截至本公告披露日，公司控股股东、实际控制人赵瑞海先生持有公司 128,516,972股股份，持股比例18.72%；累计质押42,207,792股，占其所持股份 的32.84%。公司控股股东、实际控制人赵瑞宾先生持有公司125,829,600股股份， 持股比例18.33%；累计质押42,207,792股，占其所持股份的33.54%。 公司控股股东、实际控制人一致行动人赵瑞杰先生持有公司34,244,000 股股份，持股比例4.99%；累计质押股份数量0股。 证券代码： 603818 证券简称：曲美家居 公告编号：2025-046 本公司及全体董事会成员保证本公告内容不存在任何虚假记载、误导性陈 述或重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 重要内容提示： | 股东 | 是否为 | 本次质押 | 是否 | 是否 | 质押 | 质押 | | 占其所 | 占公司 | 质押融资 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 名称 | 控股股 | 股数 | 为限 | 补充 | 起始日 | 到期日 | ...

Core Viewpoint - Qu Mei Home's recent financial report indicates a decline in revenue and a significant increase in net loss, highlighting challenges in its business model and financial health [1][3]. Financial Performance - Total revenue for the first half of 2025 was 1.731 billion yuan, a decrease of 3.97% year-on-year [1]. - The net profit attributable to shareholders was -46.86 million yuan, an increase of 62.39% compared to the previous year [1]. - The gross margin improved to 36.57%, up 16.34% year-on-year, while the net margin was -2.64%, an increase of 62.78% [1]. - Total expenses (selling, administrative, and financial) amounted to 672 million yuan, accounting for 38.82% of revenue, an increase of 6.14% year-on-year [1]. Cash Flow and Debt Situation - The company's liquidity ratio was 0.82, indicating rising short-term debt pressure [1]. - Cash and cash equivalents decreased by 20.82% to 791 million yuan [1]. - The interest-bearing debt was 2.984 billion yuan, down 2.87% year-on-year [1]. Business Model and Return on Investment - The company's return on invested capital (ROIC) was 1.15%, indicating weak capital returns [3]. - Historical data shows a median ROIC of 9.44% since its listing, with three years of losses out of nine annual reports, suggesting a fragile business model [3]. Analyst Expectations - Analysts expect the company's performance in 2025 to yield a net profit of 113 million yuan, with an average earnings per share of 0.16 yuan [4].

Group 1 - The company reported a total operating revenue of 1.731 billion yuan for the first half of 2025, representing a year-on-year decrease of 3.97% [1] - The net profit attributable to shareholders of the parent company was -46.86 million yuan, which is an improvement of 77.73 million yuan compared to the same period last year [1] - The basic earnings per share were -0.07 yuan [1]

Core Insights - Qu Mei Home's revenue for the first half of 2025 was 1.731 billion yuan, a year-on-year decrease of 3.97%, while the net profit attributable to shareholders was a loss of 46.86 million yuan, indicating a narrowing of losses [1] - Domestic furniture consumption demand weakened due to the downturn in the real estate sector, while overseas market demand showed signs of recovery, particularly for Ekornes AS, which saw revenue growth [1] - The company's gross profit margin significantly improved due to the decline in raw material costs, positively impacting overall profitability [1] - Financial expenses decreased compared to the same period last year due to the global interest rate cut cycle, further enhancing profitability [1] Business Strategy - Qu Mei Home is advancing product innovation, brand renewal, and channel reform in its domestic operations, focusing on product strength and leveraging online brand content [2] - The company is actively exploring new business segments, including Qu Mei Whole Home, Qu Mei Smart Home, and Qian Qu Technology, integrating service model upgrades with smart product innovations [2] - Efforts to reduce costs and improve efficiency include revitalizing land and factory assets in Beijing and exploring new financing methods based on these assets [2] Market Performance - The European and American markets are experiencing a consumption recovery, with Ekornes AS reporting revenue growth and significant profit increases, alongside improved order conditions [3] - In the Chinese market, Ekornes AS is seeing rapid growth due to sustained investment in brand content and a high-end strategy, resulting in a substantial increase in dealer sales and a healthy growth in channel numbers [3] - Qu Mei Home continues to enhance the sales layout of beds and mattresses globally, optimizing the competitiveness of sofas and electric chairs, which has contributed to increased sales in non-comfort chairs [3] - The upcoming launch of the "Kangfei" series of comfort chairs is expected to support revenue growth for Qu Mei Home [3]

Financial Performance - The company's main revenue for the first half of 2025 was 1.731 billion, a year-on-year decrease of 3.97% [1] - The net profit attributable to shareholders was -46.86 million, an increase of 62.39% year-on-year [1] - The non-recurring net profit was -77.38 million, up 28.63% year-on-year [1] - In Q2 2025, the single-quarter main revenue was 0.853 billion, down 6.86% year-on-year [1] - The single-quarter net profit attributable to shareholders was -42.61 million, an increase of 5.65% year-on-year [1] - The single-quarter non-recurring net profit was -50.17 million, up 1.29% year-on-year [1] Financial Ratios - The company's debt ratio stood at 65.57% [1] - The gross profit margin was 36.57%, an increase of 16.34% year-on-year [7] - The return on assets was -2.21%, an increase of 60.03% year-on-year [7] - Earnings per share were -0.07, up 61.11% year-on-year [7] - The operating cash flow per share was 0.34, down 13.41% year-on-year [7] Shareholder Information - The top shareholder, Zhao Ruihai, holds 100 million shares, representing 18.72% of the total [12] - Other significant shareholders include Zhao Ruibin with 18.33% and Zhao Ruijie with 4.99% [12] - The total number of shareholders is approximately 2.61 million [12]

Core Viewpoint - The document outlines the management system for related party transactions of Qu Mei Home Group Co., Ltd, emphasizing the need for fairness, transparency, and compliance with relevant regulations to protect the interests of shareholders and creditors, especially minority investors [2][5][18]. Group 1: General Principles - The management system aims to strengthen the oversight of related party transactions, ensuring that contracts are fair, open, and equitable [2]. - Related party transactions include various activities such as asset purchases, financial assistance, and service provision [2][5]. - The document defines related parties, including both legal entities and natural persons, and outlines the criteria for identifying them [3][5]. Group 2: Pricing and Management of Related Transactions - The pricing of related party transactions should primarily follow market prices; if unavailable, cost-plus pricing or negotiated prices may be used [4][11]. - The financial department is responsible for tracking market price changes and reporting them to the board [12]. - Independent financial advisors may be engaged to assess the fairness of transaction prices when necessary [8][12]. Group 3: Approval Procedures - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed [9][16]. - Related party transactions must be reviewed by the board, with related directors abstaining from voting [30][31]. - The company must ensure that related party transactions do not lead to the misuse of company resources [8][18]. Group 4: Disclosure Requirements - The company is required to disclose details of related party transactions, including the nature of the relationship, pricing policies, and the impact on financial performance [18][42]. - Specific transactions that benefit the company without any obligations may be exempt from the usual approval and disclosure processes [43].

Core Points - The document outlines the external guarantee management system of Qu Mei Home Furnishing Co., Ltd, aiming to regulate external guarantee behavior, control risks, and protect shareholders' rights [2][11] - The system applies to the company and its subsidiaries, defining external guarantees as those provided by the company for others, including guarantees for subsidiaries [2][3] - The company must disclose relevant information regarding external guarantees in accordance with laws and regulations [4][9] Chapter Summaries Chapter 1: General Principles - The purpose of the system is to standardize external guarantee behavior and protect shareholder rights [2] - The system is applicable to the company and its subsidiaries [2] Chapter 2: Basic Principles of External Guarantees - External guarantees must adhere to principles of equality, voluntariness, fairness, integrity, and mutual benefit [6] - The board of directors must review and approve external guarantees [8][15] Chapter 3: Approval Authority and Procedures - Guarantees exceeding 10% of the latest audited net assets require shareholder approval [15] - The company must conduct due diligence on the creditworthiness of the guaranteed party [9][30] Chapter 4: Risk Management of Guarantees - The company must establish internal control systems to prevent unauthorized signing of guarantee contracts [26] - Regular assessments of the financial status and repayment ability of the guaranteed party are required [30][31] Chapter 5: Supplementary Provisions - The company must take protective measures to recover losses from guarantees provided to related parties [11] - Any violations of the guarantee policy must be disclosed and corrected promptly [36]

Core Points - The internal audit system of Qu Mei Home Furnishing Group Co., Ltd. aims to standardize internal audit work, enhance economic management, and improve economic efficiency [1][2] - The internal audit department is responsible for supervising the company's business activities, risk management, internal controls, and financial information [1][4] - The internal audit institution must maintain independence and report directly to the audit committee [1][5] Group 1: Internal Audit Responsibilities - The internal audit institution is tasked with evaluating the completeness, rationality, and effectiveness of internal control systems across the company and its subsidiaries [1][2] - It must audit the legality, compliance, authenticity, and completeness of accounting and economic data, including financial reports and performance forecasts [2][3] - The internal audit department is required to report to the audit committee at least quarterly, detailing the execution of the audit plan and any issues discovered [2][4] Group 2: Audit Procedures and Implementation - The internal audit institution can request timely submission of financial and operational plans, budgets, and relevant documents from audited units [4][5] - It is responsible for conducting audits on significant external investments, asset purchases and sales, guarantees, and related transactions [6][10] - The internal audit institution must submit an annual audit work report to the audit committee within two months after the end of each fiscal year [2][5] Group 3: Compliance and Reporting - The audit committee oversees the internal audit institution's work, reviews the annual audit plan, and ensures compliance with regulations [1][5] - The internal audit institution must evaluate the effectiveness of internal controls related to financial reporting and information disclosure [13][27] - Any significant deficiencies or risks identified in internal controls must be reported to the audit committee and disclosed to the Shanghai Stock Exchange [5][19]

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the quality and transparency of financial reporting [1][2][3] Group 1: Accountability System - The accountability system applies to directors, senior management, subsidiary heads, and other personnel involved in annual report disclosures [2][3] - The system aims to ensure compliance with relevant laws and regulations, including the Securities Law and Accounting Law, to prevent significant economic losses or negative social impacts [1][2] - The principles of accountability include objectivity, fairness, and correspondence between fault and responsibility [2][3] Group 2: Scope of Significant Errors - Significant errors in annual report disclosures include major accounting errors in financial reports, substantial omissions, and discrepancies between performance forecasts and actual results [2][3] - Specific situations that warrant accountability include violations of accounting standards and significant differences in reported financial data [3] Group 3: Correction of Errors - The company is required to promptly issue supplementary and corrective announcements for significant errors or omissions in annual report disclosures [3][4] - Corrections must adhere to established disclosure rules and guidelines [3] Group 4: Consequences of Errors - The company will pursue accountability for individuals responsible for significant errors, including potential disciplinary actions such as warnings, demotions, or termination [3][4] - Factors that may lead to harsher penalties include severe consequences resulting from intentional misconduct or repeated errors [4]

Core Points - The document outlines the operational guidelines for the General Manager of Qu Mei Home Group Co., Ltd, aiming to enhance the corporate governance structure and management efficiency [5][6]. Group 1: General Provisions - The company establishes a General Manager position to oversee daily operations and implement board decisions [5]. - The General Manager is responsible for appointing or dismissing management personnel not requiring board approval [5]. - Monthly operational meetings are held to review past performance and plan future activities [5]. Group 2: Responsibilities of the General Manager - The General Manager leads the company's production and operational management, implements annual plans, and proposes internal management structures [6]. - Responsibilities include drafting management regulations, suggesting appointments for senior management, and executing other powers granted by the board [6]. Group 3: Responsibilities of the Financial Officer - The Financial Officer manages the company's financial operations and develops financial accounting systems [6]. - Duties include preparing financial reports, supervising major investment projects, and ensuring compliance with financial plans [6]. Group 4: Decision-Making Authority - The General Manager has full responsibility for matters not explicitly reserved for the shareholders' meeting or board, with significant matters reported to the board [6]. - Major contracts require the General Manager's approval and signature [6].