一、2023 年股票期权激励计划已履行的相关程序 （一）2023 年 5 月 29 日，公司第四届董事会第三次会议审议通过了《关于 <公司 2023 年股票期权激励计划（草案）>及其摘要的议案》《关于<公司 2023 年股票期权激励计划实施考核管理办法>的议案》《关于提请股东大会授权董事 会办理公司 2023 年股票期权激励计划相关事宜的议案》，公司独立董事对上述 相关议案发表了同意的独立意见，律师事务所出具相应法律意见书。详细内容见 巨潮资讯网（http://www.cninfo.com.cn）2023 年 5 月 30 日公告。 （二）公司对本次激励计划首次授予的激励对象的姓名和职务进行了内部公 示，公示时间为 2023 年 5 月 30 日至 2023 年 6 月 8 日。截止 2023 年 6 月 8 日， 公司监事会未收到任何员工对本次拟激励对象提出的任何问题。详细内容见巨潮 资讯网（http://www.cninfo.com.cn）2023 年 6 月 9 日公告。 （三）2023 年 6 月 14 日，公司召开 2022 年度股东大会审议通过了《关于< 公司 2023 年股票期权激励计划（草案） ...

北京市金杜（深圳）律师事务所 关于深圳市安奈儿股份有限公司 致：深圳市安奈儿股份有限公司 北京市金杜（深圳）律师事务所（以下简称本所）受深圳市安奈儿股份有限 公司（以下简称安奈儿或公司）委托，担任公司实施 2023 年股票期权激励计划 （以下简称本激励计划）的专项法律顾问。本所根据《中华人民共和国公司法》 （以下简称《公司法》）、《中华人民共和国证券法》（以下简称《证券法》）、 《上市公司股权激励管理办法》1（以下简称《管理办法》）等法律、行政法规、 部门规章及其他规范性文件（以下简称法律法规）及《深圳市安奈儿股份有限公 司 2023 年股票期权激励计划（草案）》（以下简称《激励计划（草案）》）、 《深圳市安奈儿股份有限公司章程》（以下简称《公司章程》）的有关规定，就 公司拟注销本激励计划部分股票期权（以下简称本次注销）的相关事宜出具本法 律意见书。 本所律师依据《证券法》《律师事务所从事证券法律业务管理办法》和《律 1 《上市公司股权激励管理办法（2025 修正）》已于 2025 年 3 月 27 日实施，《深圳市安奈儿股份有限公 司 2023 年股票期权激励计划（草案）》系根据当时有效的《上市公司股权激励 ...

Core Insights - Anner reported a revenue of 263 million yuan for the first half of 2025, representing a year-on-year decline of 23.47% [1] - The company incurred a net loss of 28.6988 million yuan, which is a decrease of 4.59% compared to the previous year [1] - Anner has announced that it will not distribute cash dividends, issue bonus shares, or convert reserves into share capital [1]

Financial Performance - The company's operating revenue for the first half of 2025 was ¥262,871,627.75, a decrease of 23.47% compared to ¥343,509,552.97 in the same period last year[20]. - The net profit attributable to shareholders was -¥28,698,790.23, showing an improvement of 4.59% from -¥30,079,146.73 year-on-year[20]. - The cash flow from operating activities was ¥1,933,944.09, down 93.36% from ¥29,127,844.33 in the previous year[20]. - The company's total revenue for the reporting period was ¥262,871,627.75, a decrease of 23.47% compared to ¥343,509,552.97 in the same period last year[45]. - The cost of goods sold was ¥126,898,651.54, down 21.87% from ¥162,422,725.94 year-over-year[45]. - Research and development expenses amounted to ¥12,277,342.11, reflecting an 8.59% decrease from ¥13,431,583.34 in the previous year[45]. - The company reported a net increase in cash and cash equivalents of ¥29,500,578.41, compared to a decrease of ¥210,060,126.64 in the same period last year, marking a 114.04% improvement[45]. - The company reported a net loss of ¥215,553,800.55 compared to a loss of ¥186,855,010.32 in the previous period[173]. - The net cash flow from operating activities for the first half of 2025 was CNY 1,933,944.09, significantly down from CNY 29,127,844.33 in the same period of 2024[188]. Market and Sales Performance - The retail sales of clothing in China for the first half of 2025 reached ¥7,426 billion, with a year-on-year growth of 3.1%[27]. - Online retail sales for clothing increased by only 1.4%, indicating a slowdown in growth[27]. - The company faces challenges in consumer confidence, impacting clothing sales despite overall market recovery[27]. - The children's clothing market in China is projected to reach CNY 276.8 billion by 2025, with a CAGR of 6.38%[29]. - The company has established 611 retail stores nationwide as of June 30, 2025, enhancing its market presence[34]. - The company opened 19 new direct-operated stores during the reporting period, while closing 46 stores, primarily due to channel upgrades[51]. - Online sales revenue reached ¥97,032,997.03, a decrease of 29.76% year-on-year, with a gross margin of 39.87%[56]. - Direct sales generated ¥223,576,612.59 in revenue, down 22.95% year-on-year, with a gross margin of 53.49%[56]. - Franchise sales amounted to ¥14,180,877.20, reflecting a 24.53% decrease year-on-year, with a gross margin of 41.92%[56]. Inventory and Asset Management - The company has cumulatively recognized inventory impairment provisions of ¥75,587,000 as of June 30, 2025[66]. - The average inventory turnover days for children's clothing is 226 days, with a total inventory of ¥4,253,056[64]. - Inventory decreased to CNY 154,591,070.30, representing 13.78% of total assets, down from 16.07% in the previous year, indicating improved inventory management[74]. - The company faces significant inventory risks due to a high inventory amount, which constitutes a large proportion of total assets, and is implementing refined inventory management strategies to mitigate potential write-downs[90]. Financial Position and Liabilities - Total assets increased by 9.94% to ¥1,121,661,080.31 from ¥1,020,258,542.11 at the end of the previous year[20]. - Current liabilities rose significantly to ¥406,395,614.73 from ¥269,715,652.91, an increase of about 50.7%[172]. - Total liabilities increased to ¥441,980,535.79 from ¥310,398,330.00, marking a rise of approximately 42.3%[173]. - Short-term borrowings rose sharply to CNY 227,666,404.57, making up 20.30% of total liabilities, compared to only 5.87% last year, primarily due to new bank loans[74]. Research and Development - The company introduced the "Super Comfortable Clothing" series in 2024, utilizing high-quality materials such as Xinjiang long-staple cotton and advanced processing techniques[37][38]. - The company emphasizes strict quality control in its outsourcing production model, ensuring product quality through on-site inspections[33]. - The company focuses on innovative product development, incorporating new technologies and materials to enhance functionality and comfort[32]. - Research and development expenses were ¥12.28 million in the first half of 2025, down from ¥13.43 million in the first half of 2024, reflecting a decrease of 8.6%[179]. Corporate Governance and Shareholder Relations - The company has established a multi-channel investor communication mechanism to enhance investor relations management[114]. - The company has not reported any non-operating fund occupation by controlling shareholders or related parties during the reporting period[120]. - There were no significant litigation or arbitration matters affecting the company during the reporting period[126]. - The company has not engaged in any major related party transactions during the reporting period[129]. - The company did not have any major guarantees or entrusted financial management during the reporting period[139][140]. Social Responsibility and Community Engagement - The company has actively participated in social responsibility initiatives, donating over RMB 2.5 million in new children's clothing and cash to disaster relief efforts[115]. - The company donated 1 million yuan to Wuhan Charity Federation for emergency material procurement in January 2020[116]. - In 2023, the company donated over 3.5 million yuan worth of over 60,000 clothing items to Shenzhen Social Donation Center for children in need[116].

Core Viewpoint - The announcement details the completion of the share transfer agreement between the controlling shareholders of Annil and a new entity, resulting in a change of control of the company [2][3][4]. Group 1: Share Transfer Details - On June 9, 2025, the controlling shareholders, Mr. Cao Zhang and Ms. Wang Jianqing, signed a share transfer agreement with New Chuangyuan, transferring a total of 27,764,410 shares, which accounts for 13.03% of the total share capital, at a price of 15.21 yuan per share, totaling approximately 422.30 million yuan [3][4]. - Following the transfer, Mr. Cao Zhang will relinquish voting rights for 30,562,419 shares (14.35% of total shares) for a specified period [4]. - After the transfer, New Chuangyuan will become the controlling shareholder, and Mr. Huang Tao will be the actual controller of the company [4]. Group 2: Company Performance - Annil, established in 2001 and listed in 2017, has faced declining revenues since 2020, with sales dropping from 1.257 billion yuan to 639 million yuan, and a cumulative loss exceeding 500 million yuan over five years [5]. - The company projected a net loss of 26 million to 34 million yuan for the first half of 2025, attributed to changes in consumer environment and the closure of inefficient stores [7][8]. Group 3: Shareholder Actions - Since 2022, the founders have engaged in multiple share reductions, including a sale of 4,241,627 shares (2% of total shares) by Ms. Wang Jianqing in June 2022 [9]. - In February 2023, Mr. Cao Zhang sold approximately 1.92 million shares, raising about 34.99 million yuan [11]. - In December 2023, Ms. Wang Jianqing transferred 6% of shares to two investment firms for a total of 360 million yuan [13]. Group 4: New Controlling Entity - The acquiring entity, Shenzhen New Chuangyuan Investment Partnership, was established on May 27, 2025, with Mr. Huang Tao as the actual controller [15][16]. - New Chuangyuan's business scope includes investment activities and management consulting, with a registered capital of 39.5 million yuan [16].

Group 1 - The core viewpoint of the news is that Anner (002875) has experienced a stock price increase of 4.31% to 17.2 yuan as of August 15, 2025, with a trading volume of 10.46 million shares and a transaction amount of 1.79 billion yuan [1] - The latest financial performance of Anner shows total revenue of 144 million yuan for Q1 2025, a year-on-year decrease of 27.28%, and a net profit attributable to shareholders of 8.33 million yuan, down 169.01% year-on-year [1] - The company has a current ratio of 4.305, a quick ratio of 3.433, and a debt-to-asset ratio of 22.34% [1] Group 2 - Anner has made investments in 11 external companies and holds 520 trademark registrations and 17 patents, along with 25 administrative licenses [2] - The company was established in 2001 and is primarily engaged in the textile and apparel industry, with a registered capital of 2.13 billion yuan [1][2]

Market Performance - The apparel and home textile sector increased by 0.67% on August 15, with Dizhu Fashion leading the gains [1] - The Shanghai Composite Index closed at 3696.77, up 0.83%, while the Shenzhen Component Index closed at 11634.67, up 1.6% [1] Top Gainers - Dizhu Fashion (603587) closed at 13.60, up 5.59% with a trading volume of 100,100 shares and a turnover of 133 million yuan [1] - Tianchuang Fashion (603608) closed at 7.21, up 5.56% with a trading volume of 237,600 shares and a turnover of 168 million yuan [1] - ST Qibu (603557) closed at 2.71, up 4.63% with a trading volume of 152,800 shares and a turnover of 40.87 million yuan [1] Top Losers - Langsha Co., Ltd. (600137) closed at 20.04, down 1.86% with a trading volume of 40,400 shares and a turnover of 80.92 million yuan [2] - Russia's Location (002494) closed at 5.07, down 1.74% with a trading volume of 112,100 shares and a turnover of 57.51 million yuan [2] - Ru Yi Zhi Tuan (002193) closed at 6.02, down 1.63% with a trading volume of 102,300 shares and a turnover of 62.31 million yuan [2] Capital Flow - The apparel and home textile sector experienced a net outflow of 92.42 million yuan from institutional investors, while retail investors saw a net inflow of 171 million yuan [2][3] - Major stocks like ST Er Ya (600107) had a net inflow of 21.70 million yuan from institutional investors, but a net outflow from retail investors [3]

Group 1 - The stock price of Annil closed at 16.49 yuan on August 14, down 2.94% from the previous trading day [1] - The stock reached a high of 17.09 yuan and a low of 16.46 yuan during the trading session, with a total transaction amount of 106 million yuan [1] - The company's main business is in the children's clothing industry, accounting for 97.82% of its operations [1] Group 2 - The latest announcement indicates that the company's controlling shareholder and actual controller have changed, with the former shareholders Cao Zhang and Wang Jianqing transferring a total of 27.76 million shares to New Chuangyuan Investment [1] - This transfer represents 13.03% of the company's total share capital, with a transfer price of 15.21 yuan per share [1]

Core Viewpoint - Annai's major shareholder and actual controller will change as a result of the transfer of 27,764,410 shares to New Chuangyuan, making it the new controlling shareholder [1] Group 1 - Annai announced the completion of the share transfer agreement with its major shareholders, Cao Zhang and Wang Jianqing [1] - The transfer has been confirmed by the China Securities Depository and Clearing Corporation [1] - Huang Tao will become the actual controller of the company following this change [1]

证券代码：002875 证券简称：安奈儿 公告编号：2025-039 深圳市安奈儿股份有限公司 关于控股股东、实际控制人协议转让股份完成过户登记 暨公司控制权发生变更的公告 控股股东、实际控制人曹璋先生、王建青女士保证向本公司提供的信息内 容真实、准确、完整，没有虚假记载、误导性陈述或重大遗漏。 本次权益变动完成后，公司的控股股东及实际控制人将发生变更。新创源将 成为公司的控股股东，黄涛先生将成为公司的实际控制人。 具体内容详见公司于 2025 年 6 月 10 日披露的《关于控股股东、实际控制人 签署 <股份转让协议> <表决权放弃协议> 暨公司控制权拟发生变更的提示性公告》 （公告编号：2025-031），及 2025 年 6 月 12 日披露的《简式权益变动报告书（曹 璋、王建青）》 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 深圳市安奈儿股份有限公司（以下简称"公司"）于近日收到公司控股股东、 实际控制人曹璋先生、王建青女士的通知，获悉其将合计持有的27,764,410股公 司股份协议转让给深圳新创源投资合伙企业（有限合伙） （以下简称"新创源"） 事项已取得中国证券登记结算有 ...