公司补选董事的提名程序符合《公司法》和《公司章程》的有关规定。经审 阅董事候选人履历等材料，未发现其中有《公司法》不得担任公司董事的情形， 亦未有被中国证监会确定为市场禁入者且禁入尚未解除的现象，董事候选人的任 职资格符合担任上市公司董事的条件，符合《公司法》《公司章程》的有关规定。 同意将《关于补选董事的议案》提交公司股东大会审议。 中百控股集团股份有限公司 独立董事关于第十届董事会第二十七次会议 相关事项的独立意见 2023 年 8 月 28 日，中百控股集团股份有限公司（以下简称"公司"）召开 第十届董事会第二十七次会议，作为公司独立董事，我们参加了这次会议。根据 中国证监会《上市公司独立董事规则》《上市公司治理准则》《深圳证券交易所股 票上市规则》以及《公司章程》等有关规定，基于独立判断的立场，就本次会议 审议的相关议案发表如下独立意见： 一、关于补选董事的独立意见 根据相关法律法规的规定，我们作为公司的独立董事，经认真审查相关资料 后，现就 2023 年半年度公司第一大股东及其他关联方占用公司资金情况、公司 对外担保情况的专项说明和独立意见发表如下： 1.报告期内，公司与关联方的资金往来均属正常经营 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥3,512,228,785.84, representing a year-on-year increase of 1.94% compared to ¥3,445,555,296.69 in the same period last year[3] - Net profit attributable to shareholders increased by 424.72% to ¥11,540,018.20 from ¥2,199,265.54 in the previous year[6] - The net profit attributable to shareholders after deducting non-recurring gains and losses rose by 249.12% to ¥9,442,712.55, compared to a loss of ¥6,332,223.47 in the same period last year[6] - Basic earnings per share increased by 500% to ¥0.018 from ¥0.003 in the same period last year[6] - Net profit for Q1 2023 reached CNY 10,916,810.40, significantly up from CNY 2,961,483.85 in the same period last year, marking an increase of approximately 268.5%[15] - The total comprehensive income attributable to the parent company reached CNY 11,540,018.20, a significant increase from CNY 2,199,265.54 in the previous period[16] Cash Flow and Investments - The net cash flow from operating activities increased by 27.77% to ¥414,972,105.39 from ¥324,781,161.01 in the previous year[3] - The net cash flow from operating activities was CNY 414,972,105.39, up from CNY 324,781,161.01 year-over-year, indicating a growth of approximately 28%[17] - The total cash inflow from operating activities amounted to CNY 4,192,301,263.74, compared to CNY 4,140,103,914.44 in the same period last year[17] - The net cash flow from investing activities was negative at CNY -10,241,242.83, an improvement from CNY -44,294,625.90 in the previous period[17] - The net cash flow from financing activities was negative at CNY -625,411,753.76, compared to a positive CNY 240,132,719.21 in the previous year[18] - The company paid CNY 659,486,996.70 in debt repayments during the financing activities, down from CNY 750,000,000.00 in the previous period[18] - The total cash outflow from financing activities was CNY 853,018,698.11, a decrease from CNY 947,095,927.08 year-over-year[18] - The company received CNY 209,000,000.00 in borrowings during the financing activities, a significant decrease from CNY 1,160,000,000.00 in the previous year[18] Assets and Liabilities - Total assets at the end of the reporting period were ¥11,928,291,031.22, a decrease of 5.15% from ¥12,575,852,269.08 at the end of the previous year[3] - Total assets decreased to CNY 11,928,291,031.22 at the end of Q1 2023, down from CNY 12,575,852,269.08 at the beginning of the year, a reduction of about 5.15%[13] - Current liabilities decreased to CNY 6,572,737,307.01 from CNY 7,169,658,709.16, reflecting a decline of approximately 8.34%[12] - Inventory levels decreased to CNY 1,514,321,354.45 from CNY 1,857,390,631.42, a reduction of about 18.43%[12] - The total equity attributable to shareholders increased to CNY 2,772,409,940.02 from CNY 2,753,958,067.85, reflecting a growth of about 0.67%[13] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 44,675[8] - The top three shareholders held a combined 43.85% of the company's shares, with Wuhan Shangan Group Co., Ltd. holding 20.07%[9] Expenses - Operating costs for Q1 2023 were CNY 3,494,010,664.89, compared to CNY 3,440,592,330.79 in Q1 2022, indicating an increase of approximately 1.55%[15] - Research and development expenses decreased to CNY 6,387,796.02 from CNY 8,139,278.11, a decline of about 21.5%[15] Accounts Receivable - The company reported a significant increase in accounts receivable, which rose to CNY 310,852,064.08 from CNY 250,725,022.27, an increase of approximately 24%[12] Cash and Cash Equivalents - The company’s cash and cash equivalents decreased to CNY 1,206,718,782.43 from CNY 1,425,225,862.56, a decline of approximately 15.36%[12] - The cash and cash equivalents at the end of the period decreased to CNY 1,171,772,627.01 from CNY 1,655,973,289.39, reflecting a decline of approximately 29%[18] Return on Equity - The weighted average return on equity was 0.42%, up from 0.07% in the previous year[3] Government Subsidies - The company received government subsidies amounting to ¥6,404,833.27 during the reporting period[5]

投资者关系活动 类别 □特定对象调研 □分析师会议 □媒体采访 ☑业绩说明会 □新闻发布会 □路演活动 □现场参观 □电话会议 □其他 参与单位名称 及人员姓名 中百集团 2022 年度业绩说明会采用网络远程方式进行，面向 全体投资者 时间 2023 年 4 月 14 日 15:00-16:30 地点 深圳证券交易所"互动易平台"http://irm.cninfo.com.cn "云访谈"栏目 公司接待人员 姓名 董事长：汪梅方 总经理：张俊 独立董事：冀志斌 副总经理：胡剑 副总经理、董事会秘书：李慧斌 投资者关系活动 主要内容介绍 1.您认为中百的核心竞争力是什么? 答：中百集团经过多年的发展，已经形成强大的网点规模、 丰富的业态、多温层商品物流配送能力、自有生鲜加工工 厂、高市场渗透的品牌影响力以及大量积累的会员，同时为 民生服务保障积累了良好的口碑，这些都是公司的核心竞争 力。 2.贵公司 2022 年亏损的主要原因有哪些？ 答：2022 年受宏观经济形势变化影响，居民消费需求放缓， 临时闭店超预期，以及新业态及电商的发展带来渠道的多元 化，实体店的来客数减少，造成营业收入和毛利额下降；本 | 年关闭 ...

Financial Performance - The total revenue for 2022 was approximately ¥12.20 billion, a decrease of 1.08% compared to ¥12.33 billion in 2021[23]. - The net profit attributable to shareholders was a loss of approximately ¥319.84 million, representing a significant decline of 1,322.60% from a loss of ¥22.48 million in 2021[23]. - The net cash flow from operating activities was approximately ¥774.50 million, down 17.32% from ¥936.71 million in the previous year[23]. - The basic and diluted earnings per share were both -¥0.49, a decrease of 1,533.33% compared to -¥0.03 in 2021[23]. - The total assets at the end of 2022 were approximately ¥12.58 billion, an increase of 0.92% from ¥12.46 billion at the end of 2021[23]. - The net assets attributable to shareholders decreased by 10.41% to approximately ¥2.75 billion from ¥3.07 billion in 2021[23]. - The company reported a significant increase in non-recurring losses, with the net profit excluding non-recurring items at approximately -¥329.18 million, a decline of 216.20% from -¥104.10 million in 2021[23]. Revenue Sources and Growth - Online sales reached CNY 1.724 billion, representing a year-on-year growth of 31.5%[40]. - The company’s food delivery business sales increased by 25.8% year-on-year[40]. - The total revenue from the company's retail outlets reached 1,070,000,000 CNY, with direct stores contributing 1,070,000,000 CNY and franchise service income of 189,000 CNY from community supermarkets[43]. - The company’s supermarket sales revenue for 2022 was approximately ¥11.46 billion, a decrease of 3.50% compared to 2021[56]. - The logistics and transportation segment saw a significant revenue increase of 36.16%, driven by the development of third-party logistics and group purchasing initiatives[56]. Business Expansion and Strategy - The company opened 259 new business outlets, bringing the total to 1,683, a net increase of 144 outlets compared to the end of 2021[39]. - The company plans to add 300 new commercial outlets in 2023, including 100 warehouse supermarkets and 200 convenience stores[79]. - The company aims to develop a new online platform matrix "X+1+N" to integrate online and offline business models[82]. - The company is actively pursuing market expansion, targeting a 20% increase in market share within the next two years[103]. - The company plans to expand its market presence in three new provinces, aiming for a 10% market share in these regions within two years[119]. Operational Efficiency and Logistics - The company’s logistics efficiency improved by 28% through centralized warehouse management[40]. - The logistics system is expanding third-party logistics services, providing customized warehousing, transportation, and distribution services[48]. - Self-owned logistics accounted for 11% of total logistics expenses, while outsourced logistics accounted for 89%[48]. - The company has four distribution centers in Wuhan, with a total operational area of nearly 250,000 m²[51]. Research and Development - Research and development expenses rose by 93.78% to approximately ¥30.94 million, reflecting new projects in digital intelligence[61]. - The company’s research and development investment amounted to approximately ¥37.25 million, representing 0.31% of total revenue, up from 0.18% in the previous year[64]. - The R&D budget has been increased by 30% to support the development of innovative technologies and products[119]. Corporate Governance and Management - The company held 21 board meetings throughout the reporting period, with significant decisions made in each session[124]. - The board of directors had a high attendance rate, with most members participating in over 80% of the meetings[125]. - The company has implemented an incentive plan for restricted stock in 2022, which was discussed and approved by the remuneration and assessment committee[128]. - The company has a management fee structure where it pays 2.5% of the annual gross profit from 10 stores to a related party for management services[183]. Sustainability and Social Responsibility - The company is committed to sustainability, with plans to reduce carbon emissions by 15% over the next five years[103]. - The company has complied with environmental regulations and has no instances of exceeding pollutant discharge limits as per its pollution discharge permit[152]. - The company donated materials worth 500,000 yuan to Wuhan Charity Federation and provided 1,480 items to the local welfare institution[160]. Future Outlook - The company provided a positive outlook for 2023, projecting a revenue growth of 12% to 15% based on market expansion strategies[103]. - The company’s future outlook indicates a recovery in consumer spending and a shift towards brand and quality in the retail market[77]. - Future performance guidance suggests a positive outlook with expected revenue growth of approximately 10% year-over-year[125].

为充分尊重投资者、提升交流的针对性，现就公司 2022 年度业绩说明会提 前向投资者公开征集问题，广泛听取投资者的意见和建议。欢迎广大投资者于 2023 年 4 月 7 日（星期五）前将关注的问题通过电子邮件的形式发送至公司邮 箱 zbjtzqb@whzb.com ， 投资者也可提前登录"互动易"平台 （http://irm.cninfo.com.cn）"云访谈"栏目进入公司本次说明会页面进行提 问，公司将在本次业绩说明会上对投资者普遍关注的问题进行回答。欢迎广大投 资者积极参与。 特此公告。 中百控股集团股份有限公司 关于举行 2022 年度网上业绩说明会的公告 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"）已于 2023 年 3 月 31 日在 巨潮资讯网（http://www.cninfo.com.cn）披露了公司《2022 年年度报告》。 为便于广大投资者进一步了解公司情况，公司拟于 2023 年 4 月 14 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 202 ...

Group 1: Store Network and Expansion - As of the end of Q3, the company has a total of 1,023 operating stores, including 265 hypermarkets and 704 supermarkets [2][3] - The company opened 14 new hypermarket stores, 46 new supermarkets, and 10 department stores during the period [2][3] - A total of 13 stores were closed, including 4 in the city, 3 in the province, and 6 in Chongqing [3] Group 2: Strategic Management and Store Optimization - The company is shifting focus from rapid expansion to enhancing internal management and core competitiveness for sustainable growth [3] - There is a commitment to closing underperforming stores, with plans to close more loss-making locations by year-end [3] - The company is undergoing renovations of older stores to improve shopping experiences and maximize internal growth potential [3] Group 3: Strategic Partnerships - The company is exploring strategic cooperation with Yonghui Supermarket to leverage mutual strengths in resources, networks, information, and logistics [4] - Initial discussions have led to a framework for collaboration, with project teams from both companies currently coordinating [4] Group 4: Investor Relations and Communication - The company conducted an investor relations activity on November 14, 2014, ensuring compliance with information disclosure regulations [4] - There was thorough communication with investors, with no significant undisclosed information leaked during the meeting [4]

Group 1: Store Expansion Plans - In 2015, the company plans to add a total of 105 new outlets, including 5 warehouse stores and 100 supermarkets, with no new department stores planned for this year [2][3]. Group 2: Strategic Cooperation with Yonghui Supermarket - A strategic cooperation framework agreement was signed with Yonghui Supermarket on October 10, 2014, focusing on resource sharing, network collaboration, and logistics [3]. - In the first half of the year, centralized procurement involved 16 major categories and introduced 112 new products [3]. Group 3: Workforce Optimization and Efficiency Improvement - The company reduced its workforce by 4,120 in the warehouse segment, achieving a 12% increase in average labor efficiency [3]. - The convenience store segment implemented measures to optimize staffing, resulting in an 11-person reduction in total staff and a 13.84% increase in average labor efficiency [4]. - The department store segment reduced staff by 97, with a 14.15% improvement in labor efficiency metrics [4]. - The electrical appliance segment focused on multi-skilled employee training, leading to a 13.73% decrease in on-site staff compared to the previous year [4].

Group 1: Company Strategy and Market Adaptation - The company aims to adapt to the "new normal" in the market by focusing on reform and transformation, emphasizing quality and efficiency in development [2] - A joint procurement mechanism will be established for two supermarket companies to promote resource sharing [2] - The company plans to enhance cost control by benchmarking against advanced industry peers and improving operational efficiency [3] Group 2: Expansion Plans - In 2015, the company plans to open 105 new outlets, including 5 large warehouses and 100 new supermarkets [3] - In the first quarter, the warehouse company opened 2 new stores and closed 8, while the supermarket company opened 20 new stores and closed 7 [3] Group 3: Logistics Development - The Jiangxia fresh logistics project consists of two phases: the first phase includes cold chain logistics and a fruit and vegetable distribution center, while the second phase involves a central kitchen project [3] - The first phase of the Jiangxia project has been completed and is now operational [3]

Group 1: Company Overview - The total operating area of the company is approximately 1.12 million square meters, with self-owned property accounting for about 350,000 square meters, representing approximately 30% of the total area [1] Group 2: Logistics and Supply Chain - The Jiangxia Fresh Logistics Park project is divided into two phases: the first phase includes cold chain logistics and a fruit and vegetable distribution center, while the second phase features a central kitchen project, which is now operational [2] - In October 2014, the company signed a strategic cooperation framework agreement with Yonghui Supermarket to enhance resource sharing and logistics collaboration, involving centralized procurement across 16 major categories in the first half of the year [2] Group 3: Retail Operations - As of the end of the third quarter, the company operates 769 convenience store outlets, including 31 franchises, primarily focusing on fast-moving consumer goods with a gross profit margin higher than that of hypermarkets [2] - The company plans to continue the steady development of convenience stores to strengthen its operational and scale advantages [2] Group 4: Strategic Direction - The company is committed to enhancing its core business, focusing on the management of products, services, and supply chains, with an emphasis on reform and transformation to improve operational quality and scale efficiency [2][3]

证券代码： 000759 证券简称：中百集团 编号：20141119 中百控股集团股份有限公司投资者关系活动记录表 | --- | --- | --- | |-----------------------------|--------------------------|--------------------------------------------------| | | | | | 投资者关系活动 | √ 特定对象调研 □ | 分析师会议 | | 类别 | □ 媒体采访 □ | 业绩说明会 | | | □ 新闻发布会 | □ 路演活动 | | | □ 现场参观 | | | | □ 其他 | （请文字说明其他活动内容） | | 参与单位名称及 | 野村国际（香港）有限公司 | 李菲 | | 人员姓名 | | 摩根士丹利 张嘉行 德盛安联资产管理 黄瑞麒 | | 时间 | 2014 年 11 月 19 | 日上午 | | 地点 | 公司本部 | | | 上市公司接待人 | 董秘杨晓红、证代陈雯 | | | 员姓名 | | | | | | | | 投资者关系活动 主要内容介绍 | 容如下： | 对公司经营 ...