国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于报喜鸟控股股份有限公司 2024 年度股东大会的法律意见书 致：报喜鸟控股股份有限公司 报喜鸟控股股份有限公司（以下简称"公司"）2024 年度股东大会（以下简称 "本次股东大会"）现场会议定于 2025 年 5 月 16 日下午 14：00 在浙江永嘉瓯北 镇双塔路 2299 号报喜鸟研发大楼四楼会议室召开，国浩律师（上海）事务所（以 下简称"本所"）接受公司的委托，指派本所律师出席会议，并依据《中华人民共 和国证券法》《中华人民共和国公司法》、中国证券监督管理委员会《上市公司 股东大会规则》和《报喜鸟控股股份有限公司章程》（以下简称《公司章程》） 出具本法律意见书。 本所律师已经按照有关法律、法规的规定对本次股东大会召集、召开程序是 否合法及是否符合《公司章程》、股东大会召集人资格的合法有效性、出席会议 人员资格的合法有效性和股东大会表决程序、表决结果等发表法律意见。法律意 见书中不存在虚假、严重误导性陈述及重大遗漏，否则愿意承担相应的法律责任。 本所律师是根据对事实的了解和对法律的理解发表法律意见。 本法律意见书依据国家有关法律、法规的规定 ...

证券代码：002154 证券简称：报喜鸟 公告编号：2025-024 报喜鸟控股股份有限公司 2024年度股东大会决议公告 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： 1、报喜鸟控股股份有限公司（以下简称"报喜鸟"或"公司"）于 2025 年 4 月 19 日披露了《关于召开 2024 年度股东大会的通知公告》。2025 年 4 月 28 日，公司董事会收到公司控股股东吴志泽先生出具的《关于提请报喜鸟控股股份 有限公司增加 2024 年度股东大会临时提案的函》，2025 年 4 月 30 日，公司在《中 国证券报》、《上海证券报》、《证券时报》及巨潮资讯网上披露了《关于 2024 年 度股东大会增加临时提案暨股东大会补充通知的公告》。除增加上述临时提案外， 本次股东大会未发生否决或修改提案的情况。 2、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 1、会议召开情况 （1）会议召集人：公司董事会 （2）会议主持人：董事长兼总经理吴志泽先生因公出差，经公司过半数董 事共同推举董事吴跃现女士主持会议。 （3）会议召开的时间： ...

Core Viewpoint - The company, known for its multi-brand strategy, is facing significant challenges as its annual revenue declined by 1.91% to 5.153 billion yuan, and net profit plummeted by 29.07% to 495 million yuan, indicating a potential crisis due to aging core brands, inventory buildup, and cash flow issues [1] Group 1: Financial Performance - The company's three main brands are experiencing a downturn, with Baoxiniang generating 1.585 billion yuan, Haji Si at 1.781 billion yuan, and Baoniao at 1.009 billion yuan, collectively accounting for approximately 87.16% of total sales [2] - The primary brand, Baoxiniang, saw an 8.35% revenue decline, reflecting a continuous shrinkage in the business men's apparel market, while Haji Si experienced a slight increase of 1.29%, and Baoniao's revenue fell by 2.89% [2] Group 2: Inventory and Efficiency - The company's inventory turnover efficiency is deteriorating, with inventory valued at 1.205 billion yuan, representing 18.05% of total assets, and a turnover cycle of 247 days, significantly exceeding the industry average [2] Group 3: Strategic Decisions and Risks - Despite the profit decline, the company invested 384 million yuan to acquire Woolrich's global intellectual property, raising market skepticism due to the mismatch with current outdoor equipment trends and existing intellectual property rights in Europe [3] - The company plans to invest 300-400 million yuan in building a headquarters in the Yangtze River Delta, which may strain cash reserves [3] - Historical acquisitions have led to revenue declines and significant impairment losses, raising concerns about the company's ability to navigate the competitive outdoor market and its weak technological reserves in key areas [3] Group 4: Strategic Outlook - The company's predicament reflects the broader challenges faced by traditional apparel firms in transformation, where a multi-brand strategy has shifted from a protective advantage to a resource drain [4] - Short-term survival may require accelerating inventory clearance and reducing non-core investments, while long-term success hinges on revitalizing the main brand and establishing a flexible digital supply chain [4] - The company faces time constraints as competitors like Anta and Bosideng intensify their positions in the outdoor market, risking a cycle of "inefficient scale" if strategic breakthroughs are not achieved [4]

Group 1: Company Strategy and Product Development - The company covers a wide range of apparel categories, including suits, trousers, shirts, jackets, and more, with annual product development based on seasonal themes to meet consumer demands [2][3] - The acquisition of the Woolrich brand aligns with the company's multi-brand strategy and aims to enhance its international presence, particularly outside Europe [3][9] - The company emphasizes a strategy of "doing suits comprehensively and leisurewear precisely" to maintain its position in the competitive market [3] Group 2: Financial Performance and Investor Relations - The overall sales performance in Q1 2025 was below the company's expectations, indicating challenges in the current economic environment [2] - The company plans to disclose any significant capital expenditures or financing plans in accordance with legal regulations [4][9] - The company is committed to improving information disclosure and investor communication, ensuring transparency and accuracy [5][6] Group 3: Market Position and Competitive Landscape - The company has three brands with over 1 billion in revenue, showcasing its successful multi-brand development strategy [3][7] - The competitive landscape in the domestic apparel market is intensifying, prompting the company to focus on operational efficiency and brand synergy [3][9] - The company acknowledges the need for a robust market strategy to enhance its stock performance and address shareholder concerns regarding low dividends and stock price [9]

Core Viewpoint - The A-share clothing companies are facing multiple challenges such as intensified market competition, restructuring supply-demand relationships, and pressures on inventory and cash flow, leading to overall performance decline in the past year [1] Group 1: Performance of Men's Clothing Companies - Several leading men's clothing companies, including Hailan Home, Youngor, Semir, and Baoxiniao, have shown resilience despite facing growth challenges, with net profits around or above 500 million yuan [1] - Hailan Home reported a revenue of 20.957 billion yuan in 2024, a decrease of 2.65%, and a net profit of 2.159 billion yuan, down 26.88% [2] - Youngor achieved a revenue of 14.188 billion yuan, up 3.19%, but its net profit fell by 19.41% to 2.767 billion yuan [2] - Semir's revenue reached 4.004 billion yuan, a growth of 13.24%, while its net profit decreased by 14.28% to 781 million yuan [2] - Baoxiniao's revenue was 5.153 billion yuan, down 1.91%, with a net profit of 495 million yuan, a decline of 29.07% [2] Group 2: Expansion into Outdoor Sports - Leading men's clothing companies are expanding into outdoor sports categories, with Hailan Home investing 248 million yuan to acquire a 51% stake in Spobz, which will manage Adidas products in China [3] - Baoxiniao is acquiring the global intellectual property rights of the high-end outdoor brand Woolrich for approximately 384 million yuan [3] - Semir is also focusing on the outdoor apparel segment, aiming to create a "trendy outdoor" brand [4] Group 3: Performance of Women's Clothing Companies - The women's clothing sector is experiencing more severe impacts, with companies like Ge Li Si, Ri Bo Shi Shang, and An Zheng Shi Shang reporting significant losses [5][6] - Ge Li Si's revenue grew by 4.14% to 3.036 billion yuan, but it reported a net loss of 310 million yuan [6] - Ri Bo Shi Shang's revenue fell by 15.68% to 866 million yuan, resulting in a net loss of 159 million yuan [6] - An Zheng Shi Shang's revenue decreased by 6.23% to 2.034 billion yuan, with a net loss of 124 million yuan [7] Group 4: Growth in Children's Clothing - Semir is one of the few companies that maintained growth in both revenue and net profit in 2024, driven by its children's clothing segment [8] - Semir's revenue reached 14.626 billion yuan, up 7.06%, with a net profit of 1.137 billion yuan, a growth of 1.42% [8] - The children's clothing segment contributed 10.268 billion yuan, accounting for 70.21% of total revenue [8] - Other companies like Youngor and An Zheng Shi Shang are also entering the children's clothing market, with Youngor acquiring the luxury children's brand Bonpoint [10] and An Zheng Shi Shang partnering with the Korean brand ALLO&LUGH [11]

Core Insights - The apparel industry in China is experiencing a slowdown in growth, with retail sales of clothing reaching 1,071.62 billion yuan in 2024, reflecting a mere 0.1% increase year-on-year, a significant decline of 15.3% compared to 2023 [1] - Among 25 selected publicly listed companies in the apparel sector, only 7 reported increases in both revenue and net profit, while 10 companies experienced declines in both metrics [1][2] Revenue and Profit Overview - In 2024, 15 companies reported a decline in net profit, and 13 saw a decrease in revenue. Notably, 10 companies experienced declines in both revenue and net profit [2] - Companies with declining performance include: - Baoxini: Revenue of 5.153 billion yuan, down 1.91%; net profit of 495 million yuan, down 29.07% [2][3] - Hailan Home: Revenue of 20.957 billion yuan, down 2.65%; net profit of 2.159 billion yuan, down 26.88% [2][3] - Sanfu Outdoor: Revenue of 800 million yuan, down 5.45%; net profit loss of 21 million yuan, down 158.83% [2][3] - Anzheng Fashion: Revenue of 2.034 billion yuan, down 6.23%; net profit loss of 124 million yuan, down 365.03% [2][3] - Aimer: Revenue of 3.163 billion yuan, down 7.71%; net profit of 163 million yuan, down 46.56% [2][3] Losses and Underperformance - Six companies reported losses, including: - Ge Li Si: Loss of 310 million yuan [4][5] - Sanfu Outdoor: Loss of 21 million yuan [4][5] - Anzheng Fashion: Loss of 124 million yuan [4][5] - Xinhe Shares: Loss of 67 million yuan [4][5] - Meibang Clothing: Loss of 195 million yuan [4][5] - Annai: Loss of 115 million yuan [4][5] Performance Rankings - The top three companies in revenue growth are: - 361 Degrees: 19.6% growth [7] - Tanshan: 14.44% growth [7] - Anta Sports: 13.6% growth [7] - The bottom three in revenue growth are: - Meibang Clothing: -49.79% [7] - Annai: -20.7% [7] - Xinhe Shares: -20.1% [7] Net Profit Growth Rankings - The top three companies in net profit growth are: - Urban Beauty: 197% growth [9] - Anta Sports: 52.4% growth [9] - Tanshan: 48.5% growth [9] - The bottom three in net profit growth are: - Meibang Clothing: -715.45% [9] - Ge Li Si: -392.99% [9] - Anzheng Fashion: -365.03% [9]

Core Viewpoint - Baoxiniar Holdings Co., Ltd. will participate in the 2025 Investor Online Collective Reception Day organized by the Zhejiang Securities Regulatory Bureau, Zhejiang Listed Companies Association, and Shenzhen Panorama Network Co., Ltd. to enhance interaction with investors [1] Group 1 - The event will be held online on May 13, 2025, from 15:00 to 17:00, allowing investors to engage with the company's management [1] - Key executives, including the Chairman and General Manager, will address questions regarding the company's 2024 performance, governance, strategic development, and operational status [1] - Investors are encouraged to submit questions in advance by May 12, 2025, to facilitate efficient communication during the event [1]

关于参加浙江辖区上市公司2025年投资者网上集体接待日 暨召开2024年度业绩说明会的公告 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。 证券代码：002154 证券简称：报喜鸟 公告编号：2025-023 报喜鸟控股股份有限公司 （问题征集专题页面二维码） 特此公告。 报喜鸟控股股份有限公司 董 事 会 为进一步加强与投资者的互动交流，报喜鸟控股股份有限公司（以下简称"公 司"）将参加由浙江证监局、浙江上市公司协会与深圳市全景网络有限公司联合 举办的"浙江辖区上市公司 2025 年投资者网上集体接待日活动"，现将相关事 项公告如下： 本次活动将采用网络远程的方式举行，投资者可登录"全景路演"网站 （https://rs.p5w.net），或关注微信公众号：全景财经，或下载全景路演 APP，参 与本次互动交流，活动时间为 2025 年 5 月 13 日（周二）15:00-17:00。届时，公 司董事长兼总经理吴志泽先生、董事兼副总经理、财务总监吴跃现女士、独立董 事李浩然先生、苏葆燕女士、沃健先生、副总经理兼董事会秘书谢海静女士（如 遇特殊情况，参会人员可能进 ...

Industry Overview - China is a significant global producer and exporter of textiles, with the import and export amounts of ties and bow ties reflecting domestic and international market demand and industry competitiveness [1][11] - In 2024, the import amount of ties is projected to be $13.13 million, while the export amount is expected to reach $189.74 million, indicating a strong export market [1][11] - A substantial portion of imported ties comes from internationally renowned brands, which leverage high-end design, quality materials, and craftsmanship to target premium consumer markets [1][11] Industry Definition and Classification - Ties are accessories worn at the collar of shirts, serving decorative and aesthetic purposes, primarily used in formal or semi-formal settings [2] - They are typically made from materials such as silk and polyester, with variations in length and width based on style and trends [2] Industry Chain Analysis - The tie industry chain consists of tightly connected upstream, midstream, and downstream operations [4] - Upstream includes raw material supply, such as silk and polyester fibers, which directly impact tie quality [4] - Midstream focuses on manufacturing, including design, cutting, sewing, and finishing, while branding and marketing shape market image [4] - Downstream sales channels include offline department stores, specialty shops, menswear stores, and online platforms, catering to various consumer needs [4] Development History - The Chinese tie industry has evolved through three stages: initiation, rapid development, and transformation [6][7] - The initiation phase began in the late 1970s, coinciding with economic reforms that spurred textile industry growth [6] - The rapid development phase saw increased domestic and international demand, leading to the establishment of industrial clusters and brand building [7] - The current transformation phase emphasizes technological investment, design innovation, and market expansion to achieve high-quality development [7] Upstream Analysis - China has become the world's largest producer of polyester fibers, with production exceeding 60 million tons in 2024, accounting for over 80% of global output [9] - The stable growth of polyester fiber production provides a reliable raw material supply for the tie industry, reducing supply chain risks [9] Current Industry Status - The import and export amounts of ties and bow ties have shown fluctuations due to domestic textile industry upgrades and changes in international trade environments [11] - China's tie industry benefits from cost advantages in raw material procurement and labor compared to foreign competitors [11] Consumer Demographics - Males constitute 85% of tie consumers, driven by traditional business etiquette and workplace dress codes [13] - The female consumer segment, currently at 15%, is expected to grow as fashion trends evolve and women's workplace status rises [13] Key Companies Analysis - The competitive landscape of the tie industry is characterized by diversification and differentiation among brands [15] - High-end brands like Goldlion and Baobei Tie dominate the business formal sector, focusing on quality and brand positioning [15] - Companies like Youngor and Romon leverage their menswear brand strengths to expand their tie product lines [15] - Hailan Home targets the mass market with affordable, stylish designs, appealing to a broad consumer base [15] Future Development Trends - Product innovation and design diversification are emerging trends, with brands incorporating cultural elements and artistic patterns into tie designs [21] - The female tie market presents significant growth potential, with brands encouraged to develop collections tailored to women's preferences [22][23] - Smart manufacturing is a key path for industry transformation, enhancing production efficiency and sustainability through automation and digitalization [24]

Investment Rating - The report maintains a "Buy" rating for the company, with a target price of 3.82 CNY and an expected relative return of 10%-20% over the next six months [5][16]. Core Views - The company reported a revenue of 1.3 billion CNY in Q1 2025, a decrease of 4% year-on-year, and a net profit attributable to shareholders of 170 million CNY, down 32% year-on-year [1]. - The increase in management expenses by 26% is attributed to the acquisition of the Woolrich brand, brand consulting services, and rising labor costs, along with depreciation from new industrial parks [1]. - Financial expenses surged by 82.24% due to reduced bank deposits and lower interest income [1]. - The report adjusts profit forecasts for 2025-2027, expecting net profits of 460.57 million CNY, 543.46 million CNY, and 629.44 million CNY respectively, with corresponding EPS of 0.32 CNY, 0.37 CNY, and 0.43 CNY [4][9]. Summary by Sections Financial Performance - Q1 2025 revenue was 1.3 billion CNY, a 4% decrease year-on-year, with a net profit of 170 million CNY, down 32% [1]. - Management expenses increased by 26% due to various factors including brand acquisition and rising costs [1]. - Financial expenses rose by 82.24% due to decreased interest income [1]. Profit Forecasts - The report revises profit forecasts, projecting net profits of 460.57 million CNY for 2025, 543.46 million CNY for 2026, and 629.44 million CNY for 2027 [4][9]. - EPS is expected to be 0.32 CNY in 2025, 0.37 CNY in 2026, and 0.43 CNY in 2027 [4][9]. Market Positioning - The company focuses on maintaining its brand strength and market position through systematic improvements and targeted strategies across its various brands [2][3].