南宁百货大楼股份有限公司 2025 年第三次临时股东会会议资料 2025 年 9 月 2025 年第三次临时股东会文件 目 录 一、南宁百货 2025 年第三次临时股东会会议须知....................................... 2 二、南宁百货 2025 年第三次临时股东会会议议程....................................... 4 三、会议议案 1. 关于钦州市人民政府拟收回公司部分国有建设用地使用权的议案.......5 1 2025 年第三次临时股东会文件 南宁百货大楼股份有限公司 2025 年第三次临时股东会会议须知 为维护全体股东的合法利益，确保本次股东会能够依法行使职权，根 据《公司法》《上市公司股东会规则》及本公司《章程》和《股东会议事规 则》的有关规定，特制定本股东会会议须知，望全体参会人员严格遵守并 执行。 一、股东会召开过程中，参会股东应当以维护全体股东的合法权益、 确保会议正常秩序和议事效率为原则，认真履行法定职责。 二、参会股东依法享有发言权、质询权、表决权等各项权利。股东应 认真履行法定义务，自觉遵守会议纪律，不得侵犯其他股 ...

Market Performance - The general retail sector increased by 1.09% on August 29, with Youa Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] Top Gainers - Youa Co., Ltd. (002277) closed at 8.34, up 10.03% with a trading volume of 1.6174 million shares and a transaction value of 1.324 billion [1] - Nanning Self-Operated (600712) closed at 7.84, up 9.96% with a trading volume of 493,800 shares [1] - Huaitong Energy (600605) closed at 34.16, up 4.95% with a trading volume of 79,800 shares [1] Top Losers - Huijia Times (603101) closed at 9.67, down 4.92% with a trading volume of 379,700 shares [2] - Zhongbai Group (000759) closed at 7.91, down 2.83% with a trading volume of 737,900 shares [2] - Guoguang Chain (605188) closed at 18.05, down 2.38% with a trading volume of 596,300 shares [2] Capital Flow - The general retail sector experienced a net outflow of 106 million in main funds, while retail investors saw a net inflow of 187 million [2][3] - Main funds showed a significant net inflow in Youa Co., Ltd. at 149 million, while Nanning Self-Operated had a net inflow of 92.52 million [3] Individual Stock Analysis - Youa Co., Ltd. had a main fund net inflow of 149 million, but retail and speculative funds saw outflows of 63.99 million and 84.72 million respectively [3] - Nanning Self-Operated had a main fund net inflow of 92.52 million, with speculative funds and retail investors experiencing outflows [3] - Hongqi Chain (002697) had a main fund net inflow of 57.36 million, while both speculative and retail funds saw outflows [3]

Market Performance - The Shanghai Composite Index rose by 0.37%, the Shenzhen Component increased by 0.99%, and the ChiNext Index surged by 2.23% on August 29 [1] - The battery sector experienced significant gains, with companies like Xian Dai Intelligent and Hangke Technology hitting the 20% limit up, while Guoxuan High-Tech and Putailai also reached the limit up, and CATL rose over 10% [1] Sector Highlights - The consumer sector was active, particularly the liquor concept, with companies such as Kweichow Moutai, Youa Shares, and Nanning Department Store hitting the limit up [1] - Other sectors that saw notable increases included insurance, beauty care, tourism and hotels, fertilizers, non-ferrous metals, lithium mining, and CRO concepts [1] - Conversely, sectors that faced declines included semiconductors, education, engineering consulting services, cultural media, logistics, automotive services, gas, F5G, computing power, and storage chip concepts [1] Index Performance - The Wind popular concept index and various industry indices showed varied performance, with lithium battery-related sectors like lithium anode and solid-state batteries showing positive growth [4] - The insurance sector also demonstrated a positive increase, while sectors such as IDC (computing power leasing) and education experienced declines [4]

Group 1 - The general retail sector increased by 0.05% on August 28, with agricultural products leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] - Notable gainers in the general retail sector included agricultural products, which rose by 10.05% to a closing price of 8.43 [1] Group 2 - The general retail sector experienced a net outflow of 1.121 billion yuan from major funds, while retail investors saw a net inflow of 748 million yuan [2] - Key stocks that faced declines included Zhejiang Dongri, which fell by 7.71% to a closing price of 56.48 [2] - The trading volume for the general retail sector showed significant activity, with various stocks reporting millions in transaction amounts [2]

Market Overview - On August 27, the general retail sector declined by 1.41% compared to the previous trading day, with Nanning Department Store leading the decline [1] - The Shanghai Composite Index closed at 3800.35, down 1.76%, while the Shenzhen Component Index closed at 12295.07, down 1.43% [1] Stock Performance - Notable gainers in the general retail sector included: - Agricultural Products (code: 000061) with a closing price of 7.66, up 10.06% and a trading volume of 482,200 shares [1] - Guoguang Chain (code: 605188) with a closing price of 16.81, up 10.01% and a trading volume of 284,600 shares [1] - Bubugao (code: 002251) with a closing price of 5.63, up 9.96% and a trading volume of 5,070,700 shares [1] - Other stocks with positive performance included Dalian Friendship (code: 000679) up 5.91% and Guofang Group (code: 601086) up 3.03% [1] Decliners - Key decliners in the sector included: - Nanning Self-Delivery (code: 600712) with a closing price of 6.94, down 5.71% and a trading volume of 336,700 shares [2] - Cuiwei Co. (code: 603123) with a closing price of 14.24, down 5.51% and a trading volume of 655,700 shares [2] - Dashi Co. (code: 600694) with a closing price of 19.33, down 5.34% and a trading volume of 175,400 shares [2] Capital Flow - The general retail sector experienced a net outflow of 596 million yuan from institutional investors, while retail investors saw a net inflow of 448 million yuan [2] - Notable capital flows included: - Bubugao (code: 002251) with a net inflow of 334 million yuan from institutional investors, but a net outflow of 122 million yuan from speculative funds [3] - Agricultural Products (code: 000061) with a net inflow of 81 million yuan from institutional investors, but a net outflow of 25 million yuan from speculative funds [3] - Guoguang Chain (code: 605188) with a net inflow of 69 million yuan from institutional investors, but a net outflow of 42 million yuan from speculative funds [3]

Core Viewpoint - The company, Nanning Department Store Co., Ltd., has announced a guarantee of 10 million yuan for its wholly-owned subsidiary, Baise Guitong Automobile Sales Service Co., Ltd., to support its daily operations and secure bank financing [1][4]. Summary by Sections Guarantee Details - The guarantee amount is 10 million yuan, with the total external guarantee amount provided by the company to its subsidiaries being 10 million yuan as of the announcement date [1][5]. - The guarantee is secured by the company's own assets, specifically a property located at No. 45 Chaoyang Road, Nanning, with an assessed value of 146.706 million yuan [3][4]. Internal Decision Process - The company's board of directors approved the guarantee during a meeting held on March 26, 2025, with unanimous support and no votes against or abstentions [4]. - The total loan guarantee for Baise Guitong and two other wholly-owned subsidiaries amounts to 30 million yuan, with the company providing 10 million yuan specifically for Baise Guitong [1][4]. Financial Position of the Guaranteed Entity - Baise Guitong has total assets of approximately 35.703 million yuan and total liabilities of about 40.389 million yuan, resulting in a negative net asset value of approximately -4.686 million yuan [3]. - The company reported an operating income of approximately 19.058 million yuan and a net profit of about 313,588 yuan [3]. Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary to meet the operational needs of Baise Guitong and to facilitate access to bank credit and financing [4]. - The company maintains absolute control over Baise Guitong, which is considered to have stable operational capabilities, making the guarantee risk manageable [4].

证券代码：600712 证券简称：南宁百货 公告编号：临 2025-044 南宁百货大楼股份有限公司 关于为控股子公司提供担保的进展公告 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。 重要内容提示： 担保对象 被担保人名称 百色桂通汽车销售服务有限公司 （以下简称：百色桂通） 本次担保金额 1,000 万元 实际为其提供的担保余额 截至本公告披露日（不含本次） 0 元 是否在前期预计额度内 是 □否 □不适用：_________ 本次担保是否有反担保 □是 否 □不适用：_________ 担保对象及基本情况 累计担保情况 | 对外担保逾期的累计金额（万元） | 0 | | --- | --- | | 截至本公告日上市公司及其控股 子公司对外担保总额（万元） | 0 | | 对外担保总额占上市公司最近一 期经审计净资产的比例（%） | 0 | | 特别风险提示（如有请勾选） | □对外担保总额（含本次）超过上市公司最 | | | 近一期经审计净资产 50% | | | □对外担保总额（含本次）超过上市公司最 | | | 近一 ...

南宁百货大楼股份有限公司 关于诉讼结果的公告 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个别及连带责任。 重要内容提示： 近日，我公司收到广西壮族自治区南宁市兴宁区人民法院（以下简称"兴宁区 法院"）送达的（2024）桂 0102 民初 9628 号《民事调解书》，对我公司与南宁 景瑶投资管理有限责任公司（以下简称"南宁景瑶"）就房屋租赁合同纠纷达成 的调解协议予以了确认。现将相关信息公告如下： 一、情况简述 2023 年 10 月，我公司与南宁景瑶签订《租赁合同》，约定南宁景瑶承租我公 司座落于南宁市兴宁区朝阳路 45 号南宁百货大楼股份有限公司朝阳店北楼三处场 地（以下简称"租赁物"）。租赁期限 8 年，即从 2023 年 11 月 1 日起至 2031 年 10 月 31 日止，租赁期限含装修免租期及经营免租期。同时约定了交付场地的条件 以及收取租金标准、解除合同条件等条款。 因在租赁合同执行过程中双方发生纠纷，我公司及南宁景瑶分别向兴宁区法院 证券代码：600712 证券简称：南宁百货 公告编号：临 2025-043 3.我 ...

Group 1 - Traditional retail giants are facing significant performance challenges, with major players like Baisheng Group reporting an 18.4% drop in same-store sales and announcing the closure of its Beijing store by year-end [3][4] - Other retailers such as Xinhua Department Store and Tianhong reported revenue declines of 0.99% and 1.79% respectively, while Nanning Department Store experienced a net loss of 13.38 million yuan, a 653.3% increase in loss [3][4] Group 2 - The outlet mall sector is experiencing a growth spurt, with multiple new projects announced, including the opening of Wuhan Shanshan Outlet on September 25, which will be the first "Lakeside Outlet" in Central China [5][6] - The emergence of differentiated concepts like "Lakeside Outlet" and "Warehouse-style Outlet" indicates that this sector is effectively targeting various consumer needs amid a backdrop of consumption downgrade [6] Group 3 - A wave of renaming among shopping centers reflects strategic shifts and the need for brand upgrades, with examples including the rebranding of "Changsha Beichen Triangular Deyue City" to "Changsha Beichen Hui" [7][8] - The rebranding of "Shenyang Vanke Plaza" to "Wan Qian Hui" resulted in a 15% increase in foot traffic and a 26% rise in sales, demonstrating the effectiveness of targeted brand revitalization [8] Group 4 - China is becoming a testing ground for global brand innovations, with notable first stores like LV Beauty opening in Nanjing and Haidilao launching an innovative concept store in Beijing [10][11] - This trend indicates a shift in China's market position from a follower to a leader in global brand innovation, as brands increasingly prioritize launching new products in China [11] Group 5 - There is a dual acceleration in the internationalization of brands in China and the globalization of local brands, with companies like Anta and Li Ning deepening market penetration through themed stores [12][13] - The significant growth of brands like Pop Mart, which reported a 204.4% increase in revenue, highlights China's market as a critical battleground for both international and domestic brands [13]

Core Insights - Nanning Department Store reported a decrease in the number of shareholders to 34,051 as of June 30, 2025, down by 427, representing a reduction of 1.24% compared to March 31, 2025 [1][2] - The average number of shares held per shareholder increased from 15,800 to 16,000, with an average market value of 92,600 yuan per shareholder [1][2] - Compared to the average in the general retail industry, Nanning Department Store's number of shareholders is below the industry average of 56,800, and its average market value is also lower than the industry average of 166,300 yuan [1][2] Financial Performance - From March 31, 2025, to June 30, 2025, Nanning Department Store's stock price increased by 8.43%, while the number of shareholders decreased by 427 [1][2] - The company experienced a net outflow of 178 million yuan from major funds and 80.16 million yuan from speculative funds, while retail investors saw a net inflow of 258 million yuan during the same period [2]