证券代码：002678 证券简称：珠江钢琴 公告编号：2025-041 广州珠江钢琴集团股份有限公司 第四届监事会第二十二次会议决议公告 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。 广州珠江钢琴集团股份有限公司（以下简称"公司"）于2025年8月22日以书面 送达及电子邮件方式发出会议通知和议案资料，于2025年8月28日下午15：00以现场 会议方式在公司监事会办公室召开第四届监事会第二十二次会议。会议应出席监事3 名，实到监事3名。本次会议由监事会主席唐和平主持，会议的召集及召开符合《中 华人民共和国公司法》和《公司章程》等有关规定，合法有效。 （二）以 3 票同意、0 票否决、0 票弃权，审议通过《2025 年半年度报告全文 及摘要》 一、本次会议审议情况 （一）以 3 票同意、0 票否决、0 票弃权，审议通过《关于 2025 年半年度计提 资产减值准备的议案》 《关于 2025 年半年度计提资产减值准备的公告》具体内容详见巨潮资讯网 （www.cninfo.com.cn）、《证券时报》、《中国证券报》及《证券日报》。 经审议，监事会认为：董事会编制 ...

广州珠江钢琴集团股份有限公司 第四届董事会第三十八次会议决议公告 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。 广州珠江钢琴集团股份有限公司（以下简称"公司"）于 2025 年 8 月 22 日 以电子邮件及书面送达的方式发出会议通知及会议资料，于 2025 年 8 月 28 日下 午 15：30 以通讯会议的方式在公司文化中心五楼会议室召开第四届董事会第三十 八次会议。会议应参加表决董事 7 名，实际参加表决董事 7 名，全部为通讯表决。 本次会议的召开符合《中华人民共和国公司法》《广州珠江钢琴集团股份有 限公司章程》及《广州珠江钢琴集团股份有限公司董事会议事规则》相关规定。 一、会议形成以下决议 证券代码：002678 证券简称：珠江钢琴 公告编号：2025-040 《关于 2025 年半年度计提资产减值准备的公告》具体内容详见巨潮资讯网 （www.cninfo.com.cn）、《证券时报》、《中国证券报》及《证券日报》。 （二）以 7 票同意、0 票否决、0 票弃权，审议通过《2025 年半年度报告全文 及摘要》 本议案在提交公司董事会审议前已经公司董 ...

Market Overview - The entertainment products sector increased by 0.09% on August 29, with Chuangyuan Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] Stock Performance - Chuangyuan Co., Ltd. (300703) closed at 32.76, up 5.10% with a trading volume of 173,300 shares [1] - Yuanfei Pet (001222) closed at 25.27, up 4.94% with a trading volume of 121,000 shares [1] - Zhejiang Zhengte (001238) closed at 55.29, up 3.87% with a trading volume of 10,100 shares [1] - Qunxing Toys (002575) closed at 8.83, up 3.15% with a trading volume of 606,300 shares [1] - Other notable stocks include Gaole Co., Ltd. (002348) up 2.75% and Dayuan Pet (301335) up 2.13% [1] Capital Flow - The entertainment products sector experienced a net outflow of 92.30 million yuan from institutional investors, while retail investors saw a net inflow of 0.85 million yuan [2] - The sector's overall capital flow indicates a mixed sentiment among different investor types [2] Individual Stock Capital Flow - Chuangyuan Co., Ltd. had a net inflow of 44.92 million yuan from institutional investors, but a net outflow of 80.29 million yuan from retail investors [3] - Qunxing Toys saw a net inflow of 43.65 million yuan from institutional investors, with a net outflow of 36.02 million yuan from retail investors [3] - Dayuan Pet had a net inflow of 16.75 million yuan from institutional investors, but also faced a net outflow from retail investors [3]

Core Viewpoint - The company reported a significant decline in revenue and net profit for the first half of 2025, indicating potential challenges in its financial performance [1] Financial Performance - The company achieved an operating revenue of 241 million yuan, representing a year-on-year decrease of 33.89% [1] - The net profit attributable to shareholders of the listed company was -138 million yuan [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -139 million yuan [1] - The basic earnings per share were -0.1000 yuan [1]

Group 1 - The company reported a revenue of 241 million yuan for the first half of 2025, representing a year-on-year decline of 33.89% [1] - The net profit for the same period was a loss of 138 million yuan, compared to a loss of 73.27 million yuan in the previous year [1]

Financial Performance - The company's operating revenue for the first half of 2025 was ¥240,698,345.07, a decrease of 33.89% compared to ¥364,077,969.90 in the same period last year[19] - The net profit attributable to shareholders was -¥137,738,832.93, representing an 88.00% decline from -¥73,266,918.19 in the previous year[19] - The company's total revenue for the first half of 2025 was ¥240,698,345.07, representing a decrease of 33.89% compared to ¥364,077,969.90 in the same period last year, primarily due to macroeconomic changes and adjustments in education and training policies[37] - The company reported a net loss of CNY 139.38 million for the first half of 2025, compared to a net loss of CNY 77.85 million in the same period of 2024[122] - The total comprehensive income for the first half of 2025 was -126,261,651.82 CNY, compared to -84,459,396.39 CNY in the first half of 2024[125] - The company's total assets at the end of the reporting period amounted to CNY 3,640,010,000, with a significant portion in cash and cash equivalents[135] - The total equity at the end of the reporting period is 3,208,745,300 CNY, a decrease from the previous period's 3,222,223,400 CNY, reflecting a reduction of approximately 0.42%[139] Cash Flow and Assets - The net cash flow from operating activities improved by 67.67%, amounting to -¥92,055,071.13 compared to -¥284,757,876.86 in the prior year[19] - Cash and cash equivalents decreased by 7.04% to CNY 547.03 million, representing 14.07% of total assets at the end of the reporting period[42] - Cash and cash equivalents decreased significantly to CNY 117.55 million from CNY 308.51 million, a decline of 61.9%[119] - The company reported a significant increase in other receivables, which rose to CNY 301.85 million from CNY 243.33 million, an increase of 24.0%[119] - The total cash outflow from investment activities was 678,861,889.33 CNY, compared to 258,278,566.49 CNY in the previous year[129] - The cash inflow from operating activities was 204,946,524.51 CNY, up from 129,209,121.99 CNY in the previous period[128] Assets and Liabilities - The total assets at the end of the reporting period were ¥3,888,119,622.60, a decrease of 2.46% from ¥3,986,116,422.59 at the end of the previous year[19] - The company's total liabilities increased to CNY 545.77 million from CNY 517.51 million, a rise of 5.0%[121] - Long-term borrowings increased by 1.84% to CNY 192.04 million, representing 4.94% of total liabilities[42] - The equity attributable to shareholders decreased to CNY 3.33 billion from CNY 3.45 billion, a decline of 3.4%[121] Strategic Initiatives - The company invested RMB 200 million to establish a wholly-owned subsidiary for cultural tourism, aiming to integrate music culture with tourism and create high-quality projects[29] - The company launched a new subsidiary for stage lighting business with an investment of RMB 120 million, enhancing its capabilities in the cultural and tourism sectors[30] - A strategic partnership was formed with Mingdao Technology Group to leverage their expertise in stage lighting, enhancing the company's competitive edge in cultural services[31] - The company is actively exploring new markets and product lines, having developed 59 new box models and 2 finished speaker models in the first half of 2025[29] - The company plans to optimize the strategic layout of the Pearl River Piano Art Center and enhance the integration of training and sales businesses[33] Market and Product Development - The company has expanded its export business, covering 13 countries and regions, with a focus on new products like turntables and electric guitars, and has adjusted its overseas guitar sales strategy[27] - The digital instrument segment saw a 37.18% year-on-year increase in exports in the first half of 2025, driven by the launch of new products like electronic drums and wind instruments[28] - The company is focusing on high-end market segments with new product launches, including the C101B smart piano and commemorative models for the 230th anniversary of Ritter Miller[28] - The company is expanding its product offerings to include a diverse range of musical instruments beyond pianos, such as electronic drums and guitars[33] Brand and Recognition - The brand value of Pearl River Piano was reported at ¥54.14 billion, with a brand strength score of 917 in the 2025 China Brand Value Evaluation[26] - The company continues to be recognized as a "National Key Cultural Export Enterprise" for 18 consecutive years, indicating its commitment to cultural service industry transformation[26] - The company organized promotional activities leveraging e-commerce platforms and successfully held new product launch events in 10 cities nationwide[26] Challenges and Risks - The company faces challenges from a sluggish market and intensified competition, impacting profit margins[53] - The company plans to enhance technology innovation and drive transformation by increasing R&D efforts for smart and entertainment products[55] - The company is focusing on cost reduction and efficiency improvement by optimizing resource allocation to lower unit costs and enhance operational resilience[56] Shareholder Information - The total number of shareholders at the end of the reporting period was 24,987[103] - The largest shareholder, Guangzhou Urban Construction Investment Group Co., Ltd., holds 51.00% of the shares, totaling 692,743,365 shares[103] - The company completed the repurchase and cancellation of 1,414,500 restricted stocks as part of its incentive plan, reducing total share capital from 1,359,808,323 shares to 1,358,320,323 shares[63] Corporate Governance - The company has no penalties or rectifications during the reporting period[76] - There were no related party transactions in daily operations or significant contracts during the reporting period[77][78][80][90] - The company has not reported any major contracts or guarantees during the reporting period[88][87] Research and Development - Research and development expenses were CNY 15.87 million, down 29.5% from CNY 22.46 million in the previous year[122] - The company is committed to sustainable practices, incorporating eco-friendly materials and technologies in its product development[28]

Market Performance - The entertainment products sector increased by 0.3% on August 25, with Helen Piano leading the gains [1] - The Shanghai Composite Index closed at 3883.56, up 1.51%, while the Shenzhen Component Index closed at 12441.07, up 2.26% [1] Top Gainers in the Sector - Helen Piano (300329) closed at 13.30, up 8.31% with a trading volume of 248,300 shares and a turnover of 329 million yuan [1] - Zhejiang Zhengte (001238) closed at 51.88, up 5.90% with a trading volume of 12,400 shares and a turnover of 63.59 million yuan [1] - Tianyuan Pet (301335) closed at 35.03, up 5.01% with a trading volume of 118,200 shares and a turnover of 404 million yuan [1] Sector Fund Flow - The entertainment products sector experienced a net outflow of 592 million yuan from institutional investors, while retail investors saw a net inflow of 365 million yuan [2] - Speculative funds had a net inflow of 227 million yuan into the sector [2] Individual Stock Fund Flow - Tongda Chuangzhi (001368) had a net inflow of 19.20 million yuan from institutional investors, but a net outflow of 12.67 million yuan from retail investors [3] - Mingyue Lens (301101) saw a net inflow of 8.90 million yuan from institutional investors, while retail investors had a net outflow of 1.30 million yuan [3] - Helen Piano (300329) experienced a slight net outflow of 0.23 million yuan from institutional investors, with a net inflow of 33.49 million yuan from speculative funds [3]

Meeting Overview - The shareholder meeting of Guangzhou Zhujiang Piano Group Co., Ltd. was held with 167 shareholders present, representing 922,628,965 shares, which is 67.9243% of the total voting shares [1][2] - The meeting included both on-site and online voting, with 4 shareholders voting on-site for 693,737,866 shares (51.0732%) and 163 shareholders voting online for 228,891,099 shares (16.8510%) [1][2] Proposal Voting Results - Proposal 1: "Increase of Business Scope and Amendment of Articles of Association" was approved with 922,125,811 votes in favor (99.9455%), 482,904 votes against (0.0523%), and 20,250 abstentions [3] - Proposal 2: "Amendment of Related Party Transaction Decision-Making Management System" received 918,358,550 votes in favor (99.5371%), 4,193,815 votes against (0.4546%), and 76,600 abstentions [3][4] - Proposal 3: "Amendment of External Guarantee Management System" was approved with 918,284,250 votes in favor (99.5291%), 4,263,115 votes against (0.4621%), and 81,600 abstentions [4] Legal Opinion - The meeting was witnessed by lawyers from Beijing Dacheng (Guangzhou) Law Firm, who confirmed that the meeting's procedures complied with relevant laws and regulations, and the voting results were deemed valid [4]

Core Viewpoint - The legal opinion letter confirms the legality of the procedures and results of the 2025 First Extraordinary General Meeting of Guangzhou Pearl River Piano Group Co., Ltd, held on August 21, 2025, in accordance with relevant laws and regulations [2][12]. Group 1: Meeting Procedures - The meeting was convened by the board of directors and announced through various media, including the Shenzhen Stock Exchange [4][5]. - The meeting utilized a combination of on-site and online voting methods, with the on-site meeting held at the company's cultural center [5][6]. - The actual time, location, and voting methods were consistent with the prior announcements [5][6]. Group 2: Attendance and Qualifications - A total of 167 participants attended the meeting, representing 922,628,965 voting shares, which is 67.9243% of the total voting shares [7][8]. - The meeting included both on-site and online participants, with 4 on-site attendees representing 693,737,866 shares and 163 online voters representing 228,891,099 shares [6][7]. - The qualifications of the attendees and the convenor were verified to be in compliance with relevant laws and the company's articles of association [8][12]. Group 3: Proposals and Voting Results - The meeting reviewed proposals related to the expansion of business scope and amendments to the company's articles of association and related management systems [9][10]. - The voting results showed overwhelming support for the proposals, with 99.9455% approval for the first proposal and similar high approval rates for subsequent proposals [10][11]. - The voting process was conducted in accordance with legal requirements, ensuring the legitimacy of the results [12].

证券代码：002678 证券简称：珠江钢琴 公告编号：2025-039 广州珠江钢琴集团股份有限公司 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、本次股东大会无增加、变更、否决提案的情形； 2、本次股东大会无涉及变更以往股东大会已通过决议的情形。 一、会议召开和出席情况 （一）会议召开情况 1、现场会议召开时间：2025 年 8 月 21 日 14：30 2、会议召开地点：广州市增城区永宁街香山大道 38 号广州珠江钢琴集团股 份有限公司（以下简称"公司"）文化中心五楼会议室 3、会议召开方式：本次股东大会采取现场投票和网络投票相结合的方式，并 通过深圳证券交易所系统和互联网投票系统提供网络投票平台。 4、会议召集人：公司第四届董事会 5、会议主持人：公司董事长李建宁先生 6、本次会议的召集、召开符合《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》的有关规定。 （二）会议出席情况 1、股东出席的总体情况： 通过现场和网络投票的股东 167 人，代表股份 922,628,965 股，占 ...