Core Viewpoint - Yonghui Supermarket Co., Ltd. plans to issue A-shares to specific investors to raise funds for store upgrades and logistics improvements, aligning with its strategic transformation towards "quality retail" [9][10]. Group 1: Issuance Overview - The total amount to be raised from the issuance is capped at 311,386.04 million RMB, with the net proceeds allocated to various projects [15][18]. - The issuance will involve no more than 35 specific investors, including securities investment funds, securities companies, and qualified foreign institutional investors [10][12]. - The final issuance price will be determined based on the average trading price of the company's shares over the 20 trading days prior to the pricing date, with a minimum price set at 80% of this average [12][13]. Group 2: Purpose and Use of Funds - The funds raised will primarily be used for upgrading 216 stores and enhancing logistics capabilities, which are crucial for the company's strategic direction [18][24]. - The store upgrade project aims to implement the "Pang Donglai model" to improve market image and service quality, thereby increasing customer satisfaction and sales [19][20]. - The logistics upgrade project will enhance the company's supply chain capabilities by introducing advanced automation and smart warehousing systems [25][26]. Group 3: Strategic Context - The retail industry is facing intensified competition, prompting companies like Yonghui to adapt by enhancing customer experience and product quality [9][10]. - The company has already completed upgrades in 31 stores, resulting in significant increases in customer traffic and sales [19][23]. - National policies are increasingly supportive of retail transformation, providing a favorable environment for projects aimed at improving service quality and operational efficiency [29][30].

证券代码：601933 证券简称：永辉超市 公告编号：2025-048 永辉超市股份有限公司 第六届董事会第六次会议决议公告 本公司及董事会全体成员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。 一、董事会会议召开情况 永辉超市股份有限公司（下称"公司"）第六届董事会第六次会议于 2025 年 际参与表决 9 人。本次会议符合《公司法》《公司章程》的规定。 二、董事会会议审议情况 本次会议采用记名投票方式，审议并通过了如下议案： （一）审议通过《关于调整公司 2025 年度向特定对象发行 A 股股票方案的 议案》 单位：万元 | 序号 | 项目名称 投资总金额 募集资金投资金额 | | --- | --- | | | 合计 637,607.99 399,207.99 | | | 在本次发行募集资金到位前，公司可根据募集资金投资项目的实际情况，以 | 自有或自筹资金先行投入，并在募集资金到位后按照相关法律、法规规定的程序 予以置换。 本次发行募集资金到位后，若扣除发行费用后的实际募集资金净额少于拟投 入募集资金总额，在本次发行募集资金投资项目范围内， ...

Core Viewpoint - The supervisory board of Yonghui Supermarket Co., Ltd. has expressed written review opinions regarding the adjustment of the company's 2025 plan for issuing A-shares to specific targets, affirming that the issuance aligns with the interests of the company and all shareholders [1][2][3] Group 1: Legal Compliance and Approval - The issuance plan complies with relevant laws and regulations, including the Company Law, Securities Law, and the Management Measures for the Registration of Securities Issuance by Listed Companies [1][2][3] - The pricing mechanism for the stock issuance is fair and does not harm the interests of the company or its shareholders, particularly minority shareholders [2][3] Group 2: Financial and Strategic Implications - The issuance aims to optimize the asset structure, enhance debt repayment capacity, improve cash flow, and further strengthen the company's competitive advantage, aligning with long-term development goals [1][3] - The supervisory board believes that the necessity of the issuance has been sufficiently demonstrated, and the proposed plan is feasible, fair, and reasonable, contributing to the company's sustainable development and market competitiveness [3]

证券代码：601933 证券简称：永辉超市 公告编号：2025-049 永辉超市股份有限公司 第六届监事会第五次会议决议公告 本公司及监事会全体成员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。 一、监事会会议召开情况 永辉超市股份有限公司（下称"公司"）第六届监事会第五次会议于 2025 年 9 月 1 日以现场结合通讯方式召开，出席本次会议的监事应参与表决 3 人， 实际参与表决 3 人。本次会议符合《公司法》《公司章程》的规定。 二、监事会会议审议情况 与会监事以记名投票的方式审议以下议案并形成决议如下： （一）审议通过《关于调整公司 2025 年度向特定对象发行 A 股股票方案的 议案》 根据《中华人民共和国公司法》《中华人民共和国证券法》以及《上市公司 证券发行注册管理办法》等法律法规及规范性文件的有关规定，并结合公司实际 情况，同意对 2025 年度向特定对象发行 A 股股票方案的部分内容进行如下调整： 调整前： 本次向特定对象发行 A 股股票募集资金总额不超过 399,207.99 万元（含本 数），募集资金总额在扣除发行费用后的净额 ...

证券代码：601933 证券简称：永辉超市 公告编号：2025-054 永辉超市股份有限公司 关于召开2025年第二次临时股东会的通知 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： (三)投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结合的方 式 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025 年 9 月 18 日 13 点 30 分 召开地点：福建省福州市鼓楼区湖头街 120 号光荣路 5 号院 6 楼会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 9 月 18 日 至2025 年 9 月 18 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过互联 网投票平台的投票时间为股东会召开当日的 9:15-15:00。 (六)融资融券、转融通、约定购回业务账户和沪股通投资者的投票 ...

Core Viewpoint - The announcement discusses the impact of the issuance of A-shares to specific investors on the company's immediate return and outlines measures to mitigate the dilution of returns for shareholders [1][5][9] Financial Impact Analysis - The company analyzed the effects of the stock issuance on key financial indicators, emphasizing that the assumptions used for calculations do not represent profit forecasts for 2025 [2][3] - The total share capital before the issuance was 9,075,036,993 shares, which will increase to 11,797,548,090 shares post-issuance [3] - Under three scenarios, the projected net profit attributable to shareholders for 2025 varies significantly, with the first scenario estimating a net profit of -481,143,116.48 yuan after the issuance [4][5] Scenarios for Net Profit and Earnings Per Share - Scenario 1: Net profit of -481,143,116.48 yuan, basic earnings per share of -0.05 yuan [4] - Scenario 2: Net profit of -384,914,493.18 yuan, basic earnings per share of -0.04 yuan [4] - Scenario 3: Net profit of -577,371,739.78 yuan, basic earnings per share of -0.06 yuan [4] Necessity and Reasonableness of the Issuance - The issuance is deemed necessary for upgrading stores, enhancing logistics, and improving working capital, aligning with the company's strategic development [6][8] - The company operates over 700 chain supermarkets across 29 provinces and municipalities, with a focus on quality retail and customer experience [7][8] Measures to Mitigate Dilution of Immediate Returns - The company will enhance the efficiency of fund usage and ensure that funds are used for designated projects [6][9] - Internal control management will be strengthened to ensure compliance with relevant laws and regulations [9] Commitment from Related Parties - The board and senior management have committed to ensuring the effectiveness of measures to mitigate the dilution of immediate returns, adhering to regulatory requirements [9]

Fundraising Plan - The company plans to raise a total of up to 311,386.04 million yuan through a targeted stock issuance, with the net amount after deducting issuance costs to be fully allocated to specific investment projects [1] - The total investment amount for the projects is 468,829.86 million yuan, indicating a significant commitment to enhancing operational capabilities [1] Store Upgrade Project - The company aims to upgrade 216 stores using the "Fat Donglai model," focusing on improving market image, service quality, and overall consumer experience [2][3] - The total investment for this project is 397,929.14 million yuan, with 240,485.32 million yuan sourced from the raised funds [2] - The project is a strategic response to the challenges posed by e-commerce and changing consumer preferences, with 75% of surveyed supermarkets reporting sales growth post-upgrade [2][3] Product Structure Optimization - The project will enhance product diversity and quality, focusing on increasing the proportion of imported brands and ready-to-eat products to meet evolving consumer demands [4][5] - The aim is to improve customer loyalty and repurchase rates through a comprehensive upgrade of product offerings [4] Service Quality and Customer Experience - The company is committed to enhancing service quality and customer experience by optimizing store layouts and introducing modern facilities [5][6] - The upgrades will address issues such as inefficient space utilization and outdated displays, thereby improving overall operational quality and brand influence [5][6] Logistics and Warehouse Upgrade Project - The company plans to expand and upgrade its logistics and warehouse centers, introducing advanced technologies such as automated sorting lines and smart storage systems [7][8] - The total investment for this project is 30,900.72 million yuan, fully funded by the raised capital [8] - The upgrades aim to enhance supply chain efficiency and support the company's quality retail strategy by improving logistics capabilities [9][10] Financial Strategy - The company intends to allocate up to 40,000.00 million yuan of the raised funds to supplement working capital or repay bank loans, which is crucial for maintaining financial stability [15][16] - As of June 30, 2025, the company has a total debt of 299.59 billion yuan, with a debt-to-asset ratio of 88.2%, indicating a need for improved financial management [16]

Core Viewpoint - Yonghui Supermarket Co., Ltd. has revised its plan for the issuance of A-shares to specific investors for the year 2025, adjusting the fundraising scale and the number of stores to be renovated [1][2][3] Summary by Sections Section 1: Revision of A-Share Issuance Plan - The total amount of funds raised through the issuance of A-shares has been modified from CNY 399,207.99 million to a new limit [1][2] - The total investment for the store renovation project has been reduced from CNY 559,707.27 million to CNY 397,929.14 million [1][2] - The amount allocated for "supplementing working capital or repaying bank loans" has been adjusted from CNY 47,000.00 million to CNY 40,000.00 million [1][3] - The number of stores planned for renovation has been decreased from 298 to 216 [1][3] Section 2: Feasibility Analysis of Fund Usage - The feasibility analysis report for the use of funds raised through the A-share issuance has been updated to reflect the changes in the number of stores [2][3] Section 3: Issuance Scheme Justification Report - The issuance scheme justification report has been revised based on the adjusted fundraising scale and the financial data from the 2025 semi-annual report [2][3] Section 4: Dilution of Immediate Returns - The company has revised the content related to the dilution of immediate returns and measures to compensate for this dilution, in light of the adjustments made to the fundraising scale and the latest financial data [2][3]

Core Viewpoint - The independent directors of Yonghui Supermarket Co., Ltd. have reviewed and approved the revised proposal for the issuance of A-shares to specific targets for the year 2025, deeming it compliant with relevant laws and beneficial for the company's development and shareholder interests [1][2][3][4]. Group 1: Issuance Proposal - The independent directors agree that the adjusted proposal for the issuance of A-shares to specific targets in 2025 is reasonable, feasible, and aligns with the company's actual situation and development needs [1]. - The revised proposal meets the company's business development and funding requirements for investment projects, enhancing core competitiveness and profitability, thus benefiting all shareholders, especially minority shareholders [2]. - The feasibility analysis report for the use of funds raised from the A-share issuance is thorough and aligns with national policies and the company's long-term goals [2][3]. Group 2: Analysis and Commitments - The analysis report on the necessity of the securities issuance and the appropriateness of the selection criteria for the issuance targets is comprehensive and well-justified [3]. - The company has conducted a careful analysis of the impact of the issuance on immediate returns and has proposed specific measures to compensate for any dilution of returns, with commitments from relevant parties to fulfill these measures [3][4].

Core Viewpoint - Yonghui Supermarket announced a reduction in the fundraising scale for its A-share issuance, adjusting the total amount from 39.92 billion to 31.14 billion yuan, reflecting a strategic response to recent store performance and shareholder interests [1] Fundraising and Investment Adjustments - The total investment for store upgrade projects has been revised from 55.97 billion to 39.79 billion yuan [1] - The amount allocated for fundraising for the store upgrade project has been adjusted from 32.13 billion to 24.05 billion yuan [1] - The total investment and fundraising amount for working capital or bank loan repayment projects have been reduced from 4.7 billion to 4 billion yuan [1] Store Renovation Plans - The number of stores to be renovated using the raised funds has been decreased from 298 to 216 [1] - Remaining stores will be renovated using the company's own funds [1] Governance and Approval - The proposals will be submitted for approval at the upcoming shareholders' meeting [1]