北京市天元律师事务所 关于北京翠微大厦股份有限公司 2025 年第三次临时股东会的 法律意见 京天股字（2025）第594号 致：北京翠微大厦股份有限公司 北京翠微大厦股份有限公司（以下简称"公司"）2025 年第三次临时股东会 （以下简称"本次股东会"）采取现场投票与网络投票相结合的方式召开，其中现 场会议于 2025 年 9 月 15 日在北京市海淀区翠微百货 B 座六层第一会议室召开。北 京市天元律师事务所（以下简称"本所"）接受公司聘任，指派本所律师参加本次 股东会现场会议，并根据《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》 （以下简称"《股东会规则》"）以及《北京翠微大厦股份有限公司章程》（以下 简称《公司章程》）等有关规定，就本次股东会的召集、召开程序、出席现场会议 人员的资格、召集人资格、会议表决程序及表决结果等事项出具本法律意见。 为出具本法律意见，本所律师审查了《北京翠微大厦股份有限公司第七届董事 会第十六次会议决议公告》、《北京翠微大厦股份有限公司关于召开 2025 年第三次 临时股东会的通知》（以下简称" ...

| 证券代码：603123 | 证券简称：翠微股份 | 公告编号：临 | 债 2025-036 | | --- | --- | --- | --- | | 券代码：188895 | 债券简称：21 翠微 01 | | | 北京翠微大厦股份有限公司 第八届董事会第一次会议决议公告 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。 一、董事会会议召开情况 北京翠微大厦股份有限公司（以下简称"公司"）第八届董事会第一次会议 通知于 2025 年 9 月 12 日以书面及电子邮件方式发出，于 2025 年 9 月 15 下午在 翠微百货 B 座六层第一会议室以现场结合通讯方式召开，本次会议应到董事 9 人， 实到董事 9 人，符合《公司法》和《公司章程》的有关规定。会议由董事长匡振 兴主持，公司高级管理人员列席会议。 二、董事会会议审议情况 （一）审议通过了《关于选举第八届董事会董事长的议案》 同意选举匡振兴为公司第八届董事会董事长，任期与第八届董事会一致。 表决结果：同意 9 票，反对 0 票，弃权 0 票。 （二）审议通过了《关于选 ...

Company Overview - Cuiwei Co., Ltd. is located at 33 Fuxing Road, Haidian District, Beijing, established on January 23, 2003, and listed on May 3, 2012. The company primarily engages in department store retail and third-party payment services [1][2]. Financial Performance - For the first half of 2025, Cuiwei achieved operating revenue of 1.12 billion yuan, a year-on-year decrease of 4.12%. The net profit attributable to shareholders was -203 million yuan, reflecting a year-on-year increase of 14.94% [2]. - Since its A-share listing, Cuiwei has distributed a total of 625 million yuan in dividends, with no dividends paid in the last three years [3]. Stock Performance - As of September 4, Cuiwei's stock price increased by 2.00% to 13.26 yuan per share, with a total market capitalization of 10.591 billion yuan. The stock has risen 64.72% year-to-date but has seen a decline of 7.47% over the last five trading days [1]. - The stock has appeared on the "Dragon and Tiger List" 11 times this year, with the most recent appearance on August 21, where it recorded a net purchase of 180 million yuan [1]. Shareholder Information - As of June 30, 2025, the number of shareholders increased to 112,200, up by 99.29%. The average circulating shares per person decreased by 49.82% to 5,815 shares [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited is the fourth largest with 7.6102 million shares, marking a new entry. Huabao Zhongzheng Financial Technology Theme ETF ranks seventh with 3.238 million shares, an increase of 152,700 shares from the previous period [3]. Industry Classification - Cuiwei is classified under the Shenwan industry as part of the retail trade sector, specifically in general retail and department stores. It is associated with concepts such as electronic payment, digital currency, mobile payment, data elements, and capital management [2].

Core Viewpoint - Beijing Cuiwei Building Co., Ltd. is preparing for the election of the eighth board of directors, with Zhang Bin elected as the employee representative director [1][2]. Group 1: Election Announcement - The company will hold the first employee representative conference of the Cuiwei Co. Union on September 5, 2025, to elect Zhang Bin as the employee representative director for the eighth board [1]. - The eighth board will consist of Zhang Bin and eight directors elected at the third extraordinary shareholders' meeting on September 15, 2025 [1]. - The elected employee representative director meets the qualifications and conditions stipulated by the Company Law and the company's articles of association [1]. Group 2: Board Composition - After the election, the number of directors who are also senior management and those serving as employee representatives will not exceed half of the total number of directors on the eighth board [1]. Group 3: Zhang Bin's Background - Zhang Bin has held various positions since 2013, including roles in the Party and Mass Work Department, and has served as a supervisor in multiple companies [3]. - Currently, Zhang Bin is the vice chairman of the company's labor union and the director of the Party Office [3].

Group 1 - The company announced the convening of the first session of the Workers' Congress on September 5, 2025 [2] - Zhang Bin was elected as the employee representative director of the company's eighth board of directors [2] - The eighth board of directors will consist of Zhang Bin and eight directors elected at the temporary shareholders' meeting on September 15, 2025 [2]

Core Points - The company is set to elect Zhang Bin as the employee representative director for the eighth board of directors during the upcoming employee representative conference on September 5, 2025 [1][2] - The election aligns with the expiration of the seventh board's term and complies with the Company Law and the company's articles of association [1] - The newly elected board will consist of Zhang Bin and eight directors elected at the third extraordinary shareholders' meeting on September 15, 2025, with the term matching that of the eighth board [1] Summary by Sections - **Election Details** - The election of the employee representative director is scheduled for September 5, 2025 [1] - Zhang Bin has been nominated and meets the qualifications as per legal and regulatory requirements [1] - **Board Composition** - The eighth board will include both employee representatives and senior management directors, ensuring that neither group exceeds half of the total board members [1] - **Zhang Bin's Background** - Zhang Bin has held various positions since 2013, including roles in the Party and Mass Work Department and as a supervisor in multiple companies [2] - Currently, he serves as the vice chairman of the company's labor union and director of the Party Office [2]

| 证券代码：603123 | 证券简称：翠微股份 | | 公告编号：临 2025-034 | | --- | --- | --- | --- | | 债券代码：188895 | 债券简称：21 翠微 | 01 | | 关于选举第八届董事会职工代表董事的公告 张彬：2013 年起历任党群工作部文员、纪检监察主办、主管、党委办公 室副主任；曾任本公司监事、北京翠微集团有限责任公司监事会主席、北京 海科融通支付服务有限公司监事会主席；现任本公司工会副主席、党委办公 室主任兼党群工作部部长。 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。 鉴于北京翠微大厦股份有限公司（以下简称"公司"）第七届董事会任期即 将届满，根据《公司法》和《公司章程》的有关规定，公司于 2025 年 9 月 5 日召开翠微股份工会联合会第一届职工代表大会第九次会议，选举张彬为公司第 八届董事会职工代表董事（简历附后），将与公司 2025 年 9 月 15 日召开的 2025 年第三次临时股东会选举产生的 8 名董事共同组成公司第八届董事会，任期与第 八届董事 ...

Group 1 - The A-share market experienced a pullback in digital currency stocks, with notable declines in several companies [1] - Zhongke Jincai approached the limit down, while Dongxin Peace, Sifang Chuangxin, and Zhongyou Capital fell over 7% [1] - Other companies such as Jingbeifang, Tianrongxin, Xinguodu, Hengbao, Lakala, Hailian Jinhui, Xiongdi Technology, Tianyang Technology, Chutianlong, Changliang Technology, and Cuiwei shares dropped over 5% [1] Group 2 - Zhongke Jincai saw a decline of 9.70%, with a total market value of 14 billion and a year-to-date increase of 125% [2] - Dongxin Peace decreased by 7.61%, with a market capitalization of 16.1 billion and a year-to-date increase of 171.82% [2] - Sifang Chuangxin fell by 7.44%, with a market value of 23.5 billion and a year-to-date increase of 172.59% [2] - Zhongyou Capital dropped by 7.42%, with a market capitalization of 153 billion and a year-to-date increase of 78.65% [2] - Jingbeifang decreased by 6.71%, with a market value of 20.5 billion and a year-to-date increase of 135.63% [2] - Tianrongxin fell by 5.82%, with a market capitalization of 12.4 billion and a year-to-date increase of 63.54% [2] - Other companies also reported declines, with varying market values and year-to-date performance [2]

Core Insights - The company reported a revenue of 1.12 billion yuan in the first half of 2025, a year-on-year decrease of 4.12% [1] - The total profit was -199 million yuan, showing a reduction in losses by 38.99 million yuan year-on-year [1] - The net profit attributable to shareholders was -203 million yuan, reflecting a decrease in losses by 35.59 million yuan year-on-year [1] Revenue and Profit Analysis - The decline in retail business revenue was primarily due to market conditions and store adjustments, with retail revenue down 11.34% year-on-year [1] - The overall gross profit decreased by 12.77% year-on-year [1] - The subsidiary Haike Rongtong's transaction volume reached 546.8 billion yuan, a year-on-year increase of 19% [1] Future Strategies - The company plans to actively respond to industry and regional market challenges in the second half of the year [2] - Focus will be on reducing losses and increasing profits, accelerating commercial transformation, and upgrading urban renewal projects [2] - The company aims to enhance internal control effectiveness and promote high-quality development through governance system improvements [2]

Group 1 - The core viewpoint of the articles indicates that Cuiwei Co., Ltd. (603123) has reported a decline in total revenue for the first half of 2025, with a total revenue of 1.12 billion yuan, down 4.12% year-on-year, while the net profit attributable to shareholders was -203 million yuan, an increase of 14.94% year-on-year [1] - In Q2 2025, the company achieved a total revenue of 554 million yuan, reflecting a year-on-year increase of 2.52%, and a net profit attributable to shareholders of -121 million yuan, which is an increase of 5.9% year-on-year [1] - The company's profitability has improved, with a gross margin of 20.96%, up 5.58% year-on-year, and a net margin of -18.48%, up 10.96% year-on-year [1] Group 2 - The company's historical financial performance shows a median ROIC of 4.11% over the past decade, indicating weak investment returns, with the worst year being 2024, which had a ROIC of -12.09% [2] - The business model relies heavily on marketing-driven strategies, suggesting a need for careful analysis of the underlying factors driving this approach [2] - The company has experienced three years of negative cash flow from operating activities, raising concerns about its cash flow situation [3] Group 3 - The company's cash flow situation is concerning, with a cash and cash equivalents to current liabilities ratio of only 82.69%, and a three-year average of operating cash flow to current liabilities at -4.23% [3] - The debt situation is also a concern, with an interest-bearing debt ratio reaching 30.95% and a negative average operating cash flow over the past three years [3] - Financial expenses are a point of concern, as the average net cash flow from operating activities over the past three years has been negative [3]