王府井集团股份有限公司 公司章程 （经 2025 年第三次临时股东大会审议通过） 目 录 1 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东会 第一节 股东 第二节 控股股东和实际控制人 第三节 股东会的一般规定 第四节 股东会的召集 第五节 股东会的提案与通知 第六节 股东会的召开 第七节 股东会的表决和决议 第五章 党的委员会 第六章 董事和董事会 第一节 董事的一般规定 第二节 董事会 第三节 独立董事 第四节 董事会专门委员会 第七章 总裁及其他高级管理人员 第八章 财务会计制度、利润分配和审计 2 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第九章 通知和公告 第一节 通知 第二节 公告 第十章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十一章 修改章程 第十二章 附 则 第一章 总 则 第一条 为维护公司、股东、职工和债权人的合法权益，规范公司的组织和 行为，根据《中华人民共和国公司法》(以下简称《公司法》)、《中华人民共和国 证券法》（以下简 ...

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。 证券代码：600859 证券简称：王府井 编号：临 2025－068 王府井集团股份有限公司 关于完成工商变更登记并换发营业执照的公告 法定代表人：白凡 住所：北京市东城区王府井大街 255 号 经营范围：一般项目：未经加工的坚果、干果销售【分支机构经营】；食品 销售（仅销售预包装食品）【分支机构经营】；食用农产品零售【分支机构经营】； 保健食品（预包装）销售【分支机构经营】；第一类医疗器械销售【分支机构经 营】；第二类医疗器械销售【分支机构经营】；安防设备销售【分支机构经营】； 汽车零配件零售【分支机构经营】；服饰制造【分支机构经营】；洗染服务【分支 机构经营】；日用百货销售；通讯设备销售；针纺织品销售；电线、电缆经营； 五金产品零售；化工产品销售（不含许可类化工产品）；工艺美术品及礼仪用品 王府井集团股份有限公司（以下简称"公司"）于 2025 年 8 月 8 日召开 2025 年第三次临时股东大会，审议通过了《关于取消监事会暨修改<公司章程>的议案》。 因股份回购注销完成， ...

Core Viewpoint - The renovation of the Friendship Store marks a significant transformation aimed at revitalizing a historic commercial space into a modern, multi-functional urban area that blends dining, culture, and leisure, while preserving its historical essence [1][7]. Group 1: Renovation and Transformation - After four months of trial operation, the Friendship Store officially reopened on September 23, coinciding with the Wangfujing Group's 70th anniversary [1]. - The renovation included converting an old parking lot into an 800-square-meter green space known as "Friendship Garden," which has become a popular social spot [1][2]. - The store, originally established in 1964, has undergone several transformations, including a shift from a foreign exchange store to a public shopping venue in the late 1990s [4][6]. Group 2: Business Model and Strategy - The Wangfujing Group adopted a "one store, one policy" strategy for the upgrade, focusing on creating a diverse urban lifestyle circle that integrates various business formats [3][7]. - The renovation follows a "light intervention" principle, allowing merchants significant creative freedom while maintaining the original structure of the building [5][6]. - The project has attracted around 20 operational merchants, with plans for over 30, and employs a flexible cooperation model that reduces initial investment costs [6][7]. Group 3: Market Position and Future Outlook - The Friendship Store's transformation reflects broader trends in Beijing's commercial landscape, emphasizing the integration of culture, commerce, and tourism [7][8]. - The introduction of new brands and services, such as a second-hand trading platform and a youth hotel, aims to create an immersive experience for consumers [7]. - The successful transformation of the Friendship Store serves as a model for balancing historical preservation with modern commercial needs, potentially guiding future urban renewal projects [8].

Core Viewpoint - Beijing Friendship Store, established in 1964, has reopened after a four-month trial period, marking a significant transformation in the retail landscape and reflecting the evolution of consumer behavior in China [1] Group 1: Company Transformation and Strategy - Wangfujing has implemented a "one store, one policy" approach to meet diverse consumer demands through continuous innovation [2] - The company has successfully transformed several malls, including Beijing Friendship Store, achieving significant results in landmark rebranding, customer traffic growth, and brand upgrades [2] - The Beijing Friendship Store focuses on flagship and conceptual brands, while other locations emphasize community experiences and unique themes [2] Group 2: Future Projects and Developments - Wangfujing is advancing major projects such as the Bayli Wangfujing WellTown and renovations of Xidan Shopping Mall and Yansha Mall, with the WellTown project nearing completion and achieving 95% leasing progress [2] - The WellTown project aims to create a diverse experience integrating cultural, quality consumption, and artistic lifestyle elements [2] Group 3: Duty-Free Business Expansion - Wangfujing has established a comprehensive duty-free business system, including offshore, port, and city duty-free operations, with significant developments in 2023 [3] - The company is focusing on tourism retail, leveraging its duty-free business to integrate with tourism resources and create a diversified retail system [3]

Group 1 - The Wangfujing Group held a media conference themed "All Good Things Come at the Right Time" on September 23, 2023, to announce the full opening of the Beijing Friendship Store and Garden after four months of trial operation [1][3] - The Beijing Friendship Store, established in 1964, has historically served as a diplomatic window for New China, receiving 5.39 million foreign guests annually [3] - The renovation of the store aims to blend historical elements with modern design, featuring 100% new and customized stores, including local coffee brand BERRY BEANS and a Chongqing Italian restaurant Carbo [3] Group 2 - In response to the rise of outlet malls and shopping centers, the Wangfujing Group has developed a business model that integrates "department stores + outlets + shopping centers," and has obtained national duty-free qualifications to add "taxable + duty-free" business [3] - The company focuses on transforming properties with good locations and manageable sizes, emphasizing specialized, systematic, and personalized approaches to meet changing consumer demands [3] - The Wangfujing Group aims to accelerate transformation and quality development by reconstructing commercial scenarios with an ecological mindset, enhancing both traditional department stores and new business formats like outlets and shopping centers [3] Group 3 - The company plans to embrace digitalization and foster talent development through cross-industry collaborations, contributing to the construction of an international consumption center city while steadily progressing towards its centennial enterprise goal [3]

Core Viewpoint - The Beijing Friendship Store has officially reopened with a new look on the occasion of Wangfujing Group's 70th anniversary, highlighting the importance of its upgrade and transformation under the "one store, one strategy" approach of the group [1] Group 1: Store Transformation - The upgraded Friendship Store retains its original architectural style and historical elements while incorporating modern design and business concepts [1] - The store creates a unique sense of time, allowing visitors to experience historical warmth in a contemporary setting [1] Group 2: Business Model and Offerings - The Friendship Store features a diverse range of business formats, including dining, leisure, new lifestyle options, trendy culture, and health and beauty [1] - It boasts a lineup of 100% flagship and customized stores, aiming to build an immersive "urban free lifestyle circle" [1] Group 3: Market Impact - Since its trial operation began in May 2025, the Friendship Store has generated significant buzz on social media, becoming a popular destination for influencers and trendsetters [1] - The store offers a full-time operational lifestyle scene, catering to various activities from morning coffee to cultural experiences and social gatherings [1]

Group 1 - Wangfujing Group has established a "421" strategic framework over its 70 years of development, focusing on four decades of foundation, two decades of chain expansion, and ten years of innovation [1] - The company transitioned from a single-store model to nationwide chain expansion from 1995 to 2015, and has since entered a phase of multi-format collaborative development, emphasizing outlet and shopping center formats [1] - The acquisition of a duty-free license in 2020 has allowed Wangfujing to implement a dual-driven strategy of "taxable + duty-free," marking a new phase of high-quality and composite development [1] Group 2 - In the outlet format, the "Wangfujing Bayli WELL TOWN" project is a flagship initiative with a current leasing progress of 95% [1] - The company has opened several benchmark projects in key cities such as Beijing, Foshan, Suzhou, Lhasa, and Linfen, with "Wangfujing Joy" positioned as a cultural landmark to meet the social and experiential needs of younger consumers [1] - Wangfujing Group is leveraging policy opportunities from the construction of Beijing's two zones, the international consumption center, and the Hainan Free Trade Port to expand its duty-free business into important markets like Harbin, Wuhan, and Changsha [2] Group 3 - The company is actively upgrading its existing properties, revitalizing older stores like the Friendship Store, which has transformed from a long-declining asset into a new consumer hotspot for young people [2] - The Xi'an Yongning store has been developed into a 24-hour multi-dimensional ecological attraction, while the Chang'an Shopping Mall has deepened its community center positioning, and the Shuang'an Shopping Mall has transitioned into a "quality community living space," all achieving significant results [2]

Core Viewpoint - The event "I am a Shareholder" held by Wangfujing aims to enhance interaction between investors and listed companies, promoting shareholder awareness and showcasing the high-quality development of Shanghai-listed companies [1] Group 1: Event Overview - The event took place on September 18, 2025, in Beijing, organized by Zhongyou Securities and guided by the Shanghai Stock Exchange [1] - Key representatives from Wangfujing, including the Vice President and CFO, participated in the event alongside over 20 investors [1] Group 2: Investor Engagement Activities - Investors visited the Wangfujing History Museum, which showcased the company's evolution from a century-old department store to a modern commercial group [3] - The event included a visit to the Peace Candy Bureau, highlighting the integration of traditional Beijing culture with modern consumer experiences [3] - A tour of the Yiyun Digital Art Center demonstrated Wangfujing's strategic focus on digital economy and innovative consumer experiences [3] Group 3: Investor Communication - During the investor discussion session, company executives addressed questions regarding operational status, financial data, and future development strategies [7] - Investors inquired about the outlet business and shopping center upgrades, with company representatives providing detailed responses [7] Group 4: Conclusion and Future Plans - The event concluded with a commemorative award presented to Wangfujing for its commitment to investor relations [9] - Investors expressed that the event enhanced their understanding of Wangfujing's operational status and growth potential, indicating a positive impact on their investment knowledge [11] - Zhongyou Securities plans to continue facilitating communication between investors and listed companies to support the long-term healthy development of the capital market [11]

Group 1 - The event "I am a Shareholder" was successfully held at Wangfujing, aiming to enhance interaction between investors and listed companies, in response to the new "National Nine Articles" policy [1] - The event included a visit to the Wangfujing corporate history museum, showcasing the company's evolution from a century-old department store to a modern commercial group [2] - Investors experienced cultural elements and modern consumption scenarios at the Peace Candy Bureau, which highlighted Wangfujing's cultural heritage and innovation [2] Group 2 - During the investor communication session, company representatives provided detailed answers regarding operational status, financial data, and future development strategies, addressing investor concerns [3] - Investors engaged in discussions about the outlet business and shopping center upgrades, with company executives responding to inquiries and sharing strategies for navigating the current industry cycle [3] - The event concluded with a commemorative award presented to Wangfujing for its commitment to investor relations management, emphasizing ongoing communication with investors [3] Group 3 - Participants expressed that the event deepened their understanding of Wangfujing's operational status and development potential, while also enhancing their investment knowledge [4] - The company plans to continue collaborating with the Shanghai Stock Exchange to create more opportunities for investor-company communication, promoting high-quality development stories [4]

Core Insights - The Bay Area project, developed by Wangfujing Group, is set to unveil by the end of the year, featuring a multi-functional cultural and commercial complex [1][3] - The total investment for the Bay Area project exceeds 10 billion yuan, with a development scale of approximately 500,000 square meters [1] - The project includes three main components: the NuoLan Hotel, Wangfujing WellTown, and Tingyun Town, with the hotel opening this autumn and the other two components debuting by year-end [1] Summary by Sections - **Investment and Development** The Bay Area project has a total investment exceeding 10 billion yuan and a development scale of around 500,000 square meters, focusing on three main components: NuoLan Hotel, Wangfujing WellTown, and Tingyun Town [1] - **Wangfujing WellTown Features** Wangfujing WellTown aims to redefine customer experiences by integrating outlet shopping with dining, entertainment, and cultural activities, featuring nearly 500 brands, with 50% being flagship or concept stores [3] - **Design and Accessibility** The project includes a seamless connection to the subway, with a six-story commercial space designed to enhance outdoor dining experiences and views of Universal Studios, alongside an art center for cultural events [5] - **Tingyun Town Design** Tingyun Town features an open street design, resembling a "micro-resort" surrounded by fountains and greenery, with plans to introduce live music venues, bars, and dining options to stimulate the night economy [5]