上海市锦天城律师事务所 关于上海水星家用纺织品股份有限公司 2024 年度差异化分红事项的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于上海水星家用纺织品股份有限公司 2024 年度差异化分红事项的 法律意见书 三、本法律意见书中，本所及本所经办律师认定某些事件是否合法有效是以 该等事件所发生时应当适用的法律、法规、规章及规范性文件为依据。 四、本法律意见书的出具已经得到公司如下保证： （一）公司已经提供了本所为出具本法律意见书所要求公司提供的原始书面 1 上海市锦天城律师事务所 法律意见书 案号：01G20230242 致：上海水星家用纺织品股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受上海水星家用纺织品股 份有限公司（以下简称"公司"或"水星家纺"）的委托，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》"）、《上市公司股份回购规则》《上海证券交易 ...

证券代码：603365 证券简称：水星家纺 公告编号：2025-024 本利润分配方案经公司2025 年 5 月 21 日的2024年年度股东大会审议通过。 二、 分配方案 1、 发放年度：2024年年度 2、 分派对象： 上海水星家用纺织品股份有限公司 2024年年度权益分派实施公告 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： | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2025/6/24 | － | 2025/6/25 | 2025/6/25 | 差异化分红送转： 是 一、 通过分配方案的股东大会届次和日期 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任 公司上海分公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 根据《上市公司股份回购规则》《上海证券交易所上市公司自律监管指引第 7 号——回购股份》等相关法律法规、规范性文件以及《公司章程》的规定 ...

Investment Rating - The report gives a "Strong Buy" rating for the company, with a current market price of 20.37 CNY and a corresponding PE ratio of 13X [1][3]. Core Insights - The company is experiencing rapid online growth, particularly with its "Deep Sleep Pillow" and "Ice Cream Quilt" products, as consumer demand shifts towards functional upgrades and daily replacement needs [1][7]. - The overall market size for the home textile industry is estimated at 150 billion CNY, with leading brands holding low single-digit market shares [7][12]. - The company has adopted a big product strategy, focusing on high-value items, and has seen significant online sales growth, with online revenue accounting for over 50% of total income [7][32]. Financial Data and Valuation - Total revenue is projected to grow from 41.93 billion CNY in 2024 to 57.15 billion CNY by 2027, with a compound annual growth rate (CAGR) of approximately 11% [2][57]. - Net profit is expected to increase from 4.16 billion CNY in 2025 to 5.35 billion CNY in 2027, reflecting a growth rate of 13% to 14% [2][57]. - The company's gross margin is forecasted to improve gradually, reaching 42.5% by 2027 [57][64]. Market Dynamics - The report highlights a weakening correlation between home textile sales and real estate performance, indicating a shift towards daily replacement demand as a primary driver [7][12]. - The competitive landscape is fragmented, with major brands like Luolai, Ato, and Mercury holding relatively small market shares in the online space [7][12]. - Young consumers are increasingly willing to pay for health-related sleep products, driving sales for innovative offerings [7][26]. Company Strategy - The company focuses on a "core product" strategy, emphasizing high-quality bedding items, which has led to a significant increase in revenue from these categories [32][33]. - Online sales have been a major growth driver, with a notable increase in revenue from e-commerce platforms [38][57]. - Marketing strategies have evolved to target younger demographics, utilizing social media and influencer partnerships to promote key products [51][52].

Core Viewpoint - The home textile export industry in China is experiencing steady growth, with a cumulative export of $10.28 billion in the first four months of 2025, reflecting a year-on-year increase of 1.9% despite challenges such as tariff friction and market share fluctuations in key regions [1] Group 1: Export Performance - China's home textile exports are primarily directed to the U.S., which accounts for over 30% of total exports, although the import share from China has decreased by 0.5 percentage points in Q1 [1] - The overall stability in the home textile industry is indicated by a 1.44% year-on-year revenue growth for major enterprises from January to November last year, reversing the negative growth trend of the previous two years [1] - The international market share for Chinese home textiles remains stable, with growth observed in imports from the U.S. and EU, while the share to Japan has decreased [1] Group 2: Domestic Market Dynamics - The domestic home textile market is valued at approximately 327.9 billion yuan, with leading brands like Water Mercury, Luolai Life, and Fuanna holding market shares of 1.3%, 1.1%, and 0.9% respectively, indicating a low industry concentration but an upward trend in leading brands' market shares [1] - Government policies, such as including home textiles in the 15% consumption subsidy in Shanghai, have led to a 39% increase in local store sales, with expectations for expanded wedding subsidy policies in 2025 to boost demand [1] - National policies aimed at stabilizing growth and encouraging consumption are enhancing market vitality and supporting the development of the home textile industry [1] Group 3: Technological Advancements and Market Trends - The industry is transitioning towards funding, technology, and smart manufacturing, with Luolai Life reporting significant AI application results in 2024 and plans for increased investment in 2025 [1] - Water Mercury is actively promoting AI implementation to build a smart ecosystem, while leading brands are focusing on memory pillows, which are expected to increase market penetration [1] - The market for memory pillows is projected to exceed 40 billion yuan by 2030 under neutral scenarios, driven by high sleep disturbance rates among individuals aged 18 and above [1] Group 4: Sales Channels and Strategies - The integration of online and offline sales channels is becoming mainstream, with content platforms accelerating market education for bedding products [1] - Luolai Life is developing a multi-dimensional communication matrix targeting young consumers through its "LOVO" brand, while Water Mercury is enhancing its e-commerce operations and personal branding initiatives [1] - Fuanna is focusing on "profit first, resilient growth" by building three core capabilities and establishing a comprehensive e-commerce channel, including a live-streaming e-commerce model [1]

Core Insights - The home textile industry is experiencing intense competition, and Mercury Home Textile has successfully differentiated itself through forward-looking product strategies, gaining significant market attention [1] - In its 2024 annual report, Mercury Home Textile detailed a series of strategic initiatives and achievements in product layout, showcasing its strong brand heritage and market competitiveness [1] Product Strategy - Under the "Good Bedding Selection Mercury" brand strategy, the company focuses on refined product operations, driving industry upgrades towards environmental sustainability and health through technological innovation [1][3] - Mercury is deeply engaging in niche markets, emphasizing functionality and scenario-based applications while continuously optimizing its product structure through boutique development [1][3] - The company is innovating across all product categories and major single products, with standout items consistently gaining traction in the market [1] Technological Innovation - Mercury Home Textile has implemented a technology-driven innovation approach, developing leading health sleep products with core benefits such as antibacterial, moisture-wicking, and soothing properties [3] - The company has created smart bedding products that enhance traditional offerings, thereby increasing product barriers [3] - An example includes the ergonomically designed slow-rebound memory pillow, which received the German IGR ergonomic certification and features a patented three-layer composite structure [3] Sustainability Efforts - The company incorporates renewable fibers like Lyocell, Modal, and viscose into its product lines, which are sustainable and biodegradable, meeting consumer demands for both environmental responsibility and high-quality sleep [3] - The upgraded "Ice Cream Quilt" product line has improved materials and technology, achieving cooling performance that exceeds national standards by more than double [3] Market Outlook - With ongoing advancements in product layout, Mercury Home Textile is expected to carve out broader development space in the competitive market, continuously leading the home textile industry to higher levels and providing consumers with more quality and innovative products [4]

Investment Rating - The report suggests a positive investment outlook for the textile and apparel industry, focusing on resilient brands and manufacturing companies with performance elasticity [1]. Core Insights - The textile and apparel sector has shown stable growth in retail consumption, with a notable increase in apparel sales, while textile manufacturing exports have displayed a mixed performance [2][4]. - The report highlights the importance of brand strength and market trends, particularly in the sportswear and outdoor segments, which are expected to perform well [3][46]. - The impact of international trade policies, particularly U.S. tariffs, continues to be a significant factor affecting the textile manufacturing sector [4]. Summary by Sections Section 1: Market Review - Retail sales in April 2025 showed a year-on-year growth of 5.1%, with apparel and footwear sales increasing by 2.2% [2][12]. - Textile exports from China decreased by 0.5% year-on-year in April 2025, underperforming compared to Vietnam and Bangladesh, which saw growth rates of 18.15% [2][15]. Section 2: Brand Apparel - The sportswear segment is highlighted for its resilience, with outdoor brands experiencing high demand. Key companies to watch include Anta Sports and Nike [3][46]. - Discount retail formats are rapidly emerging due to consumer demand for value, with companies like Hailan Home benefiting from this trend [3][46]. - Policies such as childcare subsidies are expected to stimulate consumption, benefiting companies like Luolai Life and Mercury Home Textiles [3][46]. Section 3: Textile Manufacturing - The report emphasizes the need to focus on companies with performance elasticity, recommending firms like Crystal International and Zhejiang Natural [4]. - The textile manufacturing sector is experiencing a shift towards increased market concentration, with leading companies such as Huayi Group and Shenzhou International being favored [4]. - The overall demand outlook remains cautious, with brands maintaining a conservative stance on consumer spending [4][19]. Section 4: Stock Performance - As of May 30, 2025, the A-share textile and apparel sector saw a slight increase of 1.87%, while the H-share sector rose by 8.7% [39]. - The report identifies top-performing stocks in both A-share and H-share markets, highlighting significant variances in performance among individual companies [35][39]. Section 5: Company Focus - Anta Sports is noted for its strong brand momentum and expansion into outdoor segments, with plans to increase international revenue [57]. - The report also highlights Tmall's potential for recovery due to improved inventory turnover and a focus on Nike brand sales [60].

公司代码：603365 公司简称：水星家纺 上海水星家用纺织品股份有限公司 会 议 资 料 二零二五年六月 水星家纺 2025 年第一次临时股东大会 会议资料 目 录 水星家纺 2025 年第一次临时股东大会 会议资料 上海水星家用纺织品股份有限公司 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 大会的顺利进行，上海水星家用纺织品股份有限公司（以下简称"公司"）根据 《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》 《上市公司股东会规则》以及《公司章程》《公司股东大会议事规则》的相关规 定，特制定公司 2025 年第一次临时股东大会会议须知： 一、本次会议设立股东大会会务组，具体负责会议期间的组织及相关会务工 作。 二、为保证本次大会的严肃性和正常秩序，切实维护股东的合法权益，除依 法出席会议的公司股东（或其授权代表）、董事、监事、董事会秘书、高级管理 人员、聘请的律师和董事会邀请参会的人员外，公司有权依法拒绝其他人士入场。 三、请参会人员自觉遵守会场秩序，进入会场后，请关闭手机或调至静音状 态。 四、股东（或其授权代表）参加本次大会依法享有发言权、咨询权和表决权 ...

公司代码：603365 公司简称：水星家纺 上海水星家用纺织品股份有限公司 2025 年第一次临时股东大会 会 议 资 料 二零二五年六月 水星家纺 2025 年第一次临时股东大会 会议资料 目 录 | 2025 年第一次临时股东大会会议须知 | 2 | | --- | --- | | 2025 年第一次临时股东大会会议议程 | 3 | | 议案一、关于公司第六届董事会董事薪酬方案的议案 | 4 | | 议案二、关于修订《公司章程》并办理工商变更登记的议案 | 5 | | 议案三、关于修订、新增或废止部分公司管理制度的议案 | 6 | | 议案四、关于选举第六届董事会非独立董事的议案 | 7 | | 议案五、关于选举第六届董事会独立董事的议案 | 10 | 1 水星家纺 2025 年第一次临时股东大会 会议资料 上海水星家用纺织品股份有限公司 2025 年第一次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 大会的顺利进行，上海水星家用纺织品股份有限公司（以下简称"公司"）根据 《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》 《上市公司股东会 ...

Meeting Details - The fifth meeting of the supervisory board of Shanghai Mercury Home Textile Co., Ltd. was held on June 3, 2025, in compliance with the Company Law of the People's Republic of China and the company's articles of association [1] - The meeting was notified to all supervisors via Feishu on May 29, 2025, and was attended by all voting supervisors [1] Voting Results - The voting results showed unanimous support with 3 votes in favor, 0 against, and 0 abstentions [2][3] - The proposals discussed in the meeting will be submitted for review at the company's first extraordinary general meeting of shareholders in 2025 [2][3] Agenda Items - The meeting reviewed and approved the revision of the company's articles of association and the modification, addition, or repeal of certain internal regulations [1]

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on June 19, 2025, at 14:00 [1] - The meeting will take place at the company's conference room located at 1487 Hu-Hang Highway, Shanghai [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system from 09:15 to 15:00 on the day of the meeting [1][4] - Specific voting times for the trading system are from 09:15-09:25, 09:30-11:30, and 13:00-15:00 [1] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [5] Meeting Agenda - The meeting will review proposals that have been approved by the company's board and supervisory committee [2] - Related announcements and materials will be published on the Shanghai Stock Exchange's website [2] Attendance and Registration - Shareholders registered by the close of trading on June 13, 2025, are eligible to attend [6] - Registration for the meeting will occur on June 17, 2025, from 09:00 to 17:00 [6][7] - Shareholders can register via fax, mail, or email, but must provide necessary documentation [7] Additional Information - The meeting is expected to last half a day, and attendees are responsible for their own travel and accommodation costs [8] - Contact information for the board secretary's office is provided for any inquiries [8]