第一条 为维护居然智家新零售集团股份有限公司（以下简称"公司"或"本公司"）、股 东和债权人的合法权益，规范公司的组织和行为，根据《中华人民共和国公司法》（以下简称"《公 司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）和其他有关规定，制订本 章程。 第二条 公司前身为武汉中商集团股份有限公司，系依照《武汉市人民政府批转市体改委关 于企业试行股份制的报告的通知》（武政[1989]63 号）和其他有关规定成立的股份有限公司。 公司经武汉市经济体制改革委员会武体改[1989]78 号文批准，以募集方式设立，在武汉市 工商行政管理局注册登记，取得营业执照，统一社会信用代码：91420100177691433G。 居然智家新零售集团股份有限公司 章 程 国家体改委以体改生[1993]238 号文批准，同意本公司为规范化的股份制试点企业。1994 年按照《公司法》的规定，1996 年按照国家体改委和国家国资局的要求，公司进行了规范，依 法履行了重新登记手续。 2025 年 9 月 第一章 总则 第三条 公司于 1990 年 3 月 10 日经中国人民银行武汉市分行武银管[1990]20 号文批准， 首次向 ...

证券代码：000785 证券简称：居然智家 公告编号：临 2025-054 居然智家新零售集团股份有限公司 二〇二五年第二次临时股东大会会议决议公告 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。 特别提示： 1、本次股东大会增加临时提案的情况 居然智家新零售集团股份有限公司（以下简称"公司"或"本公司"）于 2025 年 8 月 16 日在信息披露网站巨潮资讯网（http://www.cninfo.com.cn）披露了《关于召开 2025 年第 二次临时股东大会的通知》（公告编号：临 2025-046）。2025 年 8 月 20 日，公司董事会收 到公司控股股东北京居然之家投资控股集团有限公司发出的《关于提请增加居然智家新零售 集团股份有限公司 2025 年第二次临时股东大会临时提案的函》，提议将第十一届董事会第 二十次会议审议通过的《关于补选公司第十一届董事会非独立董事的议案》《关于修改<公 司章程>的议案》，作为临时提案提交公司 2025 年第二次临时股东大会审议。详见公司于 2025 年 8 月 21 日在巨潮资讯网（http://www.cninf ...

北京市海问律师事务所 关于居然智家新零售集团股份有限公司 2025 年第二次临时股东大会的法律意见书 海问律师事务所 HAIWEN & PARTNERS 北京市海问律师事务所 地址：北京市朝阳区东三环中路 5 号财富金融中心 20 层（邮编 100020） Address：20/F, Fortune Financial Center, 5 Dong San Huan Central Road, Chaoyang District, Beijing 100020, China 电话(Tel): (+86 10) 8560 6888 传真(Fax)：(+86 10) 8560 6999 www.haiwen-law.com 北京 BEIJING 丨上海 SHANGHAI 丨深圳 SHENZHEN 丨香港 HONG KONG 丨成都 CHENGDU 致：居然智家新零售集团股份有限公司 根据《中华人民共和国证券法》、《中华人民共和国公司法》（以下合称"有 关法律"）及《居然智家新零售集团股份有限公司章程》（以下简称"公司章程"） 的规定，本所作为居然智家新零售集团股份有限公司（以下简称"公司"）的法 律顾问，应公司的 ...

Group 1 - The company reported a revenue of 6.445 billion yuan, a slight increase of 1.54% year-on-year, but the net profit attributable to shareholders plummeted by 45.52% to 328 million yuan due to a weak home furnishing market [1] - The decline in profit was primarily attributed to the company's decision to reduce rent and management fees for merchants, leading to a 19.65% drop in leasing business revenue [1] - Despite improvements in expense ratios through innovative cooperation models and cost control, the gross profit margin for merchandise sales decreased by 3.23 percentage points, negatively impacting overall profitability [1] Group 2 - The company's operating cash flow net amount was 569 million yuan, a significant drop of 46.82% year-on-year, reflecting reduced rental income and pressure on merchants' operations [1] - The efficiency of direct home furnishing stores significantly declined, with a year-on-year decrease in sales per unit area of 16.24% [2] - The company closed 2 direct sales stores and 10 franchise stores, while converting 5 direct stores to franchise models, resulting in a reduction in total store count [2] Group 3 - The company experienced a major event during the reporting period with the sudden passing of founder Wang Linpeng on July 27, who held 5.97% of the company's shares, which were previously frozen by judicial order [2] - The board of directors quickly appointed former Executive President Wang Ning as the new Chairman and CEO, a decision approved by the shareholders' meeting [2]

Core Insights - The company reported a total revenue of 6.445 billion yuan for the first half of 2025, a year-on-year increase of 1.54%, while the net profit attributable to shareholders decreased by 45.52% to 328 million yuan [1] - The second quarter revenue was 3.133 billion yuan, down 2.4% year-on-year, and the net profit for the same period fell by 53.95% to 117 million yuan [1] - The company's accounts receivable were significant, with accounts receivable accounting for 172.17% of the latest annual net profit [1] Financial Performance - Total revenue for 2024 was 6.347 billion yuan, compared to 6.445 billion yuan in 2025, reflecting a 1.54% increase [1] - Net profit for 2024 was 603 million yuan, while it dropped to 328 million yuan in 2025, showing a decline of 45.52% [1] - Gross margin decreased to 23.85% in 2025 from 33.32% in 2024, a decline of 28.43% [1] - Net margin also fell to 5.13% in 2025 from 9.59% in 2024, a decrease of 46.53% [1] - Total expenses (sales, management, and financial) amounted to 1.016 billion yuan, accounting for 15.76% of revenue, down 24.47% year-on-year [1] Business Model and Strategy - The company relies heavily on marketing-driven performance, indicating a need for careful analysis of the underlying drivers [3] - The company has been focusing on digital transformation and has made significant progress in upgrading its smart home experience centers and launching integrated experience centers [4] - The company is also expanding its overseas presence, establishing companies in North America and Singapore, and participating in global exhibitions to explore international markets [5] Future Plans - The company aims to leverage national policies to drive growth, focusing on smart home upgrades and digital management systems [4] - It is developing a smart home control system and enhancing its capabilities in various new consumer scenarios, including smart living and green low-carbon lifestyles [5]

Core Insights - The number of shareholders for the company "居然智家" decreased to 111,621 as of June 30, 2025, representing a reduction of 16,811 shareholders or 13.09% compared to March 31, 2025 [1][2] - The average number of shares held per shareholder increased from 48,500 to 55,800, with the average market value of shares held per shareholder at 170,200 yuan [1][2] - The company's stock price experienced a decline of 27.9% from March 31, 2025, to June 30, 2025, coinciding with the decrease in the number of shareholders [1][2] Shareholder Statistics - As of June 30, 2025, the average number of shareholders in the general retail industry was 57,000, indicating that "居然智家" has a higher number of shareholders than the industry average [1] - The average market value of shares held by shareholders in the general retail industry was 169,300 yuan, which is slightly lower than that of "居然智家" [1] - The company saw a net outflow of 660 million yuan from major funds and a net outflow of 239 million yuan from speculative funds, while retail investors contributed a net inflow of 899 million yuan during the same period [2]

Core Viewpoint - The company reported a revenue of 6.445 billion yuan for the first half of 2025, reflecting a year-on-year growth of 1.54%, while the net profit attributable to shareholders decreased by 45.52% to 328 million yuan, primarily due to intensified competition in the home furnishing market and support measures for merchants [11][30]. Company Overview - The company is a leading comprehensive home furnishing channel operator in China, recognized for its extensive offline retail network and ranked second in the "2024 China Chain TOP100" list [4][5]. - The company has pioneered digital transformation in the home furnishing industry, establishing three major digital platforms: "Homestyler," "Smart Home," and "Dongwo" [5][8]. Business Operations - The company operates a chain of home furnishing stores through both direct and franchise models, with a total of 399 stores across 30 provinces and regions as of June 30, 2025 [5][6]. - The direct operation model primarily utilizes leased properties, with 76 direct stores, of which 17 are owned and 59 are leased [6]. - The franchise model allows partners to use the company's brand and resources, with revenue generated from operational fees and brand usage fees [7]. Financial Performance - The company reported a net profit of 328 million yuan for the first half of 2025, a decline of 45.52% year-on-year, attributed to economic fluctuations and increased market competition [11]. - The company implemented cost control measures, resulting in improved management and sales expense ratios [11]. Asset Impairment - The company recognized an asset impairment provision of approximately 87.7 million yuan for the first half of 2025, reflecting a cautious approach to financial reporting [25][30]. - The impairment provision included various categories such as accounts receivable and long-term receivables, with specific amounts detailed for each category [27][30]. Strategic Initiatives - The company is focusing on digital innovation and smart home solutions to enhance customer experience and operational efficiency [5][8]. - The company is expanding its shopping center business as a second growth curve, with several centers already operational in key cities [9].

Company Summary - Juran Smart Home (SZ 000785) announced on August 30 that it made a total asset impairment provision of approximately RMB 87.7 million for the first half of 2025, with a reversal and write-off of asset impairment provisions amounting to approximately RMB 140,000, resulting in a decrease of approximately RMB 87.57 million in the total profit of the consolidated financial statements for the first half of 2025 [1] - For the period from January to June 2025, the revenue composition of Juran Smart Home was as follows: 56.34% from product sales, 40.34% from leasing and franchise management services, and 1.61% from renovation services [1] Industry Summary - The domestic first A-level car exhibition is set to open in the second half of the year, featuring nearly 120 brands and 1,600 vehicles, indicating a competitive landscape in the southwest region of the automotive market [1] - The emergence of new energy vehicles is expected to reshape the automotive market dynamics, referred to as the "third pole" of new energy [1]

Core Viewpoint - The company reported a slight increase in revenue but a significant decline in net profit for the first half of 2025 compared to the previous year [1] Financial Performance - The company's operating revenue reached 6.445 billion yuan, reflecting a year-on-year growth of 1.54% [1] - The net profit attributable to shareholders was 328 million yuan, showing a year-on-year decrease of 45.52% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 364 million yuan, down 46.03% year-on-year [1] - Basic earnings per share were reported at 0.05 yuan [1]

Core Insights - The company reported a revenue of 6.445 billion yuan for the first half of 2025, representing a year-on-year increase of 1.54% [1] - The net profit attributable to shareholders was 328 million yuan, a decline of 45.52% year-on-year, while the net profit after deducting non-recurring items was 364 million yuan, down 46.03% year-on-year [1] - The basic earnings per share stood at 0.05 yuan, with a weighted average return on equity of 1.61% [1] Financial Performance - The gross profit margin for the first half of 2025 was 23.85%, down 9.47 percentage points year-on-year, while the net profit margin was 5.13%, a decrease of 4.46 percentage points compared to the same period last year [1] - In Q2 2025, the gross profit margin was 21.00%, down 8.98 percentage points year-on-year and 5.53 percentage points quarter-on-quarter, with a net profit margin of 3.48%, down 4.45 percentage points year-on-year and 3.21 percentage points quarter-on-quarter [1] Expense Analysis - Total operating expenses for the first half of 2025 were 1.031 billion yuan, a decrease of 308 million yuan year-on-year, with an expense ratio of 15.99%, down 5.10 percentage points year-on-year [2] - Sales expenses decreased by 23.10%, management expenses fell by 27.95%, while R&D expenses increased by 3.77%, and financial expenses decreased by 21.27% [2] Shareholder Information - As of the end of the first half of 2025, the total number of shareholders was 111,600, a decrease of 16,800 from the end of the previous quarter, representing a decline of 13.09% [2] - The average market value per shareholder decreased from 205,100 yuan at the end of the previous quarter to 170,200 yuan, a decline of 17.04% [2] Business Overview - The company, established on April 25, 1990, and listed on July 11, 1997, operates in various sectors including chain home furnishing stores, shopping centers, digital and smart businesses, and smart logistics [2] - The main revenue sources are product sales (48.77%), rental and management services (42.73%), franchise management (3.34%), other services (3.14%), and renovation services (2.03%) [2] - The company is categorized under the retail industry, specifically in general retail and commercial property management, and is associated with concepts such as duty-free, new retail, and low-price stocks [2]