Meeting Details - The shareholders' meeting of Gansu Guofang Industry and Trade (Group) Co., Ltd. was held on July 16, 2025, in Lanzhou [1] - The meeting was convened by the board of directors and chaired by Chairman Zhang Huiyang [1] - The voting method combined on-site and online voting, complying with relevant laws and regulations [1] Attendance and Voting Results - The meeting had a high attendance rate, with A-share shareholders voting overwhelmingly in favor of the proposals [1][2] - Proposal voting results showed that 99.8815% of A-share shareholders approved the first proposal, with only 0.0633% opposing [1] - The second proposal also received 99.8807% approval from A-share shareholders [1] - The proposal regarding leasing related party commercial properties received 80.1553% approval [2] Legal Compliance - The lawyers present confirmed that the meeting's procedures complied with the Company Law and relevant regulations, ensuring the legality of the voting process and results [2]

证券代码：601086 证券简称：国芳集团 公告编号：2025-041 甘肃国芳工贸（集团）股份有限公司 2025年第一次临时股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一) 股东大会召开的时间：2025 年 7 月 16 日 (二) 股东大会召开的地点：兰州市城关区广场南路 4-6 号公司会议室 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 1,091 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 506,294,700 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 76.6781 | | 份总数的比例（%） | | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况 等。 本次股东大会由甘肃国芳工贸（集团）股份有限公司（以下简称"公司"） 董事会召集，由董事长张辉阳先生主持。本次股东大会 ...

国浩律师（上海）事务所 关 于 甘肃国芳工贸（集团）股份有限公司 2025 年第一次临时股东大会的 法律意见书 上海市静安区山西北路 99 号苏河湾中心 25-28 层 邮编：200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai, China 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 21 5243 3320 网址/Website: http://www.grandall.com.cn 2025 年 7 月 致：甘肃国芳工贸（集团）股份有限公司 国浩律师（上海）事务所（以下简称"本所"）接受甘肃国芳工贸（集团）股 份有限公司（以下简称"公司"）委托，指派周邯律师、李扬律师（以下简称"本 所律师"）见证公司 2025 年第一次临时股东大会（以下简称"本次股东大会"）。 本所律师根据《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》等法律、法规、部门规章和规范性文件以及《甘肃国芳工贸（集团）股 份有限公司章程》（以下简称《公司章程》）的规定，就公司股东大 ...

Meeting Details - The shareholder meeting of Gansu Guofang Industrial Trade (Group) Co., Ltd. is scheduled for July 16, 2025, at 14:00 [1] - The meeting will be held at the company's conference room located at 15th Floor, No. 4-6, South Square Road, Chengguan District, Lanzhou, Gansu Province [1] - The meeting will include both on-site and online voting through the Shanghai Stock Exchange voting system [2][3] Agenda - The agenda includes the announcement of the number of shareholders present and their voting rights, reading of the meeting rules, and discussion of non-cumulative voting proposals [1] - Shareholders will have the opportunity to vote on the proposed resolutions, followed by counting and announcing the results [1][2] Voting Procedures - Voting will be conducted through both on-site and online methods, with specific time slots for each [2][3] - Shareholders must present identification and relevant documents for registration [2] - Voting results will be counted by designated representatives and announced during the meeting [3] Proposed Amendments - The company plans to amend its Articles of Association to eliminate the supervisory board, transferring its responsibilities to the audit committee of the board of directors [4][5] - The amendments are in accordance with the revised Company Law of the People's Republic of China effective from July 1, 2024 [4][5] Articles of Association Revisions - The revisions will include changes to the Articles of Association and related rules, specifically abolishing the rules governing the supervisory board [6][7] - The amendments aim to enhance corporate governance and align with new legal requirements [4][5][6] Shareholder Rights - Shareholders will retain rights to vote, propose, and participate in the decision-making processes of the company [18][19] - The company emphasizes the importance of maintaining order and protecting the rights of all shareholders during the meeting [4][5]

甘肃国芳工贸（集团）股份有限公司 甘肃国芳工贸（集团）股份有限公司 601086 2025 年第一次临时股东大会 会议资料 二〇二五年七月十六日 0 | 目录 | | --- | | 2025 | 年第一次临时股东大会会议议程 2 | | --- | --- | | 2025 | 年第一次临时股东大会会议须知 3 | | 议案一：关于修订《公司章程》及附件的议案 | 5 | | 议案二：关于修订和制定公司制度的议案 45 | | | 附件：《股东会网络投票管理制度》 47 | | | 附件：《关于规范与关联方资金往来的管理制度》 | 52 | | 附件：《独立董事工作细则》 55 | | | 附件：《关联交易管理制度》 64 | | | 附件：《对外担保管理制度》 74 | | | 附件：《对外投资管理制度》 79 | | | 附件：《募集资金管理制度》 85 | | | 附件：《累积投票制实施细则》 93 | | | 附件：《董事、高级管理人员薪酬管理办法》 | 97 | 甘肃国芳工贸（集团）股份有限公司 2025 年第一次临时股东大会会议议程 会议时间： （1）现场会议召开时间：2025 年 7 月 16 ...

Core Viewpoint - The announcement reveals the share reduction plans of the controlling shareholders of Guofang Group, indicating personal financial needs while ensuring that the company's control and governance structure remain unaffected [1][2]. Shareholding Structure - Zhang Guofang, a controlling shareholder, holds 280,500,000 shares, representing 42.12% of the total share capital, all acquired before the IPO [1]. - Zhang Huiyang, another controlling shareholder, holds 43,037,000 shares, accounting for 6.46% of the total share capital, with shares acquired before the IPO and through personal investment post-IPO [1]. Reduction Plans - Zhang Guofang plans to reduce his holdings by up to 6,660,000 shares, not exceeding 1% of the total share capital, which is 2.37% of his pre-reduction holdings, with the sale price based on market conditions [2]. - Zhang Huiyang intends to reduce his holdings by up to 2,987,000 shares, not exceeding 0.45% of the total share capital, which is 6.94% of his pre-reduction holdings, also with the sale price based on market conditions [2]. Control and Governance Impact - The planned share reductions will not lead to a change in the company's control and will not significantly impact its governance structure or ongoing operations [2]. Pledged Shares - As of the latest report, the combined shareholding of Zhang Guofang, Zhang Chunfang, Zhang Hui, and Zhang Huiyang is 50,298,700 shares, representing 75.52% of the total shares, with 12,018,000 shares pledged, accounting for 23.89% of their total holdings and 18.05% of the total share capital [3][4].

甘肃国芳工贸（集团）股份有限公司 控股股东、实际控制人之一及其一致行动人兼董事长 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。 证券代码：601086 证券简称：国芳集团 公告编号：2025-040 重要内容提示： 控股股东、实际控制人之一及其一致行动人兼董事长持股的基本情况 1、本次减持计划实施前，控股股东、实际控制人之一张国芳先生持有甘肃 国芳工贸（集团）股份有限公司（以下简称"公司"）无限售流通股份 280,500,000 股，有限售流通股份 0 股，合计持有 280,500,000 股，占公司总股本 42.12%。上 述股份来源于公司首次公开发行股票（以下简称"IPO"）前取得的股份。 2、本次减持计划实施前，控股股东及实际控制人一致行动人兼董事长张辉 阳先生持有公司无限售流通股份 43,037,000 股，有限售流通股份 0 股，合计持有 43,037,000 股，占公司总股本 6.46%。上述股份来源于公司 IPO 前取得的、以及 上市后 2021 年个人以自有资金通过集中竞价方式增持 ...

Core Viewpoint - The controlling shareholder and chairman of Guofang Group plan to reduce their holdings in the company, which will not affect the company's control or governance structure [1] Summary by Relevant Sections Shareholder Reduction Plan - The controlling shareholder Zhang Guofang intends to reduce his holdings by up to 6.66 million shares, representing 1% of the total share capital, with a minimum selling price at the issuance price [1] - Chairman Zhang Huiyang plans to reduce his holdings by up to 2.987 million shares, accounting for 0.45% of the total share capital, also with a minimum selling price at the issuance price [1] Reason for Reduction - The reason for the share reduction is personal funding needs [1] Timeline and Impact - The reduction period is set from July 25, 2025, to October 24, 2025 [1] - This reduction plan will not lead to a change in the company's control and will not have a significant impact on the company's governance structure or ongoing operations [1]

General Provisions - The company aims to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][2] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 666 million [2][3] Business Objectives and Scope - The company's business objective is market-oriented and efficiency-centered, aiming to provide high-quality products and services while maximizing economic and social benefits for shareholders [4] - The approved business scope includes wholesale and retail of various products such as books, food, clothing, and household appliances [4] Shares - The company's shares are issued in the form of stocks, with each share having equal rights [5][6] - The total number of shares issued by the company is 666 million, all of which are ordinary shares [7][8] Shareholder and Shareholder Meeting - Shareholders have rights to dividends, participate in meetings, supervise the company's operations, and access company documents [16][17] - The company must hold an annual general meeting within six months after the end of the fiscal year [50] Board of Directors and Management - The company has established a board of directors responsible for major decisions and management oversight [3][4] - The board must ensure compliance with laws and regulations, and shareholders can request legal action against directors for violations [18][19] Party Organization - The company has established a Party Committee to ensure the implementation of the Party's policies and to play a leading role in corporate governance [13][14] Financial Accounting and Auditing - The company must maintain a financial accounting system and conduct internal audits to ensure transparency and accountability [8] Amendments to the Articles - The articles of association can be amended according to the procedures set forth in the Company Law and the company's regulations [10][11]

Core Viewpoint - The announcement discusses the increase in expected daily related transactions for 2025 by Gansu Guofang Industrial and Trade (Group) Co., Ltd, emphasizing that these transactions are necessary for normal business operations and will not adversely affect the company's financial status or independence [1][2][3]. Summary of Related Sections Daily Related Transactions Overview - The board of directors approved the increase in expected daily related transactions for 2025, following a meeting where non-related directors unanimously agreed on the proposal, ensuring compliance with legal regulations [1][2]. - Independent directors confirmed that the related transactions align with the company's long-term development strategy and are conducted on fair and equitable terms, protecting the interests of all shareholders, especially minority shareholders [2][3]. Details of Increased Related Transactions - The expected amount for the increased related transactions includes a labor cost of 4.39 million yuan for the renovation of the Baiyin World Trade Center store, with pricing based on market principles and fair negotiation [4][5]. - The related party involved, Gansu Runfeng Construction Engineering Co., Ltd, is controlled by the sister of the company's actual controller, ensuring a clear relationship and compliance with regulations [5]. Purpose and Impact of Related Transactions - The daily related transactions are essential for the company's business development and will continue to occur in future operations, adhering to fair pricing policies that do not harm the interests of the company or its shareholders [6][7]. - The implementation of these transactions will not negatively impact the company's independence or create dependency on related parties [7].