北京市金杜（广州）律师事务所 关于广州尚品宅配家居股份有限公司 2024 年度股东大会的法律意见书 致：广州尚品宅配家居股份有限公司 北京市金杜（广州）律师事务所（以下简称本所）接受广州尚品宅配家居股份 有限公司（以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券 法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会 《上市公司股东会规则》（以下简称"《股东会规则》"）等中华人民共和国境内（以 下简称中国境内，为本法律意见书之目的，不包括中国香港特别行政区、中国澳门 特别行政区和中国台湾地区）现行有效的法律、行政法规、规章和规范性文件和现 行有效的《公司章程》的规定，指派律师出席了公司于 2025 年 5 月 19 日召开的 2024 年度股东大会（以下简称本次股东大会），并就本次股东大会相关事项出具本 法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括： 1．经公司 2025 年 2 月 7 日召开的 2025 年第一次临时股东大会审议通过的 《公司章程》； 2．公司于 2025 年 4 月 29 日刊登在巨潮资讯网及深圳证券交易所网站的《广 州 ...

Core Viewpoint - The real estate market is entering a post-cycle phase, with new home sales and revenue declining significantly, leading to a softening in home consumption and increased demand for renovation in the secondary market [1] Group 1: Market Performance - In 2024, the total sales area of new commercial housing reached 97.385 million square meters, a year-on-year decrease of 12.9%, while the sales revenue totaled 96,750 billion yuan, down 17.1% [1] - Residential sales area and revenue fell by 14.1% and 17.6% respectively compared to 2023 [1] Group 2: Company Financials - The net cash flow from operating activities for nine major companies totaled 8.724 billion yuan, a decline of 21.4% from 2023, with nearly 80% of companies experiencing a decrease [2] - Gold Medal Home's net cash flow from operating activities dropped by 40.7%, significantly higher than the declines in revenue and net profit [3] Group 3: Contract Liabilities and Receivables - Approximately two-thirds of the nine companies saw an increase in contract liabilities, indicating a potential recovery in end-demand [5] - Gold Medal Home's contract liabilities surged by 150.3% to 485 million yuan compared to 2023 [5] - PIANO's accounts receivable plummeted by 59.4% to 209 million yuan, with the lowest turnover rate among the nine companies [6] Group 4: Financial Ratios - The average asset-liability ratio for the nine custom home companies was approximately 49.6%, a slight increase of 0.6% from 2023 [9] - Gold Medal Home had the lowest asset-liability ratio at 34.3%, up 2.3% year-on-year [9] - PIANO reduced its asset-liability ratio by 2.3 percentage points due to decreased operational liabilities and asset scale [9]

Core Insights - The real estate market in China is experiencing a downturn, with new residential property sales area dropping by 12.9% and sales revenue decreasing by 17.1% in 2024 compared to 2023 [1] - The custom home furnishing industry is facing challenges due to the sluggish real estate market, leading to a significant decline in revenue for major companies [2][5] Group 1: Industry Performance - In 2024, the total revenue of nine major custom home furnishing companies fell to 47.195 billion yuan, a decrease of 15.2% year-on-year [1] - The top revenue-generating company, Oppein Home, reported 18.925 billion yuan, contributing approximately 40% of the total revenue [1] - The revenue decline was most pronounced for PIANO, which saw a 32.7% drop, while Gold Medal Home experienced the smallest decline of less than 5% [1][2] Group 2: Quarterly Performance - In Q1 2024, about two-thirds of custom home furnishing companies maintained revenue growth, with companies like Sophia and Gold Medal Home achieving over 10% year-on-year growth [2] - By Q2 and Q3, the impact of the real estate downturn became evident, with four companies reporting revenue declines exceeding 20% in Q2, and this proportion increased to 77.8% in Q3 [2] - In Q4, while some companies managed to stabilize their revenue through strategic adjustments, others, particularly smaller firms, continued to see worsening performance [2] Group 3: Product Segment Performance - In 2024, Oppein Home's cabinet revenue was 5.450 billion yuan, which was 2.3 times that of the second-ranked Zhijia Home, despite a year-on-year decline of 22.5% [5][7] - Gold Medal Home was the only company to report growth in wardrobe revenue, increasing by 1.4% to 1.059 billion yuan [5][6] - The overall performance in the wood door segment was mixed, with Gold Medal Home achieving a revenue increase of 1.8%, while Oppein Home's wood door revenue fell by 17.7% [6][7] Group 4: Sales Channels - The majority of custom home furnishing companies experienced a reduction in the number of stores, with Oppein Home having 7,813 stores, nearly double that of Zhijia Home [8] - Gold Medal Home had the smallest reduction in store count, with only 23 stores closed, but its direct sales revenue plummeted by 89.6% [8][10] - The large-scale business segment saw a general contraction, with only Gold Medal Home reporting an increase in revenue [9] Group 5: International Expansion - Several companies, including Oppein Home and Zhijia Home, have made significant strides in international markets, with overseas revenue increasing by nearly 37% on average [9] - Oppein Home's global sales network now covers 146 countries and regions, while Zhijia Home has expanded to 15 countries including Australia and the USA [9]

Core Insights - The overall performance of nine listed custom home furnishing companies in 2024 has been under pressure, with significant fluctuations in both revenue and profit [1][2] Revenue Summary - Oppein Home remains the industry leader with a revenue of 18.925 billion, but it has seen a year-on-year decline of 16.93%, marking a recent low [1][2] - Gold Medal Home showed resilience with a revenue decline of only 4.68% [1][2] - Other companies experienced double-digit revenue declines, with PIANO facing the largest drop at 32.68% [1][2] Profit Summary - Only Sophia achieved a year-on-year profit growth of 8.69%, while other companies generally faced profit declines or losses [1][3] - Shangpin Home, PIANO, and Dinggu Jichuang reported net losses of 215 million, 375 million, and 175 million respectively, with loss margins expanding significantly [1][3] Company-Specific Performance - Oppein Home's net profit was 2.599 billion, down 14.38% year-on-year, while it continues to advance its "retail home furnishing" strategy [2][3] - Sophia's revenue was 10.494 billion, down 10.04%, but it managed to maintain profitability with a net profit of 1.371 billion [3] - Zhibang Home reported a revenue of 5.258 billion, down 14.04%, and a net profit of 385 million, down 35.23% [3] - Gold Medal Home's revenue was 3.475 billion, down 4.68%, with a net profit of 199 million, down 31.76% [4] - Haolaike's revenue was 1.910 billion, down 15.69%, with a net profit of 89 million, down 62.93% [4] - Wole Home's revenue was 1.432 billion, down 16.29%, with a net profit of 121 million, down 22.50% [4] - PIANO's revenue was 0.886 billion, down 32.68%, with a net loss of 375 million, expanding by 535.88% [5] - Dinggu Jichuang's revenue was 1.027 billion, down 20.06%, with a net loss of 175 million, expanding by 982.54% [5] Industry Outlook - Despite the overall pressure in the custom home furnishing industry in 2024, there is potential for moderate recovery in 2025 due to ongoing policy optimizations in the real estate sector and the release of demand for home renovations [5]

招商证券股份有限公司关于广州尚品宅配家居股份 有限公司 2024 年度跟踪报告 | 保荐人名称：招商证券股份有限公司 | 被保荐公司简称：尚品宅配 | | --- | --- | | 保荐代表人姓名：林联儡 | 联系电话：0755-82943666 | | 保荐代表人姓名：段念 | 联系电话：0755-82943666 | 一、保荐工作概述 | 项目 | 工作内容 | | --- | --- | | 1.公司信息披露审阅情况 | | | （1）是否及时审阅公司信息披露文件 | 是 | | （2）未及时审阅公司信息披露文件的次数 | 0次 | | 2.督导公司建立健全并有效执行规章制度的情况 | | | （1）是否督导公司建立健全规章制度（包括但不限于防止 关联方占用公司资源的制度、募集资金管理制度、内控制 | 是 | | 度、内部审计制度、关联交易制度） | | | （2）公司是否有效执行相关规章制度 | 是 | | 3.募集资金监督情况 | | | （1）查询公司募集资金专户次数 | 2次 | | （2）公司募集资金项目进展是否与信息披露文件一致 | 是 | | 4.公司治理督导情况 | | | （1）列席 ...

证券代码：300616 证券简称：尚品宅配 公告编号:2025-029 号 广州尚品宅配家居股份有限公司 关于股东部分股份质押延期购回的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 广州尚品宅配家居股份有限公司（以下简称"公司"）近日接到公司持股 5% 以上股东彭劲雄关于部分股份质押延期购回的通知，具体事项如下： 二、股东股份累计质押情况 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： | | | | | | | | 已质押股份 | | 未质押股份 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 占公 | 本次延期 | 本次延期 | 占其 | 占公 | 情况 | | 情况 | | | 股东 | 持股数量 | 司总 | 购回前质 | 购回后质 | 所持 | 司总 | 已质押股 | 占已 | 未质押股 | 占未 | | 名称 | | 股本 | 押股份数 | 押股份数 | 股份 | 股本 | 份限售和 | 质押 | | 质押 | | | ...

Core Viewpoint - The company is experiencing a decline in revenue and net profit, but there are signs of improvement in the upcoming quarters due to government subsidies and strategic changes in its business model [1][2]. Revenue and Profit Summary - In 2024, the company achieved revenue of 3.789 billion yuan, with a net profit attributable to shareholders of -215 million yuan and a non-deducted net profit of -228 million yuan, representing a 23% year-on-year decline in revenue [1]. - For Q4 2024, the revenue was 1.057 billion yuan, with net profits of -101 million yuan and -95 million yuan for non-deducted net profit, showing a 24% year-on-year decline [1]. - In Q1 2025, the revenue is projected to be 741 million yuan, with net profits of -39 million yuan and -45 million yuan for non-deducted net profit, indicating a 5% year-on-year decline, but a narrowing of losses [1]. Market Trends and Business Model - Since Q4 2024, government subsidies have started to show effects, leading to a narrowing of revenue decline from 29% in Q3 2024 to 17% overall for Q4 2024 to Q1 2025 [2]. - The company is focusing on a customized and supporting business model, with a significant emphasis on the "随心选" full-house customization package as a key strategy [2]. - The company is also innovating with a "30万一价全包" model to lower the entry barriers for franchisees, allowing for quicker store openings and shared resources between franchisees and direct stores [2]. Cost Management and Efficiency - In 2024, the company's gross margin and net profit margin decreased by 1.9 and 7.0 percentage points, respectively, while sales, management, R&D, and financial expense ratios increased [3]. - In Q1 2025, the gross margin and net profit margin improved by 7.4 and 5.9 percentage points, respectively, indicating a reduction in loss margins and a decrease in various expense ratios [3]. Channel Strategy and Expansion - The company is implementing a "1+N+Z" model for direct sales cities, transitioning direct stores into flagship stores that support distributors in logistics and delivery [4]. - For franchise cities, the company is focusing on a "1+N+Z" model to leverage local resources and reduce operational requirements for franchisees, aiming to expand into lower-tier cities [4]. - The company plans to continue its focus on high-quality development in its traditional strengths of customization and supporting businesses, with expectations of improved demand and market conditions due to accelerating government subsidies [4]. Dividend and Future Projections - In 2024, the company distributed dividends amounting to 187 million yuan, corresponding to a dividend yield of nearly 7% [4]. - The projected net profit attributable to shareholders for 2025-2027 is approximately 70 million, 100 million, and 150 million yuan, with corresponding price-to-earnings ratios of 39, 27, and 18 times [4].

Investment Rating - The investment rating for the company is "Accumulate" and maintained [9] Core Views - The company is expected to achieve revenue of 3.789 billion yuan and a net profit attributable to the parent company of -215 million yuan in 2024, with a revenue decline of 23% year-on-year [2][6] - In Q4 2024, the company is projected to have revenue of 1.057 billion yuan, with a net loss of 101 million yuan, reflecting a 24% year-on-year revenue decline [2][6] - For Q1 2025, the company anticipates revenue of 741 million yuan, with a net loss of 39 million yuan, indicating a 5% year-on-year revenue decline but a narrowing of losses [2][6] - The positive effects of national subsidies have been observed since Q4 2024, leading to a reduction in revenue decline, and this trend is expected to continue into Q2 2025 [2][6] Summary by Sections Revenue and Profitability - The company faced a revenue decline of 23% in 2024, with specific declines in customized furniture, supporting home products, and overall business models [13] - The revenue decline has narrowed from 29% in Q3 2024 to 17% in Q4 2024, indicating a positive trend due to national subsidies [13] Cost Management and Efficiency - In Q1 2025, the company reported a gross margin increase of 7.4 percentage points and a net profit margin increase of 5.9 percentage points, reflecting effective cost management [13] Strategic Focus - The company is focusing on its traditional strengths in customization and supporting products, aiming for high-quality development [13] - The company is actively expanding its overseas presence under the Sunpina brand, with successful franchise establishments in various countries [13] Channel Development - The company is implementing a new channel strategy that includes a mix of direct sales and franchise models to enhance market coverage [13] - The company aims to reduce the operational requirements for franchisees, facilitating faster market entry and shared resources [13] Future Outlook - The company plans to distribute dividends of 187 million yuan in 2024, with an expected dividend yield close to 7% [13] - Projections for net profit attributable to the parent company for 2025-2027 are approximately 70 million, 100 million, and 150 million yuan, respectively [13]

Group 1: Government Initiatives - The second batch of 81 billion yuan of ultra-long-term special government bond funds has been allocated to support the consumption of old-for-new consumer goods [1] Group 2: Furniture Manufacturing Industry Performance - In the first quarter, China's furniture manufacturing industry reported a total profit of 3.71 billion yuan, a decline of 40.1% year-on-year [2] - The industry's operating revenue was 145.98 billion yuan, down 2.2% year-on-year, with operating costs also decreasing by 2.2% to 121.52 billion yuan [2] Group 3: Regulatory Changes in Real Estate - Dongguan plans to implement new regulations for fully furnished new housing sales starting May 1, 2025, emphasizing quality and transparency in the renovation process [3] Group 4: Company-Specific News - Jiayu Co. received a decision for stock delisting due to its stock price being below 1 yuan for 20 consecutive trading days [4] - TOTO announced the closure of its factories in Beijing and Shanghai, citing a 20.4% decline in revenue from the Chinese market and a significant asset impairment charge of 34 billion yen [5] - Kuka Home exposed 95 unauthorized stores selling non-official products, emphasizing the importance of consumer protection [6] Group 5: Annual Reports of Furniture Companies - Diou Home reported a net loss of 569 million yuan for 2024, a year-on-year increase of 13.53% in losses, with revenue down 27.12% to 2.741 billion yuan [8] - Henglin Co. achieved a net profit of 263 million yuan, a slight decrease of 0.02%, with revenue up 34.59% to 11.029 billion yuan [7] - Qusleep Technology reported a net profit of 28.97 million yuan, a year-on-year increase of 21.4%, with revenue growing by 13.93% to 347 million yuan [7] - Kuka Home's net profit for 2024 was 1.417 billion yuan, down 29.38% year-on-year, with revenue decreasing by 3.81% to 18.48 billion yuan [8] - Other companies like Zhihong Home, Haolaike, and Juran Smart Home reported significant declines in net profits, with losses ranging from 2.15 billion yuan to 11.71 billion yuan [8][9][10]

Investment Rating - The report indicates a positive outlook for the home furnishing sector, driven by domestic consumption stimulus and the gradual recovery of retail channels [1]. Core Insights - The report highlights that the domestic consumption stimulus is beginning to show effects, with a notable recovery in retail channels, while export conditions are experiencing marginal declines [1][3]. - The performance of leading companies in the home furnishing sector is improving, particularly in the context of national subsidies and strategic adjustments [1][3]. Summary by Sections 1. Home Furnishing - Domestic sales show signs of recovery with a year-on-year revenue change of -12.44% in Q4 2024 and +1.75% in Q1 2025, while net profit for the same periods changed from -54.11% to +7.07% [13]. - Export performance for the furniture sector saw a cumulative year-on-year increase of +5.8% for 2024 but a decline of -8.0% in Q1 2025, indicating a downward trend in export conditions [13]. - The report anticipates that the domestic market will continue to recover in the short term due to national subsidy policies, while the export market may face ongoing pressures [13]. 1.1 Domestic - Custom Home Furnishing - Retail channels are showing marginal improvements, while bulk channels remain under pressure, with leading companies like Oppein and Sophia experiencing reduced revenue declines in Q1 2025 compared to previous quarters [20]. - The profitability of leading companies is improving, with a focus on cost control and product development, while second and third-tier brands may struggle to maintain performance [26]. - Prepayment and cash flow indicators show improvements for some leading companies, suggesting a gradual recovery in demand [38]. 1.2 Domestic - Soft Home Furnishing - The soft home furnishing sector is under pressure due to real estate downturns and changing consumer spending patterns, but companies like Kuka and Mengbaihe are showing signs of recovery [39]. - Profit margins are improving in Q1 2025 compared to 2024, with notable changes in gross and net profit margins across leading companies [44]. - Prepayment figures for soft home furnishing companies are showing positive growth, indicating a recovery in domestic demand [46]. 1.3 Export Home Furnishing - The overall export climate is declining, with a significant drop in cumulative export value in Q1 2025, reflecting challenges in the international market [51][53]. - Despite the overall decline, leading companies are still managing to perform well, showcasing resilience and strategic advantages [51].