medal Home reporting an increase in revenue [9] Group 5: International Expansion - Several companies, including Oppein Home and Zhijia Home, have made significant strides in international markets, with overseas revenue increasing by nearly 37% on average [9] - Oppein Home's global sales network now covers 146 countries and regions, while Zhijia Home has expanded to 15 countries including Australia and the USA [9]

Core Insights - The overall performance of nine listed custom home furnishing companies in 2024 has been under pressure, with significant fluctuations in both revenue and profit [1][2] Revenue Summary - Oppein Home remains the industry leader with a revenue of 18.925 billion, but it has seen a year-on-year decline of 16.93%, marking a recent low [1][2] - Gold Medal Home showed resilience with a revenue decline of only 4.68% [1][2] - Other companies experienced double-digit revenue declines, with PIANO facing the largest drop at 32.68% [1][2] Profit Summary - Only Sophia achieved a year-on-year profit growth of 8.69%, while other companies generally faced profit declines or losses [1][3] - Shangpin Home, PIANO, and Dinggu Jichuang reported net losses of 215 million, 375 million, and 175 million respectively, with loss margins expanding significantly [1][3] Company-Specific Performance - Oppein Home's net profit was 2.599 billion, down 14.38% year-on-year, while it continues to advance its "retail home furnishing" strategy [2][3] - Sophia's revenue was 10.494 billion, down 10.04%, but it managed to maintain profitability with a net profit of 1.371 billion [3] - Zhibang Home reported a revenue of 5.258 billion, down 14.04%, and a net profit of 385 million, down 35.23% [3] - Gold Medal Home's revenue was 3.475 billion, down 4.68%, with a net profit of 199 million, down 31.76% [4] - Haolaike's revenue was 1.910 billion, down 15.69%, with a net profit of 89 million, down 62.93% [4] - Wole Home's revenue was 1.432 billion, down 16.29%, with a net profit of 121 million, down 22.50% [4] - PIANO's revenue was 0.886 billion, down 32.68%, with a net loss of 375 million, expanding by 535.88% [5] - Dinggu Jichuang's revenue was 1.027 billion, down 20.06%, with a net loss of 175 million, expanding by 982.54% [5] Industry Outlook - Despite the overall pressure in the custom home furnishing industry in 2024, there is potential for moderate recovery in 2025 due to ongoing policy optimizations in the real estate sector and the release of demand for home renovations [5]

中国经济网北京5月12日讯我乐家居（603326）(603326.SH)昨晚披露的股东减持股份计划公告显示，公 司股东南京开盛咨询管理合伙企业(有限合伙)(以下简称"开盛咨询")计划自公告日起15个交易日后的3个 月内通过集中竞价方式减持不超过1,542,528股，即不超过公司总股本的0.4778%(根据中国证监会及上海 证券交易所相关规定禁止减持的期间除外)，并保证任意连续90个自然日内通过集中竞价交易方式减持 股份总数不超过公司总股本的1%，减持价格按照市场价格确定。 | 股东名称 | 南京开盛咨询管理合伙企业(有限合伙) | | --- | --- | | 计划减持数量 | 不超过:1,542,528 股 | | 计划减持比例 | 不超过:0.4778% | | 减持方式及对应减持数量 | 集中竞价减持,不超过:1,542,528 股 | | 减持期间 | 2025年6月3日~2025年9月2日 | | 拟减持股份来源 | IP0 前取得 | | 拟减持原因 | 合伙人资金需求 | 2024年，公司实现营业收入14.32亿元，同比下降16.29%；归属于上市公司股东的净利润1.21亿元，同 比下降22. ...

Group 1 - Baichuan Energy plans to reduce its shareholding by up to 26.82 million shares, accounting for 2% of the total share capital, due to personal investment and funding needs [1] - Jinhong Gas intends to distribute a cash dividend of 1.00 yuan per 10 shares, with the record date on May 15, 2025 [2] - Jiahe Meikang's shareholder plans to reduce its stake by up to 1% of the total share capital due to liquidity needs [2][3] Group 2 - Jiadu Technology will cancel 10.20 million repurchased shares, reducing its total share capital from 2.143 billion shares to 2.133 billion shares [4] - ILE Home's shareholder plans to reduce its stake by up to 154,250 shares, accounting for 0.4778% of the total share capital, due to funding needs [5] - Lai Yifen has fully removed related batches of its honey date dumpling products from shelves due to consumer health concerns [6][7] Group 3 - CATL's vice chairman Li Ping and spouse plan to donate 4.05 million shares to Fudan University for establishing a research fund, reducing Li Ping's shareholding from 4.58% to 4.48% [8] - Shuanghuan Transmission's shareholders completed their reduction plan, selling a total of 6.69 million shares, accounting for 0.789% of the total share capital [9] - Chengfei Integration reported no significant changes in its business operations or external environment despite stock price fluctuations [10] Group 4 - Guizhou Tire's controlling shareholder plans to increase its stake by no less than 50 million yuan and no more than 100 million yuan within six months [11] - *ST Youshu's application to revoke the delisting risk warning has been approved, and its stock will resume trading under a new name [13] - Jingwei Huikai's shareholders plan to reduce their stake by up to 3% of the total share capital due to funding needs [14] Group 5 - Hualan Biological's major shareholder plans to reduce its stake by up to 3% of the total share capital due to funding needs [15] - Huyou Pharmaceutical's shareholder plans to reduce its stake by up to 2.997% of the total share capital due to funding needs [16] - Dongpeng Holdings' shareholders plan to reduce their stake by up to 1.5% of the total share capital due to funding needs [17] Group 6 - Keleke's controlling shareholder plans to reduce its stake by up to 3% of the total share capital due to funding needs [18] - Dongfang Ocean's major shareholder plans to reduce its stake by 1% of the total share capital due to investor redemption requests [19] - Yisheng Shares reported a sales revenue of 141 million yuan from white feather chicken seedlings in April, with a year-on-year decrease of 7.28% [20] Group 7 - Qujiang Cultural Tourism's controlling shareholder's 12 million shares are set to be auctioned due to contractual disputes, representing 4.70% of the total share capital [21] - Duople's shareholder plans to reduce its stake by up to 123,800 shares, accounting for 2% of the total share capital, due to personal funding needs [22][23]

证券代码：603326 证券简称：我乐家居 公告编号：2025-024 南京我乐家居股份有限公司 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： ? 股东持股的基本情况 截至本公告披露日，南京我乐家居股份有限公司（以下简称"公司"）股东 南京开盛咨询管理合伙企业（有限合伙） （以下简称"开盛咨询"）持有公司股份 ? 减持计划的主要内容 开盛咨询计划自本公告日起 15 个交易日后的 3 个月内通过集中竞价方式减 持不超过 1,542,528 股，即不超过公司总股本的 0.4778%（根据中国证监会及上 海证券交易所相关规定禁止减持的期间除外），并保证任意连续 90 个自然日内通 过集中竞价交易方式减持股份总数不超过公司总股本的 1%，减持价格按照市场 价格确定。 一、减持主体的基本情况 股东名称 南京开盛咨询管理合伙企业（有限合伙） 控股股东、实控人及一致行动人 √是 □否 直接持股 5%以上股东 □是 √否 股东身份 董事、监事和高级管理人员 □是 √否 其他：不适用 持股数量 4,886,700股 ...

证券代码：603326 证券简称：我乐家居 公告编号：2025-024 南京我乐家居股份有限公司 股东减持股份计划公告 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： | 股东名称 | 南京开盛咨询管理合伙企业（有限合伙） | | | --- | --- | --- | | 股东身份 | 控股股东、实控人及一致行动人 直接持股 5%以上股东 | √是 □否 □是 √否 | | | 董事、监事和高级管理人员 | □是 √否 | | | 其他：不适用 | | | 持股数量 | 4,886,700股 | | | 持股比例 | 1.5137% | | | 当前持股股份来源 | IPO 前取得：4,886,700股 | | 一、减持主体的基本情况 股东持股的基本情况 截至本公告披露日，南京我乐家居股份有限公司（以下简称"公司"）股东 南京开盛咨询管理合伙企业（有限合伙）（以下简称"开盛咨询"）持有公司股份 4,886,700 股，占公司总股本的 1.5137%，上述股份来源为 IPO 前取得的股份。 上述减持主 ...

Investment Rating - The report indicates a positive outlook for the home furnishing sector, driven by domestic consumption stimulus and the gradual recovery of retail channels [1]. Core Insights - The report highlights that the domestic consumption stimulus is beginning to show effects, with a notable recovery in retail channels, while export conditions are experiencing marginal declines [1][3]. - The performance of leading companies in the home furnishing sector is improving, particularly in the context of national subsidies and strategic adjustments [1][3]. Summary by Sections 1. Home Furnishing - Domestic sales show signs of recovery with a year-on-year revenue change of -12.44% in Q4 2024 and +1.75% in Q1 2025, while net profit for the same periods changed from -54.11% to +7.07% [13]. - Export performance for the furniture sector saw a cumulative year-on-year increase of +5.8% for 2024 but a decline of -8.0% in Q1 2025, indicating a downward trend in export conditions [13]. - The report anticipates that the domestic market will continue to recover in the short term due to national subsidy policies, while the export market may face ongoing pressures [13]. 1.1 Domestic - Custom Home Furnishing - Retail channels are showing marginal improvements, while bulk channels remain under pressure, with leading companies like Oppein and Sophia experiencing reduced revenue declines in Q1 2025 compared to previous quarters [20]. - The profitability of leading companies is improving, with a focus on cost control and product development, while second and third-tier brands may struggle to maintain performance [26]. - Prepayment and cash flow indicators show improvements for some leading companies, suggesting a gradual recovery in demand [38]. 1.2 Domestic - Soft Home Furnishing - The soft home furnishing sector is under pressure due to real estate downturns and changing consumer spending patterns, but companies like Kuka and Mengbaihe are showing signs of recovery [39]. - Profit margins are improving in Q1 2025 compared to 2024, with notable changes in gross and net profit margins across leading companies [44]. - Prepayment figures for soft home furnishing companies are showing positive growth, indicating a recovery in domestic demand [46]. 1.3 Export Home Furnishing - The overall export climate is declining, with a significant drop in cumulative export value in Q1 2025, reflecting challenges in the international market [51][53]. - Despite the overall decline, leading companies are still managing to perform well, showcasing resilience and strategic advantages [51].

2024 年年度股东大会会议资料 南京我乐家居股份有限公司 2024 年年度股东大会会议资料 2025 年 5 月 16 日 2024 年年度股东大会会议资料 目 录 | 2024 年年度股东大会会议须知 | 2 | | | --- | --- | --- | | 2024 年年度股东大会会议议程 4 | | | | 议案一：关于 2024 年年度报告及摘要的议案 | | 6 | | 议案二：关于 2024 年度董事会工作报告的议案 | | 7 | | 议案三：关于 2024 年度监事会工作报告的议案 | | 14 | | 议案四：关于 2024 年度财务决算报告的议案 | | 17 | | 议案五：关于 2024 年度利润分配预案的议案 | | 21 | | 议案六：关于董事 2025 年度薪酬事项的议案 | | 24 | | 议案七：关于 2025 年度公司与子公司互相提供融资担保的议案 | | 25 | | 议案八：关于 2025 年度为公司工程代理商提供担保预计的议案 | | 26 | | 议案九：关于使用闲置自有资金进行委托理财的议案 | | 27 | | 议案十：关于续聘 2025 年度会计师事务 ...