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 年第二次临时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 年第二次临时股东大会（下称"本次股 东大会"）的现场会议于 2024 年 11 月 15 日（星期五）下午 3:00 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，指派黄栩、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 ...

关于公司股东股份解除质押及质押的公告 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。 浙江森马服饰股份有限公司（以下简称"公司"）近日接到股东邱坚强先生 的通知，获悉邱坚强先生所持有本公司的部分股份办理了解除质押及质押，具体 事项如下： 一、股东股份解除质押及质押情况 证券代码：002563 证券简称：森马服饰 公告编号：2024-40 浙江森马服饰股份有限公司 截至公告披露日，上述股东及其一致行动人所持质押股份情况如下： | 股东名称 | 持股数量（股） | 持股比 | 本次质押前质 | 本次质押后质 押股份数量暨 | 累计被标 | 合计占其 | 合计占公 | 已质押股份情况 | | 未质押股份情况 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 例 | 押股份数量 | 累计被质押数 | 记数量 | 所持股份 | 司总股本 | 已质押股份限 | 占已质 | 未质押股份 | 占未质 | | | | | | 量 | | 比例 | 比例 | 售和 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The company reported Q3 2024 revenue of 3.44 billion yuan, with a year-on-year increase of 3.2%, but net profit attributable to shareholders decreased by 36.0% [3][4]. - The company is focusing on solidifying its foundation through comprehensive strategies, controlling discounts, and reducing inventory, which are showing positive results [5]. - The company anticipates a recovery in performance as channel inventory decreases and quality improves, with expected net profits for 2024-2026 being 1.16 billion, 1.33 billion, and 1.46 billion yuan respectively [5]. Revenue Analysis - In Q3, the company achieved a revenue of 3.44 billion yuan, reflecting a 3.2% year-on-year growth, outperforming overall market trends [3]. - Online channels performed better than offline, primarily due to weak foot traffic in physical stores, with growth in live-streaming driving online sales [3][4]. - The children's clothing segment outperformed casual wear, attributed to a faster store opening pace in the children's category [3]. Profitability Analysis - The gross margin in Q3 was 42.4%, down 0.8 percentage points year-on-year, but still at a historical high due to improved online gross margins [4]. - The decline in net profit was mainly due to a 2.0 percentage point increase in operating expenses, with sales, management, R&D, and financial expenses rising [4]. - The company faced a decrease in fair value gains and increased asset impairment losses, impacting profitability [4]. Operational Efficiency - As of Q3, inventory increased by 14.1% year-on-year to 4.17 billion yuan, with inventory turnover days accelerating by 24 days to 180 days [5]. - The company reported a negative net cash flow from operations in Q3, primarily due to increased cash payments for goods [5]. - Accounts payable increased by 1.1 billion yuan year-on-year, but the company maintains a strong cash position, indicating robust risk resistance [5]. Future Outlook - The company is expected to see a recovery in performance as inventory levels decrease and quality improves, with a potential for revenue growth from new store openings [5]. - The projected net profits for 2024-2026 suggest a positive trend, with corresponding price-to-earnings ratios of 14, 12, and 11 times [5].

Company Rating - Buy rating with a current price of 6.09 yuan and a fair value of 7.04 yuan [1] Core Views - The company is a dual leader in domestic casual wear and children's wear, with the Semir brand being the top local casual wear brand and Balabala holding the top market share in children's wear for multiple years [2] - Casual wear business: The brand has undergone a comprehensive renewal, with the introduction of the "New Semir" concept, focusing on comfort, versatility, and national appeal, leading to an upgrade in brand image and product quality [2] - Children's wear business: Benefiting from rational consumption trends, the children's wear segment shows strong long-term growth potential, with Balabala expanding its overseas presence and entering Southeast Asian markets [2] - Online business: Steady growth in e-commerce, with the channel transitioning from inventory clearance to a primary sales channel, achieving higher gross margins and increasing revenue share [3] Financial Performance - Revenue for 2022A, 2023A, 2024E, 2025E, and 2026E is projected at 13,331 million yuan, 13,661 million yuan, 15,053 million yuan, 16,587 million yuan, and 18,296 million yuan, respectively, with growth rates of -13.5%, 2.5%, 10.2%, 10.2%, and 10.3% [1] - Net profit attributable to the parent company for the same periods is 637 million yuan, 1,122 million yuan, 1,264 million yuan, 1,491 million yuan, and 1,730 million yuan, with growth rates of -57.1%, 76.1%, 12.7%, 17.9%, and 16.0% [1] - EPS for 2024E, 2025E, and 2026E is forecasted at 0.47 yuan, 0.55 yuan, and 0.64 yuan, respectively [1] Business Overview - The company operates in both casual wear and children's wear, with Semir and Balabala as its flagship brands, targeting mass-market families and children aged 0-14, respectively [11] - The company also owns and operates multiple other brands, including MarColor, MiniBala, Heyjunior, Semirkids, and Aiken, covering various segments from infant wear to school uniforms and casual wear [12][13] - The company has a diversified brand portfolio, including licensed international brands such as Juicy Couture, Marc O'Polo, Asics Kids, and Puma Kids, enhancing its market presence and product offerings [15] Historical Development - The company was founded in 1996, initially focusing on casual wear, and later expanded into children's wear with the launch of Balabala in 2002 [19] - The company has gone through several phases of growth, including rapid expansion through franchising, inventory management during industry downturns, and supply chain reforms to improve responsiveness [20][21] - Post-pandemic, the company has focused on brand renewal and channel optimization, with both casual wear and children's wear segments showing recovery and growth [23] Profitability and Financial Health - The company's gross margin has steadily increased from 29.52% in 2008 to 46.1% in 2024H1, driven by improvements in product quality, functionality, and brand strength [28] - The children's wear segment has a significantly higher gross margin compared to casual wear, contributing to the overall profitability of the company [28] - The company maintains a low debt-to-asset ratio of 32.6% as of 2024H1, with strong cash reserves and a stable financial position, supporting future growth and investment [32] Industry Analysis - The adult casual wear market in China is substantial, with a market size of 16,730 billion yuan in 2023, showing a growth rate of 1.7% [48] - The competitive landscape in the casual wear industry is improving, with market share increasingly concentrated among leading brands such as Semir, UR, and Peacebird [49] - Semir's product positioning and pricing strategy are more aligned with mass-market consumers, with a focus on comfort and versatility, similar to Uniqlo, while other brands like ZARA and H&M target more fashion-forward segments [49][52] Strategic Initiatives - The company has implemented multiple equity incentive plans and employee stock ownership plans to motivate and retain key talent, demonstrating confidence in future growth [42][44] - The company has a high dividend payout policy, with an average payout ratio of 74% since its IPO, reflecting a strong commitment to shareholder returns [46]

森马服饰（002563.SZ） 优于大市 第三季度收入增长 3%，净利率短期承压 第三季度收入增长 3%，净利率短期承压。森马旗下拥有以森马品牌为代表的 成人休闲服饰和以巴拉巴拉品牌为代表的儿童服饰。2024 第三季度收入同比 增加 3.2%至 34.4 亿元，表现好于同行。毛利率在历史较高水平下小幅波动， 由于折扣略放松，同比减少 0.8 百分点至 42.4%。在公司强开店战略下，开 店所需的成本费用上升，同时公司加大宣传和研发力度，举办走秀、代言相 关活动增加品牌热度，提升产品品质，第三季度整体费用率增加 2.0 百分点 至 30.9%，其中主要是财务/销售/研发费用率分别同比+0.9/0.7/0.5 百分点 至 0.2%/23.1%/2.7%。短期影响公司报表业绩，但品牌建设和产品品质提升 将利好公司中长期表现。主要受毛利率下滑以及费用率增长影响，第三季度 归母净利润同比-36.0%至 2.0 亿元，净利率同比-3.6 百分点至 5.9%。 库存金额上升，存货周转效率提升。四季度进入服装销售旺季，为获取冬季 销售成本优势，公司提前备货，截至 9 月末存货金额同比+14.1%至 41.7 亿 元；存货周转 ...

Investment Rating - The report assigns a "Buy" rating for the company, marking the first coverage [1][3]. Core Insights - The company reported a revenue of 9.399 billion yuan for the first three quarters of 2024, reflecting a year-on-year increase of 5.62%. However, the net profit attributable to shareholders decreased by 9.25% to 755 million yuan [2]. - In Q3 2024, the company achieved a revenue of 3.444 billion yuan, a year-on-year increase of 3.15%, but the net profit attributable to shareholders fell significantly by 35.97% to 203 million yuan [2]. - The gross margin for the first three quarters of 2024 was 44.77%, up from 44.13% in the same period last year, while the net margin decreased to 8.01%, down 1.32 percentage points year-on-year [2]. - The report highlights a notable increase in inventory, with net inventory amounting to 4.168 billion yuan, a year-on-year increase of 14.10% [2]. Financial Performance Summary - For 2024-2026, the company is expected to achieve revenues of 14.58 billion, 15.79 billion, and 17.00 billion yuan, representing year-on-year growth rates of 7%, 8%, and 8% respectively [3]. - The forecasted net profit attributable to shareholders for the same period is projected to be 1.111 billion, 1.300 billion, and 1.452 billion yuan, with a slight decrease of 1% in 2024, followed by increases of 17% and 12% in 2025 and 2026 respectively [3]. - The report indicates that the company's price-to-earnings (P/E) ratios for 2024, 2025, and 2026 are estimated to be 14.8, 12.6, and 11.3 times respectively [3].

公司报告| 季报点评 森马服饰 ( 002563 ) 10 月以来零售表现改善 公司发布三季报 公司 24Q3 收入 34 亿,同增 3%;归母净利 2 亿同减 36%, 扣非后归母净 利 2 亿同减 35%;利润减少系三季度营业成本、销售费用及研发费用增长, 其中品牌运营、新开店铺及研发费用投入增加，将对公司未来的营收及业 绩产生积极影响。 24Q1-3 公司收入 94 亿同增 5.6%, 归母净利 8 亿同减 9.25%, 扣非后归母 净利 7 亿同减 5%。 24Q1-3 公司毛利率 44.77%同增 0.64pct; 净利率 8.01%同减 1.33pct。前三 季毛利率较去年有所增长，系公司产品力提升，销售折率相应提高，同时， 线上新品销售折扣持续拉升,促进产品毛利率提高,全域同款同价产品比 例提升也增强品牌全域一致性。其中 24Q3 毛利率出现微幅波动。 24Q1-3 公司零售增长 2.08%,其中,森马-1.69%,巴拉巴拉 2.91%。线上 12.28%,线下-2.09%。公司 10 月销售表现较好,10 月份截至今,包括直 营与加盟、线上与线下全渠道整体零售呈双位数增长。四季度开局良好, 随 ...

Investment Rating - The report maintains a "Buy" rating for the company, with a target price of 6.16 CNY for 2025, based on an 11x PE valuation [2][7]. Core Insights - The company reported a revenue of 9.399 billion CNY for the first three quarters of 2024, representing a year-on-year growth of 5.62%, while the net profit attributable to the parent company was 755 million CNY, a decline of 9.25% [1]. - In Q3 2024, the company achieved a revenue growth of 3.15% year-on-year, although the net profit saw a significant decline of 36% [1]. - The company has successfully increased its store count, with net additions of 52 and 151 stores in the leisure and children's apparel segments, respectively, reaching a total of 2,755 and 5,385 stores [1]. - The company has implemented a stock incentive plan, granting 97.234 million stock options to 144 employees, which reflects confidence in future growth [1]. Financial Performance Summary - Revenue for 2024 is projected to be 14.186 billion CNY, with a year-on-year growth of 3.8% [5]. - The gross profit margin for Q3 2024 decreased by 0.8 percentage points to 42.4%, while the net profit margin fell by 3.6 percentage points to 5.9% [1]. - The company’s earnings per share for 2024-2026 are forecasted to be 0.42, 0.56, and 0.62 CNY, respectively [2][7]. - The company’s net profit attributable to the parent company is expected to grow from 1.128 billion CNY in 2024 to 1.677 billion CNY in 2026 [5].

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company reported a revenue of 9.4 billion yuan for the first three quarters of 2024, representing a year-on-year increase of 5.62%, while the net profit attributable to shareholders was 755 million yuan, down 9.25% year-on-year [2] - In Q3, the company achieved revenue growth against a backdrop of weak domestic consumption, outperforming peers, although net profit declined significantly due to lower gross margins and increased expense ratios [2][4] - The company is in a new store opening cycle, with over 100 net new stores opened in Q3, focusing on optimizing channel structure and enhancing online sales performance [3] Financial Performance Summary - For Q3 2024, the gross margin decreased by 0.84 percentage points to 42.44%, attributed to increased discounts and rising costs, while the expense ratio rose by 2.04 percentage points to 30.93% [4] - The company's inventory at the end of Q3 was 4.17 billion yuan, up 14.1% year-on-year, with inventory turnover days decreasing by 48 days to 180 days [4] - The report slightly adjusts the net profit forecasts for 2024-2026 to 1.20 billion, 1.34 billion, and 1.48 billion yuan, respectively, corresponding to P/E ratios of 13, 12, and 11 [5]

股 票 研 究 公 司 更 新 报 告 证 券 研 究 报 告 | --- | --- | --- | --- | --- | --- | |--------------------------------------|--------|--------|--------|--------|--------| | [Table_Finance] 财务摘要（百万元） | 2022A | 2023A | 2024E | 2025E | 2026E | | 营业收入 | 13,331 | 13,661 | 14,545 | 15,919 | 17,313 | | (+/-)% | -13.5% | 2.5% | 6.5% | 9.4% | 8.8% | | 净利润（归母） | 637 | 1,122 | 1,227 | 1,346 | 1,486 | | (+/-)% | -57.1% | 76.1% | 9.4% | 9.7% | 10.4% | | 每股净收益（元） | 0.24 | 0.42 | 0.46 | 0.50 | 0.55 | | 净资产收益率 (%) | 5.8% | 9.8% | 10.3% | ...