宁波中百股份有限公司 （600857） 2025 年第一次临时股东会会议资料 (总第六十二次) 2025 年 9 月 11 日 1 目 录 | 1、2025 年第一次临时股东会会议须知-----------------------1 | | --- | | 2、2025 年第一次临时股东会会议议程与议案表决办法---------2 | | 3、会议审议事项： | | 议案之一：《关于修改<公司章程>的议案》-----------------6 | | 议案之二：《关于修改<股东会议事规则>的议案》-----------30 | | 议案之三：《关于修改<董事会议事规则>的议案》-----------42 | | 议案之四：《关于公司取消监事会的议案》-----------------45 | | 议案之五：《关于续聘会计师事务所的议案》---------------46 | 2 宁波中百股份有限公司 2025 年第一次临时股东会会议须知 为了维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证股 东会的顺利进行，根据中国证监会《上市公司股东会规则》以及《公司章程》、 《股东会议事规则》的有关规定，特制 ...

Group 1 - The board of directors of Ningbo Zhongbai Co., Ltd. held its 11th meeting of the 10th session on August 22, 2025, with all 9 directors present, and all resolutions were passed unanimously without opposition [4][5][3]. - The meeting approved the 2025 semi-annual general manager's work report, the 2025 semi-annual report and its summary, and a proposal to amend the company's articles of association [5][7][6]. - The board also approved the reappointment of the accounting firm, the cancellation of the supervisory board, and the establishment of a temporary management system for information disclosure [9][11][12]. Group 2 - The company plans to hold its first extraordinary general meeting of 2025 on September 11, 2025, with both on-site and online voting options available [19][20]. - The meeting will review the proposals that were previously approved by the board, including the cancellation of the supervisory board and the reappointment of the accounting firm [23][14]. - Shareholders must register to attend the meeting, and specific procedures for proxy voting and registration have been outlined [30][27]. Group 3 - The company reported no changes in store numbers during the reporting period and provided key operational data for the first half of 2025 [43][44]. - The company disclosed that it plans to continue its relationship with Lixin Accounting Firm, which has a strong track record and significant experience in auditing [46][48]. - The board's decision to reappoint the accounting firm is pending approval from the upcoming extraordinary general meeting [57][56].

Group 1 - The company Ningbo Zhongbai will hold its first extraordinary general meeting of shareholders in 2025 on September 11, 2025, at 14:00 [1] - The meeting will take place at the company's conference room located on the 21st floor of Huijin Building, No. 77 Heyi Road, Haishu District, Ningbo, Zhejiang Province [1] - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's online voting system [1][2] Group 2 - The online voting period will be from September 11, 2025, with specific voting times during the trading hours of the stock exchange [1][2] - Shareholders must register for the meeting by presenting identification and proof of shareholding, and can appoint a proxy to attend and vote on their behalf [5][6] - The company has confirmed that there are no related shareholders that need to abstain from voting on the proposed resolutions [2]

Core Viewpoint - Ningbo Zhongbai Co., Ltd. reported a significant decline in revenue and a return to profitability in the first half of 2025, with a focus on adapting to market changes in the gold retail sector [1][2]. Financial Performance - The company's operating revenue for the first half of 2025 was approximately 288.91 million yuan, a decrease of 41.94% compared to 497.60 million yuan in the same period last year [2][5]. - The total profit for the period was approximately 21.15 million yuan, a significant recovery from a loss of 26.49 million yuan in the previous year [2][5]. - The net profit attributable to shareholders was approximately 17.64 million yuan, compared to a loss of 18.73 million yuan in the same period last year [2][5]. - The net cash flow from operating activities was negative at approximately -17.80 million yuan, a decline of 272.43% from 10.32 million yuan in the previous year [3][5]. Key Financial Indicators - Basic earnings per share for the first half of 2025 were 0.079 yuan, compared to -0.084 yuan in the same period last year [2][5]. - The weighted average return on equity increased to 2.08%, up from -2.22% in the previous year, reflecting a 4.3 percentage point improvement [2][5]. - Total assets at the end of the reporting period were approximately 940.63 million yuan, an increase of 3.90% from 906.63 million yuan at the end of the previous year [2][5]. Business Operations - The company operates primarily in the retail sector, focusing on gold and jewelry, textiles, and various consumer goods, with a business model that includes both self-operated and joint operations [4][5]. - The retail environment showed a mixed performance, with a notable shift towards investment in gold amid fluctuating market conditions, leading to a focus on high-value, well-designed products [4][5]. - The company has been leveraging its historical brand recognition and local market presence to enhance its competitive edge [4][5]. Market Context - The overall retail market in China saw a growth of 5.5% in consumer goods retail sales, with specific categories like online retail growing by 8.5% [4][5]. - The gold market experienced volatility, with a shift in consumer behavior towards investment products, impacting the company's sales strategy [4][5].

| 宁波中百股份有限公司2025 | 年半年度报告摘要 | | | --- | --- | --- | | 公司代码：600857 | 公司简称：宁波中百 | | | 宁波中百股份有限公司 | | | | 宁波中百股份有限公司2025 | 年半年度报告摘要 | | | 第一节 | 重要提示 | | | 展规划，投资者应当到 | www.sse.com.cn 网站仔细阅读半年度报告全文。 | | | 完整性，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 | | | | 报告期内的半年度利润不进行分配或公积金转增股本。 | | | | 第二节 | 公司基本情况 | | | 公司股票简况 | | | | 股票种类 | 股票上市交易所 股票简称 | 股票代码 变更前股票简 | | 称 | | | | A股 | 上海证券交易所 宁波中百 600857 | 首创科技、G工大 | | | | 、工大首创 | | 联系人和联系方式 | 董事会秘书 | 证券事务代表 | | 姓名 | 严鹏 马雪寒 | | | 电话 | （0574）87367060 | （0574）87367060 | | 办公地址 | ...

Meeting Overview - The board meeting of Ningbo Zhongbai Co., Ltd. was held on August 22, 2025, with all 9 directors present, confirming compliance with relevant laws and regulations [1][1][1] Voting Results - All proposals presented during the meeting received unanimous approval with 9 votes in favor, 0 against, and 0 abstentions [1][1][1] Agenda Items - The meeting included the review and approval of the following items: - The 2025 semi-annual report and its summary, which will be disclosed on August 26, 2025 [1][1][1] - Amendments to the company's articles of association and other internal regulations, also to be disclosed on August 26, 2025 [1][1][1] - Renewal of the accounting firm, with details to be disclosed on August 26, 2025 [1][1][1] - Cancellation of the supervisory board, with specifics to be disclosed on August 26, 2025 [1][1][1] - Information disclosure management system, with details to be disclosed on August 26, 2025 [1][1][1] - Notification for the 2025 first extraordinary shareholders' meeting, which requires approval from the shareholders [1][1][1]

证券代码：600857 股票简称:宁波中百 编号：2025-016 宁波中百股份有限公司 第十届监事会第九次会议决议公告 本公司监事会及全体监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： 公司全体监事出席了本次会议 本次监事会议案已获全体监事审议通过，无反对票。 二、监事会会议审议情况 表决结果：赞成 3 票，反对 0 票，弃权 0 票 监事会认为：（1）2025 年半年度报告全文及摘要的编制和审议程序符合法律、 法规、公司章程和公司内部管理制度的各项规定；（2）2025 年半年度报告的内容和 格式符合《公开发行证券的公司信息披露内容与格式准则第 3 号——半年度报告的内 容与格式》、《公开发行证券的公司信息披露编报规则第 15 号——财务报告的一般规 定》、 《上海证券交易所股票上市规则》等法律法规的要求，所包含的信息能从各个方 面真实地反映出公司报告期内的财务状况和经营成果等事项；（3）在提出本意见前， 未发现参与 2025 年半年度报告编制和审议的人员有违反保密规定的行为。 表决结果：赞成 3 票，反对 0 票，弃权 ...

证券日报网讯 8月25日晚间，宁波中百发布公告称，公司拟续聘立信会计师事务所（特殊普通合伙）为 2025年度财务审计及内部控制审计机构。 （文章来源：证券日报） ...

Group 1 - The company Ningbo Zhongbai (600857) announced that it will hold its first extraordinary general meeting of shareholders on September 11, 2025 [1] - The agenda for the meeting includes the review of a proposal to amend the company's articles of association among other items [1]

Group 1 - Ningbo Zhongbai (SH 600857) announced on August 25 that its 11th meeting of the 10th board of directors was held on August 22, 2025, discussing the proposal to cancel the supervisory board [1] - For the first half of 2025, Ningbo Zhongbai's revenue composition was 99.98% from department store retail and 0.02% from other businesses [1] - As of the report date, Ningbo Zhongbai's market capitalization was 3.1 billion yuan [1]