| 证券代码：002798 | 证券简称：帝欧家居 | 公告编号：2025-111 | | --- | --- | --- | | 债券代码：127047 | 债券简称：帝欧转债 | | 经与会董事充分审议，会议采用记名投票的方式逐项表决了本次会议的各项 议案，形成并通过了如下决议： 1、审议通过《2025 年半年度报告及摘要》 表决结果：同意 8 票、反对 0 票、弃权 0 票。 公司董事会审计委员会已审议通过《公司 2025 年半年度财务报表》。 帝欧家居集团股份有限公司 第六届董事会第五次会议决议的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、误导 性陈述或者重大遗漏。 本公司及全体董事会成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或者重大遗漏。 一、董事会会议召开情况 帝欧家居集团股份有限公司（以下简称"公司"）第六届董事会第五次会议 于 2025 年 8 月 25 日以现场和通讯相结合的方式召开。本次会议通知已于 2025 年 8 月 15 日以电子邮件的方式发出，会议应出席董事 8 名，实际出席董事 8 名， 公司高级管理人员列席了会议。 会议由董事 ...

[Important Notes, Table of Contents, and Definitions](index=2&type=section&id=Important%20Notes%2C%20Table%20of%20Contents%2C%20and%20Definitions) This section provides crucial disclaimers, the report's full directory, and definitions of key terms for clarity [Important Notes](index=2&type=section&id=Important%20Notes) The Board of Directors, Supervisory Committee, and senior management guarantee the accuracy and completeness of the semi-annual report, assuming legal responsibility - The company's Board of Directors, Supervisory Committee, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, assuming legal responsibility[4](index=4&type=chunk) - Company head Zhu Jiang, chief financial officer Cai Jun, and head of accounting department Wu Yunlin declare the financial report is true, accurate, and complete[4](index=4&type=chunk) - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for this reporting period[6](index=6&type=chunk) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section lists the complete report structure, covering all key information from important notes to financial statements - The report comprises nine main chapters, covering comprehensive information on company operations, finance, governance, and significant matters[9](index=9&type=chunk) [Definitions](index=5&type=section&id=Definitions) This section defines common terms used in the report, ensuring accurate understanding of its content - The company's main business units include the Tile Business Unit, Bathroom Business Unit, and New Materials Business Unit, responsible for R&D, production, and sales of Ounuo tiles, Diou bathroom products, and acrylic products, respectively[12](index=12&type=chunk) - The report defines various product types, such as "China Jade" referring to Ounuo's comprehensive ceramic products with jade designs, "Slab" referring to ultra-large high-tech new materials, and "Smart Toilet" referring to toilets with warm water washing and other functions[12](index=12&type=chunk)[13](index=13&type=chunk) [Company Profile and Key Financial Indicators](index=7&type=section&id=Company%20Profile%20and%20Key%20Financial%20Indicators) This section provides an overview of the company's basic information, contact details, and key financial performance metrics [Company Profile](index=7&type=section&id=I.%20Company%20Profile) Diou Home Group Co, Ltd, stock code 002798, is listed on the Shenzhen Stock Exchange, with Zhu Jiang as its legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Diou Home | | Stock Code | 002798 | | Stock Exchange | Shenzhen Stock Exchange | | Company Chinese Name | 帝欧家居集团股份有限公司 | | Legal Representative | Zhu Jiang | [Contact Persons and Methods](index=7&type=section&id=II.%20Contact%20Persons%20and%20Methods) This section provides contact information for the company's Board Secretary and Securities Affairs Representative for investor communication - The Board Secretary is Dai Yu, and the Securities Affairs Representative is Luo Xue, both located at 15th Floor, Block A, New Hope International Building, No 19, Tianfu Third Street, Tianfu Avenue Middle Section, High-tech Zone, Chengdu, Sichuan Province[16](index=16&type=chunk) [Other Information](index=7&type=section&id=III.%20Other%20Information) The company's registered address, office address, website, email, and information disclosure locations remained unchanged during the reporting period - The company's contact information, information disclosure, and filing locations remained unchanged during the reporting period, as detailed in the 2024 annual report[17](index=17&type=chunk)[18](index=18&type=chunk) [Key Accounting Data and Financial Indicators](index=8&type=section&id=IV.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) In H1 2025, revenue decreased by **15.35%** to **CNY 1.176 billion**, net loss attributable to shareholders widened to **CNY -84.32 million**, while operating cash flow significantly increased by **1438.90%** Key Accounting Data and Financial Indicators for H1 2025 | Indicator | Current Reporting Period (CNY) | Prior Year Period (CNY) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,176,202,056.12 | 1,389,566,845.35 | -15.35% | | Net Profit Attributable to Shareholders of Listed Company | -84,323,742.68 | -55,065,431.32 | -53.13% | | Net Cash Flow from Operating Activities | 98,087,238.83 | 6,373,849.83 | 1,438.90% | | Basic Earnings Per Share | -0.2267 | -0.1504 | -50.73% | | Total Assets (End of Period) | 5,713,019,122.81 | 5,892,712,569.49 | -3.05% | | Net Assets Attributable to Shareholders of Listed Company (End of Period) | 1,617,464,049.49 | 1,630,698,274.85 | -0.81% | [Differences in Accounting Data under Domestic and Overseas Accounting Standards](index=8&type=section&id=V.%20Differences%20in%20Accounting%20Data%20under%20Domestic%20and%20Overseas%20Accounting%20Standards) The company reported no differences in net profit and net assets between international/overseas and Chinese accounting standards - The company reported no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards for the reporting period[21](index=21&type=chunk) - The company reported no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards for the reporting period[22](index=22&type=chunk) [Non-Recurring Gains and Losses and Amounts](index=8&type=section&id=VI.%20Non-Recurring%20Gains%20and%20Losses%20and%20Amounts) Non-recurring gains and losses totaled **CNY 6.743 million**, primarily from government subsidies and financial asset investment dividends, with VAT refunds classified as recurring Non-Recurring Gains and Losses and Amounts for H1 2025 | Item | Amount (CNY) | Explanation | | :--- | :--- | :--- | | Gains or losses from disposal of non-current assets | -327,199.02 | Primarily losses from disposal of fixed assets | | Government subsidies recognized in current profit or loss | 4,194,288.81 | See "Notes to Consolidated Financial Statements - Other Income" for government subsidies | | Gains or losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains or losses from disposal of financial assets and liabilities | 1,317,818.31 | Primarily dividends from the company's equity investment in Mag Home | | Reversal of impairment provisions for accounts receivable subject to separate impairment testing | 4,533,957.55 | Due to recovery of accounts receivable or debt settlement, reversal of impairment provisions exceeding the receivable amount | | Gains or losses from debt restructuring | -757,038.45 | Primarily losses from debt restructuring involving property-for-debt | | Other non-operating income and expenses apart from the above | -1,027,556.92 | | | Less: Income tax impact | 1,191,246.93 | | | Total | 6,743,023.35 | | - The company classifies VAT refunds of **CNY 10.8033 million** as recurring gains and losses, citing their relation to daily operations and continuous nature[25](index=25&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Third%20Section%20Management%20Discussion%20and%20Analysis) This section analyzes the company's business operations, financial performance, core competitiveness, and risk management strategies during the reporting period [Main Business Activities during the Reporting Period](index=10&type=section&id=I.%20Main%20Business%20Activities%20during%20the%20Reporting%20Period) The company maintained its core business in bathroom and ceramic products, adapting to market changes through strategic optimizations and AI integration, while experiencing a change in actual control [Industry Development](index=10&type=section&id=%EF%BC%88%E4%B8%80%EF%BC%89Industry%20Development) In H1 2025, real estate investment declined by **11.2%**, and new home sales decreased by **3.5%**, intensifying competition in the transitioning home furnishing and building materials sector - In H1 2025, national real estate development investment decreased by **11.2%** year-on-year, and new commercial housing sales area decreased by **3.5%** year-on-year[27](index=27&type=chunk) - The home furnishing and building materials industry continues to face insufficient effective demand and intensified competition due to real estate market adjustments and the macroeconomic environment[27](index=27&type=chunk) - The industry is transforming towards service-oriented, intelligent, and green development to adapt to consumption trends and the intelligent technology revolution[27](index=27&type=chunk) [Company's Position](index=10&type=section&id=%EF%BC%88%E4%BA%8C%EF%BC%89Company%27s%20Position) The company is a pioneer in China's bathroom manufacturing, contributing to industry standards, and its subsidiary Ounuo leads in ceramic R&D with over **200 core patents** - The company is one of China's earliest bathroom product manufacturers, participating in drafting industry and national standards such as "Non-Ceramic Sanitary Ware," demonstrating leading R&D capabilities[28](index=28&type=chunk) - Subsidiary Ounuo is a vice-chairman unit of the China Building Sanitary Ceramics Association, boasts a national postdoctoral research workstation and CNAS-certified laboratory, and holds over **200 core ceramic tile patents**, placing its innovation and R&D capabilities

Core Viewpoint - The announcement details the results of the buyback of "Dio Convertible Bonds" and the impact on the company's financial structure, indicating that the buyback will not materially affect the company's financial status or operational capabilities [4][5]. Group 1: Buyback Results - The buyback price for "Dio Convertible Bonds" was set at 101.284 CNY per bond, including accrued interest and tax [2]. - The buyback period was from August 14 to August 20, 2025, with a total of 311 bonds submitted for buyback, amounting to 31,500.89 CNY [4][5]. - The funds from the buyback will be transferred to the designated account of the Shenzhen branch of China Securities Depository and Clearing Co., Ltd. by August 25, 2025, with investors receiving their funds by August 27, 2025 [5]. Group 2: Impact on Company - The buyback will not have a substantial impact on the company's financial condition, operational results, cash flow, or capital structure [5]. - The remaining "Dio Convertible Bonds" will continue to be traded on the Shenzhen Stock Exchange [5]. Group 3: Conversion Status - As of August 21, 2025, a total of 123,110,019 shares have been converted from "Dio Convertible Bonds," representing 31.82% of the company's total shares before conversion [6][15]. - There are still 8,719,101 bonds unconverted, which is 58.13% of the total issued convertible bonds [6][15]. Group 4: Shareholder Dilution - The conversion of "Dio Convertible Bonds" has led to a passive dilution of the shareholding percentage of major shareholders, with the controlling shareholder's stake decreasing from 29.60% to 27.89% [20][21]. - This dilution does not affect the control of the company or its governance structure [21]. Group 5: Share Buyback Progress - As of August 22, 2025, the company has repurchased 8,377,907 shares, accounting for 1.66% of the total share capital, with a total expenditure of 51,318,224.49 CNY [27][28]. - The buyback is in accordance with the company's previously approved plan and complies with relevant regulations [28][29].

Group 1 - The core announcement is regarding the results of the "Dio Convertible Bonds" repurchase, indicating that the repurchase application was ineffective for bondholders [1] - The repurchase period for the "Dio Convertible Bonds" was from August 14, 2025, to August 20, 2025, with a repurchase price of RMB 101.284 per bond, including accrued interest and tax [1] - The company disclosed multiple announcements related to the repurchase process on specified dates, ensuring compliance with relevant regulations [1] Group 2 - The effective repurchase quantity of "Dio Convertible Bonds" was 311 bonds, amounting to RMB 31,500.89, including interest and tax [2] - The repurchase will not materially affect the company's financial status, operating results, cash flow, or capital structure, nor will it impair the company's debt servicing ability and ongoing viability [2] - Unredeemed "Dio Convertible Bonds" will continue to be traded on the Shenzhen Stock Exchange [2]

Summary of Key Points Core Viewpoint - The company has reported that the cumulative conversion amount of its convertible bonds, "Diou Convertible Bonds," has reached 123,110,019 shares, accounting for 31.82% of the total shares issued before the conversion began, which was 386,893,064 shares [1][5]. Convertible Bond Issuance Overview - The company issued 15,000,000 convertible bonds on October 25, 2021, with a total value of 150 million yuan [1][2]. - The bonds were approved by the China Securities Regulatory Commission and listed on the Shenzhen Stock Exchange [1][2]. Conversion Period and Price Adjustments - The conversion period for the "Diou Convertible Bonds" started on April 29, 2022, and will last until October 24, 2027 [2]. - The initial conversion price was set at 13.53 yuan per share, which was adjusted to 13.33 yuan on June 2, 2022, and further adjusted to 13.34 yuan on July 21, 2022, due to corporate actions [2][4]. - A significant downward adjustment of the conversion price to 5.1 yuan per share was approved on October 31, 2024, effective from November 1, 2024 [4]. Conversion Statistics - As of August 21, 2025, a total of 6,280,899 bonds have been converted into shares, representing 58.13% of the total bond issuance [5].

Core Viewpoint - The company has approved a share repurchase plan to buy back its own shares using self-funding, with the aim of converting them into shares for convertible bonds issued by the company [2][3]. Group 1: Share Repurchase Plan - The company plans to repurchase between 8,500,000 and 16,700,000 shares at a maximum price of RMB 5.00 per share, totaling up to RMB 83.50 million [2]. - The repurchase period is set for 12 months from the board's approval date, with a subsequent extension of 6 months, making the new deadline January 10, 2026 [2]. - The maximum repurchase price was adjusted to RMB 8.40 per share, which is 150% of the average trading price over the previous 30 trading days [2]. Group 2: Progress of Share Repurchase - As of August 22, 2025, the company has repurchased 8,377,907 shares, representing 1.66% of the total share capital, with a total transaction amount of RMB 51,318,224.49 [3]. - The highest and lowest transaction prices during the repurchase were RMB 7.23 and RMB 3.01 per share, respectively [3]. - The company is committed to continuing the repurchase plan in accordance with market conditions and relevant regulations [3].

Group 1 - The company announced a share buyback program, intending to repurchase a total of 8,377,907 shares [1] - The repurchased shares represent 1.66% of the company's current total share capital [1] - The buyback will be conducted through a special securities account via centralized bidding transactions, with a deadline set for August 22, 2025 [1]

| 证券代码：002798 | 证券简称：帝欧家居 | 公告编号：2025-106 | | --- | --- | --- | | 债券代码：127047 | 债券简称：帝欧转债 | | 关于实际控制人及其一致行动人持股比例被动稀释触及1% 整数倍的公告 本公司及全体董事会成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或者重大遗漏。 特别提示： 帝欧家居集团股份有限公司（以下简称"公司"）发行的"帝欧转债"转股 导致公司总股本增加，公司实际控制人朱江先生及其一致行动人（成都水华互联 科技有限公司/成都水华智云科技有限公司/张芝焕）、刘进先生、陈伟先生、吴 志雄先生在持股数量不变的情况下合计拥有权益比例由 29.60%被动稀释至 27.89%，其权益变动不会导致公司实际控制人发生变化。 一、权益变动的具体情况 帝欧家居集团股份有限公司 公司发行的"帝欧转债"转股导致公司总股本增加，公司实际控制人朱江先 生及其一致行动人（成都水华互联科技有限公司/成都水华智云科技有限公司/张 芝焕）、刘进先生、陈伟先生、吴志雄先生在持股数量不变的情况下合计拥有公 司权益比例由 29.60%被动稀释至 27.8 ...

| 证券代码：002798 | 证券简称：帝欧家居 | 公告编号：2025-107 | | --- | --- | --- | | 债券代码：127047 | 债券简称：帝欧转债 | | 帝欧家居集团股份有限公司 关于持股5%以上股东及其一致行动人持股比例被动稀释触及 1 鲍杰军及其一致 行动人陈家旺 A 股 持股数量不变，因"帝欧转债" 转股导致总股本增加，持有权 益比例被动稀释。 0.93 本次权益变动方式（可多选） 通过证券交易所的集中交易 □ 通过证券交易所的大宗交易 □ 其他 ☑ （请注明） （因可转债转股导致公司总股本增加，持股比例被动稀释） 本次减持股份的资金来源（可多选） 自有资金 □ 银行贷款 □ 其他金融机构借款 □ 股东投资款 □ 其他 □（请注明） 不涉及资金来源 ☑ 3．本次变动前后，投资者及其一致行动人拥有上市公司权益的股份情况 | 股东名称 | 股份性质 | | 本次变动前持有股份 | 本次变动后持有股份 | | | --- | --- | --- | --- | --- | --- | | | | 股数(万股) | 占总股本比例 | 股数(万股) | 占总股本比例 | | | ...

本公司及全体董事会成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或者重大遗漏。 | 证券代码：002798 | 证券简称：帝欧家居 | 公告编号：2025-110 | | --- | --- | --- | | 债券代码：127047 | 债券简称：帝欧转债 | | 帝欧家居集团股份有限公司（以下简称"公司"）于 2024 年 7 月 10 日召开 的第五届董事会第十九次会议审议通过了《关于回购公司股份方案的议案》，同 意公司使用自有资金以集中竞价交易的方式回购公司部分已发行的人民币普通 股（A 股）股票，本次回购的股份全部用于转换上市公司发行的可转换为股票的 公司债券。本次回购数量区间为上限不超过 16,700,000 股，下限不少于 8,500,000 股，回购价格不超过人民币 5.00 元/股（含）。按照回购价格和回购数量上限测 算回购资金总额不超过人民币 8,350.00 万元。具体回购数量以回购结束时实际回 购的股份数量为准。本次回购股份的实施期限为自董事会审议通过股份回购方案 之日起 12 个月内。鉴于公司取得了金融机构出具的《贷款承诺函》，经公司第 五届董事会第三十次会议审议 ...