北京市嘉源律师事务所 关于北京菜市口百货股份有限公司 2025 年第三次临时股东大会的 法律意见书 E EF 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 二〇二五年十二月 菜百股份 2025 年第三次临时股东大会 法律意见书 = 源 律师事务所 IA YUAN LAW OFFICES 北京 BEIJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONGKONG · 广州 GUANGZHOU· 西安 XI`AN 关于北京菜市口百货股份有限公司 2025 年第三次临时股东大会的法律意见书 嘉源(2025)-04-939 北京市嘉源律师事务所(以下简称"本所")接受北京菜市口百货股份有限 公司(以下简称"公司"或"菜百股份")的委托,根据《中华人民共和国公司 法》(以下简称"《公司法》")、《上市公司股东会规则》(以下简称"《股 东会规则》")等现行有效的法律、行政法规、部门规章、规范性文件(以下简 称"法律法规")以及《北京菜市口百货股份有限公司章程》(以下简称"《公 司章程》")的有关规定,指派本所律师对公司 2025年第三次临时股东大会(以 下简称"本次股东大会 ...

Core Viewpoint - The jewelry sector experienced a slight decline of 0.16% on December 23, with ST Xinhua Jin leading the drop. The Shanghai Composite Index rose by 0.07% to close at 3919.98, while the Shenzhen Component Index increased by 0.27% to 13368.99 [1]. Group 1: Market Performance - The jewelry sector's performance showed mixed results, with individual stocks experiencing varying degrees of gains and losses. Notable gainers included Chao Hong Mu with a 2.38% increase and Xinghua Jewelry with a 1.52% increase [1]. - ST Xinhua Jin reported the largest decline at 4.81%, followed by Ruibeka at 3.74% and Shen Zhonghua A at 2.25% [2]. Group 2: Trading Volume and Value - The trading volume for Chao Hong Mu reached 174,200 shares with a transaction value of 226 million yuan, while Xinghua Jewelry had a trading volume of 112,900 shares and a transaction value of 150 million yuan [1]. - The overall net inflow of funds in the jewelry sector was 971,100 yuan, with retail investors contributing a net inflow of 4,935,430 yuan, while speculative funds saw a net outflow of 5,032,540 yuan [2]. Group 3: Fund Flow Analysis - Key stocks like Jin Yi Culture and Chao Hong Mu saw significant net inflows from main funds, with Jin Yi Culture receiving 29.32 million yuan, representing 19.04% of its trading volume [3]. - Conversely, stocks such as Ruibeka and Mingpai Jewelry experienced net outflows from main funds, indicating a shift in investor sentiment [3].

Investment Rating - The report assigns an "Accumulate" rating for the industry [4]. Core Insights - The report highlights investment opportunities in the travel industry chain, gold and jewelry, and AI+ sectors [2]. - The upcoming New Year holiday is expected to boost travel and consumption, with specific recommendations for various companies in the travel and hospitality sectors [3][4]. - The retail sector showed a 6.58% increase last week, with the consumer services sector up 4.40%, ranking first and second among 30 industries [3]. Industry Summary - **Travel and Hospitality**: - Recommendations include Ctrip Group and Tongcheng Travel for OTA, Huazhu Group-S, Jinjiang Hotels, and Shoulv Hotels for hotels, and Changbai Mountain for scenic spots [3][4]. - **Gold and Jewelry**: - Recommended stocks include Lao Pu Gold, Caibai Shares, Luk Fook Holdings, Chow Tai Fook, and Chao Hong Ji, with a focus on Emperor Jewelry [3][4]. - **Dividend Stocks**: - Recommended stocks include Sumida, Action Education, and Chongqing Department Store [3]. - **AI+ Sector**: - Recommended stocks include Conant Optical, Chalk, Tianli International Holdings, and Core International, with a focus on Kevin Education and Dou Shen Education [3]. - **Stock Price Movements**: - Notable stock price increases include Hongqi Chain (+22.79%), Jiajiayue (+15.76%), Yonghui Supermarket (+15.20%), and Tianhong Shares (+13.85%) [3]. - **Key Industry Updates**: - Hainan Free Trade Port officially launched its island-wide customs closure operation, achieving sales of over 250 million yuan on the first day, a year-on-year increase of 90% [3]. - McDonald's China announced a price increase of 0.5 to 1 yuan for some menu items [3]. - Luckin Coffee and Dazhong Capital are evaluating the acquisition of Blue Bottle Coffee from Nestlé to enhance brand image and enter the high-end coffee market [3]. - **Retail Sector Data**: - November retail sales data showed a year-on-year increase of 1.3%, with a slowdown attributed to the early "Double Eleven" promotions [3]. - New store openings include JD's discount supermarket in Beijing and Meituan's Xiaoxiang Supermarket, with significant first-day revenues reported [3].

Group 1 - The company, Caibai Co., Ltd. (605599), has launched its New Year products, including the 2026 Year of the Horse gold bars, marking the 24th consecutive year of exclusive sales in Beijing [1] - The company aims to promote traditional Chinese culture through its products and is focusing on the "New Year economy" and the cultural significance of the New Year [1] - A new "Caibai Collection" area has been opened on the second floor of the main store, blending traditional cultural elements with modern aesthetics to enhance cultural consumption and provide a new experience for consumers [1] Group 2 - In the upcoming year, the company plans to introduce more products that align with market demand, emphasizing its commitment to its core business [1] - The company will leverage its fully direct sales model to offer higher quality products, more attentive services, and innovative approaches to continuously deliver warmth and value to consumers [1]

Core Viewpoint - Cai Bai Co., Ltd. reported that its Xiangyun Town store has seen a steady increase in customer traffic and store efficiency since its opening, indicating good operational performance [1] Group 1: Operational Performance - The Xiangyun Town store, located in Beijing's Shunyi district, has achieved a steady improvement in customer traffic and store efficiency since its opening [1] - The company has implemented cultural empowerment, scenario innovation, and service innovation to achieve differentiated operations at the store [1] Group 2: Future Strategy - The company plans to continue optimizing its operational efficiency at the Xiangyun Town store [1] - This store will serve as a model for the company's future channel expansion, particularly in the context of the "museum-store combination" upgrade template [1]

Core Viewpoint - The company has shown continuous improvement in operations since the third quarter, with significant revenue and profit growth driven by enhanced operational quality [1] Financial Performance - In the third quarter, the company achieved a revenue of 5.224 billion, representing a year-on-year increase of 19.93% [1] - The net profit attributable to the parent company was 188 million, reflecting a year-on-year growth of 21.89% [1] Future Strategy - The company plans to maintain a strategy focused on a full range of products, multiple brands, and chain operations to further drive sustainable high-quality development [1]

北京菜市口百货股份有限公司 2025 年第三次临时股东大会 会议资料 股票代码：605599 二〇二五年十二月二十三日 北京菜市口百货股份有限公司 2025 年第三次临时股东大会会议须知 为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，请 全体参会人员共同遵守。 一、为保证股东大会的严肃性和正常秩序，切实维护与会股东、 股东代表的合法权益，请有出席股东大会资格的相关人员准时抵达会 场签到并参加会议。会议谢绝录音录像。股东大会设秘书处，具体负 责大会有关事宜。 二、为更好的服务广大中小投资者，确保有投票意愿的中小投资 者能够及时参会、及时投票。公司拟使用上证所信息网络有限公司（以 下简称"上证信息"）提供的股东大会提醒服务，委托上证信息通过 智能短信等形式，根据股权登记日的股东名册主动提醒股东参会投票， 向每一位投资者主动推送股东大会参会邀请、议案情况等信息。投资 者 在 收 到 智 能 短 信 后 ， 可 根 据 使 用 手 册 （ 下 载 链 接 ： https://vote.sseinfo.com/i/yjt_help.pdf）的提示步 ...

Group 1 - The company, Caibai Co., Ltd. (605599.SH), stated that its business does not involve areas listed in the negative list for foreign investment [1]

Group 1 - The international gold price is reported at $4307.1 per ounce, while international palladium is at $1606.4 per ounce, and international silver is at $63.73 per ounce. The domestic gold price is at ¥970.0 per gram [1] - Major domestic gold retailers have varying prices, with Chow Tai Fook at ¥1353 per gram, and China Gold at the lowest price of ¥1255 per gram. Other notable prices include Chow Sang Sang at ¥1349, and several brands including LUK FOOK, TSL, and King Fook all at ¥1353 per gram [1]

Summary of Cai Bai Co., Ltd. Conference Call Company Overview - **Company**: Cai Bai Co., Ltd. - **Industry**: Gold jewelry and investment products Key Points Financial Performance - In 2025, Cai Bai's revenue and profit are expected to grow by over 20%, driven by stable gold prices and a recovery in jewelry consumption [2][3] - The fourth quarter saw increased demand for investment products due to the implementation of a new gold tax policy on November 1, which stimulated sales [3][4] Impact of Tax Reform - The new tax reform affects both jewelry and investment products; however, the impact on jewelry is minimal due to the overall industry facing increased tax costs [4] - Investment products are more volatile due to tax reform, but Cai Bai's direct sales model provides an advantage [4][5] E-commerce Development - The e-commerce subsidiary has rapidly developed, with sales accounting for over 20% in the first half of the year [6] - The Tmall store has resumed selling investment gold bars, and the Double Eleven sales performance was strong, although specific figures were not disclosed [6][7] New Store Operations - The Xiangyun Town store, opened on April 19, 2025, is performing well with a different customer base compared to the main store [8][9] - This store has a higher proportion of jewelry sales and is the largest store outside the main location, but Cai Bai is cautious about opening new large-scale stores [9] Inventory and Product Strategy - Cai Bai employs a sales-driven production strategy, adjusting inventory based on consumer demand, especially for the upcoming Spring Festival [10] - New products, such as the Year of the Horse gold bars, are being introduced to target niche markets [10] Long-term Planning - The company is formulating its "15th Five-Year Plan," expected to be released in 2026, focusing on stable operations and responding to gold price fluctuations and tax reforms [11][12] - Cai Bai maintains a positive outlook on future performance, aiming to increase net profits, which have been stable between 700 million to 800 million [11][12] Shareholder Returns - Cai Bai plans to continue returning value to shareholders, with a focus on maintaining stable dividends while balancing development needs [13] - There is no indication of significant shareholder sell-off intentions, and the overall equity structure remains stable [14]