法律意见书 浙江天册律师事务所 关于 百大集团股份有限公司 2025 年第二次临时股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 下 天册律师事务所 法律意见书 浙江天册律师事务所 法律意见书 编号:TCYJS2025H1256 号 致:百大集团股份有限公司 浙江天册律师事务所(以下简称"本所")接受百大集团股份有限公司(以 下简称"百大集团"或"公司")的委托,指派本所律师参加公司2025年第二次 临时股东大会,并根据《中华人民共和国证券法》(以下简称"《证券法》")、 《中华人民共和国公司法》(以下简称"《公司法》")和《上市公司股东会规 则》(以下简称"《股东会规则》")等法律、法规和其他有关规范性文件的要 求出具本法律意见书。 在本法律意见书中,本所律师仅对本次股东大会召集、召开程序、出席人员 的资格、召集人的资格、表决程序及表决结果的合法有效性发表意见,不对会议 所审议的议案内容和该等议案中所表述的事实或数据的真实性和准确性发表意见。 本法律意见书仅供公司 2025年第二次临时股东大会 ...

Group 1 - Leshan Electric achieved operating revenue of 1.623 billion yuan, a year-on-year increase of 1.94%, and a net profit of 7.9031 million yuan, a year-on-year decrease of 14.55% [1] - Zhimingda reported operating revenue of 295 million yuan, a year-on-year increase of 84.83%, and a net profit of 38.3 million yuan, a year-on-year increase of 2147.93% [2] - Dahu Co. reported operating revenue of 426 million yuan, a year-on-year decrease of 14.40%, and a net loss of 2.5716 million yuan, an improvement from a loss of 13.7824 million yuan in the same period last year [3] - Yubang Electric expects a net profit of 21.2 million to 25 million yuan, a year-on-year decrease of 35.47% to 45.28% [4] - Zhejiang Securities achieved operating revenue of 6.512 billion yuan, a year-on-year decrease of 18.60%, and a net profit of 1.149 billion yuan, a year-on-year increase of 46.54% [5] - Huashu Media reported operating revenue of 4.435 billion yuan, a year-on-year increase of 2.07%, and a net profit of 254 million yuan, a year-on-year increase of 4.63% [7] Group 2 - Sinopec reported oil and gas equivalent production of 262.81 million barrels, a year-on-year increase of 2%, and crude oil processing volume of 119.97 million tons, a year-on-year decrease of 5.3% [8] - Hengrui Medicine's subsidiary received approval for clinical trials of HRS8179, aimed at reducing brain edema after stroke [8] - Hengrui Medicine's subsidiary also received approval for clinical trials of HRS-1893, intended for treating heart failure with preserved ejection fraction [8] - Wanfu Co. announced a plan to reduce its stake by up to 2% through block trading [10] - Biological Co. received a warning letter from the Inner Mongolia Securities Regulatory Bureau for inaccuracies in financial reporting [11] - Zhujiang Co. reported a signed construction area of 47.1432 million square meters across 396 projects [13] Group 3 - Watson Bio received a patent for a peptide delivery system for RNA drugs [15] - Sanwei Chemical signed 31 new contracts worth 335 million yuan in the second quarter [17] - Shenzhou Cell's SCT640C injection received approval for clinical trials for rheumatoid arthritis [18] - Xinjiang Jiaojian reported new contracts worth 1.434 billion yuan in the second quarter [19] - Lais Information plans to use 550 million yuan of idle funds for cash management [21] - Zhongqi New Materials signed a mining rights transfer contract, increasing production capacity [22] Group 4 - Hengtong Optic-Electric won multiple marine energy projects worth 1.509 billion yuan [24] - China State Construction signed new contracts totaling 2.501 trillion yuan in the first half of the year [26] - David Medical's ventilator product registration application has been accepted [28] - Tianhai Defense's subsidiary signed a construction contract worth 16.224 million yuan [29] - Nantian Information plans to sign a procurement framework contract worth 58.27 million yuan with its controlling shareholder [31] - Baida Group announced a plan to reduce its stake by up to 3% [32] Group 5 - Jinli Permanent Magnet plans to issue $117.5 million in convertible bonds [34] - Haizheng Pharmaceutical's fumarate bedaquiline raw material drug application has been approved [36] - Huatai passed the advanced intelligent factory re-evaluation in Anhui Province [37] - Everbright Bank's shareholder increased its stake from 7.08% to 8% [40] - Supor reported total operating revenue of 11.478 billion yuan, a year-on-year increase of 4.68%, and a net profit of 940 million yuan, a year-on-year decrease of 0.07% [41] - Qianjin Pharmaceutical's subsidiaries received registration certificates for two drugs [42]

证券代码：600865 证券简称：百大集团 公告编号：2025-036 百大集团股份有限公司 持股 5%以上股东减持股份计划公告 本公司董事会、全体董事及相关股东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： 公司近日收到西子联合出具的《股份减持计划告知函》，现将有关减持计划 的具体内容公告如下： | 一、减持主体的基本情况 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 股东名称 | 西子联合控股有限公司 | | | | | | | | 控股股东、实控人及一致行动人 | | | | □是 | √否 | | | | 直接持股 | 5%以上股东 | √是 | □否 | | | | | | 股东身份 | | | | | | | | | 董事、监事和高级管理人员 | | | □是 | √否 | | | | | 其他：无 | | | | | | | | | 持股数量 | 56,861,967股 | | | | | | | | 持股比例 15.11% | ...

证券代码：600865 证券简称：百大集团 公告编号：2025-036 百大集团股份有限公司 持股 5%以上股东减持股份计划公告 本公司董事会、全体董事及相关股东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： 公司近日收到西子联合出具的《股份减持计划告知函》，现将有关减持计划 的具体内容公告如下： | 股东名称 | 西子联合控股有限公司 | | | | --- | --- | --- | --- | | 股东身份 | 控股股东、实控人及一致行动人 | □是 | √否 | | | 直接持股 5%以上股东 | √是 | □否 | | | 董事、监事和高级管理人员 | □是 | √否 | | | 其他：无 | | | 一、减持主体的基本情况 1 持股 5%以上股东持股的基本情况：截至本公告披露日，西子联合控股有限公 司（以下简称"西子联合"）持有百大集团股份有限公司（以下简称"公司"） 56,861,967 股股份，占公司总股本的 15.11%。西子联合与其一致行动人陈 桂花合计持有公司 69,111,709 股股份，占公司总股本的 18 ...

Core Viewpoint - The company has entered into a long-term lease agreement with Hang Lung Business Operation (HK) Limited for the management and operation of the Hangzhou Department Store, which is expected to enhance the property value and provide stable rental income for the company [1][4]. Group 1: Transaction Overview - The company has entrusted the management of the Hangzhou Department Store to Zhejiang Intime Department Store Co., Ltd. until February 29, 2028, after which the property will be leased to Hang Lung Business Operation (HK) Limited for commercial services [1]. - The lease agreement covers a total area of approximately 42,000 square meters, with a lease term of 20 years starting from the delivery date, which is tentatively set for April 1, 2028 [2][3]. - The rental fee is set at RMB 37.5 million per quarter, with a 4.5% increase every three years, and the landlord will waive three months of rent in the first two years [3]. Group 2: Financial Impact - Hang Lung Properties, the parent company of the lessee, reported total revenue of HKD 11.242 billion and a net profit attributable to shareholders of HKD 2.153 billion for the year ending December 31, 2024 [1]. - The transaction is expected to positively impact the company's future revenue and profit, aligning with the interests of all shareholders [3]. Group 3: Contractual Details - The lease agreement includes a guarantee from Hang Lung Properties for the lessee's payment obligations, with a maximum guarantee amount of RMB 763.5 million [3]. - The contract will take effect upon approval by the company's shareholders and will not constitute a related party transaction or a major asset restructuring [4].

2025 年第二次临时股东大会资料 百大集团股份有限公司 2025 年第二次临时股东大会资料 1 时间：2025 年 7 月 31 日 14:30 地点：杭州市临平区南苑街 22 号西子国际 2 号楼 34 楼会议室 2025 年第二次临时股东大会资料 百大集团股份有限公司 2025 年第二次临时股东大会议程 2 一、主持人宣布会议开始 二、听取大会议案 1、关于签署重大租赁合同的议案 三、股东代表就议案发言或提问 四、进行投票表决 五、宣读现场表决结果 六、见证律师宣读法律意见书 七、宣读本次股东大会决议 2025 年第二次临时股东大会资料-议案 1 关于签署重大租赁合同的议案 各位股东及与会代表： 百大集团股份有限公司（以下简称"公司"或"出租方"）已将杭州百货大楼委 托给浙江银泰百货有限公司运营管理至 2028 年 2 月 29 日。公司拟在委托管理期限 届满后，将杭州百货大楼所在物业出租给 Hang Lung Business Operation (HK) Limited（以下简称"承租方"），用于经营商业服务用途。具体交易内容如下： 一、交易对手方暨承租方基本情况 1、工商登记信息 企业名称： Ha ...

Investment Dynamics - LVMH Luxury Ventures has made a minority stake investment in the French knitwear brand Molli, marking the brand's first external investment since its relaunch [3] - The investment is expected to help Molli regain market share with LVMH's strong resources and support [3] - 百大集团 has announced a 20-year lease agreement with 恒隆地产 for its Hangzhou department store, with total rent exceeding 30 billion yuan, enhancing future cash flow for 百大集团 [5] Acquisition Dynamics - Ferrero is acquiring General Mills for $3.1 billion to expand its presence in the U.S. market, indicating a merger of two companies with strong consumer loyalty [8] - Amancio Ortega, founder of Zara, has purchased a boutique hotel in Paris for $113 million, aiming to capitalize on the recovery of the high-end tourism sector [9] Listing Dynamics - Tasting is undergoing a series of equity changes and capital increases, likely preparing for a potential listing in Hong Kong, which is seen as more favorable for restaurant valuations [13] Retail Dynamics - Tiffany & Co. has opened its largest flagship store in Asia in Tokyo, featuring Japan's first Blue Box Café, marking a significant renovation since being acquired by LVMH [16][17] Partnership Dynamics - Starbucks China has partnered with China Eastern Airlines to launch a joint membership program for 160 million Starbucks members, enhancing customer experience in a competitive market [19] Personnel Dynamics - Hemant Rupani has been appointed as the CEO of HCCB, bringing extensive experience from Mondelēz International, which is expected to ensure smooth business transitions [22] - Kenvue announced the departure of CEO Thibaut Mongon, with Kirk Perry stepping in as interim CEO amid pressures from investors for structural changes [25] - Priya Nair has been appointed as the new CEO of Hindustan Unilever, signaling a strong intent to revitalize growth in the second-largest market for the parent company [29]

Core Viewpoint - The announcement by Baida Group regarding the leasing of its properties to Hang Lung Properties marks a significant shift in the competitive landscape of the Wulin business district and the broader Hangzhou market [1][2][3] Group 1: Company Developments - Baida Group plans to lease approximately 42,000 square meters of its properties, currently known as Wulin Yintai B and C Halls, to Hang Lung Properties for a term of 20 years starting from April 1, 2028 [1][3] - The annual rent for the leased properties is set at 150 million RMB, with a rental increase of 4.5% every three years [3][4] - This partnership signifies a transition from competition to collaboration between Baida Group and Hang Lung Properties, as both companies aim to enhance their market presence [3][4] Group 2: Market Implications - The leasing agreement is expected to intensify competition in the Wulin business district, especially with the upcoming opening of Hang Lung Plaza, which is projected to have a retail occupancy rate of around 70% [4][6] - The future of Wulin Yintai B and C Halls' tenants remains uncertain as the management agreement with Yintai will expire in February 2028, raising questions about tenant arrangements post-lease [7][8] - The overall commercial landscape in Hangzhou is anticipated to see significant changes, with an estimated 1.28 million square meters of new commercial space expected to open by 2025 [9][10] Group 3: Competitive Landscape - The entry of Hang Lung Plaza, alongside the existing competition from high-end retailers like Hangzhou Tower, indicates a new phase in the luxury retail sector in Hangzhou [5][6] - The collaboration between Baida Group and Hang Lung Properties is seen as a catalyst for further innovations and changes in the commercial sector, as businesses adapt to the evolving market dynamics [9][10] - The competitive environment is characterized by a mix of new openings and closures, with some malls struggling to maintain viability amid increasing competition [9][10]

Core Viewpoint - Hang Lung Group is making a significant investment in the luxury market of Hangzhou by signing a major leasing contract for the Hangzhou Department Store, indicating a strategic move to strengthen its presence in the high-end retail sector [2][5][11]. Group 1: Leasing Agreement Details - The leasing contract involves the property located at 546 Yan'an Road, Hangzhou, with a total area of approximately 42,000 square meters, set to be leased to Hang Lung Business Operation (HK) Limited for 20 years starting from April 1, 2028 [5][6]. - The rental fee is set at RMB 37.5 million per quarter, with a 4.5% increase every three years, amounting to a total rental payment of over RMB 3 billion over the 20-year period [5][8]. - The rental agreement includes a rent waiver for the first two years, allowing for three months of rent to be waived each year [5][6]. Group 2: Market Context and Competition - The luxury retail market in Hangzhou is competitive, with established players such as Hangzhou Tower, Hangzhou MixC, and Lakeside Yintai in77, all of which have reported significant sales figures [14][16][18]. - Hangzhou Tower achieved sales of RMB 14 billion in 2023, while Hangzhou MixC reported sales of RMB 11.2 billion in the same year, indicating a robust luxury market [16][18]. - The upcoming Hang Lung Plaza, located near the leased property, is expected to create a combined luxury retail space of over 300,000 square meters, further intensifying competition in the area [11][29]. Group 3: Strategic Implications for Hang Lung - Hang Lung's decision to invest heavily in Hangzhou reflects its confidence in the city's economic potential, driven by a strong consumer base and a favorable business environment [31][35]. - The company has a history of successful operations in mainland China, with a significant portion of its revenue derived from retail leasing, which underscores its strategic focus on high-end commercial properties [30][35]. - The expansion in Hangzhou is part of a broader strategy to enhance its market position in key cities, leveraging its existing assets and brand reputation to capture a larger share of the luxury retail market [35].

Group 1 - Seli Medical's therapeutic hypertension vaccine project faces significant uncertainty despite recent market interest, with a 2024 revenue of 26,800 yuan and a net loss of 2,382,300 yuan [3] - Renfu Pharmaceutical's shareholder plans to increase their stake with a loan commitment of up to 750 million yuan, aiming to acquire 1% to 2% of the company's shares at a maximum price of 25.53 yuan per share [4] - China Northern Rare Earth's third-quarter trading price for rare earth concentrate is set at 19,109 yuan per ton, with price adjustments based on REO percentage changes [7][9] Group 2 - Saisir expects a net profit increase of 66.2% to 96.98% for the first half of 2025, driven by new product launches and improved sales [13] - WuXi AppTec anticipates a 44.43% increase in adjusted net profit for the first half of 2025, with revenue expected to reach approximately 20.799 billion yuan [15] - Yiyuan Communication forecasts a 121.13% increase in net profit for the first half of 2025, capitalizing on the growth of 5G and AI technologies [16] Group 3 - Longqing Co. expects a net profit increase of 106.02% to 131.77% for the first half of 2025, attributed to production capacity release and cost reduction [17] - Guosheng Financial Holdings predicts a net profit increase of 236.85% to 394.05% for the first half of 2025, supported by improved brokerage and investment banking performance [18] - Dali Long anticipates a net profit increase of 162.38% to 249.84% for the first half of 2025, driven by market expansion and operational efficiency [19] Group 4 - Tianbao Infrastructure expects a staggering net profit increase of 1581.8% to 2329.27% for the first half of 2025, largely due to a significant tax refund [20] - China Shipbuilding anticipates a net profit increase of 98.25% to 119.49% for the first half of 2025, benefiting from improved production efficiency and order structure [21] - Shanghai Xiba expects a net profit increase of 136.47% to 181.85% for the first half of 2025, influenced by non-recurring income [22] Group 5 - *ST Yanzhen reports a total of 53.773 million shares accepted in a tender offer, representing 20.47% of total equity, with a new major shareholder emerging [12] - Shanghai Mechanical and Electrical's major shareholder has received approval for a share transfer that will not change the company's control [10] - Good Products plans to suspend trading due to a potential change in control, with a suspension expected for no more than two trading days [11]