国浩律师（杭州）事务所 法律意见书 国浩律师（杭州）事务所 关 于 浙江中国小商品城集团股份有限公司 2025 年第四次临时股东会的 法律意见书 杭州市老复兴路白塔公园 B 区 2 号、15 号楼（国浩律师楼） 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang, 310008, China 电话：0571-81676827 传真：0571-85775643 网址/Website: http://www.grandall.com.cn 二〇二五年十二月 国浩律师（杭州）事务所 法律意见书 国浩律师（杭州）事务所 关 于 浙江中国小商品城集团股份有限公司 2025 年第四次临时股东会的 法律意见书 致：浙江中国小商品城集团股份有限公司 国浩律师（杭州）事务所（以下简称"本所"）接受浙江中国小商品城集团 股份有限公司（以下简称"公司"）委托，指派律师出席公司 2025 年第四次临 时股东会（以下简称"本次股东会"），并依据《中华人民共和国公司法》（以 下简称"《公司法》" ...

证券代码：600415 证券简称：小商品城 公告编号：临 2025-077 浙江中国小商品城集团股份有限公司 第十届董事会第一次会议决议公告 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个别及连带责任。 一、董事会会议召开情况 （一）本次董事会的召开方式、程序均符合相关法律、法规、规章和《公司 章程》的要求。 （二）本次董事会的会议通知及材料于 2025 年 12 月 2 日以电子邮件、书面 材料等方式送达全体董事。 （三）本次董事会于 2025 年 12 月 19 日以通讯结合现场表决方式召开。 （四）本次董事会应出席董事 9 人，实际出席董事 9 人。 二、董事会会议审议情况 （一）审议通过了《关于选举第十届董事会董事长、副董事长及代表公司执 行公司事务的董事的议案》 （三）审议通过了《关于聘任公司总经理的议案》 同意聘任包华先生为公司总经理，任期自董事会通过之日起至本届董事会届 满之日为止。 选举陈德占先生为公司第十届董事会董事长、代表公司执行公司事务的董事， 并担任公司法定代表人，选举包华先生为公司第十届董事会副董事长，任期自 ...

Group 1 - The company, Xiaogoods City, announced the appointment of new executives, including five vice presidents and a new board secretary and financial officer [1] - The revenue composition for Xiaogoods City for the year 2024 is as follows: 58.82% from product sales, 29.09% from market operations, 4.7% from trade services, 4.54% from other businesses, and 2.85% from supporting services [1] - As of the report date, Xiaogoods City's market capitalization is valued at 91.2 billion yuan [1]

Group 1 - The Hainan Free Trade Port officially launched its island-wide customs closure on December 18, 2025, marking a significant step in China's commitment to high-level opening-up and the construction of an open world economy [1] - Hainan's provincial secretary, Feng Fei, emphasized the acceleration of alignment with international high-standard economic and trade rules, aiming to showcase China's expanding openness and the significant opportunities it presents [3] - The central economic work conference identified "maintaining openness and promoting multi-field win-win cooperation" as a key task for the upcoming year, highlighting the importance of reform and high-quality development [5] Group 2 - The first batch of "zero tariff" petrochemical raw materials, weighing 179,000 tons, successfully cleared customs at the Yangpu Port following the launch of the Hainan Free Trade Port [7] - China is actively aligning with international high-standard economic and trade rules, having established 22 free trade pilot zones and the Hainan Free Trade Port, which aims to reduce trade costs and enhance the flow of factors [7] - The Ministry of Commerce reported that over 110 pilot measures have been introduced in key areas such as trade, investment, and intellectual property, with the goal of replicating successful experiences across a broader scope [9] Group 3 - The central economic work conference called for steady progress in institutional opening-up and the expansion of service sector openness, alongside the promotion of the Hainan Free Trade Port [14] - China is progressively reducing the foreign investment negative list and has eliminated restrictions on foreign investment in the manufacturing sector, demonstrating a commitment to institutional opening [11] - The establishment of the global digital trade center in Yiwu signifies a shift from traditional trade models to a digital trade ecosystem, with expectations of significant sales growth [21][23] Group 4 - The central economic work conference emphasized the need to deepen reforms in foreign investment promotion systems and enhance comprehensive overseas service systems [27] - Multinational companies are increasingly investing in China, with notable projects including Airbus's second A320 assembly line in Tianjin and Siemens Medical's high-end R&D base in Shenzhen [27] - China's commitment to opening up is expected to create new opportunities for global economic growth and collaboration [29]

Core Viewpoint - The wholesale and retail industry in China is facing challenges due to slowing growth and intensified competition, necessitating a shift from "scale dividends" to "value dividends" to enhance quality and innovation in services [1] Group 1: Industry Challenges and Transformations - The wholesale and retail sector is entering a phase of stock competition, with overall growth rates slowing down [3] - Companies are exploring strategies to break through the low-price competition, focusing on AI-driven smart pricing and a comprehensive service ecosystem [3] - The industry is characterized by a need for digital transformation and quality enhancement to create new consumer value [4][5] Group 2: Company Strategies and Innovations - Xiaogoods City has transformed from a traditional market to a comprehensive trade service provider, leveraging AI technology to enhance service efficiency and product design [3] - Chongqing Department Store has focused on product quality, supply chain optimization, and enhancing customer experience through digital transformation [5] - Both companies are actively adjusting their business models and exploring new market opportunities to adapt to the changing landscape [6][7] Group 3: Market Expansion and Consumer Engagement - Xiaogoods City has established a presence in 35 countries with 74 overseas brand projects, aiming to enhance international trade and support small and medium enterprises [6][7] - Chongqing Department Store is innovating its retail spaces to attract younger consumers, particularly targeting the "Z generation" through immersive experiences and themed events [8] - The overall profitability of Chongqing Department Store has improved significantly due to strategic adjustments in its retail formats [7][8]

Core Viewpoint - The wholesale and retail industry in China is undergoing a transformation from "scale dividends" to "value dividends," driven by the need to adapt to changing global trade dynamics and domestic consumption patterns [1] Group 1: Industry Challenges and Responses - The wholesale and retail industry in China is experiencing a slowdown in growth and entering a phase of stock competition, leading to intensified internal competition and significant challenges for enterprises [4] - Leading companies in the industry are actively exploring strategies to break through the current challenges, focusing on digital transformation and enhancing service quality [4][5] Group 2: Digital Transformation and AI Integration - Companies like Xiaogoods City are leveraging AI technology to drive intelligent pricing and enhance operational efficiency, with AI applications reportedly increasing order volumes by over 30% for deep users [4] - Chongqing Department Store emphasizes the importance of digital transformation and quality improvement to escape the low-price competition trap, focusing on product quality, scene creation, and operational efficiency [5] Group 3: Market Expansion and New Business Models - Xiaogoods City is expanding its overseas presence by establishing digital trade platforms and enhancing service models for small and medium-sized enterprises, with projects in 35 countries and over 100 million products showcased [7][8] - Chongqing Department Store is innovating its business model by adjusting store formats and enhancing customer engagement, with significant sales increases reported in remodeled stores [9] Group 4: Targeting New Consumer Segments - Companies are focusing on attracting the "Z generation" through immersive experiences and themed events, aiming to create a sense of belonging and community among young consumers [9] - The retail industry is witnessing strategic adjustments to enhance customer experience and regain the attention of younger demographics, with a focus on value-for-money and improved in-store experiences [9]

12月19日，小商品城盘中上涨2.03%，截至10:44，报16.59元/股，成交4.99亿元，换手率0.56%，总市值 909.72亿元。 资金流向方面，主力资金净流入468.26万元，特大单买入6009.32万元，占比12.05%，卖出4439.60万 元，占比8.90%；大单买入1.22亿元，占比24.40%，卖出1.33亿元，占比26.61%。 分红方面，小商品城A股上市后累计派现70.79亿元。近三年，累计派现32.63亿元。 机构持仓方面，截止2025年9月30日，小商品城十大流通股东中，香港中央结算有限公司位居第二大流 通股东，持股2.87亿股，相比上期减少6409.44万股。华泰柏瑞沪深300ETF（510300）位居第五大流通 股东，持股4666.87万股，相比上期减少198.58万股。易方达沪深300ETF（510310）位居第八大流通股 东，持股3374.52万股，相比上期减少106.76万股。 责任编辑：小浪快报 资料显示，浙江中国小商品城集团股份有限公司位于浙江省义乌市银海路567号商城集团大厦，成立日 期1993年12月28日，上市日期2002年5月9日，公司主营业务涉及从事市场开 ...

Group 1 - Huaxia Bank Yiwu Branch supports small and micro enterprises in Yiwu, Zhejiang Province through digital transformation and innovative financial products [1] - The branch has eliminated reliance on traditional collateral by promoting credit loan models, enhancing inclusive finance [1] - A customized financial product called "Market Loan" has been launched, allowing for online application, approval, and disbursement, with over 500 million yuan disbursed to date [1] Group 2 - In the foreign trade financial services sector, Huaxia Bank Yiwu Branch collaborates with local export credit insurance companies to provide tailored services for foreign trade enterprises [2] - The bank has reduced the entry threshold for small and micro foreign trade enterprises and implemented fee reductions, saving related enterprises 1 million yuan since 2025 [2] - The bank aims to continuously innovate inclusive financial services and optimize product systems to support the high-quality development of small and micro enterprises in Yiwu [2]

Core Viewpoint - The article emphasizes the importance of the wholesale and retail industry in China's economic development and the need for companies to transition from "scale dividends" to "value dividends" in response to changing global trade dynamics and domestic consumption needs [1]. Group 1: Industry Insights - The wholesale and retail sector is a crucial pillar of China's economic and social development, directly impacting everyday life [1]. - The current global trade environment is complex and variable, necessitating a focus on enhancing domestic consumption [1]. - The industry is urged to adapt and evolve its business models to achieve high-quality development [1]. Group 2: Event and Participants - The event features discussions with key industry figures, including Xu Hang, Secretary of the Board of Directors at Small Commodity City, and Chen Guo, Secretary of the Board of Directors at Chongqing Department Store, along with Li Jin, Chief Analyst of the Commercial Retail Industry at Changjiang Securities [1]. - The live event is scheduled for December 19, 2025, at 15:00, and will be available on the Yicai website and app [2].

Core Viewpoint - The event aims to discuss the restructuring of the value chain in the wholesale and retail industry, emphasizing the transition from "scale dividends" to "value dividends" in response to changing global trade dynamics and domestic consumption needs [1]. Group 1: Industry Insights - The wholesale and retail sector is a crucial pillar of China's economic and social development, directly impacting everyday life [1]. - Recent years have seen complex changes in global trade, necessitating a shift in domestic enterprises to enhance value creation [1]. Group 2: Event Details - The event will feature discussions with key figures from the industry, including the secretaries of the boards from Xiaogoods City and Chongqing Department Store, as well as the chief analyst from Changjiang Securities [1]. - The live recording of the event will be available on December 12, 2025, at 15:00 on the Yicai website and app [2].