董事会专门委员会工作规程 深圳歌力思服饰股份有限公司 第二条 董事会战略委员会是董事会下设的专门委员会，主要负责对公司长 期发展战略和重大投资决策进行研究并提出建议。 第二章 人员组成 第三条 战略委员会成员由 3 名董事组成，其中包括 1 名独立董事。 第四条 战略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 战略委员会设主任委员（召集人）一名，由董事长担任。 第六条 战略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。 期间如有委员不再担任公司董事职务，自动失去委员资格，并由委员会根据上述 第三至第五条规定补足委员人数。 第七条 战略委员会下设投资评审小组，公司总经理任投资评审小组组长。 董事会专门委员会工作规程 董事会战略委员会工作规程 第一章 总则 第一条 为适应公司战略发展需要，增强公司核心竞争力，确定公司发展规 划，健全投资决策程序，加强决策科学性，提高重大投资决策的效益和决策的质 量，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》 《深圳歌力思服饰股份有限公司章程》（下称"《公司章程》"、公司章程）及 其他有关规定 ...

Core Viewpoint - The company reported a significant increase in revenue and net profit for the first half of 2025, driven by a multi-brand strategy and effective cost management measures [1][6][7] Group 1: Financial Performance - The company achieved a revenue of 1.371 billion yuan in the first half of 2025, with a comparable year-on-year growth of 4% after excluding the Ed Hardy brand [1] - The net profit attributable to shareholders reached 85.06 million yuan, reflecting a substantial year-on-year increase of 45% [1][7] - The company's overall profitability has improved significantly, with net profit growth of 45.3% compared to the previous year [7] Group 2: Domestic Market Development - The domestic market showed steady growth, with the company's multi-brand matrix contributing to a comparable revenue increase of approximately 5% in the first half of 2025 [2] - The second quarter saw a stronger performance, with comparable revenue growth of 8.4% in the domestic market [2] - The company's international brands performed well, with self-portrait achieving a revenue of 285 million yuan, a year-on-year growth of 21% [2] Group 3: Online Sales Strategy - The company implemented a multi-platform online strategy, resulting in a 21% year-on-year increase in online sales, reaching 268 million yuan [3] - The IRO brand experienced exceptional growth in the Chinese market, with significant increases on platforms like Douyin and Tmall [3] - Self-portrait maintained its position among the top international brands on Tmall, with online revenue growth exceeding 40% [3] Group 4: Consumer Experience and International Market - The company focused on enhancing consumer experience through store upgrades and unique brand activities, which improved overall store efficiency [4] - The IRO brand's overseas business saw gradual improvement due to cost reduction measures and optimized management of underperforming stores [4] Group 5: Cost Management and Operational Efficiency - The year 2025 is designated as a cost-reduction year, with the company emphasizing budget management and operational efficiency [5] - The combined sales and management expense ratio decreased by 2.1 percentage points, indicating improved cost control [5] - Inventory turnover improved significantly, with the rate increasing from 0.8 times to 1.1 times, reflecting better inventory management [5]

Financial Performance - The company's operating revenue for the first half of 2025 was RMB 1,371,436,486.79, a decrease of 5.28% compared to RMB 1,447,845,434.75 in the same period last year[22]. - Total profit for the period increased by 42.46% to RMB 168,194,842.54, up from RMB 118,064,182.77 year-on-year[22]. - Net profit attributable to shareholders was RMB 85,056,873.87, reflecting a 45.27% increase from RMB 58,550,927.17 in the previous year[22]. - The net cash flow from operating activities reached RMB 224,957,470.61, a 42.28% increase compared to RMB 158,105,872.84 in the same period last year[22]. - Basic earnings per share rose to RMB 0.23, an increase of 43.75% from RMB 0.16 in the same period last year[24]. - The company reported a net profit after deducting non-recurring gains and losses of RMB 66,278,120.81, which is an 18.88% increase from RMB 55,749,953.14 year-on-year[22]. - The company's revenue for the reporting period was approximately CNY 1.37 billion, a decrease of 5.28% compared to the previous year[122]. - The net profit attributable to shareholders reached CNY 85.06 million, representing a significant increase of 45.3% year-on-year[117]. - The company achieved a 21.2% year-on-year growth in online sales revenue, with online sales accounting for 19.8% of total sales, an increase of 2.83 percentage points[122]. - The company reported a comprehensive income total of CNY 113,778,193.63 for the first half of 2025, compared to CNY 81,617,717.52 in the same period of 2024, indicating a growth of 39.3%[191]. Asset and Liability Management - The company's total assets decreased by 3.23% to RMB 4,016,350,584.24 from RMB 4,150,406,307.80 at the end of the previous year[22]. - The net assets attributable to shareholders increased by 2.72% to RMB 2,560,946,171.77 from RMB 2,493,029,360.89 at the end of the previous year[22]. - The company's cash and cash equivalents at the end of the period amounted to ¥688,463,984.06, representing 17.14% of total assets, an increase of 7.40% compared to the previous year[124]. - Accounts receivable decreased by 7.33% to ¥335,294,127.32, accounting for 8.35% of total assets, due to improved collection speed[125]. - Inventory decreased by 10.49% to ¥741,243,316.38, representing 18.46% of total assets, as the company strengthened inventory digestion[125]. - The total liabilities as of June 30, 2025, are not explicitly stated but are essential for assessing the company's financial health[181]. - Total liabilities decreased to CNY 1,019,204,870.05 in the first half of 2025 from CNY 1,122,066,655.59 in the same period of 2024, a reduction of 9.2%[187]. - Owner's equity increased from ¥2,730,706,308.55 to ¥2,830,394,265.03, an increase of approximately 3.9%[184]. Market and Brand Strategy - The company aims to become an internationally competitive high-end fashion brand group, focusing on high-end fashion design, development, production, and sales[29]. - The brand matrix includes ELLASSAY, Laurèl, IRO, self-portrait, and nobis, covering various market segments[30]. - The company has established separate brand divisions with dedicated planning and design teams to ensure clear differentiation and unique brand DNA[49]. - The company has created a diversified brand matrix through investments and acquisitions, enhancing its marketing system to effectively reach target consumers across various channels[54]. - The company is expanding its e-commerce strategy across multiple platforms, but faces challenges as traditional channels see diminishing returns[142]. Operational Efficiency and Cost Management - The company is implementing a "cost reduction year" strategy in 2025, focusing on process optimization, efficiency improvement, and strict budget management[77]. - The digital system enables real-time interaction across various channels, improving inventory management and customer relationship management[72]. - The company has launched an AI ordering system and smart sorting system in the first half of 2025 to enhance supply chain delivery efficiency[71]. - The company implemented strict cost control measures, resulting in a combined decrease of 2.1 percentage points in sales and management expense ratios[117]. - The supply chain management center collaborates with over 100 selected suppliers, enhancing production flexibility and ensuring timely replenishment of goods[70]. Consumer Trends and Market Outlook - In the first half of 2025, China's per capita disposable income reached 21,800 yuan, with a year-on-year growth of 5.4%, positively impacting the apparel industry[55]. - Consumer preferences are shifting towards better experiences and emotional value, with 46.28% of young consumers prioritizing self-pleasure in their purchasing decisions[58]. - The apparel market is expected to see accelerated consolidation among high-end brands, with market share increasingly concentrated among leading companies[56]. - The rapid development of AI technology is expected to enhance operational efficiency across the fashion industry, with 65% of surveyed companies regularly using generative AI[60]. Risks and Challenges - The company faces risks from external market changes, including inflation and macroeconomic uncertainties, which could negatively impact performance[139]. - The fashion industry is characterized by rapidly changing trends, and failure to adapt could adversely affect brand and sales performance[140]. - Risks include product counterfeiting and unauthorized online sales, which may harm brand positioning and consumer perception[141]. - Annual impairment tests on goodwill and trademarks may lead to reduced profits if acquisitions do not meet performance expectations[143]. Corporate Governance and Compliance - The company has committed to ensuring compliance with regulatory standards regarding related party transactions[151]. - The company is committed to ensuring that related party transactions are conducted in a fair and transparent manner, adhering to market principles[152]. - The company guarantees the accuracy and completeness of its prospectus and related documents, ensuring no misleading statements or significant omissions[156].

证券代码：603808 证券简称：歌力思 公告编号：2025-018 深圳歌力思服饰股份有限公司 关于续聘 2025 年度审计机构的公告 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： 一、拟续聘会计师事务所的基本情况 （一）机构信息 1.基本信息 容诚会计师事务所（特殊普通合伙）由原华普天健会计师事务所（特殊普通 合伙）更名而来，初始成立于1988年8月，2013年12月10日改制为特殊普通合伙 企业，是国内最早获准从事证券服务业务的会计师事务所之一，长期从事证券服 务业务。注册地址为北京市西城区阜成门外大街22号1幢10层1001-1至1001-26， 首席合伙人刘维。 2.人员信息 截至2024年12月31日，容诚会计师事务所共有合伙人196人，共有注册会计 师1549人，其中781人签署过证券服务业务审计报告。 3.业务规模 1 容诚会计师事务所经审计的2024年度收入总额为251,025.80万元，其中审计 业务收入234,862.94万元，证券期货业务收入123,764.58万元。 容诚会计师事务所 ...

证券代码：603808 证券简称：歌力思 公告编号：2025-020 深圳歌力思服饰股份有限公司 关于取消监事会、调整董事会人数、变更经营范围并 修订《公司章程》的公告 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。 一、董事会会议召开情况 深圳歌力思服饰股份有限公司（以下简称"公司"或"歌力思"）于 2025 年 8 月 28 日，召开了第五届董事会第八次临时会议，审议通过了《关于取消监 事会、调整董事会人数、变更经营范围并修订<公司章程>的议案》。公司于同 日召开第五届监事会第六次临时会议，审议通过《关于取消监事会、调整董事会 人数、变更经营范围并修订<公司章程>的议案》，现将有关情况公告如下： | 变更前 | | 变更后 | | --- | --- | --- | | 自有厂房出租（仅限深圳市福田区滨河大道 | 非居住房地产租赁 | | | 北深业泰然大厦 10C01、10C02、10C03、 | | | | 10C04、10C05） | | | （二）《公司章程》修订情况 结合前述背景，公司对《公司章程》进行了修订。因 ...

特此公告。 深圳歌力思服饰股份有限公司 董事会 2025 年 8 月 29 日 证券代码：603808 证券简称：歌力思 公告编号：2025-021 深圳歌力思服饰股份有限公司 关于增选第五届董事会非独立董事的公告 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。 深圳歌力思服饰股份有限公司（以下简称"公司"或"歌力思"）于 2025 年 8 月 28 日，召开了第五届董事会第八次临时会议，审议通过了《关于增选第 五届董事会非独立董事的议案》，现将有关情况公告如下： 根据公司拟修订的《公司章程》，公司拟将董事会成员人数由 7 名调整为 8 名。经公司提名委员会资格审核通过，并征得被提名人同意，公司董事会同意提 名赵建烽先生为公司第五届董事会非独立董事候选人（简历详见附件），任期自 股东大会审议通过之日起至公司第五届董事会届满之日止。 本议案需提交公司股东大会审议。 1 附件：董事候选人简历 赵建烽，1982 年生，中国国籍，无境外永久居留权，南京工业大学管理科 学与工程学院管理学专业学士，2023 年加入歌力思，现任公司总经理助 ...

Group 1 - The company places significant emphasis on the development of online channels and aims to fully explore opportunities through multi-brand strategies [1] - In Q1 2025, the company's online revenue grew by 26% year-on-year on a comparable basis [1] - During the second quarter, various brands performed well during the 618 shopping festival, with self-portrait and IRO ranking in the top 10 of the luxury brand category on Douyin, Laurel ranking in the top 5 of the women's suit category on Tmall, and the company's brand also ranking in the top 10 of the international high-end women's wear category on Douyin [1] Group 2 - The company's online advertising expenses are expected to account for less than 15% of total operating revenue in 2024 [1] - Current tax regulations do not have any impact on the company [1]

Summary of Key Points Core Viewpoint - The report highlights the significant role of CFOs in A-share listed companies, emphasizing their influence on financial health, strategic decision-making, and overall company performance. The total compensation for CFOs in A-shares reached 4.243 billion yuan, with an average salary of 760,300 yuan [1]. Group 1: CFO Compensation - The highest annual salary for a CFO in the A-share market is 2.3533 million yuan, while the lowest is 81,600 yuan, with the industry average exceeding 500,000 yuan [1]. - A total of 15 listed companies have CFOs earning over 1 million yuan, including companies like Taiping Bird, Baoxini Bird, and Dizuo Fashion, with salaries of 2.3533 million yuan, 1.5866 million yuan, and 1.5221 million yuan respectively [1]. Group 2: CFO Demographics - The majority of CFOs in the industry hold a bachelor's degree, but among the 15 CFOs earning over 1 million yuan, most have a master's degree. Only 5 have a diploma or bachelor's degree [4]. - The average age of CFOs is over 40, with the youngest being Lin Guixian from ST Jinbi, born in 1991, making him 34 years old. The youngest among the high-earning CFOs is Hu Xinyan from Huali Group, born in 1989, at 36 years old [4]. Group 3: Company Performance - Among the companies paying over 1 million yuan in CFO salaries, only 5 experienced a decline in revenue, with year-on-year decreases of 21.18% for Shengtai Group, 3.29% for Jinhong Group, 16.23% for Dizuo Fashion, 1.91% for Baoxini Bird, and 12.7% for Taiping Bird [4].

Core Viewpoint - Geli Si (歌力思) has been awarded the "Supply Chain Influence Award" for its outstanding practices in Environmental, Social, and Governance (ESG) areas, highlighting its commitment to sustainable development and responsible corporate governance [1][4]. Group 1: ESG Practices - The award aims to recognize companies that excel in environmental sustainability, social responsibility, and corporate governance, promoting the integration of economic efficiency and social responsibility [1]. - Geli Si emphasizes sustainable development throughout its operations, providing high-quality, personalized fashion products while maintaining a diverse product matrix [4]. Group 2: Supply Chain Management - The company has established a comprehensive supplier management system, ensuring the safety and stability of its supply chain through strict supplier admission, assessment, and exit mechanisms [4]. - Geli Si utilizes digital management tools to enhance supplier management and evaluation, achieving refined supply chain management [4][5]. - Close collaboration with suppliers has led to stable raw material supply and cost optimization, significantly improving supply chain responsiveness and efficiency [4]. Group 3: Green Supply Chain Initiatives - Geli Si actively promotes sustainable practices by encouraging suppliers to use eco-friendly materials and optimize production processes, thereby reducing carbon emissions [5]. - The company has partnered with low-impact fabric suppliers to facilitate the transition to a low-carbon supply chain [5]. - Geli Si advocates for the reuse of inventory fabrics, which not only reduces procurement quantities but also minimizes environmental impact [5]. Group 4: Employee Welfare and Social Responsibility - The company protects employees' legal rights and provides safe working conditions, while also focusing on their comprehensive development through training and innovation initiatives [6]. - Geli Si participates in public welfare by donating funds to educational institutions, supporting the development of education [6]. - The company aims to enhance supply chain competitiveness and sustainability while creating value for consumers and contributing to society [6].

Core Points - The company has approved a profit distribution plan for the fiscal year 2024, which includes a cash dividend of 0.05000 yuan per share, totaling approximately 18.19 million yuan (including tax) [1][2][3] - The distribution will be based on a total share capital of 369,092,878 shares, excluding 5,359,645 shares held in the company's repurchase account, resulting in a distribution base of 363,733,233 shares [1][3] - The company will not implement stock dividends or capital reserve transfers for this fiscal year [1][3] Distribution Plan - The cash dividend of 0.05000 yuan per share will be distributed to all shareholders registered with the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, as of the close of trading on the record date [1][2] - The reference price for ex-dividend trading will be calculated using the formula: (previous closing price - cash dividend) [3] - The company will handle the distribution of dividends through the clearing system of the China Securities Depository and Clearing Corporation [3][4] Taxation Details - Individual shareholders holding shares for over one year will not be subject to personal income tax on the dividend, while those holding for one year or less will have taxes calculated upon the sale of shares [5][6] - Qualified Foreign Institutional Investors (QFIIs) will have a 10% withholding tax applied, resulting in a net dividend of 0.04500 yuan per share [6] - Other institutional investors will be responsible for their own tax obligations, with a gross dividend of 0.05000 yuan per share [6] Contact Information - For inquiries regarding the profit distribution, shareholders can contact the company's Securities Legal Affairs Department at the provided phone number and email [7]