证券代码：002563 证券简称：森马服饰 公告编号：2025-15 浙江森马服饰股份有限公司 2024 年度股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 1、审议通过《公司 2024 年度董事会工作报告》。 本次股东大会无新议案提交表决，也无议案被修改或否决情况。出席会议的 股东及股东委托代理人以现场投票与网络投票相结合的方式，审议通过了以下提 案： 1 浙江森马服饰股份有限公司（以下简称"公司"）于 2025 年 5 月 8 日下午 2:00 在公司会议室召开公司 2024 年度股东大会。本次会议以现场会议和网络投 票结合的方式召开，会议通知已于 2025 年 4 月 1 日以公告形式发出。 一、会议召开和出席情况 出席本次股东大会的股东及股东代表共计 241 名，代表本公司有表决权股份 数 1,957,894,685 股，占公司有表决权股份总数的 72.6737%；其中现场参加本 次股东 大会 的股 东 及股东 代表 共 21 名，代 表本 公司 有 表决权 股份数 1,787,034,125 股，占公司有表决权股份总数的 66.33 ...

上海磐明律师事务所 中国上海市浦东新区世纪大道100号 上海环球金融中心15楼T61 邮政编码: 200120 Brightstone Lawyers Suite T61, 15/F, Shanghai World Financial Center No.100 Century Avenue, Pudong New District Shanghai 200120, China Tel 电话: +86 21 6881 5499 www.brightstonelawyers.com 致：浙江森马服饰股份有限公司 关于浙江森马服饰股份有限公司 2024 年度股东大会的法律意见书 浙江森马服饰股份有限公司（下称"公司"）2024 年度股东大会（下称"本次股东大会"） 的现场会议于 2024 年 5 月 8 日（星期四）下午 2:00 在上海市闵行区莲花南路 2689 号如期 召开，本次股东大会采取现场会议与网络投票结合的方式。上海磐明律师事务所（下称"本 所"）接受公司的委托，指派沙千里、杨露律师（下称"本所律师"）出席本次股东大会，根 据《中华人民共和国公司法》（下称《公司法》）、《中华人民共和国证券法》（下称《 ...

Group 1: Retail Performance and Growth Strategy - The company emphasizes retail growth and cost management, particularly with increased direct investment, aiming to enhance employee capabilities and optimize online conversion rates [6] - In Q1 2025, the retail sector is a key focus, with strategies to improve efficiency and streamline organizational structure [6] Group 2: Children's Clothing Market and Brand Strategy - The children's clothing market is becoming increasingly competitive, with brands expanding product lines and enhancing brand image to respond to challenges [6] - The company plans to increase advertising and innovate brand strategies to boost market share, focusing on product line extension and footwear development [6] Group 3: New Consumption Environment and Business Strategy - The company is exploring the new consumption sector, having initiated content e-commerce in 2024, and is gradually adapting its traditional business growth to this new area [6] - There is a focus on enhancing direct-to-consumer capabilities and strengthening overall membership operations in a competitive landscape [6] Group 4: International Business Development - Current overseas business is low in volume but growing rapidly, with strategic adjustments to deepen presence in Asia and explore European markets [7] - The company is increasing online investments in countries without physical store coverage, leveraging digital strategies for growth [7] Group 5: Sustainable Development and Corporate Responsibility - The company is committed to green and sustainable development, balancing investment and economic benefits while adhering to new disclosure standards for social responsibility [7] - Continuous efforts are made to disclose social responsibility reports and maintain a leading position in sustainability [7] Group 6: Long-term Investment vs. Short-term Profit - The company prioritizes balancing long-term investments with short-term profits, particularly in marketing expenditures, to enhance long-term competitiveness [8] - Monthly management meetings are held to monitor the health of target developments and ensure profitability while supporting customer needs [8] Group 7: Membership System Development - Each brand under the company has its own membership system, viewed as a significant asset, with ongoing efforts to enhance member experience and integrate resources across brands [8] Group 8: New Store Opening Strategy and Brand Upgrade - Detailed discussions on new store openings in 2025 focus on single-store models, locations, and customer demographics to enhance brand quality and consumer experience [8] - Emphasis is placed on differentiating from traditional stores and improving product management during the transition from wholesale to retail [8] Group 9: Offline Retail Transformation and Operational Strategy - The company aims to strengthen the integration of online and offline traffic, focusing on quality over quantity in store operations [9] - Strategies include promoting best-selling products and controlling discounts on slow-moving items to enhance profit margins [9]

Investment Rating - The investment rating for the company is "Buy" [5] Core Views - The company reported a revenue of 3.08 billion yuan in Q1 2025, a year-on-year decrease of 1.9%, with net profit attributable to shareholders at 210 million yuan, down 38.2% year-on-year [1] - The decline in revenue is attributed to weaker performance in the franchise business compared to direct sales, influenced by an earlier Chinese New Year affecting wholesale business [2] - Increased expenditure on marketing and store openings has temporarily pressured profit margins, but this strategy is expected to support long-term growth [3] - The company anticipates revenue growth from 2025 to 2027, with projected revenues of 14.89 billion yuan, 15.75 billion yuan, and 16.55 billion yuan, respectively, reflecting growth rates of 1.8%, 5.8%, and 5.1% [4] Summary by Sections Financial Performance - In Q1 2025, the gross margin was 47.0%, with an increase in sales expense ratio to 28.6% due to heightened advertising during the Spring Festival [3] - The company experienced a significant increase in inventory, up 29.4% year-on-year to 3.35 billion yuan, leading to a decrease in operating cash flow by 81.7% to 150 million yuan [3] Revenue and Profit Forecast - The forecast for net profit attributable to shareholders for 2025, 2026, and 2027 is 1.10 billion yuan, 1.20 billion yuan, and 1.31 billion yuan, respectively, with growth rates of -3.0%, +9.0%, and +8.6% [4] - The company maintains a strong brand presence with its main brands, Balabala and Semir, and is expected to benefit from ongoing store expansions and organizational changes [4]

Investment Rating - The investment rating for the company is "Buy" with a target price not specified [6]. Core Views - The implementation of the parenting subsidy policy is expected to benefit the children's clothing business, as 23 provinces in China have begun exploring various forms of birth subsidies [2]. - The company aims to enhance its retail transformation and supply chain capabilities by focusing on consumer insights, efficient product operations, and precise product development [3]. - The company has adjusted its profit forecasts for 2025-2027, expecting revenues of 15.3 billion, 16 billion, and 17 billion respectively, with net profits of 1.1 billion, 1.2 billion, and 1.3 billion [4]. Financial Performance Summary - For Q1 2025, the company reported revenue of 3.1 billion, a year-on-year decrease of 2%, and a net profit of 200 million, down 38% year-on-year [1]. - The gross margin remained stable at 47%, while the net profit margin decreased by 4 percentage points to 7% [1]. - The sales expense ratio increased by 4 percentage points to 29%, and the management expense ratio rose by 1 percentage point to 5% [1]. Financial Forecast Summary - The company expects revenues for 2025 to be 15.25 billion, with a growth rate of 4.3% [5]. - The earnings per share (EPS) is projected to be 0.41, 0.45, and 0.49 for 2025, 2026, and 2027 respectively [4]. - The price-to-earnings (P/E) ratio is forecasted to be 14x, 13x, and 11x for the next three years [4].

Investment Rating - The report maintains a "Buy" rating for the company, with an expected relative return of over 20% within the next six months [6]. Core Views - The implementation of a parenting subsidy system is expected to benefit the children's clothing business, as 23 provinces in China are exploring various forms of birth subsidies [2]. - The company aims to enhance its retail transformation and supply chain capabilities, focusing on consumer insights, efficient product operations, and precise product development [3]. - The financial forecast has been adjusted, with expected revenues for 2025-2027 projected at 153 billion, 160 billion, and 170 billion respectively, and net profits at 11 billion, 12 billion, and 13 billion [4]. Financial Performance Summary - For Q1 2025, the company reported revenue of 31 billion, a year-on-year decrease of 2%, and a net profit of 2 billion, down 38% year-on-year [1]. - The gross margin remained stable at 47%, while the net profit margin decreased by 4 percentage points to 7% [1]. - The sales expense ratio increased by 4 percentage points to 29%, and the management expense ratio rose by 1 percentage point to 5% [1]. Financial Data and Valuation - The projected revenue growth rates for 2023 to 2027 are 2.47%, 7.06%, 4.30%, 5.10%, and 6.00% respectively [5]. - The expected earnings per share (EPS) for 2025-2027 are 0.41, 0.45, and 0.49 yuan, with corresponding price-to-earnings (P/E) ratios of 14x, 13x, and 11x [4][5]. - The company's total market capitalization is approximately 15.14 billion yuan, with a circulating market value of about 12.37 billion yuan [6].

纺织服饰/服装家纺 森马服饰（002563.SZ） 2025Q1 终端零售稳步增长，短期费用扰动利润增速 2025 年 05 月 01 日 投资评级：买入（维持） | 日期 | 2025/4/30 | | --- | --- | | 当前股价(元) | 5.62 | | 一年最高最低(元) | 7.48/4.34 | | 总市值(亿元) | 151.41 | | 流通市值(亿元) | 123.74 | | 总股本(亿股) | 26.94 | | 流通股本(亿股) | 22.02 | | 近 3 个月换手率(%) | 44.5 | 信 息 更 新 报 告 股价走势图 数据来源：聚源 -40% -20% 0% 20% 2024-05 2024-09 2025-01 森马服饰 沪深300 相关研究报告 《2024 年分红比例提升，库存结构 改善奠定增长基础—公司信息更新 报告》-2025.4.2 《2022 年业绩承压，期待轻装上阵 &开店下业绩修复—公司信息更新 报告》-2023.4.6 ——公司信息更新报告 请务必参阅正文后面的信息披露和法律声明 1 / 4 | 吕明（分析师） 周嘉乐（分析师） 张霜凝（分析师 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company experienced a slight decline in revenue in Q1 2025, with a total revenue of 3.08 billion yuan, down 1.9% year-on-year. The net profit attributable to shareholders decreased by 38.1% to 210 million yuan, primarily due to increased sales and marketing expenses [5][6] - Despite short-term profit pressure, the company is expected to recover performance through store quality improvements and channel optimization, maintaining profit forecasts for 2025-2027 [5][6] - The company’s gross margin slightly increased to 47.0%, while the net profit margin decreased to 7.0% due to higher sales expenses [7] Financial Summary - Revenue projections for 2025-2027 are 15.41 billion yuan, 16.21 billion yuan, and 17.04 billion yuan, respectively, with year-on-year growth rates of 5.4%, 5.2%, and 5.1% [8] - The net profit attributable to shareholders is forecasted to be 1.21 billion yuan in 2025, 1.30 billion yuan in 2026, and 1.41 billion yuan in 2027, with corresponding EPS of 0.45 yuan, 0.48 yuan, and 0.52 yuan [8][10] - The company’s P/E ratios are projected to be 12.6, 11.7, and 10.7 for 2025, 2026, and 2027, respectively [8][10] Operational Insights - As of Q1 2025, the company had a total of 8,268 stores, with a net decrease of 57 stores since the beginning of the year. Despite this, terminal retail maintained steady growth, indicating effective channel optimization strategies [6] - The inventory structure has improved, with a significant increase in the proportion of new products within one year of inventory age [7]

Core Insights - Semir has opened its first store in Malaysia at 1 UTAMA Shopping Centre in December 2024, followed by a second store in Sunway Pyramid Mall and the first overseas store for its children's brand Balabala in Pavilion Kuala Lumpur [1][3] Group 1: International Expansion Strategy - The opening of three stores marks a small step in Semir's nearly decade-long overseas market expansion, reflecting the trend of domestic apparel brands going global [3][4] - Semir aims to leverage its domestic supply chain and industry understanding to explore new growth paths in overseas markets, focusing on Southeast Asia, the Middle East, and breaking into Europe and the U.S. [3][4] - As of the end of 2024, Semir and Balabala have entered 15 countries and regions, with over 100 stores outside mainland China, including 30 new stores opened in 2024 [4] Group 2: Focus on Southeast Asia and the Middle East - Southeast Asia is a primary target for Chinese apparel brands due to cultural similarities, making it easier for products to penetrate the market [5] - Semir has successfully established itself in Vietnam, with Balabala operating 9 stores and plans to upgrade its management structure in the region for better market penetration [5] - The Middle East is also a key market for Semir, with a focus on partnerships with local agents to tap into the high demand for children's products [6] Group 3: Multi-Channel Strategy - Semir employs a dual-channel strategy of direct sales and partnerships with agents to optimize market entry and resource acquisition [7][8] - The company has achieved significant online growth, covering over 130 countries with online revenue increasing by over 80% year-on-year [7] - Physical stores are essential for building brand recognition and consumer relationships, with a focus on high-end positioning in Southeast Asia [8] Group 4: Adapting to Local Markets - Semir emphasizes the importance of understanding local market trends and consumer preferences to tailor its offerings [10][11] - The company has established a dedicated team for market research and product planning to ensure alignment with local cultural nuances [10][11] - In the Middle East, Semir adapts its marketing strategies to align with local customs and traditions, such as creating special product lines for Ramadan [11][13] Group 5: Long-term Goals - Semir aims for global brand recognition and market scale, aspiring to transition from a domestic brand to a global player in the fashion industry [14]

Group 1: Company Overview - Semir Fashion was established in 2002, focusing on casual and children's clothing, with major brands including Semir for adults and Balabala for children [8] - Semir brand, founded in 1996, emphasizes comfort and quality, while Balabala, established in 2002, targets children aged 0-14, positioning itself for middle-income families [8] - Semir has become a leading domestic casual wear brand, while Balabala holds a dominant market share in children's clothing [8] Group 2: Financial Performance - For Q1 2025, the company reported revenue of CNY 3.08 billion, a decrease of 1.93% from CNY 3.14 billion in the same period last year [9] - Net profit attributable to shareholders was CNY 214.37 million, down 38.12% from CNY 346.44 million year-on-year [9] - The net cash flow from operating activities fell by 81.71% to CNY 152.53 million, primarily due to increased payments for goods [10] Group 3: Inventory and Assets - As of March 31, 2025, inventory stood at CNY 3.35 billion, a decrease of CNY 134 million from the beginning of the period, but an increase of CNY 760 million compared to the same time last year [10] - The proportion of inventory items with a one-year turnover increased from 55% to 72%, indicating improved inventory health [10] - Monetary assets remained stable at CNY 8.65 billion, ensuring sufficient liquidity for ongoing operations [10] Group 4: Profitability and Expenses - The gross profit margin for the period was 47%, slightly up by 0.37 percentage points compared to the previous year [10] - Sales expenses increased by CNY 111 million, primarily due to higher advertising and service costs [11] - Management expenses rose by CNY 20 million, while financial expenses decreased by CNY 39 million [10] Group 5: Store Operations - During the reporting period, the company opened 172 stores and closed 229, resulting in a total of 8,268 stores as of March 31, 2025 [11] - The breakdown includes 2,779 adult clothing stores and 5,489 children's clothing stores, with 960 direct-operated, 74 joint-operated, and 7,234 franchised stores [11] Group 6: Retail Performance - In Q1, overall retail sales, both online and offline, showed single-digit growth year-on-year [12] - Sales continued to improve in April, maintaining a mid-to-high single-digit growth rate across the entire retail system [12]