深圳市安奈儿股份有限公司 简式权益变动报告书 上市公司名称：深圳市安奈儿股份有限公司 股票上市地点：深圳证券交易所 股票简称：安奈儿 股票代码：002875 信息披露义务人一：曹璋 住所：广东省深圳市南山区************ 通讯地址：广东省深圳市南山区************ 信息披露义务人二：王建青 住所：广东省深圳市福田区************ 通讯地址：广东省深圳市福田区************ 股份变动性质：股份减少 签署日期：2025 年 6 月 信息披露义务人声明 一、本报告书系依据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司收购管理办法》《公开发行证券的公司信息披露内容与格式准则第 15 号—权益变动报告书》及相关的法律、法规和部门规章的有关规定编制。 二、信息披露义务人签署本报告书已获得必要的授权和批准，其履行义务亦 不违反任何法律法规及内部规范性文件。 三、依据《中华人民共和国证券法》《上市公司收购管理办法》的规定，本 报告书已全面披露了信息披露义务人在深圳市安奈儿股份有限公司中拥有权益 的股份变动情况。 截至本报告书签署日，除本报告书披露的信息外，信息披露义务人没 ...

国联民生证券承销保荐有限公司 关于 深圳市安奈儿股份有限公司 详式权益变动报告书 之 财务顾问核查意见 财务顾问 二零二五年六月 1 / 112 财务顾问声明 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司收购 管理办法》《公开发行证券的公司信息披露内容与格式准则第15号——权益变动 报告书》及《公开发行证券的公司信息披露内容与格式准则第16号——上市公司 收购报告书》等相关法律法规和规范性文件的规定，国联民生证券承销保荐有限 公司按照行业公认的业务标准、道德规范，本着诚实信用、勤勉尽责的原则，对 《深圳市安奈儿股份有限公司详式权益变动报告书》所披露的内容出具核查意见。 本财务顾问特作出如下声明： 一、本财务顾问没有委托或授权其他任何机构或个人提供未在本核查意见中 列载的信息和对本核查意见做任何解释或者说明。 二、本财务顾问依据的有关资料由信息披露义务人提供。信息披露义务人已 做出承诺，保证其所提供的所有书面文件、材料及口头证言真实、准确、完整、 及时，不存在任何重大遗漏、虚假记载或误导性陈述，并对其真实性、准确性、 完整性和合法性负责。 三、本财务顾问已按照规定履行尽职调查义务，有充分理由确 ...

Core Viewpoint - The article discusses the expansion of the "Century Jinyuan" capital group led by Huang Tao, highlighting his diverse investments and connections, particularly through alumni networks from Xiamen University, which play a significant role in his investment strategies [2][20]. Group 1: Investment Activities - On June 10, Anner (002875.SZ), known as the "first stock in children's clothing," announced that Shenzhen Xinchengyuan Investment Partnership would become its controlling shareholder, with Huang Tao as the actual controller [3][6]. - Huang Tao's diversified investments are accelerating, including a strategic investment in Fengtan Robotics, a company focused on construction robotics, and significant stakes in listed companies like Shenkai Co. (002633.SZ) and Wantong Technology (002331.SZ) [8][9]. - Century Jinyuan has invested over 400 billion RMB across various sectors, including real estate, finance, and technology, with over 600 controlled companies and more than 20,000 employees [12]. Group 2: Family Background and Wealth Stability - Huang Tao, the son of Huang Rulun, controls 60% of Century Jinyuan and has maintained the family's wealth between 34 billion to 36 billion RMB from 2022 to 2024, showcasing stability compared to other real estate families [16][14]. - The article emphasizes the importance of alumni networks, particularly from Xiamen University, in facilitating Huang Tao's investments, including his significant stake in Wantong Technology [20][19]. Group 3: Historical Context and Leadership Transition - Huang Rulun, the founder of Century Jinyuan, faced legal issues and transferred significant ownership to his son Huang Tao in 2018, marking a generational shift in leadership [33][34]. - The company has evolved from a real estate focus to a diversified business empire, with Huang Rulun previously involved in various sectors, including banking and insurance [35][36].

Group 1 - The core phenomenon observed in the capital market is that traditional giants with stable profits may have flat valuations, while emerging models that tell growth stories, even if unprofitable, enjoy high premiums [1][2] - The market's "expectation pricing" logic indicates that stock prices reflect future cash flows rather than past performance, leading to a preference for companies with growth narratives over those with short-term profitability [2][3] - Anner's new controlling shareholder, Huang Tao, brings a strong background in children's commercial models, which may synergize with Anner's strategic direction in the children's industry [3][4] Group 2 - Anner possesses an undervalued channel network with nearly 700 stores nationwide and a database of children's body characteristics, which can serve as a competitive barrier in the current market [3][4] - The potential for upgrading stores into multifunctional spaces that enhance customer experience and engagement could activate dormant value and inject new growth narratives into Anner [4][5] - Anner's brand value is significant in the children's clothing industry, where trust is paramount, and the company has established itself as one of the top ten children's clothing brands in China [4][5] Group 3 - Anner has an undervalued technological asset in its antiviral and antibacterial fabric, which could lead to significant industry upgrades and product innovation opportunities [5][6] - By leveraging electronic beam grafting technology, Anner could establish a competitive advantage in the functional clothing sector and expand its product range [6] - The market's willingness to pay a premium for Anner's undervalued multiple assets and future possibilities is reflected in the recent change of control at a market capitalization of 3.6 billion [6]

Core Viewpoint - Anniel is actively planning a change in control, which may be a strategic decision by the founder after a four-year performance decline due to a sluggish market environment [1] Group 1: Company Situation - Anniel, known as the "first stock of children's clothing" in A-shares, has experienced a significant downturn since 2020, marking a turning point in its trajectory [1] - The company is seen as a "temporary dilemma" type according to Peter Lynch, where the market tends to assume that short-term issues will persist long-term [2] - Despite challenges, Anniel maintains its core brand value and market foundation, showcasing resilience in the face of industry reshuffling and changing consumer habits [3] Group 2: Strategic Initiatives - Anniel has introduced innovative products like the anti-virus and anti-bacterial "Anxin Yi" and the comfort-focused "Chao Shu Yi," aligning with market demands post-pandemic [2] - The launch of these products represents a strategic shift from traditional children's clothing to a more functional and technology-driven approach [2] - The upcoming change in control may present new opportunities for the company, potentially leading to a significant transformation under new leadership [3]

Core Viewpoint - Shenzhen Annai (002875.SZ) is undergoing a significant change in control, with a new investor, Shenzhen Xinchuangyuan Investment Partnership, set to become the controlling shareholder, while the founders will exit the company [1][10]. Group 1: Share Transfer Details - The share transfer agreement was signed on June 9, 2025, with the founders transferring 28 million shares (13.03% of total shares) to Xinchuangyuan for a total consideration of approximately 422 million yuan, at a price of 15.21 yuan per share [10]. - Following the transfer, the founders will have cashed out over 1 billion yuan, with the new controlling shareholder, Huang Tao, taking over as the actual controller of Annai [10][12]. Group 2: Company Background and Performance - Annai, known as the "first stock in children's clothing," has faced declining performance since 2020, with net profits of -47 million yuan in 2020, -3 million yuan in 2021, -237 million yuan in 2022, -100 million yuan in 2023, and -115 million yuan in 2024 [9]. - The company attempted to pivot towards technology by planning to acquire a stake in Shenzhen Innovation Technology Co., Ltd. in late 2023, but this acquisition ultimately failed [9]. Group 3: New Controlling Shareholder - Xinchuangyuan was established on May 27, 2025, with a registered capital of 395 million yuan, and it paid 80 million yuan as an initial deposit for the share transfer just three days after its formation [3][5]. - Huang Tao, the actual controller of Xinchuangyuan, has a notable history in the stock market, having previously gained control of Wantu Technology (002331.SZ) and currently holding stakes in several other companies [5][6]. Group 4: Market Reaction - Annai's stock price has been volatile, with a notable increase of over 20% from May 27 to May 30, coinciding with the establishment of Xinchuangyuan and the payment of the initial deposit [7]. - On the day of the announcement of the share transfer, Annai's stock price experienced a significant drop, reflecting market concerns about the lack of asset injection plans from the new controlling shareholder [12].

Core Viewpoint - Anner (002875) is undergoing a significant change in control, with Shenzhen Xinchuangyuan Investment Partnership set to become the new controlling shareholder, reflecting a strategic shift aimed at revitalizing the company amidst industry challenges [1][2]. Company Summary - Anner, known as the "first stock of children's clothing" in A-shares, has faced losses due to intensified competition, changing consumer demands, and operational inefficiencies, despite its strong brand value and market presence [1][2]. - The company has a long-standing reputation in the children's clothing sector, having been established for 29 years, and is recognized for its safety and comfort in products, maintaining a competitive edge in brand influence and channel advantages [3]. Industry Context - The trend of control changes in A-shares has been prevalent, with over 120 cases reported in 2023, often leading to strategic adjustments and improved profitability for companies involved [2]. - The shift in control at Anner is indicative of a broader transformation within the traditional clothing sector, as companies seek to leverage new shareholder resources to overcome growth limitations [2][3]. - Anner's control change is seen as a potential turning point, combining its established brand strengths with new strategic insights from the incoming shareholders, which may serve as a model for other traditional brands undergoing transformation [2][3].

Core Viewpoint - An announcement was made regarding the change of control at Annier, with Huang Tao from Century Jinyuan set to become the new actual controller of the company following a share transfer agreement [1][3]. Group 1: Share Transfer Details - On June 9, the controlling shareholders Cao Zhang and Wang Jianqing signed a share transfer agreement with Shenzhen Xinchuyuan Investment Partnership, transferring a total of 27,764,400 shares, which accounts for 13.03% of the total share capital of Annier [3]. - The share transfer price was set at 15.21 RMB per share, totaling approximately 422 million RMB [3]. - Following the transfer, Cao Zhang will relinquish voting rights for 30,562,400 shares, representing 14.35% of the total share capital, making Xinchuyuan the controlling shareholder [3]. Group 2: Company Background and Performance - Annier, one of the earliest children's clothing brands in China, was founded in 1996 and went public in 2017, becoming the first children's clothing stock in A-shares [4]. - The company has faced significant challenges since 2020, with revenue declining for five consecutive years and net losses totaling 506 million RMB over this period [5]. - In 2024, Annier reported revenue of 639 million RMB, down from 1.327 billion RMB in 2019, and a net loss of 116 million RMB [5]. Group 3: New Controller's Background - Huang Tao, the actual controller of Xinchuyuan, is also the president of Century Jinyuan Investment Group, a large private enterprise with investments exceeding 400 billion RMB across various sectors [5][6]. - Century Jinyuan operates over 100 shopping centers and manages more than 10 million square meters of commercial space [6]. Group 4: Market Reaction - As of June 10, Annier's stock price closed at 16.08 RMB, reflecting a decline of 4.85% [7].

Core Viewpoint - Anner's control transfer plan has made substantial progress, ensuring long-term stability and strategic development for the listed company through a combination of share transfer, voting rights waiver, and commitment not to seek control [1][2]. Group 1: Control Transfer Details - The actual controllers, Cao Zhang and Wang Jianqing, hold a combined 27.38% of shares, with Cao holding 19.13% and Wang 8.25% [2]. - The share transfer plan allows for a maximum transfer of 13.03%, with Cao retaining 14.35% of shares, thus remaining the largest shareholder [2]. - Cao's commitment not to seek control aims to eliminate future control disputes and signals stability in the company's control structure, which is beneficial for maintaining stock prices and company image [2][3]. Group 2: Buyer Commitments - The buyer has committed to acquiring an additional 3% of shares through block trading, ensuring their voting rights will not be less than 16.03%, making them the largest shareholder [3]. - This commitment reflects the buyer's confidence in the company's long-term value and their willingness to invest further [3]. Group 3: Market Context - The control transfer is part of a broader trend where multiple listed companies are considering control changes as a strategic upgrade opportunity [3]. - Successful completion of this transaction could help Anner overcome current development challenges and revitalize its brand in the children's clothing industry [3].

Core Viewpoint - Shenzhen Annil Children's Wear Co., Ltd. is undergoing a change in control, with the new controlling shareholder being Shenzhen Xinchuangyuan Investment Partnership and the actual controller being Huang Tao from Century Jinyuan Investment Group, which is expected to enhance the company's operational capabilities and market positioning [1][2]. Group 1: Control Change Details - The original controlling shareholders, Cao Zhang and Wang Jianqing, plan to transfer 27.7644 million shares (13.03% of total shares) to Xinchuangyuan at a price of 15.21 yuan per share, totaling approximately 422 million yuan [1]. - Xinchuangyuan has already paid 80 million yuan as an earnest money deposit, which is about 20% of the transaction price, indicating strong financial capability [1]. - The share transfer agreement includes a commitment to ensure stable control by waiving voting rights on the remaining shares held by the original shareholders [1]. Group 2: Future Plans and Strategic Direction - After acquiring control, Xinchuangyuan plans to reorganize the board and management within one month, nominating three non-independent candidates and three independent director candidates [2]. - Century Jinyuan, under Huang Tao, has a strong background in real estate and commercial operations, which aligns well with Annil's brand positioning in the children's apparel market [2][3]. - Annil has established 670 offline stores across the country, with 441 being directly operated, providing a solid foundation for the new controlling shareholder to optimize operations without needing to rebuild the business model [2][3]. Group 3: Market Outlook and Synergies - Analysts believe that the resources from Century Jinyuan can help Annil expand into shopping centers and enhance its member system and experiential offerings [3]. - The new controlling shareholder's previous success in transforming Anhui Wantong Technology Co., Ltd. into profitability is seen as a positive indicator for Annil's future performance [3]. - With the infusion of capital and industrial resources from Xinchuangyuan, Annil is expected to strengthen its capabilities in key areas such as market expansion, technology development, and supply chain optimization [3].