股票简称：百联股份 百联 B 股 证券代码： 600827 900923 编号：临 2024-029 上海百联集团股份有限公司 关于百联集团有限公司认购联华超市新内资股暨关联交易 及联华超市对下属公司增资的公告 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法律责任。 重要内容提示： 上海百联集团股份有限公司（以下简称"公司"）控股股东百联集团有限公司（以下简称 "百联集团"）拟与公司控股子公司联华超市股份有限公司（以下简称"联华超市"）签订《股 份认购协议》，百联集团按每股新内资股人民币 1.00 元，以现金认购不超过 360,000,000 股联 华超市新内资股。本次联华超市发行新内资股完成后，公司直接持有联华超市的股权比例将由 20.03%降低至 15.15% 根据公司与百联集团于 2015 年签订的《托管协议》，百联集团本次获得的联华超市 18.04% 配售股权将托管给公司。本次联华超市发行新内资股事项不会导致公司合并报表范围变更。 本次百联集团认购联华超市发行新内资股事项构成关联交易，但不构成《上市公司重大 资产重组管理办法》 ...

Investment Rating - The report maintains a "Buy" rating for Bailian Group (600827) with a target price of 10.51 CNY, reflecting a positive outlook on the company's performance [16][18]. Core Views - The company is expected to achieve a revenue of 31.83 billion CNY in 2024, with a projected growth rate of 4% compared to the previous year [16]. - The report highlights that the company's performance aligns with expectations, and it emphasizes the structural advantages of the outlet business while exploring new business increments [16][18]. - The report notes a decline in revenue from department stores and shopping centers, while the outlet segment shows relatively better performance [16]. Financial Summary - For Q1 2024, the company reported a revenue of 8.83 billion CNY, a year-on-year decrease of 6.99%, with a net profit attributable to shareholders of 193 million CNY, down 7.73% year-on-year [16]. - The projected net profit for 2024 is 861 million CNY, reflecting a growth of 27% compared to 2023 [16]. - The report indicates an improvement in operating profit margin, expected to reach 2.2% in 2024, compared to 1.8% in 2023 [16]. Valuation Metrics - The report suggests a price-to-earnings (PE) ratio of 37x for the company, which is in line with comparable companies in the industry [16]. - The company's net asset return rate is projected to improve to 3.6% in 2024, up from 2.2% in 2023 [16]. - The report also highlights a significant increase in the dividend payout ratio, indicating a positive outlook on cash flow management [16].

Investment Rating - The report maintains an "Accumulate" rating for the company [23][24]. Core Views - The company's Q1 performance was under pressure due to industry conditions, with a year-on-year revenue decline of 6.99% to 8.829 billion yuan and a net profit decrease of 7.73% to 193 million yuan. However, the core outlet business remains robust [23][26]. - The report highlights that the overall retail environment, particularly in the department store sector, has been challenging, with a 2.4% decline in retail sales for department stores in Q1. Despite this, the company's shopping centers and outlet segments outperformed the industry average [23][26]. - The company is expected to continue expanding its outlet business and upgrading its existing retail formats in response to changing consumer trends, while also actively pursuing asset securitization to enhance operational potential [23][26]. Financial Performance Summary - The company achieved a revenue of 8.829 billion yuan in Q1 2024, down 6.99% year-on-year, with a net profit of 193 million yuan, a decrease of 7.73% [23][26]. - The department store segment generated revenue of 365 million yuan, down 10.70% year-on-year, while the outlet segment saw a revenue increase of 2.02% to 380 million yuan [7][23]. - The gross margin for the company in Q1 was 24.63%, a decrease of 0.40 percentage points year-on-year, primarily due to lower margins in the department store and supermarket segments [27][23]. Operational Metrics - Inventory turnover days decreased by 3 days to 39 days, while accounts receivable turnover days increased by 2 days to 8 days, indicating stable operational efficiency [11][23]. - The net operating cash flow was 875 million yuan, reflecting a significant year-on-year decline of 70.09%, largely due to the previous year's recovery of restricted cash by a subsidiary [11][23]. Future Outlook - The company forecasts net profits of 724 million yuan, 833 million yuan, and 913 million yuan for 2024, 2025, and 2026, respectively, with corresponding price-to-earnings ratios of 22x, 19x, and 17x [23][26].

Financial Performance - In Q1 2024, the net profit attributable to shareholders was RMB 192,591,999.31, a decrease of 7.1% compared to RMB 208,729,930.44 in Q1 2023[15] - The total comprehensive income for Q1 2024 was RMB 230,912,576.86, compared to RMB 367,678,811.02 in Q1 2023[15] - The company's operating revenue for Q1 2024 was CNY 8,829,222,655.06, a decrease of 6.99% compared to CNY 9,486,840,567.09 in the same period last year[23] - Net profit attributable to shareholders for Q1 2024 was CNY 192,591,999.31, down 7.73% from CNY 211,574,472.21 in Q1 2023[23] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 161,560,083.54, reflecting a decline of 16.17% compared to the previous year[23] - The net profit for Q1 2024 was CNY 22,536,992.46, compared to CNY 20,763,777.73 in Q1 2023, indicating an increase of 8.6%[51] - The basic earnings per share for Q1 2024 was CNY 0.11, a decrease of 8.33% from CNY 0.12 in Q1 2023[59] - The company reported a net profit margin of approximately 4.95% for Q1 2024, down from 5.00% in Q1 2023[70] Assets and Liabilities - The company's total assets as of March 31, 2024, amounted to RMB 25,645,184,702.18, slightly down from RMB 25,784,575,684.86 at the end of 2023[11] - Total assets as of March 31, 2024, amounted to CNY 27,613,733,988.44, down from CNY 28,406,823,885.71 at the end of 2023[18] - The company's total liabilities increased, with short-term borrowings rising to CNY 650,261,666.66 from CNY 250,183,333.33[18] - The total liabilities amounted to 35,625,044,289.11 RMB, a decrease from 36,646,305,944.39 RMB in the previous period[33] - The company reported a total of 10,761,010,623.29 RMB in non-current liabilities, down from 10,979,964,906.40 RMB[33] - The company's total liabilities decreased to CNY 8,664,172,063.38 from CNY 9,417,297,135.57 in the previous year[49] Cash Flow - The cash flow from operating activities decreased by 70.09% to RMB 293,454,878.47, primarily due to the recovery of restricted cash in the same period last year[6] - The net cash flow from operating activities for Q1 2024 was CNY 875,029,430.47, a significant drop of 70.09% from CNY 2,934,018,062.24 in Q1 2023[23] - The net cash flow from operating activities for Q1 2024 was -18,788,883.94 RMB, compared to -16,403,869.93 RMB in Q1 2023[42] - Cash inflow from operating activities totaled 69,439,783.25 RMB, down from 79,997,886.15 RMB in the previous year[42] - The company incurred a net cash outflow from investing activities of CNY 562,226,965.75 in Q1 2024[17] - The net cash flow from investing activities was -CNY 47,136,845.02, a significant decline from CNY 14,430,583.64 in the previous year[49] - The net cash flow from financing activities was CNY 326,731,632.22, down from CNY 414,082,828.63 in the same period last year[49] Shareholder Information - Total number of common shareholders at the end of the reporting period was 83,248[27] - The largest shareholder, Bailian Group Co., Ltd., holds 849,631,332 shares, accounting for 47.62% of total shares[27] - The number of shares held by the top ten shareholders reflects a concentration of ownership, with the top three shareholders holding over 53% of total shares[27] Research and Development - The company's research and development expenses decreased by 57.88% year-on-year, attributed to reduced spending on e-commerce projects by its subsidiary[6] - The company reported a decrease in research and development expenses to ¥2,084,505.48 in Q1 2024 from ¥4,949,069.33 in Q1 2023, indicating a focus on cost management[70] Investment Activities - The company received 24,500,000.00 RMB in investment income during the reporting period[42] - The company reported a significant increase in investment income to CNY 8,802,028.30 from CNY 3,889,460.04 in the previous year[51] Financing Activities - The company issued a short-term financing bond totaling RMB 250 million with a coupon rate of 2.37% on January 24, 2024[9] - Short-term borrowings increased significantly to ¥1,117,117,768.86 from ¥743,862,120.18, reflecting a potential increase in leverage[67] Operating Costs - Total operating costs for Q1 2024 were ¥8,460,149,437.71, down 6.6% from ¥9,063,795,154.55 in Q1 2023[70] - Operating profit for Q1 2024 was ¥437,523,995.96, a decline of 8.1% from ¥476,017,435.40 in Q1 2023[70]

股票简称：百联股份 百联 B 股 证券代码： 600827 900923 编号：临 2024-026 上海百联集团股份有限公司 2024 年第一季度经营数据公告 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。 根据《上海证券交易所上市公司自律监管指引第 3 号——行业信息披露：第四号 ——零售》的要求，现将公司 2024 年第一季度主要经营数据披露如下： | 地区 | 业态 | 报告期内新开门店 | | 报告期内关闭门店 | | | --- | --- | --- | --- | --- | --- | | | | 数量 | 经营面积 | 数量 | 经营面积 | | | | | （平方米） | | （平方米） | | 华东地区 | 超级市场 | 53 | 16,349.50 | 29 | 7,525.00 | | | 便利店 | 5 | 329.24 | 33 | 1,772.30 | | | 小计 | 58 | 16,678.74 | 62 | 9,297.30 | | 华北地区 | 便利店 | - | - | 1 | 38 ...

Investment Rating - The report maintains a "Buy" rating for the company [8][26]. Core Views - The company achieved a turnaround in its net profit excluding non-recurring items, with a net profit of 194 million yuan in 2023, compared to a loss in the previous year. The overall revenue for 2023 was 30.519 billion yuan, a decrease of 5.47% year-on-year [1][10]. - The company's core business segments, particularly the outlet business, showed strong performance, with revenue growth rates of 41.50% for outlets, 23.70% for shopping centers, and 11.11% for department stores in 2023. The company plans to continue expanding its outlet business as a primary growth strategy [1][15][66]. - The company is actively exploring REITs to revitalize its existing assets, with a recent announcement to apply for public REITs for its wholly-owned Shanghai shopping center [1][61][57]. Summary by Sections Financial Performance - In 2023, the company reported a net profit of 399 million yuan, down 40.79% year-on-year, while the net profit excluding non-recurring items was 194 million yuan, marking a recovery [1][2]. - The gross profit margin improved by 1.61 percentage points year-on-year, benefiting from the rapid recovery of the department store sector post-pandemic [20][10]. Business Segments - Supermarkets contributed approximately 78% of total revenue, while the department store segment contributed 114% of net profit, indicating a strong profitability from this segment despite the overall revenue decline [7][28]. - The outlet business, which is a key focus for future growth, achieved significant revenue growth and is expected to continue expanding [15][66]. Future Outlook - The company has adjusted its profit forecasts for 2024-2025 to 724 million yuan and 833 million yuan, respectively, reflecting a cautious outlook due to ongoing challenges in the supermarket segment [1][2]. - The company aims to leverage its strong location advantages and explore innovative retail formats to attract younger consumers and enhance customer experience [53][66].

Investment Rating - The report maintains a "Buy" rating for the company [4][35]. Core Insights - The company reported a revenue decrease of 5.47% year-on-year for 2023, with a net profit attributable to shareholders declining by 40.79% [2][33]. - The overall gross profit margin for 2023 was 26.54%, an increase of 1.58 percentage points year-on-year, although the gross profit margin for Q4 2023 was 26.60%, down 2.72 percentage points year-on-year [3][21]. - The company has adjusted its earnings forecast downward, reflecting increased competition in the industry, but it retains a strong competitive position in regions like Shanghai [35]. Revenue and Profit Analysis - The total revenue for 2023 was 305.19 billion yuan, with a net profit of 3.99 billion yuan, translating to a fully diluted EPS of 0.22 yuan [33]. - The company’s revenue for Q4 2023 was 69.60 billion yuan, a decrease of 3.06% year-on-year, with a net profit of 0.55 billion yuan, resulting in a fully diluted EPS of 0.03 yuan, down 93.63% year-on-year [33][39]. - The company’s operating income by region shows a total of 29.64 billion yuan, with a gross margin of 24.42%, reflecting a year-on-year decrease of 5.68% in revenue but an increase of 1.45 percentage points in gross margin [6][27]. Expense Management - The company’s expense ratio for 2023 was 23.87%, a decrease of 0.26 percentage points year-on-year, with specific rates for sales, management, financial, and R&D expenses reported [34]. - In Q4 2023, the expense ratio was 26.06%, also showing a year-on-year decrease of 0.37 percentage points [34]. Strategic Developments - The company has successfully opened the Bai Lian West Suburb Shopping Center, marking its first "commercial + community" space product, which has undergone comprehensive upgrades [22][14]. - The company is actively pursuing REITs projects, with the Shanghai Youyi City Shopping Center public REITs project approved and submitted to regulatory authorities [22][14].

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Corporate Governance and Compliance - The integrity status of the company and its controlling shareholders remains good during the reporting period[5]. - There are no significant lawsuits or arbitration matters reported for the year[5]. - The company has not experienced any non-operating fund occupation by controlling shareholders or related parties during the reporting period[10]. - There were no violations regarding guarantees during the reporting period[10]. - The company has not encountered any significant accounting errors that require correction during the reporting period[12]. - The company has maintained transparency in information disclosure, ensuring that reports are truthful, accurate, complete, timely, and fair[185]. - The board of directors consists of members who fulfill their duties diligently and independently, with no conflicts of interest reported[185]. - The company respects the rights of stakeholders, including banks, creditors, employees, customers, and suppliers, promoting sustainable development[185]. - The company has implemented measures to prevent risks and ensure stable operations in response to external market conditions[185]. - The total number of shares held by directors and supervisors at the end of the reporting period was 7,000 shares[189]. Financial Performance - Basic earnings per share for 2023 is CNY 0.22, a decrease of 42.11% compared to CNY 0.38 in 2022[45]. - Diluted earnings per share for 2023 is CNY 0.22, reflecting a 42.11% decline from CNY 0.38 in the previous year[45]. - The weighted average return on net assets for 2023 is 2.26%, down by 1.61 percentage points from 3.87% in 2022[45]. - The net profit attributable to shareholders decreased due to asset sales and securitization activities in the previous year[46]. - The net profit excluding non-recurring gains and losses increased, driven by the overall recovery of the consumption environment in 2023[46]. - The company's operating revenue for the period was approximately ¥30.52 billion, a decrease of 5.47% compared to ¥32.29 billion in the previous year[82]. - The company's operating costs were approximately ¥22.42 billion, down 7.46% from ¥24.23 billion year-on-year[82]. - The net cash flow from operating activities increased by 6.46% to approximately ¥3.62 billion, compared to ¥3.40 billion in the previous year[82]. - The company reported a significant decrease in net profit after deducting non-recurring gains and losses, with a loss of CNY 82.90 million in Q4 2023[47]. - The company faced a non-recurring loss of CNY 91.08 million due to one-time expenses related to business discontinuation[48]. - The company reported a total investment cost of approximately ¥455.17 million and a year-end book value of ¥2.94 billion[175]. - The net profit of Lianhua Supermarket Co., Ltd. was approximately -¥709.19 million, indicating significant losses in the retail sector[177]. Strategic Initiatives and Market Position - The company intends to engage in third-party payment services, with Bailian Group agreeing to inject Bailian E-commerce Co., Ltd. into the listed company after the completion of the major asset restructuring to avoid competition[4]. - After the major asset restructuring, Bailian Group will grant Lianhua Supermarket an irrevocable right of first refusal for the acquisition of Hualian Jimaisong, ensuring no competition issues arise[4]. - 百联集团 committed to avoiding substantial competition with the company and its subsidiaries after the completion of a major asset restructuring[8]. - The company is focusing on business development and future profit distribution, with no plans for capital reserve conversion into share capital this period[52]. - The company plans to issue public REITs based on the Shanghai Youyi City Shopping Center project, with application materials submitted to regulatory authorities in January 2024[93]. - The company is actively pursuing public REITs initiatives to enhance the efficiency of state-owned capital[76]. - The company aims to enhance its operational efficiency by focusing on brand, digital, and professional development strategies[100]. - The company plans to continue expanding its market presence through strategic investments and acquisitions in the retail sector[150]. - The company is committed to exploring green operations and circular economy initiatives to promote harmonious coexistence of economy, society, and environment[179]. Community Engagement and Social Responsibility - Total social responsibility investment amounted to CNY 20.63 million, with CNY 18.30 million in cash donations[22]. - The company invested CNY 46 million in poverty alleviation and rural revitalization projects, including CNY 10 million in direct donations[23]. - The company achieved total sales of CNY 85.602 million from agricultural product assistance in 2023[23]. - The company is focusing on building a "15-minute convenient living circle" model, enhancing community engagement and customer experience[76]. - The rise of community economies is expected to enhance convenience and immediacy in consumer needs, with rapid growth in community group buying and fresh e-commerce[179]. Operational Developments - The company launched 7 brand new products at the China International Import Expo, showcasing its commitment to innovation and market expansion[76]. - The company has established 131 JBP brand partnerships, focusing on high-quality international brands and enhancing its supply chain[76]. - The company reported a significant increase in sales in the outlet segment, with revenue reaching approximately ¥1.37 billion, a 41.50% increase year-on-year[83]. - The company is adjusting its store operations in response to market changes and lease expirations[165]. - The company opened several new stores in 2023, including the Wu Liangcai store in Baoshan with an area of 44.59 square meters and the Maochang store in Pudong with an area of 141.63 square meters[120]. - The company has expanded its retail presence with new stores in various locations, including the Hongqiao area and Yangpu, with areas ranging from 72 to 103 square meters[121][122]. Audit and Financial Management - The internal control audit firm is Lixin Certified Public Accountants, with an audit fee of CNY 70,000[22]. - The company has appointed Lixin Certified Public Accountants for financial and internal control audits for the 2023 fiscal year[22]. - The company approved the capital increase proposal for Bailian Group Financial Co., Ltd. during the 9th Board of Directors' 17th meeting on March 20, 2023[197]. - The company reviewed the 2022 annual work summary and the 2023 annual work plan during the 9th Board of Directors' 18th meeting on April 17, 2023[197]. - The company approved the Q1 2023 report during the 9th Board of Directors' 19th meeting on April 27, 2023[197]. - The company approved the proposal for the 2022 annual shareholders' meeting during the 9th Board of Directors' 20th meeting on May 31, 2023[197]. - The company approved the appointment of the Chief Financial Officer and Board Secretary during the 9th Board of Directors' 21st meeting on June 9, 2023[197]. - The company approved the proposal for public REITs project application during the 9th Board of Directors' 22nd meeting on July 12, 2023[197]. - The company approved the acquisition of 81% equity in Shanghai Bailian Fashion Brand Management Co., Ltd. during the 9th Board of Directors' 23rd meeting on August 14, 2023[197]. - The company reviewed the 2023 mid-year work summary and the second half of 2023 work plan during the 9th Board of Directors' 24th meeting on August 29, 2023[197].

报告导读 本报告是上海百联集团股份有限 公司（以下简称"百联股份""公 司""我们"）对外公开发布的 第一份环境、社会及治理报告（以 下简称"本报告"或"ESG 报告"）， 在发布本报告之前，公司已连续 发布八份社会责任报告。本报告 旨在以透明公开的方式披露公司 在环境、社会及治理方面的投入 和绩效表现，以回应各利益相关 方对于公司可持续发展的关注和 期望。 报告范围及边界 本报告为年度报告，涉及时间范围为 2023 年 1 月 1 日至 2023 年 12 月 31 日，为增强报告可比性及前瞻性， 部分内容往前后年度适度延伸。涉及组织范围为百联 股份总部、成员企业和控股子公司。 报告编制依据 国务院国资委 关于国有企业更好履行社会责任的指导意见》 上海市国资委 关于本市国有企业更好履行社会责任的若干意见》 上海市国资委 上海市国有控股上市公司 ESG 指标体系（1.0 版）》 上海证券交易所 上市公司自律监管指引第 1 号——规范运作》 中国社会科学院 中国企业社会责任报告指南（CASS-ESG 5.0）》 联合国可持续发展目标（SDGs） 全球可持续发展标准委员会 可持续发展报告标准》（GRI Stand ...