惠达卫浴股份有限公司 第七届董事会第八次会议决议公告 证券代码：603385 证券简称：惠达卫浴 公告编号：2025-033 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。 （二）审议通过《关于增加经营范围暨修订<公司章程>的议案》 具体内容详见公司同日披露的《关于增加经营范围暨修订<公司章程>的公告》 （公告编号：2025-035）。 表决结果：9 票同意、0 票反对、0 票弃权。 （三）审议通过《关于提请召开 2025 年第二次临时股东会的议案》 公司董事会决定于 2025 年 9 月 23 日在公司办公楼八楼会议室召开 2025 年 一、董事会会议召开情况 惠达卫浴股份有限公司（以下简称"公司"）第七届董事会第八次会议于 2025 年 9 月 4 日在公司会议室以现场结合通讯方式召开。本次会议由董事长王 彦庆先生召集并主持，应出席会议的董事 9 名，实际出席会议董事 9 名，公司高 级管理人员列席了本次会议。本次董事会参与表决人数及召集、召开程序符合《公 司法》《公司章程》的有关规定，所作决议合法有效。 二、董事会会议审 ...

Core Viewpoint - The company intends to publicly transfer 100% equity and debt of its subsidiary, Guangxi Xingaosheng Thin Ceramic Co., Ltd., which will not materially affect its main business and ongoing operational capability [1] Group 1 - The company’s subsidiary, Beiliu Xinshi New Materials Co., Ltd., plans to publicly transfer its holdings in Guangxi Xingaosheng [1] - The total amount of the debts to be transferred is 132 million yuan and 138 million yuan, respectively, as of June 30, 2025 [1] - In the fiscal year 2024, the revenue from Guangxi Xingaosheng accounted for 3.17% of the company's most recent audited revenue [1] Group 2 - The transaction aims to adjust and optimize the company's industrial structure [1]

Core Viewpoint - The company Huida Sanitary Ware (603385.SH) plans to publicly transfer 100% equity and debt of its subsidiary, Guangxi Xingaosheng Thin Ceramic Co., Ltd., in response to the ongoing adjustments in the real estate market and to optimize its industrial structure [1] Group 1: Company Actions - The company intends to publicly transfer its holdings in Guangxi Xingaosheng, which includes a debt amounting to 132 million yuan (approximately 19.2 million USD) and another debt of 138 million yuan (approximately 19.6 million USD) [1] - Guangxi Xingaosheng is identified as a high-tech enterprise focused on the research, design, production, and sales of thin ceramic slate products [1] Group 2: Market Context - The real estate market has entered a deep adjustment phase, leading to liquidity pressures among property developers [1] - Currently, Guangxi Xingaosheng is in a state of suspension of production, indicating challenges within the sector [1] Group 3: Strategic Implications - The transaction aims to adjust and optimize the company's industrial structure, integrate enterprise resources, reduce management costs, and enhance asset operational efficiency and quality [1]

Group 1 - The company Huida Sanitary Ware (603385.SH) announced that its subsidiary Beiliu Xingshengda New Materials Co., Ltd. plans to publicly transfer 100% equity and debt of Guangxi Xingaosheng Thin Ceramic Tile Co., Ltd. [1] - The amount of the first debt (Target Debt 1) is 132 million yuan, and the amount of the second debt (Target Debt 2) is 138 million yuan, both due by June 30, 2025 [1] - Guangxi Xingaosheng is a high-tech enterprise focused on the research, design, production, and sales of ceramic thin slate products, currently in a state of suspension [1] Group 2 - The real estate market has entered a deep adjustment phase, leading to liquidity pressures for developers [1] - The transaction aims to adjust and optimize the company's industrial structure, integrate enterprise resources, reduce management costs, and improve asset operation efficiency and quality [1]

Core Viewpoint - The company intends to publicly transfer its 100% equity and debt interests in Guangxi Xingaosheng Thin Ceramic Co., Ltd. through its subsidiary Beiliu Xingshengda New Materials Co., Ltd. [1] Group 1: Transaction Details - The company plans to publicly transfer its debt interests in Guangxi Xingaosheng, with the first debt amounting to RMB 132 million and the second debt amounting to RMB 138 million as of June 30, 2025 [1] - The final debt amounts will be determined based on the official transaction date [1] - Following the completion of this transaction, Guangxi Xingaosheng will no longer be included in the company's consolidated financial statements [1]

Core Viewpoint - 惠达卫浴 (603385) reported disappointing financial results for the first half of 2025, with significant declines in revenue and net profit compared to the previous year [1] Financial Performance - Total revenue for the first half of 2025 was 1.425 billion yuan, a decrease of 9.94% year-on-year [1] - Net profit attributable to shareholders was 17.97 million yuan, down 70.21% year-on-year [1] - In Q2 2025, total revenue was 762 million yuan, a decline of 14.7% year-on-year, and net profit was 7.16 million yuan, down 77.6% [1] - Gross margin decreased to 24.91%, down 8.48% year-on-year, while net margin fell to 0.8%, a drop of 76.78% [1] - Total expenses (selling, administrative, and financial) amounted to 293 million yuan, accounting for 20.53% of revenue, an increase of 7.1% year-on-year [1] Balance Sheet Highlights - Cash and cash equivalents decreased by 36.03% to 276 million yuan [1] - Accounts receivable remained relatively stable at 729 million yuan, a slight decrease of 0.53% [1] - Interest-bearing debt decreased significantly by 71.33% to 111 million yuan [1] - The ratio of accounts receivable to net profit reached 524.33%, indicating a high level of receivables relative to profit [4] Cash Flow Analysis - Operating cash flow per share was 0.02 yuan, down 65.16% year-on-year [1] - The net cash flow from operating activities decreased by 65.26%, attributed to reduced sales and net receipts from goods purchased [3] - The net cash flow from investing activities fell by 73.63%, due to a decrease in net recoveries from large deposits and time deposits [3] Business Model and Operational Insights - The company's performance is primarily driven by research and marketing efforts, which require careful examination of the underlying factors [4] - Historical data indicates that the company's return on invested capital (ROIC) has been weak, with a median ROIC of 6.93% since its listing [3] - The company has experienced cyclical performance, with a notable negative ROIC of -4.23% in 2023 [3]

Core Viewpoint - The company is facing challenges in revenue and net profit due to a complex macro environment and industry cycles, but it is committed to product innovation and channel optimization, demonstrating strategic determination and transformation resolve [1][2]. Financial Performance - In the first half of 2025, the company achieved revenue of 1.425 billion yuan and a net profit attributable to shareholders of 17.97 million yuan, indicating a temporary decline in profits [2]. - As of the end of the reporting period, the net assets attributable to shareholders reached 3.756 billion yuan, showing a slight adjustment of 0.68% compared to the end of the previous year, maintaining stable asset quality [2]. - The company recorded non-operating income of 47.83 million yuan through effective financial asset management and credit impairment reversal, providing significant support for net profit [2]. Product Innovation and Technology - The company has made significant progress in product certification, with its smart toilet being the first to pass national 3C certification and the latest water efficiency standards, reinforcing its market entry foundation [3]. - In the first half of 2025, the company added 100 new patents, including 15 invention patents, bringing the total number of effective patents to 1,222 [3]. - The company is focusing on AI applications, smart control, and energy-saving technologies to enhance product customization capabilities and competitive advantage in the health bathroom segment [3]. Channel Optimization and Digital Transformation - Retail channels remain the core support, accounting for 56.49% of revenue, with e-commerce channels achieving a revenue of 148 million yuan, a year-on-year increase of 51.13% [4]. - The company is accelerating digital transformation with the launch of the "Huidah After-Sales Service System (HDCS)" for comprehensive customer service management [4]. - The company is also implementing strategic management models to enhance resource allocation accuracy and mitigate raw material price fluctuations [4]. Corporate Culture and Long-term Strategy - In July 2025, the company launched a new corporate culture system emphasizing the mission of "providing everyone with a beautiful bathroom life," reinforcing its customer-centric transformation direction [5].

Core Viewpoint - Huida Sanitary Ware (603385.SH) reported its 2025 semi-annual results, indicating a significant presence of institutional investors holding 36.36% of its total shares, although this represents a slight decline from the previous quarter [1] Group 1: Institutional Holdings - As of August 21, 2025, six institutional investors disclosed their holdings in Huida Sanitary Ware, totaling 138 million shares [1] - The total shareholding by institutional investors accounts for 36.36% of Huida Sanitary Ware's total equity [1] - Compared to the previous quarter, the institutional holding percentage decreased by 0.68 percentage points [1] Group 2: Public Fund Disclosure - During this reporting period, one public fund, specifically the招商量化精选股票发起式A, was not disclosed compared to the previous quarter [1]

Group 1 - The core viewpoint of the announcement is the approval of the 2025 semi-annual report and various governance documents by the board of directors of Huida Sanitary Ware Co., Ltd [4][6][10] - The board meeting was held on August 21, 2025, with all 9 directors present, ensuring compliance with legal and procedural requirements [3][5] - The resolutions passed included the approval of the semi-annual report, amendments to various internal management systems, and the establishment of better governance practices [4][6][10][12][14][16] Group 2 - The company emphasizes the accuracy and completeness of the report, with the board and management taking legal responsibility for its content [2] - The report is not audited, and there are no significant changes in the company's operational situation during the reporting period [1][1.3] - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period [1][2.5]

Core Viewpoint - The board of directors of Huida Sanitary Ware Co., Ltd. convened its seventh meeting and approved several important resolutions, including the review of the 2025 semi-annual report and various internal management system revisions [1] Group 1: Board Meeting Details - The seventh meeting of the seventh board of directors was attended by all 9 directors, with the presence of senior management [1] - The meeting's resolutions were legally valid and complied with relevant regulations [1] Group 2: Resolutions Passed - The board approved the proposal regarding the 2025 semi-annual report and its summary, with a unanimous vote of 9 in favor [1] - The board approved the revision of the "Management System for Preventing the Occupation of Funds by Controlling Shareholders and Related Parties," also with a unanimous vote [1] - The board approved the revision of the "General Manager's Work Rules," with all votes in favor [1] - The board approved the revision of the "Board Secretary System," receiving unanimous support [1] - The board approved the revision of the "Insider Information Knowledge Person Registration System," with all votes in favor [1] - The board approved the revision of the "Investor Relations Management System," also with unanimous support [1] - The board approved the revision of the "Major Information Internal Reporting System," receiving unanimous votes [1] - The board approved the revision of the "Management System for Temporary Suspension and Exemption of Information Disclosure," with all votes in favor [1] - The board approved the revision of the "Management System for Controlling Subsidiaries," also with unanimous support [1]