法律意见书 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 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│HONG KONG│PARIS│ 致：慕思健康睡眠股份有限公司 国浩律师（深圳）事务所 关于慕思健康睡眠股份有限公司 2024 年度股东大会 之 GLG/SZ/A4039/FY/2025-549 国浩律师（深圳）事务所（以下简称"本所"）接受慕思健康睡眠股份有限 公司（以下简称"贵公司"或者 ...

证券代码：001323 证券简称：慕思股份 公告编号：2025-033 慕思健康睡眠股份有限公司 2024 年年度股东大会决议公告 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： （二） 现场会议召开地点：东莞市厚街镇厚街科技大道 1 号公司会议室 （三） 会议召开方式：本次股东大会采用现场表决和网络投票相结合的方式 （四） 召集人：公司董事会 （五） 主持人：公司董事长王炳坤先生 （六） 会议出席情况 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 5 月 16 日（星期五）14:50 2、网络投票时间：2025 年 5 月 16 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 5 月 16 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 ...

Group 1 - The company announced the establishment of an industrial fund with a total scale not exceeding RMB 200 million, in collaboration with Suzhou Weitili New Venture Capital Management Co., Ltd [2] - The fund was registered on April 9, 2025, and completed filing with the Asset Management Association of China on May 14, 2025 [2] - The fund manager is Suzhou Weitili New Venture Capital Management Co., Ltd, and the custodian is Shanghai Pudong Development Bank Co., Ltd [2] Group 2 - The company reported operating revenues of RMB 5.813 billion, RMB 5.579 billion, and RMB 5.603 billion for the years 2022 to 2024, reflecting year-on-year changes of -10.31%, -4.03%, and 0.43% respectively [3] - The net profit attributable to the parent company for the same period was RMB 709 million, RMB 802 million, and RMB 767 million, with year-on-year growth rates of 3.27%, 13.25%, and -4.36% [3] - The company's asset-liability ratios were 25.02%, 35.13%, and 41.16% for the years 2022 to 2024 [3]

Group 1 - The company, Mousse Health Sleep Co., Ltd., is collaborating with a professional institution to establish an industrial fund with a total scale of up to RMB 200 million [1] - The subsidiary, Mousse Investment Holdings (Tianjin) Co., Ltd., will contribute RMB 198 million as a limited partner, while the professional institution, Suzhou Weitili New Venture Capital Management Co., Ltd., will contribute RMB 2 million as the general partner [1] - The fund aims to expand the company's business areas and enhance its core competitiveness through external development [1] Group 2 - The industrial fund has obtained the Private Investment Fund Filing Certificate, indicating progress in its establishment [2]

证券代码：001323 证券简称：慕思股份 公告编号：2025-032 慕思健康睡眠股份有限公司 关于全资子公司与专业机构共同投资设立产业基金 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。 及巨潮资讯网（http://www.cninfo.com.cn）的《关于全资子公司与专业机构共同 投资设立产业基金的进展公告》（公告编号：2025-014）。 二、产业基金的进展情况 2025 年 5 月 14 日，慕思嘉御创投在中国证券投资基金业协会完成备案手续， 取得了《私募投资基金备案证明》，相关信息如下： 1、基金名称：苏州慕思嘉御创业投资合伙企业（有限合伙） 2、管理人名称：苏州维特力新创业投资管理有限公司 3、托管人名称：上海浦东发展银行股份有限公司 4、备案日期：2025 年 5 月 14 日 一、与专业机构共同投资设立产业基金情况概述 根据慕思健康睡眠股份有限公司（以下简称"慕思股份"或"公司"）战略 发展规划，为进一步拓展公司业务领域，助力公司实现外延式发展，进而提升公 司的核心竞争力，公司全资子公司慕思投资控股（天津）有限公司（以下简称"慕 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [14]. Core Views - The company is expected to achieve revenue of 5.603 billion, net profit attributable to shareholders of 767 million, and net profit excluding non-recurring items of 723 million in 2024, reflecting a year-on-year change of +0.4%, -4%, and -8% respectively [2][6]. - The fourth quarter of 2024 and the first quarter of 2025 are projected to see declines in revenue and profits, but the underlying trend is positive when excluding the impact of the "辛巴" disturbance, with national subsidies and AI mattresses acting as catalysts for growth [2][7]. - The company is focusing on accelerating the growth of AI mattresses and expanding its overseas business, aiming to capture market share [14]. Summary by Sections Revenue and Profit Forecast - For 2024, the company anticipates revenues of 5.603 billion, with a net profit of 767 million and a net profit excluding non-recurring items of 723 million, showing a slight increase in revenue but declines in profits [2][6]. - In Q4 2024, revenues are expected to be 1.725 billion, with net profits of 245 million, reflecting a year-on-year decline of 3% [6][7]. Market Trends and Product Performance - The company’s revenue is expected to stabilize in 2024, with a notable improvement in Q4 compared to Q3 [7]. - The performance of different sales channels in 2024 shows a decline in traditional distribution but growth in e-commerce and direct sales, with AI mattresses contributing significantly to sales [7]. Strategic Initiatives - The company is leveraging national subsidies and the introduction of AI mattresses to enhance its market position [14]. - Plans include launching new AI product lines and opening dedicated stores to improve consumer awareness and acceptance [14]. - The company aims to optimize its product offerings and sales strategies, focusing on high-end products and enhancing brand loyalty through customer service initiatives [14]. Financial Metrics and Projections - The company is projected to achieve net profits of 814 million, 911 million, and 1.050 billion in 2025, 2026, and 2027 respectively, with corresponding PE ratios of 16, 14, and 12 [14]. - The dividend payout ratio is expected to reach 90% in 2024, translating to a dividend yield of 5.4% [14].

Group 1: Industry Outlook - The industry is expected to benefit from government policies promoting home appliance upgrades and smart home consumption, which will stimulate consumer demand and expand the market [1] - The furniture industry is shifting towards smart, green, and elderly-friendly products, facilitating industry upgrades and structural adjustments [1] Group 2: Company Core Competitiveness - The company's core competitiveness in the health sleep industry includes product R&D innovation, brand strength, marketing advantages, and service quality [2] - The mission is to become the largest global provider of smart health sleep solutions, focusing on product innovation, service enhancement, and brand development [2] Group 3: Financial Performance - In 2024, the company achieved revenue of CNY 56.03 billion, a year-on-year increase of 0.43%, while net profit attributable to shareholders was CNY 7.67 billion, a decrease of 4.36% [3][4] - In Q1 2025, revenue was CNY 11.21 billion, down 6.66% year-on-year, and net profit was CNY 1.18 billion, down 16.43% [3] Group 4: Industry Comparison - The soft furniture industry experienced a decline in performance due to macroeconomic factors, but the company enhanced its competitiveness through product innovation, operational efficiency, and brand upgrades [4] - The company has focused on creating differentiated product matrices and improving brand loyalty through high-quality products and services [4] Group 5: Future Growth Drivers - The company plans to focus on health sleep, AI breakthroughs, and global brand expansion as key growth strategies for 2025 [5][6] - New AI products, including an AI mattress, have been recognized with four international awards at CES 2024, indicating strong market potential [6] Group 6: Employee Incentives - The 2024 employee stock ownership plan involves 5.33 million shares, aimed at enhancing governance and aligning employee interests with company growth [7] Group 7: Market Expansion and Challenges - The company is expanding into Southeast Asia and the Middle East, leveraging social media and e-commerce platforms for brand promotion [6] - The impact of anti-dumping investigations in Europe on latex mattress exports is minimal, as European sales account for less than 20% of total cross-border e-commerce sales [7]

Investment Rating - The report assigns a "Buy" rating for the company with a target price of 36.00 RMB based on a 2025 PE of 18 times [4]. Core Insights - The industry is poised for growth driven by AI mattresses and government subsidies, with short-term demand expected to rebound and long-term expansion potential [1][2][3]. - The company is leveraging AI mattress innovations to enhance customer engagement and increase average transaction values, while also expanding its brand matrix to cover various market segments [2][3][36]. - The acquisition of a Singaporean brand is anticipated to facilitate entry into the Southeast Asian market, which is projected to grow significantly [3][36]. Summary by Sections Industry Demand - Government subsidies are expected to stimulate short-term demand recovery, with significant increases in mattress sales observed on major e-commerce platforms [1][13][18]. - The long-term outlook for the mattress industry remains positive, with potential for increased market share among leading companies as they enhance product offerings and distribution channels [1][21]. AI Mattress Growth Drivers - The global market for AI mattresses is projected to reach approximately 1.8 billion USD by 2024, with the company’s AI mattress products expected to drive sales growth and customer acquisition [2][42]. - The company has developed a comprehensive brand matrix to cater to different price segments, thereby broadening its target consumer base [2][47]. Expansion and Acquisitions - The company’s acquisition of MIPL and its Indonesian factory is expected to enhance its presence in the Southeast Asian market, which is currently underpenetrated compared to China and the US [3][36]. - The Southeast Asian mattress market is projected to reach 3.3 billion USD by 2025, indicating substantial growth opportunities [3][36]. Financial Projections - The company’s projected net profits for 2025-2027 are 799 million, 900 million, and 989 million RMB, reflecting growth rates of 4.12%, 12.69%, and 9.87% respectively [4][6]. - The revenue forecast shows a gradual increase from 5.6 billion RMB in 2024 to 7.5 billion RMB in 2027, with a compound annual growth rate of approximately 10% [6][4].

Investment Rating - The investment rating for the home furnishing sector is "Positive" [2] Core Insights - The report highlights that the national subsidy policy has begun to show effects, leading to a convergence in revenue decline and a differentiation in profitability within the industry. The real estate sector has gradually reached its bottom after a year of adjustment, with new home transactions stabilizing and second-hand home transactions recovering. The home decoration market is expected to maintain a "442" structure in 2024, with new homes accounting for 40%, existing homes for 40%, and second-hand homes for 20% [2][9] - Leading companies in the home furnishing sector are transitioning from store expansion to refined operations, focusing on cost reduction and exploring new market opportunities such as home renovation and e-commerce. For instance, Oppein has encouraged dealers to consolidate resources and close inefficient stores, significantly reducing various assessment indicators to focus on market advantages [2][3][9] Industry Overview - The national subsidy policy has normalized, positively impacting domestic sales. In Q4 2024, leading companies like Kuka and Zhijia showed revenue growth, with Kuka's domestic sales increasing by approximately 12.9% year-on-year in Q1 2025. The report anticipates that orders and revenues for leading companies will see tangible growth starting from Q2 2025 [3][10] - In terms of exports, companies like Kuka and Oppein are expected to maintain double-digit growth in overseas sales, with Oppein establishing a solid sales network in 146 countries and regions, achieving a revenue increase of 34.4% in overseas channels in 2024 [4][11] Segment Analysis - The core categories, particularly cabinets and wardrobes, are showing signs of recovery, with supporting categories also improving. Leading companies are actively implementing whole-home strategies and enhancing scene-based designs. For example, Oppein is building a more comprehensive supply chain system for home products and renovation materials [5][6] - The report notes that the profitability of leading companies is diverging, with Oppein achieving a gross margin of 34.3% in Q1 2025, while others like Zhijia experienced a decline in gross margin due to internal reforms and channel subsidies [7][9] Sales Channels - Retail channels are recovering first, while bulk channels are under pressure, with a general decline of over 20% in Q1 2025. The report indicates that the performance of single stores has improved, with leading companies like Oppein and Zhijia reporting year-on-year revenue increases of 10% and 43%, respectively [6][9]

慕思健康睡眠股份有限公司 持续督导保荐总结报告书 招商证券股份有限公司 关于慕思健康睡眠股份有限公司 首次公开发行股票并上市持续督导保荐总结报告书 招商证券股份有限公司（以下简称"招商证券"、"保荐人"、"保荐机构" 或"本机构"）作为慕思健康睡眠股份有限公司（以下简称"慕思股份"、"发 行人"、"上市公司"或"公司"）首次公开发行股票并上市的保荐机构，持续 督导期限至 2024 年 12 月 31 日止。目前，持续督导期已经届满，招商证券根据 《证券发行上市保荐业务管理办法》《深圳证券交易所上市公司自律监管指引第 13 号——保荐业务》等法规和规范性文件的相关规定，出具本持续督导保荐总 结报告书。 一、保荐人及保荐代表人承诺 （一）保荐总结报告书和证明文件及其相关资料的内容不存在虚假记载、误 导性陈述或重大遗漏，保荐人及保荐代表人对其真实性、准确性、完整性承担法 律责任。 （二）本机构及本人自愿接受中国证券监督管理委员会（以下简称"中国证 监会"）对保荐总结报告书相关事项进行的任何质询和调查。 （三）本机构及本人自愿接受中国证监会按照《证券发行上市保荐业务管理 办法》的有关规定采取的监管措施。 1 项目 内 ...