法律意见书 北京炜衡（成都）律师事务所 关于茂业商业股份有限公司 2025 年第二次临时股东大会 法律意见书 Beijing W&H Law Firm, Chengdu Office 成都市武侯区天府大道北段 1777 号 NIC 国创中心 38 层 邮编：610095 38F , New Innovation Center,No.1777 North Section of Tianfu Avenue,Wuhou District,Chengdu 610095,China www.weihenglaw.com 法律意见书 北京炜衡（成都）律师事务所 关于茂业商业股份有限公司 2025 年第二次临时股东大会法律意见书 炜衡成都（律意）字［2025］ 5938 号 致：茂业商业股份有限公司 北京炜衡（成都）律师事务所（以下简称"本所"）接受茂业商业股份有限公 司（以下简称"公司"）的委托，指派律师出席公司 2025 年第二次临时股东大会（以 下简称"本次股东会"），并依据《中华人民共和国公司法》（以下简称"《公司 法》"）、《上市公司股东会规则》（以下简称"《股东会规则》"）《律师事务 所从事证券法律业务管理办法 ...

在经历了数年的调整后，以白酒、乳业为代表的消费股被多名基金经理视作震荡市中的"防御选择"，而新消费 则面临高景气度与高估值并存的现象，需要寻找有护城河的投资标的。此外，出海也是基金经理关注的要点， 尤其是业务聚焦欧美市场或将成股价的驱动因素。 消费板块年末"冲刺" 在一系列旨在扩大内需、提振消费的政策举措陆续出台后，过去的一周里，消费、零售股迎来了久违的反弹， 如百大集团单周涨幅高达51.59%，欢乐家涨超40%，还有庄园牧场、上海九百等涨逾30%。 "慢牛"的风，终于吹到了消费股。 在科技股集体到达短期高位后，此前缺席的消费板块也迎来补涨行情。但值得一提的是，本轮异动的多只个股 中，罕有公募基金的重仓身影，而被公募集中持有的白酒股依旧难有起色。 其中，百大集团股价创10年来新高；利群股份4日3涨停，上海九百连续2日涨停，中央商场、永辉超市、茂业 商业等最近几个交易日里也多次涨停。 基金方面，上周多只消费主题ETF获得了资金的净申购。嘉实中证主要消费ETF单周份额增幅高达2.68亿份， 汇添富中证主要消费ETF和富国中证消费50ETF份额增超1亿份，此外平安基金、招商基金和易方达基金旗下 多只产品份额增超千万 ...

Core Viewpoint - The retail sector in the A-share market has shown signs of recovery after a prolonged period of decline, driven by recent favorable policies and a shift in consumer behavior towards increased domestic demand [6][9][30]. Group 1: Market Performance - The leading retail company, Yonghui Supermarket, has seen its stock price drop nearly 70% since April 2020, prior to the recent market rally [1]. - Other retail companies, such as Dongbai Group, have also experienced stagnant performance, with many retail stocks recently showing significant gains, including multiple trading halts due to price increases [3][9]. Group 2: Policy Support - Recent government policies emphasize the importance of domestic demand and consumer spending, with the central economic work conference prioritizing the construction of a strong domestic market [7]. - The National Development and Reform Commission has reiterated its commitment to expanding domestic demand and enhancing consumer capacity, indicating a clear intention to boost consumption [7][8]. Group 3: Economic Indicators - In the first nine months of 2025, the value added by wholesale and retail industries grew by 5.6%, maintaining a stable GDP contribution of 10.3% [11]. - Retail sales increased by 4.6%, with physical retail formats like convenience stores and supermarkets showing growth [12][13]. Group 4: Industry Challenges - The retail industry has faced unprecedented challenges, particularly from e-commerce, which has permanently shifted consumer behavior towards online shopping [18]. - Traditional retailers are experiencing rising operational costs, which are squeezing profit margins, leading to significant performance disparities among companies [18][20]. Group 5: Transformation and New Trends - The retail sector is undergoing a transformation from a focus on scale expansion to high-quality development, emphasizing customer experience over mere product sales [20][28]. - New retail formats are emerging, with companies like Hema and discount stores expanding rapidly, indicating a shift in competitive dynamics within the industry [25][27]. Group 6: Future Outlook - Despite recent positive signals, the retail sector's fundamental challenges remain, with ongoing adjustments and potential for further differentiation among companies based on their ability to adapt [30].

Core Viewpoint - The retail sector in A-shares has been underperforming for several years, but recent policy support and market enthusiasm may signal a potential turnaround for the industry [2][6][8]. Group 1: Market Conditions and Policy Support - The retail sector has seen a collective uptick recently, driven by a series of favorable policies aimed at boosting domestic consumption [6][8]. - The Central Economic Work Conference prioritized "domestic demand" as a key task, emphasizing the need to enhance consumer willingness and capacity [9][10]. - The Ministry of Commerce has redefined the retail sector's role as a crucial component in building a complete domestic demand system [11][12]. - Upcoming policies are expected to stimulate consumption, particularly in service-oriented sectors [10][13]. Group 2: Economic Indicators - From January to September 2025, the value added by wholesale and retail industries grew by 5.6%, maintaining a stable GDP contribution of 10.3% [15]. - Retail sales increased by 4.6%, with physical retail formats like convenience stores and supermarkets showing growth [16][17]. - The approaching Spring Festival is anticipated to further boost offline retail activities, contributing to a positive market sentiment [18]. Group 3: Market Behavior and Valuation - Consumer stocks have shown signs of recovery, with valuations at historically low levels; for instance, the food and beverage sector's latest P/E ratio is 20.36, at a percentile of 7.05% [19][20]. - The prolonged period of low valuations has created a technical rebound demand in the retail sector [21][22]. Group 4: Industry Challenges and Transformations - The retail industry has faced unprecedented challenges, particularly from e-commerce, which has permanently shifted consumer behavior towards online shopping [24][25][28]. - Traditional retailers are experiencing rising operational costs, which are squeezing profit margins [29]. - Performance disparities among retail companies are evident, with some struggling to adapt while others, like Bubu Gao, have seen significant revenue growth due to successful transformations [32][36]. Group 5: New Business Models and Innovations - The retail landscape is evolving, with a shift from mere product sales to enhancing customer experiences [38][39]. - Companies are increasingly focusing on operational efficiency and cost control, with strategies like closing underperforming stores and optimizing organizational structures [42][43]. - New retail formats, such as discount stores and instant retail, are emerging, intensifying competition within the sector [45][46]. Group 6: Future Outlook - The retail sector is at a crossroads, with the potential for recovery tempered by ongoing challenges from e-commerce and changing consumer behaviors [58][62]. - While leading companies may benefit from valuation rebounds, those unable to adapt may face continued difficulties [63].

证券之星消息，12月17日一般零售板块较上一交易日下跌0.18%，茂业商业领跌。当日上证指数报收于 3870.28，上涨1.19%。深证成指报收于13224.51，上涨2.4%。一般零售板块个股涨跌见下表： 以上内容为证券之星据公开信息整理，由AI算法生成（网信算备310104345710301240019号），不构成投资建议。 从资金流向上来看，当日一般零售板块主力资金净流出22.44亿元，游资资金净流入5.54亿元，散户资金 净流入16.91亿元。一般零售板块个股资金流向见下表： ...

Group 1 - High-profile stocks are experiencing a significant decline, with Bona Film Group facing a continuous three-day trading halt [1] - Other companies such as Sun Cable, Farsen, and Nanjing Mining Group also hit the trading limit down, indicating a broader market trend [1] - Additional companies like Zhongyuan Home, Meng Tian Home, Central Mall, and Maoye Commercial are among those with notable declines [1]

Group 1 - The retail consumption sector is actively rising, with stocks such as Hongqi Chain Store, Yonghui Supermarket, Baida Group, and Central Mall hitting the daily limit [1] - Other stocks like Jiajia Yue, Chongqing Department Store, Wangfujing, Maoye Commercial, Tianhong Shares, and Sanjiang Shopping are also experiencing gains [1] - According to the National Bureau of Statistics, the cumulative growth rate of China's total retail sales of consumer goods this year is better than last year, with a total retail sales of 43.898 billion yuan in November, showing a year-on-year growth of 1.3% [2]

Core Viewpoint - The consumer sector experienced a significant rally on December 16, driven by supportive policies aimed at expanding domestic demand, which has been elevated to a strategic priority for the economy [1][4]. Group 1: Policy Support - The article emphasizes that expanding domestic demand is crucial for economic stability and security, and it is not merely a temporary measure but a strategic initiative [1]. - The National Development and Reform Commission highlighted the need to unleash consumer potential through various measures, including special actions to boost consumption and plans to increase residents' income [1][4]. - The Central Economic Work Conference has prioritized "maintaining demand as the main driver and building a strong domestic market" as a key task for the upcoming year, reflecting the government's commitment to boosting consumption [1]. Group 2: Market Dynamics - The consumer sector's attractiveness is underscored by its current low valuation after a prolonged adjustment period, indicating a significant technical rebound demand [3]. - For instance, the food and beverage sector has a current price-to-earnings (P/E) ratio of 20.8, with a percentile ranking of only 13.04%, compared to over 64 times at its peak in February 2021, highlighting its investment value [3]. - Major consumer companies like Kweichow Moutai, Midea Group, and Haier Smart Home reported year-on-year profit growth in the first three quarters, demonstrating strong operational resilience [3]. Group 3: Investment Opportunities - A number of consumer stocks are showing characteristics of a "golden pit," where stock prices have declined despite strong earnings growth, presenting potential investment opportunities [3]. - Examples include leading condiment company Haitian Flavoring, which saw its stock price drop over 18% while achieving a 10.54% increase in net profit, and TCL Technology, which experienced a 16% decline in stock price with an 18.45% rise in net profit [3]. - Other companies like Xiangyuan Cultural Tourism, Xueda Education, and Bear Electric also fit this profile, offering potential for value investors [3]. Group 4: Future Outlook - Recent initiatives by the Ministry of Commerce and financial regulators to expand and upgrade rural consumption, along with credit support, open new avenues for market expansion [4]. - Analysts expect that the focus on expanding domestic demand will lead to more specific policies in the future, enhancing investor confidence in the consumer sector [4]. - The outlook for traditional consumption is anticipated to improve, while new consumption trends may experience rotation, but overall, the consumer sector is expected to maintain sustainability underpinned by both policy and market fundamentals [4].

Group 1 - Retail stocks experienced a rebound in the afternoon, with New World hitting the daily limit up [1] - Hongqi Chain also reached the daily limit up, following previous gains from Baida Group, Dongbai Group, and Guangbai Co., which also hit the daily limit up [1] - Other companies such as Guoguang Chain, Dazhongfang, Maoye Commercial, and Youhao Group saw increases in their stock prices [1]

New Stock Issuance - The new stock "健信超导" (code: 787805) is issued at a price of 18.58[1] - The new stock "昂瑞微" (code: 688790) is listed at a price of 83.06[1] Rights Issues and Offers - "荃银高科" (code: 300087) has a tender offer period from December 4, 2025, to January 5, 2026[1] - "天普股份" (code: 605255) has a tender offer period from November 20, 2025, to December 19, 2025[1] Delisting and Trading Alerts - "退市苏吴" (code: 600200) has 10 trading days remaining until the last trading day[1] - "ST广道" (code: 920680) has 12 trading days remaining until the last trading day[1] Stock Performance Alerts - "赛微电子" (code: 300456) has reported severe abnormal fluctuations[1] - "ST立方" (code: 300344) has also reported severe abnormal fluctuations[1]