银座集团股份有限公司 2023年年度股东大会资料 二○二四年六月七日 1 目 录 | 议案一、2023 | 年度董事会工作报告 3 | | --- | --- | | 议案二、2023 | 年度监事会工作报告 14 | | 议案三、2023 | 年度财务决算报告 18 | | 议案四、2023 | 年度利润分配预案 20 | | 议案五、关于 | 2023 年年度报告全文及摘要的议案 21 | | 议案六、关于续聘会计师事务所的议案 22 | | | 议案七、关于 | 2024 年度日常关联交易预计的议案 25 | | 议案八、关于公司董事人员薪酬的议案 31 | | | 议案九、关于公司 | 2024 年度融资额度的议案 32 | | 议案十、关于公司与山东省商业集团财务有限公司续签《金融服务协议》 | | | 的议案 | 33 | | 议案十一、关于处置商誉的议案 36 | | | 议案十二、关于修订《公司章程》及其附件的议案 | 38 | | 议案十三、2023 | 年度独立董事述职报告 46 | 2 议案一 2023 年度董事会工作报告 各位股东及股东代表： 2023 年度，公司董事会严格按照《公司法 ...

股票代码：600858 股票简称：银座股份 编号：临 2024-017 银座集团股份有限公司 关于子公司涉及重大诉讼进展的公告 特别提示：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个别及 连带责任。 重要内容提示： 是否会对上市公司损益产生影响：鉴于山东省最高人民法院（2022）鲁 民终 665 号《民事判决书》为终审判决，公司已按照会计准则的相关规定在 2022 年度确认相关损益金额。后续公司将根据进展情况并依据会计政策要求进行账务 处理，最终结果以经审计后的数据为准。 一、本次诉讼的基本情况 临沂银座商城有限公司（以下简称"临沂银座"）因房屋租赁合同纠纷向临 沂市中级人民法院起诉临沂翔泰商业运营管理有限公司（以下简称"翔泰公 司"），山东省临沂市中级人民法院公开审理并出具了《山东省临沂市中级人民 法院民事判决书》，判决驳回临沂银座的诉讼请求，案件受理费由临沂银座负担。 临沂银座不服上述判决，向山东省高级人民法院提起上诉。山东省高级人民法院 审理并出具《山东省高级人民法院民事判决书》，判决撤销山东省临沂市中级人 民法院民事判决，解 ...

Financial Performance - The company's operating revenue for Q1 2024 was CNY 1,671,923,111.75, representing a year-on-year increase of 1.80%[4] - The net profit attributable to shareholders for the same period was CNY 91,127,480.94, showing a decrease of 2.37% compared to the previous year[4] - The net profit after deducting non-recurring gains and losses was CNY 78,730,233.95, down by 8.66% year-on-year[4] - The basic earnings per share for Q1 2024 was CNY 0.1752, which is a decrease of 2.37% year-on-year[4] - The weighted average return on equity was 3.4510%, down by 0.3886 percentage points from the previous year[4] - The company reported a net profit margin for Q1 2024, with net profit figures to be detailed in the upcoming reports, indicating ongoing profitability trends[25] - In Q1 2024, the company reported a net profit of ¥88,599,120.33, a slight increase from ¥88,397,042.07 in Q1 2023, representing a growth of 0.23%[26] - The company’s total profit for the quarter was ¥126,358,327.91, compared to ¥124,881,038.84 in the same quarter last year, marking an increase of 1.18%[26] Cash Flow and Liquidity - The net cash flow from operating activities was CNY 526,556,541.20, with no applicable year-on-year comparison[4] - The company achieved a net cash flow from operating activities of ¥526,556,541.20, a significant improvement from a negative cash flow of -¥37,808,271.84 in Q1 2023[30] - The company's cash and cash equivalents as of March 31, 2024, were CNY 2,106,566,817.16, up from CNY 1,628,440,981.33 as of December 31, 2023, representing a significant increase of approximately 29.3%[19] - The company reported a total cash and cash equivalents balance of ¥1,837,292,803.75 at the end of Q1 2024, up from ¥1,644,349,359.64 at the end of Q1 2023, an increase of 11.74%[31] Assets and Liabilities - The total assets at the end of the reporting period amounted to CNY 11,415,034,935.86, an increase of 3.04% from the end of the previous year[5] - The company's total assets amounted to CNY 11,415,034,935.86, an increase from CNY 11,078,261,378.76 as of December 31, 2023, representing a growth of approximately 3.06%[19][22] - The company's total liabilities as of March 31, 2024, were CNY 8,697,263,436.80, compared to CNY 8,449,089,000.03 at the end of 2023, indicating an increase of about 2.93%[21][22] - The total equity attributable to shareholders as of March 31, 2024, was CNY 2,686,204,135.87, compared to CNY 2,595,076,654.93 at the end of 2023, reflecting an increase of about 3.52%[22] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 19,778[8] - The controlling shareholder increased its stake by acquiring 7,867,500 shares at an average price of CNY 3.6975 per share, raising its total ownership to 28%[13] Investments and Financing - The company received government subsidies related to revenue amounting to CNY 1,308,112.28 from November 30, 2023, to January 18, 2024[11] - The company approved a mortgage loan application of CNY 200 million from Bank of Communications, with a one-year term to supplement working capital[12] - The company signed a lease agreement for a commercial space totaling approximately 66,844 square meters for a 20-year term, starting from February 3, 2024[12] - The company raised ¥1,595,000,000.00 through borrowings in Q1 2024, down from ¥2,181,000,000.00 in the same period last year, a decrease of 26.74%[31] - The company’s cash flow from financing activities showed a net outflow of -¥17,453,348.24, contrasting with a net inflow of ¥844,276,255.08 in Q1 2023, indicating a shift in financing strategy[31] Operational Costs - The total operating costs for Q1 2024 were CNY 1,547,210,812.19, compared to CNY 1,514,624,770.68 in Q1 2023, which is an increase of about 2.16%[25] Management Changes - The company appointed a new assistant general manager and a new securities representative as part of its management changes[16] Audit and Compliance - The company will pay CNY 1.1 million for the audit of its financial report and CNY 450,000 for internal control report audit for 2023, a reduction of CNY 150,000 from the previous period[16]

股票代码：600858 股票简称：银座股份 编号：临 2024-016 银座集团股份有限公司 2024 年第一季度经营情况简报 特别提示：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》《关于做 好主板上市公司 2024 年第一季度报告披露工作的重要提醒》要求，银座集团股份有限 公司（以下简称"公司"）现将 2024 年第一季度主要经营数据披露如下： 一、2024 年第一季度门店变动情况： 1．新开门店情况：一季度新开门店 1 家。 2024 年 1 月 13 日，公司新开 1 家超市黑龙江黑河店，建筑面积 80 平方米，经营场 所为租赁，地址位于黑龙江省黑河市爱辉区北国明珠一期。 2．关闭门店情况：一季度无关闭门店。 另，滨州无棣店于 2024 年 4 月 1 日闭店，建筑面积 2.9 万平方米。 3．拟增加门店情况：二季度无拟新开门店。 | 分地区 | 本期营业收入 | 本期毛利率 | 营业收入比上 | 毛利率比上年 | | --- | --- | --- ...

股票代码：600858 股票简称：银座股份 编号：临 2024-014 银座集团股份有限公司 关于 2020 年度员工持股计划部分股票完成 非交易过户的公告 特别提示：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个别及 连带责任。 根据《银座集团股份有限公司 2020 年度员工持股计划（修订稿）》（以下 简称"持股计划（修订稿）"）、《银座集团股份有限公司 2020 年员工持股计 划管理办法（修订稿）》（以下简称"管理办法（修订稿）"）等相关规定及部 分员工持股计划持有人申请，公司 2020 年度员工持股计划所持有的部分公司股 票已通过中国证券登记结算有限责任公司非交易过户至个人证券账户，现将相关 事项公告如下： 一、公司 2020 年度员工持股计划基本情况 公司分别于 2020 年 9 月 23 日、2020 年 10 月 15 日召开了第十二届董事会 2020 年第九次临时会议、2020 年第四次临时股东大会，审议通过了《关于公司 2020 年度员工持股计划（草案）及其摘要的议案》等相关议案，同意公司实施 2020 年度员工持股计 ...

Investment Rating - The investment rating for the company is "Outperform the Market" and is maintained [1] Core Views - The company reported a net profit turnaround in 2023, focusing on operational optimization and efficiency improvements [4] - The company achieved a revenue of 5.539 billion yuan in 2023, a year-on-year increase of 2.97%, with a significant net profit of 216 million yuan [4][20] - The company is expected to continue its revenue growth, with projections of 5.667 billion yuan, 5.782 billion yuan, and 5.887 billion yuan for 2024, 2025, and 2026 respectively [6][20] Summary by Sections Financial Performance - In 2023, the company achieved a revenue of 5.539 billion yuan, a 2.97% increase year-on-year, with a notable 12.38% growth in Q4 [5] - The net profit for 2023 was 216 million yuan, a significant recovery from a loss of 11 million yuan in the previous year [20] - The gross profit margin increased by 1.03 percentage points to 41.48% in 2023 [6] Business Segments - Revenue from department stores decreased by 0.99%, while revenue from supermarkets and shopping centers increased by 4% and 10.19% respectively [5] - The real estate segment saw a drastic decline in revenue by 88.94%, primarily due to reduced sales from the Qingdao Qianhao project [5] Regional Performance - Revenue growth was observed in Shandong and Hebei provinces, with increases of 1.76% and 12.38% respectively [5] - The company expanded its presence by entering Heilongjiang province in 2023 [5] Operational Strategies - The company focused on optimizing its operational layout and enhancing efficiency, including a dynamic adjustment of its product offerings [6] - Online sales saw a significant increase of 62.53% year-on-year, indicating a successful shift towards multi-channel marketing [6] Future Projections - The company is projected to achieve a net profit of 76 million yuan, 89 million yuan, and 98 million yuan for 2024, 2025, and 2026 respectively [6][20] - The estimated reasonable market value range for the company is between 2.8 billion yuan and 3.4 billion yuan, with a target price of 5.45 to 6.54 yuan per share [6]

除非下文另有规定，否则任何希望讨论本报告或者就本项研究中讨论的任何证券进行任何交易的收件人均应联系其所在国家或地区的海通国际销售人员。 和分析师账户持有的交易证券等限制。投资本研究报告中讨论的任何非美国证券或相关金融工具（包括 ADR）可能存在一定风险。非美国发行的证券可能没有注册，或不受美国法规的 约束。有关非美国证券或相关金融工具的信息可能有限制。外国公司可能不受审计和汇报的标准以及与美国境内生效相符的监管要求。本研究报告中以美元以外的其他货币计价的任何 证券或相关金融工具的投资或收益的价值受汇率波动的影响，可能对该等证券或相关金融工具的价值或收入产生正面或负面影响。美国收件人的所有问询请联系： Notice to Hong Kong investors: The research report is distributed by Haitong International Securities Company Limited ("HTISCL"), which is a licensed corporation to carry on Type 1 regulated activity (dealing ...

Investment Rating - The report maintains an "Overweight" rating for the company [5][8] Core Views - The company achieved a year-on-year revenue growth of 2.97% in 2023, with net profit attributable to the parent company reaching RMB 217 million, turning from a loss to a profit [1] - The company's gross profit margin increased by 1.03 percentage points in 2023, while the period expense ratio decreased by 0.65 percentage points, indicating improved profitability [6] - The company's profit performance in the second half of 2023 exceeded expectations, leading to an upward revision of EPS forecasts for 2024 and 2025 by 29% and 18%, respectively [8] Market Data - The company's total market capitalization is RMB 23.20 billion, with a total share capital of 520 million shares [1] - The stock's 52-week low/high is RMB 3.48/6.75, with a turnover rate of 128.95% over the past three months [1] Financial Performance - In 2023, the company's revenue reached RMB 5.539 billion, with a net profit of RMB 217 million, compared to a loss of RMB 11 million in the previous year [1] - The company's comprehensive gross margin in 2023 was 41.48%, up 1.03 percentage points year-on-year [6] - The company's period expense ratio in 2023 was 35.78%, down 0.65 percentage points year-on-year [4] Operational Highlights - The company opened 7 new stores and closed 4 stores in 2023, bringing the total number of stores to 120 as of March 27, 2024 [15] - The company optimized its product and brand structure, replacing nearly 30,000 SKUs in supermarkets and reducing the average procurement cost of fresh food by over 5% [15] - The company enhanced its online-offline integration by improving its e-commerce platform, collaborating with third-party instant retail platforms, and implementing digital management tools [15] Profit Forecast and Valuation - The company's revenue is expected to grow by 3.27% in 2024, reaching RMB 5.720 billion, with a net profit of RMB 78 million [3] - The EPS for 2024 is forecasted at RMB 0.15, with a P/E ratio of 30 [3] - The ROE (attributable to the parent company) is expected to be 2.91% in 2024, with a P/B ratio of 0.9 [3] Regional and Business Segment Performance - In 2023, the company's revenue from Jinan was RMB 1.55 billion, with a gross margin of 28.15%, while revenue from Hebei was RMB 94.84 million, with a gross margin of 54.03% [11] - The company's department store segment contributed RMB 2.202 billion in revenue, with a gross margin of 32.87%, while the hypermarket segment contributed RMB 1.876 billion, with a gross margin of 20.48% [11]

Financial Performance - In 2023, the company achieved operating revenue of CNY 5,539,114,726.74, representing a year-on-year increase of 2.97% compared to CNY 5,379,469,336.69 in 2022[21]. - The net profit attributable to shareholders of the listed company for 2023 was CNY 216,643,914.26, a significant turnaround from a loss of CNY 10,946,572.17 in 2022, marking an increase of 2079.10%[21]. - The net cash flow from operating activities decreased by 51.35% to CNY 552,173,973.23 in 2023, down from CNY 1,135,025,443.51 in 2022[21]. - The company's total assets at the end of 2023 were CNY 11,078,261,378.76, a decrease of 2.28% from CNY 11,336,726,650.25 at the end of 2022[21]. - The basic earnings per share for 2023 was CNY 0.4166, a significant increase from a loss of CNY 0.0210 per share in 2022, reflecting a growth of 2083.81%[22]. - The net profit after deducting non-recurring gains and losses was CNY 67,627,948.76, compared to a loss of CNY 44,966,663.11 in the previous year, indicating a recovery of 250.40%[21]. - The company achieved operating revenue of CNY 5.539 billion in 2023, completing 97.18% of the initial operating plan of CNY 5.7 billion[30]. - The company reported a significant increase in investment cash flow, with a net inflow of 289.78 million RMB, compared to a net outflow of 367.72 million RMB last year[44]. - The company reported a net profit of -4,562,885.78 yuan for the year 2023, with a distributable profit of -203,399,954.20 yuan, leading to no profit distribution proposal[138]. Operational Developments - The company optimized its asset structure by transferring assets of its subsidiary, resulting in increased net profit for the period[23]. - The weighted average return on equity for 2023 was 8.7016%, a recovery from -0.4603% in 2022[22]. - The company has focused on enhancing its operational capabilities by optimizing product structure and leveraging consumption recovery opportunities[23]. - The company opened 7 new stores and closed 4 stores during the reporting period, resulting in a total of 120 stores as of the report date[30]. - The company replaced nearly 30,000 products in 2023, achieving a dynamic adjustment of the product pool[31]. - The company implemented a new operating responsibility system in 9 pilot stores, linking performance compensation closely to store profits[30]. - The company plans to open 1 new store in Heilongjiang in 2024[30]. - The company has established a comprehensive inventory management system to ensure stable supply and reasonable stock levels[74]. Marketing and Sales - Commercial operating revenue reached CNY 5.535 billion, representing a year-on-year growth of 3.62%[30]. - Online sales increased by 62.53% year-over-year, driven by multi-channel marketing strategies including live streaming and promotional activities[33]. - The company's total retail sales in 2023 reached 471,495 billion yuan, with a year-on-year growth of 7.2%[34]. - The online retail sales of physical goods amounted to 130,174 billion yuan, representing an 8.4% increase and accounting for 27.6% of total retail sales[35]. - The company organized significant marketing events throughout the year, including "Spring Fun Flower Festival" and "Family Day," aimed at enhancing customer engagement and driving sales[80]. - The company implemented innovative marketing strategies, including theater-style promotions and cross-industry alliances, to boost customer traffic and sales performance[81]. Digital Transformation and Technology - The company is focusing on digital transformation, implementing various management tools to enhance operational efficiency and decision-making capabilities[32]. - The company completed the development of the store assistant platform, enhancing operational efficiency and management capabilities[56]. - The company is focusing on digital transformation through the establishment of an integrated data system and real-time data warehouse to improve decision-making capabilities[56]. - Digital transformation initiatives will include automated marketing and a comprehensive digital upgrade of supply chain and operations[96]. Supply Chain and Procurement - The average procurement cost for key fresh product categories decreased by over 5% due to the establishment of a competitive pricing mechanism[31]. - The company aims to strengthen its supply chain by directly collaborating with leading enterprises and exploring overseas sourcing[36]. - The company has implemented a procurement approval mechanism to ensure effective management of distribution products[74]. Employee Management and Governance - The total compensation for the board members and senior management during the reporting period amounted to 423.80 million CNY[109]. - The company has a differentiated remuneration system for senior management, considering internal pay distribution and performance management[118]. - The company has seen changes in its board composition with new appointments and departures in key management roles[119]. - The company conducted over 800 training sessions, covering 35,000 employees, and developed 27 standard courses to enhance employee skills[134]. Environmental and Social Responsibility - The company invested 7.37 million yuan in environmental protection funds during the reporting period[147]. - The company reduced carbon emissions by 1,445 tons through measures such as solar photovoltaic power generation and energy-saving cold chain systems[150]. - The company organized charitable donations amounting to 299,900 yuan as part of its social responsibility initiatives[153]. - The company actively participates in green mall construction, with several stores recognized as green malls in 2023[149]. Future Plans and Strategic Goals - The company's 2024 revenue target is set at 60 billion, emphasizing a focus on quality and efficiency improvements[94]. - The company plans to enhance its product offerings by focusing on self-owned brands and premium products, particularly in fresh food and prepared dishes[95]. - The company plans to continue expanding its market presence and enhancing supplier relationships to optimize product offerings[74]. - The company is committed to optimizing its organizational structure and enhancing internal processes to drive sustainable growth[97]. Related Party Transactions and Financial Management - The total amount of related party transactions for the year 2023 was 241,152.16 thousand yuan, accounting for 27.16% of the estimated total[173]. - The company is planning to acquire 100% equity of Rizhao Yintai Mall Co., Ltd. and 100% equity of Shandong Yintai Electric Appliance Co., Ltd., with the transaction expected to be a related party transaction but not classified as a major asset restructuring[176]. - The company has a long-term credit rating of AA+ with a stable outlook, as assessed by a credit rating agency in August 2023, indicating no significant outstanding debts or court judgments[171].

关于银座集团股份有限公司 涉及财务公司关联交易的存款、贷款 等金融业务的专项说明 目 录 关于银座集团股份有限公司涉及财务公司关 1-3 联交易的存款、贷款等金融业务的专项说明 银座集团股份有限公司 2023 年度通过山东省 商业集团财务有限公司存款、贷款等金融业 1 务汇总表 中证天通会计师事务所(特殊普通合伙) 中证天通会计师事务所(特殊普通合伙) - 11 8 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台（http://acc.mof.gov.cn）"进行查 报告编码:京24NTMB8J1D 关于银座集团股份有限公司 涉及财务公司关联交易的存款、贷款等 金融业务的专项说明 中证天通(2024) 证审字 21120012 号-2 银座集团股份有限公司全体股东: 我们接受银座集团股份有限公司(以下简称"银座股份公司")委托, 根据中国注册会计师执业准则审计了银座股份公司 2023年 12月 31日的合并 及母公司资产负债表,2023年度合并及母公司利润表、合并及母公司现金流 量表、合并及母公司股东权益变动表和财务报表附注,并出具了中证天通 (2024)证审字 21120012 号无保留意见审计报 ...