证券代码：603365 证券简称：水星家纺 公告编号：2025-037 上海水星家用纺织品股份有限公司 2025年第二次临时股东会决议公告 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： 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东会召开的时间：2025 年 9 月 12 日 (二)股东会召开的地点：上海市奉贤区沪杭公路 1487 号公司 5 楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 186 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 198,346,400 | | 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份总数的比例（%） | 76.5924 | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况 等 本次会议由公司董事会召集，公司董事长李裕陆先生担任会议主持人。本次 会议采用现场的方式召开，采用现场投票和网络投票相结合的表决方式进行表决。 ...

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 2025 年第二次临时股东会的 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：02120511000 传真：02120511999 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 2025 年第二次临时股东会的 法律意见书 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"）的委托，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》（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》"）等法律、法规、规范 性文件和《上海水星家用纺织品股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，指派律师列席公司 2025 年第二次临时股东会（以下简称"本次股 东会"），对本次股东会相关事项进行见证，并依法出具本法律意见书。 本法律意见书仅就本次股东会的召集和召开程序、出席本次股东会人员的资 格、召集人资 ...

Summary of Mercury Home Textiles Conference Call Company Overview - **Company**: Mercury Home Textiles - **Industry**: Home textiles industry Key Financial Metrics - **2025 H1 Revenue**: 1.29 billion CNY, up 6.4% YoY [2] - **Net Profit**: 140 million CNY, down 3.4% YoY [2] - **Gross Margin**: Increased by 2 percentage points to 43.9% [2] - **Online Revenue Growth**: 16% YoY, with Q2 growth at 23% [2][6] - **CAGR (2018-2024)**: Revenue at 9.5%, e-commerce revenue at 17.3% [2][3] Competitive Advantages - **Market Position**: Leading player in the domestic home textiles industry [3] - **Product Strategy**: Focus on big-ticket items and strong online channels [3] - **Sales Strategy**: Concentrated promotion of high-tech products like 3D goose down quilts and ergonomic pillows [3] Market Dynamics - **Market Size**: Home textiles market approximately 250 billion CNY, with bedding products around 150 billion CNY [14] - **Growth Forecast**: Expected CAGR of 2.6% over the next five years [14] - **Consumer Trends**: Increasing focus on sleep quality and product upgrades driving market growth [14][16] Online Channel Performance - **Sales Comparison**: Mercury's products generally priced lower than competitors but with higher sales volumes [18] - **Consumer Preference**: High-end consumers prefer established brands for quality assurance [19] Future Outlook - **Growth Potential**: Strong growth prospects due to online platform advantages and product upgrades [20] - **Market Strategy**: Continued focus on e-commerce and brand positioning in mid-to-high-end markets [8][20] - **Investment Recommendation**: Attractive investment opportunity due to low valuation and high dividend yield [7][12] Shareholder Returns - **Dividend Payout**: Increased to over 60% in recent years, with a dividend yield above 5% [12] - **Valuation Trends**: PE ratio around 11.5, influenced by market conditions and strategic product launches [13] Challenges and Risks - **Profit Margin Pressure**: Rising sales expenses impacting net profit margins [3][11] - **Market Competition**: Intense competition from both established and emerging brands [3][11] Conclusion - **Investment Thesis**: Mercury Home Textiles is well-positioned for growth in the home textiles market, leveraging its strong online presence and innovative product offerings to capture market share and enhance profitability [7][24]

Company Overview - Mercury Home Textile Co., Ltd. is located at 1487 Hu-Hang Highway, Fengxian District, Shanghai, established on December 7, 2000, and listed on November 20, 2017. The company specializes in the research, design, production, and sales of mid-to-high-end home textiles [1][2]. Financial Performance - For the first half of 2025, Mercury Home Textile achieved operating revenue of 1.921 billion yuan, representing a year-on-year growth of 6.40%. However, the net profit attributable to the parent company was 141 million yuan, a decrease of 3.38% compared to the previous year [2]. - Since its A-share listing, the company has distributed a total of 1.422 billion yuan in dividends, with 654 million yuan distributed over the past three years [3]. Stock Performance - As of September 4, the stock price of Mercury Home Textile increased by 2.03%, reaching 17.05 yuan per share, with a total market capitalization of 4.478 billion yuan. The stock has seen an 11.34% increase year-to-date, but has declined by 2.40% over the last five trading days, 6.32% over the last twenty days, and 11.95% over the last sixty days [1]. - The company has a total of 7,591 shareholders as of June 30, with a decrease of 4.58% from the previous period. The average number of circulating shares per person increased by 4.80% to 33,995 shares [2]. Shareholder Information - As of June 30, 2025, the fourth largest circulating shareholder is China Europe Pension Mixed A (001955), holding 8.6133 million shares, an increase of 991,400 shares from the previous period [3]. Business Segmentation - The main revenue components of Mercury Home Textile are as follows: quilts account for 48.38%, bedding sets for 34.78%, other products for 9.17%, and pillows for 7.53%, with other supplementary items contributing 0.15% [1]. Market Position - Mercury Home Textile is classified under the Shenwan industry as part of the textile and apparel sector, specifically in the home textile category. The company is also associated with concepts such as small-cap and high dividend yield [2].

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss important matters including changes to the registered capital and amendments to the Articles of Association [1][6] - The meeting will take place on September 12, 2025, at 14:00, with both on-site and online voting options available for shareholders [3][2] Meeting Procedures - The meeting will be organized by a dedicated working group to ensure order and efficiency [1] - Only authorized shareholders, board members, and invited personnel are allowed to attend, while other individuals may be refused entry [2] - Shareholders wishing to speak must register in advance and adhere to a three-minute time limit for their remarks [2][5] - Voting will be conducted through a combination of on-site and online methods, with specific details provided in the meeting notice [2][3] Agenda Items - The primary agenda item is the proposal to change the company's registered capital and amend the Articles of Association due to the repurchase and cancellation of part of the restricted stock incentive plan [8] - The total number of shares will decrease from 262,633,500 to 262,496,300, resulting in a reduction of registered capital from RMB 262,633,500 to RMB 262,496,300 [8][6] - The company seeks authorization from the shareholders to allow the board or management to handle the necessary business registration changes [8]

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 年第二次临时股东会 会 议 资 料 二零二五年九月 水星家纺 2025 年第二次临时股东会 会议资料 目 录 | | | | 1 | | --- | --- | --- | --- | | 2 | | 1 œ | | | | | | n | | 2025 | 年第二次临时股东会会议须知 | 2 | | --- | --- | --- | | 2025 | 年第二次临时股东会会议议程 | 3 | | | 议案一、关于拟变更公司注册资本与修订《公司章程》并办理工商变更登记的议案 | 4 | 1 水星家纺 2025 年第二次临时股东会 会议资料 上海水星家用纺织品股份有限公司 2025 年第二次临时股东会会议须知 为了维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证会 议的顺利进行，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》《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》《公司股东会议事规则》的相关规定，特制定公司 2025 年第二次 临时股东会会议须知： 一、本次 ...

Core Viewpoint - Mercury Home Textiles reported a net profit of 141 million yuan for H1 2025, reflecting a year-on-year decrease of 3.4%, with Q2 net profit at 51 million yuan, down 2.7% year-on-year. The company's large product strategy accelerated revenue growth quarter-on-quarter, but increased expenses pressured profits [1]. Financial Performance - In H1 2025, revenue excluding Mercury's e-commerce reached 820 million yuan, a year-on-year decline of 2.5%. The group purchasing segment showed positive growth, while the decline in revenue is attributed to franchisees reducing inventory and purchases [1]. - The company is expected to experience short-term profit fluctuations due to increased expense investments, but this is anticipated to strengthen brand power and market share in the long term [1]. Strategic Adjustments - In response to emerging cross-border brands challenging leading home textile brands, Mercury is proactively adjusting its product and marketing strategies. The focus is on leveraging technology-driven large products to boost sales across all categories, while enhancing the synergy between online and offline channels [1]. - The company is leading the industry in online growth, with its advantages continuing to expand. Under the strategy of channel integration, the product strength, traffic, and channel image in offline markets are continuously improving [1]. Future Outlook - Revenue growth is expected to continue alongside a sustained increase in gross margin. Although short-term expense investments may lead to temporary profit fluctuations, there is an expectation for performance elasticity as expenses are diluted over time [1]. - The company demonstrates steady growth and maintains a high dividend payout ratio, leading to a "buy" rating [1].

Investment Rating - The investment rating for the company is "Buy" (maintained) [2][8] Core Views - The company has shown a steady performance with a revenue of 1.921 billion and a net profit of 141 million in the first half of 2025, reflecting a year-on-year growth of 6.40% in revenue but a decline of 3.38% in net profit [5] - The implementation of the "Good Bedding, Choose Mercury" strategy and the focus on big product strategies have significantly contributed to sales growth, particularly in the ergonomic pillow and ice silk quilt categories [5] - The company is expected to benefit from the continuation of the home textile subsidy policy in various regions, including Shanghai and Jiangsu [5] Financial Performance Summary - Revenue for 2023 is projected at 4,211 million, with a growth rate of 15% year-on-year, while the net profit is expected to be 379 million, reflecting a growth rate of 36% [2] - For 2024, revenue is forecasted to be 4,193 million with a 0% growth rate, and net profit is expected to decline to 367 million, a decrease of 3% [2] - The company anticipates a gradual increase in revenue and net profit in the following years, with projections of 4,423 million and 376 million for 2025, respectively [2] Key Financial Metrics - The gross margin for the first half of 2025 was 43.88%, an increase of 2.01 percentage points year-on-year, attributed to product structure optimization and successful big product strategies [5] - The sales expense ratio increased to 29.45%, up 3.84 percentage points year-on-year, due to increased investment in new product development and marketing innovation [5] - The company’s cash flow from operating activities turned negative at -67 million, primarily due to increased payments for goods and operating expenses [5] Future Outlook - The company is expected to maintain its leadership position in the home textile industry, with anticipated net profits of 376 million, 409 million, and 434 million for 2025, 2026, and 2027, respectively [5] - The online business is seen as a significant growth driver, while the offline business is improving in operational efficiency and penetration [5] - The overall industry demand is expected to recover, benefiting the leading companies in the sector [5]

Group 1: Snow Peak Technology (603227) - The company is positioned as a leader in the civil explosives and chemical industry in Xinjiang, with a dual business layout of "civil explosives + chemicals" [10][12] - Revenue forecasts for 2025-2027 are projected at 6.582 billion, 7.665 billion, and 8.613 billion yuan, with corresponding net profits of 545 million, 820 million, and 1.035 billion yuan, indicating growth rates of -19%, 51%, and 26% respectively [12] - The company benefits from a significant regional advantage in Xinjiang, where the scarcity of ammonium nitrate is highlighted, and the entry of Guangdong Hongda is expected to facilitate the scale-up of explosives production [12] Group 2: Meituan (03690) - The company maintains a "buy" rating despite a decrease in profits due to increased competition in the food delivery and instant retail sectors, with adjusted net profits for 2025-2027 revised to -4.5 billion, 38.5 billion, and 57.6 billion yuan [11][15] - The core local business revenue grew by 7.7% year-on-year to 65.3 billion yuan, but operating profit fell by 75.6% to 3.7 billion yuan, indicating significant pressure on profit margins [13][15] - The company is actively expanding its logistics network and enhancing service quality, with a peak daily order volume exceeding 150 million in July [13][15] Group 3: Banking Sector Insights - Industrial Bank (601166) reported a revenue of 110.5 billion yuan in 1H25, a decrease of 2.3%, but net profit increased by 0.2% to 43.1 billion yuan, indicating a recovery in profitability [17][19] - CITIC Bank (601998) achieved a revenue of 105.8 billion yuan in 1H25, down 3%, while net profit rose by 2.8% to 36.5 billion yuan, reflecting stable asset quality [21][23] - Su Nong Bank (603323) reported a slight revenue increase of 0.2% to 2.28 billion yuan in 1H25, with net profit growing by 5.2% to 1.18 billion yuan, showcasing a robust fundamental performance [25][26]

Core Insights - The company reported a total revenue of 1.921 billion yuan for the first half of 2025, representing a year-on-year increase of 6.4% [1] - The net profit attributable to shareholders was 141 million yuan, showing a decline of 3.38% compared to the previous year [1] - The gross profit margin improved to 43.88%, an increase of 4.79% year-on-year, while the net profit margin decreased to 7.34%, down 9.22% [1] Financial Summary - Total revenue for 2024 was 1.806 billion yuan, while for 2025 it was 1.921 billion yuan, reflecting a growth of 6.4% [1] - The net profit for 2024 was 146 million yuan, decreasing to 141 million yuan in 2025, a decline of 3.38% [1] - The company's accounts receivable increased by 20.05%, from 222 million yuan in 2024 to 266 million yuan in 2025 [1] - The total expenses (selling, administrative, and financial) amounted to 662 million yuan, accounting for 34.47% of revenue, which is a 13.2% increase year-on-year [1] Business Evaluation - The company's return on invested capital (ROIC) for the previous year was 11.75%, indicating average capital returns [1] - The historical median ROIC since the company went public is 14.16%, suggesting a generally good investment return [1] - The company’s historical financial reports have been relatively strong, with the worst ROIC recorded in 2022 at 9.39% [1] Dividend and Business Model - The estimated dividend yield for the company is 4.27% [2] - The company's performance is primarily driven by marketing efforts, necessitating a thorough examination of the underlying factors behind this drive [2] Analyst Expectations - Analysts project the company's performance for 2025 to reach 399 million yuan, with an average earnings per share estimate of 1.52 yuan [3] Fund Holdings - Various funds have increased their holdings in the company, including 中欧养老产业混合A and 中欧睿泽混合A, indicating growing institutional interest [4]