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]

Group 1 - The company announced the holding of its second extraordinary general meeting of shareholders for the year 2025 on August 13, 2025 [2] - The meeting approved the proposal regarding the transfer of the capital reserve to increase the share capital for the year 2024 [2]

之 国浩律师（深圳）事务所 关于慕思健康睡眠股份有限公司 2025 年第二次临时股东大会 北京│上海│深圳│杭州│广州│昆明│天津│成都│宁波│福州│西安│南京│南宁│济南│重庆│苏州│长沙│太原│武汉│贵阳│乌鲁木齐│郑州│石家庄│合肥│ 海南│青岛│南昌│大连│银川│拉孜│香港│巴黎│马德里│斯德哥尔摩│纽约│马来西亚│柬埔寨 BEIJING│SHANGHAI│SHENZHEN│HANGZHOU│GUANGZHOU│KUNMING│TIANJIN│CHENGDU│NINGBO│FUZHOU│XI'AN│NANJING│NANNING│JINAN│CHONGQING│SUZHOU│ CHANGSHA│AIYUAN│WUHAN│GUIYANG│URUMQI│ZHENGZHOU│SHIJIAZHUANG│HEFEI│HAINAN│QINGDAO│NANCHANG│DALIAN│YINCHUAN│LHATSE│HONGKONG│PARIS│ MADRID│STOCKHOLM│NEWYORK│MALAYSIA│CAMBODIA 致：慕思健康睡眠股份有限公司 法律意见书 GLG/SZ/A4039/FY/2025-99 ...

2025 年第二次临时股东大会决议公告 证券代码：001323 证券简称：慕思股份 公告编号：2025-050 慕思健康睡眠股份有限公司 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： 本次股东大会未出现否决提案的情形。 本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 （一） 股东大会召开的时间 1. 现场会议时间：2025 年 8 月 13 日（星期三）14:50 2. 网络投票时间：2025 年 8 月 13 日 其中，采用深圳证券交易所网络投票系统，通过交易系统进行网络投票的具 体时间为 2025 年 8 月 13 日的交易时间，即 9:15-9:25，9:30-11:30 和 13:00-15:00； 通过互联网投票系统（http://wltp.cninfo.com.cn）投票的具体时间为 2025 年 8 月 13 日 9:15-15:00 期间的任意时间。 二、议案审议表决情况 本次股东大会采取现场表决和网络投票相结合的表决方式审议通过了如下议 案： （二） 现场会议召开地点：东莞市厚街镇厚街科技大道 1 号公 ...

Company Overview - Mousse Co., Ltd. is primarily engaged in the research, development, production, and sales of health sleep systems, including mattresses and bed frames [1] - The company operates within the home light industry sector and has a business presence across multiple provinces and cities in China [1] Recent Developments - As of August 12, 2025, Mousse's stock price closed at 32.05 yuan, reflecting a decrease of 0.87% from the previous trading day [1] - The company announced a temporary shareholders' meeting scheduled for August 13 to review the proposal for capital reserve conversion into share capital for the fiscal year 2024 [1] - Mousse will launch its 17th Global Sleep Culture Journey on August 18, with its AI smart mattress set to be tested in extreme cold conditions aboard the polar research icebreaker "Xuelong" [1] Market Activity - On August 12, the main funds experienced a net outflow of 1.2007 million yuan, with a cumulative net outflow of 5.0437 million yuan over the past five trading days [2]

Market Performance - The home goods sector increased by 0.5% on August 12, with Qisheng Technology leading the gains [1] - The Shanghai Composite Index closed at 3665.92, up 0.5%, while the Shenzhen Component Index closed at 11351.63, up 0.53% [1] Top Gainers - Qisheng Technology (603610) closed at 14.40, up 10.01% with a trading volume of 513,300 shares and a transaction value of 724 million [1] - Jiangxin Home (301061) closed at 104.00, up 4.93% with a trading volume of 16,600 shares and a transaction value of 171 million [1] - Tianan New Materials (603725) closed at 10.79, up 4.76% with a trading volume of 233,700 shares and a transaction value of 252 million [1] Notable Decliners - Meng Tian Home (603216) closed at 14.22, down 4.37% with a trading volume of 202,800 shares and a transaction value of 300 million [2] - Yuma Technology (300993) closed at 18.39, down 3.67% with a trading volume of 352,600 shares and a transaction value of 653 million [2] - Songyun Technology (603992) closed at 29.11, down 2.54% with a trading volume of 101,000 shares and a transaction value of 293 million [2] Capital Flow - The home goods sector saw a net inflow of 2.9085 million from institutional investors, while retail investors experienced a net outflow of 5.96732 million [2] - Speculative funds had a net inflow of 56.7647 million into the sector [2]