湖北瑞通天元律师事务所 关于中百控股集团股份有限公司 2024 年年度股东会的 法律意见书 鄂瑞天律非诉字［2025］第 353 号 致：中百控股集团股份有限公司 湖北瑞通天元律师事务所 法律意见书 湖北瑞通天元律师事务所（以下简称"本所"）受中百控股集团股份有限公 司（以下简称：公司）委托，指派见证律师出席中百控股集团股份有限公司 2024 年年度股东会（以下简称：本次股东会），对本次股东会的合法性进行见证并出 具法律意见。 本法律意见书根据《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》以及 《中百控股集团股份有限公司章程》（以下简称：《公司章程》）等有关法律、 法规和规范性文件而出具。 为出具本法律意见书，本所律师审查了公司本次股东会的有关文件和材料。 本所律师得到公司如下保证，即公司已提供了本所律师认为出具本法律意见书所 必需的材料，公司所提供的原始材料、副本、复印件等材料、口头证言均符合真 实、准确、完整的要求，有关副本、复印件等与原始材料一致。 在本法律意见书中，本所律师仅对本次股东会的召集、召开程序、出席会议 人员资格、召集 ...

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].

Group 1 - Rumors circulated about Jack Ma's return to Alibaba, but he stated he had not heard of such plans [1] - Alibaba CEO Wu Yongming emphasized the need for the company to return to its entrepreneurial roots and embrace innovation in the face of AI technology [2][3] - Alibaba has reportedly reconnected internal network permissions across various business units, allowing employees to collaborate more effectively [3] Group 2 - Tmall's 618 shopping festival will feature a simplified discount model, offering a 15% reduction on purchases, with additional coupons and discounts available [4] - Douyin has intensified efforts to combat fraudulent tipping practices in live streaming, recovering over 1,000 accounts in the first quarter [5] - Dazhong Dianping has launched a reporting channel for users to report harassment from merchants related to reviews [6] Group 3 - The e-commerce platform Dewu reported a doubling of annual sales for 6,120 brands, with over 500 million users, primarily targeting the post-95 demographic [7] - Xiangdao Travel announced a C-round financing of over 1.3 billion RMB and plans for an IPO in Hong Kong [8] - Shenzhou Car Rental initiated a "dirty must compensate" service quality month to enhance vehicle cleanliness standards [9] Group 4 - Google Pay's regulatory oversight by the U.S. Consumer Financial Protection Bureau has been revoked, reversing a previous decision [10] - Tencent has launched an open-source video generation tool, enhancing capabilities for creating customized videos [11] - Semiconductor manufacturer SMIC indicated potential downward adjustments in inventory targets from smartphone clients due to market conditions [13] Group 5 - TSMC reported a 48.1% year-on-year increase in sales for April, reaching 349.57 billion NTD [14] - Major U.S. tech companies discussed the need for increased infrastructure investment and reduced regulatory barriers for AI at a congressional hearing [15] - Elon Musk's AI startup xAI is in talks for new funding, with a potential valuation increase from $80 billion to $120 billion [17] Group 6 - New Hope reported a sales volume of 1.596 million pigs in April, with a revenue of 2.278 billion RMB [33] - Fangzheng Securities announced a leadership change with the retirement of its president and the appointment of a new president [34] - Fosun Pharma received FDA approval for clinical trials of its self-developed product aimed at treating androgenetic alopecia [35][36] Group 7 - Shimao Group reported a cumulative contract sales amount of approximately 9.07 billion RMB for the first four months of 2025 [37]

Group 1 - Alibaba's CEO Wu Yongming emphasized the need for the company to return to its entrepreneurial roots and adapt to the opportunities and risks presented by the AI technology revolution [3][4] - Alibaba has reportedly opened up internal network permissions, allowing employees from various business units to reconnect after two years, indicating a potential shift towards a more unified corporate culture [4] - Tmall's 618 shopping festival will feature a simplified discount structure, offering a 15% discount for single-item purchases, with additional coupons and price protection measures in place [4] Group 2 - TikTok's live streaming platform has intensified efforts to combat "emotional disguise" scams, recovering over 1,000 accounts in the first quarter for violating guidelines [5] - Dazhong Dianping has launched a reporting channel for users to report inducements for positive reviews and harassment for negative reviews, with significant numbers of complaints received during the recent holiday [6][7] - The e-commerce platform Dewu reported a doubling of annual sales for 6,120 brands, with a user base exceeding 500 million, primarily targeting the post-95 demographic in China [8] Group 3 - Xiangdao Travel has completed over 1.3 billion RMB in Series C financing and announced plans for an IPO in Hong Kong, focusing on personal and corporate travel services [9] - Shenzhou Car Rental has initiated a "dirty must compensate" service quality month, promising triple compensation for users who find vehicles not meeting cleanliness standards [10] - Google Pay has had its regulatory oversight lifted by the U.S. Consumer Financial Protection Bureau, reversing a previous decision made during the Biden administration [11] Group 4 - TSMC reported a 48.1% year-on-year increase in sales for April, reaching 349.57 billion NTD, with a 22.2% month-on-month growth [15] - Semiconductor foundry SMIC indicated that smartphone clients may lower inventory targets for Q3, facing price pressure in the foundry industry [14] - Ford has withdrawn its annual earnings guidance due to potential significant impacts from tariffs on net profits, despite reporting better-than-expected Q1 results [27] Group 5 - Panasonic Holdings announced plans to cut 10,000 jobs by 2029, representing about 4% of its global workforce of approximately 228,000 [32] - New Hope reported a sales volume of 1.596 million pigs in April, with a revenue of 2.278 billion RMB, reflecting a year-on-year decrease in revenue [34] - Shimao Group's contract sales for the first four months of 2025 reached approximately 9.07 billion RMB, with an average sales price of 12,209 RMB per square meter [37]

Group 1: Company Performance and Financials - In 2024, the company achieved a revenue of CNY 10.381 billion, with a net profit attributable to shareholders of -CNY 528 million [5] - In Q1 2025, the revenue was CNY 2.566 billion, with a net profit attributable to shareholders of -CNY 98.851 million [5] Group 2: Industry Overview - In 2024, the total retail sales of consumer goods increased by 3.5% year-on-year, while online retail sales grew by 7.2% [2] - Among retail formats, convenience stores, specialty stores, and supermarkets saw year-on-year growth of 4.7%, 4.2%, and 2.7% respectively, while department stores and brand specialty stores experienced declines of 2.4% and 0.4% [2] Group 3: Future Growth Drivers - Key drivers for future profit growth include focusing on digital transformation, enhancing organizational efficiency, and optimizing cost control [1] - The company plans to strengthen member marketing and promote its "Zhongbai Neighborhood Purchase" app to enhance online product management and marketing [1] Group 4: Strategic Initiatives - The company aims to deepen supply chain reforms and improve store-level profitability through tailored strategies [2] - Plans include the closure of underperforming stores and the introduction of community service projects to enhance service quality [2] Group 5: Challenges and Responses - The company faces significant challenges due to increased competition from discount stores and e-commerce, leading to reduced foot traffic in traditional supermarkets [5] - To address losses, the company is focusing on digital transformation, supply chain optimization, and enhancing management structures [5]

Group 1 - The retail sector experienced a significant decline in the late trading session, with Maoye Commercial (600828) hitting the daily limit down [1] - Guofang Group (601086) and Guoguang Chain (605188) both fell over 7% [1] - Dongbai Group (600693), Guangbai Co. (002187), and Zhongbai Group (000759) also saw notable declines [1]

Group 1 - The A-share cross-border e-commerce sector experienced a significant rise at the beginning of trading, with stocks such as Kuaishangtong and Shengtong Co. hitting the daily limit for gains [1] - Taihu Snow saw an increase of over 9%, indicating strong market interest and performance in the sector [1] - Other companies like Zhongfangbiao and Zhongbai Group also experienced upward movement, reflecting a broader positive trend in the cross-border e-commerce industry [1]

截至报告期末，中百集团的货币资金为8.92亿元，同比下降33.38%；应收账款为5亿元，同比增长 2.97%；有息负债为16.03亿元，同比增长2.54%。货币资金与流动负债的比例仅为18.63%，近3年经营性 现金流均值与流动负债的比例为12.87%，提示公司存在一定的流动性风险。 财务概况 近期，中百集团发布了2025年一季报。报告显示，公司营业总收入为25.66亿元，同比下降21.29%；归 母净利润为-9885.1万元，同比下降303.27%；扣非净利润为-8167.38万元，同比下降413.81%。 费用控制与现金流 近期中百集团（000759）发布2025年一季报，证券之星财报模型分析如下： 盈利能力分析 公司的销售费用、管理费用和财务费用总计为6.46亿元，三费占营收比为25.18%，同比增加了16.3%。 每股经营性现金流为0.13元，同比减少了75.46%。这显示出公司在费用控制方面面临较大压力，同时现 金流状况不容乐观。 从盈利能力来看，中百集团的毛利率为22.86%，同比增加了4.16个百分点，但净利率却为-3.88%，同比 减少了351.06个百分点。这表明尽管公司在控制成本方面有所改 ...

Core Viewpoint - In 2024, the company demonstrated strong resilience and development potential in a challenging market environment through strategic initiatives and innovative practices [1] Business Structure Optimization - The company reported a revenue of 10.381 billion yuan in 2024, with the supermarket business generating 9.262 billion yuan, accounting for 89.22% of total revenue [2] - The company has focused on building a "quarter-hour convenient living circle," completing the transformation of 10 warehouse hypermarkets and launching the new "Zhongbai Neighbourhood" format to enhance consumer shopping experiences [2] - New store openings included 163 convenience stores, 18 community supermarkets, 1 rural supermarket, 5 community canteens, and 14 new brand stores "Zhongbai Qianshuang Xiaozhan," further solidifying its commercial layout [2] Operational Efficiency Improvement - The company improved operational management by accelerating supply chain development and optimizing product structure, achieving a product turnover rate of nearly 80% in transformed warehouse hypermarkets [3] - Over 10,000 low-efficiency SKUs were eliminated in convenience stores, and 265 new products were developed, enhancing market competitiveness [3] - Sales, management, and financial expenses decreased, with sales expenses down by 11.52% compared to the previous year, indicating effective measures in optimizing sales strategies and enhancing management efficiency [3] Accelerated Digital Transformation - The company advanced its digital transformation by completing projects like the financial management platform and launching procurement and asset management systems, enhancing data analysis and operational efficiency [4] - The self-developed online platform "Zhongbai Neighbourhood Purchase" saw a 66% year-on-year sales increase, showcasing significant growth potential [4] - The company conducted over 1,600 live broadcasts, attracting more than 260 million viewers, which broadened sales channels and improved brand influence [4] Organizational Management Innovation - The company recruited 230 young talents and implemented a "100 college students reserve training plan," injecting fresh energy into its development [5] - Financial management reforms included vertical management of subsidiary financial positions and appointed financial leaders to enhance financial oversight and effectiveness [5] - The company strengthened internal control risk prevention and management, focusing on financial, funding, procurement, and contract management areas [5] Social Responsibility Commitment - The company actively fulfills its social responsibilities and was recognized as a model case for social responsibility practices among Hubei listed companies [6] - Initiatives included community support for left-behind children and the elderly, providing essential goods to disadvantaged families, and offering exclusive member benefits to 18,000 veterans, resulting in direct savings of over 4 million yuan [6] - Participation in community service activities enhanced local convenience and fostered community engagement [6] Future Outlook - The company aims to enhance its core competitiveness and steadily progress towards becoming a century-old livelihood enterprise, aspiring to achieve remarkable performance in the retail sector [7]

证券代码：000759 证券简称：中百集团 公告编号：2025-019 特此公告。 中百控股集团股份有限公司 董 事 会 2025 年 4 月 28 日 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 中百控股集团股份有限公司（以下简称"公司"）已分别于 2025 年 4 月 26 日在巨潮资讯网（http://www.cninfo.com.cn）披露公司《2024 年年度报告》， 于 2025 年 4 月 28 日披露公司《2025 年第一季度报告》。为便于广大投资者进 一步了解公司情况，公司拟于 2025 年 5 月 9 日（星期五）15:00-16:30 通过深 圳证券交易所"互动易"平台"云访谈"栏目举办2024年度暨2025年第一季度 网上业绩说明会。本次说明会将采用网络远程的方式举行，投 资 者 可 登 陆 深 圳 证 券 交 易 所"互动易"平台（http://irm.cninfo.com.cn），进入"云 访谈"栏目参与本次说明会。 出席本次说明会的人员有：董事长、总经理汪梅方先生，独立董事杜鹏先生， 副总经理胡剑先生，副总经理、董事会秘书李慧 ...