Group 1: Furniture Industry - In April, the retail sales of furniture reached 15.3 billion yuan, showing a year-on-year growth of 26.9% [2] - From January to April, the total retail sales of furniture amounted to 58.3 billion yuan, with a year-on-year increase of 20.2% [2] - The retail sales of building and decoration materials in April were 13.8 billion yuan, growing by 9.7% year-on-year [2] Group 2: Miniso Group - Miniso Group reported a total revenue of 4.43 billion yuan for the first quarter of 2025, reflecting a year-on-year growth of 19% [3] - The gross profit margin for the quarter was 44.2%, an increase of 0.8 percentage points compared to the same period last year [3] - The adjusted net profit for the quarter was 590 million yuan, with an adjusted net profit margin of 13.3% [3] Group 3: Yingfeng Group and Kuka Home - Yingfeng Group plans to increase its stake in Kuka Home by acquiring up to 104 million shares at a price of 19.15 yuan per share, totaling no more than 1.997 billion yuan [4] - After the acquisition, Yingfeng Group will hold 11.26% of Kuka Home's total shares, while combined with its affiliates, it will control 37.37% of the company [4] Group 4: Corporate Changes - Guo Wei resigned from his positions as vice chairman and acting chairman of *ST Jianyi due to personal reasons [6] - The company reported a loss of 830 million yuan in 2024, a decrease of 47.23% year-on-year [6] - Huang Fuqing, the vice president of Guangdong Jusen Precision Technology Co., Ltd., also resigned for personal reasons, with no impact on the company's operations [5] Group 5: IPO and Market Changes - Zhuhai Zhancheng New Materials Co., Ltd. has changed its IPO plan from the ChiNext board to the Beijing Stock Exchange [7] - The company specializes in the research, production, and sales of wood coatings and other paint products [8] - In 2024, Zhancheng New Materials achieved a revenue of 1.573 billion yuan, with a year-on-year growth of 3.52% [8]

Core Viewpoint - The real estate market in China is experiencing a significant downturn, with new housing sales and revenue declining sharply, leading to a shift in consumer preferences towards renovation and home improvement services, which are currently fragmented and slow to respond to market needs [1][2]. Group 1: Real Estate Market Performance - In 2024, the total sales area of new commercial housing reached 97.385 million square meters, a year-on-year decrease of 12.9%, while sales revenue totaled 967.5 billion yuan, down 17.1% [1]. - Residential sales area and revenue fell by 14.1% and 17.6% respectively compared to 2023 [1]. - The building materials and home furnishing market saw a sales decline of 3.9% to 1.49 trillion yuan, with market area decreasing by 9.6%, marking the third consecutive year of negative growth [1]. Group 2: Company Performance - In 2024, the company achieved total revenue of 12.966 billion yuan, a slight decline of 4.0%, with net profit dropping 40.8% to 769 million yuan, the lowest since its listing in December 2019 [1][2]. - The company's net profit has seen a double-digit decline for three consecutive years from 2022 to 2024 [2]. Group 3: Business Model and Expansion - The company has only added four self-owned stores over six years, while rental stores have decreased significantly, with a cumulative decline of 16.5% in number and 22.7% in area [3][4]. - The company is transitioning from scale expansion to quality improvement by increasing self-owned and entrusted management stores, while reducing rental and franchise stores [4]. Group 4: Revenue Composition - The rental and management income fell below 6 billion yuan for the first time, contributing approximately 42.7% to total revenue, down from 82.3% in 2019 [6]. - Product sales revenue increased by 13.8% to 6.324 billion yuan, nearly 14 times the 2019 level, driven by the merger with Wuhan Zhongshang and a focus on high-value smart home products [6][7]. Group 5: Financial Metrics - The company's operating costs increased by 5.6% to 9.419 billion yuan, with a significant drop in gross margin to 27.4%, down 6.8 percentage points year-on-year [9]. - The net profit margin for 2024 was reported at 6.4%, a decrease of 3.5 percentage points compared to the previous year [14]. Group 6: Investment and Debt Management - The company invested 1.963 billion yuan to acquire the Ruihong project, increasing its investment property scale by 21.9% to 22.947 billion yuan [15]. - The asset-liability ratio improved to approximately 57.8%, but the company still faces short-term debt risks with a cash coverage ratio of only 53.5% [16].

证券代码：603816 证券简称：顾家家居 公告编号：2025-042 顾家家居股份有限公司 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)股东大会召开的时间：2025 年 5 月 23 日 (二)股东大会召开的地点：浙江省杭州市上城区东宁路 599 号顾家大厦一楼会议 中心 (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 | 276 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 507,228,116 | | 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（%） | 61.7230 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会采取现场记名投票表决与网络投票表决相结合的方式召开。会 2025年第一次临时股东大会决议公告 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。 议由公司董事会提议召开，并由公司董事长邝广雄先生主持。 本 ...

国浩律师（杭州）事务所 关 于 顾家家居股份有限公司 2025 年第一次临时股东大会的 法律意见书 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 二〇二五年五月 国浩律师（杭州）事务所 股东大会法律意见书 国浩律师（杭州）事务所 关 于 顾家家居股份有限公司 2025 年第一次临时股东大会的 法律意见书 致：顾家家居股份有限公司 国浩律师（杭州）事务所（以下简称"本所"）接受顾家家居股份有限公司 （以下简称"公司"）委托，指派律师出席公司 2025 年第一次临时股东大会（以 下简称"本次股东大会"），并 ...

Investment Rating - The report maintains a "Positive" investment rating for the light industry manufacturing sector, indicating an expectation of performance that exceeds the market benchmark by more than 5% [2]. Core Insights - The home furnishing sector is experiencing marginal recovery, with a high dividend payout ratio. In 2024, the home goods sector is projected to generate revenue of CNY 246.58 billion, a year-on-year increase of 2.3%, while net profit attributable to shareholders is expected to decline by 13.6% to CNY 15.86 billion [4][14]. - The report highlights that domestic demand for home goods is under pressure, but government subsidies are expected to fill the demand gap. The sales of building materials and home goods are projected to decline by 3.9% year-on-year in 2024, but there are signs of improvement in early 2025 [5][26]. - The external sales performance is strong, with furniture exports showing a recovery since November 2023, driven by overseas retailers replenishing inventory. However, the report emphasizes the need to monitor changes in tariff policies, particularly from the U.S. [6][40]. Summary by Sections 1. Home Furnishing Sector 2024 Annual Report & Q1 2025 - The home goods sector is under operational pressure, with only Q1 showing growth due to a low base effect from previous public health events. The profit margin has been declining, reflecting increased competition [4][14]. - In Q1 2025, the sector's revenue increased by 3.9% year-on-year, and net profit rose by 10.6%, indicating a recovery trend [4][14]. 2. Domestic Sales - The report notes that the domestic home goods market is facing challenges, with a projected decline in sales. However, the introduction of government subsidies is expected to stimulate demand, particularly in key cities [5][34]. - The dividend payout ratio for leading companies in the sector has increased, with many companies offering dividend yields exceeding 3% [5][35]. 3. External Sales - The report indicates that external sales have been performing well, with all key export companies reporting revenue growth in Q1 2025. The recovery in exports is attributed to overseas retailers restocking [6][40]. - The report warns of uncertainties related to U.S. tariff policies, which could impact future export orders [6][40]. 4. Investment Recommendations - The report suggests focusing on leading companies with high dividend yields and strong market positions, such as Gujia Home, Sophia, and Zhibang Home, as they are expected to benefit from government subsidies and have resilient performance [5][39].

Core Viewpoint - The company is actively addressing the impact of its chairman's detention on operations and is implementing measures to improve net profit and operating cash flow, with plans to consolidate and enhance its market share in the home furnishing sector by 2025 [1][4][5]. Group 1: Chairman's Detention and Company Operations - The chairman's detention has not affected the company's operational cooperation, as other executives continue to perform their duties normally, and control of the company remains unchanged [1][2]. - The chairman's shares, totaling 372 million, have been judicially frozen, representing 5.97% of the company's total share capital, but there are no significant debts or legal issues affecting the company [2]. - The company maintains that the detention of the chairman has not impacted its strategic cooperation with Jinju Group, with ongoing collaboration in various business areas [2]. Group 2: Financial Performance and Measures - In 2024, the company reported a revenue decline of 4.04% to 12.966 billion yuan and a net profit drop of 40.83% to 769 million yuan, primarily due to pressures on merchants and reduced rental income from supportive measures [4]. - The company is taking steps to improve net profit and operating cash flow, including enhancing sales through online and offline marketing, adjusting franchise management, and optimizing cost structures [4][5]. Group 3: Future Business Strategy - For 2025, the company plans to enhance its market share in the home furnishing sector through various initiatives, including upgrading smart home experience centers and offering comprehensive service commitments [5][6]. - The company aims to leverage national subsidy policies to create a closed-loop system that efficiently converts policy benefits into market momentum [5][6]. - The company targets to sign at least 30 new stores and open no fewer than 25 stores in 2025, including one overseas location [6].

Group 1 - The acquisition involves Yingfeng Group acquiring shares in Gujia Home Furnishing Co., Ltd, which will result in Yingfeng Group and its concerted actions holding over 30% of the total shares post-issuance, triggering a mandatory tender offer obligation [2][26][36] - Yingfeng Group has committed to not transferring the newly acquired shares for 36 months following the issuance, pending approval from the shareholders' meeting [2][28][36] - The acquisition aims to enhance Gujia's core competitiveness by funding various projects, including smart production line upgrades and digital transformation initiatives [10][11][12] Group 2 - Yingfeng Group's shareholding structure indicates that He Jianfeng holds 88.09% of Yingfeng Group, making him the controlling shareholder [5][6] - The financial data of Yingfeng Group shows a focus on investment management and asset management, with no significant legal issues reported in the past five years [7][8] - The acquisition will not change the control of Gujia, as Yingfeng Group and its concerted actions will remain the controlling shareholders post-acquisition [17][35] Group 3 - The acquisition will be executed through a cash subscription for up to 104,281,493 shares at a price of RMB 19.15 per share, totaling a maximum of RMB 199,699.06 million [19][32] - The funds for the acquisition will come from Yingfeng Group's own or legally raised funds, ensuring no disputes regarding the source of funds [32][33] - The acquisition process requires approval from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [15][31] Group 4 - The acquisition is structured to maintain the independence of Gujia, ensuring that its operations, assets, and finances remain separate from Yingfeng Group [45][46] - There are no plans to change the main business operations or management structure of Gujia in the next 12 months following the acquisition [39][40] - Yingfeng Group has committed to avoiding any potential conflicts of interest or competition with Gujia's business [57][58]

Group 1 - The acquisition involves Yingfeng Group Ltd. acquiring shares in Gujia Home Furnishing Co., Ltd. through a specific stock issuance, which will increase Yingfeng's stake to over 30% of the total shares post-issuance [2][20] - Yingfeng Group has committed to not transferring the newly acquired shares for 36 months following the issuance, pending approval from the shareholders' meeting [2][20] - The acquisition aims to enhance Gujia's core competitiveness by funding projects related to smart home product production, digital transformation, and brand enhancement [10][12] Group 2 - Yingfeng Group's financial data shows total assets of approximately 86.43 billion RMB and total liabilities of about 57.23 billion RMB as of 2025, indicating a debt ratio of 66.21% [9] - The company reported a total revenue of approximately 3.33 billion RMB and a net profit of about 185.59 million RMB for the year 2023 [9] - Yingfeng Group's actual controller, He Jianfeng, holds 88.09% of the shares in Yingfeng Group, ensuring control over the acquisition process [5][13] Group 3 - The acquisition process requires approval from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [2][12] - The stock issuance is structured to allow Yingfeng Group to acquire up to 104.28 million shares, representing 11.26% of the total shares post-issuance [13] - The acquisition will not change the control of Gujia Home Furnishing, as Yingfeng Group and its affiliates will remain the controlling shareholders [13][20]

Group 1 - The financial advisor report from GF Securities confirms the acquisition of Kuka Home by Yingfeng Group, ensuring compliance with relevant laws and regulations [1][2][8] - The acquisition aims to enhance Kuka Home's core competitiveness through funding for various projects, including smart home product development and digital transformation [8][9] - Yingfeng Group's financial health is affirmed, with total assets of approximately RMB 8.64 billion and a net profit of RMB 185.59 million for 2023 [12][23] Group 2 - The acquisition will increase the actual controller He Jianfeng's shareholding, stabilizing control over Kuka Home and signaling confidence in the company's future [9][26] - Yingfeng Group's cash subscription for the shares is set at RMB 19.15 per share, with a maximum subscription amount of RMB 1.997 billion [12][26] - The report indicates that Yingfeng Group has no legal issues or disputes regarding the source of funds for the acquisition [12][24] Group 3 - The financial advisor has conducted thorough due diligence, confirming that the acquisition does not violate any laws or regulations [2][15] - Yingfeng Group's management is experienced in operating listed companies, ensuring compliance with market regulations [14][15] - The acquisition will not change the control structure of Kuka Home, as Yingfeng Group and its affiliates will maintain a significant shareholding post-acquisition [26]

证券简称：顾家家居 证券代码：603816 顾家家居股份有限公司 收购报告书 上市公司名称：顾家家居股份有限公司 股票上市地点：上海证券交易所 股票简称：顾家家居 股票代码：603816 收购人：盈峰集团有限公司 住所/通讯地址：广东省佛山市顺德区北滘镇君兰社区美和路 8 号盈峰商务中心 24 楼 2406 一致行动人：宁波盈峰睿和投资管理有限公司 住所/通讯地址：浙江省宁波市北仑区梅山七星路 88 号 1 幢 401 室 B 区 L0660 二〇二五年五月 顾家家居股份有限公司 收购报告书 声 明 本声明的相关用语与本报告书"释义"中的相关用语具有相同含义。 一、本报告书系收购人依据《公司法》《证券法》《收购办法》《公开发行 证券的公司信息披露内容与格式准则第 16 号—上市公司收购报告书》等相关法 律、法规及部门规章的有关规定编制。 二、依据《证券法》《收购办法》的规定，本报告书已全面披露收购人在顾 家家居拥有权益的股份；截至本报告书签署之日，除本报告书披露的持股信息外， 收购人没有通过任何其他方式在顾家家居拥有权益。 三、收购人签署本报告书已获得必要的授权和批准，其履行亦不违反收购人 章程或内部规则中的 ...