| 证券代码：603898 | 证券简称：好莱客 | 公告编号：2025-027 | | --- | --- | --- | | 债券代码：113542 | 债券简称：好客转债 | | 广州好莱客创意家居股份有限公司 2024年年度权益分派实施公告 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： 每股分配比例 A 股每股现金红利0.078元 相关日期 2. 分派对象： 3. 分配方案： | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2025/6/12 | － | 2025/6/13 | 2025/6/13 | 差异化分红送转： 否 一、通过分配方案的股东大会届次和日期 本次利润分配方案经公司2025 年 5 月 20 日的2024年年度股东大会审议通过。 二、分配方案 1. 发放年度：2024年年度 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任 公司上海分公司（以下简称" ...

Core Viewpoint - The strategic partnership between Haoleke's subsidiary HeMi Technology and Jixiang Technology aims to innovate IoT communication technology in the smart home sector, focusing on the development of TPUNB technology to promote domestic IoT solutions [1][4]. Group 1: Company Collaboration - HeMi Technology was established in March this year by Haoleke, Haotaitai, and Fengzhushou, focusing on innovative technology in the smart home field [3]. - The collaboration will integrate Jixiang Technology's communication technology with HeMi Technology's smart home resources to develop TPUNB technology [4]. - The partnership is expected to leverage both companies' strengths, with HeMi Technology providing a smart home product matrix and Jixiang Technology offering advanced IoT communication capabilities [4]. Group 2: Technology Development - TPUNB technology represents a comprehensive IoT narrowband communication system designed from the physical layer to the platform layer, featuring low power consumption and high security [4]. - Jixiang Technology utilizes a proprietary low-power wide-area IoT technology for ultra-long-distance wireless transmission, breaking foreign technology monopolies and achieving independent innovation in China [3][4]. - The collaboration aims to create a secure IoT private network that supports numerous sensing terminals with ultra-low power connections, enhancing the smart home experience [4]. Group 3: Market Impact - The strategic cooperation is anticipated to drive innovation and application of smart home IoT technology, meeting the diverse needs of consumers [4]. - The partnership seeks to create a new ecosystem of interconnected devices, enhancing the overall market landscape for smart home solutions [4].

Group 1 - The company will stop the conversion of its convertible bonds, "Hao Ke Convertible Bonds," from June 5, 2025, until the equity distribution registration date [1][2] - The board of directors approved a cash dividend distribution of 0.078 yuan per share (including tax) based on the total share capital registered on the equity distribution registration date [1][2] - The company will announce the implementation of the equity distribution and the adjustment of the conversion price for "Hao Ke Convertible Bonds" on June 6, 2025 [2] Group 2 - Holders of "Hao Ke Convertible Bonds" can convert their bonds into shares until June 4, 2025, to enjoy the equity distribution [2] - The company will adjust the conversion price of "Hao Ke Convertible Bonds" according to the terms outlined in the bond issuance prospectus after the equity distribution [2]

| 证券代码：603898 | 证券简称：好莱客 | 公告编号：2025-025 | | --- | --- | --- | | 债券代码：113542 | 债券简称：好客转债 | | 广州好莱客创意家居股份有限公司实施 2024 年年度权 益分派时"好客转债"停止转股的提示性公告 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： 证券停复牌情况：适用 因实施权益分派期间"好客转债"停止转股,公司的相关证券停复牌情况如下： | 证券代码 | 证券简称 | 停复牌类型 | 停牌起始日 | 停牌期间 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | --- | --- | | 113542 | 好客转债 | 可转债转股停牌 | 2025/6/5 | | | | 一、权益分派方案的基本情况 2025 年 4 月 25 日，经广州好莱客创意家居股份有限公司（以下简称"公司"） 第五届董事会第二十一次会议审议，同意公司以实施 2024 年度权益分派股权登记 日登记的总股本为基数 ...

Meeting Overview - The annual general meeting was held on May 20, 2025, at the Haolaike Creative Center in Guangzhou [1] - The meeting was convened by the board of directors and chaired by Mr. Shen Hanbiao, with a combination of on-site and online voting [1][2] - Attendance included 4 out of 5 current directors, 2 out of 3 supervisors, and all senior executives [2][3] Resolutions Passed - The following reports were approved: - 2024 Board of Directors Work Report [2] - 2024 Supervisory Board Work Report [2] - 2024 Financial Settlement Report [3] - 2024 Annual Report Full Text and Summary [3] - 2024 Profit Distribution Proposal [3] - Approval of 2024 compensation for directors and senior management, including: - Mr. Shen Hanbiao, Mr. Shen Junyu, Mr. Guo Liming, Ms. Li Shenglan, and Ms. Yuan Yinghong [3][4] - Approval of 2025 compensation standards for directors and supervisors [4] - A three-year shareholder dividend return plan for 2025-2027 was also approved [4] Legal Compliance - The meeting's procedures, participant qualifications, and voting processes were confirmed to comply with legal regulations and the company's articles of association [6][8]

| 证券代码：603898 | 证券简称：好莱客 | 公告编号：2025-024 | | --- | --- | --- | | 债券代码：113542 | 债券简称：好客转债 | | 广州好莱客创意家居股份有限公司 2024年年度股东大会决议公告 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。 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 20 日 (二) 股东大会召开的地点：广州市天河区科韵路 18 号好莱客创意中心会议室 (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 | 59 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 210,029,161 | | 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 | 67.4717 | | 份总数的比例（%） | | (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。 (一) 非累 ...

广州市天河区天河路 101 号兴业银行大厦 13 楼 电话：8620-38219668 传真：8620-38219766 国信信扬律师事务所 关于广州好莱客创意家居股份有限公司 2024 年年度股东大会的法律意见书 国信信扬法字（2025)0066 号 致：广州好莱客创意家居股份有限公司 国信信扬律师事务所（以下简称"本所"）受广州好莱客创意家居股份有限公 司（以下简称"公司"）委托，指派朱宝成律师、蓝瑶瑶律师（以下简称"本所律 师"）对公司召开的 2024 年年度股东大会（以下简称"本次股东大会"）进行见证。 本所律师根据《中华人民共和国公司法》（以下简称《公司法》）、中国证监会 《上市公司股东会规则》等法律法规、规范性文件和《公司章程》的规定，出具 本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1、公司现行有效的《公司章程》； 2、公司于 2025 年 4 月 29 日刊登于上海证券交易所网站(www.sse.com.cn) 的《广州好莱客创意家居股份有限公司第五届董事会第二十一次会议决议公告》； 3、公司于 2025 年 4 月 29 日刊登于上海证券交易所网站( ...

Core Viewpoint - The real estate market is entering a post-cycle phase, with new home sales and revenue declining significantly, leading to a softening in home consumption and increased demand for renovation in the secondary market [1] Group 1: 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 the sales revenue totaled 96,750 billion yuan, down 17.1% [1] - Residential sales area and revenue fell by 14.1% and 17.6% respectively compared to 2023 [1] Group 2: Company Financials - The net cash flow from operating activities for nine major companies totaled 8.724 billion yuan, a decline of 21.4% from 2023, with nearly 80% of companies experiencing a decrease [2] - Gold Medal Home's net cash flow from operating activities dropped by 40.7%, significantly higher than the declines in revenue and net profit [3] Group 3: Contract Liabilities and Receivables - Approximately two-thirds of the nine companies saw an increase in contract liabilities, indicating a potential recovery in end-demand [5] - Gold Medal Home's contract liabilities surged by 150.3% to 485 million yuan compared to 2023 [5] - PIANO's accounts receivable plummeted by 59.4% to 209 million yuan, with the lowest turnover rate among the nine companies [6] Group 4: Financial Ratios - The average asset-liability ratio for the nine custom home companies was approximately 49.6%, a slight increase of 0.6% from 2023 [9] - Gold Medal Home had the lowest asset-liability ratio at 34.3%, up 2.3% year-on-year [9] - PIANO reduced its asset-liability ratio by 2.3 percentage points due to decreased operational liabilities and asset scale [9]

Core Insights - The real estate market in China is experiencing a downturn, with new residential property sales area dropping by 12.9% and sales revenue decreasing by 17.1% in 2024 compared to 2023 [1] - The custom home furnishing industry is facing challenges due to the sluggish real estate market, leading to a significant decline in revenue for major companies [2][5] Group 1: Industry Performance - In 2024, the total revenue of nine major custom home furnishing companies fell to 47.195 billion yuan, a decrease of 15.2% year-on-year [1] - The top revenue-generating company, Oppein Home, reported 18.925 billion yuan, contributing approximately 40% of the total revenue [1] - The revenue decline was most pronounced for PIANO, which saw a 32.7% drop, while Gold Medal Home experienced the smallest decline of less than 5% [1][2] Group 2: Quarterly Performance - In Q1 2024, about two-thirds of custom home furnishing companies maintained revenue growth, with companies like Sophia and Gold Medal Home achieving over 10% year-on-year growth [2] - By Q2 and Q3, the impact of the real estate downturn became evident, with four companies reporting revenue declines exceeding 20% in Q2, and this proportion increased to 77.8% in Q3 [2] - In Q4, while some companies managed to stabilize their revenue through strategic adjustments, others, particularly smaller firms, continued to see worsening performance [2] Group 3: Product Segment Performance - In 2024, Oppein Home's cabinet revenue was 5.450 billion yuan, which was 2.3 times that of the second-ranked Zhijia Home, despite a year-on-year decline of 22.5% [5][7] - Gold Medal Home was the only company to report growth in wardrobe revenue, increasing by 1.4% to 1.059 billion yuan [5][6] - The overall performance in the wood door segment was mixed, with Gold Medal Home achieving a revenue increase of 1.8%, while Oppein Home's wood door revenue fell by 17.7% [6][7] Group 4: Sales Channels - The majority of custom home furnishing companies experienced a reduction in the number of stores, with Oppein Home having 7,813 stores, nearly double that of Zhijia Home [8] - Gold Medal Home had the smallest reduction in store count, with only 23 stores closed, but its direct sales revenue plummeted by 89.6% [8][10] - The large-scale business segment saw a general contraction, with only Gold Medal Home reporting an increase in revenue [9] Group 5: International Expansion - Several companies, including Oppein Home and Zhijia Home, have made significant strides in international markets, with overseas revenue increasing by nearly 37% on average [9] - Oppein Home's global sales network now covers 146 countries and regions, while Zhijia Home has expanded to 15 countries including Australia and the USA [9]

Core Insights - The overall performance of nine listed custom home furnishing companies in 2024 has been under pressure, with significant fluctuations in both revenue and profit [1][2] Revenue Summary - Oppein Home remains the industry leader with a revenue of 18.925 billion, but it has seen a year-on-year decline of 16.93%, marking a recent low [1][2] - Gold Medal Home showed resilience with a revenue decline of only 4.68% [1][2] - Other companies experienced double-digit revenue declines, with PIANO facing the largest drop at 32.68% [1][2] Profit Summary - Only Sophia achieved a year-on-year profit growth of 8.69%, while other companies generally faced profit declines or losses [1][3] - Shangpin Home, PIANO, and Dinggu Jichuang reported net losses of 215 million, 375 million, and 175 million respectively, with loss margins expanding significantly [1][3] Company-Specific Performance - Oppein Home's net profit was 2.599 billion, down 14.38% year-on-year, while it continues to advance its "retail home furnishing" strategy [2][3] - Sophia's revenue was 10.494 billion, down 10.04%, but it managed to maintain profitability with a net profit of 1.371 billion [3] - Zhibang Home reported a revenue of 5.258 billion, down 14.04%, and a net profit of 385 million, down 35.23% [3] - Gold Medal Home's revenue was 3.475 billion, down 4.68%, with a net profit of 199 million, down 31.76% [4] - Haolaike's revenue was 1.910 billion, down 15.69%, with a net profit of 89 million, down 62.93% [4] - Wole Home's revenue was 1.432 billion, down 16.29%, with a net profit of 121 million, down 22.50% [4] - PIANO's revenue was 0.886 billion, down 32.68%, with a net loss of 375 million, expanding by 535.88% [5] - Dinggu Jichuang's revenue was 1.027 billion, down 20.06%, with a net loss of 175 million, expanding by 982.54% [5] Industry Outlook - Despite the overall pressure in the custom home furnishing industry in 2024, there is potential for moderate recovery in 2025 due to ongoing policy optimizations in the real estate sector and the release of demand for home renovations [5]