证券代码：000785 证券简称：居然智家 公告编号：临 2025-061 居然智家新零售集团股份有限公司 关于实际控制人发生变更暨股东权益变动的 进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误 导性陈述或重大遗漏。 重要提示： 1、本次权益变动系居然智家新零售集团股份有限公司（以下简称"公司"） 原实际控制人汪林朋先生逝世而引发的实际控制人变更，其配偶杨芳女士通过夫 妻共同财产分割及遗产继承的方式获得公司股份，不会对公司产生重大不利影响； 2、汪林朋先生持有的中天基业 100%股权已完成工商变更手续，杨芳女士现 持有中天基业 100%股权，汪林朋先生持有的公司股份、居然控股股权、致达建 材股权的过户手续尚在办理中。 一、权益变动基本情况 公司因原实际控制人汪林朋先生逝世，其配偶杨芳女士通过夫妻共同财产分 割及遗产继承的方式获得公司股份。本次权益变动后，杨芳女士合计控制公司 2,735,620,872 股股份，占公司总股本的 43.93%，公司实际控制人由汪林朋先生 变更为杨芳女士。具体内容详见公司于 2025 年 9 月 10 日在巨潮资讯网 （http://www.c ...

Core Viewpoint - The company emphasizes the importance of market value management and outlines strategies to enhance its management effectiveness in response to stock price fluctuations influenced by macroeconomic conditions, market sentiment, and liquidity [2] Group 1: Company Strategies - The company plans to optimize and upgrade its development strategy to steadily advance various business operations, aiming to improve its operational management and enhance profitability [2] - The company intends to legally and compliantly utilize multiple market value management tools to increase shareholder returns [2] - The company is committed to improving investor communication and information disclosure to enhance value transmission [2]

Investment Rating - The investment rating for the company is "Buy" with a target price not specified [3]. Core Viewpoints - The company is accelerating its digital transformation and internationalization strategy, with significant developments in its three main initiatives: "居然设计家" (Juran Design Home), "居然智慧家" (Juran Smart Home), and "洞窝" (Dongwo) [2][3]. - The company reported a revenue of 31.3 billion yuan in Q2 2025, a decrease of 2.4% year-on-year, and a net profit of 1.2 billion yuan, down 54.0% year-on-year [1]. - For the first half of 2025, the company achieved a revenue of 64.4 billion yuan, an increase of 1.5% year-on-year, while the net profit was 3.3 billion yuan, down 45.5% year-on-year [1]. - The decline in net profit is attributed to fluctuations in the domestic economy and cyclical impacts from the real estate market, leading to increased competition in the home improvement and building materials market [1]. - The company has implemented innovative store cooperation models and improved cost control, resulting in a decrease in fixed rental costs and significant improvements in management, sales, and financial expense ratios [1]. Financial Performance Summary - In the first half of 2025, the company's leasing and franchise management business revenue was 26 billion yuan, down 19.65% year-on-year; renovation service revenue was 1 billion yuan, down 14.94% year-on-year; while product sales revenue was 36 billion yuan, up 29.49% year-on-year [1]. - The company has adjusted its profit forecast, expecting net profits of 590 million yuan, 660 million yuan, and 750 million yuan for 2025, 2026, and 2027 respectively, with corresponding P/E ratios of 30X, 27X, and 24X [3].

Core Insights - The 2025 Home Selection Brand Conference held in Beijing focused on how the home industry can break through current challenges and innovate in a competitive environment [1][9] Group 1: Industry Trends - The home industry is experiencing intensified competition, referred to as "involution," where companies must adapt to meet consumer demands while improving organizational efficiency [3][4][5] - Companies are shifting their strategies to focus on customer needs, with an emphasis on quality and innovation rather than price competition [6][7][10] Group 2: Company Strategies - Companies like Ruian Home are enhancing their service to end consumers, recognizing that consumer traffic is crucial for business success [3] - TATA Wood is addressing market pressures by optimizing supply chains and enhancing organizational efficiency to meet customer demands [3] - Shangpin Home is adopting a "whole house star-level customization" strategy, integrating various product categories to provide a high-end experience at competitive prices [4] Group 3: Innovation and Technology - Companies are leveraging technology, such as AI, to improve design processes and enhance customer experiences [4][11] - Milan Windows is focusing on safety and comfort through innovative product development, introducing a comprehensive window and door customization system [6] - KD Custom is positioning itself uniquely in the market by focusing on its core audience and maintaining a simple business model [13] Group 4: Market Expansion - Companies are exploring new market opportunities, such as Daxin Home's museum project that addresses design, experience, and product originality [12] - Mogan Mountain Board is expanding its market reach by collaborating with international institutions and establishing overseas operations [14] - Sanzi Rabbit Group is innovating its operational model by combining shared resources with traditional contracting methods to enhance efficiency [15]

Overview of Guarantee Situation - The company and its subsidiaries have approved a total guarantee limit of up to RMB 124 million for the year 2025, with a specific limit of RMB 70 million for Beijing Juran Smart Technology Co., Ltd. [2][4] - Beijing Juran Smart Technology Co., Ltd. has signed a credit limit agreement with Bank of China Beijing Dongcheng Branch for a total credit limit of RMB 8 million, with Beijing Juran Home Chain Co., Ltd. providing a joint liability guarantee [3][7] Details of the Guarantee Agreement - The guarantee is within the approved limit and has been ratified by the company's shareholders' meeting [4] - The guarantee agreement includes a supplementary agreement extending the credit usage period to December 18, 2025 [3][7] Basic Information of the Guaranteed Entity - Beijing Juran Smart Technology Co., Ltd. was established on March 22, 2016, with a registered capital of RMB 20 million [5] - As of December 31, 2024, the total assets of Juran Smart were RMB 112.99 million, with total liabilities of RMB 88.72 million and a net profit of RMB 0.82 million for the year [6] Financial Performance - As of June 30, 2025, Juran Smart's total assets increased to RMB 119.69 million, with total liabilities of RMB 94.08 million and a net profit of RMB 1.14 million for the first half of 2025 [6] Company’s Guarantee Balance - The total guarantee balance of the company and its subsidiaries amounts to RMB 493.29 million, representing 24.40% of the company's latest audited net assets [9]

居然智家新零售集团股份有限公司 关于公司及子公司 2025 年度担保的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误 导性陈述或重大遗漏。 一、担保情况概述 证券代码：000785 证券简称：居然智家 公告编号：临 2025-060 北京居然之家家居连锁有限公司（以下简称"家居连锁"）为居然智家新零 售集团股份有限公司（以下简称"公司"、"本公司"）全资子公司，北京居然 之家智能科技有限公司（以下简称"居然智能"）为家居连锁全资子公司。公司 于 2025 年 4 月 29 日、2025 年 5 月 23 日分别召开第十一届董事会第十八次会议、 第十届监事会第十七次会议、2024 年年度股东大会，审议通过了《关于公司及 子公司 2025 年度担保额度预计的议案》，同意公司及下属子公司 2025 年度提供 担保额度总计不超过人民币 124,000 万元，其中，家居连锁对居然智能提供担保 的总额度不超过 70,000 万元。 前期，居然智能由于业务发展需要，已与中国银行股份有限公司北京东城支 行（以下简称"中国银行北京东城支行"）签订《授信额度协议》，综合授信额 度为人民币 8 ...

Core Viewpoint - The company announced the progress of guarantees for the fiscal year 2025, with a total guarantee limit not exceeding 124 million yuan, indicating a strategic financial management approach [1] Group 1: Guarantee Details - The total guarantee amount for the company and its subsidiaries for 2025 is capped at 124 million yuan, with the home furnishing chain guaranteeing up to 70 million yuan for the subsidiary [1] - Recently, the subsidiary, Juran Intelligent, extended a credit line of 80 million yuan with the Bank of China, Beijing Dongcheng Branch, until December 18, 2025, with a guarantee contract supplement signed by the home furnishing chain [1] - The guarantee is within the approved limit and has been reviewed by the shareholders' meeting, with no counter-guarantee set [1] Group 2: Financial Health - Juran Intelligent, a wholly-owned subsidiary of the company, shows good operational performance based on financial indicators [1] - The current guarantee balance for the company and its controlled subsidiaries is considered reasonable [1]

Core Viewpoint - The capital market is experiencing a significant upheaval due to a surge in "detention" measures against actual controllers of listed companies, signaling governance vulnerabilities within private enterprises [1][3]. Group 1: Detention Measures and Their Impact - As of September 2025, at least 37 actual controllers, chairpersons, or senior executives of listed companies in the Shanghai and Shenzhen stock markets have faced detention measures, marking a historical high and indicating widespread governance issues across key economic sectors such as real estate, home furnishings, pharmaceuticals, and chemicals [3][5]. - The revised Supervision Law, effective June 1, 2025, extends the maximum detention period and introduces a dynamic cycle that could lead to judicial proceedings within 14 months, increasing uncertainty for corporate executives and impacting business operations [5][8]. - The majority of cases are resolved within three months, but severe penalties have also been observed, highlighting the varying outcomes of such investigations [5][8]. Group 2: Governance Issues and Regulatory Changes - Common governance issues among detained executives include concentrated power within companies, where founders often dominate decision-making, leading to ineffective independent oversight and financial processes [7][8]. - The shift in regulatory focus emphasizes a comprehensive governance approach, moving from post-event punishment to proactive prevention and accountability, targeting not just companies but also their key personnel [8][10]. - In 2024, the China Securities Regulatory Commission intensified efforts against misconduct among key personnel, with a 21% increase in cases and a 63% rise in penalties, reflecting a stricter regulatory environment [10][12]. Group 3: Market Reactions and Corporate Resilience - The detention of prominent founders has led to immediate market reactions, with companies experiencing significant declines in stock prices and loss of investor confidence, as seen with companies like居然之家, which saw a 20% drop in stock value following detention news [14][15]. - The liquidity crisis triggered by these events has forced companies to face challenges such as increased borrowing demands from banks and supply chain disruptions, further complicating their operational stability [15][16]. - Some companies, like Midea Group and Huawei, have demonstrated resilience through established crisis management protocols and governance structures that allow for smooth transitions in leadership during crises [16][17]. Group 4: Evolving Governance Dynamics - The ongoing regulatory storm is reshaping the power dynamics within Chinese enterprises, as traditional authority figures face scrutiny and potential legal consequences, leading to a re-evaluation of governance practices [18][19]. - The market's response to the detention of executives indicates a growing preference for companies with robust governance structures, as trust in leadership is increasingly tied to corporate performance and stability [18][19].

Group 1 - The resignation of the company’s board secretary, Qiu Zhe, highlights the ongoing turmoil within Red Star Macalline, reflecting the broader struggles of the home furnishing industry [1][2] - The company has faced significant leadership changes, including the resignation of its founder and general manager, Che Jianxing, amid investigations, which has contributed to a decline in performance and a forecast of substantial losses [1][2] - The home furnishing industry is experiencing a downturn due to a combination of factors, including a declining real estate market, reduced marriage rates, and a shift in consumer habits towards e-commerce [2][3] Group 2 - The article discusses strategies for board secretaries to protect themselves in a turbulent environment, emphasizing the importance of documentation and compliance [2][6] - Key strategies include careful signing of documents to create a clear record, documenting knowledge of significant events, and having a plan for orderly withdrawal from risky situations [3][4][6] - The emphasis is placed on the necessity of maintaining thorough records and evidence to safeguard against potential accountability in the face of corporate crises [7][10]

Investment Rating - The report maintains a "Recommendation" rating for the company with a target price of 3.69 CNY per share [2][8]. Core Views - The company's main business is under pressure, but the digital transformation is accelerating. The revenue for the first half of 2025 was 6.445 billion CNY, with a year-on-year growth of 1.54%, while the net profit attributable to the parent company decreased by 45.52% to 328 million CNY [2][8]. - The company is a leader in the domestic home furnishing industry, with a stable growth in its second growth curve and a successful digital transformation [8]. Financial Performance Summary - For the first half of 2025, the company achieved total revenue of 6.445 billion CNY, with a net profit of 328 million CNY and a net profit excluding non-recurring items of 364 million CNY, reflecting a year-on-year decrease of 45.52% and 46.03% respectively [2][8]. - The company expects total revenue for 2025 to be 13.575 billion CNY, with a year-on-year growth of 4.7%, and a net profit of 590 million CNY, down 23.3% from the previous year [4][8]. - The gross profit margin for the first half of 2025 was 23.8%, a decrease of 9.5 percentage points year-on-year, primarily due to the increase in the proportion of lower-margin product sales [8]. Business Segment Performance - The home furnishing main business is experiencing revenue adjustments, with rental and management services generating 2.383 billion CNY, down 21.3% year-on-year due to rent and management fee reductions for quality merchants [8]. - The shopping center business showed robust growth, achieving revenue of 1.49 billion CNY in the first half of 2025, up 17.8% year-on-year [8]. - The digital business is accelerating its transformation, with significant results from three major platforms, including "洞窝" and "居然设计家" [8]. Future Outlook - The company forecasts net profits for 2025-2027 to be 590 million CNY, 657 million CNY, and 764 million CNY respectively, with corresponding P/E ratios of 34, 31, and 26 [4][8]. - The report suggests that the company is actively promoting digital transformation, which is expected to enhance its valuation [8].