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Shanghai Jiu Bai Co., Ltd. 2025 Annual Report Summary
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Company code: 600838 Company abbreviation: Shanghai Jiubai
First Section Important Notice
This annual report summary is derived from the full annual report. To fully understand the Company’s operating results, financial condition, and future development plans, investors should go to
The Company’s board of directors, as well as its directors and senior management, guarantee that the contents of this annual report are true, accurate, and complete. There are no false statements, misleading statements, or material omissions, and they shall bear individual and joint legal responsibilities.
All directors attended the board meeting.
Beijing Guofu Jiaying Certified Public Accountants (Special General Partnership) issued an audit report with a standard unmodified opinion for the Company.
The profit distribution plan for the current reporting period adopted by the board of directors, or the plan for converting capital reserve funds into share capital
Confirmed by the audit report issued by Beijing Guofu Jiaying Certified Public Accountants〈Special General Partnership〉, Guofu Shenzì (2026) No. 01220009: The Company’s net profit attributable to shareholders of the listed company for this fiscal year was RMB 45,330,714.53 (consolidated statements). Adding the undistributed profits at the beginning of the year of RMB 640,369,026.97, deducting the profit distribution for FY 2024 of RMB 12,828,220.96, and withdrawing the statutory surplus reserve for the current year of RMB 4,997,936.62, the profit available for distribution to the shareholders of the listed company for this fiscal year is RMB 667,873,583.92.
With the principle of actively rewarding shareholders, cultivating long-term investors, and promoting the long-term development of the Company, the board of directors proposed a profit distribution plan for FY 2025 as follows: based on the Company’s total share capital of 400,881,981 shares as of the end of 2025, distribute cash dividends to all shareholders at RMB 0.34 per 10 shares (including tax), for a total cash dividend distribution of RMB 13,629,987.35, which accounts for 30.07% of the net profit attributable to shareholders of the listed company for FY 2025 (consolidated statements). After this profit distribution, the remaining undistributed profit balance of RMB 654,243,596.57 will be carried over to the next fiscal year. The Company will not convert capital reserve funds into share capital for this year.
As of the end of the reporting period, the parent company has related circumstances of accumulated losses not covered and the impact on matters such as the Company’s dividend distribution
□Applicable √Not applicable
Second Section Company Basic Information
■
Summary of the Company’s main business for the reporting period
Commercial trading and retail
In 2025, China’s commercial trading and retail industry, driven by multiple factors including consumer recovery, policy support, and innovation in business formats, demonstrated a development trend of steady progress and structural optimization. Although it faces challenges such as a complex external environment and differentiated consumer demand among residents, the industry’s recovery momentum remains solid, and the overall growth rate has improved compared with the previous year. The resilience of market development continues to stand out. According to the National Bureau of Statistics, the total retail sales of consumer goods for the whole year were RMB 50.12 trillion, up 3.7% year-on-year. Online retail continued to maintain growth, becoming an important engine driving industry growth. Offline retail, meanwhile, proactively sought change by advancing digital transformation and scenario-based upgrades. In 2025, policies to boost consumption continued to exert efforts, further improving the urban commercial layout and upgrading business formats. Green consumption, quality consumption, and smart consumption became new growth hotspots. At the same time, the coordinated development trend in urban and rural retail markets became even more evident, jointly moving the industry steadily toward higher-quality development.
In 2025, under the broader environment of a gradual recovery in consumer demand and adjustments to optimize existing inventory, the shop leasing market overall maintained steady operations, with ongoing structural optimization. Market demand recovered steadily, but it also faced certain competitive pressure. Rental levels fluctuated slightly, and regional and format-based differentiation characteristics were relatively clear. The supply schedule for new projects remained steady throughout the year, and existing commercial assets remained the main market entity; the vacancy rate was overall kept relatively stable. The industry is shifting from scale expansion to improving quality and efficiency. Upgrading consumer scenarios and innovating operating models have become key development focuses. Flexible recruitment of tenants, refined operations, and format adaptation have become the industry’s mainstream directions. Market entities further strengthen the foundation of the leasing business through increasing existing assets, optimizing scenarios, and upgrading services, thereby promoting the market’s sustained healthy development.
In 2025, the laundry and dry-cleaning services market operated in a stable and orderly manner overall, with the industry’s standardization level and service capability improving steadily. Driven by both the diversification of consumer demand and the development of industry standards, the market’s service system has become increasingly complete. Professional and standardized initiatives have continued to be advanced, and the overall operating quality of the industry and its service supply capacity have continued to improve. The concept of green and environmental protection has been deeply integrated into industry operations. Digital service models have become further popular, and the pattern of coordinated development of online and offline has become more mature and stable. Consumers’ requirements for service quality, safety assurance, and convenient experiences have been rising, driving the industry to continuously optimize service processes, strengthen professional capabilities, and improve standard systems to meet multi-level, high-quality market demand.
Shanghai Jiubai Co., Ltd. was the predecessor of Bai Le Department Store, established in 1939. In December 1966, after approval by Shanghai Department Store Company, it was named Shanghai Ninth Hundred Goods Store. In October 1993, after approval by the Shanghai Municipal People’s Government Finance and Trade Office (Hu Fu Cai Mao (93) No. 318) and the Shanghai Securities Administration Office (Hu Zheng Ban (1993) No. 122), it was established by fundraising as “Shanghai Ninth Hundred Goods Store Co., Ltd.” and publicly issued shares to the public. On February 24, 1994, the Company’s shares were listed and traded on the Shanghai Stock Exchange, with security code 600838. On June 29, 1999, the company changed its name to “Shanghai Jiubai Co., Ltd.”
The Company’s wholly owned subsidiary, “Shanghai Zhengzhang Laundry and Dry-Cleaning Co., Ltd.”, has been deeply committed to the century-old “China Time-Honored Brand” and is characterized by laundry and dry-cleaning services as well as the production and sales of laundry chemical products. The subsidiary continuously enhances its service capabilities, actively invests in R&D of new products, and properly handles the inheritance and rejuvenation of the time-honored brand. The Company’s wholly owned subsidiary, “Shanghai Jiubai Zhongtang Wine, Food and Liquor Industry Co., Ltd.” was renamed in June 2025 to “Shanghai Jiubai Zhongtang Commercial Development Co., Ltd.”. While doing a good job in the “high-quality, distinctive, and superior” liquor business, it further enriches its business scope and strengthens its operations.
The “Shanghai Jiubai City Plaza Co., Ltd.” in which the Company holds an equity stake and the commercial trading and retail enterprise “Shanghai Jiuguang Department Store Co., Ltd.” have maintained steady and solid operating performance since opening. They have become landmark department stores in the Jing’an Temple business district. For a long time, they have contributed relatively stable and substantial investment returns and cash flow to the Company, and have become the Company’s main source of profit. By actively building a high-quality commercial ecosystem through the Company’s own and long-term leasehold commercial properties in core business districts such as Jing’an Temple and Nanjing West Road, the Company improves the level and “gold content” of its properties, achieving long-term and stable returns.
During the reporting period, there were no major changes to the Company’s principal business and operating model.
3.1 Main accounting data and financial indicators for the past 3 years
Unit: RMB Currency: Renminbi
■
3.2 Main accounting data by quarter for the reporting period
Unit: RMB Currency: Renminbi
■
Explanation of differences between quarterly data and the disclosed periodic report data
□Applicable √Not applicable
4.1 The total number of ordinary shareholders at the end of the reporting period and at the end of the month prior to the disclosure of the annual report, the total number of preferred shareholders with voting rights restored, the total number of shareholders holding special voting rights, and the details of the top 10 shareholders
Unit: shares
■
4.2 Diagram of property rights and control relationships between the Company and its controlling shareholder
√Applicable □Not applicable
■
4.3 Diagram of property rights and control relationships between the Company and its actual controller
√Applicable □Not applicable
■
4.4 Total number of preferred shareholders of the Company at the end of the reporting period and the details of the top 10 shareholders
□Applicable √Not applicable
□Applicable √Not applicable
Third Section Significant Matters
In FY 2025, the Company achieved total operating revenue of RMB 95,645,629.14, up 3.17% year-on-year from RMB 92,704,824.99 in the same period last year; it achieved net profit attributable to shareholders of the listed company of RMB 45,330,714.53, up 7.85% year-on-year from RMB 42,031,556.46 in the same period last year; and net profit after deducting non-recurring gains and losses attributable to shareholders of the listed company was RMB 44,381,611.97, up 6.10% year-on-year.
□Applicable √Not applicable
Security code: 600838 Security abbreviation: Shanghai Jiubai Announcement No.: Lin 2026-005
Shanghai Jiubai Co., Ltd.
Announcement of Resolutions of the 5th Meeting of the Eleventh Board of Directors
The board of directors and all directors of the Company hereby confirm that there are no false records, misleading statements, or material omissions in the contents of this announcement, and they assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.
The 5th meeting of the 11th board of directors of Shanghai Jiubai Co., Ltd. (the “Company”, hereinafter) was held on March 25, 2026 at the Company’s headquarters (14/F, 669 Beijing West Road, Shanghai) in the large conference room. This meeting should have had 7 directors in attendance, and 7 directors were actually present. The meeting was chaired by Director Xu Xì, and all senior management members attended the meeting. The convening and holding procedures of this meeting comply with the relevant provisions of the Company Law and the Company Articles of Association. After认真 consideration and deliberation by the directors present, and through unanimous approval, the following resolutions were adopted:
I. Consideration and approval of《Company’s 2025 Annual Report》and《Company’s 2025 Annual Report Summary》;
The Company’s 2025 Annual Report and its summary have been considered and approved at the first meeting of the Eleventh Board of Directors’ Audit Committee for the year 2026, and it agrees to submit them to the board of directors for deliberation.
For details, please refer to the “Shanghai Jiubai 2025 Annual Report” and its summary disclosed on the designated information disclosure media of the Company on the same day and on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 7 in favor, 0 against, 0 abstentions.
This resolution is still subject to approval by the shareholders’ meeting.
II. Consideration and approval of《Company’s 2025 Annual Board of Directors’ Work Report》;
2.《Company’s 2025 Annual Independent Directors’ Work Report》.
All directors of the board of directors discussed and summarized the Company’s work for FY 2025 and formed the FY 2025 Board of Directors’ Work Report. The《Company’s 2025 Annual Audit Committee Performance of Duties Report》has been considered and approved at the first meeting of the Eleventh Board of Directors’ Audit Committee for the year 2026. Independent directors Mr. Zhang Fubo, Mr. Tang Hongbing, and Ms. Wang Ying each summarized the Company’s work in 2025, and they will present their independent directors’ work report at the Company’s 2025 annual shareholders’ meeting.
Voting result: 7 in favor, 0 against, 0 abstentions.
This resolution is still subject to approval by the shareholders’ meeting.
III. Consideration and approval of《Company’s 2025 Financial Final Accounts Report》;
This resolution has been considered and approved at the first meeting of the Eleventh Board of Directors’ Audit Committee for the year 2026 and agreed to submit it to the board of directors for deliberation.
Voting result: 7 in favor, 0 against, 0 abstentions.
IV. Consideration and approval of《Company’s 2025 Profit Distribution Plan》;
This resolution has been considered and approved at the first meeting of the Eleventh Board of Directors’ Audit Committee for the year 2026 and agreed to submit it to the board of directors for deliberation.
For details, please refer to the “Shanghai Jiubai Announcement on the 2025 Profit Distribution Plan and Proposing to Authorize the Board of Directors to Conduct the 2026 Interim Profit Distribution,” disclosed on the designated information disclosure media of the Company on the same day and on the website of the Shanghai Stock Exchange (www.sse.com.cn). (Announcement No.: 2026-006)
Voting result: 7 in favor, 0 against, 0 abstentions.
This resolution is still subject to approval by the shareholders’ meeting.
V. Consideration and approval of《Company’s Proposal to Submit to the Shareholders’ Meeting for Authorization of the Board of Directors to Conduct the 2026 Interim Profit Distribution》;
This resolution has been considered and approved at the first meeting of the Eleventh Board of Directors’ Audit Committee for the year 2026 and agreed to submit it to the board of directors for deliberation.
For details, please refer to the “Shanghai Jiubai Announcement on the 2025 Profit Distribution Plan and Proposing to Authorize the Board of Directors to Conduct the 2026 Interim Profit Distribution,” disclosed on the designated information disclosure media of the Company on the same day and on the website of the Shanghai Stock Exchange (www.sse.com.cn). (Announcement No.: 2026-006)
Voting result: 7 in favor, 0 against, 0 abstentions.
This resolution is still subject to approval by the shareholders’ meeting.
VI. Consideration and approval of《Company’s 2025 General Manager’s Work Report》;
Voting result: 7 in favor, 0 against, 0 abstentions.
VII. Consideration and approval of《Company’s 2025 Internal Control Evaluation Report》;
This resolution has been considered and approved at the first meeting of the Eleventh Board of Directors’ Audit Committee for the year 2026 and agreed to submit it to the board of directors for deliberation.
For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 7 in favor, 0 against, 0 abstentions.
VIII. Consideration and approval of《Special Opinion of the Board of Directors of the Company on the Independence of Independent Directors》;
In accordance with provisions such as the《Administrative Measures for Independent Directors of Listed Companies》and other laws, regulations, and normative documents, the Company’s board of directors has examined and assessed the independence status of the independent directors in office in 2025 and issued a special opinion.
For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 4 in favor, 0 against, 0 abstentions.
Independent directors Mr. Zhang Fubo, Mr. Tang Hongbing, and Ms. Wang Ying abstained from voting.
IX. Consideration and approval of《Company’s Assessment Report on the Performance of Duties by the Accounting Firm for FY 2025》;
For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 7 in favor, 0 against, 0 abstentions.
X. Consideration and approval of《Company’s Proposal to Reappoint the Accounting Firm》;
This resolution has been considered and approved at the first meeting of the Eleventh Board of Directors’ Audit Committee for the year 2026 and agreed to submit it to the board of directors for deliberation.
For details, please refer to the “Shanghai Jiubai Announcement on the Reappointment of the Accounting Firm,” disclosed on the designated information disclosure media of the Company on the same day and on the website of the Shanghai Stock Exchange (www.sse.com.cn) (Announcement No.: Lin 2026-007)
Voting result: 7 in favor, 0 against, 0 abstentions.
This resolution is still subject to approval by the shareholders’ meeting.
XI. Consideration and approval of《Company’s Proposal on Regular Related Party Transactions》;
This resolution has been considered and approved at the first meeting of the Eleventh Board of Directors’ Audit Committee for the year 2026 and at the first meeting of the Eleventh Board of Directors’ Independent Directors’ Special Meeting for the year 2026, and it agrees to submit it to the board of directors for deliberation.
For details, please refer to the “Shanghai Jiubai Announcement on Regular Related Party Transactions,” disclosed on the designated information disclosure media of the Company on the same day and on the website of the Shanghai Stock Exchange (www.sse.com.cn) (Announcement No.: Lin 2026-008)
Voting result: 5 in favor, 0 against, 0 abstentions.
Related directors Mr. Xu Xì and Mr. Chen Tao abstained from voting.
XII. Consideration and approval of《Company’s Proposal on Accruing Credit Impairment Losses》;
The credit impairment losses to be accrued in this instance by the Company are in line with the Company’s actual asset situation and relevant policy requirements, will not affect the Company’s net profit in the consolidated financial statements, and there is no circumstance that harms the interests of the Company and all shareholders.
This resolution has been considered and approved at the first meeting of the Eleventh Board of Directors’ Audit Committee for the year 2026 and agreed to submit it to the board of directors for deliberation.
Voting result: 7 in favor, 0 against, 0 abstentions.
XIII. Consideration and approval of《Company’s 2025 Environmental, Social and Governance (ESG) Report》and《Company’s 2025 Environmental, Social and Governance (ESG) Report Summary》;
This resolution has been considered and approved at the first meeting of the Eleventh Board of Directors’ Strategic and ESG Committee for the year 2026 and agreed to submit it to the board of directors for deliberation.
For details, please refer to the “Shanghai Jiubai 2025 Environmental, Social and Governance (ESG) Report” and its summary disclosed on the designated information disclosure media of the Company on the same day and on the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 7 in favor, 0 against, 0 abstentions.
XIV. Consideration and approval of《Proposal to Formulate the〈Remuneration Management System for Directors and Senior Management Personnel〉》;
For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 7 in favor, 0 against, 0 abstentions.
This resolution is still subject to approval by the shareholders’ meeting.
XV. Consideration and approval of《Proposal to Revise the〈General Manager’s Work Rules〉》;
For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 7 in favor, 0 against, 0 abstentions.
XVI. Consideration and approval of《Proposal to Revise the〈Investor Relations Management Work Rules〉》;
For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 7 in favor, 0 against, 0 abstentions.
XVII. Consideration and approval of《Proposal to Revise the〈Management System for Directors’ and Senior Management Personnel’s Holdings of the Company’s Shares and Their Changes〉》;
For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 7 in favor, 0 against, 0 abstentions.
XVIII. Consideration and approval of《Proposal to Revise the〈Management System for the Registration of Insider Information Knowers〉》;
For details, please refer to the website of the Shanghai Stock Exchange (www.sse.com.cn).
Voting result: 7 in favor, 0 against, 0 abstentions.
XIX. Consideration and approval of《Company’s 2026 Board Remuneration Plan》;
Pursuant to relevant laws and regulations and normative documents such as the《Company Law of the People’s Republic of China》and the《Code of Governance for Listed Companies》, as well as the Company Articles of Association and systems such as the《Working Rules of the Board of Directors’ Remuneration and Appraisal Committee》, and taking into account the Company’s operating performance and actual circumstances, and by reference to remuneration levels in the industry and regions, the Company formulated the 2026 board remuneration plan.
This resolution was reviewed by the Company’s Remuneration and Appraisal Committee, and because the resolution involves the remuneration of all committee members, all committee members abstained from voting; therefore, the resolution is directly submitted to the board of directors for consideration.
Because this resolution involves the remuneration of all directors, all directors abstained from voting, and therefore the resolution is directly submitted to the shareholders’ meeting for consideration.
XX. Consideration and approval of《Company’s Proposal to Adjust the Annual Independent Director Allowance Standards》;
To better play the role of independent directors in scientific decision-making and supervision, and to further safeguard investors’ lawful rights and interests, the Company, based on the allowance levels of independent directors in comparable listed companies in the same industry and region, and in light of the Company’s actual business and development situation, proposes to adjust the independent directors’ allowance from RMB 80,000 per person per year (before tax) to RMB 120,000 per person per year (before tax).
This resolution has been considered at the first meeting of the Company’s Remuneration and Appraisal Committee for 2026. Since among the three committee members, two are independent directors who need to abstain from voting, and the number of participants in voting did not reach more than half of all committee members, this resolution is directly submitted to the Company’s board of directors for deliberation.
Voting result: 4 in favor, 0 against, 0 abstentions.
Independent directors Mr. Zhang Fubo, Mr. Tang Hongbing, and Ms. Wang Ying abstained from voting.
This resolution is still subject to approval by the shareholders’ meeting.
XXI. Consideration and approval of《Company’s 2026 Remuneration Plan for Senior Management Personnel》.
Pursuant to relevant laws and regulations and normative documents such as the《Company Law of the People’s Republic of China》and the《Code of Governance for Listed Companies》, as well as the Company Articles of Association and systems such as the《Working Rules of the Board of Directors’ Remuneration and Appraisal Committee》, and taking into account the Company’s operating performance and actual circumstances, and by reference to remuneration levels in the industry and regions, the Company formulated the 2026 remuneration plan for senior management personnel.
This resolution has been reviewed and approved by the Company’s Remuneration and Appraisal Committee and agreed to be submitted to the board of directors for deliberation.
Voting result: 5 in favor, 0 against, 0 abstentions.
Directors Mr. Dai Tian and Mr. Chen Gong abstained from voting.
Notice is hereby given.
Board of Directors of Shanghai Jiubai Co., Ltd.
March 27, 2026
Security code: 600838 Security abbreviation: Shanghai Jiubai Announcement No.: Lin 2026-006
Shanghai Jiubai Co., Ltd.
Announcement on the 2025 Profit Distribution Plan
and Proposing to Authorize the Shareholders’ Meeting
the Board of Directors to Conduct the 2026 Interim Profit
Distribution
The board of directors and all directors of this Company hereby confirm that there are no false records, misleading statements, or material omissions in the contents of this announcement, and they assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.
Key information:
● Distribution ratio per share: cash dividend of RMB 0.034 per share (including tax)
● This profit distribution will be based on the total share capital registered on the record date for the implementation of equity distribution. Cash dividends will be distributed to all shareholders at RMB 0.34 per 10 shares (including tax). The specific dates will be clarified in the announcement on the implementation of equity distribution.
● The Company does not fall under the circumstances under Article 9.8.1, Item (8), Paragraph 1 of the《Shanghai Stock Exchange Stock Listing Rules》that may trigger other risk warnings to be implemented.
● The board of directors proposes to authorize the shareholders’ meeting, and the board of directors will formulate and implement a specific 2026 interim profit distribution plan under the circumstances that the Company’s profit for the current period and cumulative undistributed profits are positive, and the Company’s cash flow can meet the funding needs for normal operating activities and continued development.
● This profit distribution plan has been approved at the 5th meeting of the Eleventh Board of Directors of Shanghai Jiubai Co., Ltd. (hereinafter referred to as “the Company”), and it still needs to be submitted to and approved by the Company’s 2025 annual shareholders’ meeting.
I. Contents of the 2025 profit distribution plan
(I) Specific content of the profit distribution plan
Confirmed by the audit report issued by Beijing Guofu Jiaying Certified Public Accountants〈Special General Partnership〉, Guofu Shenzì (2026) No. 01220009: The net profit attributable to shareholders of the listed company for the current year was RMB 45,330,714.53. As of December 31, 2025, the parent company’s report mid-term end undistributed profits amounted to RMB 848,062,280.16. Based on the resolutions of the board of directors, the Company’s 2025 annual distribution will be based on the total share capital registered on the record date for the implementation of the equity distribution. The profit distribution plan is as follows:
The Company proposes to distribute cash dividends to all shareholders at RMB 0.34 for every 10 shares (including tax). As of December 31, 2025, based on the Company’s total share capital of 400,881,981 shares, the total proposed cash dividend distribution is RMB 13,629,987.35 (including tax), which accounts for 30.07% of the net profit attributable to shareholders of the listed company for FY 2025.
If, during the period from the date of disclosure of this announcement to the date of the record for equity distribution implementation, the Company’s total share capital changes due to causes such as conversion of convertible bonds into shares, share repurchases, share repurchase and cancellation of shares granted under equity incentives, and share repurchase and cancellation related to major asset restructuring, the Company proposes to maintain the per-share distribution amount ratio unchanged and correspondingly adjust the total per-share distribution amount. If the total share capital changes subsequently, the Company will separately announce the specific adjustments.
This profit distribution plan is still subject to approval by the shareholders’ meeting.
(II) Whether it may trigger other risk warning circumstances
■
II. Proposal to authorize the board of directors to conduct the 2026 interim profit distribution
Taking into comprehensive account investor returns and the Company’s development, and pursuant to relevant provisions including the《Company Law of the People’s Republic of China》,《Guiding Opinion No. 3 on Cash Dividends of Listed Companies of the China Securities Regulatory Commission》, the《Company Articles of Association》and other relevant regulations, the board of directors proposes to authorize the board of directors. Under the circumstances where the Company’s profits for the current period and cumulative undistributed profits are positive, and the Company’s cash flow can satisfy the funding needs for normal operating activities and continued development, the board of directors may, based on the Company’s interim operating situation and cash flow situation in 2026, formulate and implement a specific 2026 interim profit distribution plan, including but not limited to deciding whether to conduct interim profit distribution, formulating the interim profit distribution plan, and implementing the specific amount for interim profit distribution. The amount ceiling shall not exceed 50% of the net profit attributable to shareholders of the listed company for the current period. The authorization period runs from the date on which the authorization is approved at the 2025 annual shareholders’ meeting to the date on which the Company’s 2026 annual shareholders’ meeting is held.
This authorization to conduct interim profit distribution matters is still subject to approval by the shareholders’ meeting.
III. Decision-making procedures undertaken by the Company
(I) Audit Committee’s opinion
On March 18, 2026, the Company convened the first meeting of the Eleventh Board of Directors’ Audit Committee for 2026. All members unanimously considered and approved《Company’s 2025 Profit Distribution Plan》and《Company’s Proposal to Authorize the Board of Directors to Conduct the 2026 Interim Profit Distribution》and submitted them to the 5th meeting of the Eleventh Board of Directors for consideration.
(II) Procedures for convening, deliberating, and voting at the board meeting
On March 25, 2026, the Company’s 5th meeting of the Eleventh Board of Directors considered and approved《Company’s 2025 Profit Distribution Plan》and《Company’s Proposal to Authorize the Board of Directors to Conduct the 2026 Interim Profit Distribution》. It agreed to submit the above plan to the Company’s 2025 annual shareholders’ meeting for consideration. Voting results: 7 in favor, 0 against, 0 abstentions. The plan complies with the profit distribution policy prescribed by the Company Articles of Association.
IV. Related risk warnings
The Company’s 2025 profit distribution plan will not have a material impact on the Company’s operating cash flows, nor will it affect the Company’s normal operations and long-term development.
The implementation of this profit distribution plan and the matter of proposing to authorize the board of directors to conduct the 2026 interim profit distribution shall be carried out only after it is submitted to and approved by the Company’s 2025 annual shareholders’ meeting. All investors are kindly requested to make rational investment decisions and pay attention to investment risks.
Notice is hereby given.
Board of Directors of Shanghai Jiubai Co., Ltd.
March 27, 2026
Security code: 600838 Security abbreviation: Shanghai Jiubai Announcement No.: Lin 2026-007
Shanghai Jiubai Co., Ltd.
Announcement on the Reappointment of an Accounting Firm
The board of directors and all directors of this Company hereby confirm that there are no false records, misleading statements, or material omissions in the contents of this announcement, and they assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.
Key information:
● Name of the accounting firm proposed for reappointment: Beijing Guofu Jiaying Certified Public Accountants (Special General Partnership) (hereinafter referred to as “Guofu Jiaying”)
● The matter of reappointing the accounting firm still needs to be submitted to and approved by the Company’s 2025 annual shareholders’ meeting.
I. Basic information of the accounting firm proposed to be engaged
(I) Information about the firm
Name of accounting firm: Beijing Guofu Jiaying Certified Public Accountants (Special General Partnership)
Date of establishment: March 16, 2006
Organization form: Special General Partnership
Registered address: 1st-8-379, 1st floor, Building 1, Courtyard 3, Binhuibei 1st Street, Tongzhou District, Beijing
Managing partner: Shen Lichao
Number of partners as of the end of 2025: 42
Number of certified public accountants as of the end of 2025: 224
Number of certified public accountants who have signed securities service business audit reports as of the end of 2025: 90
Total revenue for 2025 (unaudited): RMB 207.25 million; revenue from audit services (unaudited): RMB 157.62 million; revenue from securities business (unaudited): RMB 157.80 million.
In 2025, the firm had 7 listed company audit clients. Major industries included: manufacturing (3), culture, sports and entertainment (1), agriculture, forestry, animal husbandry and fishery (1), transportation, warehousing and postal services (1), and information transmission, software and information technology services (1). Total audit fees for financial statement audits were RMB 8 million.
The accounting firm has accrued a professional risk fund of RMB 6.90 million and purchased professional liability insurance with an aggregate compensation limit of RMB 52.24 million. The accrual of the professional risk fund and the purchase of professional insurance comply with relevant regulations.
In the past three years (the most recent three full natural years and the current year), there has been no civil lawsuit related to practice. In civil lawsuits related to practice, there has been no circumstance of the firm bearing civil liability.
In the past three years (the most recent three full natural years and the current year), Guofu Jiaying has no record of criminal penalties, administrative penalties, regulatory supervision measures, self-regulatory oversight measures, or disciplinary actions due to its practice conduct.
For 2 practitioners, in the past three years (the most recent three full natural years and the current year), there were 0 instances of criminal penalties, 0 instances of administrative penalties, 0 instances of regulatory supervision measures, and 1 instance of disciplinary action due to their practice conduct.
For 8 practitioners, in the past three years (the most recent three full natural years and the current year), during their practice at the original accounting firm, there were 0 instances of criminal penalties, 1 instance of administrative penalties, 3 instances of regulatory supervision measures, and 0 instances of disciplinary action due to their practice conduct.
(II) Project information
Project partner: Chen Hongyan, a partner of Guofu Jiaying. Since 2009, she has engaged in audit work for listed companies. Starting from 2024, she has practiced at Beijing Guofu Jiaying Certified Public Accountants (Special General Partnership). In the past three years, she has signed and reviewed audit work for 3 listed companies.
Certified public accountant: Xie Xinhua, project manager of Guofu Jiaying. She obtained the qualification for practice as a certified public accountant in 2017. Starting from 2020, she has engaged in audit work for listed companies. Starting from 2025, she has practiced at Guofu Jiaying. In the past three years, she has signed and reviewed audit work for 1 listed company.
Project quality control reviewer: Ms. Yu Lei. She became a certified public accountant in 2014, and has engaged in audit business since 2010. Starting from 2024, she has practiced at this firm. In the past three years, she has signed or reviewed audit reports for 10 listed companies.
In the past three years (the most recent three full natural years and the current year), the project partner, the signed certified public accountants, and the project quality control reviewer have no record of criminal penalties; no record of administrative penalties from the CSRC and its dispatched institutions or from industry competent departments; and no record of regulatory supervision measures or self-regulatory oversight measures or disciplinary actions from securities trading venues, industry associations, or other self-regulatory organizations.
Guofu Jiaying, the project partner, the proposed signed certified public accountant, and the proposed project quality control reviewer have no circumstances that could affect independence.
The Company’s audit fees for FY 2025 are RMB 680,000 (of which: financial statement audit fees RMB 560,000; internal control audit fees RMB 120,000).
The Company’s management team will determine the audit fees for FY 2026 based on the authorization by the shareholders’ meeting, in accordance with market principles, and sign the relevant contracts. After consultation with Guofu Jiaying, the audit fees for FY 2026 are RMB 680,000 (of which: financial statement audit fees RMB 560,000; internal control audit fees RMB 120,000), which are the same as the audit fees for the previous year.
II. Procedures to be fulfilled for reappointing the accounting firm
(I) Audit Committee’s audit opinion
On March 18, 2026, the Company convened the first meeting of the Eleventh Board of Directors’ Audit Committee for 2026. The meeting fully understood and reviewed such matters as the professional competence, investor protection capability, independence, and integrity status of Beijing Guofu Jiaying Certified Public Accountants. It considered that during its engagement, Guofu Jiaying can meet the qualification requirements to provide audit services to the Company, and agreed to submit《Company’s Proposal on Reappointing the Accounting Firm》to the board of directors for review.
(II) Deliberation and voting by the board of directors
On March 25, 2026, the Company convened the 5th meeting of the Eleventh Board of Directors. It carefully reviewed and unanimously approved《Company’s Proposal on Reappointing the Accounting Firm》, with no abstentions and no objections, and agreed to submit the proposal to the Company’s 2025 annual shareholders’ meeting for consideration.
(III) Effective date
This matter of reappointing the accounting firm is still subject to submission to and approval by the Company’s 2025 annual shareholders’ meeting, and will become effective as of the date on which the shareholders’ meeting approves it.
Notice is hereby given.
Board of Directors of Shanghai Jiubai Co., Ltd.
March 27, 2026
Security code: 600838 Security abbreviation: Shanghai Jiubai Announcement No.: Lin 2026-008
Shanghai Jiubai Co., Ltd.
Announcement on Regular Related Party Transactions
The board of directors and all directors of this Company hereby confirm that there are no false records, misleading statements, or material omissions in the contents of this announcement, and they assume legal responsibility for the truthfulness, accuracy, and completeness of the contents.
Key information:
● This regular related party transaction does not require submission to the shareholders’ meeting for approval
● Impact of the regular related party transactions on Shanghai Jiubai Co., Ltd. (hereinafter referred to as “the Company”): The Company and its wholly owned subsidiaries carry out regular related party transactions with related parties based on the Company’s needs for daily business operations and business development, determined on the principles of “voluntary, equal, and fair.” It will not damage the lawful rights and interests of the Company and all shareholders, especially minority shareholders. It will not result in the Company’s significant reliance on related parties, nor will it affect the Company’s normal operations.
I. Basic information on the regular related party transactions
(I) Approval procedures for the regular related party transactions
On March 25, 2026, the Company held the 5th meeting of the Eleventh Board of Directors. This meeting carefully reviewed and approved《Company’s Proposal on Regular Related Party Transactions》. Related directors Mr. Xu Xì and Mr. Chen Tao abstained from voting when deliberating this proposal at the board meeting.
Before convening this board meeting, the Company communicated with independent directors and members of the audit committee regarding the matters related to the regular related party transactions. After the matters were considered and approved at the first meeting of the Eleventh Board of Directors’ Audit Committee for 2026 and the first meeting of the Eleventh Board of Directors’ Independent Directors’ Special Meeting for 2026, the Company submitted《Company’s Proposal on Regular Related Party Transactions》to the board of directors for deliberation.
The Company’s regular related party transactions in this instance do not require approval by the shareholders’ meeting.
(II) Estimated and execution status of the prior regular related party transactions
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(III) Estimated amounts and categories of the regular related party transactions in this instance
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Note: The increase in the estimated amounts for some purchasing and selling of goods in this instance is mainly due to the expansion of the business scope.
II. Introduction of related parties and their related party relationships
(I) Basic information of the related parties
Nature of the enterprise: Limited liability company (state-owned wholly-owned)
Registered address: 11/F, 818 Nanjing West Road, Jing’an District, Shanghai
Legal representative: Xu Xì
Registered capital: RMB 129,960 million
Business scope: Domestic trade (excluding special provisions), trade consulting, investment in real industries, real estate development and operations, leasing of its own premises, property management, hotel management, garment processing.【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law】
Nature of the enterprise: Limited liability company (state-owned holding)
Registered address: 1618 Hutaì Road, Baoshan District, Shanghai
Legal representative: Zhao Yong
Registered capital: RMB 5 million
Business scope: Development of commercial outlets, leasing, property management.【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law】
Nature of the enterprise: Limited liability company (a wholly-owned corporation not invested in or controlled by natural persons)
Registered address: Room C on the 6th floor, 300 Yuyuan Road, Jing’an District, Shanghai
Legal representative: Qian Hao
Registered capital: RMB 290,000
Business scope: Daily necessities, household appliances, clothing, shoes and hats, construction and decoration hardware, electronic products, non-precious metal and non-gold/silver handicrafts, leasing of premises, and commodity information services.【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law】
Nature of the enterprise: Limited liability company (a wholly-owned corporation not invested in or controlled by natural persons)
Registered address: 50 Wanhangdu Road, Jing’an District, Shanghai
Legal representative: Zheng Zhujìang
Registered capital: RMB 7.5 million
Business scope: Permitted items: Food sales; liquor operation; catering services; retail of tobacco products.【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law; the specific business items shall be subject to approval documents or licenses issued by the relevant departments】General items: Catering management; retail of edible agricultural products; sales of daily necessities; retail of clothing and accessories; retail of textiles and knitwear; retail of hardware products; retail of gifts and flowers; retail of internet sales (excluding goods that require permission for sale); property management; conference and exhibition services; leasing of non-residential real estate; information consultation services (excluding information consultation services subject to licensing); business management consulting; marketing planning; advertising design, agency; advertising publication; advertising production; graphic and text design and production; professional cleaning, washing, and disinfection services. (For projects other than those that require approval according to law, business activities may be carried out independently in accordance with the business license lawfully obtained.)
Nature of the enterprise: Limited liability company (a wholly-owned corporation not invested in or controlled by natural persons)
Registered address: 1730 Nanjing West Road, Jing’an District, Shanghai
Legal representative: Liu Zhong
Registered capital: RMB 30,000 million
Business scope: Hotel management, property management, housing leasing operations, hotel supplies, daily necessities, household appliances, clothing, shoes and hats, handicrafts (excluding ivory and its products), rooms for chess and card games, foot-bath venues; the following operations by branches only: guest accommodation, catering services.【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law】
Nature of the enterprise: Limited liability company (a wholly-owned corporation not invested in or controlled by natural persons)
Registered address: 1002, 10th floor, Building 1, No. 1728-1746 (Both), Nanjing West Road, Jing’an District, Shanghai
Legal representative: Liu Zhong
Registered capital: RMB 10 million
Business scope: General items: property management, hotel management, business management, management services for commercial complexes, marketing planning, cleaning services, landscaping engineering, parking lot management, real estate consulting, conference and exhibition services, leasing of non-residential real estate, catering management, sales of cleaning supplies, sales of mechanical and electrical equipment, sales of mechanical equipment, sales of daily necessities, sales of office supplies, sales of hardware and electrical appliances, sales of building decoration materials, sales of electronic products. (For projects other than those that require approval according to law, business activities may be carried out independently in accordance with the business license lawfully obtained.)
Nature of the enterprise: Limited liability company (a wholly-owned corporation not invested in or controlled by natural persons)
Registered address: Room 203, Building 2, Lane 641, Yuyuan Road, Jing’an District, Shanghai
Legal representative: Zheng Zhujìang
Registered capital: RMB 3 million
Business scope: Permitted items: Food sales; liquor operation; catering services. 【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law, and the specific business items shall be subject to approval documents or licenses】General items: Food internet sales (only packaged prepackaged foods); catering management; retail of edible agricultural products; wholesale of edible agricultural products; retail of fresh vegetables; wholesale of fresh vegetables; retail of fresh fruits; wholesale of fresh fruits; retail of daily necessities; retail of office supplies; wholesale of stationery; retail of stationery; retail of outdoor products; retail of clothing and accessories; retail of suitcases and bags; retail of textiles and knitwear; retail of toys, animation and entertainment products and other entertainment-related supplies; retail of hardware products; retail of gifts and flowers; internet sales (excluding goods that require licensing for sale); conference and exhibition services; leasing of non-residential real estate; housing leasing; information consulting services (excluding information consulting services subject to licensing); business management consulting; marketing planning; advertising design, agency; advertising publication; advertising production; graphic and text design and production. (For projects other than those that require approval according to law, business activities may be carried out independently in accordance with the business license lawfully obtained.)
Nature of the enterprise: Limited liability company (state-owned holding)
Registered address: Bottom floor, 1888 Nanjing West Road, Jing’an District, Shanghai
Legal representative: Zheng Zhujìang
Registered capital: RMB 2.8 million
Business scope: Permitted items: Food sales; retail of tobacco products; liquor operation. 【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law, and the specific business items shall be subject to approval documents or licenses】General items: sales of health food (prepackaged); sales of daily necessities; sales of daily necessities; sales of gifts and flowers. (For projects other than those that require approval according to law, business activities may be carried out independently in accordance with the business license lawfully obtained.)
Nature of the enterprise: Limited liability company (a wholly-owned corporation not invested in or controlled by natural persons)
Registered address: 396 Yan’an West Road, Jing’an District, Shanghai
Legal representative: Zhang Junjie
Registered capital: RMB 54.85 million
Business scope: Guest accommodation; large hotels (including cooked food and braised dishes); liquor; beauty and hairdressing; billiard services; daily necessities; needles and textiles; household appliances; clothing; non-precious-metal handicrafts (excluding ivory and its products); services for fitness equipment; cigarettes; bathing; conference and meeting services; men’s and women’s bathing and massage; parking services; and an attached branch. 【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law】
Nature of the enterprise: Limited liability company (state-owned holding)
Registered address: Part of Building 1, 870 Weihai Road, Jing’an District, Shanghai
Legal representative: Zheng Zhujìang
Registered capital: RMB 1.285 million
Business scope: Permitted items: Food sales; liquor operation; retail of tobacco products; catering services. 【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law, and the specific business items shall be subject to approval documents or licenses】General items: Food internet sales (only packaged prepackaged foods); catering management; retail of edible agricultural products; wholesale of edible agricultural products; retail of fresh vegetables; wholesale of fresh vegetables; retail of fresh fruits; wholesale of fresh fruits; sales of daily necessities; sales of office supplies; wholesale of stationery; retail of stationery; retail of outdoor products; retail of clothing and accessories; sales of suitcases and bags; retail of textiles and knitwear; sales of toys, animation and entertainment products and other entertainment-related products; retail of hardware products; sales of gifts and flowers; internet sales (excluding goods that require licensing for sale); conference and exhibition services; leasing of non-residential real estate; information consulting services (excluding information consulting services subject to licensing); business management consulting; marketing planning; advertising design, agency; advertising publication; advertising production; graphic and text design and production; labor services (excluding labor dispatch). (For projects other than those that require approval according to law, business activities may be carried out independently in accordance with the business license lawfully obtained.)
Nature of the enterprise: Other limited liability company
Registered address: A area, Building 1, and A area, Building 2, 2009 Laining Road, Songjiang District, Shanghai
Legal representative: Cao Jianyi
Registered capital: RMB 10 million
Business scope: Food distribution, food production, and catering services. 【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law】
Nature of the enterprise: Share cooperative
Registered address: 201 Wuning South Road, Jing’an District, Shanghai
Legal representative: Qu Qiumin
Registered capital: RMB 4.288 million
Business scope: General items: department stores, daily cosmetics, cultural and educational articles, watches and eyeglasses, non-precious-metal handicrafts, household appliances, office machinery, non-special-controlled communication equipment, building and decoration materials, metal materials, hardware and electrical appliances, power tools, wooden products, silk garments, clothing, shoes and hats, textiles and knitwear, wool products, jewelry and jade articles (excluding cultural relics), rental of its own premises; organizing cultural and artistic exchange activities; sales of gold and silver products; the following operations by branches only: food sales. (For projects other than those that require approval according to law, business activities may be carried out independently in accordance with the business license lawfully obtained.)
Nature of the enterprise: Other limited liability company
Registered address: 1185 Nanjing West Road, Jing’an District, Shanghai
Legal representative: Wang Zhihua
Registered capital: RMB 1 million
Business scope: General items: sales of daily department store goods; sales of daily necessities; wholesale of daily necessities; sales of daily ceramic products; sales of daily glass products; retail of clothing and accessories; sales of textiles and knitwear; retail of shoes and hats; sales of leather products; retail of hardware products; retail of stationery; retail of gifts and flowers; sales of furniture; sales of arts and crafts and etiquette items (excluding ivory and its products); retail of arts and crafts and collectibles (excluding ivory and its products); sales of eyeglasses (excluding contact lenses); sales of gold and silver products; retail of jewelry and accessories; sales of watches and timing instruments; sales of watches; internet sales (excluding goods that require licensing for sale); manufacturing of arts and crafts and etiquette items (excluding ivory and its products); manufacturing of daily ceramic products; personal internet livestreaming services; conference and exhibition services; marketing planning; information consultation services (excluding information consultation services subject to licensing); property management; leasing of non-residential real estate. (For projects other than those that require approval according to law, business activities may be carried out independently in accordance with the business license lawfully obtained.)
Nature of the enterprise: Limited liability company (a wholly-owned corporation not invested in or controlled by natural persons)
Registered address: Room 2 West, 2/F, No. 58 Wanhangdu Road, Jing’an District, Shanghai
Legal representative: Zheng Zhujìang
Registered capital: RMB 16 million
Business scope: Permitted items: Food sales; liquor operation; catering services. 【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law, and the specific business items shall be subject to approval documents or licenses】General items: Food internet sales (only packaged prepackaged foods); catering management; retail of edible agricultural products; wholesale of edible agricultural products; retail of fresh vegetables; wholesale of fresh vegetables; retail of fresh fruits; wholesale of fresh fruits; sales of daily department store goods; sales of office supplies; wholesale of stationery; retail of stationery; retail of outdoor products; retail of clothing and accessories; sales of suitcases and bags; retail of textiles and knitwear; sales of toys, animation and entertainment products and other entertainment-related products; retail of hardware products; retail of gifts and flowers; internet sales (excluding goods that require licensing for sale); conference and exhibition services; leasing of non-residential real estate; information consultation services (excluding information consultation services subject to licensing); business management consulting; marketing planning; advertising design, agency; advertising publication; advertising production; graphic and text design and production. (For projects other than those that require approval according to law, business activities may be carried out independently in accordance with the business license lawfully obtained.)
Nature of the enterprise: Limited liability company (a wholly-owned corporation not invested in or controlled by natural persons)
Registered address: 635 Yuyuan Road, Jing’an District, Shanghai
Legal representative: Zheng Zhujìang
Registered capital: RMB 150,000
Business scope: Permitted items: Food sales; catering services; liquor operation; retail of tobacco products. 【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law, and the specific business items shall be subject to approval documents or licenses】General items: sales of clothing, shoes and hats, and daily necessities. (For projects other than those that require approval according to law, business activities may be carried out independently in accordance with the business license lawfully obtained.)
Nature of the enterprise: Limited liability company (a wholly-owned corporation not invested in or controlled by natural persons)
Registered address: Room 1915A, 19/F, 993 Nanjing West Road, Jing’an District, Shanghai
Legal representative: Jin Xin
Registered capital: RMB 10 million
Business scope: General items: business management; leasing of non-residential real estate; information consultation services (excluding information consultation services subject to licensing); advertising design, agency; advertising production; advertising publication (excluding broadcasting stations, TV stations, and press and publishing units); project planning and public relations services; marketing planning; property management. (For projects other than those that require approval according to law, business activities may be carried out independently in accordance with the business license lawfully obtained.)
Nature of the enterprise: Limited liability company (state-owned holding)
Registered address: Room 1912A, 19/F, 993 Nanjing West Road, Jing’an District, Shanghai
Legal representative: Yao Yunhai
Registered capital: RMB 70 million
Business scope: investment in real industries, real estate investment, real estate development and operations, property management, commodity information consultation services, exhibition display, corporate marketing planning, financial consulting, domestic trade. 【Business activities may be carried out only after approval by the relevant departments for projects that require approval according to law】
Nature of the enterprise: Limited liability company (a wholly-owned corporation not invested in or controlled by natural persons)
Registered address: 1123 Nanjing West Road, Jing’an District, Shanghai
Legal representative: Wang Zhihua
Registered capital: RMB 30 million
Business scope: General items: sales of daily department store goods; sales of daily necessities; wholesale of daily necessities; sales of daily ceramic products; sales of daily glass products; retail of clothing and accessories; sales of textiles and knitwear; retail of shoes and hats; sales of leather products; retail of hardware products; retail of stationery; retail of gifts and flowers; sales of arts and crafts and etiquette items (excluding ivory and its products); retail of arts and crafts and collectibles (excluding ivory and its products); sales of eyeglasses (excluding contact lenses); sales of gold and silver products; retail of jewelry and accessories; sales of watches and timing instruments; sales of watches; internet sales (excluding goods that require licensing for sale); agency for imports and exports; personal internet livestreaming services; conference and exhibition services; marketing planning; information consultation services (excluding information consultation services subject to licensing); property management; leasing of non-residential real es