志邦家居法律意见书 安徽天禾律师事务所 关于 志邦家居股份有限公司 2025 年第二次临时股东会 之 法律意见书 安徽天禾律师事务所 ANHUI TIANHE LAW OFFICE 志邦家居法律意见书 安徽天禾律师事务所 关于志邦家居股份有限公司 2025 年第二次临时股东会 之法律意见书 天律意 2025 第 02484 号 地址：安徽省合肥市濉溪路 278 号财富广场 B 座东楼 15-16 层 电话：（0551）62642792 传真：（0551）62620450 网址：http://www.tianhelaw.cn 致：志邦家居股份有限公司 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》（以下简称"《证券法》"）、《上市公司股东会规则》等有关 法律、法规及规范性文件以及《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，安徽天禾律师事务所（以下简称"本所"）接受志邦 家居股份有限公司（以下简称"志邦家居"或"公司"）的委托，指派梁爽律师、 陈晓薇律师（以下简称"本所律师"）出席见证于 2025 年 9 月 17 日召开的志邦 家居 2025 年第二 ...

证券代码：603801 证券简称：志邦家居 公告编号：2025-073 债券代码：113693 债券简称：志邦转债 志邦家居股份有限公司 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 本次股东会由公司董事会召集，公司董事长孙志勇先生主持。本次会议以现 场投票和网络投票相结合的方式对本次股东会通知中列明的事项进行了投票表 决。本次股东会的表决方式、表决程序及表决结果符合《公司法》《公司章程》 等法律、法规及规范性文件的规定。 (五)公司董事和董事会秘书的出席情况 (一)股东会召开的时间：2025 年 9 月 17 日 (二)股东会召开的地点：安徽省合肥市庐阳工业园连水路 19 号行政楼 101 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 | 453 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 226,803, ...

Core Viewpoint - Zhibang Home Furnishing Co., Ltd. announced the details of its convertible bond "Zhibang Convertible Bond" (code: 113693), which can be converted into shares at a price of 11.52 CNY per share during the specified period [1] Summary by Relevant Sections - **Convertible Bond Details** - The bond will be available for conversion from September 24, 2025, to March 17, 2031 [1] - The bond was listed on April 8, 2025, with a total issuance size of 670 million CNY and a maturity period of 6 years [1] - **Conversion Price Adjustments** - The initial conversion price was set at 12.12 CNY per share, which has been adjusted to 11.52 CNY per share due to a cash dividend distribution in June 2025 [1] - **Trading and Conversion Process** - Holders can declare conversion during normal trading hours on the Shanghai Stock Exchange, with the declaration direction being a sell at a price of 100 CNY [1]

Investment Rating - The report maintains a "Strong Buy" rating for the company, with a target price of 12.53 CNY per share [2][8]. Core Insights - The company reported a decline in domestic sales, while overseas growth presents new opportunities. In the first half of 2025, the company achieved revenue of 1.899 billion CNY, a year-on-year decrease of 14.1%, and a net profit attributable to shareholders of 138 million CNY, down 7.2% [2][8]. - The company is adapting to industry trends by deepening retail channel reforms and reducing high-risk bulk business, while overseas operations are showing significant growth [8]. Financial Performance Summary - **Revenue and Profitability**: The company’s total revenue for 2025 is projected at 4.947 billion CNY, with a year-on-year decline of 5.9%. The net profit attributable to shareholders is expected to be 363 million CNY, down 5.8% [4][9]. - **Earnings Per Share (EPS)**: The EPS for 2025 is estimated at 0.84 CNY, with a projected price-to-earnings (P/E) ratio of 12 [4][9]. - **Gross Margin**: The gross margin for the first half of 2025 is reported at 36.0%, a slight decrease of 0.7 percentage points year-on-year [8]. - **Market Segmentation**: Domestic revenue decreased by 18% to 1.752 billion CNY, while overseas revenue increased by 71% to 148 million CNY [8]. Strategic Developments - The company is focusing on integrating home furnishing solutions and enhancing retail channels, which is expected to yield positive results over time [8]. - The company has successfully reduced the proportion of high-risk bulk business, with its revenue share dropping to 17% in the first half of 2025 [8].

Investment Rating - The investment rating for the company is "Buy" and is maintained [8] Core Views - In H1 2025, the company achieved revenue of 1.899 billion yuan, net profit attributable to shareholders of 138 million yuan, and net profit excluding non-recurring items of 87 million yuan, representing year-on-year declines of 14%, 7%, and 31% respectively [2][6] - The revenue in Q2 2025 was 1.082 billion yuan, with a net profit of 96 million yuan and a net profit excluding non-recurring items of 51 million yuan, showing year-on-year declines of 22%, 5%, and 41% respectively [2][6] - The revenue decline in H1 was significantly impacted by large-scale business disruptions, while the integrated business contributed positively [2][6] - The company is focusing on cost control and organizational optimization to support growth in southern markets and is committed to executing its overseas strategy [2][6] Revenue Summary - H1 revenue was affected by large-scale business disruptions, with retail, large-scale, and export revenues declining by 4%, 47%, and increasing by 71% year-on-year respectively [2][6] - In terms of product categories, revenue from cabinets, wardrobes, wooden doors, and others declined by 26%, 3%, 5%, and 23% year-on-year respectively, with wardrobes and wooden doors showing relative resilience [2][6] Profitability Summary - H1 operating profit faced temporary pressure, with a year-on-year decline in gross margin of 0.7 percentage points [2][6] - The gross margin for retail, large-scale, and export channels changed by -2.0, -0.3, and +3.4 percentage points respectively [2][6] - The net profit margin attributable to shareholders improved by 0.5 percentage points year-on-year, primarily due to an investment income of approximately 44.31 million yuan [2][6] Store Optimization - During H1 2025, the net change in the number of stores for cabinets, wardrobes, and wooden doors was -137, -186, and +9 respectively, focusing on enhancing the resilience of existing stores and optimizing the store structure [2][6] Operational Outlook - The company aims to explore potential and control costs, with a focus on enhancing the integrated business model and expanding into southern markets and overseas [2][6] - The company expects to continue its growth trend in H2 2025, driven by resource allocation and organizational policies [2][6] - The company anticipates significant growth potential in domestic sales, customized home furnishings, and supporting product revenue [2][6]

（证券代码：603801） 会议资料 2025 年 9 月 志邦家居股份有限公司 2025 年第二次临时股东会会议资料 志邦家居股份有限公司 2025 年第二次临时股东会 志邦家居股份有限公司 2025 年第二次临时股东会会议资料 目 录 | 2025 | 年第二次临时股东会会议须知 | 3 | | --- | --- | --- | | 2025 | 年第二次临时股东会会议议程 | 4 | | 2025 | 年第二次临时股东会审议议案 | 5 | | 议案 | | 1：关于变更注册资本、经营期限及修订《公司章程》并办理工商变更登记的议案 .5 | | 议案 | 2：关于修订公司部分治理制度的议案 | 8 | 2 志邦家居股份有限公司 2025 年第二次临时股东会会议资料 2025 年第二次临时股东会会议须知 为维护投资者的合法权益，保障股东或股东代表（以下统称"股东"）在公司 2025 年第 二次临时股东会期间依法行使权利，确保股东会的正常秩序和议事效率，根据《中华人民共 和国公司法》《中华人民共和国证券法》、中国证监会《上市公司股东会规则》以及《志邦 家居股份有限公司章程》《志邦家居股份有限公司股东会议事 ...

Group 1 - The core viewpoint of the news is the collaboration between Baiwang Co., Ltd. and Zhibang Home to develop an invoice management system and electronic accounting file management system, leveraging Baiwang's mature technology in digital solutions to enhance Zhibang's digital development [1][2] - Zhibang Home, founded in 1998 and listed on the Shanghai Stock Exchange in 2017, specializes in integrated custom home solutions and has a global market presence with products sold in North America, Southeast Asia, and the Middle East [1] - Baiwang Co. aims to address the pain points in invoice and document management for Zhibang Home's global operations, promoting a new paradigm of compliance, efficiency, and innovation in the home furnishing industry [2] Group 2 - Baiwang's data intelligence technology will be utilized to create a simplified, collaborative, and efficient invoice management system that maximizes the value of tax data and productivity potential for Zhibang Home [1] - In 2025, Baiwang plans to launch several intelligent management systems, including the Jin Dun transaction management intelligent system, which will innovate applications in invoice management and tax compliance [1]

Industry Overview - The overall revenue and net profit of custom home furnishing companies have declined to levels seen four years ago, with 9 out of 10 companies experiencing a drop in revenue, sales expenses, and R&D expenses [1][8][9] - The average revenue decline among the 10 companies analyzed is 12.54%, with only Wo Le Home experiencing a slight increase of less than 2% [8][9] Company Performance - Oppein Home achieved a revenue of 8.241 billion yuan, with a net profit of 1.018 billion yuan, marking a 20.88% year-on-year growth, solidifying its leading position in the industry [5][10] - Other companies, such as PIANO and MAG, faced significant challenges, with PIANO's revenue nearly halving and MAG's revenue declining by 23.07% [8][9] Profitability Analysis - Oppein Home leads in net profit margin at 12.39%, followed by Wo Le Home at 9.77%, indicating a strong profitability position [32][36] - The gross profit margin shows a clear tiered structure, with Wo Le Home leading at over 40%, while several other companies maintain margins above 30% [28][30] Channel Changes - Traditional distribution channels are under pressure, with only King Cabinet and Wo Le Home reporting revenue growth in this area; other companies have seen declines, particularly Zhihong Home with a 34.18% drop [12][13] - Direct sales channels and overseas markets have shown positive growth, with significant increases reported by companies like Topsolid and Sophia [12][16] Cost Control Measures - Companies are focusing on cost control, with many reducing sales expenses by over 14%, although excessive cuts have led to revenue declines for some [17][20] - R&D investments have generally decreased, except for Oppein Home, which saw a slight increase of 2.53% [24][26] Store Count Changes - Most companies have seen a net reduction in store counts, with Oppein and Zhihong Home closing over 100 stores each, while Wo Le Home and Haoleke have increased their store counts [14][15]

Core Viewpoint - The custom home furnishing industry is still affected by the downturn in the real estate market, with companies waiting for recovery. Major players like Sophia, Shangpin, and Zhibang have reported revenue declines, while Gujia is one of the few companies experiencing growth. The industry is facing price wars that could harm its ecosystem [2][3][7]. Company Performance - Sophia's revenue for the first half of the year was 4.551 billion yuan, a decrease of 7.68% year-on-year, with a net profit of 319 million yuan, down 43.43% [3]. - Zhibang's revenue was 1.899 billion yuan, a decline of 14.14%, with a net profit of 138 million yuan, down 7.21% [5]. - Shangpin's revenue was 1.552 billion yuan, a decrease of 9.24%, and it reported a net loss of 80.67 million yuan [6]. - Gujia's revenue reached 9.801 billion yuan, an increase of 10.02%, with a net profit of 1.021 billion yuan, up 13.89% [6]. Market Trends - The industry is experiencing significant pressure, with overall revenue and profit declines being the main trend. The "old-for-new" home decoration policies have not sufficiently boosted company performance [3][5]. - Price wars are prevalent, with some companies offering prices below 1,000 yuan per square meter, which could lead to a decline in product quality [7]. - Companies are exploring overseas markets as a new growth point, with Sophia reporting a 39.49% increase in export revenue to 34.30 million yuan [3][4]. Future Outlook - The industry sees potential in home renovation and aging-friendly modifications as future growth areas. Companies believe that with continued policy support and improving market expectations, the custom home furnishing industry may stabilize and recover [8].

Investment Rating - The investment rating for the company is "Buy-A" with a target price of 12.38 CNY, while the current stock price is 10.02 CNY [5]. Core Views - The company reported a revenue of 1.899 billion CNY for H1 2025, a decrease of 14.14% year-on-year, and a net profit of 138 million CNY, down 7.21% year-on-year [1]. - The decline in revenue is attributed to the impact of the real estate market on traditional cabinet sales, while the overseas business showed significant growth [3][10]. - The company is focusing on multi-channel and full-category development, with rapid growth in high-potential categories such as wardrobes and wooden doors, and is accelerating its integrated home business [10]. Revenue Performance - In H1 2025, the revenue from kitchen cabinets, custom wardrobes, and wooden doors was 711 million CNY, 905 million CNY, and 146 million CNY, respectively, showing a year-on-year decline of 26.42%, 2.54%, and an increase of 5.13% [2]. - For Q2 2025, the revenue from these segments was 446 million CNY, 484 million CNY, and 82 million CNY, reflecting a year-on-year decline of 31.34%, 11.18%, and 12.66% [2]. Channel Performance - The revenue from distribution, bulk, direct sales, and overseas channels in H1 2025 was 768 million CNY, 322 million CNY, 525 million CNY, and 148 million CNY, with year-on-year changes of -34.18%, -46.86%, +200.25%, and +70.69% respectively [3]. - The overseas business has shown remarkable growth, particularly in markets like Australia and North America, with a focus on expanding into Africa and Southeast Asia [3][8]. Profitability - The gross margin for H1 2025 was 35.97%, a decrease of 0.72 percentage points year-on-year, while the net profit margin was 7.27%, an increase of 0.54 percentage points year-on-year [9][10]. - The company has maintained good cost control, with a period expense ratio of 29.72% in H1 2025, up 0.28 percentage points year-on-year [9]. Financial Forecast - The company is expected to generate revenues of 4.983 billion CNY, 5.312 billion CNY, and 5.672 billion CNY for 2025, 2026, and 2027, respectively, with corresponding net profits of 362 million CNY, 391 million CNY, and 422 million CNY [11][12].