上海市锦天城律师事务所 关于家家悦集团股份有限公司 2024 年度股东大会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话：02120511000 传真：02120511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于家家悦集团股份有限公司 2024 年度股东大会的 本法律意见书仅供公司本次股东大会之目的使用，未经本所书面同意，不得 用作其他任何目的。 本所律师依据《证券法》、《律师事务所从事证券法律业务管理办法》和《律 师事务所证券法律业务执业规则（试行）》的有关规定以及本法律意见书出具之 日以前已经发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实 信用原则，进行了充分的核查验证，保证本法律意见书所认定的事实真实、准确、 完整，所发表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大 遗漏，并承担相应法律责任。 基于上述，本所律师根据法律、法规和规范性文件的有关规定，按照律师行 业公认的业务标准、道德规范和勤勉尽责的精神，就题述事项发表法律意见如下： 2 上海市锦天城律师事务所 法律意见书 一、本次 ...

Investment Rating - The industry investment rating is "Positive" (maintained) [1] Core Viewpoints - The report highlights a steady recovery in social consumption, with April 2025 retail sales showing a year-on-year increase of 5.1%, and a total retail sales amount of 1618.45 billion yuan for the first four months of 2025, reflecting a 4.7% year-on-year growth [4][25] - The report suggests that the overall social consumption is expected to maintain stable growth due to effective policy measures aimed at boosting domestic demand, with a focus on the high-growth segments of gold jewelry and cosmetics [4][31] Summary by Sections Retail Market Overview - The retail industry index closed at 2110.59 points, down 1.61% for the week, underperforming the Shanghai Composite Index, which fell by 0.57% [6][15] - The jewelry sector showed the highest growth among retail segments, with a weekly increase of 7.56% and a year-to-date increase of 18.83% [17][20] Social Consumption Trends - In April 2025, the retail sales of consumer goods increased by 5.1%, driven by favorable consumption policies and the Qingming holiday effect [28][31] - Online retail sales for the first four months of 2025 reached 4741.9 billion yuan, growing by 7.7%, with physical goods online retail accounting for 24.3% of total retail sales [28][29] Investment Recommendations - Investment focus on high-growth segments under emotional consumption themes, particularly in gold jewelry and cosmetics [7][39] - Recommended companies in the gold jewelry sector include Laopuhuangjin, Chaohongji, and Zhou Dasheng, which are expected to benefit from differentiated product offerings and consumer insights [39][41] - In the cosmetics sector, recommended brands include Proya, Shangmei, and Juzi Biological, which are positioned to capitalize on the ongoing trend of domestic brand growth [39][41] Company Performance Highlights - Proya reported a 28.9% year-on-year increase in net profit for Q1 2025, driven by new product launches [40] - Chaohongji achieved a 25.4% year-on-year revenue growth in Q1 2025, indicating strong brand momentum [40] - Zhou Dasheng's revenue for Q1 2025 was down 47.3% year-on-year, highlighting challenges in the current market environment [40]

Investment Rating - The investment rating for the company is "Buy" and is maintained [7] Core Viewpoints - The company reported a revenue of 18.26 billion yuan in 2024, representing a year-on-year growth of 2.8%. The net profit attributable to the parent company was 130 million yuan, a decline of 3.3% year-on-year, while the net profit excluding non-recurring items was 120 million yuan, an increase of 17.2% [2][4] - In the first quarter of 2025, the company achieved a revenue of 4.94 billion yuan, a year-on-year decline of 4.8%, with a net profit attributable to the parent company of 140 million yuan, down 3.6% year-on-year, and a net profit excluding non-recurring items of 140 million yuan, an increase of 3.9% [2][4] - The company is focusing on high-quality transformation and optimizing its network layout and resource allocation, with a total of 1,095 stores as of the first quarter of 2025, including 945 direct-operated stores and 150 franchise stores [11] Summary by Relevant Sections Financial Performance - In 2024, the company achieved a gross profit margin of 23.3%, a decrease of 0.6 percentage points year-on-year, primarily due to operational optimization and product mix adjustments [11] - The company’s operating expenses for 2024 were 18.5% for sales, 2.0% for management, and 1.4% for financial expenses, reflecting a slight decrease in expense ratios due to improved operational efficiency [11] Strategic Initiatives - The company is actively enhancing its supply chain and has completed the second phase of the Huai Bei comprehensive industrial park project, which is expected to improve logistics efficiency [11] - The company is also focusing on product development, with self-owned and customized products accounting for 13.63% of total sales in 2024, showing a steady increase [11] Future Outlook - The company aims to transition from scale retail to quality retail, with plans to optimize store layouts and ensure high-quality openings for new stores [11] - Earnings per share (EPS) are projected to reach 0.32 yuan, 0.40 yuan, and 0.49 yuan for the years 2025, 2026, and 2027 respectively [11]

Investment Rating - The investment rating for the company is "Buy" and is maintained [8]. Core Views - The company reported a revenue of 18.26 billion yuan in 2024, representing a year-on-year growth of 2.8%. The net profit attributable to the parent company was 130 million yuan, a decline of 3.3% year-on-year, while the net profit excluding non-recurring items was 120 million yuan, an increase of 17.2% [2][6]. - In the first quarter of 2025, the company achieved a revenue of 4.94 billion yuan, a year-on-year decline of 4.8%, with a net profit attributable to the parent company of 140 million yuan, down 3.6% year-on-year, and a net profit excluding non-recurring items of 140 million yuan, up 3.9% [2][6]. - The company is focusing on high-quality transformation and optimizing its network layout and resource allocation, with a total of 1,095 stores as of the first quarter of 2025, including 945 direct-operated stores and 150 franchise stores [12][12]. - The company is enhancing its supply chain strategy, with a gross margin of 24.3% in the first quarter of 2025, reflecting a year-on-year increase of 0.2 percentage points [12][12]. - The company aims to shift from scale retail to quality retail, ensuring the quality of new store openings and enhancing product competitiveness through optimized procurement strategies [12][12]. Summary by Sections Financial Performance - In 2024, the company achieved total revenue of 18.26 billion yuan, with a gross profit margin of 23.3%, a decrease of 0.6 percentage points year-on-year. The net profit attributable to the parent company was 130 million yuan, down 3.3% year-on-year [2][12]. - For the first quarter of 2025, the company reported a revenue of 4.94 billion yuan, with a gross margin of 24.3%, showing signs of stabilization [12][12]. Store Operations - As of the first quarter of 2025, the company had 1,095 stores, including various formats such as community fresh food supermarkets and discount stores. The company is actively optimizing its store network and resource allocation [12][12]. - The company has closed 46 direct-operated stores since the end of 2023 to improve operational efficiency and profitability [12][12]. Supply Chain and Product Strategy - The company is strengthening its supply chain, with a focus on enhancing logistics efficiency and product development capabilities. The proportion of self-owned and customized products reached 13.63% in 2024, a steady increase of 0.1 percentage points year-on-year [12][12]. - The company is implementing a strategy of "product optimization, reasonable structure, and extreme cost performance" to enhance overall product competitiveness [12][12].

Core Points - The company held its 2024 Annual General Meeting to discuss various proposals and reports, including the confirmation of related party transactions and financial reports for 2024 and 2025 [1][3][26] - The company reported a net profit of 115.67 million yuan for 2024, representing a year-on-year increase of 17.18% [3][4] - The company plans to enhance its supply chain and operational efficiency while focusing on customer service and product quality in 2025 [12][14] Meeting Procedures - The meeting will combine on-site and online voting, with the on-site meeting scheduled for May 26, 2025, at 14:00 [2][5] - Shareholders have the right to ask questions and express their opinions during the meeting, with a time limit of five minutes per shareholder [2][5] - The meeting will include the signing of relevant documents by attending directors [3][5] Financial Performance - The company achieved a stable revenue growth through store upgrades and efficiency improvements, with comparable store traffic increasing by an average of 7.7% [4][6] - The company opened 140 new stores during the reporting period, including 49 direct-operated and 91 franchised stores [6][8] - The company’s online sales grew by 13.2%, contributing to a total of 3.31 million in-store visits, with a conversion rate of 40% [4][6] Governance and Compliance - The company’s board of directors and supervisory board operated independently, ensuring compliance with relevant laws and regulations [8][20] - The supervisory board conducted 11 meetings in 2024, focusing on compliance, financial status, and the performance of directors and senior management [20][21] - The company maintained a robust internal control system, ensuring the legality and compliance of its operations [22][21] Industry Trends - The retail industry is experiencing steady growth despite challenges such as economic slowdown and increased competition [11] - The government is prioritizing consumer spending, which is expected to drive growth in the retail sector [11] - Retailers are adapting to changing consumer demands by optimizing their business models and enhancing store experiences [11]

家家悦集团股份有限公司 2024 年年度股东大会资料 家家悦集团股份有限公司 2024 年年度股东大会资料 二〇二五年五月 第 1页 | 会议须知 3 | | --- | | 会议议程 5 | | 议案一: . | | .. 议案二: | | 议案三: 22 | | 议案吗: 25 | | . 议案五: | | 议案六: . | | 议案七: 34 | | 议案八: 36 | | 议案九: . | | 议案十: 38 | | 议案十一 . . : | | 议案十二: . | | 议案十三: 42 | | 议案十四: | | 议案十五： | | 议案十六: | | 议案十七： | | 议案十八： | 家家悦集团股份有限公司 2024 年年度股东大会资料 会议须知 为了维护投资者的合法权益，确保股东大会的正常秩序和议事 效率，根据《公司法》、《公司章程》等有关规定，特制定如下会议 须知： 一、董事会以维护全体股东的合法权益、维持大会正常秩序和 提高议事效率为原则，认真履行《公司章程》规定的职责，做好召集、 召开股东大会的各项工作。 二、为保证本次大会的严肃性和正常秩序，切实维护股东的合 法权益，务请出席大会的股东 ...

Core Viewpoint - The supermarket industry is facing significant challenges in 2024, with many companies reporting declines in revenue and net profit, indicating a pressing need for transformation and adaptation [1][4]. Revenue and Profit Performance - Among 13 listed supermarket companies, 8 experienced a year-on-year decline in revenue, and 9 saw a drop in net profit, with only 2 companies achieving net profit growth while remaining profitable [1][4]. - Yonghui Supermarket reported the highest revenue at 67.574 billion yuan, down 14.07% year-on-year, with a net loss of 1.465 billion yuan, widening by 10.26% [2][4]. - Lianhua Supermarket's revenue fell by 9.7% to 19.71 billion yuan, with a net loss of 359 million yuan, despite closing underperforming stores [2][4]. - Renrenle Supermarket had the largest revenue decline of 49.86%, with revenue at 1.43 billion yuan due to store closures [2][4]. Strategic Adjustments and Transformations - Supermarket companies are implementing "self-rescue transformations" by closing inefficient stores and reducing loss-making operations to alleviate financial pressure [2][6]. - Companies are focusing on creating differentiated product offerings through optimizing product structures and enhancing product quality to meet diverse consumer demands [3][10]. - The trend of closing underperforming stores is common, with Lianhua Supermarket closing over 400 stores in 2024, while Yonghui Supermarket closed more than 200 [6][8]. Focus on Private Labels and Supply Chain - Developing private labels is a key strategy for supermarkets to differentiate themselves and reduce supply chain costs, with Yonghui aiming for private labels to account for 40% of its total sales in the next three to five years [10][11]. - A robust supply chain is essential for the success of private label strategies, enabling cost advantages and quality assurance through scale procurement and efficient logistics [11]. Future Outlook - The next 12 to 18 months are expected to be critical for supermarkets as they implement reforms and optimize their operations, with Yonghui targeting over 300 remodeled stores by early 2026 [7][8].

家家悦集团股份有限公司 | 证券代码：603708 | 证券简称：家家悦 | 公告编号：2025-033 | | --- | --- | --- | | 债券代码：113584 | 债券简称：家悦转债 | | 家家悦集团股份有限公司 本次活动将采用网络远程的方式举行，投资者可登录"全景路演"网站 （http://rs.p5w.net）；或关注微信公众号（名称：全景财经）；或下载全景路演 APP， 参与本次互动交流。活动时间为 2025 年 5 月 15 日（周四）15:00-16:30。届时公 司高管将在线就公司 2024 年度业绩、公司治理、发展战略、 经营状况和可持续 发展等投资者关心的问题，与投资者进行沟通与交流，欢迎广大投资者踊跃参与。 特此公告。 关于参加 2025 年山东辖区上市公司投资者网上集体 接待日活动的公告 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个别及连带责任。 为进一步加强与投资者的互动交流，家家悦集团股份有限公司（以下简称"公 司"）将参加由山东证监局、山东上市公司协会与深圳市全景网络有限公司联合 举办的 ...

Investment Rating - The investment rating for the retail industry is "Positive" (maintained) [1] Core Insights - The retail industry is experiencing a slow recovery in social consumption, with overall business pressure on retail enterprises. The report emphasizes the importance of emotional consumption and suggests focusing on high-quality companies in high-growth segments [4][27] - The report identifies key segments within the retail industry, including traditional retail, gold and jewelry, cosmetics, and medical aesthetics, each with unique dynamics and investment opportunities [4][27] Summary by Sections Retail Market Overview - The retail industry index rose by 0.88% during the week of May 6 to May 9, 2025, underperforming the Shanghai Composite Index, which increased by 1.92% [6][15] - The brand cosmetics sector showed the highest growth, with a weekly increase of 2.89% and a year-to-date increase of 15.91% [18][21] Investment Strategy - The report recommends focusing on high-quality companies in segments driven by emotional consumption, including: 1. **Gold and Jewelry**: Emphasizing brands with differentiated products and consumer insights, recommending companies like Laopuhuangjin, Chaohongji, and Zhou Dasheng [7][48] 2. **Offline Retail**: Highlighting companies that are actively transforming and exploring new models, recommending Yonghui Supermarket and Aiyingshi [7][48] 3. **Cosmetics**: Focusing on domestic brands with strong growth potential, recommending brands like Pola, Shangmei, and Juzi Biological [7][49] 4. **Medical Aesthetics**: Suggesting attention to differentiated product manufacturers and leading medical aesthetic institutions, recommending Aimeike and Kedi-B [7][49] Segment Analysis - **Traditional Retail**: The report notes that offline retail must leverage its strengths in customer service and emotional satisfaction to attract consumers back from online channels [4][28] - **Gold and Jewelry**: The industry is shifting from supply-driven to demand-driven, with emotional consumption becoming a key factor. High-end and fashionable gold segments are emerging as significant opportunities [4][36] - **Cosmetics**: The industry is stable in the short term, with a long-term trend favoring domestic brands. Emotional consumption is spreading across various cosmetic categories [4][41] - **Medical Aesthetics**: The industry is experiencing accelerated differentiation, with high-end products showing resilience due to their safety and scarcity [4][44]

Core Viewpoint - The transformation of Jiajiayue Group represents a significant shift in the retail industry, focusing on consumer-centric strategies and the use of "small data" to enhance shopping experiences and operational efficiency [1][9]. Group 1: Company Transformation - Jiajiayue has evolved from a small supermarket in Weihai to a comprehensive retail group with a focus on supply chain and multi-format operations, having gone public in 2016 [1]. - The company is undergoing a transformation from a "product-centric" to a "consumer-centric" approach, emphasizing understanding consumer preferences over merely competing on price [2][4]. - The introduction of a new store layout and various shopping scenarios aims to create a more enjoyable shopping experience for consumers [1][2]. Group 2: Data Utilization - Jiajiayue utilizes "small data" to analyze consumer behavior, creating a detailed database that allows stores to understand the demographics and preferences of customers within a 3-kilometer radius [3]. - The company has reported a 3% increase in store efficiency and a 2-day acceleration in inventory turnover due to enhanced data analytics [3]. Group 3: Supply Chain and Product Development - The procurement team at Jiajiayue has transitioned to "product officers," focusing on designing solutions that meet consumer needs rather than just negotiating prices [4][5]. - The company aims to balance quality and price by optimizing the supply chain, reducing costs through direct sourcing and customized production [5][7]. - Jiajiayue's self-branded and customized products accounted for 13.63% of sales in 2024, reflecting a shift towards "manufacturing retail" to enhance competitive differentiation [7]. Group 4: Market Opportunities - The ongoing international trade tensions have provided Jiajiayue with opportunities to expand its domestic market by introducing foreign products, with over 500 tons of foreign goods already launched [8]. - The company has engaged with over 200 foreign trade enterprises to facilitate the introduction of diverse products into the domestic market, leveraging its extensive store network [8]. Group 5: Industry Implications - Jiajiayue's transformation highlights a broader trend in the Chinese retail industry, where understanding consumer needs through "small data" is essential for driving growth in a competitive landscape [9].