争议的导火索可追溯至10月21日。当日，梦洁股份公告收到湖南证监局下发的行政监管措施决定书。决 定书揭露，梦洁股份子公司福建大方睡眠以往来款形式向叶艺峰提供财务资助，截至2021年年末，资金 余额为6602.73万元；截至2025年9月30日，余额为6337.63万元。 "请君入瓮、趁火打劫、欺上瞒下、赶尽杀绝、偷天换日！"11月22日，家纺龙头梦洁股份（002397） （002397.SZ）第七届董事会董事陈洁通过个人公众号发布实名举报信，以五个凌厉的词汇撕开了这家 老牌家纺企业的治理裂缝。 陈洁列举了被举报人的五大核心违法违规手段及事实，直指董事长姜天武、董秘李军等核心高管。陈洁 指出，姜天武、李军等人多次通过虚假披露、选择性披露，欺上瞒下、误导监管，严重侵害广大中小股 东的权益，侵害资本市场信息披露的公开、公正、公平，为公司治理埋下了巨大隐患。 据深圳商报报道，陈洁还透露，为逼迫其放弃质疑，相关人员曾诬陷其吸毒、制造"非法滞留"场景，试 图通过不正当手段压制不同声音。其表示："在这几年中，本人在与姜天武、李军等人的博弈和维权过 程中，也遭受到多方各种阻扰，甚至遭遇离奇车祸，好在幸免遇难，但也让本人深刻意 ...

Core Viewpoint - The article highlights serious allegations of governance issues and financial misconduct at Dream洁股份, as detailed in a whistleblower report by board member Chen Jie, targeting key executives for fraud and mismanagement [1][3][6]. Group 1: Allegations of Misconduct - Chen Jie accuses Chairman Jiang Tianwu and Secretary Li Jun of contract fraud involving a 3.85 billion yuan equity transfer payment to Jin Sen New Energy, which was allegedly misappropriated [1][3]. - The report claims that 50 million yuan of due diligence funds were misused by executives to pay personal loans, indicating a severe breach of fiduciary duty [3][4]. - Chen Jie asserts that the executives engaged in misleading information disclosure, which harmed the interests of minority shareholders and violated capital market regulations [6]. Group 2: Financial Concerns - Dream洁股份 reported a net profit of 26.52 million yuan for the first three quarters of 2025, a 28.69% increase year-on-year, despite a 7.97% decline in revenue to 1.099 billion yuan, raising questions about the authenticity of financial data [2][8]. - The company has faced scrutiny from regulatory bodies for financial irregularities, including improper revenue recognition and failure to recover loans amounting to 63.38 million yuan from a related party [7][9]. - The financial performance has been under pressure, with revenues dropping from 2.463 billion yuan in 2021 to 1.715 billion yuan in 2024, and consecutive losses in 2021 and 2022 [8]. Group 3: Governance and Regulatory Actions - Chen Jie has consistently opposed company resolutions, voting against or abstaining from 14 proposals, particularly highlighting concerns over financial data integrity [2][6]. - Recent regulatory actions include a warning issued to the company and its executives regarding financial mismanagement and governance failures, indicating a lack of internal controls [9].

Core Viewpoint - Hunan Mengjie Home Textile Co., Ltd. has been recognized as one of the "Top Ten Cases of Adhering to Innovation in Time-honored Brands" by the Ministry of Commerce, highlighting its successful practices in innovation and brand enhancement [1][3]. Group 1: Brand and Cultural Empowerment - The recognition reflects Mengjie’s commitment to a high-end strategy, enhancing brand value through cultural empowerment and intelligent manufacturing [3][4]. - Mengjie has integrated traditional Chinese culture with modern technology, achieving the highest national sales in high-end bedding for 16 consecutive years [4]. - The company has launched initiatives to promote traditional culture, including collaborations with non-heritage artisans and the creation of a non-heritage resource database [7][9]. Group 2: Product Quality and Innovation - Mengjie has established a 7A raw material system and partnerships with global luxury suppliers to ensure product quality [10][12]. - The company has invested in R&D, utilizing advanced materials like space memory foam to create ergonomic products, leading to significant sales growth [10][12]. - After upgrading to smart manufacturing, Mengjie has improved production efficiency by 40% and reduced costs by 30%, enhancing profit margins [12]. Group 3: Channel Innovation and Global Expansion - Mengjie is expanding its global presence by establishing R&D centers in major cities and collaborating with international designers to penetrate high-end markets [13][15]. - The company has formed a cross-border e-commerce division and a global home textile alliance to enhance its online and offline channels [13][15]. - Mengjie aims to leverage its established supply chain and production capabilities to address common industry challenges, facilitating overseas business growth [15].

电话：（0731）82953778 传真：（0731）82953779 网站：www.qiyuan.com 致：湖南梦洁家纺股份有限公司 湖南启元律师事务所接受湖南梦洁家纺股份有限公司（以下简称"公司"）的 委托，指派本所律师出席了公司 2025 年第一次临时股东大会（以下简称"本次股东 大会"），对会议进行现场律师见证，并出具法律意见书。 湖南启元律师事务所 关于湖南梦洁家纺股份有限公司 2025年第一次临时股东大会的 法律意见书 湖南省长沙市芙蓉区建湘路 393 号世茂环球金融中心 63 层 410000 本所出具本法律意见基于公司已作出如下承诺：所有提供给本所律师的文件的 正本以及经本所律师查验与正本保持一致的副本均为真实、完整、可靠。 为出具法律意见，我们依法审核了公司提供的下列资料： 1、刊登在中国证券监督管理委员会（以下简称"中国证监会"）指定媒体报纸 和巨潮资讯网（http://www.cninfo.com.cn/）上的关于公司召开 2025 年第一次临时股 东大会的通知公告； 2、本次股东大会股权登记日的公司股东名册、出席现场会议的股东的到会登记 记录及相关资料； 3、出席会议股东或其代理人的 ...

证券代码：002397 证券简称：梦洁股份 公告编号：2025-045 湖南梦洁家纺股份有限公司 2025 年第一次临时股东大会决议公告 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： 1、本次股东大会未出现否决议案的情形。 2、本次股东大会未涉及变更以往股东大会已通过的决议。 一、 会议召开和出席的情况： 1、召开时间： （1） 现场会议时间：2025 年 11 月 18 日 15:00。 （2） 网络投票时间：通过深圳证券交易所系统进行网络投票的具体时间 为 2025 年 11 月 18 日 9:15-9:25，9:30-11:30，13:00-15:00；通过深圳证券交易所 互联网投票系统投票的具体时间为 2025 年 11 月 18 日 9:15 至 15:00 的任意时间。 2、会议地点：湖南省长沙市高新技术产业开发区麓谷产业基地谷苑路 168 号梦洁工业园 3 楼综合会议室。 3、会议召开的方式：现场表决与网络投票相结合。 4、会议召集人：董事会。 5、会议主持人：公司董事长姜天武先生。 6、会议出席情况： 出席本次会议的股东及股东代表 ...

Market Overview - The apparel and home textile sector increased by 1.3% compared to the previous trading day, with Sanfu Outdoor leading the gains [1] - The Shanghai Composite Index closed at 4029.5, up 0.73%, while the Shenzhen Component Index closed at 13476.52, up 1.78% [1] Top Gainers - Sanfu Outdoor (002780) closed at 17.45, up 10.03% with a trading volume of 287,400 shares and a transaction value of 478 million [1] - Zhiyaomeijia (003041) closed at 37.29, up 10.00% with a trading volume of 1,374,280 shares [1] - Jiumuwang (601566) closed at 11.44, up 10.00% with a trading volume of 541,700 shares and a transaction value of 605 million [1] - Qipiwolf (002029) closed at 10.94, up 7.57% with a trading volume of 1,041,200 shares and a transaction value of 1.082 billion [1] Market Capital Flow - The apparel and home textile sector saw a net inflow of 91.52 million from institutional investors, while retail investors experienced a net outflow of 125 million [2][3] - Major stocks like Wanlima (300591) had a net inflow of 90.38 million from institutional investors, but a net outflow of 67.38 million from retail investors [3] - Sanfu Outdoor (002780) had a net inflow of 78.61 million from institutional investors, with retail investors showing a net outflow of 56.16 million [3]

Group 1 - The textile and apparel sector experienced a significant upward movement on November 11, with notable stocks such as Wanshili rising over 11% [2] - Fuzhi Co. reached its daily limit, indicating strong investor interest and confidence in the stock [2] - Other companies like Wanlima increased by over 7%, while Xunlong Holdings, Zhongwang Fabric, Tanuo, and Mengjie Co. also saw gains, reflecting a broader positive trend in the sector [2]

Core Points - The Shanghai Composite Index fell by 0.41% to close at 3960.1860 points, while the Shenzhen Component Index dropped by 1.71% to 13175.221 points as of November 4 [1] Group 1: Top Gainers in Hunan Stocks - Changlan Technology opened at 16.740 and closed at 17.050, gaining 1.85% with a highest price of 17.720 and a lowest of 16.690, trading volume was 52,194 lots [2] - Mengjie Co., Ltd. opened at 4.270 and closed at 4.340, increasing by 1.64% with a highest price of 4.380 and a lowest of 4.260, trading volume was 239,327 lots [2] - Hunan Development opened at 13.100 and closed at 13.190, up by 1.46% with a highest price of 13.360 and a lowest of 13.020, trading volume was 247,072 lots [2] - Hunan Investment opened at 5.710 and closed at 5.780, rising by 1.40% with a highest price of 5.790 and a lowest of 5.660, trading volume was 170,367 lots [2] - Tianqiao Hoisting opened at 4.400 and closed at 4.510, increasing by 1.35% with a highest price of 4.530 and a lowest of 4.390, trading volume was 787,041 lots [2] Group 2: Top Losers in Hunan Stocks - Hengli Retreat opened at 0.160 and closed at 0.150, decreasing by 11.76% with a highest price of 0.170 and a lowest of 0.150, trading volume was 611,606 lots [3] - Qidi Pharmaceutical opened at 12.090 and closed at 11.450, down by 5.61% with a highest price of 12.090 and a lowest of 11.430, trading volume was 145,241 lots [3] - Kaimete Gas opened at 23.830 and closed at 23.340, falling by 4.70% with a highest price of 24.290 and a lowest of 23.130, trading volume was 763,116 lots [3] - Hunan Silver opened at 6.280 and closed at 6.130, declining by 3.46% with a highest price of 6.300 and a lowest of 6.090, trading volume was 991,979 lots [3] - Hunan Gold opened at 20.980 and closed at 20.530, decreasing by 3.16% with a highest price of 21.170 and a lowest of 20.260, trading volume was 473,720 lots [3]

Core Viewpoint - The financial integrity of Hunan Mengjie Home Textile Co., Ltd. is under scrutiny as board member Chen Jie expresses concerns over the authenticity of the company's third-quarter report, citing unresolved issues related to fund misappropriation and inadequate financial management [3][4][6]. Financial Performance - In the first three quarters of the year, Mengjie reported a revenue of 1.099 billion yuan, a decrease of 7.97% year-on-year, while net profit attributable to shareholders increased by 28.69% to 26.5176 million yuan [10]. - The net profit after deducting non-recurring gains and losses was 24.7521 million yuan, reflecting a significant increase of 105.37% year-on-year [10]. Governance Issues - Chen Jie has consistently voted against or abstained from multiple proposals, indicating a lack of confidence in the company's governance and financial practices [3][7]. - The company is currently in a state of no controlling shareholder due to recent changes in ownership and disputes among shareholders, which raises concerns about its governance structure [11]. Regulatory Concerns - Mengjie received an administrative regulatory decision from the Hunan Securities Regulatory Bureau regarding fund misappropriation involving its subsidiary, which has not been adequately addressed [4][5]. - The company has been accused of cross-period recognition of revenue and costs, leading to distorted financial data [5][6]. Internal Conflicts - There is a notable internal conflict within the board, with Chen Jie publicly questioning the company's financial reporting, which could lead to investor concerns and potential stock price volatility [12]. - The ongoing disputes and lack of consensus among board members reflect a failure in the internal control mechanisms, potentially impacting decision-making efficiency [12].

Core Viewpoint - Hunan Mengjie Home Textile Co., Ltd. reported a revenue decline of 7.97% year-on-year to 1.099 billion yuan for the first three quarters of 2025, while net profit increased by 28.69% to 26.5176 million yuan, raising concerns about the authenticity of the financial report due to issues of revenue recognition [2][3][4] Financial Performance - For the first three quarters of 2025, Mengjie achieved revenue of 1.099 billion yuan, a decrease of 7.97% year-on-year, while net profit reached 26.5176 million yuan, an increase of 28.69% [2] - The company faced significant losses in 2022, with a total revenue of 2.033 billion yuan and a net loss of 448 million yuan, primarily due to operational pressures and goodwill impairment [9] - In 2023, revenue slightly rebounded to 2.156 billion yuan, but net profit remained low at 2.241 million yuan [9] - Revenue for 2024 dropped by 20.48% to 1.715 billion yuan, with net profit at 2.488 million yuan, indicating concerns over profit quality despite a year-on-year increase of 10.99% [9] Governance Issues - Board member Chen Jie opposed the financial report, citing issues such as uncollected financial assistance exceeding 60 million yuan and the lack of adjustments for revenue recognition discrepancies as noted by the Hunan Securities Regulatory Bureau [3][4] - The company has been under scrutiny for its financial management and internal controls, with a warning issued to top executives to rectify issues within three months [5][4] - The board has been divided, with Chen Jie representing one faction and raising concerns about the company's financial practices, while the other faction, led by former actual controller Jiang Tianwu, has faced challenges due to ownership disputes and regulatory investigations [7][8] Shareholder Dynamics - The company is currently in a "no actual controller" state, with significant shifts in shareholder power dynamics following the transfer of control to Changsha Jinsen New Energy Co., Ltd. [8] - The influence of Changsha Jinsen has diminished due to judicial freezes on their shares, leading to a loss of board representation and internal governance challenges [8] - Recent changes in shareholding have brought in new investors, with the stakes of Jiang Tianwu, Changsha Jinsen, and new entrants closely aligned, complicating the control structure [9] Cost Management - The increase in net profit despite declining revenue in 2025 is attributed to significant cost control measures, with a reduction of over 60 million yuan in sales and research expenses [9] - The company has closed over 400 stores, indicating a strategic shift to manage operational costs amid declining sales in core product categories [9] Industry Comparison - Compared to competitors like Mercury Home Textile and Luolai Life, which have recovered from revenue and profit declines, Mengjie continues to struggle with falling sales and profitability [9]