北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于新疆汇嘉时代百货股份有限公司 2026 年第二次临时股东会的 法律意见书 国枫律股字[2026] A0035 号 致：新疆汇嘉时代百货股份有限公司（贵公司） 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见 证贵公司 2026 年第二次临时股东会（以下简称"本次会议"）。 本所律师根据《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》（以下简称"《证券法》"）、《上市公司股东会规则》《律师事务 所从事证券法律业务管理办法》（以下简称"《证券法律业务管理办法》"）、《律师事务所 证券法律业务执业规则（试行）》（以下简称"《证券法律业务执业规则》"）等相关法律、 行政法规、规章、规范性文件及《新疆汇嘉时代百货股份有限公司章程》（以下简称"《公 司章程》"）的规定，就本次会议的召集与召开程序、召集人资格、出席会议人员资格、 会议表决程序及表决结果等事宜，出具本法律意见书。 对本法律 ...

Core Viewpoint - The article emphasizes the integration of AI applications in retail as a key driver for consumption growth and economic transformation in China, supported by government policies and market dynamics [1]. Group 1: Policy and Market Dynamics - The "14th Five-Year Plan" prioritizes boosting consumption as a core strategy for expanding domestic demand and transforming economic growth models [1]. - Multiple policy documents, such as the "Artificial Intelligence +" action plan, have been released to promote the deep integration of AI with consumer scenarios [1]. Group 2: Company Overview - HuiJia Times (603101.SH) is leveraging AI-driven digital transformation to establish itself as a benchmark in regional retail [2]. - The company reported a net profit of 80.41 million yuan and a net cash flow from operating activities of 282 million yuan for the first three quarters of 2025, indicating strong financial health to support its transformation efforts [2]. Group 3: AI Application and Data Management - HuiJia Times has implemented an AI operational management system that provides core data support for retail efficiency and decision-making through comprehensive data coverage, real-time data capture, and a large data pool [2][3]. - The company has adopted the smart collaboration platform Feishu across 24 stores to enhance online collaboration and streamline operations [3]. Group 4: Supply Chain and Operational Efficiency - The company is developing a smart supply chain tailored to regional characteristics, enhancing procurement, warehousing, and distribution processes [3]. - AI technologies are applied in various operational aspects, including intelligent contract verification and inventory management, significantly improving efficiency [3]. Group 5: Retail Format and Consumer Engagement - HuiJia Times has launched its first instant retail model, integrating online and offline channels, which has led to a significant increase in sales [4]. - AI technology is utilized to analyze consumer trends and preferences, enabling personalized marketing and improving customer experience [4]. Group 6: Future Outlook - The company aims to deepen AI applications across all operational scenarios, contributing to high-quality development in the Xinjiang retail sector while maintaining its leading position [5]. - The integration of AI with retail scenarios is expected to unlock further growth potential for HuiJia Times amid the consumption upgrade trend [5].

Investment Rating - The industry investment rating is "Buy" [2] Core Insights - The hard discount market in China is entering a golden development period with significant growth potential, as the penetration rate is only about 8%, compared to 42% in Germany and 31% in Japan. The expected compound annual growth rate (CAGR) for the next decade is 5.6%, significantly higher than traditional retail formats like hypermarkets [6][35]. - The essence of hard discounting lies in the deep restructuring of the supply chain, focusing on a limited number of SKUs (1500-2000 core items) and a high proportion of private label products (up to 90%) to achieve structural cost reductions [6]. - The domestic operational model is evolving from the "631" model, which emphasizes fresh produce, to the "523" model, which balances product effectiveness and consumer scenarios, optimizing profitability by increasing the share of ready-to-eat (3R) foods [6]. - Local players are leveraging digital empowerment and scalable replication, with companies like Super Box NB utilizing Alibaba's ecosystem to achieve structural cost reductions and increase private label share to over 60% [6]. - Global giants like Aldi are adapting their strategies to the Chinese market, maintaining high private label ratios and efficient management, achieving a gross margin of around 20% and daily sales per store of 105,000 to 110,000 yuan [6]. - Investment recommendations focus on retail companies that return to the essence of retail, emphasizing supply chain sovereignty, operational efficiency, and consumer trust. Key recommendations include Yonghui Supermarket, Huijia Times, and Chongqing Department Store, with a watch on Bubu Gao and Jiajiayue [6]. Summary by Sections Industry Background - Discount retail is not merely a price war; it aims to provide quality products at lower prices by stripping away brand premiums and reducing unnecessary costs in traditional retail channels [15]. - Hard discounting is characterized by a systematic restructuring of the traditional retail value chain, focusing on high cost-performance ratios [19]. Development History of Hard Discount Supermarkets - The hard discount model originated in post-war Germany, with Aldi establishing the low-price principle in 1948, leading to the emergence of a dual oligopoly in the German market [22]. - The U.S. market saw the rise of membership warehouse stores like Costco, which integrated low-price strategies with membership fees [23]. Market Landscape - Hard discounting has become a significant force in global retail, with a projected 12.6% share in the top 50 global retailers by 2025, indicating its growth momentum [31]. - In China, the hard discount market is expected to exceed 200 billion yuan by 2024, with a penetration rate of only 8%, highlighting substantial growth potential compared to mature markets [35]. Competitive Landscape - Local players like Super Box NB and Happy Monkey are emerging as strong competitors, leveraging supply chain efficiencies and digital tools to enhance their market positions [44]. - Global benchmarks like Aldi and Sam's Club are adapting their models to the Chinese market, focusing on high private label ratios and efficient operations [6][43].

会议资料 二零二六年一月 | | | 新疆汇嘉时代百货股份有限公司 2026 年第二次临时股东会 | | | 新疆汇嘉时代百货股份有限公司 2026 年第二次临时股东会现场会议议程 一、会议时间： 1.现场会议召开时间为：2026 年 1 月 30 日（星期五）15:30 2.网络投票的系统、起止日期和投票时间： ①网络投票系统：中国结算网上营业厅（网址：inv.chinaclear.cn）或中国结 算官方微信公众号（"中国结算营业厅"） ②网络投票起止时间：自 2026 年 1 月 29 日 15:00 至 2026 年 1 月 30 日 15:00 二、现场会议地点： 乌鲁木齐市天山区前进街 58 号公司二楼会议室 三、出席现场会议对象 1.截至 2026 年 1 月 26 日下午收市后在中国证券登记结算有限责任公司上海分 公司登记在册的本公司股东。因故不能亲自出席会议的股东，可以委托授权代理人 参加会议，代理人可以不是本公司股东。 2.公司董事、高级管理人员。 3.公司聘请的律师。 4.其他人员。 四、会议登记方法 1.登记方式：法人股东持股东账户、营业执照复印件、法人代表授权委托书和 出席人身份证办理 ...

Investment Rating - The industry investment rating is "Buy" [3] Core Insights - In December 2025, the year-on-year growth of social retail sales was 0.9%, with a total of 4.5 trillion yuan, indicating a decline of 0.4 percentage points compared to November 2025. Excluding automobiles, the total was 4.0 trillion yuan, growing by 1.7% year-on-year [5] - The report emphasizes the importance of service consumption sectors for the upcoming Spring Festival opportunities [5] - The report suggests a shift in retail industry logic from "adjusting input" to "adjusting output," with a focus on improving same-store sales and customer flow, which will enhance profit elasticity as the share of high-margin private brands increases [5] Summary by Sections Retail Sector Performance - In December 2025, retail sales of goods reached 3.9 trillion yuan, growing by 0.7% year-on-year, while catering revenue was 0.6 trillion yuan, with a year-on-year growth of 2.2% [5] - The growth rates for various categories in December included: - Grain and oil food retail sales grew by 3.9% - Beverage retail sales grew by 1.7% - Tobacco and alcohol retail sales declined by 2.9% [5] - In the optional consumer goods category, cosmetics and gold and silver jewelry retail sales grew by 8.8% and 5.9%, respectively [5] E-commerce Insights - The e-commerce penetration rate slightly decreased, with online retail sales of physical goods reaching 13.1 trillion yuan in 2025, a year-on-year increase of 5.2%. The penetration rate was 26.1%, a decrease of 0.7 percentage points year-on-year [5] - For the year, the growth rates for e-commerce categories were: food (14.5%), clothing (1.9%), and daily necessities (4.1%) [5] Investment Recommendations - Retail: Focus on companies like Bubugao, Huijia Times, Yonghui Supermarket, and Chongqing Department Store [5] - Cosmetics: Prefer high-end brand assets and consider low-positioned stocks like Maogeping and Yixian E-commerce [5] - Jewelry: Anticipate strong sales during the traditional gold sales peak in Q1, with recommendations for Laopu Gold and Mankalon [5] - Tourism: Focus on winter sports themes and the Spring Festival market, with recommendations for Changbai Mountain and Huangshan Tourism [5] - Education: Highlight opportunities in undervalued vocational education stocks like China Oriental Education and Action Education [5]

Group 1 - The core point of the article is that Huijia Times plans to distribute a cash dividend of 0.10 yuan per share, totaling 46.53 million yuan, which represents 57.87% of the company's net profit for the first three quarters of 2025, reflecting strong financial performance and commitment to shareholder returns [1] - The company reported a net profit of 80.41 million yuan and earnings per share of 0.17 yuan for the first three quarters of 2025, with a robust operating cash flow of 282 million yuan, supporting the high dividend payout [1] - The high dividend payout is seen as a sign of the company's solid operational foundation and confidence in its high-quality development [1] Group 2 - In 2025, Huijia Times has implemented store upgrades inspired by the "learning from Donglai" model, achieving a sales increase of 286% in the Beijing Road store after renovations [2] - The company participated in national consumption-boosting initiatives, generating approximately 80 million yuan in sales from "old-for-new" promotions, marking an 81% year-on-year growth [2] - Huijia Times is accelerating its digital transformation through a strategic partnership with ByteDance's Feishu, focusing on smart store management and AI business empowerment, which has led to the launch of its first instant retail online supermarket [2] Group 3 - Industry experts note that the over 50% dividend payout reflects management's confidence in the company's long-term value and signals operational stability and financial health to the market [3] - Regular and high cash dividends are expected to attract long-term funds such as social security and pension funds, enhancing the investment structure in the market [3] - The stable dividend returns are likely to promote the company's high-quality development and deepen the investment logic towards value investing [3]

Group 1 - The core point of the announcement is the approval of the profit distribution plan for the first three quarters of 2025, which includes a cash dividend of 0.10 yuan per share [7][16] - The total number of shares eligible for the dividend is calculated as 465,337,568 shares after deducting the repurchased shares, leading to a total cash dividend distribution of 46,533,756.80 yuan, which accounts for 57.87% of the net profit attributable to shareholders for the same period [7][16] - The board meeting that approved this plan was held on January 14, 2026, with all 8 directors present, and the proposal will be submitted for approval at the upcoming shareholders' meeting [5][10][19] Group 2 - The second extraordinary shareholders' meeting is scheduled for January 30, 2026, at 15:30, and will utilize both on-site and online voting methods [24][26] - Shareholders can register for the meeting from January 29, 2026, and the online voting will be available from January 29 to January 30, 2026 [31][25] - The meeting will be held at the company's conference room located at 58 Qianjin Street, Tianshan District, Urumqi [30]

Group 1 - The core announcement is regarding the approval of the profit distribution plan for the first three quarters of 2025 by the company's board [1] - The board also proposed to convene the second extraordinary general meeting of shareholders in 2026 [1]

Group 1 - The core point of the article is that Huijia Times (603101.SH) announced a substantial cash dividend plan, proposing to distribute a cash dividend of 0.10 yuan per share, totaling 46.53 million yuan, which represents 57.87% of the company's net profit for the first three quarters of 2025 [1] - The high dividend payout reflects the company's strong performance, with a net profit of 80.41 million yuan and a basic earnings per share of 0.17 yuan for the same period, supported by a robust operating cash flow of 282 million yuan [1] - The company's solid financial performance and commitment to shareholder returns demonstrate its confidence in sustainable growth and high-quality development [1] Group 2 - The company's confidence is further bolstered by its multi-dimensional transformation efforts since 2025, including store upgrades and participation in national consumption-boosting initiatives, resulting in a significant increase in sales and customer traffic [2] - The strategic partnership with ByteDance's Feishu for AI-driven digital transformation has opened new growth avenues, leading to the launch of an instant retail online supermarket and enhancing market penetration [2] - The management's decision to implement a high dividend payout during a critical transformation period signals confidence in the company's long-term value and financial health, positively influencing market perception [3]

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： 一、召开会议的基本情况 证券代码：603101 证券简称：汇嘉时代 公告编号：2026-004 新疆汇嘉时代百货股份有限公司 关于召开2026年第二次临时股东会的通知 召开的日期时间：2026 年 1 月 30 日 15 点 30 分 召开地点：乌鲁木齐市天山区前进街 58 号公司会议室 （五）网络投票的系统、起止日期和投票时间 网络投票系统：中国证券登记结算有限责任公司上市公司股东大会网络投票 系统（网址 http://www.chinaclear.cn） 网络投票起止时间：自2026 年 1 月 29 日 （一）股东会类型和届次 2026年第二次临时股东会 （二）股东会召集人：董事会 （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 1 股东会召开日期：2026年1月30日 本次股东会采用的网络投票系统：中国证券登记结算有限责任公司上市 公司股东大会网络投票系统（网址 http://www.ch ...