关于家家悦集团股份有限公司 差异化权益分派特殊除权除息事项的核查意见 东兴证券股份有限公司（以下简称"东兴证券"或"保荐机构"）作为家家 悦集团股份有限公司（以下简称"家家悦"或"公司"）2020年公开发行可转换 公司债券和2023年向特定对象发行股票的保荐机构，根据《中华人民共和国公司 法》《中华人民共和国证券法》《证券发行上市保荐业务管理办法》《上海证券交 易所股票上市规则》《上海证券交易所上市公司自律监管指引第7号——回购股 份》等相关法律法规的规定，对本次家家悦利润分配所涉及的差异化权益分派特 殊除权除息相关事项进行了审慎核查，并出具核查意见如下： 一、差异化权益分派方案 东兴证券股份有限公司 公司于 2024 年 9 月 18 日召开 2024 年第二次临时股东大会审议通过了《关 于公司 2024 年半年度利润分配的议案》。 公司 2024 年半年度合并报表实现净利润 171,252,798.71 元，实现归属于上 市公司股东的净利润 169,641,771.78 元，报告期末合并报表可供股东分配的利润 为 490,832,495.10 元；截止 2024 年 6 月 30 日，母公司可供股东分配的 ...

Investment Rating - The investment rating for the company is "Accumulate" with a target price of 14.36 CNY, up from the previous forecast of 10.86 CNY [3][5]. Core Views - The company's supermarket operations are performing well, and it is steadily advancing its new business layout, focusing on the "big and small reform" plan for stores, which is expected to further improve profitability [4][5]. - The company has adjusted its EPS forecasts for 2024, 2025, and 2026 to 0.32, 0.34, and 0.35 CNY respectively, up from previous estimates of 0.23, 0.24, and 0.25 CNY [5]. - The company achieved a revenue of 141.2 billion CNY in the first three quarters, representing a year-on-year increase of 1.78%, while the net profit attributable to shareholders was 1.88 billion CNY, down 12.03% [5]. Summary by Sections Financial Performance - In Q3 2024, the company reported revenue of 47.65 billion CNY, a decrease of 0.49% year-on-year, and a net profit of 0.18 billion CNY, down 33.71% [5]. - The company’s gross margin for Q3 2024 was 22.65%, slightly down by 0.1 percentage points compared to H1 2024, with the gross margin for direct stores at 19.78%, an increase of 0.18 percentage points year-on-year [5]. Business Strategy - The company is focusing on the "big and small reform" of its stores, with 13 new direct stores and 30 new franchise stores opened in Q3 2024, while 36 stores were closed due to network optimization, bringing the total number of stores to 1,103 [5]. - The company is also expanding its new business formats, with 21 new snack stores added in Q3 2024 [5]. Market Position - The company’s stock has a 52-week price range of 7.49 to 14.55 CNY, with a total market capitalization of 7,086 million CNY [7]. - The company’s net asset value per share is 3.95 CNY, with a current price-to-book ratio of 2.8 [8].

Investment Rating - The report maintains a "Buy" rating for the company, citing its continuous improvement in supply chain and store optimization [4] Core Views - The company's revenue for 1-3Q2024 increased by 1.78% YoY to 14.127 billion yuan, while net profit attributable to shareholders decreased by 12.03% YoY to 188 million yuan [1] - In 3Q2024, the company's revenue decreased by 0.49% YoY to 4.765 billion yuan, and net profit attributable to shareholders decreased by 33.71% YoY to 18 million yuan [1] - The gross profit margin for 1-3Q2024 was 23.26%, a decrease of 0.36 percentage points YoY [1] - The operating expense ratio for 1-3Q2024 was 21.33%, an increase of 0.15 percentage points YoY, with sales/management/financial/R&D expense ratios at 17.99%/1.90%/1.36%/0.08% respectively [2] Financial Performance - The company's EPS for 2024E/2025E/2026E is forecasted at 0.19/0.20/0.20 yuan, with ROE (diluted) at 4.74%/4.93%/5.07% [5] - The company's P/E ratio for 2024E/2025E/2026E is forecasted at 59/56/54, and P/B ratio at 2.8/2.8/2.8 [5] - The company's net profit margin for 2024E/2025E/2026E is forecasted at 0.7%/0.7%/0.7% [13] Operational Highlights - As of June 2024, the company had 1,097 stores, including 997 directly operated stores and 100 franchised stores, with 104 Yueji snack stores [3] - The company is strengthening its logistics system with a multi-warehouse layout and improving store efficiency through category structure, product quality, and service optimization [3] Forecast Adjustments - The report lowers the company's net profit forecast for 2024/2025/2026 by 3%/8%/12% to 120/126/130 million yuan due to intense competition in the supermarket industry [4]

Investment Rating - The investment rating for the company is "Buy" (maintained) [3] Core Views - The company has shown continuous improvement in profitability outside its home province and is actively optimizing store quality [3] - The company reported a total revenue of 14.127 billion yuan for the first three quarters of 2024, a year-on-year increase of 1.78%, while the net profit attributable to the parent company decreased by 12.03% [6] - The company is focusing on enhancing operational efficiency through store layout adjustments and has closed 36 stores in the third quarter of 2024, which is an increase from previous quarters [6] - The gross margin for the first three quarters of 2024 was 23.26%, a slight decrease of 0.36 percentage points year-on-year, with the gross margin for the third quarter being 22.65% [6] - The company is expanding its new business formats, with steady revenue growth across various formats, although the gross margin for direct stores has slightly declined [6] Summary by Sections Market Data - Closing price: 10.99 yuan - One-year high/low: 15.08/7.40 yuan - Price-to-book ratio: 2.9 - Dividend yield: 1.73% - Market capitalization: 6,587 million yuan [3] Financial Performance - Revenue for Q1-Q3 2024: 141.27 billion yuan, up 1.78% year-on-year - Net profit for Q1-Q3 2024: 188 million yuan, down 12.03% year-on-year - Q3 2024 revenue: 47.65 billion yuan, down 0.49% year-on-year - Q3 2024 net profit: 18 million yuan, down 33.71% year-on-year [6] Store Operations - Total number of stores as of Q3 2024: 1,103 (973 direct stores, 130 franchise stores) - New direct stores opened: 13; new franchise stores opened: 30 - Stores closed in Q3 2024: 36 [6] Profitability Metrics - Gross margin for Q1-Q3 2024: 23.26% - Q3 2024 gross margin: 22.65% - Net profit margin for Q1-Q3 2024: 1.33% [6] Future Projections - Revised net profit estimates for 2024-2026: 1.96 billion, 2.44 billion, and 2.81 billion yuan respectively - Corresponding price-to-earnings ratios: 36, 29, and 25 [6]

Investment Rating - The report maintains a "Buy" rating for the company [3] Core Views - The company is a leading supermarket chain in Shandong, leveraging strong supply chain capabilities and fresh produce specialties to solidify its position in the province. It is actively expanding its store coverage through mergers, acquisitions, and franchising in regions outside of its traditional areas, including Hebei and Anhui [1][3] - The company's revenue for the first three quarters of 2024 reached 14.127 billion yuan, a year-on-year increase of 1.78%, while the net profit attributable to shareholders was 188 million yuan, a decrease of 12.03% year-on-year. In Q3 2024 alone, revenue was 4.765 billion yuan, down 0.49% year-on-year, and net profit was 18 million yuan, down 33.71% year-on-year [1][2] Summary by Sections Financial Performance - For Q1-3 2024, the company achieved a revenue of 14.127 billion yuan, with a year-on-year growth of 1.78%. The net profit attributable to shareholders was 188 million yuan, reflecting a year-on-year decline of 12.03%. The adjusted net profit was 157 million yuan, down 22.50% year-on-year. In Q3 2024, revenue was 4.765 billion yuan, a decrease of 0.49% year-on-year, and net profit was 18 million yuan, down 33.71% year-on-year [1][2] Store Expansion and Efficiency - The company is accelerating the expansion of franchise stores and steadily developing snack stores. In Q3 2024, the company added 13 direct-operated stores and 30 franchise stores, resulting in a total of 1,103 stores. The company is also enhancing existing stores to improve operational efficiency amidst a challenging consumer environment [1][2] Profitability and Costs - The gross profit margin for Q3 2024 was 22.65%, a slight decrease of 0.06 percentage points year-on-year. The overall expense ratio increased by 0.65 percentage points to 22.10%, primarily due to costs associated with store layout optimization and increased logistics expenses. The net profit margin for Q3 2024 was 0.38%, down 0.12 percentage points year-on-year [1][2] Future Projections - The company has adjusted its revenue forecasts for 2024-2026 to 17.951 billion yuan, 18.496 billion yuan, and 19.451 billion yuan, respectively. The net profit forecasts are adjusted to 167 million yuan, 180 million yuan, and 230 million yuan for the same period. The current stock price corresponds to a valuation of 42.3, 39.1, and 30.7 times PE for the years 2024, 2025, and 2026, respectively [1][2]

| 证券代码：603708 | 证券简称：家家悦 公告编号：2024-088 | | --- | --- | | 债券代码：113584 | 债券简称：家悦转债 | 家家悦集团股份有限公司 2024 年 9 月 11 日，家家悦集团股份有限公司（以下简称"公司"）第四届董 事会第二十九次会议审议通过了《关于 2024 年第二期回购公司股份方案的议案》。 公司拟使用不低于人民币 1 亿元（含），不超过人民币 2 亿元（含）的自有资金回 购公司股份，回购期限自董事会决议审议通过本回购股份方案之日起 12 个月内。 具体内容详见公司 2024 年 9 月 12 日披露于上海证券交易所网站的《家家悦集团 股份有限公司关于 2024 年第二期以集中竞价交易方式回购股份方案的公告》。（公 告编号：2024-078）。 关于 2024 年第二期以集中竞价交易方式回购股份实施 进展的公告 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： | 回购方案首次披露日 | 2024/9/12 | | --- | --- | | 回购方案 ...

家家悦集团股份有限公司 关于实施 2024 年半年度权益分派时"家悦转债"停止 转股的提示性公告 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： 证券停复牌情况：适用 因实施 2024 年半年度权益分派,本公司的相关证券停复牌情况如下： | 证券代码 | 证券简称 | 停复牌类型 | 停牌起始日 | 停牌 期间 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | --- | --- | | 113584 | 家悦转债 | 可转债转股停牌 | 2024/11/7 | | | | | 证券代码：603708 | 证券简称：家家悦 | 公告编号：2024-089 | | --- | --- | --- | | 债券代码：113584 | 证券简称：家悦转债 | | 3、本次权益分派实施后，公司将根据《家家悦集团股份有限公司公开发行可 转换公司债券募集说明书》的发行条款及相关规定，对公司可转换公司债券（以 下简称"家悦转债"）的当期转股价格进行调整。 二、本次权益分派方案实施 ...

Investment Rating - The investment rating for the company is "Outperform the Market" [3][9] Core Views - The company has shown a slight revenue growth of 1.78% year-on-year in the first three quarters, with total revenue reaching 14.127 billion yuan. However, net profit has decreased by 12.03% to 188 million yuan, and the non-recurring net profit has dropped by 22.5% to 157 million yuan [5][7] - The performance of the supermarket sector is strong, with steady store expansion. The revenue from the comprehensive supermarket segment increased by 5.06%, and the community fresh food supermarket segment grew by 7.64%. However, the rural supermarket segment saw a decline of 8.52% due to adjustments [7][9] - The company is focusing on optimizing its store layout and improving logistics efficiency, which has led to a stable gross margin of 22.65% in Q3 2024. The inventory turnover days have improved, decreasing by 10 days to 48.92 days [7][9] Financial Summary - For the first three quarters, the company achieved a revenue of 14.127 billion yuan, with a year-on-year growth of 1.78%. The net profit attributable to the parent company was 188 million yuan, down 12.03% year-on-year, and the non-recurring net profit was 157 million yuan, down 22.5% [5][6] - The company opened 13 new direct-operated stores and 30 franchise stores in Q3 2024, while closing 36 stores, resulting in a total of 1,103 stores at the end of the period [7][9] - The projected net profits for 2024-2026 have been adjusted to 203 million yuan, 222 million yuan, and 240 million yuan, respectively, with corresponding P/E ratios of 35.6, 32.6, and 30 times [9][11]

| 证券代码：603708 | 证券简称：家家悦 | 公告编号：2024-087 | | --- | --- | --- | | 债券代码：113584 | 债券简称：家悦转债 | | 家家悦集团股份有限公司 股票交易异常波动公告 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个别及连带责任。 重要内容提示： 家家悦集团股份有限公司（以下简称"公司"）股票连续三个交易日内 收盘价格涨幅偏离值累计超过 20%，属于股票交易异常波动。 经公司自查并书面问询控股股东及实际控制人，截止本公告披露日， 不 存在应披露而未披露的重大信息。 公司未发现存在对公司股票交易价格可能产生重大影响的媒体报道或市场 传闻，亦未发现涉及市场热点概念事项。 一、股票交易异常波动的具体情况 公司股票于 2024 年 10 月 25 日、10 月 28 日、10 月 29 日连续三个交易日内 日收盘价格涨幅偏离值累计超过 20%，根据《上海证券交易所交易规则》的有关 规定，属于股票交易异常波动。 二、公司关注并核实的相关情况 （一）生产经营情况 经自查，公司目前生产经 ...

Financial Performance - The company's operating revenue for Q3 2024 was ¥4,764,925,506.07, a decrease of 0.49% compared to the same period last year[2]. - The net profit attributable to shareholders for Q3 2024 was ¥18,310,391.38, down 33.71% year-on-year[2]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥2,789,585.73, a significant decline of 88.45% compared to the previous year[2]. - The basic earnings per share for Q3 2024 was ¥0.03, a decrease of 25.00% year-on-year[4]. - The diluted earnings per share for Q3 2024 was ¥0.04, down 20.00% compared to the same period last year[4]. - The gross profit margin for the overall business in Q3 2024 was 19.27%, showing a slight decrease of 0.18% compared to the previous year[17]. - Operating profit for Q3 2024 was CNY 259,887,666.57, down 11.61% from CNY 294,256,275.27 in Q3 2023[25]. - The company reported a total profit of CNY 249,316,651.40 for Q3 2024, a decrease of 12.92% from CNY 286,315,730.83 in Q3 2023[25]. - Net profit attributable to shareholders of the parent company for Q3 2024 was CNY 187,952,163.16, a decrease of 12.06% from CNY 213,647,425.63 in Q3 2023[26]. - Basic earnings per share for Q3 2024 were CNY 0.30, down from CNY 0.34 in Q3 2023, reflecting a decline of 11.76%[26]. Revenue and Sales - The company's main business revenue for the first three quarters of 2024 reached RMB 1,273,140.69 million, representing a year-on-year increase of 4.64%[17]. - Total revenue from sales of goods and services for the first three quarters of 2024 reached CNY 17,629,402,041.60, up from CNY 16,812,753,642.33 in the same period of 2023, representing an increase of 4.84%[27]. - The revenue from community fresh food supermarkets increased by 7.64% year-on-year, totaling RMB 367,581.12 million, while the revenue from rural supermarkets decreased by 8.52% to RMB 138,786.58 million[18]. - The company’s revenue from comprehensive supermarkets was RMB 746,741.97 million, with a year-on-year increase of 5.06%[18]. Assets and Liabilities - The total assets at the end of the reporting period were ¥14,080,446,179.53, reflecting a decrease of 1.44% from the end of the previous year[4]. - Current assets as of September 30, 2024, totaled ¥5,600,803,293.72, compared to ¥5,430,516,428.96 at the end of 2023, indicating a growth of 3.13%[20]. - Non-current assets totaled ¥8,479,642,885.81 as of September 30, 2024, down from ¥8,855,545,880.89 at the end of 2023, a decrease of 4.24%[21]. - Total liabilities decreased to ¥11,545,503,301.05 from ¥11,738,736,381.84, reflecting a reduction of 1.64%[22]. - The company's equity attributable to shareholders was ¥2,520,607,206.62, slightly down from ¥2,539,792,220.55 at the end of 2023, a decrease of 0.76%[22]. Cash Flow - The net cash flow from operating activities for the year-to-date was ¥1,567,457,353.82, down 6.42% compared to the previous year[2]. - The net cash flow generated from operating activities for the first three quarters of 2024 was CNY 1,567,457,353.82, compared to CNY 1,674,978,366.82 in the same period of 2023, a decrease of 6.39%[27]. - Net cash flow from investment activities was -442,461,498.41, an improvement from -730,066,169.74 in the previous period[28]. - Total cash inflow from financing activities was 645,233,961.32, down from 1,382,468,638.63 in the previous period[28]. - Net cash flow from financing activities was -1,051,727,180.95, compared to -12,293,987.39 in the previous period[28]. - Cash and cash equivalents at the end of the period totaled 2,472,004,375.93, slightly down from 2,541,062,960.58 in the previous period[28]. - The net increase in cash and cash equivalents was 73,190,615.00, a significant decrease from 932,822,526.49 in the previous period[28]. Store Operations - In Q3 2024, the company opened 13 new direct-operated stores and 30 new franchise stores, bringing the total number of stores to 1,103, including 973 direct-operated and 130 franchise stores[12]. - The company closed 36 direct-operated stores during the reporting period, with a total leased area of 104,756.09 square meters[15]. - The company’s total number of stores includes 248 comprehensive supermarkets, 418 community fresh food supermarkets, and 208 rural supermarkets[12]. - The company plans to continue expanding its store network and optimizing its layout to enhance operational efficiency[15]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 23,876[8]. - The company repurchased 9,674,717 shares, accounting for 1.52% of the total share capital[11]. Accounting and Standards - The company has adopted new accounting standards starting from 2024, which may affect the financial statements[29].