| | | 志邦家居股份有限公司 志邦家居股份有限公司（以下简称"志邦家居"或"公司"）于 2025 年 4 月 28 日召开了第五届董事会第七次会议、第五届监事会第七次会议，审议通过 了《关于使用部分闲置募集资金进行现金管理的议案》，同意公司使用不超过人 民币 17,000 万元（含本数）的闲置募集资金进行现金管理，投资的产品品种为 安全性较高、流动性较好、风险较低的保本型理财产品。该额度自公司董事会审 议通过之日起 12 个月内有效，在上述期限内可以滚动使用。公司董事会同意授 权公司经理层在上述额度范围内行使相关投资决策权与签署相关法律文件，公司 财务部门负责具体实施，授权期限为经公司董事会审议通过之日起 12 个月内。 本次使用部分闲置募集资金进行现金管理事项在董事会审批权限范围内，无需提 交股东大会审议。监事会就本议案发表了明确同意的意见，保荐机构出具了明确 同意的专项核查意见。具体内容详见公司于 2025 年 4 月 29 日在上海证券交易所 网站（www.sse.com.cn）及指定媒体披露的《关于使用部分暂时闲置募集资金进 行现金管理的公告》（公告编号：2025-038）。 一、公司前次使用可转 ...

Investment Rating - The investment rating for the company is "Increase" (downgraded) [1] Core Views - The company has shown marginal improvement in profitability in Q2 despite significant drag from bulk business, with a notable decline in revenue and net profit in H1 2025 [4] - The retail channel has demonstrated resilience amidst industry pressures, while the bulk channel has seen a substantial decline in revenue [4] - The company is adjusting its profit forecasts downward due to H1 performance, projecting net profits of 340 million, 380 million, and 440 million for 2025-2027 [4] Summary by Relevant Sections Financial Performance - In H1 2025, the company achieved revenue of 1.899 billion, down 14.14% year-on-year, and a net profit of 138 million, down 7.21% year-on-year [4] - The revenue breakdown shows a significant decline in the bulk channel, with revenue of 322 million, down 46.86% year-on-year, while the retail channel showed mixed results [4] - The gross margin for H1 2025 was 35.97%, a decrease of 0.72 percentage points year-on-year, but Q2 showed a gross margin improvement to 38.84% [4] Revenue Breakdown - Retail channel revenue was 768 million, down 34.18%, while direct sales revenue surged by 200.25% to 525 million [4] - The company operates 3,779 stores, a reduction of 315 stores from the end of 2024, attributed to store optimization and transformation efforts [4] Profitability Metrics - The company’s net profit margin improved to 7.27% in H1 2025, an increase of 0.55 percentage points year-on-year [4] - The projected earnings per share (EPS) for 2025 is 0.79, down from previous estimates [5] Future Outlook - The company anticipates a challenging environment due to macroeconomic factors affecting home furnishing demand, leading to a revised "Increase" rating [4][6]

Financial Performance - For the first half of 2025, the company's operating revenue was approximately 1.90 billion, a decrease from 2.21 billion in the same period last year, representing a decline of about 14.14% [1] - The total profit for the same period was approximately 149.70 million, down from 162.58 million, indicating a decrease of about 7.67% [1] - The net profit attributable to shareholders was approximately 138.04 million, compared to 148.76 million last year, reflecting a decline of about 7.19% [1] - The net profit after deducting non-recurring gains and losses was approximately 87.12 million, down from 125.64 million, showing a decrease of about 30.67% [1] - The net cash flow from operating activities was negative 412.84 million, worsening from negative 256.75 million in the previous year [1] Asset and Liability Changes - As of the end of the first half of 2025, the company's net assets attributable to shareholders were approximately 3.37 billion, slightly down from 3.40 billion at the end of the previous year [1] - The company's cash and cash equivalents decreased by 34.28%, and contract assets decreased by 24.35%, while inventory increased by 42% [35] - The company's total liabilities included bonds payable, which accounted for 9.08% of total assets, a new addition compared to the previous year [38] Shareholder Structure - As of the end of the first half of 2025, the top ten shareholders included a new shareholder, the National Social Security Fund 413 Portfolio, replacing a previous shareholder [50] - Shareholders Sun Zhiyong and Xu Bangshun increased their holdings, while the Social Security Fund 420 Portfolio reduced its stake [50] Valuation Metrics - As of August 27, the company's price-to-earnings (P/E) ratio was approximately 11.63, the price-to-book (P/B) ratio was about 1.29, and the price-to-sales (P/S) ratio was around 0.88 [1]

Investment Rating - The investment rating for the company is not explicitly stated in the provided documents, but the report indicates a focus on the company's strategic initiatives and financial performance [1]. Core Insights - The company is advancing its integrated whole-home strategy and expanding its product categories, including smart home products, while also increasing its market presence through various channels [2]. - The company reported a revenue of 1.899 billion yuan in H1 2025, a decrease of 14.1% year-on-year, with a net profit of 138 million yuan, down 7.2% year-on-year [1][2]. - The company is experiencing a significant increase in its direct sales business, which grew by 200.25% year-on-year, while its distribution business saw a decline of 34.18% [2]. Financial Performance Summary - In H1 2025, the company achieved revenues of 7.11 million yuan for kitchen cabinets, 9.05 million yuan for custom wardrobes, and 1.46 million yuan for wooden doors and wall panels, with respective year-on-year changes of -26.42%, -2.54%, and +5.13% [3]. - The overall gross margin for H1 2025 was 35.97%, a decrease of 0.72 percentage points year-on-year, while the net profit margin improved to 7.27%, an increase of 0.54 percentage points [4]. - The company’s cash flow from operating activities was negative at -413 million yuan in H1 2025, a decline of 156 million yuan year-on-year [4]. Revenue and Profit Forecast - The company is projected to achieve net profits of 364 million yuan, 373 million yuan, and 394 million yuan for the years 2025, 2026, and 2027, respectively [8]. - The expected price-to-earnings (P/E) ratios for the years 2025, 2026, and 2027 are 11.9X, 11.6X, and 11.0X, respectively [6].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected relative price increase of over 20% within the next six months [19]. Core Views - The company reported a revenue of 1.9 billion yuan in H1 2025, a decrease of 14.1% year-on-year, with a net profit attributable to the parent company of 140 million yuan, down 7.2% year-on-year [3][4]. - The overall demand in the custom home furnishing industry is under pressure, but the company is focusing on its integrated home strategy, which includes a comprehensive upgrade of its product offerings and store formats [4]. - The overseas business saw a significant increase of 71% year-on-year, contributing to 8% of total revenue, driven by strong performance in markets such as Australia, North America, the Middle East, and Southeast Asia [4]. Financial Performance - The company's gross margin for H1 2025 was 36%, a slight decrease of 0.7 percentage points year-on-year, while the net profit margin was 7.3%, an increase of 0.5 percentage points year-on-year [5]. - The company expects net profits for 2025, 2026, and 2027 to be 370 million yuan, 390 million yuan, and 420 million yuan respectively, with growth rates of -4.5%, +7.0%, and +7.1% [5][6]. - The current stock price corresponds to a P/E ratio of 12x for 2025, reflecting the company's broad market appeal and diversified product categories [5]. Product and Channel Performance - Revenue from the overall kitchen cabinets, custom wardrobes, wooden doors, and wall panels saw year-on-year changes of -26.4%, -2.5%, +5.1%, and -23% respectively [4]. - In terms of sales channels, revenue from distribution, direct sales, bulk sales, and overseas markets changed by -34.2%, +200.3%, -46.9%, and +70.7% respectively [4].

Investment Rating - The investment rating for the company is "Buy" (maintained) [2] Core Views - The company reported a decline in overall performance for the first half of 2025, with revenue of 1.899 billion yuan, a year-on-year decrease of 14.14%, and a net profit attributable to shareholders of 138 million yuan, down 7.21% year-on-year [4] - The retail and bulk business segments faced pressure, while overseas business experienced significant growth, with overseas revenue increasing by 70.69% year-on-year [4] - The company is advancing its whole-home strategy, with stable growth in the core kitchen cabinet business and rapid development in the wardrobe and wooden door segments [6] Summary by Sections Financial Performance - In 2025H1, the company achieved revenue of 1.899 billion yuan, down 14.14% year-on-year, and a net profit of 138 million yuan, down 7.21% year-on-year. In Q2 2025, revenue was 1.082 billion yuan, a decrease of 22.29% year-on-year, with a net profit of 96 million yuan, down 5.49% year-on-year [4] - The revenue breakdown by product shows kitchen cabinets at 711 million yuan (-26.42%), custom wardrobes at 905 million yuan (-2.54%), wooden doors at 146 million yuan (+5.13%), and others at 137 million yuan (-22.98%) [4] Business Segments - The company’s overseas business is driven by both B and C end markets, focusing on key opportunity markets such as Australia and North America, while also exploring emerging markets in Southeast Asia and the Middle East [4] - The company launched its door and window products in 2024, enhancing its whole-home product system [4] Profitability and Cost Management - The gross margin for 2025H1 was 35.97%, a decrease of 0.72 percentage points year-on-year, while the net profit margin increased to 7.27%, up 0.54 percentage points year-on-year [5] - The company’s management expenses decreased due to the end of the 2023 stock incentive plan, while financial expenses increased due to a decline in interest income and an increase in interest expenses [5] Future Projections - Revenue projections for 2025-2027 are 4.864 billion yuan, 5.270 billion yuan, and 5.633 billion yuan, respectively, with expected year-on-year changes of -7.5%, +8.3%, and +6.9% [6] - Net profit projections for the same period are 370 million yuan, 415 million yuan, and 455 million yuan, with year-on-year changes of -4.0%, +12.3%, and +9.5% [7]

Group 1 - The company Zhigang Home announced on August 28 that its fifth board meeting was held on August 27, 2025, using a combination of on-site and remote voting methods [1] - The meeting reviewed the proposal regarding the "2025 Semi-Annual Fundraising Storage and Usage Special Report" among other documents [1] Group 2 - The news highlights a significant medical advancement with the world's first successful transplantation of gene-edited pig lungs into humans, raising questions about the timeline for clinical applications [1]

Group 1 - The company reported a revenue of 1.899 billion yuan for the first half of 2025, representing a year-on-year decrease of 14.14% [1] - The net profit attributable to shareholders of the listed company was 138 million yuan, down 7.21% year-on-year [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 87.122 million yuan, a year-on-year decline of 30.65% [1] - The basic earnings per share were 0.3186 yuan [1]

志邦家居股份有限公司 第一章 总则 第一条 为规范公司董事和高级管理人员的提名制度，完善公司治理结构， 根据《中华人民共和国公司法》、《上市公司治理准则》、《上海证券交易所股票上 市规则》、《上海证券交易所上市公司自律监管指引第 1 号——规范运作》、《公司 章程》及其他有关规定，公司特设立董事会提名委员会，并制定本实施细则。 第二条 董事会提名委员会是董事会按照股东大会决议设立的专门工作机构， 主要负责对公司董事和高级管理人员的选择标准和程序、人选的遴选、人选的审 核等提出建议。 第二章 人员组成 第三条 提名委员会成员由三名董事组成，独立董事占多数。 董事会提名委员会实施细则 （2025 年 8 月） 第四条 提名委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名，并由董事会选举产生。 第五条 提名委员会设主任委员（召集人）一名，由独立董事委员担任，负 责主持委员会工作；主任委员在委员内选举，并报请董事会批准产生。 提名委员会可设副主任委员一名，协助主任委员工作；副主任委员在委员内 选举，并报请董事会批准产生。 第六条 提名委员会任期与董事会任期一致，委员任期届满，连选可以连任。 期间如 ...

志邦家居股份有限公司 会计师事务所选聘制度 （2025 年 8 月） 第一章 总则 第一条 为了进一步规范志邦家居股份有限公司(以下简称"公司")选聘（含 续聘、改聘，下同）会计师事务所的行为，切实维护股东利益，提高财务信息质 量，根据《中华人民共和国公司法》《中华人民共和国证券法》《国有企业、上 市公司选聘会计师事务所管理办法》及《志邦家居股份有限公司章程》（以下简 称"《公司章程》"）的有关规定，制定本制度。 第二条 本制度所称选聘会计师事务所，是指公司根据有关法律法规的要求， 聘任会计师事务所对公司财务会计报告发表审计意见、出具审计报告及内部控制 报告的行为。公司聘任会计师事务所从事其他法定审计业务的，可以参照本制度 执行。 第三条 公司选聘或解聘会计师事务所应当先经董事会审计委员会（以下简 称"审计委员会"）审议同意后，提交董事会审议，并由股东会决定。董事会不 得在股东会决定前委托会计师事务所开展工作。 第四条 持有公司 5%以上股份的股东、控股股东以及实际控制人不得在公 司董事会、股东会审议决定前指定会计师事务所，不得干预审计委员会独立履行 审核职责。 第二章 会计师事务所执业质量要求 第五条 公司 ...