居然智家新零售集团股份有限公司 第十一届董事会第二十四次会议决议公告 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 居然智家新零售集团股份有限公司（以下简称"公司"）第十一届董事会第 二十四次会议（以下简称"本次会议"）于 2025 年 12 月 4 日以现场结合通讯形 式召开，会议通知已于 2025 年 11 月 27 日以电子邮件的方式发出。本次会议应 出席会议董事 12 人，实际出席会议董事 12 人。会议由公司董事长兼 CEO 王宁 先生主持。本次会议的召开符合《中华人民共和国公司法》及《居然智家新零售 集团股份有限公司章程》（以下简称"《公司章程》"）的规定。 二、董事会会议审议情况 证券代码：000785 证券简称：居然智家 公告编号：临 2025-075 （一）审议通过《关于修订<公司章程>及相关制度的议案》 为进一步优化公司治理结构，提高董事会决策的科学性和有效性，更好地发 挥董事的经验和作用，适应公司经营管理及业务发展的需求，公司拟将董事会成 员由 12 名增加至 15 名，其中非独立董事成员由 8 名增加至 10 ...

证券日报网讯12月4日，居然智家（000785）在互动平台回答投资者提问时表示，公司秉持"轻资产、精 细化"原则，将继续深耕北京大本营和补齐华东区域短板，推进连锁发展。 ...

Core Viewpoint - China Construction Bank's Jilin Branch is actively enhancing financial empowerment in response to national policies, focusing on stimulating consumer market vitality through collaborative efforts on both supply and demand sides [1] Group 1: Automotive Sector Initiatives - The Jilin Branch organized 17 unique test drive events for new energy vehicles in April, attracting numerous customers and providing information on vehicle performance and financing options [2] - The bank has partnered with major brands like Tesla, Li Auto, and BYD to offer installment financing for new energy vehicles, achieving a transaction volume of 530 million yuan by the end of October, representing a 36% year-on-year increase [3] Group 2: Home Renovation Support - The bank launched a "Home Renovation Consumption Season" to assist customers like Mr. Li in securing renovation loans, integrating government subsidies and preferential rates [4] - By the end of October, the bank's home renovation installment transactions reached 147 million yuan, benefiting from a three-dimensional support system of government subsidies, financial benefits, and merchant promotions [5] Group 3: Consumer Engagement and Promotions - The bank has implemented various promotional activities across major shopping districts in Jilin Province, offering discounts and benefits through credit card usage and third-party payments [6] - A strategy of "precise marketing + scene engagement + process optimization" has been adopted to enhance credit card payment convenience and user experience, targeting diverse consumer needs [7]

Core Viewpoint - The article discusses the challenges faced by the home furnishing industry, highlighting the recent death of a key executive at Mona Lisa Group and the financial struggles of various companies within the sector [3][4][11]. Group 1: Company-Specific Issues - The general manager of Guangdong Mengchuang Zhiyuan New Materials Technology Co., Ltd. and QD Tile brand manager, Ou Jian, passed away on November 30, 2025, at the age of 44 [3][6]. - Mona Lisa Group reported a significant decline in financial performance, with a revenue of 2.977 billion yuan for the first three quarters of 2025, a year-on-year decrease of 16.66%. The net profit attributable to shareholders was 80.5042 million yuan, down 42.71% [8]. - QD Tile is positioned as a trendy brand targeting young consumers, but faces substantial performance pressure [8]. Group 2: Industry-Wide Challenges - The home furnishing industry is experiencing widespread difficulties, with companies like Yanzhen Home initiating asset sales to recover funds, totaling 51 million yuan in a recent transaction [12][14]. - Gujia Home has entered bankruptcy restructuring and is facing allegations of asset transfer and reliance on high-interest loans, with significant amounts transferred to related parties [16][19]. - The industry has seen a wave of executive turmoil, including investigations and resignations, with notable incidents such as the suicide of key figures in the sector [23][25]. - The overall market is under pressure due to real estate regulation and economic downturn, leading to a decline in sales and project progress [27].

Core Viewpoint - The company is advancing its digital transformation by leveraging three main platforms: Dongwo, Juran Design Home, and Juran Smart Home, aiming to transition from a home furnishing operator to a comprehensive digital service provider for the entire industry [1] Group 1: Digital Transformation Initiatives - The Dongwo platform has over 1,200 stores and more than 150,000 merchants, with over 70% of merchants being outside the Juran system [1] - The Juran Design Home platform has registered users exceeding 19.4 million, with over 1.63 million users from overseas [1] - The company has launched an AI Design Home app for end consumers, which supports the generation of 20 different design style proposals [1] Group 2: Sales and Partnerships - The self-owned brand Juran Smart Home has partnered with over 300 brands, achieving annual sales exceeding 6 billion yuan [1] - The company is focused on building an industrial infrastructure that enables internal collaboration and external empowerment [1]

Group 1: Digital Transformation Achievements - The company has made significant progress in its digital transformation, leveraging three key platforms: Dongwo, Juran Design Home, and Juran Smart Home, to build an industry infrastructure that enhances internal collaboration and external empowerment [2]. - The Dongwo platform has onboarded over 1,200 stores and more than 150,000 merchants, with over 70% being non-Juran entities, focusing on digital marketing tools and data analysis capabilities [2]. - Juran Design Home has over 19.4 million registered users, including over 1.63 million overseas users, and has launched an AI design app that integrates 14 million real home layouts, offering 20 design styles [2]. - Juran Smart Home has partnered with over 300 brands, achieving annual sales exceeding 6 billion yuan [2]. Group 2: Strategic Initiatives and Market Trends - The company recognizes the need for a shift from rapid growth to refined operations in response to market conditions, emphasizing the importance of green and intelligent products, as well as aging-friendly solutions [3]. - The company plans to implement a "scenario-based" strategy, launching lifestyle experience centers in major cities to cater to diverse consumer needs, including home office and family interaction spaces [3]. - A strategic partnership with Gaode aims to enhance the digital ecosystem by integrating offline store networks with AI capabilities, creating a seamless consumer experience from decision-making to in-store navigation [3]. Group 3: Organizational Adjustments - Recent organizational restructuring aims to implement a flatter and more specialized management approach, ensuring effective execution of strategies and compliance with regulatory standards [3]. - The company is focused on improving governance structures and internal controls to enhance operational efficiency and overall corporate value [3].

Core Viewpoint - The article discusses the recent turmoil within the home furnishing retail sector in China, particularly focusing on the challenges faced by Fusenmei, a leading home furnishing market player, due to the detention of its executives and declining financial performance [3][4][18]. Group 1: Executive Detention Crisis - Three major home furnishing companies in China have seen their chairpersons detained this year, including Fusenmei's chairman Liu Bing, who was detained on July 24 [3][16]. - Following Liu Bing's detention, Fusenmei's company secretary Zhang Fengshu was also placed under investigation and detained, raising uncertainties about the company's future [17][18]. - The company has stated that it has made arrangements to ensure normal operations during this period, but the situation has led to concerns about internal governance [17][19]. Group 2: Financial Performance and Challenges - Fusenmei has shown a significant reliance on the Chengdu market, with 97.76% of its revenue coming from this region in 2024, which poses risks during market downturns [7][21]. - The company's financial performance has been declining, with a reported revenue of 1.43 billion yuan in 2024, down 6.18% year-on-year, and a net profit of 690 million yuan, down 14.39% [9][24]. - In the first three quarters of 2025, Fusenmei's revenue further declined by 14.35% to 924 million yuan, with a net profit decrease of 12.6% to 477 million yuan [9][24]. Group 3: Industry-Wide Challenges - The home furnishing retail sector is undergoing structural adjustments, with many companies facing similar challenges, including declining demand due to a downturn in the real estate market and changing consumer preferences [10][27]. - Major competitors like Red Star Macalline and Juran Zhijia are also experiencing significant losses, indicating a broader industry crisis [11][26]. - The industry is transitioning from a growth phase to a competitive phase, with many companies struggling with reduced orders and rising costs [27][28]. Group 4: Transformation Efforts - Fusenmei is attempting to shift from a traditional rental model to a service-oriented approach, aiming to create a "home consumption ecosystem" [28]. - However, the success of this transformation is uncertain, and the company's high dividend payouts, which exceeded its net profit in 2024, raise concerns about its financial sustainability during this critical transition period [9][28].

Core Viewpoint - The company, Juran Smart Home (000785.SZ), announced the transfer of all equity interests in Tianjin Juran Zhijia by its wholly-owned subsidiary, Juran Business Consulting, to New Pearl Group, which will enhance the company's asset structure and liquidity [1] Group 1 - Juran Business Consulting transferred its 32.87% equity interest in Tianjin Juran Zhijia, valued at 26.74 million yuan (approximately 4.06 million USD), to New Pearl Group [1] - Following the transaction, Juran Business Consulting will no longer hold any partnership interests in Tianjin Juran Zhijia [1] - This transaction is expected to optimize the company's asset structure and improve capital efficiency [1]

Core Viewpoint - The company, Juran Zhijia, announced the transfer of all equity interests in Tianjin Juran Zhijia by its wholly-owned subsidiary, Juran Commercial Consulting, to Xinjing Pearl Group, which is expected to optimize the company's asset structure and enhance asset liquidity [1] Group 1 - Juran Commercial Consulting transferred its 32.87% equity interest in Tianjin Juran Zhijia, valued at 26.74 million yuan (approximately 4.06 million USD), to Xinjing Pearl Group [1] - Following the transaction, Juran Commercial Consulting will no longer hold any partnership interests in Tianjin Juran Zhijia [1] - The transaction is aimed at improving the efficiency of capital utilization within the company [1]

居然智家新零售集团股份有限公司 董事会议事规则 （2025年11月） 第一章 总则 第一条 为充分发挥董事会的决策功能，规范董事会的决策程序，实现董事会决策 的科学化和制度化，根据《公司法》和公司章程的有关规定，特制定本规则。 第三条 董事应平等地对待所有股东，以维护公司和全体股东的合法权益为行为准 则，忠实、勤勉地履行自己的职责。 第二条 董事会进行决策，应遵守国家法律、法规、规范性文件、公司章程及本规 则的规定。 第四条 董事不得利用其在工作中或参与决策活动中所获知的内幕信息为自己或 他人谋取利益。 第六条 公司董事会依照《公司法》和公司章程的规定及股东会的授权行使职权。 第二章 董事会的召集与通知 第七条 董事会每年至少召开两次会议，由董事长召集，于会议召开 10 日以前书 面通知全体董事。 第八条 董事长认为必要时，可以召集董事会临时会议。 代表1/10以上表决权的股东、1/3以上董事或者审计委员会，或者由独立董事专门 会议审议并经全体独立董事过半数同意，可以提议召开董事会临时会议。董事长应当自 接到提议后10日内，召集和主持董事会会议。 第九条 董事会会议的通知方式为：专人送达、信函、传真、电子邮件 ...