二、董事会会议审议情况 证券代码：002569 证券简称：ST 步森 公告编号：2024-065 浙江步森服饰股份有限公司 第六届董事会第三十六次会议决议公告 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。 一、董事会会议召开情况 浙江步森服饰股份有限公司（以下简称"公司"）第六届董事会第三十六次会 议于 2024 年 8 月 28 日在公司会议室以现场结合通讯方式召开，会议通知于 2024 年 8 月 17 日以电话通知、微信通知、电子邮件等方式送达全体董事。本次会议应出席 董事 9 名，实际出席董事 9 名。本次会议的召集、召开符合《中华人民共和国公司 法》等有关法律、行政法规、部门规章、规范性文件和《公司章程》、《公司董事 会议事规则》的有关规定。 具体内容详见与本公告同日披露在《证券日报》《证券时报》《中国证券报》及 巨潮资讯网（http://www.cninfo.com.cn）上的公告《2024 年半年度报告》及《2024 年半年度报告摘要》。 三、备查文件 本次会议由公司董事长王雅珠女士主持，经全体与会董事认真审议，以书面投 票方式通过了以下议案： ...

Financial Performance - The company reported a total revenue of 1.2 billion CNY for the year 2023, representing a year-on-year increase of 15%[8]. - The net profit for 2023 was 150 million CNY, which is a 10% increase compared to the previous year[8]. - The company's operating revenue for 2023 was ¥144,082,242.84, a decrease of 6.76% compared to ¥154,524,987.95 in 2022[14]. - The total revenue for 2023 was ¥144,082,242.84, representing a decrease of 6.76% compared to ¥154,524,987.95 in 2022[33]. - The net profit attributable to shareholders for 2023 was -¥66,998,298.08, showing a slight improvement of 0.59% from -¥67,398,880.29 in 2022[14]. - The net profit after deducting non-recurring gains and losses was -¥51,104,055.27, which is an improvement of 22.10% compared to -¥65,602,261.28 in 2022[14]. - The company reported a net loss of 68.93 million yuan, with negative cash flow from operating activities for three consecutive years[130]. - The company reported a total of 838,100 shares held by its directors and senior management at the end of the reporting period[80]. Revenue Sources - The clothing manufacturing sector contributed ¥115,817,179.92, accounting for 80.38% of total revenue, with a year-on-year decrease of 3.45%[33]. - Online sales increased significantly by 122.48%, reaching ¥2,982,005.62, compared to ¥1,340,336.54 in the previous year[33]. - The revenue from shirt sales was CNY 17,226,650.70, showing a growth of 28.23% compared to the previous year[35]. - The revenue from pants sales increased by 45.72% to CNY 21,112,369.18[35]. - The revenue from franchise sales amounted to ¥58,929,626.35, with a year-on-year increase of 86.81%[47]. Market Expansion and Product Development - The company plans to launch three new product lines in 2024, focusing on sustainable materials and innovative designs[8]. - The company is exploring market expansion opportunities in Southeast Asia, aiming to enter two new countries by mid-2024[8]. - The company plans to continue expanding its market presence and enhancing product offerings in the upcoming year[35]. - The company aims to enhance its direct sales model and optimize franchise operations to improve overall sales performance[26]. Operational Challenges and Risks - The management highlighted potential risks including macroeconomic fluctuations and operational challenges, with strategies in place to mitigate these risks[3]. - Rising labor costs pose a risk to the company's operations, with the minimum wage in Shaoxing adjusted to CNY 2,070 per month, increasing operational pressures[69]. - The company faces market competition risks due to the high number of competitors in the textile and apparel industry, which may impact its revenue if consumer confidence does not recover[69]. Corporate Governance and Compliance - The company is committed to improving its corporate governance structure, ensuring compliance with laws and regulations, and protecting shareholder interests[73]. - The company has established a transparent performance evaluation and incentive mechanism for its senior management, ensuring fairness in the hiring and compensation processes[74]. - The internal audit department operates independently, assessing the effectiveness of internal controls and the integrity of financial operations[74]. - The company has established a comprehensive set of governance documents to ensure operational integrity and compliance with modern corporate governance standards[75]. Legal and Regulatory Matters - The company is involved in multiple lawsuits, including a claim for 8.4652 million yuan against two individuals for unpaid debts[165]. - The company has faced administrative penalties from the China Securities Regulatory Commission for failing to timely disclose significant shareholder actions, resulting in a warning letter issued on May 31, 2023[143]. - The company is closely monitoring ongoing litigation and will fulfill its disclosure obligations as required by law[162]. - The company has not reported any new product developments or market expansions in the latest financial disclosures[169]. Employee and Management Structure - The total number of employees at the end of the reporting period was 510, with 297 in the parent company and 213 in major subsidiaries[95]. - The company has a diverse management team with backgrounds in various industries including education, oil and gas, and technology[82][84]. - The company has established a remuneration and assessment committee to evaluate the performance of senior management annually[85]. Financial Health and Cash Flow - The company's total assets decreased by 19.94% to ¥236,666,081.33 at the end of 2023 from ¥295,617,461.24 at the end of 2022[14]. - The company's cash flow from operating activities was -¥35,815,827.16, a decline of 66.20% compared to -¥21,549,622.24 in 2022[14]. - The company reported a significant amount of funds being occupied by actual controllers and other related parties, which was fully recovered by April 30, 2024[132]. Inventory and Asset Management - The company's total inventory balance was CNY 111.94 million, with an inventory impairment provision of CNY 74.77 million[193]. - The company's inventory decreased to CNY 37,166,233.26 from CNY 47,182,195.91, reflecting a reduction of about 21.4%[199]. - The company’s fixed assets decreased significantly to CNY 7,094,206.08 from CNY 24,864,047.06, indicating a reduction of approximately 71.5%[200].

Financial Performance - The company's operating revenue for 2020 was approximately ¥254.71 million, a decrease of 29.07% compared to ¥359.12 million in 2019[6]. - The net profit attributable to shareholders for 2020 was approximately -¥153.44 million, representing a decline of 746.28% from a profit of ¥23.74 million in 2019[6]. - The total assets at the end of 2020 were approximately ¥390.64 million, down 36.61% from ¥616.30 million at the end of 2019[6]. - The net cash flow from operating activities for 2020 was approximately -¥12.44 million, a slight increase in loss of 4.92% compared to -¥11.85 million in 2019[6]. - The weighted average return on equity for 2020 was -59.08%, a decrease of 73.04% from 13.96% in 2019[6]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -8,532,502.39 CNY, compared to -41,589,314.64 CNY in the previous year[8]. - The net cash flow from operating activities was -28,108,513.83 CNY, a significant decrease from 22,750,238.46 CNY in the previous year[8]. Revenue Breakdown - The revenue from shirts was 37,695,328.40 CNY, down 32.25% year-on-year, with a gross profit margin of 29.23%[9]. - The revenue from trousers was 47,514,268.30 CNY, down 22.99% year-on-year, with a gross profit margin of 16.58%[9]. - The revenue from suits was 54,255,168.71 CNY, down 38.11% year-on-year, with a gross profit margin of 19.00%[9]. - The revenue from outerwear was 44,951,004.38 CNY, down 45.78% year-on-year, with a gross profit margin of 12.02%[9]. - The revenue from knitted garments was 38,107,944.66 CNY, down 7.08% year-on-year, with a gross profit margin of 24.64%[9]. Company Structure and Operations - The company had a total of 286 stores at the end of the reporting period, including 48 direct-operated stores, 8 joint-operated stores, and 230 franchised stores[5]. - The company established four new subsidiaries during the reporting period, including Hangzhou Shiken Clothing Co., Ltd. with a registered capital of 10 million CNY[10]. - The total number of ordinary shareholders at the end of the reporting period was 4,469, a decrease from 4,889 at the end of the previous month[8]. Strategic Focus - The company is focusing on enhancing its brand, marketing network, product design, and supply chain management to provide high-quality and fashionable men's clothing[5]. - The company is exploring e-commerce development and has established partnerships with major third-party e-commerce platforms to create a dual-channel sales model[5]. - The company aims to leverage online and offline synergies to enhance overall competitiveness in the market[5]. Dividend Policy - The company plans not to distribute cash dividends or issue bonus shares for the reporting period[2]. Accounting Changes - The company implemented the revised revenue recognition standards from January 1, 2020, affecting the financial statements without retrospective adjustments for prior periods[10].

Financial Performance - Net profit attributable to shareholders of the listed company for 2021 was approximately CNY 29.03 million, an increase of 118.92% compared to a net loss of CNY 153.44 million in 2020[6] - Operating income for 2021 was approximately CNY 258.93 million, representing a growth of 1.66% from CNY 254.71 million in 2020[6] - The company reported a basic earnings per share of CNY 0.20 for 2021, compared to a loss of CNY 1.09 per share in 2020, marking an increase of 118.35%[6] - The weighted average return on equity for 2021 was 15.40%, a significant recovery from -59.08% in 2020[6] - Total assets at the end of 2021 were approximately CNY 376.38 million, a decrease of 3.65% compared to the end of 2020[6] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 4,873[9] - The total number of shareholders for preferred stocks is zero during the reporting period[11] - The company has a total of 1.86% shares held by Changcheng Capital Management Co., Ltd., amounting to 2,680,000 shares[10] - The company has a total of 1.85% shares held by Bosen Group Co., Ltd., amounting to 2,670,000 shares[10] - The company has a total of 1.45% shares held by Ye Meiying, amounting to 2,085,600 shares[10] - There is an undisclosed relationship among the shareholders regarding their concerted actions[10] - The actual controller of Beijing Dongfang Hengzheng Technology Co., Ltd. has signed a voting rights entrustment agreement, forming a concerted action relationship[10] - There are no shareholders participating in margin financing business[10] Business Strategy - The company plans to continue enhancing quality control, product design, brand management, and supply chain operations to provide high-quality and diverse men's apparel[2] - The company has optimized its sales model by expanding direct sales and supporting well-performing franchisees, aiming to improve overall sales performance[5] - The company has a stable R&D team and focuses on independent product development, participating in fashion shows to align with market trends[4] Dividend Policy - The company does not plan to distribute cash dividends or issue bonus shares for the reporting period[1] Miscellaneous - There are no significant matters reported in the annual report[12]

证券代码：002569 证券简称：ST 步森 公告编号：2024-066 证券代码：002569 证券简称：ST 步森 公告编号：2024-066 浙江步森服饰股份有限公司 第六届监事会第二十二次会议决议公告 本次会议由公司监事会主席张宝文先生主持，全体与会监事经认真审议，以书 面投票表决的方式，审议通过了以下议案： 1、审议通过了《关于公司前期会计差错更正及追溯调整的议案》 监事会认为，公司对前期会计差错事项进行了更正并追溯调整 2019 年度、2020 年度、2021 年度、2022 年度、2023 年度及 2024 年第一季度相关财务报表和相应附 注，符合《企业会计准则第 28 号——会计政策、会计估计变更和差错更正》、《公 开发行证券的公司信息披露编报规则第 19 号——财务信息的更正及相关披露》、 《监管规则适用指引——会计类 1 号》、《深圳证券交易所股票上市规则》等有关 规定。不存在损害公司及全体股东利益的情形。监事会同意公司本次会计差错更正 及追溯调整事项。 本公司及监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。 一、监事会会议召开情况 浙江步森服饰股 ...

Financial Performance - The total operating revenue for 2019 was RMB 359.12 million, an increase of 12.28% compared to RMB 319.86 million in 2018[7] - The net profit attributable to shareholders was RMB 23.74 million, a significant recovery from a net loss of RMB 192.82 million in 2018, representing a 123.07% increase[7] - The basic earnings per share for 2019 was RMB 0.170, a recovery from a loss of RMB 1.38 per share in 2018[7] - The net profit attributable to the parent company was 44.48 million yuan, a significant increase of 123.07% year-on-year[12] - The net profit after deducting non-recurring gains and losses was -25.22 million yuan, which is a 44.80% increase in loss compared to the previous year[12] Cash Flow and Assets - The net cash flow from operating activities was negative RMB 11.85 million, but improved by 75.02% from negative RMB 47.45 million in the previous year[7] - The total assets at the end of 2019 were RMB 616.30 million, a decrease of 6.49% from RMB 659.07 million at the end of 2018[7] - The weighted average return on net assets was 13.96%, a significant improvement from -48.82% in 2018[7] Store and Subsidiary Information - The company had a total of 427 stores at the end of the reporting period, including 48 direct-operated stores, 24 joint-operated stores, and 355 franchised stores[6] - The company established two new subsidiaries in 2019, with a total registered capital of 130 million yuan[16] Revenue Breakdown - The revenue from shirts was 55.64 million yuan, down 21.70% year-on-year, with a gross margin of 40.94%[13] - The revenue from trousers was 61.70 million yuan, up 7.04% year-on-year, with a gross margin of 36.36%[13] - The revenue from suits was 87.66 million yuan, an increase of 25.70% year-on-year, with a gross margin of 35.09%[13] - The revenue from jackets was 82.91 million yuan, up 38.77% year-on-year, with a gross margin of 36.32%[13] - The revenue from knitted garments was 41.01 million yuan, with a slight decrease of 0.48% year-on-year, and a gross margin of 41.22%[13] Strategic Initiatives - The company plans not to distribute cash dividends or issue bonus shares for the reporting period[1] - The company continues to strengthen its management in quality control, product design, brand operation, supply chain, and marketing network[6] - The company has established an e-commerce division to explore online sales channels and enhance its market presence[6] - The company is actively expanding its direct sales model and new retail business to enhance sales performance[12]

Financial Performance - The company's operating revenue for the first half of 2024 was ¥69,444,065.72, representing a 4.41% increase compared to ¥66,511,919.29 in the same period last year[10]. - The net profit attributable to shareholders was -¥6,266,508.31, showing a 65.61% improvement from -¥18,219,956.14 in the previous year[10]. - The net cash flow from operating activities was ¥2,052,574.22, a significant increase of 108.51% compared to -¥24,112,021.97 in the same period last year[10]. - The basic earnings per share improved to -¥0.05, a 61.54% increase from -¥0.13 in the previous year[10]. - The company's operating revenue for the current period is ¥69,444,065.72, representing a year-on-year increase of 4.41% compared to ¥66,511,919.29 in the same period last year[23]. - The company reported a significant improvement in cash flow from operating activities, generating ¥2,052,574.22 compared to a cash outflow of ¥24,112,021.97 in the previous year, an increase of 108.51%[23]. - The company reported a net loss of CNY 7,317,891.34 in the first half of 2024, compared to a net loss of CNY 18,205,539.51 in the same period of 2023, indicating an improvement of approximately 59.8%[148]. - The total comprehensive income for the first half of 2024 was reported at 3,403,666.37 yuan[161]. Assets and Liabilities - Total assets at the end of the reporting period were ¥219,508,540.75, a decrease of 7.25% from ¥236,666,081.33 at the end of the previous year[10]. - The net assets attributable to shareholders decreased to ¥85,610,802.11, down 6.81% from ¥91,871,819.30 at the end of the previous year[10]. - Cash and cash equivalents decreased by 8.94%, from 42,316,375.74 RMB at the end of the previous year to 19,626,691.76 RMB[42]. - Accounts receivable increased by 3.47%, from 45,846,490.46 RMB to 50,129,786.65 RMB, indicating a growing reliance on credit sales[42]. - Inventory increased by 1.50%, from 37,166,233.26 RMB to 37,752,543.82 RMB, reflecting a strategy to meet anticipated demand[42]. - Total liabilities decreased from CNY 143,289,669.41 to CNY 133,444,529.05, a reduction of approximately 6%[142]. - Current liabilities totaled CNY 106,466,132.84, down from CNY 117,810,955.17, indicating a decrease of about 9.5%[142]. Operational Strategy - The company plans to open 15 new stores in Spring/Summer 2025, including 3 joint venture stores and 12 franchise stores[15]. - The company maintains a dual production model combining self-manufacturing and outsourcing to optimize production efficiency[16][17]. - The company has established a comprehensive marketing network that includes department stores, shopping centers, and e-commerce platforms[20]. - The company operates a diversified multi-channel marketing model, combining direct sales and online platforms such as Tmall[31]. - The company is expanding its market presence and product lines, establishing Shaanxi Bosen Apparel Intelligent Manufacturing Co., Ltd. to enhance brand competitiveness and supply chain management[51]. - The company plans to enhance design innovation and optimize its marketing network to adapt to changing consumer demands and improve operational quality[50]. Risks and Challenges - The company faces risks including market competition, rising labor costs, and operational risks, which investors should be aware of[1]. - The company experienced a 51.26% decline in export sales, which totaled ¥3,427,451.39, down from ¥7,032,504.15 in the previous year[25][28]. - The company faces increased operational pressure due to rising labor costs, with the minimum monthly wage in Shaoxing adjusted to CNY 2,260 and the hourly wage for part-time work to CNY 22[51]. - The company faces market competition risks due to a crowded industry and similar marketing strategies among competitors, which may impact revenue if consumer confidence does not recover[50]. Shareholder and Governance - The company plans not to distribute cash dividends or issue bonus shares for this period[1]. - The annual shareholders' meeting had a participation rate of 27.99% on June 28, 2024, with resolutions disclosed on June 29, 2024[53]. - The company has been actively implementing a stock incentive plan, granting 4.2 million restricted shares to 15 incentive targets as part of its 2020 plan[56]. - The controlling shareholder has pledged not to reduce their stake in the company within the next 12 months[64]. - The company guarantees that any necessary related party transactions will be conducted at fair market prices, protecting the interests of minority shareholders[63]. Legal and Compliance - The company is involved in a lawsuit with an amount of 73.2 million RMB, which has not formed a provision for liabilities[94]. - The company is currently in negotiations to resolve a dispute involving a total claim of ¥1,195,760 related to a sales contract, with scheduled payments from June to December 2024[108]. - The company has acknowledged the importance of compliance with relevant laws and regulations to mitigate risks associated with fund occupation[90]. - The company has not reported any violations regarding external guarantees during the reporting period[91]. Future Outlook - The company provided a positive outlook for the second half of 2024, projecting a revenue growth of 25% compared to the same period last year[67]. - New product launches are expected to contribute an additional 300 million RMB in revenue by the end of 2024[68]. - The company is considering strategic acquisitions to bolster its supply chain efficiency, with a budget of 500 million RMB allocated for potential deals[66]. - The company aims to reduce operational costs by 15% through improved efficiency measures implemented in Q3 2024[68].

证券代码：002569 证券简称：ST 步森 公告编号：2024-067 浙江步森服饰股份有限公司 关于前期会计差错更正及追溯调整的公告 本公司及监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、基于谨慎性原则，公司严格按照《企业会计准则第 28 号——会计政策、会计 估计变更和差错更正》《公开发行证券的公司信息披露编报规则第 19 号——财务信 息的更正及相关披露》《监管规则适用指引——会计类 1 号》《深圳证券交易所股票 上市规则》等有关规定，公司对前期会计差错事项进行了更正并追溯调整 2019 年度、 2020 年度、2021 年度、2022 年度、2023 年度及 2024 年第一季度相关财务报表。 2、公司采用追溯重述法对已披露的定期报告进行更正和内容修订。本次调整不 会导致公司已披露的相关年度报表出现盈亏性质的改变。 3、公司将聘请会计师事务所对本次会计差错更正及追溯调整后的财务报表所涉 相关事项进行专项鉴证，并将在相关核查工作完成后及时披露专项鉴证报告。 浙江步森服饰股份有限公司（以下简称"公司"、"上市公司"或"步森股份"） 于 2024 ...

| 编制单位：浙江步森服饰股份有限公司 | | | | | | | | | | | 金额单位：人民币万元 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性资金占用 | 资金占用方名称 | 占用方与上市公司的 关联关系 | 上市公司核算的会计 科目 | 2024年初占用资金余额 | 2024年度占用累计发生金额 （不含利息） | 2024年度占用资金的利息 有） | （如 | 2024年度偿还累计发生额 | 2024年末占用资金余额 | 占用形成原因 | 占用性质 | | 控股股东、实际控制人及其附属企业 | 不适用 | | | | | | | | | | 非经营性占用 | | | | | | | | | | | | | 非经营性占用 | | 小 计 | —— | —— | —— | 0.00 | 0.00 | | 0.00 | 0.00 | 0.00 | —— | —— | | 前控股股东、实际控制人及其附属企业 | 王雅珠 | 原实际控制人 | 其他应付款 | 0.00 | 19,710,00 ...

证券代码：002569 证券简称：ST 步森 公告编号：2024-063 浙江步森服饰股份有限公司 关于公司办公地址变更的提示性公告 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。 联系电话：0571-87837827 联系传真：0571-87837827 电子邮箱：busenup@163.com 除上述变更内容外，公司注册地址、公司网址、投资者联系电话、电子邮箱等其 他联系方式均保持不变，欢迎广大投资者通过上述渠道与公司保持沟通联系。 特此公告。 浙江步森服饰股份有限公司董事会 浙江步森服饰股份有限公司（以下简称"公司"或"步森股份"）为适应经营发 展需要，已于近日正式启用全新办公总部，现将办公地址及联系方式公告如下： 办公地址：浙江省杭州市钱塘区下沙街道天城东路 433 号 3—1 号楼 301-310 室 （金沙中心 B1 栋 301-310 室） 邮政编码：310000 2024 年 8 月 16 日 ...