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 2024 年年度股东大会的法律意见书 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，北京市海问律师事务所（以下简称"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，应公司的要求，指派律师列席 公司于 2025 年 5 月 23 日召开的 2024 年年度股东大会（以下简称"本次会议"） 现场会议，对本次会议召开的合法性进行见证，并依法出具本法律意见书。 2025 年 4 月 29 日，公司召开第十一届董事会第十八次会议，审议通过《关 于提请召开公司 2024 年年度股东大会的议案》。2025 年 4 月 30 日，公司于巨潮 资讯网（www.cninfo.com.cn）以及《中国证券报》、《证券时报》、《上海证券报》 上刊登了《居然智家新零售集团股份有限公司关于召开 2024 年年度股东大会的 通知》（以下简称"会议通知"），对本次会议召开的时间、地点、方式、审议事 项、有权出席本次 ...

Group 1: 2024 Performance Overview - In 2024, the company achieved a market sales (GMV) of 122.2 billion yuan, a year-on-year increase of 3.9% [1] - The operating revenue was 12.966 billion yuan, a year-on-year decrease of 4.04% [1] - The net profit attributable to shareholders was 769 million yuan, down 40.83% year-on-year [1] - The net profit after deducting non-recurring gains and losses was 890 million yuan, a decrease of 27.62% year-on-year [1] Group 2: Business Transformation Highlights - The company rebranded from "居然之家" to "居然智家" on December 9, 2024, gaining recognition from various sectors [2] - The home furnishing main business showed resilience, ensuring overall health and stability [2] - The company opened 16 smart home experience centers and 4 integrated stores [3] Group 3: Digital Transformation Achievements - The global registered user count for "居然设计家" exceeded 18 million, a year-on-year increase of 21.9% [3] - The number of design cases surpassed 38.5 million, up 17.8% year-on-year [3] - The model count exceeded 12.44 million, a growth of 28.6% year-on-year [3] Group 4: Sales and Store Expansion - In 2024, 33 new stores were opened, achieving sales of over 6.33 billion yuan, a year-on-year increase of 43.4% [4] - The first integrated store opened in 2023 generated over 168 million yuan in sales [4] - The company has over 300 cooperative brands and 150 stores across 15 provinces [4] Group 5: International Expansion Efforts - The company opened two stores in Cambodia and Macau, achieving over 97% occupancy [5] - "居然设计家" launched 13 design tool languages and added over 140 payment channels for international users [5] - The number of overseas annual paid users increased by 80.2% [5] Group 6: Future Outlook and Strategies - The 2025 plan focuses on leveraging digital transformation advantages to stabilize and break through in the home furnishing main business [6][7] - The company aims to enhance sales through a comprehensive online and offline marketing system [7] - Plans to open at least 30 new stores and 25 new locations in 2025, including one overseas [22] Group 7: Measures to Address Profit Decline - The company is focusing on sales and recruitment to stabilize the home furnishing main business [19] - Adjustments in the chain development model to enhance franchise management quality [19] - Strengthening cash flow management and controlling capital expenditures [19] Group 8: Industry Outlook - Future industry growth is expected to be driven by multi-dimensional policy support and digital transformation [20] - The internationalization and collaboration within the supply chain will enhance the overall level and resilience of the home furnishing industry [20]

Group 1: Financial Support and Economic Policies - The People's Bank of China emphasizes the implementation of a moderately loose monetary policy to meet the financing needs of the real economy and maintain reasonable growth in financial totals [2] - The meeting highlighted the need to support key areas such as technological innovation, consumption, small and micro enterprises, and stabilizing foreign trade [2] - The National Development and Reform Commission plans to implement most employment and economic stabilization policies by the end of June [8] Group 2: Fiscal Revenue and Taxation - From January to April, the national general public budget revenue reached 80,616 billion yuan, a year-on-year decrease of 0.4%, with the decline narrowing by 0.7 percentage points compared to the first quarter [3] - In April, tax revenue increased by 1.9% year-on-year, marking the first month of positive growth this year [4] - The securities transaction stamp duty for January to April was 53.5 billion yuan, a year-on-year increase of 57.8% [5] Group 3: Energy Consumption - In April, the total electricity consumption reached 7,721 billion kilowatt-hours, a year-on-year increase of 4.7% [6] - From January to April, total electricity consumption was 31,566 billion kilowatt-hours, with a year-on-year growth of 3.1% [6] Group 4: Automotive Industry - In the first four months, the top ten car manufacturers sold 2.502 million vehicles, accounting for 68.7% of total car sales [11] - Among these manufacturers, BYD, Geely, SAIC-GM-Wuling, and FAW saw varying degrees of sales growth compared to the same period last year [11] Group 5: IPv6 Deployment - The Central Cyberspace Affairs Commission, National Development and Reform Commission, and Ministry of Industry and Information Technology aim to establish a leading global IPv6 technology and application system by the end of 2025 [12] - The target includes reaching 850 million active IPv6 users and 1.1 billion IoT IPv6 connections [12]

Group 1 - The core viewpoint of the articles highlights the challenges faced by the home appliance industry, including a shift towards brand concentration and the struggles of small to medium enterprises amid a cooling consumer market [2][3] - The 618 shopping festival has become a stage for leading appliance brands, with overall market activity being subdued and promotional events returning to a normalized state [2] - The home appliance sector is experiencing significant changes, including leadership changes in major small appliance companies like Midea, Supor, and Joyoung, indicating operational challenges and the need for strategic adjustments [8] Group 2 - The home appliance industry is undergoing a standardization push, with 10 new industry standards set to be implemented by November 2025, focusing on quality upgrades and technological innovation [4] - The recent adjustment of tariffs between China and the U.S. is seen as a potential turning point for appliance companies, allowing for increased cross-border trade and production acceleration [5][6] - The after-sales service sector is being enhanced, with 105 leading service companies recognized, including Haier and Midea, reflecting a growing emphasis on service quality in the appliance market [7] Group 3 - Midea is actively pursuing acquisitions to strengthen its market position, including the purchase of Teka Group and strategic agreements with other companies to enhance its capabilities in the HVAC sector [10] - Haier and Hisense are launching innovative products aimed at improving consumer health and sleep quality, with Haier's "washing air" air conditioner and Hisense's new air conditioning solutions [11][12] - The financial performance of companies like Aucma has deteriorated, with a reported loss in 2024, highlighting the operational uncertainties faced by traditional appliance manufacturers [13] Group 4 - TCL has achieved significant market success during the 618 event, securing multiple top rankings in sales, showcasing the effectiveness of its product strategy focused on high-end and large-screen technology [14] - Samsung is expanding its presence in the HVAC market through a major acquisition, while Panasonic is selling "slightly flawed" appliances at discounted prices, indicating a strategic shift in product offerings [15] - Sony and Sharp are facing operational challenges, with Sony projecting a decline in revenue for the upcoming fiscal year and Sharp announcing the sale of its LCD panel factory due to poor performance [16]

Core Viewpoint - The home furnishing market, referred to as "landlords" in the industry, is facing increasing challenges due to a downturn in the real estate sector, leading to saturated markets and high operational costs, which dilute profits [1] Group 1: Market Performance - The building materials and home furnishing market in China experienced a sales decline of 3.85% in 2024, with total sales amounting to 1.49 trillion yuan [2] - The market area for large-scale building materials and home furnishing has seen negative growth for three consecutive years, with a decrease from 23,093 million square meters in 2022 to 20,495 million square meters in 2024, reflecting a decline of 9.55% [5] Group 2: Company Revenue and Profitability - Major listed companies in the home furnishing sector, including Red Star Macalline, Juran Smart Home, and Fusenmei, all reported revenue declines in 2024, with the most affected company experiencing a 32.08% drop [9] - Fusenmei, despite having a smaller revenue scale, achieved a net profit of 6.90 billion yuan, with a net profit margin of 49.14%, outperforming its peers [12][15] Group 3: Cost Structure and Debt Levels - Red Star Macalline and Juran Smart Home faced significant net profit declines due to high operational costs, with Red Star's total operating cost reaching 8.21 billion yuan and a total cost rate of 105% [16] - Fusenmei maintained a strong profitability largely due to effective cost control, with total operating costs of only 6.33 billion yuan, representing 44.30% of total revenue [18] - Juran Smart Home has a high interest-bearing debt ratio of 71.83%, indicating a significant portion of its debt incurs interest [22] Group 4: Asset Management and Future Strategies - Red Star Macalline's investment properties accounted for over 80% of its total assets, while Fusenmei operated with a lighter asset model, with investment properties making up only 28.28% of its total assets [28] - Companies are adopting various strategies to address operational challenges, including transitioning to a "light asset, heavy operation" model and enhancing digital recruitment systems to improve efficiency [32][34]

继居然智家董事长汪林朋之后，又一家居龙头企业创始人被留置。 4月2 9日，美凯龙公布2 0 2 5年一季报，公司营业收入为1 6 . 2亿元，同比下降2 3 . 5%；归母净利润自去年同期亏损3 . 7 2亿 元变为亏损5 . 1 3亿元，亏损额进一步扩大；扣非归母净利润自去年同期亏损1 . 1 9亿元变为亏损2 . 1 8亿元，亏损额进一步 扩大；经营现金流净额为- 1 . 1 2亿元，同比增长3 8 . 1%；EPS(全面摊薄)为- 0 . 11 7 9元。 截至一季度末，公司总资产11 6 5 . 3 3亿元，较上年度末增长0 . 3%；归母净资产为4 5 9 . 2 2亿元，较上年度末下降1 . 2%。 红星美凯龙创始人车建兴，被立案调查并留置 5月1 3日晚间，美凯龙公告称， 公司董事兼总经理车建兴近日收到云南省监察委员会电话通知，对其立案调查并实施留 置措施。 目前，公司其他董事、监事和高级管理人员均正常履职，公司组织架构及内部控制机制完善，董事会运作正常。公司控 制权未发生变化。 为保证公司日常经营工作顺利进行，由董事长李玉鹏代行总经理全部职责。公司日常经营情况正常，上述事项不会对公 司日常经营 ...

证券代码：000785 证券简称：居然智家 公告编号：临2025-034 居然智家新零售集团股份有限公司 关于举办2024年度业绩说明会的公告 本公司及除董事长汪林朋先生外的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。 居然智家新零售集团股份有限公司（以下简称"公司"）已于 2025 年 4 月 30 日在巨潮资讯网上披露《2024 年年度报告》及《2024 年年度报告摘要》。为便于 广大投资者更好地了解公司经营业绩、发展战略等情况，公司定于 2025 年 5 月 21 日（星期三）15:00-17:00 举办 2024 年度业绩说明会，与投资者进行沟通和 交流，广泛听取投资者的意见和建议。 一、说明会召开的时间、地点和方式 会议召开时间：2025 年 5 月 21 日（星期三）15:00-17:00 网络互动地址：价值在线（www.ir-online.cn） 二、参加人员 董事、执行总裁王宁先生（代行董事长、CEO 职责），董事、副总裁李杰先生， 独立董事王峰娟女士，副总裁朱蝉飞女士，副总裁何勇先生，副总裁方予之先生， 财务总监杨帆女士，董事会秘书王建亮先生（如遇 ...

在实控人被留置13天，并且进行了一次年报延期之后，居然智家（000785）终于在4月末公布了2024年 的业绩。 财报显示，居然智家去年营收约为129.66亿元，同比下降4.04%；归属上市公司股东净利润7.69亿元， 同比大降40.83%；经营活动产生的现金流量净额约为26.35亿元，同比下降31.31%；总资产缩水7.46%， 降至496.75亿元。 作为国内头部的家居卖场，居然之家在去年12月更名为"居然智家"，主要强调公司从传统家居卖场到智 能家居体验中心的转型升级，因此这也是居然智家更名后的首份业绩报，但同时也成为近3年最差业 绩。 今年以来，这一下滑趋势并未得到太多好转。根据同期公布的今年一季度财报，除了营收有所上升，达 到约33.12亿元，公司其他核心业绩指标均呈现下滑。 其中，归属上市公司股东净利润同比下滑39.39%，降至约2.12亿元；归属上市公司股东扣非后净利润同 比下滑42.84%，降至约2.13亿元；经营活动产生的现金流量净额降至1.84亿元，同比下滑42.2%；总资 产较去年末有0.65%的缩水。 就在今年4月17日晚间，居然智家实控人、董事长兼CEO汪林朋被武汉市江汉区监察委留置 ...

Investment Rating - The investment rating for the company is "Buy" [7][21]. Core Views - The company has shown impressive performance in its digital transformation and is awaiting the release of efficiencies from its main business adjustments [4]. - In 2024, the company achieved a revenue of 12.97 billion yuan, a year-on-year decrease of 4.04%, and a net profit attributable to shareholders of 770 million yuan, down 40.8% year-on-year [3]. Financial Performance Summary - The leasing and management business generated a revenue of 5.54 billion yuan, down 13.8% year-on-year, while the franchise management business earned 430 million yuan, down 15.0% year-on-year, primarily due to rental and management fee reductions to support merchants [5]. - The product sales business achieved a revenue of 6.3 billion yuan, an increase of 13.8% year-on-year, with the company's smart home segment generating over 6.33 billion yuan in sales, a growth of 43.4% year-on-year [6]. - The gross profit margin for 2024 was 27.35%, a decrease of 6.8 percentage points year-on-year, influenced by rental reductions [6]. - The company expects net profits for 2025-2027 to be 840 million yuan, 930 million yuan, and 1.03 billion yuan, respectively, with growth rates of 9.3%, 10.1%, and 11.1% [7]. Strategic Initiatives - The company is actively innovating its market strategies, including a new store cooperation model and a "one store, two systems" recruitment strategy, which has improved recruitment rates by 5.3% [5]. - The company has expanded its digital marketing services and international presence, opening two stores in Cambodia and Macau, achieving a recruitment rate of over 97% [6]. Valuation Metrics - The current stock price corresponds to a PE ratio of 24X for 2025 [7]. - The company maintains a debt-to-asset ratio of 57.07% and a net asset value per share of 3.28 yuan [7].

Core Viewpoint - The consumption market in Linyi City showed strong vitality during the May Day holiday, with sufficient supply, stable prices, and vibrant new consumption scenarios, reflecting the release of consumption potential [1] Group 1: Market Monitoring and Supply Assurance - Linyi City's Business Bureau implemented measures to ensure consumer demand during the holiday, including market monitoring and supply of essential goods [3] - The monitoring platform indicated that retail prices for essential goods remained stable, with a 3.2% decrease in egg prices and a 1.4% decrease in vegetable prices, while fruit prices increased by 2.5% [3] - Essential goods such as grains, oils, meats, and vegetables were adequately supplied, contributing to a stable and orderly market [3] Group 2: Sales Performance - During the holiday, 47 monitored retail enterprises in Linyi achieved total sales of 366.03 million yuan, a year-on-year increase of 7.9%, while 5 monitored catering enterprises reported revenues of 679,700 yuan, up 27.4% [3][4] - The "trade-in" policy significantly boosted sales, with automotive sales reaching 223.14 million yuan, up 8.46%, and home appliances sales increasing by 45.05% [4] Group 3: Promotional Activities and Consumer Engagement - Linyi organized over 30 promotional activities focusing on "trade-in" and seasonal consumption, expected to drive consumption by over 900 million yuan [4] - Various shopping malls and enterprises launched promotional events, including discounts and group purchases, leading to a 120% increase in foot traffic and a 115% increase in sales at the Wanxianghui shopping center [7] - Cultural and tourism activities, such as the "Twelve Flower Gods Parade" and immersive performances, attracted over 100,000 visitors in a single day, enhancing the holiday experience for consumers [7]