证券代码：002154 证券简称：报喜鸟 公告编号：2025-035 报喜鸟控股股份有限公司 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。 董事会 附：职工代表董事杨芳女士简历 杨芳女士：中国国籍，女，1979 年出生，研究生学历。现担任公司董事、战 略管理部部长、浙江报喜鸟创业投资有限公司董事职务。曾担任公司第六届、第 七届董事会董事、上海盛世愿景管理科学研究所项目部咨询顾问、报喜鸟集团有 限公司战略管理部战略专员、部长助理、报喜鸟商学院常务副院长、浙江同普资 产管理有限公司监事等职务。 《深圳证券交易所股票上市规则》、 《深圳证券交易所上市公司自 律监管指引第 1 号—主板上市公司规范运作》等相关法律法规、规范性文件及 《公司章程》的有关规定，公司于 2025 年 8 月 14 日召开职工代表大会，经职工 代表民主选举，同意选举杨芳女士为公司第九届董事会职工代表董事（简历详见 附件），职工代表董事杨芳女士将与公司 2025 年第二次临时股东会选举产生的 3 名非独立董事和 3 名独立董事共同组成公司第九届董事会，任期至第九届董事会 届满之日止。 杨芳女士 ...

Core Viewpoint - The company is preparing for the election of the ninth board of directors, with proposals for both non-independent and independent director candidates to be submitted for shareholder approval [1][2]. Group 1: Board Election - The eighth board of directors will hold its eighteenth meeting on August 14, 2025, to review the election proposals for the ninth board of directors [1]. - The board is proposing to nominate three non-independent directors: Mr. Wu Zhize, Ms. Wu Yuexian, and Ms. Wu Liya, and three independent directors: Mr. Wo Jian, Mr. Li Haoran, and Ms. Su Baoyan [2]. - The term for Mr. Li Haoran is set from the date of shareholder approval until January 21, 2027, while the other directors will serve a term of three years [2]. Group 2: Candidate Qualifications - The nomination committee has reviewed the qualifications of the candidates and found no disqualifying conditions as per relevant laws and regulations [2][3]. - The independent director candidates include Mr. Wo Jian, who is a qualified accounting professional, and all candidates meet the independence criteria [3]. - The number of independent directors will not be less than one-third of the total board members, and the candidates do not exceed the limit of serving on three boards of listed companies [3]. Group 3: Current Board Members - Mr. Wu Zhize holds 367,777,954 shares, representing 25.20% of the total share capital, making him the controlling shareholder [4]. - Ms. Wu Yuexian holds 1,395,000 shares, accounting for 0.10% of the total share capital, and has no relationship with shareholders holding more than 5% [6]. - Ms. Wu Liya holds 1,406,250 shares, which is 0.13% of the total share capital, and is related to Mr. Wu Zhize [7]. Group 4: Independent Director Candidates - Mr. Wo Jian has extensive experience as an independent director and does not hold any shares in the company [8]. - Mr. Li Haoran, also an independent director candidate, has a background in management and does not hold shares in the company [9]. - Ms. Su Baoyan, another independent director candidate, has a strong background in fashion and design and does not hold shares in the company [10].

Summary of Key Points Core Viewpoint - The report outlines the fundraising and usage status of Baoxiniar Holdings Co., Ltd. for the first half of 2025, detailing the total amount raised, expenditures, and management of the funds [1][2]. Fundraising Basic Situation - The company raised a total of RMB 723,778,141.83 through the issuance of 241,721,855 shares at a price of RMB 4,000,000.00, net of fees [1]. - The funds were deposited into a dedicated account and have been audited by a certified public accountant [1]. Fund Usage and Management - Total funds used during the reporting period amounted to RMB 8,457,301.81 for project investments and RMB 279,000,000.00 for purchasing financial products [1]. - The company received RMB 151,000,000.00 from matured financial products and earned investment income of RMB 785,739.77 and interest income of RMB 113,560.88 during the period [1]. Fund Storage and Management - The company has established dedicated accounts for fundraising management, complying with relevant regulations [1]. - As of June 30, 2025, the balance in the fundraising accounts was RMB 13,194,497.44 [1]. Actual Fund Usage - The company did not change the implementation location or method for fundraising projects during the reporting period [2]. - There were no instances of using idle funds to temporarily supplement working capital [2]. Cash Management - The board approved the use of up to RMB 1.4 billion of idle funds for purchasing safe financial products such as structured deposits and large certificates of deposit [2]. - The company rolled over RMB 279 million in structured deposits and recovered RMB 151 million during the reporting period [2]. Project Adjustments - The company decided to postpone the "Digital Transformation Project" and "R&D Center Expansion Project" without changing the project scale or funding usage [3]. - The expected completion dates for these projects were adjusted to May 2027 and May 2026, respectively [3]. Other Fund Usage Situations - There were no issues or other situations regarding the usage and disclosure of fundraising [4].

Core Viewpoint - Baoxiniao Holding Co., Ltd. reported a decline in revenue and net profit for the first half of 2025, attributed to a sluggish domestic consumption environment and increased strategic expenses [6][17]. Company Overview and Financial Indicators - The company did not distribute cash dividends or issue bonus shares for the reporting period [2]. - Key financial metrics for the first half of 2025 include: - Revenue: CNY 2,390.77 million, down 3.58% from CNY 2,479.42 million in the previous year [6]. - Net profit attributable to shareholders: CNY 197.23 million, a decrease of 42.66% from CNY 343.99 million [6]. - Basic earnings per share: CNY 0.14, down 41.67% from CNY 0.24 [6]. - Total assets: CNY 6,591.03 million, down 1.27% from CNY 6,675.97 million [6]. Industry Context - In the first half of 2025, China's total retail sales of consumer goods reached CNY 24,545.8 billion, growing by 5.0% year-on-year [7]. - The retail sales of clothing in designated large-scale enterprises totaled CNY 742.6 billion, with a year-on-year increase of 3.1% [7]. - Online retail sales reached CNY 7,429.5 billion, growing by 8.5%, but clothing online sales only increased by 1.4% [7]. Business Operations - Baoxiniao focuses on multi-brand development, with its main products including suits, shirts, jackets, and various other apparel [8][9]. - The company operates three major production bases in Wenzhou, Shanghai, and Hefei, and has established a comprehensive supply chain management system [10]. - The company has a total of 1,809 offline stores, including 837 direct-operated and 972 franchised stores, and actively expands its online presence through major e-commerce platforms [23]. Brand Performance - The Baoxiniao brand has been focusing on enhancing its core categories and adapting to market demands, particularly in the wedding and business attire segments [18]. - Hazzys brand has achieved steady growth, optimizing its channel structure and enhancing online sales [19]. - Bono brand, known for corporate clothing, has seen increased order volumes despite a decline in revenue due to previous order cycles [19]. - Lafuma brand reported a revenue increase of 20.48% year-on-year, focusing on fashion and outdoor apparel [21].

报喜鸟控股股份有限公司 2025 年半年度报告 | 摘要 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 证券代码：002154 鸟 | | 证券简称：报 喜 | | | 公告编号：2025 | 年 | | 33 号 | | | | | | | | 报喜鸟控股股份有限公司 | | | | | | | | 一、重要提示 | | | | | | | | 本半年度报告摘要来自半年度报告全文，为全面了解本公司的经营成果、财务状况及未来发展规划， | | | | | | | | 投资者应当到证监 | | | | | | | | 会指定媒体仔细阅读半年度报告全文。 | | | | | | | | 所有董事均已出席了审议本报告的董事会会议。 | | | | | | | | 非标准审计意见提示 | | | | | | | | □适用 ?不适用 | | | | | | | | 董事会审议的报告期利润分配预案或公积金转增股本预案 | | | | | | | | □适用 ?不适用 | | | | | | | | 公司计划不派发现金红利，不送红股，不以公积金转增 ...

Group 1 - The company held its 18th meeting of the 8th Board of Directors on August 14, 2025, with all 7 directors present, confirming the legality and validity of the meeting [1] - The Board approved the nomination of Wu Zhize, Wu Yuexian, and Wu Liya as non-independent director candidates for the 9th Board, pending shareholder approval [1] - The Board also approved the nomination of Wo Jian, Li Haoran, and Su Baoyan as independent director candidates, with specific terms outlined for each candidate [1] Group 2 - All resolutions passed with unanimous support, receiving 7 votes in favor, 0 against, and 0 abstentions [2] - The details of the meeting and resolutions will be published on the company's official information disclosure platforms [1][3]

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on September 2, 2025, at 14:00 [1] - Shareholders can vote through the Shenzhen Stock Exchange trading system or the internet voting system on the same day [1][4] - All shareholders registered by the close of trading on August 26, 2025, are entitled to attend and vote [1][2] Agenda Items - The meeting will discuss two cumulative voting proposals: - Proposal 1 requires the election of 3 non-independent directors - Proposal 2 requires the election of 3 independent directors - Votes for these proposals will be counted separately for minority investors holding less than 5% of shares [2][3] Registration Process - Corporate shareholders must provide a copy of the business license and a power of attorney if represented by an agent [3] - Individual shareholders must present their ID and a power of attorney if represented by an agent [3] - Remote shareholders can register via fax, mail, or letter by August 28, 2025 [4] Voting Procedures - Shareholders can cast votes for non-cumulative proposals by indicating their agreement, disagreement, or abstention - For cumulative voting, shareholders can distribute their votes among candidates but cannot exceed their total voting rights [6][7]

证券日报网讯 8月15日晚间，报喜鸟发布公告称，公司于2025年8月14日召开职工代表大会，经职工代 表民主选举，同意选举杨芳女士为公司第九届董事会职工代表董事。 （文章来源：证券日报） ...

Group 1 - The core viewpoint of the article is that Baoxiniang reported a decline in both revenue and net profit for the first half of 2025, indicating potential challenges in its financial performance [1] Group 2 - The company's operating revenue for the first half of 2025 was approximately 2.391 billion yuan, representing a year-on-year decrease of 3.58% [1] - The net profit attributable to shareholders of the listed company was about 197 million yuan, showing a significant year-on-year decline of 42.66% [1]

Group 1 - The company reported that its eighth board meeting was held on August 14, 2025, to discuss asset impairment provisions and asset write-offs for the first half of 2025 [1] - For the year 2024, the company's revenue composition was 97.39% from the textile and apparel industry and 2.61% from other businesses [1] - The current market capitalization of the company is 5.6 billion yuan [2]