本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责的精神，对本 次股东会所涉及的有关事项和相关文件进行了必要的核查和验证，现出具法律意 见如下： 一、 本次股东会的召集、召开程序 1.1 本次股东会由公司董事会召集。 公司董事会于 2025 年 4 月 23 日召开第六届董事会第十三次会议，审议通 过了《关于<2024 年度董事会工作报告>的议案》《关于<2024 年度总裁工 作报告>的议案》《关于<2024 年年度报告>全文及其摘要的议案》《关于 <2024 年度财务决算报告>的议案》《关于<2024 年度内部控制自我评价报 告>的议案》《关于 2024 年度利润分配预案的议案》《关于 2024 年度环境、 社会及治理（ESG）报告的议案》《关于 2024 年度募集资金存放与使用情 上海君澜律师事务所 关于罗莱生活科技股份有限公司 2024 年年度股东会的法律意见书 致：罗莱生活科技股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民 共和国证券法》、《上市公司股东会规则》（以下简称"《股东会规则》"）等 法律、法规、规章、规范性文件及《罗莱生活科技股份有限公司章程》（以下简 ...

2024年年度股东会决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或者重大遗漏。 特别提示： 1.本次股东会没有否决提案的情形。 2.本次股东会没有变更以往股东会已通过的决议的情形。 证券代码：002293 证券简称：罗莱生活 公告编号：2025-025 罗莱生活科技股份有限公司 一、会议召开和出席情况 （一）会议召集人：公司董事会 （二）会议时间： （1）现场会议时间：2025年5月15日（星期四）下午14:30。 （2）网络投票时间：2025年5月15日 其中，通过深圳证券交易所交易系统进行投票的具体时间为：2025年5月15 日上午9:15-9:25，9:30—11:30，下午13:00-15:00；通过深圳证券交易所互联 网投票系统进行投票的具体时间为：2025年5月15日9:15-15:00期间的任意时间。 （三）现场会议地点：上海市普陀区同普路339弄3号公司18F会议室 （四）会议主持人：董事长薛伟成先生 （五）会议召开方式：采取现场投票与网络投票相结合的方式。公司同时 通过深圳证券交易所交易系统和互联网投票系统向公司股东提供网络形式的投 票平台， ...

Investment Rating - The industry maintains a rating of "Buy" for key companies such as Anta Sports, Tabo, and Bosideng, with a recommendation to focus on high-quality brands and companies with strong fundamentals [5][10][28]. Core Insights - Puma's Q1 2025 performance met expectations, with revenue growth of 0.1% year-on-year to €2.076 billion, while net profit saw a significant decline of 99.5% to €500,000 due to global economic fluctuations, particularly in the US and China [1][15]. - The report emphasizes the resilience of the sportswear sector, projecting a revenue growth of 4.4% and a net profit decline of only 0.6% for key apparel companies in 2024, with a stronger recovery anticipated in 2025 [4][26]. - The DTC (Direct-to-Consumer) business showed robust growth, with a 12% increase in revenue to €550 million, while wholesale revenue declined by 3.6% [3][20]. Summary by Sections Puma's Q1 2025 Performance - Revenue increased by 0.1% to €2.076 billion, with a slight decline in gross margin by 0.6 percentage points to 47% [1][15]. - Operating profit fell by 63.7% to €6 million, and net profit dropped by 99.5% to €500,000, attributed to economic volatility [1][15]. - Inventory rose by 16.3% to €2.08 billion, mainly due to increased in-transit stock [1][15]. Regional and Business Model Analysis - EMEA region revenue grew by 5.1% to €890 million, while the Americas saw a decline of 2.7% to €750 million, primarily due to a 11.1% drop in North America [2][20]. - The Asia-Pacific region experienced a 4.7% decline to €430 million, with a notable 17.7% drop in Greater China [2][20]. - The company is adapting to US tariff issues by optimizing product sourcing and reallocating production [2][20]. DTC and Wholesale Business Performance - DTC revenue increased by 12% to €550 million, with e-commerce growing by 17.3% and self-operated retail stores by 8.9% [3][20]. - Wholesale revenue decreased by 3.6% to €1.53 billion, driven by weak demand in the US and China [3][20]. Industry Outlook - The report suggests focusing on brands with solid fundamentals and anticipating a recovery in 2025, with the sportswear sector expected to benefit from government policies and increased consumer participation in sports [4][26]. - Recommendations include companies like Anta Sports, Tabo, and Bosideng, which are projected to have strong earnings growth and attractive valuations [28][29].

Investment Rating - The industry maintains a rating of "Buy" for key companies such as Anta Sports, Tabo, and others, indicating a positive outlook for investment opportunities [10][29]. Core Insights - Puma's Q1 2025 performance met expectations, with revenue growth of 0.1% year-on-year to €2.076 billion, while net profit saw a significant decline of 99.5% to €500,000 due to global economic fluctuations, particularly in the US and China [1][15]. - The report emphasizes a focus on robust fundamentals and high-quality brands in the apparel and home textiles sector, anticipating performance recovery and valuation improvement in 2025 [4][26]. - The sportswear segment is expected to benefit from national policy support and increased participation in sports, with a projected revenue growth of 8.7% for key companies in 2024 [4][26]. Summary by Sections Regional and Business Model Analysis - In Q1 2025, EMEA region revenue grew by 5.1% to €890 million, while the Americas saw a decline of 2.7% to €750 million, primarily due to an 11.1% drop in North America [2][20]. - The Asia-Pacific region experienced a 4.7% revenue decline to €430 million, largely attributed to a 17.7% drop in Greater China sales [2][20]. Business Performance - Wholesale revenue decreased by 3.6% to €1.53 billion, while Direct-to-Consumer (DTC) revenue increased by 12% to €550 million, with e-commerce growing by 17.3% [3][22]. - DTC revenue now accounts for 26.3% of total revenue, up 2.8 percentage points year-on-year [3][22]. Key Recommendations - The report recommends focusing on companies with strong fundamentals, such as Anta Sports and Tabo, which have shown significant revenue growth in Q1 2025 [28]. - Other recommended companies include Hailan Home, which is expanding its business successfully, and Bosideng, which is expected to achieve good performance in FY2025 [28][29]. - In the home textiles sector, Luolai Life is highlighted for its strong performance, with a projected net profit growth of 20% in 2025 [28][29].

Core Viewpoint - The company experienced a decline in revenue and net profit in 2024, but showed signs of recovery in Q1 2025, with a strong dividend payout ratio of 115% for the year [1][2] Financial Performance - In 2024, the company's revenue was 4.559 billion, down 14.22% year-on-year, and the net profit attributable to shareholders was 433 million, down 24.39% year-on-year [2] - The company plans to distribute an annual cash dividend of 0.4 per share, with a total dividend payout ratio of 115.48% [2] - In Q1 2025, revenue was 1.094 billion, up 0.57% year-on-year, and net profit was 113 million, up 26.31% year-on-year [2] Business Segment Analysis - The domestic home textile business generated revenue of 3.737 billion in 2024, down 12.43% year-on-year, while the U.S. furniture business had revenue of 822 million, down 21.54% year-on-year, resulting in a net loss of 28.71 million [3][4] - The company is actively supporting franchisees to reduce inventory and close underperforming stores to improve long-term operational capabilities [3] Channel Performance - Online revenue in 2024 was 1.382 billion, down 14.12%, while offline direct sales revenue was 401 million, down 1.48% [4] - The company had a total of 2,638 stores by the end of 2024, with 411 direct stores (up 76) and 2,227 franchise stores (down 168) [4] Profitability Metrics - The overall gross margin for 2024 was 48.01%, with the U.S. business gross margin at 28.07% [5] - The net profit margin for 2024 was 9.44%, down 1.30 percentage points year-on-year [5] Cash Flow and Efficiency - Operating cash flow for 2024 was 847 million, down 9.46%, but improved significantly in Q1 2025 to 176 million, up 83.29% [6] - Inventory turnover days improved to 157 days in Q1 2025, down 36 days year-on-year [6] Future Outlook and Investment Recommendation - The company is expected to optimize its channel structure and enhance direct store openings, with projected revenues of 4.859 billion, 5.163 billion, and 5.449 billion from 2025 to 2027 [7] - The net profit for the same period is forecasted to be 521 million, 571 million, and 627 million, with respective growth rates of 20%, 10%, and 10% [7]

Group 1: Nanshan Zhishang High-end New Materials Industry - The company reported a Q1 2025 revenue of 362 million yuan, a year-on-year increase of 0.72% [1] - The overall gross margin was 32.5%, a slight decline of 0.3 percentage points year-on-year, while the gross margin for ultra-high molecular polyethylene fiber significantly improved to 28% [1] - The net profit attributable to shareholders was 37.3 million yuan, up 0.86% year-on-year, and the net profit after deducting non-recurring items was 35.93 million yuan, an increase of 12.84% year-on-year [1] - The company achieved significant results in its high-end new materials sector, with the ultra-high molecular polyethylene fiber project fully operational at 3600 tons [1] - A strategic partnership was established with Wuhan University and Wuhan Shouzhihua Innovation to advance humanoid robotics in research and material innovation [1] - The 80,000-ton nylon filament project is set to begin trial production in November 2024, marking a key breakthrough in the high-end new materials field [1] Group 2: Luolai Life Domestic Home Textile Business - The company reported a 2024 revenue of 4.56 billion yuan, a year-on-year decrease of 14.2%, impacted by a weak consumer environment [2] - The net profit attributable to shareholders was 430 million yuan, down 24.4% year-on-year, although the U.S. furniture business showed gradual improvement [2] - In Q1 2025, the company achieved a revenue of 1.09 billion yuan, a year-on-year increase of 0.57%, with domestic home textile business continuing its recovery [2] - The gross margin for domestic business improved significantly due to changes in channel structure, while the U.S. business margin remained stable [2] - The company’s net profit for Q1 2025 was 113 million yuan, a year-on-year increase of 26.3% [2] - The company is advised to focus on brand apparel and home textile sectors due to the ongoing domestic demand expansion policies [2]

Investment Rating - The investment rating for the company is "Buy" with a target price not specified [5] Core Views - The company reported a revenue of 1.1 billion in Q1 2025, a year-on-year increase of 1%, and a net profit attributable to shareholders of 110 million, up 26% year-on-year [1] - The company plans to distribute a cash dividend of 4 yuan per 10 shares (including tax) and aims for a dividend payout ratio of 115% for 2024 [1] - The revenue for 2024 was 4.6 billion, a decrease of 14% year-on-year, primarily due to weak terminal consumption and a decline in U.S. furniture sales [1] Financial Performance Summary - Q1 2025 gross margin was 46%, an increase of 2.4 percentage points year-on-year, while the net profit margin was 10%, up 2.1 percentage points year-on-year [2] - In 2024, the gross margin was 48%, with a net profit margin of 9%, down 1.3 percentage points year-on-year [2] - The company experienced a decrease in revenue across various markets, with East China revenue at 1.9 billion, down 12% year-on-year, and U.S. revenue at 800 million, down 22% year-on-year [2] Channel Performance - Offline sales were 3.2 billion, down 14% year-on-year, while direct sales were 400 million, down 1% year-on-year [3] - The company opened 76 new direct stores, bringing the total to 411, with a store efficiency of 980,000, down 20% year-on-year [3] - Online sales were 1.4 billion, down 14% year-on-year, with a significant decline in Tmall transactions, which totaled 690 million, down 33% year-on-year [3] Profit Forecast Adjustments - The profit forecast for 2025-2027 has been adjusted, with expected net profits of 530 million, 610 million, and 690 million respectively [4] - The earnings per share (EPS) is projected to be 0.6, 0.7, and 0.8 yuan for 2025-2027 [4] - The price-to-earnings (PE) ratio is expected to be 14x, 12x, and 11x for the respective years [4]

Group 1: Key Insights on Gujinggong Liquor (古井贡酒) - The company reported 2024 revenue of 23.58 billion, a year-on-year increase of 16.4%, and a net profit of 5.52 billion, up 20.2% year-on-year [12][16] - For Q1 2025, revenue reached 9.15 billion, growing 10.4% year-on-year, with net profit at 2.33 billion, a 12.8% increase [12][16] - The company maintains a buy rating with projected net profits for 2025-2027 at 5.92 billion, 6.29 billion, and 6.63 billion respectively, reflecting growth rates of 7.3%, 6.3%, and 5.3% [16] Group 2: Key Insights on Chongqing Bank (重庆银行) - In Q1 2025, Chongqing Bank achieved revenue of 3.6 billion, a 5.3% year-on-year increase, and a net profit of 1.6 billion, also up 5.3% [15][20] - The bank's non-performing loan ratio decreased to 1.21%, with a provision coverage ratio rising to 248% [15][20] - The bank's loan growth accelerated, with a 16.4% year-on-year increase, driven by a more than 30% growth in corporate loans [20] Group 3: Industry Insights on Real Estate - The recent political bureau meeting emphasized the importance of stabilizing the real estate market, highlighting the need for high-quality housing supply [22][26] - The meeting also called for optimizing the policies for acquiring existing housing stock, indicating a proactive approach to address market challenges [26] - The real estate sector is viewed as crucial for economic stability, with ongoing support expected to enhance market conditions [22][26]

Investment Rating - The report maintains a "Buy" rating for the company [2] Core Views - The company has entered a new growth cycle with a recovery in dual-line business and high dividend payouts reflecting its profit nature [1] - The company's revenue for 2024 was 45.6 billion yuan, a year-on-year decrease of 14.2%, while the net profit attributable to the parent company was 4.33 billion yuan, down 24.4% year-on-year [7] - The first quarter of 2025 showed a revenue of 10.9 billion yuan, a slight increase of 0.6% year-on-year, and a net profit of 1.13 billion yuan, up 26.3% year-on-year, indicating a significant recovery in profitability [7][10] Financial Data and Profit Forecast - Total revenue forecast for 2025 is 48.84 billion yuan, with a year-on-year growth rate of 7.1% [6] - The net profit attributable to the parent company is expected to be 5.23 billion yuan in 2025, reflecting a year-on-year growth of 20.9% [6] - The gross profit margin is projected to be 48.5% in 2025, with a return on equity (ROE) of 12.4% [6] Business Performance - The company has maintained its position as the leading brand in the home textile industry for 20 consecutive years, indicating strong market presence [7] - The domestic home textile business has seen a significant reduction in franchise operations, allowing for a rebound in inventory levels [7] - The U.S. furniture business is expected to stop being a drag on profits in 2025, with proactive adjustments in personnel and capacity [7]