Important Notice, Table of Contents, and Definitions [Important Notice](index=2&type=section&id=Important%20Notice) The company's board, supervisory board, and senior management guarantee the semi-annual report's truthfulness and completeness, with all directors attending and a 4.5 Yuan (tax inclusive) cash dividend per 10 shares proposed - The company's board of directors, supervisory board, and senior management guarantee the **truthfulness, accuracy, and completeness** of the semi-annual report, assuming individual and joint legal responsibility for no false statements, misleading representations, or major omissions[5](index=5&type=chunk) - Company head Wang Bingkun, chief accountant Deng Yonghui, and head of accounting department Deng Yonghui declare the financial report's **truthfulness, accuracy, and completeness**[5](index=5&type=chunk) 2025 Semi-Annual Profit Distribution Plan | Indicator | Amount/Description | | :--- | :--- | | Cash dividend per 10 shares (tax inclusive) | 4.5 Yuan | | Bonus shares | 0 shares | | Capital reserve to share capital | No transfer | [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section outlines the report's overall structure, covering nine main chapters including important notices, company profile, management discussion, corporate governance, significant matters, share changes, bond information, financial reports, and other submitted data - The report contains nine main chapters, covering comprehensive information on company operations, finance, governance, and significant matters[7](index=7&type=chunk) [List of Reference Documents](index=4&type=section&id=List%20of%20Reference%20Documents) This section lists reference documents, including the original report signed by the legal representative, financial statements, publicly disclosed documents, and other relevant files, all available at the company's securities department - Reference documents include the original report signed by the legal representative, financial statements, publicly disclosed documents, and other relevant files[9](index=9&type=chunk) - All reference documents are stored at the company's securities department[10](index=10&type=chunk) [Definitions](index=5&type=section&id=Definitions) This section defines key terms and abbreviations used in the report, covering company name, reporting period, currency units, subsidiary names, industry organizations, and terminology for clear understanding - The reporting period is defined as **January 1, 2025, to June 30, 2025**[11](index=11&type=chunk) - Mousse Co., Ltd. refers to Mousse Healthy Sleep Co., Ltd[11](index=11&type=chunk) - Definitions are provided for multiple subsidiaries, industry organizations (e.g., CSIL, Statista, Euromonitor International), and industry terms (e.g., JIT, VMI, KOL, C2M, O2O, IOT)[11](index=11&type=chunk) Company Profile and Key Financial Indicators [Company Profile](index=6&type=section&id=Company%20Profile) This section provides basic company information, including stock ticker, code, listing exchange, Chinese and English names, and legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Mousse Co., Ltd. | | Stock Code | 001323 | | Stock Exchange | Shenzhen Stock Exchange | | Chinese Name | 慕思健康睡眠股份有限公司 | | Legal Representative | Wang Bingkun | [Contact Person and Information](index=6&type=section&id=Contact%20Person%20and%20Information) This section provides contact information for the company's board secretary and securities affairs representative, including name, address, phone, fax, and email Company Contact Information | Position | Name | Phone | Email | | :--- | :--- | :--- | :--- | | Board Secretary | Deng Yonghui | 0769-85035088 | derucci-2021@derucci.com | | Securities Affairs Representative | Yang Nana | 0769-85035088 | derucci-2021@derucci.com | [Other Information](index=6&type=section&id=Other%20Information) This section states that the company's contact information, information disclosure, and document storage locations, along with other relevant data, remained unchanged during the reporting period, with details available in the 2024 annual report - The company's registered address, office address, website, and email remained unchanged during the reporting period[15](index=15&type=chunk) - Information disclosure and document storage locations remained unchanged during the reporting period[16](index=16&type=chunk) [Key Accounting Data and Financial Indicators](index=7&type=section&id=Key%20Accounting%20Data%20and%20Financial%20Indicators) This section discloses the company's key accounting data and financial indicators for H1 2025, showing year-on-year decreases in operating revenue and net profit attributable to shareholders, with a significant drop in net cash flow from operating activities Key Accounting Data and Financial Indicators (Current Period vs. Prior Year) | Indicator | Current Period (Yuan) | Prior Year (Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 2,477,600,271.92 | 2,629,136,482.55 | -5.76% | | Net Profit Attributable to Shareholders | 357,738,875.42 | 373,176,957.09 | -4.14% | | Net Profit Attributable to Shareholders (Excluding Non-Recurring Items) | 285,272,504.96 | 360,958,493.79 | -20.97% | | Net Cash Flow from Operating Activities | 86,326,989.94 | 222,632,168.41 | -61.22% | | Basic Earnings Per Share (Yuan/share) | 0.91 | 0.95 | -4.21% | | Diluted Earnings Per Share (Yuan/share) | 0.91 | 0.95 | -4.21% | | Weighted Average Return on Net Assets | 7.62% | 7.90% | -0.28% | | **Current Period End vs. Prior Year End** | | | | | Total Assets | 7,545,044,002.90 | 7,678,660,424.67 | -1.74% | | Net Assets Attributable to Shareholders | 4,498,079,016.49 | 4,517,881,900.26 | -0.44% | - Net profit after deducting the impact of share-based payments was **381.01 million Yuan**[18](index=18&type=chunk) [Differences in Accounting Data under Domestic and Overseas Accounting Standards](index=7&type=section&id=Differences%20in%20Accounting%20Data%20under%20Domestic%20and%20Overseas%20Accounting%20Standards) This section declares no differences in net profit and net assets between financial reports disclosed under international or overseas accounting standards and Chinese accounting standards during the reporting period - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under international accounting standards and Chinese accounting standards[19](index=19&type=chunk) - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese accounting standards[20](index=20&type=chunk) [Non-Recurring Gains and Losses Items and Amounts](index=7&type=section&id=Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) This section details non-recurring gains and losses for the reporting period, totaling **72.47 million Yuan**, primarily comprising fair value changes and government grants Non-Recurring Gains and Losses Items and Amounts | Item | Amount (Yuan) | Explanation | | :--- | :--- | :--- | | Disposal gains/losses of non-current assets | -721,581.76 | Asset disposal gains/losses | | Government grants recognized in current profit or loss | 13,344,765.89 | | | Gains/losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains/losses from disposal of financial assets and liabilities | 75,203,889.12 | | | Other non-operating income and expenses apart from the above | -765,583.67 | | | Other gains/losses items meeting the definition of non-recurring gains/losses | -79,857.86 | | | Less: Income tax impact | 14,515,261.26 | | | Total | 72,466,370.46 | | - The company has no other gains/losses items meeting the definition of non-recurring gains/losses, nor does it classify non-recurring gains/losses items as recurring gains/losses[23](index=23&type=chunk) Management Discussion and Analysis [Company's Main Business Activities During the Reporting Period](index=9&type=section&id=Company%27s%20Main%20Business%20Activities%20During%20the%20Reporting%20Period) This section details the company's unchanged main business in the soft furniture manufacturing industry, focusing on high-end mattresses as core products, and its commitment to health sleep research, global resource integration, and a customized sleep system through a diversified global sales network, also analyzing industry status, opportunities, and entry barriers [Company Business Overview](index=9&type=section&id=Company%20Business%20Overview) The company's main business is soft furniture manufacturing, focusing on high-end healthy sleep products and services, offering comprehensive solutions, with mattresses (including smart mattresses) as core products, supported by two digital smart manufacturing bases in South and East China, an overseas production base in Indonesia, and a global sales network - The company's main business is soft furniture manufacturing, with core products including high-end mattresses, bed frames, sofas, bedding, and other items, where **mattresses are the core product**[25](index=25&type=chunk) - The company operates two major digital smart manufacturing bases in South and East China, an overseas production base in Indonesia, and a sales network primarily based on distribution, complemented by e-commerce, direct supply, and direct sales channels[25](index=25&type=chunk) [Company's Main Products Introduction and Illustrations](index=9&type=section&id=Company%27s

Group 1 - The health sleep market in China is rapidly growing, with over 90% of the population experiencing sleep quality issues, leading to increased demand for health sleep products. The market size reached 499.58 billion yuan in 2023 and is expected to grow to 658.68 billion yuan by 2027, with a CAGR of 8.5% over ten years [1][2] - The penetration rate of smart mattresses is currently low, but the market is expanding quickly. From 2015 to 2023, the demand for smart mattresses in China increased from 93,000 units to 1.495 million units, representing a compound annual growth rate (CAGR) of 40.2% [2][3] - The smart mattress industry is expected to experience a new wave of rapid development due to advancements in AI algorithms and brain-machine interface technologies, with leading companies like Xilinmen, Mousse, and Qushui Technology launching AI mattress products [3][4] Group 2 - Leading companies are actively entering the health sleep ecosystem. Xilinmen has established a joint research center with Tsinghua University and launched the AI "Baobao·BrainCo" mattress, which utilizes non-invasive brain-machine interface technology [4] - Mousse plans to release the T11 series in 2024, which reduces sleep onset time by 37.3%, turning frequency by 34.2%, and waking frequency by 19.6%. The company is also collaborating with MIT to participate in the formulation of international smart sleep standards [4] - Qushui Technology is set to launch an "AI sleep monitoring improvement mattress" in 2024, integrating with the Mijia ecosystem to create a "sleep + life" integrated scenario, while also enhancing sleep monitoring algorithms in collaboration with ByteDance [4]

Core Viewpoint - The company Musi Health Sleep Co., Ltd. has announced a capital reserve transfer to increase share capital, which has been approved by the shareholders' meeting and will take effect in August 2025 [3][5]. Group 1: Trading Information - As of August 15, 2025, Musi shares closed at 32.09 yuan, with a slight increase of 0.09% and a turnover rate of 1.4% [1]. - The trading volume was 11,500 shares, with a total transaction amount of 36.8487 million yuan [1]. - On the same day, the net outflow of main funds was 4.9771 million yuan, while the net inflow from speculative funds and retail investors was 2.654 million yuan and 2.3232 million yuan, respectively [2][5]. Group 2: Company Announcements - The company has repurchased 2,376,612 shares, which will not participate in the capital reserve transfer [3]. - The transfer base is set at 393,367,411 shares after excluding the repurchased shares, with a ratio of 1 share for every 10 shares held, totaling 39,336,741 shares to be transferred [3]. - The ex-rights reference price will be calculated based on the closing price before the ex-rights date divided by one plus the per-share capital reserve transfer ratio [3]. - The equity registration date is August 20, 2025, and the ex-rights date is August 21, 2025 [3][5].

Core Viewpoint - The company has announced a capital reserve conversion plan for 2024, which has been approved by the shareholders' meeting, allowing for a distribution of shares to shareholders based on their holdings, with a ratio of 1 share for every 10 shares held [2][3]. Group 1: Capital Reserve Conversion Plan - The capital reserve conversion plan involves converting capital reserves into shares, with a total of 39,336,741 shares to be distributed, increasing the total share capital from 395,744,023 shares to 435,080,764 shares [2][3]. - The base for the conversion is calculated by deducting the repurchased shares (2,376,612 shares) from the total share capital [1][3]. - The conversion ratio is set at 1 share for every 10 shares held, and adjustments will be made if there are changes in total share capital due to stock options, convertible bonds, or other factors [3][6]. Group 2: Key Dates and Procedures - The record date for shareholders to be eligible for the share distribution is August 20, 2025, and the ex-rights date is August 21, 2025 [3][4]. - The shares resulting from the conversion will be credited directly to shareholders' accounts on the ex-rights date [4][5]. - Any fractional shares resulting from the conversion will be distributed based on a sorting method among shareholders [5]. Group 3: Share Structure Changes - The share structure before the conversion includes 313,987,100 restricted shares (79.34%) and 81,756,923 unrestricted shares (20.66%) [4]. - After the conversion, the restricted shares will increase to 345,385,810 (79.38%), while the unrestricted shares will be 89,694,954 (20.62%) [4]. - The final share capital structure will be confirmed by the China Securities Depository and Clearing Corporation [4].

Group 1 - The company, Mousse Co., announced a profit distribution plan based on a total share capital of approximately 393 million shares, excluding about 2.38 million repurchased shares, with a stock dividend of 1 share for every 10 shares held, totaling approximately 39.34 million shares to be distributed [2] - The company will not issue bonus shares or cash dividends, with the record date for the stock dividend set for August 20, 2025 [2] - For the year 2024, the company's revenue composition indicates that the furniture manufacturing sector accounts for 98.56% of total revenue, while other businesses contribute 1.44% [2]

证券代码：001323 证券简称：慕思股份 公告编号：2025-051 慕思健康睡眠股份有限公司 一、股东大会审议通过资本公积金转增股本方案情况 1、2025 年 8 月 13 日，公司 2025 年第二次临时股东大会审议通过了《关于 公司 2024 年度资本公积金转增股本预案的议案》：公司拟以实施权益分派时股权 登记日的总股本扣除公司回购专户上的股份后的股本为基数（暂以截至《关于 2024 年度资本公积金转增股本预案的公告》（公告编号：2025-046）披露日公司 总股本 395,744,023 股扣除公司回购专户上已回购股份 2,376,612 股后的股本 393,367,411 股测算），以公司股票溢价发行所形成的资本公积金向全体股东每 10 股转增 1 股，合计转增 39,336,741 股，转增金额未超过报告期末母公司"资本公 积-股本溢价"的余额，转增后公司总股本将增加至 435,080,764 股（公司总股本 数以中国证券登记结算有限责任公司深圳分公司最终登记结果为准，如有尾差， 系取整所致）。 2024 年度资本公积金转增股本实施公告 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， ...

Group 1 - The home furnishing industry is facing unprecedented challenges due to real estate market adjustments and rapidly diversifying consumer demands [1] - Mousse Co., Ltd. has achieved remarkable growth through a forward-looking globalization strategy and continuous technological innovation, with overseas business growth reaching 61% year-on-year [1] - The company's breakthrough stems from a deep understanding of the "healthy sleep" concept, transforming traditional mattress manufacturing into smart sleep system development [1] Group 2 - Mousse has established a localized "R&D-production-service" system in overseas markets, setting up R&D centers in Germany and Italy to ensure products meet regional consumer preferences [3] - The company has acquired over 1,800 patents and copyrights, creating a multi-dimensional technological barrier encompassing material science, ergonomics, and smart hardware [3] - Mousse integrates ESG principles into its development, using biodegradable materials and promoting circular packaging, enhancing brand social value and laying a solid foundation for sustainable development [3] Group 3 - Mousse drives differentiated development through technology and globalization, proving that Chinese home furnishing companies can compete in the high-end market with international brands [4] - As smart sleep technology matures and overseas market penetration deepens, Mousse may reshape the competitive landscape of the global sleep industry [4] - The company's interpretation of "healthy living" will provide global consumers with more diverse value choices [4]

Meeting Overview - The second extraordinary general meeting of shareholders was held on August 13, 2025, with both on-site and online voting options available [1][2] - The meeting was chaired by the company's chairman, Wang Bingkun, and attended by a total of 153 shareholders and authorized representatives, representing 328,467,776 shares, which is 83.5015% of the total voting shares [2][3] Voting Participation - Out of the total attendees, 6 shareholders participated in the on-site meeting, representing 316,200,100 shares, or 80.3829% of the voting shares [3] - 147 shareholders participated via online voting, representing 12,267,676 shares, or 3.1186% of the voting shares [5] Resolutions Passed - The meeting approved the proposal regarding the capital reserve fund conversion to share capital for the year 2024, requiring a two-thirds majority from the attending shareholders [7] Legal Opinions - The legal opinion provided by Guohao Law Firm confirmed that the meeting's procedures, participant qualifications, and voting results complied with relevant laws and regulations, deeming the resolutions valid [8] Documentation - The resolutions from the meeting and the legal opinion document are available for review [9]

Core Viewpoint - The legal opinion confirms that the second extraordinary general meeting of shareholders of Mousse Health Sleep Co., Ltd. was convened and conducted in compliance with relevant laws and regulations, ensuring the validity of the meeting and its resolutions [2][5][6]. Group 1: Meeting Procedures - The board of directors announced the meeting on July 29, 2025, through various media, detailing the meeting's time, location, and agenda [2]. - The meeting took place on August 13, 2025, at the company's conference room in Dongguan, presided over by Chairman Wang Bingkun, with both on-site and online voting options available [3][4]. Group 2: Attendance and Voting - A total of 153 participants attended the meeting, representing 328,467,776 shares, which is 83.5015% of the total voting shares [4]. - Among the attendees, 148 were minority investors, representing 12,267,776 shares, or 3.1187% of the total voting shares [4]. Group 3: Resolutions and Voting Results - The meeting reviewed and voted on the agenda items as notified, with the voting conducted through both on-site and online methods [5]. - The voting results showed that 328,457,576 shares (99.9969%) were in favor, 9,700 shares (0.0030%) opposed, and 500 shares (0.0002%) abstained, confirming the resolutions were passed with the required majority [6]. Group 4: Legal Compliance - The legal opinion concludes that all aspects of the meeting, including the convening, attendance, and voting procedures, complied with the Company Law and other relevant regulations, affirming the legitimacy of the resolutions passed [5][6].

Group 1 - The company held a shareholder meeting on August 13, 2025, utilizing both on-site and online voting methods [3][4][6] - A total of 153 shareholders and their authorized representatives attended the meeting, representing 395,744,023 shares, with 393,367,411 shares having voting rights [3][4] - The voting results showed that 328,457,576 shares (99.9969%) were in favor of the proposals, with only 9,700 shares (0.0030%) against and 500 shares (0.0002%) abstaining [4][5] Group 2 - The meeting was convened by the company's board of directors and chaired by Chairman Wang Bingkun [4][6] - The legal opinions confirmed that the qualifications of attendees, voting procedures, and results complied with legal and regulatory requirements [5] - No proposals were rejected during the shareholder meeting, and no changes were made to previously approved resolutions [2]