证券代码：002563 证券简称：森马服饰 公告编号：2025-15 浙江森马服饰股份有限公司 2024 年度股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 1、审议通过《公司 2024 年度董事会工作报告》。 本次股东大会无新议案提交表决，也无议案被修改或否决情况。出席会议的 股东及股东委托代理人以现场投票与网络投票相结合的方式，审议通过了以下提 案： 1 浙江森马服饰股份有限公司（以下简称"公司"）于 2025 年 5 月 8 日下午 2:00 在公司会议室召开公司 2024 年度股东大会。本次会议以现场会议和网络投 票结合的方式召开，会议通知已于 2025 年 4 月 1 日以公告形式发出。 一、会议召开和出席情况 出席本次股东大会的股东及股东代表共计 241 名，代表本公司有表决权股份 数 1,957,894,685 股，占公司有表决权股份总数的 72.6737%；其中现场参加本 次股东 大会 的股 东 及股东 代表 共 21 名，代 表本 公司 有 表决权 股份数 1,787,034,125 股，占公司有表决权股份总数的 66.33 ...

上海磐明律师事务所 中国上海市浦东新区世纪大道100号 上海环球金融中心15楼T61 邮政编码: 200120 Brightstone Lawyers Suite T61, 15/F, Shanghai World Financial Center No.100 Century Avenue, Pudong New District Shanghai 200120, China Tel 电话: +86 21 6881 5499 www.brightstonelawyers.com 致：浙江森马服饰股份有限公司 关于浙江森马服饰股份有限公司 2024 年度股东大会的法律意见书 浙江森马服饰股份有限公司（下称"公司"）2024 年度股东大会（下称"本次股东大会"） 的现场会议于 2024 年 5 月 8 日（星期四）下午 2:00 在上海市闵行区莲花南路 2689 号如期 召开，本次股东大会采取现场会议与网络投票结合的方式。上海磐明律师事务所（下称"本 所"）接受公司的委托，指派沙千里、杨露律师（下称"本所律师"）出席本次股东大会，根 据《中华人民共和国公司法》（下称《公司法》）、《中华人民共和国证券法》（下称《 ...

Core Insights - Consumers are increasingly dissatisfied with clothing quality, leading to a demand for better quality and personalized options in apparel [1][5] - JD Fashion has partnered with Zhonglian Inspection Group to launch six quality standards for various clothing categories, ensuring comprehensive quality control from selection to inspection [1][5] - The initiative aims to provide consumers with a more reliable shopping experience by offering certified products marked with an "Assured Quality" label, which guarantees compensation for counterfeit materials [1][5] Group 1: Quality Standards - The six quality standards cover T-shirts, casual pants, sun-protective clothing, jeans, underwear, and casual shoes, focusing on material, performance, and functionality [1][5][9] - Each certified product will have a corresponding quality inspection report from a national authority, accessible on the product detail page [5][9] - Specific standards for T-shirts include weight classifications for different wearing experiences, with 230g fabric being ideal for daily wear and 290g for outdoor activities [10] Group 2: Product Features - The standards for sun-protective clothing emphasize breathability, UV protection, and wash durability, with materials achieving UPF values above 50+ [13] - Casual shoes are categorized based on rebound rate, weight, and breathability, with specific metrics for different usage scenarios [13] - Underwear standards include antibacterial properties, with ratings from 3A to 7A, ensuring high levels of bacterial inhibition even after multiple washes [10][22] Group 3: Brand Participation - Over a hundred major clothing brands, including Hailan Home, Semir, Belle, and GAP, are participating in the initial certification process [3][14] - JD Fashion is promoting a dedicated "Assured Quality" section on its platform, featuring a variety of certified clothing items [14][23] - The initiative aims to enhance consumer confidence in purchasing clothing by providing a clear and reliable quality assurance framework [23]

Investment Rating - The investment rating for the company is "Buy" with a target price not specified [6]. Core Views - The implementation of the parenting subsidy policy is expected to benefit the children's clothing business, as 23 provinces in China have begun exploring various forms of birth subsidies [2]. - The company aims to enhance its retail transformation and supply chain capabilities by focusing on consumer insights, efficient product operations, and precise product development [3]. - The company has adjusted its profit forecasts for 2025-2027, expecting revenues of 15.3 billion, 16 billion, and 17 billion respectively, with net profits of 1.1 billion, 1.2 billion, and 1.3 billion [4]. Financial Performance Summary - For Q1 2025, the company reported revenue of 3.1 billion, a year-on-year decrease of 2%, and a net profit of 200 million, down 38% year-on-year [1]. - The gross margin remained stable at 47%, while the net profit margin decreased by 4 percentage points to 7% [1]. - The sales expense ratio increased by 4 percentage points to 29%, and the management expense ratio rose by 1 percentage point to 5% [1]. Financial Forecast Summary - The company expects revenues for 2025 to be 15.25 billion, with a growth rate of 4.3% [5]. - The earnings per share (EPS) is projected to be 0.41, 0.45, and 0.49 for 2025, 2026, and 2027 respectively [4]. - The price-to-earnings (P/E) ratio is forecasted to be 14x, 13x, and 11x for the next three years [4].

Investment Rating - The report maintains a "Buy" rating for the company, with an expected relative return of over 20% within the next six months [6]. Core Views - The implementation of a parenting subsidy system is expected to benefit the children's clothing business, as 23 provinces in China are exploring various forms of birth subsidies [2]. - The company aims to enhance its retail transformation and supply chain capabilities, focusing on consumer insights, efficient product operations, and precise product development [3]. - The financial forecast has been adjusted, with expected revenues for 2025-2027 projected at 153 billion, 160 billion, and 170 billion respectively, and net profits at 11 billion, 12 billion, and 13 billion [4]. Financial Performance Summary - For Q1 2025, the company reported revenue of 31 billion, a year-on-year decrease of 2%, and a net profit of 2 billion, down 38% year-on-year [1]. - The gross margin remained stable at 47%, while the net profit margin decreased by 4 percentage points to 7% [1]. - The sales expense ratio increased by 4 percentage points to 29%, and the management expense ratio rose by 1 percentage point to 5% [1]. Financial Data and Valuation - The projected revenue growth rates for 2023 to 2027 are 2.47%, 7.06%, 4.30%, 5.10%, and 6.00% respectively [5]. - The expected earnings per share (EPS) for 2025-2027 are 0.41, 0.45, and 0.49 yuan, with corresponding price-to-earnings (P/E) ratios of 14x, 13x, and 11x [4][5]. - The company's total market capitalization is approximately 15.14 billion yuan, with a circulating market value of about 12.37 billion yuan [6].

纺织服饰/服装家纺 森马服饰（002563.SZ） 2025Q1 终端零售稳步增长，短期费用扰动利润增速 2025 年 05 月 01 日 投资评级：买入（维持） | 日期 | 2025/4/30 | | --- | --- | | 当前股价(元) | 5.62 | | 一年最高最低(元) | 7.48/4.34 | | 总市值(亿元) | 151.41 | | 流通市值(亿元) | 123.74 | | 总股本(亿股) | 26.94 | | 流通股本(亿股) | 22.02 | | 近 3 个月换手率(%) | 44.5 | 信 息 更 新 报 告 股价走势图 数据来源：聚源 -40% -20% 0% 20% 2024-05 2024-09 2025-01 森马服饰 沪深300 相关研究报告 《2024 年分红比例提升，库存结构 改善奠定增长基础—公司信息更新 报告》-2025.4.2 《2022 年业绩承压，期待轻装上阵 &开店下业绩修复—公司信息更新 报告》-2023.4.6 ——公司信息更新报告 请务必参阅正文后面的信息披露和法律声明 1 / 4 | 吕明（分析师） 周嘉乐（分析师） 张霜凝（分析师 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company experienced a slight decline in revenue in Q1 2025, with a total revenue of 3.08 billion yuan, down 1.9% year-on-year. The net profit attributable to shareholders decreased by 38.1% to 210 million yuan, primarily due to increased sales and marketing expenses [5][6] - Despite short-term profit pressure, the company is expected to recover performance through store quality improvements and channel optimization, maintaining profit forecasts for 2025-2027 [5][6] - The company’s gross margin slightly increased to 47.0%, while the net profit margin decreased to 7.0% due to higher sales expenses [7] Financial Summary - Revenue projections for 2025-2027 are 15.41 billion yuan, 16.21 billion yuan, and 17.04 billion yuan, respectively, with year-on-year growth rates of 5.4%, 5.2%, and 5.1% [8] - The net profit attributable to shareholders is forecasted to be 1.21 billion yuan in 2025, 1.30 billion yuan in 2026, and 1.41 billion yuan in 2027, with corresponding EPS of 0.45 yuan, 0.48 yuan, and 0.52 yuan [8][10] - The company’s P/E ratios are projected to be 12.6, 11.7, and 10.7 for 2025, 2026, and 2027, respectively [8][10] Operational Insights - As of Q1 2025, the company had a total of 8,268 stores, with a net decrease of 57 stores since the beginning of the year. Despite this, terminal retail maintained steady growth, indicating effective channel optimization strategies [6] - The inventory structure has improved, with a significant increase in the proportion of new products within one year of inventory age [7]

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 4.40 RMB [8][9]. Core Views - The company reported a revenue of 5.15 billion RMB in 2024, a year-on-year decrease of 1.9%, and a net profit of 490 million RMB, down 29.1% year-on-year, slightly below previous expectations [1]. - The company is expected to recover growth through refined management, strict control of terminal discounts, and channel expansion, alongside the acquisition of the Woolrich brand to enhance its multi-brand strategy [1][5]. - The company's gross margin increased by 0.3 percentage points to 65.0% in 2024, attributed to a higher proportion of T-shirts, wool sweaters, and jackets, as well as strict control over retail discounts [3]. Summary by Sections Financial Performance - In Q1 2025, the company achieved a revenue of 1.3 billion RMB, a decrease of 3.7% year-on-year, with a net profit of 170 million RMB, down 31.9% year-on-year [1]. - The proposed dividend for 2024 is 0.05 RMB per share, with a payout ratio of approximately 35.4% [1]. Brand Performance - Revenue for the main brands in 2024 showed mixed results: Baoxiniang down 8.4% to 1.59 billion RMB, Haggis up 1.3% to 1.78 billion RMB, Le Fei Ye up 28.0% to 350 million RMB, and Baoniao down 2.9% to 1.01 billion RMB [2]. - The company is actively responding to external challenges by enhancing brand promotion and optimizing channel structures [2]. Cost and Margin Analysis - Sales expense ratio increased by 2.7 percentage points to 41.3%, primarily due to increased advertising and sales personnel costs [3]. - The net profit margin decreased by 3.7 percentage points to 9.6% in 2024, with expectations for recovery in 2025 [3]. Operational Efficiency - Inventory turnover days increased by 9 days to 235 days due to slower terminal sales [4]. - Cash and cash equivalents increased by 7.1% to 2.03 billion RMB, providing sufficient support for stable development [4]. Acquisition and Strategic Outlook - The company acquired the global intellectual property rights of the Woolrich brand (excluding Europe) for 384 million RMB, aiming to enhance its brand matrix and international presence [4]. - Profit forecasts for 2025 and 2026 have been adjusted to 590 million RMB and 680 million RMB, respectively, with a new forecast for 2027 set at 740 million RMB [5].

Core Insights - Semir has opened its first store in Malaysia at 1 UTAMA Shopping Centre in December 2024, followed by a second store in Sunway Pyramid Mall and the first overseas store for its children's brand Balabala in Pavilion Kuala Lumpur [1][3] Group 1: International Expansion Strategy - The opening of three stores marks a small step in Semir's nearly decade-long overseas market expansion, reflecting the trend of domestic apparel brands going global [3][4] - Semir aims to leverage its domestic supply chain and industry understanding to explore new growth paths in overseas markets, focusing on Southeast Asia, the Middle East, and breaking into Europe and the U.S. [3][4] - As of the end of 2024, Semir and Balabala have entered 15 countries and regions, with over 100 stores outside mainland China, including 30 new stores opened in 2024 [4] Group 2: Focus on Southeast Asia and the Middle East - Southeast Asia is a primary target for Chinese apparel brands due to cultural similarities, making it easier for products to penetrate the market [5] - Semir has successfully established itself in Vietnam, with Balabala operating 9 stores and plans to upgrade its management structure in the region for better market penetration [5] - The Middle East is also a key market for Semir, with a focus on partnerships with local agents to tap into the high demand for children's products [6] Group 3: Multi-Channel Strategy - Semir employs a dual-channel strategy of direct sales and partnerships with agents to optimize market entry and resource acquisition [7][8] - The company has achieved significant online growth, covering over 130 countries with online revenue increasing by over 80% year-on-year [7] - Physical stores are essential for building brand recognition and consumer relationships, with a focus on high-end positioning in Southeast Asia [8] Group 4: Adapting to Local Markets - Semir emphasizes the importance of understanding local market trends and consumer preferences to tailor its offerings [10][11] - The company has established a dedicated team for market research and product planning to ensure alignment with local cultural nuances [10][11] - In the Middle East, Semir adapts its marketing strategies to align with local customs and traditions, such as creating special product lines for Ramadan [11][13] Group 5: Long-term Goals - Semir aims for global brand recognition and market scale, aspiring to transition from a domestic brand to a global player in the fashion industry [14]

Fixed Income Research - The issuance scale of credit bonds has increased to a historical high, with most yields continuing to rise [2] - The net financing amount of credit bonds has increased, with medium-term notes and short-term financing bonds seeing positive net financing [2] - The overall market sentiment remains cautious, with a focus on the impact of growth policies on the bond market [2] Fund Research - The performance of the SME board index has been outstanding, while there has been significant outflow from broad-based indices [4] - The public fund market is facing pressure due to fee reforms and increased market volatility, leading to a noticeable trend of industry differentiation [5] - Equity funds have performed well, with mixed-asset funds showing positive returns, while bond funds have had average performance [5] Industry Research - The real estate market is stabilizing due to supportive policies, with improved transaction conditions and a positive outlook for housing demand [3] - The pet food market is experiencing a trend towards premiumization, with significant growth expected in the domestic pet market [9] - The home furnishing sector is showing signs of improvement, although some companies are still facing challenges [10] Company Research - The company reported a revenue of 1.592 billion yuan in 2024, with a net profit increase of 48.50%, but faced a decline in Q1 2025 revenue [12] - The outdoor and chip businesses have shown growth, with the chip business achieving a revenue increase of 66.56% in 2024 [15] - The company is focusing on enhancing its core brands and optimizing supply chain management to improve profitability [13][14]