法律意见书 浙江天册律师事务所 关于 喜临门家具股份有限公司 2025 年第二次临时股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于 喜临门家具股份有限公司 2025 年第二次临时股东大会的 法律意见书 编号：TCYJS2025H1861 号 致：喜临门家具股份有限公司 浙江天册律师事务所（以下简称"本所"）接受喜临门家具股份有限公司（以 下简称"喜临门"或"公司"）的委托，指派本所律师参加公司 2025 年第二次临 时股东大会，并根据《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》"）和《上市公司股东会规则》（以 下简称"《股东会规则》"）等法律、法规和其他有关规范性文件的要求出具本法 律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人员的 资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对会议所审 议的议案内容和该等议案中所表述的事实或数据的真实性和准确性发表意见。 ...

证券代码：603008 证券简称：喜临门 公告编号：2025-056 喜临门家具股份有限公司 第六届董事会第十三次会议决议的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性 陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 喜临门家具股份有限公司（以下简称"公司"）于 2025 年 11 月 10 日在公 司国际会议室以现场结合通讯的方式召开第六届董事会第十三次会议。经全体 董事同意，豁免本次会议的通知时限。会议应出席董事 9 名，实际出席董事 9 名。会议由董事长陈阿裕先生主持，公司高级管理人员列席会议。本次会议的 召集、召开符合《公司法》和《公司章程》的有关规定，会议决议合法、有效。 二、董事会会议审议情况 1、审议通过《关于选举代表公司执行公司事务的董事的议案》 根据《公司法》《公司章程》的相关规定，同意选举陈阿裕先生为代表公司 执行公司事务的董事，为公司法定代表人。本次选举完成后，公司法定代表人 未发生变更。 表决结果：同意：9 票；反对：0 票；弃权：0 票。 2、审议通过《关于确认董事会审计委员会成员和召集人的议案》 《公司章程》修订后 ...

Core Insights - The "Double 11" shopping festival is entering its final phase, with Taobao Tmall's home appliance and home goods transaction share reaching 47.9% and a growth rate of 12.5%, maintaining the highest market share and growth rate across all platforms [1][3]. Group 1: Market Trends - The consumption structure in the home scene has shifted from new home renovations to upgrading existing homes, driven by young consumers' pursuit of smart, self-indulgent, and quality living [3]. - The combination of national subsidies and the "Double 11" event has stimulated consumer activity, leading to high growth in core categories supported by national subsidies [3]. Group 2: Brand Performance - Major brands such as Haier, Midea, and Source Wood broke the 100 million mark in sales during the first hour of the "Double 11" event, with significant growth in home decoration and home goods categories [3]. - Over 4,000 brands saw their sales double, with brands like Source Wood, Lin's Home, and Jiumu achieving remarkable sales figures [3]. Group 3: Promotional Strategies - This year's "Double 11" features over 3,700 categories, 9,000 brand merchants, and 500,000 brand products participating in national subsidies, with discounts reaching up to 50% [3]. - The combination of brand discounts of 20%, platform subsidies of 10%, and national subsidies of up to 20% has created the largest discount event of the year [3]. Group 4: Technological Integration - The "Double 11" event marks the first full implementation of AI and the first participation of Taobao Flash Sale, which are becoming new growth engines for brands [4]. - AI has improved transaction conversion rates for home decoration brands, while the average daily order volume from Flash Sale increased by 680% during the event [4].

Core Viewpoint - The company reported a steady growth in revenue and net profit for the first three quarters of 2025, with a notable increase in Q3 revenue despite a decline in profit margins due to promotional activities and an increase in lower-tier product lines [1] Group 1: Financial Performance - For Q1-Q3 2025, the company achieved revenue of 6.196 billion, net profit attributable to shareholders of 399 million, and net profit excluding non-recurring items of 394 million, representing year-on-year growth of 3.68%, 6.45%, and 7.62% respectively [1] - In Q3 2025, the company reported revenue of 2.176 billion, net profit attributable to shareholders of 133 million, and net profit excluding non-recurring items of 134 million, with year-on-year changes of +7.78%, -6.10%, and -6.16% respectively [1] - The gross margin in Q3 2025 decreased by 0.91 percentage points year-on-year, primarily due to increased promotional activities and a higher proportion of lower-tier products [5] Group 2: Retail Segment - The retail business for self-owned brands generated revenue of 3.88 billion in Q1-Q3 2025, with a year-on-year increase of 8.1% [2] - Online retail revenue reached 1.61 billion in Q1-Q3 2025, growing by 32.2% year-on-year, with quarterly growth rates of 29%, 30%, and 37% respectively [2] - Offline retail revenue was 2.27 billion, showing a decline of 4.3% year-on-year, but Q3 marked the first positive growth of 2.6% within the year [2] Group 3: OEM Segment - The OEM business generated revenue of 1.65 billion in Q1-Q3 2025, down 6% year-on-year, with international business revenue at 1.28 billion, up 3.3% [3] - The self-owned brand engineering business reported revenue of 440 million, reflecting a 14% increase [3] - Cross-border e-commerce revenue was 220 million, down 8.2%, but showed improvement with Q2 and Q3 growth rates of -11% and +7% respectively [3] Group 4: AI and Sleep Technology - The company established a joint research center with Tsinghua University focusing on smart sleep technology, aiming for advancements from "AI-assisted sleep" to "AI companionship" [4] - A strategic partnership was formed with Strong Brain Technology to co-develop sleep solutions based on brain-computer interface technology [4] - The first brainwave-sensing AI mattress was officially launched [4] Group 5: Profit Forecast and Valuation - The company is viewed as a leading player in the mattress sector, with expectations for continued growth in AI products and improved profitability due to optimized expense strategies [6] - Projected revenues for 2025-2027 are 9.027 billion, 9.781 billion, and 10.617 billion, with year-on-year growth rates of 3.42%, 8.35%, and 8.54% respectively [6] - Expected net profits for the same period are 454 million, 568 million, and 662 million, with year-on-year growth rates of 40.99%, 25.08%, and 16.48% respectively [6]

Core Insights - The smart home industry is undergoing a significant transformation, with a shift from hardware competition to a focus on algorithms and proactive service capabilities [1][10] - Joyou's AI mattress brand, aise宝褓, has achieved the highest L4 certification under the national standard for smart furniture, marking a milestone in the industry [1][4] Company Performance - Joyou reported a third-quarter revenue of 2.176 billion yuan, a year-on-year increase of 7.78%, and a total revenue of 6.196 billion yuan for the first three quarters, up 3.68% year-on-year [4] - The net profit attributable to shareholders for the third quarter was 399 million yuan, reflecting a 6.45% year-on-year growth, indicating the effectiveness of the company's strategic focus on smart products [4] Industry Trends - The furniture industry's smart transformation has been ongoing for several years, but it has faced challenges from "pseudo-smart" products that do not meet true smart standards [6][7] - A new national standard for smart furniture will be implemented on March 1, 2026, categorizing smart furniture into four levels (L1 to L4), with higher levels indicating greater autonomous response and decision-making capabilities [7] Product Innovation - The L4 capabilities of aise宝褓 are demonstrated through a complete smart service loop, including pre-sleep relaxation, real-time adjustments during sleep, and gentle waking methods, along with detailed sleep reports [8] - The mattress utilizes over 1 million sleep data points collected since 2012, along with feedback from 100,000 real users and collaboration with Nobel Prize-winning scientists, to create a personalized comfort experience [8] Market Positioning - Joyou's achievement of the L4 certification positions it as a leader in the smart sleep sector, providing a clear benchmark for consumers and setting a new technical standard for the industry [7][10] - The competition in smart home products is shifting from flashy technology to practical solutions that address core consumer needs, such as improving sleep quality [10]

11月5日突破五日均线个股乖离率排名 证券时报·数据宝统计，截至今日下午收盘，上证综指3969.25点，收于五日均线之下，涨跌幅0.23%，A 股总成交额为18943.40亿元。到目前为止，今日有764只A股价格突破了五日均线，其中乖离率较大的个 股有航天智造、喜临门、云路股份等，乖离率分别为8.49%、8.09%、7.93%；山水比德、妙可蓝多、帝 尔激光等个股乖离率较小，刚刚站上五日均线。 | 301 | 119 | 正强股 份 | 9.56 | 5.67 | 44.41 | 46.51 | 4.72 | | --- | --- | --- | --- | --- | --- | --- | --- | | 301251 | | 威尔高 | 8.63 | 18.95 | 56.88 | 59.53 | 4.66 | | 证券代 | 证券简 | 今日涨跌幅 | 今日换手率 | 五日均线 | 最新价 | 乖离率 | | --- | --- | --- | --- | --- | --- | --- | | 码 | 称 | （%） | （%） | （元） | （元） | （%） | | 300446 | 航天智 ...

Core Insights - The Shanghai Composite Index closed at 3969.92 points, above the five-day moving average, with a gain of 0.25% [1] - The total trading volume of A-shares reached 1,529.84 billion yuan, with 765 A-shares breaking through the five-day moving average [1] Stock Performance - The stocks with the highest deviation rates from the five-day moving average include: - Yunlu Co., Ltd. (688190) with a deviation rate of 8.96% and a daily increase of 11.05% [2] - Xilinmen (603008) with a deviation rate of 8.09% and a daily increase of 9.98% [2] - Wanders (688178) with a deviation rate of 7.94% and a daily increase of 12.47% [2] - Other notable stocks with significant daily increases include: - Aerospace Intelligence (300446) with a daily increase of 14.59% and a deviation rate of 7.93% [2] - Nandu Power (300068) with a daily increase of 11.13% and a deviation rate of 7.46% [2] Additional Stock Data - The table lists various stocks with their respective daily performance metrics, including trading volume and deviation rates from the five-day moving average [2][3] - Stocks such as Haibo Si (688411) and Huaci Co., Ltd. (001216) also show positive performance with deviation rates of 4.69% and 4.67% respectively [3]

Core Insights - The furniture industry cluster in Chongzhou has been recognized as a "high-value" industrial cluster by the Ministry of Industry and Information Technology, highlighting its robust vitality and growth potential [3][4] - Chongzhou has become a significant hub for furniture manufacturing in China, accounting for 69% of Chengdu's and 48% of Sichuan's output in the sector [3][4] Industry Development - The Chongzhou furniture industry has its roots in the wood culture of the Sichuan region, with its development beginning in the 1970s and 1980s through small family workshops [4] - Over the years, Chongzhou has nurtured well-known brands such as Quanyou and Mingzhu, as well as leading companies like Sofia and Xilinmen, establishing itself as one of the six major furniture industry clusters in China [4][5] - The core business of Chongzhou's furniture manufacturing has shifted towards "whole-house customization," particularly after 2015 when customized furniture began to surpass finished products in market metrics [5] Transformation Strategies - The Chongzhou furniture industry is undergoing a transformation towards smart, green, and high-end manufacturing [5][6] - Smart manufacturing initiatives include the implementation of Industry 4.0 production lines by major companies, with several recognized as smart factories and digital workshops [5][6] - Green initiatives have led to the closure of 93 outdated enterprises and the upgrade of 207, with a significant shift towards water-based environmentally friendly materials [6] - High-end market focus has attracted companies specializing in premium products, such as AI smart mattresses and medical furniture [6] Government Support - The government plays a crucial role in the development of the furniture industry through strategic planning and support policies, including the establishment of industrial parks and public service platforms [7][8] - Recent efforts have included the creation of a cross-border e-commerce sector to facilitate international market access for local furniture manufacturers [8] Future Outlook - The establishment of the "Tianfu Beautiful Home" public brand aims to support small and medium-sized enterprises in the furniture sector, enhancing their market presence and brand recognition [9][10] - Future plans include building a high-level industrial cluster with a target of establishing a 100 billion-level leading enterprise and three 20 billion-level enterprises by 2029 [10]

Core Insights - The company Xilinmen (喜临门) announced that its smart sleep brand aise Baobao's "Baobao AI Mattress" series has achieved the L4 level certification, the highest grade under the national standard for smart furniture [1][2] Group 1: Certification and Standards - The "Baobao AI Mattress" series is the first in China to receive the L4 level certification under the national standard "Furniture Smart Level Assessment and Marking" (GB/T 46260—2025), which will be implemented on March 1, 2026 [1] - The national standard establishes a grading system for smart furniture, categorizing the intelligence level into four grades from L1 to L4, with L4 being the highest [1] Group 2: Product Features and Functionality - The L4 certification was awarded due to the mattress's upgrade from "passive response" to "active service," providing a comprehensive smart system throughout the sleep process [1] - The mattress features include pre-sleep massage and temperature control, real-time adjustment of support based on sleep posture, and detailed sleep reports upon waking, creating a complete service loop [1] Group 3: Research and Development - The company has accumulated over 100 million sleep data points since 2012 through its ongoing China Sleep Index research, ensuring the practicality and reliability of the aise Baobao series [2] - The product development involved over 100,000 user trials and iterations to refine the mattress [2] Group 4: Collaborations and Innovations - The company has established significant collaborations in the sleep health sector, including a joint research center with Tsinghua University focusing on physical interventions for sleep disorders [2] - Collaborations with top research institutions such as the National Sports Administration and Fudan University Hospital aim to integrate home health data with hospital treatment systems [2] - In August, the company signed an exclusive strategic cooperation agreement with Qiangnao Technology to launch the world's first smart mattress integrated with EEG monitoring technology, enabling full-cycle management from sleep monitoring to active intervention [2]

Core Insights - The "Baobao AI Mattress" series from Xilinmen has achieved the L4 highest level certification under the national standard for smart furniture, marking it as the first smart mattress brand in China to receive this certification [1][3] - The national standard establishes a smart grading evaluation system for furniture products, categorizing them into four levels (L1 to L4) based on their capabilities in perception, decision-making, execution, and feedback [1][3] - The implementation of this standard provides consumers with clear guidelines for purchasing smart mattresses and encourages the industry to transition further into the smart sector [1][3] Company Insights - The L4 certification for the "Baobao AI Mattress" signifies a functional upgrade from "passive response" to "active service," with features that enhance the entire sleep process, including pre-sleep relaxation, real-time posture adjustment during sleep, and detailed sleep reports upon waking [3][4] - Xilinmen has accumulated over 100 million sleep data points since 2012 through its ongoing research on sleep indices, which has informed the development of the Baobao series [3] - The product development involved testing with 100,000 users to ensure practicality and reliability, highlighting the company's commitment to innovation and quality [3][4] Industry Insights - The smart sleep market is entering a rapid growth phase, with the release of the national standard marking a new stage for smart mattress technology [3] - The future of smart mattresses is expected to integrate deeper AI applications, enhancing their capabilities within the smart home ecosystem [4]