中信建投证券股份有限公司 关于 宁波太平鸟时尚服饰股份有限公司 向特定对象发行股票 之 上市保荐书 保荐人 二〇二四年四月 保荐人出具的上市保荐书 保荐人及保荐代表人声明 中信建投证券股份有限公司及本项目保荐代表人赵彬彬、闫明庆已根据《中 华人民共和国公司法》《中华人民共和国证券法》等法律、法规和中国证监会及 上海证券交易所的有关规定，诚实守信，勤勉尽责，严格按照依法制定的业务规 则和行业自律规范出具上市保荐书，并保证所出具文件真实、准确、完整。 3-2-1 | 释 义 4 | | --- | | 一、发行人基本情况 5 | | （一）发行人概况 5 | | （二）发行人主营业务 5 | | （三）发行人主要经营和财务数据及指标 6 | | （四）发行人存在的主要风险 7 | | 二、发行人本次发行情况 11 | | （一）本次发行股票的种类和面值 11 | | （二）发行方式及发行时间 11 | | （三）发行对象及认购方式 12 | | （四）定价基准日、发行价格及定价原则 12 | | （五）发行数量 13 | | （六）限售期 13 | | （七）募集资金规模及用途 13 | | （八）上市地点 13 ...

宁波太平鸟时尚服饰股份有限公司 关于宁波太平鸟时尚服饰股份有限公司 向特定对象发行股票 申请文件的审核问询函的回复（修订稿） 保荐机构（主承销商） （北京市朝阳区安立路 66 号 4 号楼） 二〇二四年四月 上海证券交易所： 贵所于 2023 年 7 月 6 日出具的《关于宁波太平鸟时尚服饰股份有限公司向 特定对象发行股票申请文件的审核问询函》（上证上审（再融资）〔2023〕454 号） （以下简称"审核问询函"）已收悉。宁波太平鸟时尚服饰股份有限公司（以下 简称"太平鸟"、"发行人"、"公司"）与中信建投证券股份有限公司（以下 简称"保荐机构"）、上海市锦天城律师事务所（以下简称"发行人律师"、"律 师"）、立信会计师事务所（特殊普通合伙）（以下简称"申报会计师"、"会计 师"）等相关方对审核问询函所列问题进行了逐项核查，现回复如下，请予审核。 本问询函回复中简称与《宁波太平鸟时尚服饰股份有限公司 2023 年度向特 定对象发行股票募集说明书（修订稿）》中简称具有相同含义，其中涉及募集说 明书的修改及补充披露部分，已用楷体加粗予以标明。 本问询函回复中若出现合计数值与各分项数值之和尾数不符的情况，均为四 舍 ...

Investment Rating - The report maintains a "Buy" rating for the company, expecting a relative increase of over 15% in the next 6 to 12 months compared to the benchmark index [27]. Core Views - The company has shown improvement in operational quality post-reform, with expectations for gradual recovery in terminal retail [1]. - The company has implemented significant organizational changes and cost control measures, leading to enhanced profitability despite revenue pressures in 2023 [4]. - The company is anticipated to benefit from a recovery in consumer demand and improved brand synergy in 2024, further enhancing profitability [22]. Financial Performance Summary - The total share capital is 474 million shares, with a market price of 16.07 yuan, resulting in a market capitalization of 7,615 million yuan [2]. - For the fiscal year 2023, the company reported revenues of 7,792 million yuan, a decrease of 9% year-on-year, while net profit increased by 127% to 422 million yuan [20]. - The company’s gross margin improved significantly, with an overall gross margin of 54.13% for 2023, reflecting a year-on-year increase of 5.91 percentage points [22]. - The company’s net profit for 2024 is projected to be 564 million yuan, with a year-on-year growth of 34% [20]. Brand and Channel Performance - The women's clothing segment saw a revenue decline of 12.01%, while men's clothing increased by 4.16% [2]. - Online sales faced challenges, with a 23.39% decrease in revenue, while offline direct sales improved with a 7.92 percentage point increase in gross margin [11][21]. - The company closed 252 underperforming stores, resulting in a total of 1,175 direct stores, which contributed to improved store efficiency [11]. Inventory and Cash Flow Management - The company reported a significant reduction in inventory, with a year-on-year decrease of 27.8%, leading to healthier inventory turnover [23]. - Operating cash flow for 2023 was 1,276 million yuan, with a focus on maintaining a low inventory level and efficient cash management [24].

Investment Rating - The report maintains a "Buy" rating for the company [6][23]. Core Insights - In the short term, the company is expected to continue profit elasticity due to store expansion and improved profitability in direct channels. In the long term, despite a potential slowdown in revenue growth due to cost control and discount management, the quality of operations and profit elasticity will significantly improve. The company is transitioning from profit elasticity driven by high retail growth to a more sustainable and robust internal capability-driven profit elasticity. The projected net profit attributable to the parent company for 2024-2026 is 550 million, 640 million, and 730 million, with corresponding PE ratios of 14, 12, and 10 times [6][22]. Financial Performance Summary - In 2023, the company achieved revenue of 7.79 billion, net profit attributable to the parent company of 420 million, and net profit excluding non-recurring items of 290 million, with year-on-year changes of -9.4%, +127.1%, and a turnaround of 316 million respectively. In Q4 alone, revenue was 2.57 billion, net profit was 210 million, and net profit excluding non-recurring items was 150 million, with year-on-year changes of +8.0%, +538%, and a turnaround of 184 million [4][6]. Channel Performance - The women's clothing segment continues to show weak performance under ongoing adjustments, while direct sales gross margin has significantly improved. In Q4, revenue from direct sales, franchises, and online channels saw year-on-year declines of -33.5%, +0.1%, and -37.7% respectively, with gross margins changing by +6.5, -3.9, and -4.0 percentage points year-on-year. The direct sales channel experienced a significant improvement in gross margin despite a large revenue decline due to optimized product structure and strong discount management [5][21]. Cost Management and Asset Quality - The report highlights that cost optimization and improved asset quality have driven performance elasticity. By the end of 2023, inventory was 1.51 billion, down 29% year-on-year, primarily due to enhanced management of product supply and demand. The current inventory scale and structure are healthy, with only 3% of inventory being over two years old [22][21].

Investment Rating - The investment rating for the company is "Buy" with a current price of 16.82 CNY and a fair value of 18.66 CNY [2][13]. Core Views - The report highlights that the company's operating conditions are improving, and the major shareholder's full participation in the capital increase demonstrates confidence in the company's future [3][13]. - The company is expected to see significant rebounds in revenue and net profit in 2024, driven by organizational reforms and a focus on enhancing brand image and core product lines [8][13]. Financial Performance - In 2023, the company reported revenue of 7.792 billion CNY, a year-on-year decrease of 9.41%, while net profit attributable to shareholders was 422 million CNY, a year-on-year increase of 127.06% [5][13]. - The fourth quarter of 2023 saw a year-on-year increase in revenue and net profit of 8.01% and 538.15%, respectively [13]. - The company plans to distribute a cash dividend of 6 CNY for every 10 shares [13]. Store and Channel Strategy - The total number of stores decreased by 940 to 3,731 in 2023, as the company shifted its strategy to focus on store quality and profitability rather than sheer growth [6][13]. - The company aims to enhance the brand image and improve store efficiency, with a significant reduction in underperforming stores [6][13]. Future Projections - Revenue from the franchise business is projected to grow from 2.621 billion CNY in 2024 to 3.184 billion CNY by 2026, with expected growth rates of 11.1%, 10.5%, and 10.0% respectively [10][23]. - The company anticipates a net profit of 5.89 billion CNY in 2024, with a compound annual growth rate of 39.7% from 2023 to 2024 [23][13]. Profitability Metrics - The gross profit margin for 2023 was 54.13%, an increase of 5.91 percentage points year-on-year, while the operating cash flow increased by 220.01% to 1.276 billion CNY [13][21]. - The report forecasts earnings per share (EPS) of 1.24 CNY, 1.43 CNY, and 1.73 CNY for 2024, 2025, and 2026, respectively [23][13].

F源证券 公 司 研 究 2023 年经营质量提升，看好 2024 年零售恢复增长 2023 年公司实现营收 77.92 亿元（同比-9.4%），归母/扣非净利润 4.2 亿元（同比 +128.4%）/2.9 亿元（同比增加 3.16 亿元），主要系零售折扣改善带动毛利率提 升叠加降本控费效果显著所致。由于闭店较深且女装&乐町处于调整阶段，2024 年初至今零售恢复缓慢，我们下调 2024-2025 年并新增 2026 年盈利预测，预计 2024-2026 年归母净利润 5.6/6.6/7.5 亿元（此前 2024-2025 年为 6.6/7.6 亿元），对 应 EPS 分别为 1.2/1.4/1.6 元，当前股价对应 PE 为 14.3/12.1/10.6 倍，考虑到公司 经营质量提升，看好 2024 年零售稳步恢复增长，维持"买入"评级。 品牌端：男装收入稳中有升，其他品牌闭店下收入短期承压 2023 年 女 装 / 男 装 / 乐 町 / 童 装 实 现 营 收 28.8/30.4/7.6/9.6 亿 元 ， 同 比 -12.0%/+4.2%/-24.5%/-12.5%，男装稳中有升，其他品牌闭店下收入 ...

Investment Rating - The report maintains a "Buy" rating for the company [3][12]. Core Insights - The company is focusing on high-quality development and consumer-centric operations, with plans to enhance brand image and optimize channel structures [5][13]. - The company has adjusted its profit forecasts, expecting revenues of 8.768 billion, 9.822 billion, and 11.032 billion yuan for 2024, 2025, and 2026 respectively, with corresponding net profits of 619.26 million, 764.84 million, and 800.55 million yuan [7][10]. Brand Strategy - The company is upgrading its terminal image with the launch of a new flagship store and integrating its style series across different brands [2][12]. - It aims to enhance brand appeal through S-level integrated marketing campaigns and new visual marketing strategies [2][12]. Retail Strategy - The company plans to optimize its channel structure by focusing on core cities, expanding quality franchisees, and strengthening its e-commerce presence [6][12]. - The retail revenue breakdown shows direct sales at 32.7 billion yuan (42%), franchise sales at 23.6 billion yuan (31%), and online sales at 20.9 billion yuan (27%) [12]. Financial Performance - In Q4 2023, the company reported a revenue of 2.569 billion yuan, an 8.0% year-on-year increase, and a net profit of 212 million yuan, marking a 560% increase [12]. - For the year 2023, the company’s revenue was 7.79 billion yuan, a decrease of 9.4%, while the net profit was 422 million yuan, an increase of 127.1% [12][18]. Operational Efficiency - The company has improved its gross margin to 54.1%, up 5.9 percentage points year-on-year, and its net margin to 5.4%, up 3.3 percentage points [12][18]. - Inventory management has been enhanced, with a 27.8% reduction in inventory value, and a focus on optimizing new and old product inventory [12][13]. Future Outlook - The company plans to continue its transformation by focusing on core product categories and enhancing its supply chain capabilities [13][14]. - It aims to embrace new retail strategies to create an engaging shopping experience, leveraging both online and offline channels [12][14].

Investment Rating - The investment rating for the company is "Buy" [6][23]. Core Insights - The company experienced a revenue decline of 9.4% in 2023, totaling 7.79 billion yuan, while net profit increased by 128.4% to 422 million yuan due to strict control of retail discounts and cost management [2][6]. - The company closed a significant number of underperforming stores, with a net closure of 255 direct stores and 688 franchise stores, leading to an average store efficiency improvement [2][32]. - The gross profit margin improved by 5.9 percentage points to 54.1% as a result of reduced retail discounts and better inventory management [2][6]. - The company has implemented organizational and product reforms, transitioning to a functional department system to enhance operational efficiency [2][32]. Financial Summary - Revenue for 2023 was 7.79 billion yuan, down 9.4% from 2022, with projections for 2024-2026 showing a recovery to 8.13 billion yuan, 8.89 billion yuan, and 9.59 billion yuan respectively [24]. - Net profit for 2023 was 422 million yuan, with forecasts of 509 million yuan, 575 million yuan, and 646 million yuan for 2024-2026, reflecting growth rates of 20.6%, 13.1%, and 12.3% respectively [24][32]. - The company plans to increase its target price to 19.3-20.4 yuan, up from the previous 18.5-19.6 yuan, corresponding to a PE ratio of 18-19x for 2024 [32].

Investment Rating - The investment rating for the company is "Accumulate" with a target price of 20.32 CNY, down from a previous forecast of 25.60 CNY, while the current price is 16.82 CNY [14][25]. Core Views - The report highlights that the company's operational quality continues to improve, and organizational changes are gradually showing results. The company experienced a significant increase in net profit attributable to shareholders, up 127% year-on-year in 2023, driven by a reduction in retail discounts and ongoing cost control measures. The earnings elasticity for 2024 is expected to remain strong [14][25]. Summary by Sections Company Overview - The company is a retail-oriented multi-brand fashion apparel company that implements a gradient brand development strategy, targeting differentiated market segments. It emphasizes product research and design, integrating current fashion trends into its offerings, and employs a sales model that combines direct sales and franchising [3]. Financial Performance - In 2023, the company's revenue decreased by 9.4%, but net profit increased by 127%, indicating a turnaround. The report notes that the company has improved its channel management quality and profitability significantly [25][22]. - The financial forecast for 2024 estimates total revenue of 8,608 million CNY, with a projected net profit of 603 million CNY, reflecting a growth rate of 42.8% [22]. Market Position - The company is positioned as a leader in the mass apparel industry, with a stable market position and good earnings elasticity. The report compares it with peers like Semir and Hailan Home, suggesting a higher-than-average PE ratio of 16 for 2024, which supports the target price of 20.32 CNY [25][22]. Operational Metrics - The report indicates that the company has successfully reduced inventory levels, with year-end inventory down 29% year-on-year, and anticipates a return to positive growth in offline store numbers in 2024 [25][22]. Profitability Indicators - The report projects improvements in profitability metrics, with EBIT margin expected to rise to 10.1% in 2024 and net profit margin to 7.0% [22]. Valuation Metrics - The company is valued at a market capitalization of 7,970 million CNY, with a PE ratio of 18.89 for 2023, expected to decrease to 13.23 in 2024 [15][22]. Stock Performance - The stock has shown a price range of 14.27 to 27.39 CNY over the past 52 weeks, with a current price of 16.82 CNY [15]. Future Outlook - The report anticipates that the company's performance will continue to grow rapidly, supported by ongoing improvements in operational efficiency and market conditions [25][22].

Investment Rating - The report maintains a "Buy" rating for the company [2] Core Views - The company, Taiping Bird, reported its 2023 performance, which met expectations with a revenue decline of 9.4% to 7.79 billion yuan and a net profit increase of 127.1% to 422 million yuan [2][13] - The company plans to focus on "high-quality development" in 2024, emphasizing brand image upgrades, product core competitiveness, retail operation quality, and a robust supply chain [2] - Despite a weak retail environment, the company is optimistic about future growth due to strategic adjustments and improvements in profitability [2] Summary by Sections Financial Performance - In Q4 2023, revenue was 2.57 billion yuan, up 8% year-on-year, with a net profit of 210 million yuan, a 558% increase [2] - The company declared a dividend of 0.6 yuan per share, with a payout ratio of 67%, significantly up from 38% in 2022 [2] Brand Performance - Men's clothing showed better performance, while women's clothing revenue fell by 12% to 2.88 billion yuan, despite a gross margin increase of 7.5 percentage points to 56.7% [2] - The company closed 423 stores, resulting in a total of 1,458 stores, a 22% reduction [2] Channel Analysis - Direct sales channel revenue decreased by 4.3% to 3.27 billion yuan, while the average revenue per store increased by 19% to 2.64 million yuan [2] - Online sales fell by 23% to 2.09 billion yuan, with a gross margin increase of 1.9 percentage points to 44.3% [2] Profitability and Inventory Management - The gross margin improved by 5.9 percentage points to 54.1%, and the net profit margin increased by 3.3 percentage points to 5.4% [2][23] - Inventory decreased by 29% to 1.51 billion yuan, with a significant improvement in cash flow, which rose by 220% to 1.28 billion yuan [2] Future Outlook - The company expects net profits of 570 million yuan, 670 million yuan, and 750 million yuan for 2024, 2025, and 2026, respectively, with corresponding P/E ratios of 14, 12, and 11 [2][19]