重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 304 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 637,759,704 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 61.7969 | | 份总数的比例（%） | | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 证券代码：600510 证券简称：黑牡丹 公告编号：2025-038 黑牡丹（集团）股份有限公司 2025年第一次临时股东大会决议公告 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。 本次会议由公司董事会召集，董事长冯小玉先生主持。会议采取现场投票和 网络投票相结合的方式召开并表决，符合《中华人民共和国公司法》及《公司章 程》的规定。 1/6 (一) 股东大会召开的时间：2025 年 9 月 10 日 (二) 股东大会召开的地点：江苏省常州市 ...

北京市嘉源律师事务所 关于黑牡丹（集团）股份有限公司 2025 年第一次临时股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 E A YUAN LAW OFFICES 2025 年第一次临时股东大会的 北京 BEIJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONGKONG · 广州 GUANGZHOU · 西安 XI'AN 致:黑牡丹(集团)股份有限公司 北京市嘉源律师事务所 关于黑牡丹(集团)股份有限公司 本所及经办律师依据《证券法》《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则》等规定及本法律意见书出具日以前已经 发生或者存在的事实,严格履行了法定职责,遵循了勤勉尽责和诚实信用原则, 黑牡丹 2025 年第一次临时股东大会 嘉源·法律意见书 进行了充分的核查验证,保证本法律意见书所认定的事实真实、准确、完整,所 发表的结论性意见合法、准确,不存在虚假记载、误导性陈述或者重大遗漏,并 承担相应法律责任。 基于前述,本所律师根据相关法律法规的要求,按照律师行业公认的业务标 准、道德规范和勤勉尽责的精神,就本次股 ...

Core Viewpoint - Black Peony's stock price has shown significant growth this year, with a year-to-date increase of 59.65% and a recent surge of 10.38% over the last five trading days [2] Group 1: Stock Performance - As of September 10, Black Peony's stock price rose by 2.03% to 7.55 CNY per share, with a trading volume of 75.63 million CNY and a turnover rate of 0.98%, resulting in a total market capitalization of 7.79 billion CNY [1] - The stock has experienced a 19.46% increase over the past 20 days and a 50.73% increase over the past 60 days [2] Group 2: Financial Performance - For the first half of 2025, Black Peony reported a revenue of 1.584 billion CNY, reflecting a year-on-year growth of 27.85%, while the net profit attributable to shareholders was 56.67 million CNY, up by 2.60% [2] - Cumulatively, the company has distributed 2.72 billion CNY in dividends since its A-share listing, with 391 million CNY distributed over the past three years [3] Group 3: Shareholder Information - As of June 30, 2025, the number of shareholders for Black Peony was 32,300, a slight decrease of 0.13% from the previous period, with an average of 31,949 circulating shares per shareholder, which increased by 0.13% [2] - The top ten circulating shareholders include Hong Kong Central Clearing Limited, which holds 7.228 million shares, an increase of 258,900 shares from the previous period [3]

黑牡丹（集团）股份有限公司 BLACK PEONY （GROUP）CO.，LTD. 2025 年第一次临时股东大会资料 股票代码：600510 地址：江苏省常州市青洋北路 47 号 黑牡丹（集团）股份有限公司 2025 年第一次临时股东大会会议资料 2025 年第一次临时股东大会议程 现场会议时间：2025 年 9 月 10 日下午 14：00 网络投票时间：采用上海证券交易所网络投票系统，通过交易系统投票平台的投 票时间为2025年9月10日交易时间段，即9:15-9:25，9:30-11:30，13:00-15:00； 通过互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 现场会议地点：江苏省常州市青洋北路 47 号黑牡丹（集团）股份有限公司会议 室 会议出席对象： 1、2025 年 9 月 5 日下午三点交易结束后在中国证券登记结算有限责任公司 上海分公司登记在册的本公司股东；股东本人不能亲自出席现场会议的，可以书 面委托他人代为出席，或在网络投票时间内参加网络投票； 2、本公司董事、监事和高级管理人员； 3、公司聘请的律师及董事会同意列席的相关人员。 会议主持人：董事长 冯小玉先生 ...

Core Viewpoint - Black Peony's stock price has shown significant volatility, with a year-to-date increase of 49.50% but a recent decline of 5.23% over the past five trading days [2]. Group 1: Stock Performance - As of September 2, Black Peony's stock price was 7.07 CNY per share, with a market capitalization of 7.296 billion CNY [1]. - The stock has experienced a 24.25% increase over the past 20 days and a 35.73% increase over the past 60 days [2]. - The stock's trading volume on September 2 was 61.0934 million CNY, with a turnover rate of 0.83% [1]. Group 2: Financial Performance - For the first half of 2025, Black Peony reported a revenue of 1.584 billion CNY, representing a year-on-year growth of 27.85% [2]. - The net profit attributable to shareholders for the same period was 56.6738 million CNY, reflecting a growth of 2.60% [2]. Group 3: Business Overview - Black Peony, established on May 28, 1993, and listed on June 18, 2002, is primarily engaged in urbanization construction, textile and apparel, and industrial investment [2]. - The revenue composition of the company includes 46.67% from engineering construction, 27.94% from real estate, 20.86% from textiles and apparel, and 3.52% from other sources [2]. - The company is classified under the real estate development sector, focusing on residential development [2]. Group 4: Shareholder Information - As of June 30, 2025, Black Peony had 32,300 shareholders, a slight decrease of 0.13% from the previous period [2]. - The average number of circulating shares per shareholder increased by 0.13% to 31,949 shares [2]. - The top ten circulating shareholders include Hong Kong Central Clearing Limited and Southern CSI Real Estate ETF, with respective holdings of 7.228 million shares and 6.5698 million shares, both showing increases from the previous period [3].

Group 1 - The A-share real estate sector is undergoing adjustments, with significant declines observed in various stocks [1] - Shen Shen Fang A has hit the daily limit down, indicating a strong negative market reaction [1] - Other companies such as *ST Nan Zhi, Hualian Holdings, and Daming City have also experienced declines exceeding 3% [1]

Core Viewpoint - Black Peony (600510) reported strong growth in both revenue and net profit for the first half of 2025, with total revenue reaching 1.584 billion yuan, a year-on-year increase of 27.85%, and net profit attributable to shareholders at 56.67 million yuan, up 2.6% [1] Financial Performance - Total revenue for Q2 2025 was 969 million yuan, reflecting a 24.48% year-on-year increase, while net profit for the same period surged by 851.82% to 18.35 million yuan [1] - Gross margin decreased to 20.63%, down 20.43% year-on-year, while net margin improved to 4.49%, an increase of 25.79% [1] - Total expenses (selling, administrative, and financial) amounted to 99.28 million yuan, accounting for 6.27% of revenue, a decrease of 24.14% year-on-year [1] - Earnings per share remained stable at 0.05 yuan, with net assets per share increasing by 6.46% to 10.28 yuan [1] Asset and Liability Changes - Cash and cash equivalents decreased by 4.46% to 2.585 billion yuan, while accounts receivable fell by 6.99% to 8.26 billion yuan [1] - The company reported a 49.2% increase in accounts receivable financing due to more outstanding bank acceptance bills [2] - Contract assets surged by 856.91% due to an increase in unexpired warranty deposits [2] - Long-term deferred expenses rose by 636.0% as a result of increased long-term renovation costs [2] Cost and Expense Analysis - Operating costs increased by 36.99%, driven by higher revenue [6] - Management expenses decreased by 31.72%, attributed to lower property management fees and employee compensation [7] - Financial expenses rose by 54.52% due to reduced interest income [8] Cash Flow and Investment - Net cash flow from operating activities increased by 61.18%, supported by higher government and property returns [13] - Net cash flow from investment activities surged by 194.24%, as redemptions of bank wealth management products exceeded subscriptions [14] - Net cash flow from financing activities decreased significantly by 2996.73%, indicating a reduction in net financing [15] Overall Assessment - The company's return on invested capital (ROIC) was 0.68%, indicating weak capital returns, with a historical median ROIC of 3.25% over the past decade [16] - The company's cash position is considered healthy, but attention is needed on cash flow ratios and debt levels [17][19][20]

Core Points - The company reported a total asset of approximately 27.94 billion RMB, a decrease of 3.08% compared to the previous year [1] - The net asset attributable to shareholders increased by 2.30% to approximately 10.61 billion RMB [1] - The operating revenue for the reporting period was approximately 1.58 billion RMB, reflecting a growth of 27.85% year-on-year [1] - The total profit amounted to approximately 139.17 million RMB, an increase of 32.55% compared to the same period last year [1] - The net profit attributable to shareholders was approximately 56.67 million RMB, showing a slight increase of 2.60% [1] - The net cash flow from operating activities improved significantly, with a net outflow of approximately 492.62 million RMB, a 61.18% reduction in outflow compared to the previous year [1] - The weighted average return on equity was 0.54%, a decrease of 0.01 percentage points [1] - Basic and diluted earnings per share remained unchanged at 0.05 RMB [1] - The total number of shareholders as of the reporting period was 32,302 [1] Shareholder Structure - The largest shareholder, Changgao New Group Co., Ltd., holds 50.64% of the shares, while the second-largest shareholder, Changzhou State-owned Assets Investment and Operation Co., Ltd., holds 9.35% [2] - The top ten shareholders include several natural persons and institutional investors, with varying percentages of ownership [2] - There is a noted relationship between the first and second largest shareholders, as the second is a wholly-owned subsidiary of the first [2] Financial Ratios - The asset-liability ratio at the end of the reporting period was 59.34%, down from 61.44% at the end of the previous year [2] - The EBITDA interest coverage ratio improved to 1.40 from 1.19 in the previous year [2]

Core Viewpoint - The board of directors of Black Peony (Group) Co., Ltd. has made several significant resolutions during its 10th session, including asset impairment provisions, financial guarantees, and governance structure changes, reflecting the company's proactive approach to financial management and compliance with regulations [1][2][3]. Group 1: Financial Decisions - The company approved a provision for asset impairment for the first half of 2025, amounting to a reversal of credit impairment provisions of 4.4402 million yuan [2]. - The board agreed to a capital reduction of 280 million yuan for its subsidiary, Changzhou Peony Investment Co., Ltd., reducing its registered capital from 730 million yuan to 450 million yuan [2][3]. - The company and its wholly-owned subsidiary, Changzhou Black Peony Technology Park Co., Ltd., will apply for financing up to 570 million yuan, secured by their own assets [3]. Group 2: Governance Changes - The board resolved to eliminate the supervisory board and transfer its responsibilities to the audit committee, amending the company's articles of association accordingly [4][5]. - Several governance documents, including the rules for shareholder meetings and the prevention of major shareholders and related parties from occupying company funds, were revised to align with the latest legal requirements [5][6][7]. Group 3: Social Responsibility and Donations - The company committed to donating 5 million yuan to the Changzhou Tian Ning District Shuren Education Development Foundation over five years, with an annual contribution of no less than 1 million yuan [4]. Group 4: Upcoming Events - The company has scheduled its first extraordinary general meeting for 2025 on September 10, 2025 [15].

Group 1 - The company held its tenth supervisory board meeting, where the chairman attended via telecommunication due to health reasons, and the meeting complied with relevant laws and regulations [1] - The supervisory board approved the proposal to recognize an asset impairment provision for the first half of 2025, amounting to a reversal of credit loss provisions of 4.4402 million yuan [1][2] - The decision-making process for the asset impairment provision was deemed legal and compliant, reflecting the company's financial status accurately as of June 30, 2025 [2] Group 2 - The supervisory board also approved the 2025 half-year report, confirming that its preparation and review adhered to legal and regulatory requirements, and the report accurately reflects the company's financial condition [2] - The board agreed to abolish the supervisory board and amend the company's articles of association, transferring the supervisory functions to the audit committee of the board of directors [2][3] - The amendments to the articles of association will be submitted for approval at the company's shareholders' meeting [3]