| | 南京中央商场（集团）股份有限公司2025 | 年半年度报告摘要 | | | --- | --- | --- | --- | | 公司代码：600280 | 公司简称：中央商场 | | | | | 南京中央商场（集团）股份有限公司 | | | | | 南京中央商场（集团）股份有限公司2025 年半年度报告摘要 | | | | | 第一节 重要提示 | | | | 展规划，投资者应当到 | www.sse.com.cn 网站仔细阅读半年度报告全文。 | | | | 完整性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 | | | | | 无 | | | | | | 南京中央商场（集团）股份有限公司2025 年半年度报告摘要 | | | | | 第二节 公司基本情况 | | | | | 公司股票简况 | | | | 股票种类 | 股票上市交易所 股票简称 | 股票代码 | 变更前股 | | 票简称 | | | | | A股 | 上海证券交易所 中央商场 600280 | | 南京中商、*ST中 | | 商 | | | | | 联系人和联系方式 | 董事会秘书 | | 证券事务代表 | ...

Core Viewpoint - The board of directors of Nanjing Central Plaza (Group) Co., Ltd. held its seventh meeting of the tenth session on August 25, 2025, where several key resolutions were passed, including the approval of the 2025 semi-annual report and amendments to the company's articles of association [1]. Group 1: Meeting Resolutions - The board approved the 2025 semi-annual report and its summary, with a unanimous vote of 7 in favor [1]. - The board agreed to amend the articles of association and related rules, eliminating the supervisory board and transferring its powers to the audit committee of the board, with a unanimous vote of 7 in favor [1]. - The board passed a resolution to formulate, amend, and abolish certain company systems to enhance governance, with a unanimous vote of 7 in favor [1]. - The board approved the reappointment of the accounting firm, with a unanimous vote of 7 in favor [1]. - The board resolved to convene the second extraordinary general meeting of shareholders in 2025 on September 19, 2025, to review the amendments to the articles of association and the reappointment of the accounting firm, with a unanimous vote of 7 in favor [1].

股票简称：中央商场 股票代码：600280 编号：临 2025-028 南京中央商场（集团）股份有限公司 第十届监事会第五次会议决议公告 本公司监事会及全体监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个别及连带责任。 股票简称：中央商场 股票代码：600280 编号：临 2025-028 南京中央商场（集团）股份有限公司（简称"公司"）第十届监事会第五次 会议于 2025 年 8 月 25 日上午十点三十分在公司会议室召开。会议应到监事 3 人，实到 3 人，符合《公司法》和《公司章程》的有关规定。会议审议了相关议 案并做出了如下决议： 一、审议通过《公司 2025 年半年度报告及其摘要》 根据《公司法》和《公司章程》的有关规定，监事会对公司董事会编制的 公司章程和公司内部管理制度的各项规定； 交易所的各项规定，所包含的信息从各个方面真实地反映出公司 2025 年半年度 的经营管理和财务状况等事项； 和审议的人员有违反保密规定的行为； 完整，承诺其中不存在虚假记载、误导性陈述或者重大遗漏。 表决结果：同意 3 票；反对 0 票；弃权 0 票。 二、审议 ...

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on September 19, 2025, at 14:00 in Nanjing [1] - The meeting will utilize a combination of on-site and online voting methods [1][2] - Online voting will be conducted through the Shanghai Stock Exchange's shareholder meeting voting system, available from 9:15 to 15:00 on the day of the meeting [1][2] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's network voting system, either through a designated trading terminal or the internet voting platform [2][3] - Shareholders with multiple accounts can aggregate their voting rights across all accounts for the same category of shares [3][4] - Duplicate voting through different methods will be counted based on the first vote cast [4] Attendance and Registration - Only shareholders registered with the China Securities Depository and Clearing Corporation Limited as of the close of trading on the registration date are eligible to attend [4][5] - Registration for the meeting can be done in person or via mail/fax, with a deadline of September 18, 2025, from 9:30 to 17:00 [5][6] Additional Information - The company’s contact details include an address in Nanjing, postal code 210041, and a contact number [6]

Core Points - The company plans to reappoint Lixin Certified Public Accountants (Special General Partnership) for the 2025 financial report audit and internal control audit services, pending approval from the shareholders' meeting [1][5] - Lixin has a long history, established in 1927, and is a member of the international accounting network BDO, with qualifications for H-share audits and registration with the PCAOB [1][2] - As of the end of 2024, Lixin has 296 partners, 2,498 registered accountants, and a total of 10,021 employees, with audited business revenue of 4.748 billion yuan, including 3.672 billion yuan from audit services [2][3] Group 1: Audit Firm Information - Lixin has extracted a professional risk fund of 171 million yuan and has a cumulative compensation limit of 1.05 billion yuan for professional insurance, which covers civil liability due to audit failures [2] - In the past three years, Lixin has faced five administrative penalties and 43 supervisory measures, with no criminal penalties [3] Group 2: Audit Fees and Procedures - The audit fee for the 2025 annual audit is set at 2.15 million yuan, with internal control audit fees at 880,000 yuan, based on the responsibilities and professional expertise required [3] - The audit committee reviewed Lixin's performance and confirmed that it adhered to independent auditing standards, recommending the reappointment to the board [4]

Core Points - The company reported no changes in store numbers during the reporting period [1] - The company disclosed key operating data for the first half of 2025 [1] Business Performance by Sector - Department Store Revenue: 101,524.06 million, with a gross margin of 57.38%, showing a year-on-year decrease of 6.46% in revenue and a decrease of 5.83% in cost [2] - Commercial Real Estate Revenue: 13,942.99 million, with a gross margin of 4.42%, experiencing a significant decline of 38.65% in revenue year-on-year [2] - Service Revenue: 1,287.22 million, maintaining a gross margin of 100.00%, with a slight decrease of 5.04% in revenue [2] - Total Revenue: 116,754.27 million, with a gross margin of 51.53%, reflecting an overall revenue decrease of 11.96% year-on-year [2] Business Performance by Region - Jiangsu: Revenue of 97,505.79 million, down 14.04% year-on-year [2] - Anhui: Revenue of 14,476.65 million, with a slight increase of 0.16% [2] - Henan: Revenue of 884.02 million, down 13.80% [2] - Hubei: Revenue of 2,620.01 million, up 16.90% [2] - Shandong: Revenue of 1,267.80 million, down 13.90% [2] - Total Revenue by Region: 116,754.27 million, reflecting an overall decrease of 11.96% [2]

Core Viewpoint - Nanjing Central Mall (Group) Co., Ltd. has announced the revision of its Articles of Association and related rules, including the cancellation of the supervisory board, with the audit committee of the board of directors assuming its responsibilities [1][2]. Summary by Sections Revision of Articles of Association - The company will no longer have a supervisory board, and the powers previously held by the supervisory board will be transferred to the audit committee of the board of directors [1]. - Relevant rules such as the "Rules of Procedure for the Supervisory Board" will be abolished, and amendments will be made to the Articles of Association and related rules [1]. Specific Amendments - The first article of the Articles of Association has been revised to include employees alongside shareholders and creditors in protecting their rights [2]. - The role of the legal representative has been expanded to include both the chairman and the president, with specific provisions for the appointment of a new legal representative within 30 days of resignation [2]. - New provisions have been added to clarify the legal consequences of actions taken by the legal representative on behalf of the company [2]. - The issuance of shares will continue to adhere to principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [2]. Shareholder Rights and Responsibilities - Shareholders are entitled to dividends and other forms of profit distribution based on their shareholdings [3]. - Shareholders have the right to supervise the company's operations and can request to convene or participate in shareholder meetings [3]. - Shareholders must comply with laws and the Articles of Association, and they are responsible for paying the capital they subscribed to [6]. Governance and Decision-Making - The company’s governance structure allows for the board of directors to make decisions on operational policies and investment plans, with specific provisions for the election and remuneration of directors [10]. - The company must hold shareholder meetings in accordance with legal requirements, ensuring that all shareholders have the opportunity to participate and vote [11][12]. Legal Compliance and Reporting - The company is required to disclose information in accordance with laws and regulations, particularly in cases of significant events affecting shareholder interests [4][5]. - The board of directors and management are responsible for ensuring compliance with the Articles of Association and for protecting the interests of the company and its shareholders [9].

Group 1 - The company will hold a half-year performance briefing on September 12, 2025, from 11:00 to 12:00 [1][2] - The briefing will take place at the Shanghai Stock Exchange Roadshow Center and will be conducted in an interactive online format [1][2] - Investors can submit questions from September 5 to September 11, 2025, and the company will address common concerns during the briefing [1][2] Group 2 - Key participants in the briefing include the Chairman, Secretary of the Board, Chief Financial Officer, and independent directors [2] - Investors can access the briefing online through the Shanghai Stock Exchange Roadshow Center [2] - After the briefing, investors can review the main content and outcomes on the same platform [2]

Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to various public opinions, ensuring timely and effective handling of issues that may impact its stock price and reputation [3][4]. Group 1: General Principles - The purpose of the public opinion management system is to protect investors' rights and interests by managing negative media coverage, rumors, and information that could affect public investment decisions [3]. - The system defines public opinion as negative or false media reports, harmful rumors, and any information that could lead to abnormal stock price fluctuations [3]. Group 2: Organizational Structure and Responsibilities - The company has formed a public opinion management working group led by the chairman, with the board secretary as the deputy leader, including other senior management and department heads [4]. - The working group is responsible for decision-making regarding public opinion handling, including initiating and terminating response actions and coordinating external communications [4][5]. Group 3: Handling Principles and Measures - The company emphasizes quick response and action, coordinated communication, and a proactive approach to managing crises [6]. - In cases of significant public opinion issues, the company will conduct self-inspections, communicate with the Shanghai Stock Exchange, and issue clarifying announcements as necessary [12]. - The company will also enhance investor communication and manage inquiries to mitigate misunderstandings and prevent the escalation of issues [12]. Group 4: Accountability - Employees who fail to comply with the public opinion management system may face disciplinary actions, including warnings, fines, or termination, depending on the severity of the situation [9]. - Confidentiality obligations are imposed on all personnel involved in handling public opinion, with penalties for unauthorized disclosures that could harm the company [9][15].

General Provisions - The purpose of the guidelines is to adapt to modern corporate governance, ensuring the correctness and rationality of major business decisions, and improving democratic and scientific decision-making levels [1][2] - The guidelines are binding on the president, vice presidents, and other senior management [1] Qualifications and Appointment of the President - The president must possess rich economic and management knowledge, strong management capabilities, and relevant work experience [2] - Certain disqualifications for the president include criminal convictions related to corruption, bankruptcy responsibilities, and being listed as a dishonest person by the court [2][3] Powers and Responsibilities of the President - The president is responsible for daily operations, implementing board resolutions, and proposing management structures and regulations [3][4] - The president must report to the board and cannot exceed the authority granted by the board [4] President's Office Meetings - The president's office meetings are held weekly to discuss major management decisions, ensuring scientific and rational decision-making [5][6] - The president must ensure that meeting minutes are recorded and decisions are followed up on [7] Reporting System - The president is required to report regularly or as needed to the board on the company's operational status, including annual plan implementation and major contracts [8]