Group 1 - The third extraordinary general meeting of shareholders for the company was held on November 17, 2025, at a designated location in Hangzhou [2] - The meeting was chaired by non-independent director Wu Lin due to the absence of Chairman Wu Xiaobo and independent director Jiang Qingyun [3] - The voting method combined on-site and online voting, complying with the Company Law and the company's articles of association [2] Group 2 - Out of the 9 current directors, 7 attended the meeting, while all 3 supervisors were present [3] - Several proposals were reviewed, with significant resolutions including the rejection of the proposal to cancel the supervisory board and adjust the number of directors [4][5] - The proposals related to the revision of various internal regulations and the dividend plan for the next three years (2025-2027) were approved [6] Group 3 - The meeting's resolutions were validated by Shanghai Jintiancheng Law Firm, confirming compliance with legal and regulatory requirements [6]

证券代码：600738 证券简称：丽尚国潮 公告编号：2025-068 兰州丽尚国潮实业集团股份有限公司 2025年第三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。 重要内容提示： 本次会议是否有否决议案：有 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 11 月 17 日 (二)股东大会召开的地点：杭州市拱墅区吉如路 88 号 loft49 创意产业园区 2 幢 1 单元公司会议室 (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 | 172 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 428,668,487 | | 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 | | | 份总数的比例（%） | 59.0011 | (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。 本次会议由公司董事会召集，董事长吴小波先生因工作原因无法出席本次会 议，经董事长提议并 ...

上海市锦天城律师事务所 关于兰州丽尚国潮实业集团股份有限公司 2025 年第三次临时股东大会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话：021-2051 1000 传真：021-2051 1999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于兰州丽尚国潮实业集团股份有限公司 2025 年第三次临时股东大会的 法律意见书 致：兰州丽尚国潮实业集团股份有限公司 经核查，公司本次股东大会由公司董事会召集。2025 年 10 月 30 日，公司 召开第十届董事会第三十八次会议，决议召集本次股东大会。 公司已于 2025 年 10 月 31 日在上海证券交易所网站（http://www.sse.com.cn） 及巨潮资讯网（www.cninfo.com.cn）上发出了《兰州丽尚国潮实业集团股份有限 公司关于召开 2025 年第三次临时股东大会的通知》，上述会议通知载明了本次 股东大会的召集人、召开日期和时间（包括现场会议日期、时间和网络投票日期、 时间）、召开方式、股权登记日、出席对象、会议地点、会议审议事项、现场会 议登记方法 ...

2025 年第三次临时股东大会会议资料 兰州丽尚国潮实业集团股份有限公司 2025 年第三次临时股东大会 会 议 文 件 中国·杭州 二〇二五年十一月 2025 年第三次临时股东大会会议资料 2025年第三次临时股东大会现场会议议程 一、报告出席现场会议的股东及代理人人数、代表股份总数 二、介绍应邀到会的来宾 三、宣读《关于计票人和监票人的提名》，并对提名进行举手表决 2025年第三次临时股东大会现场会议须知 一、 会议召开情况 (一) 会议召开方式： 四、听取并审议公司议案 | 序号 | 议案名称 | 投票股东类 | | --- | --- | --- | | | | 型 | | | | A 股股东 | | 非累积投票议案 | | | | 1 | 《关于取消监事会、调整董事会人数并修订<公司章程>的议案》 | √ | | 2.00 | 《关于修订公司部分制度及分红规划的议案》 | √ | | 2.01 | 《关于修订<股东会议事规则>的议案》 | √ | | 2.02 | 《关于修订<董事会议事规则>的议案》 | √ | | 2.03 | 《关于修订<独立董事工作制度>的议案》 | √ | | 2.04 | ...

Group 1 - The core point of the news is that Lishang Guochao's stock has shown a positive trend, with a 12.59% increase year-to-date and a 2.01% rise on November 7, reaching a price of 5.58 yuan per share [1] - As of November 7, the company had a market capitalization of 4.248 billion yuan and a trading volume of 76.1 million yuan, with a turnover rate of 1.82% [1] - The net inflow of main funds was 5.7353 million yuan, with significant buying activity from large orders, indicating strong investor interest [1] Group 2 - Lishang Guochao, established on December 2, 1996, is located in Hangzhou, Zhejiang Province, and primarily engages in professional market management, retail, and new retail businesses [2] - The company's revenue composition includes 68.43% from professional market management, 19.84% from retail, and 6.92% from commercial management, among others [2] - For the period from January to September 2025, Lishang Guochao reported a revenue of 477 million yuan, a year-on-year decrease of 7.54%, while net profit attributable to shareholders increased by 7.85% to 116 million yuan [2]

Core Insights - Companies are actively holding Q3 performance briefings to strengthen investor relations and address key concerns such as boosting consumption, integrated development, and enhancing competitiveness [1] Group 1: Lishang Guochao - Lishang Guochao aims to leverage market opportunities by creating more locally distinctive consumer experiences in the retail sector and exploring new retail models to enhance brand competitiveness [1] - The company emphasizes the importance of breaking down boundaries between commerce, tourism, culture, sports, and health to create new consumption dynamics in line with policy directives [1] Group 2: Xinhua Department Store - Xinhua Department Store's strategic upgrade is guided by policy directions, focusing on quality, innovation, industry integration, and brand building [2] - The company is enhancing consumer experiences by integrating consumption with lifestyle through various events and activities, moving beyond simple promotions to create engaging experiences [2] Group 3: Guangzhou Restaurant - Guangzhou Restaurant is responding to government initiatives to boost consumption by adjusting sales strategies and enhancing sales channels while developing new products and markets [3] - The company is leveraging significant anniversaries to launch promotional activities and is actively deepening online and offline sales channels in its food business [3]

Market Overview - The Shanghai Composite Index closed at 3976.52 points, above the annual line, with a gain of 0.55% [1] - The total trading volume of A-shares reached 21,329.04 million yuan [1] Stocks Breaking Annual Line - A total of 110 A-shares have surpassed the annual line today, with notable stocks including: - Deer Chemical with a deviation rate of 14.65% - Yabao Chemical at 11.35% - Fushi Holdings at 10.87% [1] Top Stocks by Deviation Rate - The following stocks had the highest deviation rates from the annual line: - Deer Chemical: 20.75% increase, latest price 16.06 yuan, deviation rate 14.65% [1] - Yabao Chemical: 11.98% increase, latest price 8.13 yuan, deviation rate 11.35% [1] - Fushi Holdings: 13.39% increase, latest price 5.76 yuan, deviation rate 10.87% [1] Additional Stocks with Notable Performance - Other stocks with significant performance include: - Meirui New Materials: 19.99% increase, latest price 18.97 yuan, deviation rate 9.48% [1] - Intercontinental Oil and Gas: 10.13% increase, latest price 2.61 yuan, deviation rate 9.37% [1] - Tianjin Pulin: 10.00% increase, latest price 22.23 yuan, deviation rate 7.84% [1]

Core Points - The Shanghai Composite Index is currently at 3942.98 points, slightly down by 0.30%, with a total trading volume of 1063.825 billion yuan [1] - As of today, 61 A-shares have surpassed their annual moving average, with notable stocks showing significant deviation rates [1] Summary by Category Stock Performance - The stocks with the highest deviation rates from their annual moving average include: - Deer Chemical (12.02% deviation) - Fushi Holdings (11.06% deviation) - Meirui New Materials (9.48% deviation) [1] - Other stocks that have just crossed the annual moving average with smaller deviation rates include: - COFCO Technology - Zhaoxun Media - Tianwei Foods [1] Trading Data - The trading data for stocks that broke through the annual moving average on November 3 includes: - Deer Chemical: 17.97% increase, 15.25% turnover rate, latest price at 15.69 yuan - Fushi Holdings: 13.58% increase, 24.42% turnover rate, latest price at 5.77 yuan - Meirui New Materials: 19.99% increase, 17.16% turnover rate, latest price at 18.97 yuan [1]

Core Viewpoint - Lishang Guochao (600738) announced the appointment of Mr. Yan Keya as the new Deputy General Manager of the company [1] Group 1 - The company's board of directors approved the hiring of Mr. Yan Keya [1]

Core Insights - The company reported a revenue of 477 million yuan and a net profit of 116 million yuan for the first three quarters of 2025, reflecting a year-on-year growth of 7.85% [1] - In Q3 alone, the company achieved a revenue of 154 million yuan and a net profit of approximately 36.18 million yuan, marking a 4.45% increase year-on-year, indicating strong operational resilience [1] - The company, formerly known as Lanzhou Minbai, has transitioned to a new development phase under state-owned asset empowerment since its rebranding to "Lishang Guochao" in 2020 [1] Financial Performance - The company's core business segments include professional market management, retail, and new consumption, with a notable increase in net profit growth of 9.05% for the non-recurring net profit, indicating robust internal growth drivers [1] - Shareholder equity increased by 5.63% year-on-year, reaching 2.04 billion yuan, providing a solid foundation for future expansion [1] Business Segments - The professional market management segment generated 319 million yuan in revenue with a high gross margin of 77.14%, showcasing its strong cash flow capabilities [2] - The retail segment, represented by Lanzhou Eurasia Shopping Mall, achieved a revenue of approximately 96.35 million yuan with a gross margin of 49.60%, demonstrating strong brand resilience and customer loyalty in the regional market [2] - The company has enhanced its competitive edge through the synergy of diverse business formats, exemplified by the opening of the Lanzhou Eurasia International Cloud Hotel in partnership with Huazhu Group, which contributed to a revenue of approximately 38.67 million yuan with an 8.89 percentage point increase in gross margin [2]