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]

Core Viewpoint - Dream洁股份' financial report raises concerns over potential financial fraud due to long-term revenue recognition issues and the possibility of triggering new delisting regulations. The company currently lacks a controlling shareholder, with a dispersed ownership structure, leading to questions about its future stability [2][10]. Financial Performance - Dream洁股份 reported a revenue of 1.099 billion yuan, a year-on-year decrease of 7.97%, while the net profit attributable to shareholders was 26.5176 million yuan, an increase of 28.69%. In Q3, revenue was 366 million yuan, up 9.76%, and net profit was 1.1026 million yuan, up 131.11% [2][3]. Board Dispute - Director Chen Jie opposed the authenticity of the Q3 report, citing issues with long-term revenue recognition and related fund lending that were not adjusted in the financial statements. This led to a lack of credibility in the reported financial data [3][4]. Financial Management Issues - The company has faced issues with cross-period revenue recognition and fund lending, particularly involving its subsidiary, Fujian Dafa Sleep Technology Co., which had outstanding loans to an individual totaling 66.0273 million yuan as of December 31, 2021, and 63.3763 million yuan as of September 30, 2025. Chen Jie criticized the company's failure to pursue repayment of these loans [3][4]. Ownership Structure and Control - The change in actual control in August 2022, where the founder transferred voting rights to Jin Sen New Energy, has led to internal conflicts within the board. The new controlling shareholder's unclear ownership structure raises concerns about future control disputes [6][7][8]. Regulatory Scrutiny - The company is under scrutiny from the Hunan Securities Regulatory Bureau due to issues related to the actual controller's shareholding and potential illegal fundraising activities linked to the new controlling shareholder [8][9]. Delisting Risk - The company has been involved in cross-period revenue recognition for over three years, which could trigger delisting risks under new regulations targeting long-term financial fraud. The potential for criminal liability exists if the financial misconduct is confirmed [13][14]. Shareholder Dynamics - The current ownership structure is fragmented, with the top three shareholders holding similar stakes, leading to uncertainty regarding the company's governance and strategic direction. Notably, prominent investor Wu Shichun has recently acquired a significant stake, raising questions about the stability of control [10][12].

Core Viewpoint - Dream Jie's performance in the home textile industry shows a competitive position, ranking fourth in revenue and sixth in net profit among peers, indicating both strengths and areas for improvement in financial metrics [2][3]. Group 1: Company Overview - Dream Jie Co., Ltd. was established on April 9, 1981, and listed on the Shenzhen Stock Exchange on April 29, 2010. The company is based in Changsha, Hunan Province, and is a well-known player in the domestic home textile industry, focusing on the research, design, production, and sales of bedding products [1]. - The company operates primarily in the home textile sector, with its main products being bedding items, and is categorized under the textile and apparel industry [1]. Group 2: Financial Performance - For Q3 2025, Dream Jie reported a revenue of 1.099 billion yuan, ranking fourth in the industry, with the top competitor, Luolai Life, generating 3.385 billion yuan, and the industry average at 1.512 billion yuan [2]. - The company's net profit for the same period was 26.1234 million yuan, placing it sixth in the industry, while Luolai Life led with a net profit of 340 million yuan [2]. Group 3: Financial Ratios - As of Q3 2025, Dream Jie had a debt-to-asset ratio of 51.24%, which is higher than the industry average of 29.39%, showing a relatively high level of leverage [3]. - The gross profit margin for Dream Jie in Q3 2025 was 39.74%, slightly below the industry average of 39.88% [3]. Group 4: Executive Compensation - The chairman, Jiang Tianwu, received a salary of 1 million yuan in 2024, unchanged from the previous year. The general manager, Tu Yunhua, earned 970,500 yuan, which is an increase of 26,800 yuan from 2023 [4]. Group 5: Shareholder Information - As of September 30, 2025, the number of A-share shareholders for Dream Jie increased by 7.09% to 31,400, while the average number of shares held per shareholder decreased by 6.62% to 20,600 shares [5].

Core Viewpoint - Mengjie Co., Ltd. ("the Company") faces significant internal governance issues despite reporting a year-on-year increase in net profit for the third quarter of 2025, highlighting deeper financial and operational crises [1][2]. Financial Performance - For the first three quarters of 2025, the Company achieved revenue of approximately 1.099 billion yuan, a year-on-year decrease of 7.97% [1]. - The net profit attributable to shareholders was approximately 26.52 million yuan, reflecting a year-on-year increase of 28.69% [1]. - The revenue for the first three quarters is the lowest since 2017, with the third quarter's net profit after deducting non-recurring gains and losses being less than 800,000 yuan, and the gross profit margin dropping to 0.33% [3]. Internal Control and Governance Issues - Director Chen Jie has consistently raised concerns about the authenticity of the Company's financial reports, having questioned the accuracy of 10 reports since February 2023 [2]. - The Company has unresolved issues regarding a personal loan exceeding 60 million yuan dating back four years, and there are allegations of financial misconduct, including "cross-period recognition" of income, costs, and expenses [2]. - The Hunan Securities Regulatory Bureau issued a decision indicating that the Company lacks adequate financial management and internal control, and has been negligent in recovering borrowed funds [2]. Operational Challenges - Since 2021, the Company's revenue has been in continuous decline, with significant losses totaling over 600 million yuan over two years, despite a brief recovery in the last two years [3]. - The Company's performance has shown increased volatility, with a notable decline in profitability since reaching a peak in 2021, and the basic financial condition remains unstable as of 2024 and 2025 [3]. Management Response - In response to Chen Jie's concerns, the Company stated that it has initiated recovery actions and implemented various measures, although market participants view this as a delayed response to long-standing issues [4]. - The Company, a well-established player in the textile industry, primarily produces bedding products, and acknowledges the need for deeper reforms in internal control, financial management, and business expansion to overcome current challenges [4].

Core Viewpoint - Mengjie Co., Ltd. is facing deeper crises beyond its reported profit growth, highlighted by internal governance issues and financial compliance concerns, as evidenced by a board member's dissent regarding the authenticity of the third-quarter report [1][4]. Financial Performance - In Q3 2025, Mengjie reported revenue of 1.099 billion yuan, a decrease of 7.97% year-on-year, while net profit attributable to shareholders was 26.52 million yuan, an increase of 28.69% [1][8]. - The company's revenue has been declining since 2021, with the lowest revenue for the first three quarters since 2017, and a significant drop in net profit in Q3 2025 to only 110.26 thousand yuan, a 92.83% decrease from the previous quarter [2][8]. Internal Governance Issues - Board member Chen Jie has raised concerns about the company's financial compliance, particularly regarding a personal loan of over 60 million yuan that remains unresolved despite regulatory intervention [1][4]. - Chen has consistently questioned the authenticity of the company's financial reports, indicating a pattern of financial mismanagement and potential fraud [1][5]. Regulatory Scrutiny - Mengjie’s subsidiary, Fujian Dafang Sleep Technology Co., Ltd., received a regulatory fine for inadequate financial management and failure to recover loans, which has raised further concerns about the company's internal controls [4][5]. - The company has been accused of cross-period recognition of income and expenses, which is considered a typical form of financial fraud [5][6]. Market Position and Challenges - Mengjie Co., Ltd. is a long-established player in the textile home goods sector, but its performance has been unstable, with significant losses recorded in recent years [7][8]. - The company’s revenue peaked at 2.463 billion yuan in 2021 but has since declined, with a 30.37% drop in revenue by 2024 compared to the peak [8].