银川新华百货商业集团股份有限公司 2025 年第四次临时股东会会议资料 银川新华百货商业集团股份有限公司 2025 年第四次临时股东会资料 2025 年 9 月 1 / 7 银川新华百货商业集团股份有限公司 2025 年第四次临时股东会会议资料 银川新华百货商业集团股份有限公司 2025 年第四次临时股东会议程 会议时间： 现场会议时间：2025 年 9 月 10 日上午 9：30 网络投票时间：2025 年 9 月 10 日上午 9：15-9：25，9:30-11:30， 2 / 7 下午 13：00-15：00 会议地点：银川市解放东街 211 号新百集团大楼六层会议室 会议方式：现场投票与网络投票相结合的方式 会议主持人：董事长曲奎先生 会议议程： 一、宣布会议开幕 二、由宁夏方和圆律师事务所律师对出席本次股东会的股东及股东代理人资格进 行审核与见证（包括到会股东人数及代表股数） 三、宣读会议表决方法及须知 为维护投资者合法权益，确保公司股东会顺利召开，根据《公司法》、《上市公司 股东会规则》及《公司章程》的有关规定，特制定如下会议须知，望出席股东会的全 体人员遵照执行。 1、本次会议采取现场投票与网络 ...

Group 1 - The new Wuzhong Wanda store of Xinhua Department Store is set to officially open on September 19 in Wuzhong City, Ningxia Hui Autonomous Region [1] - The store has undergone a comprehensive upgrade in product structure, quality, pricing, employee benefits, and store environment, and will introduce products from the brand "Pang Dong Lai" for the first time [1] - A core team of 58 employees from Xinhua Department Store has been sent to the headquarters of Wumei in Beijing for a month-long professional training under the Pang Dong Lai system, focusing on various aspects including salary structure, promotion evaluation mechanisms, and store layout [1] Group 2 - The store will feature a dedicated area for Pang Dong Lai's self-owned brand products, with over 70 similar items and an 80% overlap in product structure [1] - The store has enhanced the shopping environment by reducing display area by 20% to create a 4-meter main aisle, lowering shelves, and widening pathways for a better shopping experience [1] - The store will offer 12 free services, including customer rest areas, free tea, emergency medicine, and pet storage, along with over 30 convenient services such as health monitoring equipment for blood pressure and weight [1]

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 - Xinhua Department Store (600785) reported a slight decline in total revenue and net profit for the first half of 2025, with total revenue at 3.254 billion yuan, down 0.99% year-on-year, and net profit at 86.0081 million yuan, down 2.52% year-on-year [1][2] Financial Performance - Total revenue for Q2 2025 was 1.4 billion yuan, a decrease of 0.21% year-on-year, while net profit for the same period was 600.29 thousand yuan, down 5.78% year-on-year [1] - The gross profit margin decreased to 24.72%, down 7.17% year-on-year, and the net profit margin was 2.26%, down 2.63% year-on-year [1] - Total operating expenses (selling, administrative, and financial expenses) amounted to 675 million yuan, accounting for 20.73% of revenue, a decrease of 8.7% year-on-year [1] - The company reported a significant increase in operating cash flow per share, which rose by 129.57% to 2.8 yuan [1] Balance Sheet Highlights - Cash and cash equivalents increased by 113.48% to 772 million yuan, attributed to the accumulation of operating cash flow [1][3] - Accounts receivable decreased by 8.98% to 252 million yuan, but still represented 186.49% of net profit, indicating a high level of receivables relative to profit [1][5] - Interest-bearing liabilities decreased by 9.90% to 991 million yuan [1] Operational Insights - The company experienced a 0.99% decline in operating income, primarily due to reduced supermarket sales [2] - Operating costs increased by 1.59%, attributed to a decline in supermarket gross margins [2] - The company’s return on invested capital (ROIC) was reported at 5.09%, indicating average capital returns, with a historical median ROIC of 4.35% over the past decade [3][4] Business Model and Strategy - The company's performance is heavily reliant on marketing-driven strategies, necessitating a thorough examination of the underlying factors driving these strategies [4]

Core Insights - The company reported a total operating revenue of 3.254 billion yuan, representing a year-on-year decrease of 0.99% [1] - The net profit attributable to shareholders was 86.0081 million yuan, down 2.52% year-on-year [1] Revenue Breakdown - Main business revenue accounted for 87.38% of total operating revenue, while rental and other income made up 12.62% [1] - The composition of main business revenue is as follows: supermarkets 67.37%, department stores and shopping centers 9.44%, electrical and communication 22.60%, and logistics 0.59% [1] Business Segments - The company's core business includes three main segments: commercial retail, logistics, and commercial property leasing [1] - The retail business encompasses various formats such as department stores, comprehensive shopping centers, chain supermarkets, and electrical and communication chains [1] - As of the end of the reporting period, the company operated a total of 343 physical stores across all formats [1]

Group 1 - The company reported a net profit attributable to shareholders of 86,008,122.91 yuan for the first half of 2025 and proposed a cash dividend of 1.00 yuan per 10 shares, totaling 22,563,128.00 yuan [5][4][1] - The total share capital for the dividend distribution is 225,631,280 shares, and the remaining undistributed profits will be carried forward to the next distribution [5][1][4] - The profit distribution plan will be submitted for approval at the company's fourth extraordinary general meeting of shareholders in 2025 [7][4][1] Group 2 - The company plans to establish a new company, Ningxia Xinmei Supply Chain Co., Ltd., with a registered capital of 30 million yuan, in collaboration with its wholly-owned subsidiary and an affiliate [14][15][13] - The investment breakdown includes 10.5 million yuan from the affiliate, 9.9 million yuan from the company, and 9.6 million yuan from the subsidiary, representing 35%, 33%, and 32% of the total investment, respectively [14][15][16] - This new company aims to enhance procurement and inventory management, reduce costs, and improve logistics efficiency [15][20][16] Group 3 - The company anticipates additional daily related transactions in 2025, with an estimated total of 29,763,000 yuan, primarily involving sales of goods to related parties [26][24][23] - The company has not engaged in related transactions with the affiliate in the past 12 months, ensuring no prior dependencies [15][20][14] - The pricing for transactions with related parties will be based on market prices and fair negotiation principles [33][34][20] Group 4 - The company will hold a performance briefing on September 2, 2025, to discuss its half-year results and address investor inquiries [39][40][38] - The meeting will be conducted online, allowing investors to submit questions in advance [41][39][40] - The company aims to provide a comprehensive understanding of its operational performance and financial status during this session [39][38][40]

Meeting Overview - The 21st meeting of the 9th Board of Directors of Yinchuan Xinhua Department Store Group Co., Ltd. was held in August 2025, with all 9 directors present [1][2]. Financial Reports - The Board approved the 2025 Half-Year Report and Summary, which was reviewed by the Audit Committee [1]. - The voting result for the report was 9 votes in favor, 0 against, and 0 abstentions [1]. Profit Distribution - The Board approved the profit distribution proposal for the first half of 2025, which will be submitted to the fourth extraordinary shareholders' meeting for review [1]. - The voting result for the profit distribution was also 9 votes in favor, 0 against, and 0 abstentions [1]. Related Party Transactions - The Board approved the proposal to establish Ningxia Xinmei Supply Chain Co., Ltd., which was reviewed by the independent directors [2]. - The voting result for this proposal was 6 votes in favor, 0 against, and 0 abstentions, with related directors abstaining from the vote [2]. Daily Related Transactions - The Board approved the proposal for expected new daily related transactions for 2025, which will also be submitted to the fourth extraordinary shareholders' meeting for review [2]. - The voting result for this proposal was 6 votes in favor, 0 against, and 0 abstentions, with related directors abstaining from the vote [2]. Fund Management - The Board approved the revision of the Fund Management System, which will be submitted to the fourth extraordinary shareholders' meeting for review [2]. - The voting result for this proposal was 9 votes in favor, 0 against, and 0 abstentions [2]. Upcoming Shareholders' Meeting - The company plans to hold the fourth extraordinary shareholders' meeting on September 10, 2025, using a combination of on-site and online voting [3][4]. - The voting result for the meeting arrangements was 9 votes in favor, 0 against, and 0 abstentions [4].

证券代码：600785 证券简称：新华百货 公告编号：2025-034 银川新华百货商业集团股份有限公司 关于召开2025年第四次临时股东会的通知 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： ? 股东会召开日期：2025年9月10日 ? 本次股东会采用的网络投票系统：上海证券交易所股东会网络投票系统 一、 召开会议的基本情况 (一)股东会类型和届次 召开地点：新百集团大楼六层会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东会网络投票系统 (二)股东会召集人：董事会 (三)投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结合的方 式 (四)现场会议召开的日期、时间和地点 网络投票起止时间：自2025 年 9 月 10 日 召开的日期时间：2025 年 9 月 10 日 上午 9 点 30 分 至2025 年 9 月 10 日 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股 东会召开当日的交易时间段，即 9:15-9:25,9:30-11:30， ...

Group 1 - The core viewpoint of the report indicates that Xinhua Department Store experienced a slight decline in revenue and net profit for the first half of 2025, with revenue at 3.254 billion yuan, down 0.99% year-on-year, and net profit at 86.08 million yuan, down 2.52% year-on-year [1] - The company declared a cash dividend of 1 yuan per 10 shares to all shareholders [1] - Xinhua Department Store's main business segments include retail, logistics, and commercial property leasing, with retail accounting for 87.38% of total revenue [1] Group 2 - The retail business comprises various formats, including department stores, shopping centers, chain supermarkets, and electronics and communication chains, with a total of 343 physical stores operational by the end of the reporting period [1] - The revenue composition of the main business shows supermarkets at 67.37%, department stores and shopping centers at 9.44%, electronics and communication at 22.60%, and logistics at 0.59% [1] - During the reporting period, the company's wholly-owned subsidiary established a new company in Beijing, signing a lease agreement for a commercial property with an area of 44,900 square meters at an annual rent of 50 million yuan for a term of 15 years [2]

Group 1 - The core viewpoint of the article highlights that Xinhua Department Store (SH 600785) announced the establishment of Ningxia Xinmei Supply Chain Co., Ltd. during its board meeting on August 20, 2025 [1] - For the fiscal year 2024, Xinhua Department Store's revenue composition is reported as 86.49% from commercial retail and 13.51% from leasing and other businesses [1] - As of the report, Xinhua Department Store has a market capitalization of 3.1 billion yuan [1]