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 2024 年年度股东大会的 法律意见书 - - AW OFFICES 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 二〇二五年五月 菜百股份 2024 年年度股东大会 法律意见书 嘉 源 霍 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 致:北京菜市口百货股份有限公司 北京市嘉源律师事务所 关于北京葵祠回百货股份有限公司 2024 年年度股东大会的法律意见书 嘉源(2025)-04-381 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 2024年年 ...

证券代码：605599 证券简称：菜百股份 公告编号：2025-019 北京菜市口百货股份有限公司 2024年年度股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 239 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 575,016,833 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 73.9307 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，董事长谢华萍主持。本次股东大会所采用的表 决方式是现场投票和网络投票相结合的方式。本次会议的召集、召开程序符合《中 华人民共和国公司法》等法律、法规及规范性文件和《北京菜市口百货股份有限 公司章程》的有关规定。 (五) 公司董事、监事和 ...

Group 1 - The core point of the article is that the domestic gold jewelry prices have slightly decreased, with several brands reporting a drop of 4 yuan per gram, now priced at 1012 yuan per gram [1][6] - Major brands such as Zhou Dasheng, Chao Hong Ji, and TSL have their gold jewelry priced at 1012 yuan per gram, while Cai Bai's gold jewelry is priced at 982 yuan per gram [6] - Other brands like Jin Zun and Zhou Liu Fu also have their gold jewelry prices around 996 to 1012 yuan per gram, indicating a general trend of price reduction in the market [6]

国内金饰克价较昨日涨12元 金十数据5月24日讯，金十图示：国内多家黄金珠宝品牌公布的境内足金首饰价格上涨，多家较昨日涨12元/克，报1016元/克。 | | 周大生足金999 | 1016 元/克 | | --- | --- | --- | | | 菜百首饰足金999饰品 | 982.00 元/克 | | 酒后具 | 潮宏基足金(首饰摆件) | 1016 元/克 | | TSL 謝瑞顏 | 谢瑞麟足金饰品 | 1016 元/克 | | ਤੋਂ ਦੇ ਜੋ | 金至尊足金999 | 1016 元/克 | | 周六福 | 周六福足金999 | 996 元/克 | @ JIN10.COM 0.C 金十数据 | 一个交易工具 ...

北京菜市口百货股份有限公司 2024 年年度股东大会会议资料 股票代码：605599 二〇二五年五月二十八日 北京菜市口百货股份有限公司 2024 年年度股东大会会议须知 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）的提示步骤直接投票， 如遇拥堵等情况，仍可通过原有的交易系统投票平 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The company achieved a revenue of 20.23 billion yuan in 2024, representing a year-on-year growth of 22.2%, with a net profit attributable to shareholders of 720 million yuan, up 1.7% year-on-year. In Q1 2025, the revenue reached 8.22 billion yuan, marking a 30.2% increase year-on-year, and the net profit attributable to shareholders was 320 million yuan, up 17.3% year-on-year [2][4][10]. Summary by Sections Financial Performance - In 2024, the company's total revenue was 20.23 billion yuan, with a net profit of 720 million yuan. For Q1 2025, the revenue was 8.22 billion yuan, and the net profit was 320 million yuan, with a non-recurring net profit of 280 million yuan, reflecting a 9.9% year-on-year increase [2][4][10]. Business Operations - The company operates a fully direct sales model, achieving stable growth in operating profits. In 2024, the total number of stores reached 100, with a net increase of 13 stores. Offline revenue was 15.1 billion yuan, up 13% year-on-year, while e-commerce revenue was 4.8 billion yuan, up 60% year-on-year [10]. Product Performance - The gross profit for 2024 was 1.808 billion yuan, with a year-on-year increase of 2%. The gross profit margin for Q1 2025 was 8.3%, a decrease of 1.7 percentage points year-on-year, attributed to the structural reasons of hot sales in investment gold [10]. Future Outlook - The company plans to continue its steady expansion across all channels, with expectations for stable growth in overall performance in 2025. The dividend payout ratio for 2024 is maintained at a high level of 78%, indicating a strong commitment to shareholder returns. EPS is projected to reach 1.05, 1.16, and 1.27 yuan for 2025, 2026, and 2027 respectively [10].

Investment Rating - The investment rating for the company is "Buy" and is maintained [8]. Core Views - The company reported a revenue of 20.23 billion yuan for 2024, representing a year-on-year growth of 22.2%, and a net profit attributable to shareholders of 720 million yuan, which is a 1.7% increase year-on-year. For Q1 2025, the revenue was 8.22 billion yuan, showing a year-on-year growth of 30.2%, with a net profit of 320 million yuan, up 17.3% year-on-year [2][6]. Summary by Sections Financial Performance - In 2024, the company's total revenue reached 20.23 billion yuan, with a year-on-year increase of 22.2%. The net profit attributable to shareholders was 720 million yuan, reflecting a growth of 1.7%. For Q1 2025, the revenue was 8.22 billion yuan, marking a 30.2% increase year-on-year, while the net profit was 320 million yuan, up 17.3% year-on-year [2][6]. Operational Highlights - The company achieved a total of 100 stores by the end of 2024, with a net increase of 13 stores. Offline revenue was 15.1 billion yuan, growing 13% year-on-year, accounting for 75% of total revenue. E-commerce revenue reached 4.8 billion yuan, a significant increase of 60% year-on-year, representing 24% of total revenue [11]. Product Performance - The gross profit for 2024 was 1.808 billion yuan, with a year-on-year increase of 2%. The gross profit margin for Q1 2025 was 8.3%, a decrease of 1.7 percentage points year-on-year. The company experienced a structural increase in gross profit due to the strong sales of investment gold products, despite a decline in the gross profit margin [11]. Future Outlook - The company plans to continue its steady expansion across all channels in 2025, with expectations for stable growth in overall performance. The dividend payout ratio for 2024 is maintained at a high level of 78%, indicating a strong commitment to shareholder returns. The projected EPS for 2025-2027 is expected to be 1.05, 1.16, and 1.27 yuan respectively [11].

Group 1 - The core point of the article is that domestic gold jewelry prices have decreased by 4 yuan per gram, with most brands reporting a price of 982 yuan per gram for 999 gold jewelry [1][3] - Major brands such as Zhou Dasheng, Chao Hong Ji, and TSL Xie Rui Lang are all pricing their 999 gold jewelry at 982 yuan per gram [3] - Cai Bai Jewelry is offering a slightly lower price of 972 yuan per gram for its 999 gold products [3]

Group 1 - The core viewpoint of the articles highlights the recent performance of gold futures and related ETFs, with gold prices experiencing a slight rebound after a dip, currently reported at $3233 per ounce, while gold-related ETFs show strong gains [1] - The launch of the "Super Jewelry Release" event by Lao Feng Xiang on Tmall has attracted significant attention, with over a million viewers and a record-breaking daily sales figure exceeding ten million, indicating the strong potential for high-craftsmanship gold consumption [1] - The report from Guosen Securities emphasizes the close correlation between gold stock prices and gold prices, suggesting that rising gold prices boost investment demand for gold, leading to a multiplier effect on gold stock performance [1] Group 2 - Over the past year, international gold prices have risen significantly, with a 32.55% increase since May 21 of the previous year, while the gold stock ETF has seen a decline of 4.22% during the same period [2] - The divergence between gold prices and gold stocks has been noted multiple times in the past two years, particularly after gold prices reached historical highs, leading to market skepticism about the sustainability of high prices [2] - A recent announcement from Huaxia Fund indicates a reduction in management and custody fees for the gold stock ETF, lowering the total fee rate to 0.2%, which is the lowest in the sector [2][3]

Core Insights - The Chinese gold consumption market is experiencing a significant divide, with international gold prices exceeding $3,240 per ounce and domestic gold jewelry prices surpassing 1,000 yuan per gram, while consumption is declining sharply, with a 26.85% year-on-year drop in gold jewelry consumption in Q1 2025 [1][3] - Major brands like Chow Tai Fook and China Gold are facing revenue declines of 30% to 50%, with Chow Tai Fook closing 177 stores in a single quarter [1][3] - The volatility in gold prices is leading to increased consumer hesitation, with investment gold bars now accounting for 47.6% of demand, indicating a structural shift in the industry [1][3] Market Dynamics - The gold market is undergoing unprecedented turbulence, with Q1 2025 seeing an 18% fluctuation in international gold prices, which has suppressed consumer willingness to purchase [3] - The rigid demand for traditional wedding gold is being squeezed, as consumers shift towards "打金" workshops or the second-hand market due to rising prices [3] - Financial reports indicate a 62.96% year-on-year drop in net profit for the gold industry, with Chow Tai Fook's same-store sales declining by 13.2% [3][6] Consumer Behavior - The younger generation (ages 18-34) is increasingly viewing gold as an "emotional container" rather than a family asset, contributing to 38% of gold jewelry sales, with women making up 67% of this demographic [7][11] - This shift in consumer logic is prompting brands to rethink their product offerings, focusing on design and cultural value rather than just weight [11][21] IP Collaboration - The rise of "golden millet" (IP-linked gold products) is seen as a key strategy for brands to navigate the current market challenges, combining the value of gold with emotional connections from popular culture [1][13] - Successful collaborations include Chow Tai Fook's partnership with Chiikawa and Disney, which have seen significant sales, including a limited-edition golden figurine priced at 880,000 yuan [9][11] - The trend indicates a growing acceptance of high-priced gold products that leverage cultural significance, with some items priced at over 2,590 yuan per gram, far exceeding traditional investment gold prices [11][21] Industry Transformation - The industry is witnessing a shift from traditional expansion models to more refined operations, with major brands closing numerous stores to adapt to changing market conditions [6][22] - The integration of technology, such as 3D printing and AI design, is facilitating product innovation and reducing production times, allowing for more complex designs [17][22] - The future of the gold market will depend on establishing a sustainable value ecosystem that balances the timeless attributes of gold with the rapid evolution of subcultures [21][22]