Liangpin Puzi Co., Ltd. – 杭州桑拿网论坛|杭州品茶网论坛|杭州夜生活网论坛

The voting result of this proposal: [3] votes in favor, [0] votes against and [0] abstentions, and the proposal was passed.

For details of this proposal, please refer to the "published by the company in the designated information disclosure media on April 26, 2024"2023 Annual Internal Control Evaluation Report of Limited by Share Ltd..

Proposal 6: Proposal on Re-appointing the Company’s Financial Audit Institution and Internal Control Audit Institution in 2024.

The Board of Supervisors believes that PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) is the accounting firm for the company’s financial audit and internal control audit in 2023, and has the qualification to engage in securities-related business. It has many years of experience and ability in auditing listed companies. It has completed the audit work for the company in 2023 and is competent for the company’s audit work in 2024. It is agreed to re-appoint him as the company’s financial audit institution and internal control audit institution in 2024, with an audit fee of RMB 3 million (including internal control audit fee of RMB 500,000), turnover tax and various additional taxes and fees included in the invoice.

The voting result of this proposal: [3] votes in favor, [0] votes against and [0] abstentions, and the proposal was passed.

This proposal still needs to be submitted to the shareholders’ meeting for deliberation.

For details of this proposal, please refer to the Announcement on Renewing the Appointment of Certified Public Accountants by Liangpin Shop Co., Ltd. (AnnouncementNo.: 2024-009) disclosed by the company in the designated information disclosure media on April 26, 2024.

Proposal 7: Proposal on the Company and its holding subsidiaries applying for comprehensive credit lines from financial institutions in 2024, providing corresponding guarantees and authorizing the management to handle them.

The Board of Supervisors believes that the expected credit application and guarantee in 2024 are based on the actual situation of the company, and the efficiency of authorizing the management to handle the financing and guarantee procedures can be guaranteed, which meets the needs of the company’s development, and the review procedures are in line with laws, regulations and the Articles of Association, and there is no harm to the interests of the company and other shareholders.

The voting result of this proposal: [3] votes in favor, [0] votes against and [0] abstentions, and the proposal was passed.

This proposal still needs to be submitted to the shareholders’ meeting for deliberation.

For details of this proposal, please refer to the Announcement of Liangpin Shop Co., Ltd. on the Company and its holding subsidiaries applying for comprehensive credit lines from financial institutions in 2024 and making estimated guarantees (AnnouncementNo.: 2024-010) disclosed by the company in the designated information disclosure media on April 26, 2024.

Proposal 8: Proposal on the Company’s Special Report on Deposit and Actual Use of Raised Funds in 2023.

The Board of Supervisors believes that the contents of the Company’s Special Report on the Deposit and Actual Use of Raised Funds in 2023 are true, accurate and complete, and there are no false records, misleading statements and major omissions, which truly and objectively reflect the deposit and actual use of raised funds of the Company in 2023, in line with the relevant regulations of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there is no illegal use of raised funds. The review procedures are in compliance with laws, regulations and the Company’s.

The voting result of this proposal: [3] votes in favor, [0] votes against and [0] abstentions, and the proposal was passed.

For details of this proposal, please refer to the Special Report on Deposit and Actual Use of Funds Raised by Liangpin Shop Co., Ltd. in 2023, which was disclosed by the company in the designated information disclosure media on April 26, 2024.

Proposal 9: Proposal on the Company’s Special Report on the Occupation of Funds by Controlling Shareholders and Other Related Parties in 2023.

The Board of Supervisors believes that the Company’s Special Report on the Occupation of Funds by Controlling Shareholders and Other Related Parties in 2023 is consistent with the objective situation, and there is no occupation of non-operating funds by controlling shareholders and other related parties in 2023.

The voting result of this proposal: [3] votes in favor, [0] votes against and [0] abstentions, and the proposal was passed.

For details of this proposal, please refer to the Special Report on the Occupation of Funds by Controlling Shareholders and Other Related Parties of Liangpin Shop Co., Ltd. in 2023 disclosed by the company in the designated information disclosure media on April 26, 2024.

Proposal 10: Proposal on using some idle self-owned funds for cash management and authorizing managers to make investment decisions and organize their implementation.

The Board of Supervisors believes that under the premise of ensuring the safety of funds and the operating capital requirements of the company and its holding subsidiaries, using some of its own funds for cash management is conducive to improving the efficiency of capital utilization and increasing the company’s investment income. There is no violation of the relevant provisions of the Listing Rules of Shanghai Stock Exchange, which will not adversely affect the company’s business activities, and there is no harm to the interests of the company and all shareholders, especially minority shareholders. The review procedure is legal and compliant. Therefore, the Board of Supervisors agreed to the proposal.

Voting result: [3] votes in favor, [0] votes against and [0] abstentions, and the proposal was passed.

This proposal still needs to be submitted to the shareholders’ meeting for deliberation.

For details of this proposal, please refer to the Announcement of Liangpin Shop Co., Ltd. on Using Part of Idle Self-owned Funds for Cash Management (AnnouncementNo.: 2024-011) disclosed by the company in the designated information disclosure media on April 26, 2024.

Proposal 11: Proposal on the First Quarter Report of 2024.

The Board of Supervisors believes that the content and format of the report for the first quarter of 2024 are in line with the regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, and the preparation and review procedures of the report are in line with laws, regulations, departmental rules, other normative documents, the Articles of Association and the internal management system of the company, which truly reflects the operating results and financial status of the company in the first quarter of 2024 in all aspects. The Board of Supervisors did not find that the personnel involved in the preparation and review of the report for the first quarter of 2024 violated the confidentiality provisions.

The voting result of this proposal: [3] votes in favor, [0] votes against and [0] abstentions, and the proposal was passed.

For details of this proposal, please refer to the First Quarter Report of Liangpin Shop Co., Ltd. in 2024 disclosed by the company in the designated information disclosure media on April 26, 2024.

Proposal 12: Proposal on terminating the implementation of the 2023 employee stock ownership plan.

The Board of Supervisors believes that the relevant procedures for terminating the implementation of the 2023 employee stock ownership plan are in compliance with relevant laws, regulations and normative documents, and there is no harm to the interests of the company and all shareholders, which will not have a significant impact on the company’s operating performance and financial status, nor will it affect the diligence and diligence of the company’s outstanding management talents and business backbones.

Voting results: [1] votes in favor, [0] votes against, [0] abstentions, and related supervisors Ma Teng and Wan Zhang Nan abstained from voting.

The number of non-associated supervisors in this proposal is less than half of the number of supervisors, and the board of supervisors cannot form a resolution. This proposal will be submitted directly to the shareholders’ meeting of the company for consideration.

For details of this proposal, please refer to the Announcement of Liangpin Shop Co., Ltd. on Termination of the Implementation of the 2023 Employee Stock Ownership Plan (AnnouncementNo.: 2024-013) disclosed by the company in the designated information disclosure media on April 26, 2024.

It is hereby announced.

Board of supervisors of Liangpin Puzi Co., Ltd.

April 26, 2024

Securities Code: 603719 Securities Abbreviation: Liangpin Shop AnnouncementNo.: 2024-011

Liangpin Puzi Co., Ltd.

Announcement on the use of some idle self-owned funds for cash management

The board of directors and all directors of the Company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibilities for the authenticity, accuracy and completeness of its contents.

Important content tips:

● Entrusted financial management trustee: banks and other financial institutions.

● Amount of entrusted financial management: Liangpin Shop Co., Ltd. (hereinafter referred to as "the company") and its holding subsidiaries intend to use idle self-owned funds not exceeding RMB 1 billion for cash management.

● Name of entrusted wealth management products: wealth management products or deposit products issued by banks and other financial institutions with high security and good liquidity, and the longest term of a single product does not exceed 12 months.

● Term of entrusted financial management: it is valid for 12 months from the date of deliberation and approval by the company’s shareholders’ meeting, and the funds can be used in a rolling way within the approved amount and validity period.

● Review procedures: The company held the second meeting of the third board of directors and the second meeting of the third board of supervisors on April 24, 2024, and respectively reviewed and passed the Proposal on Using Part of Idle Self-owned Funds for Cash Management and Authorizing Managers to Make Investment Decisions and Organize Their Implementation. It agreed that the company and its holding subsidiaries should use idle self-owned funds of no more than RMB 1 billion for cash management, and authorized managers to make investment decisions and organize their implementation. The matter still needs to be submitted to the shareholders’ meeting for consideration.

I. Overview of this entrusted financial management

(1) Purpose of entrusted financial management

In order to improve the efficiency of the use of funds and make full use of idle self-owned funds, the company and its holding subsidiaries intend to use some idle self-owned funds for cash management without affecting the normal operation of the company and its holding subsidiaries and the safety of capital principal.

(II) Sources of funds

The source of funds is the company’s idle own funds.

The company will strictly control risks in accordance with relevant regulations, and invest in wealth management products or deposit products of banks, securities companies, insurance companies or other financial institutions with high security and good liquidity and the longest term of a single product not exceeding 12 months.

(4) Cash management quota and investment period

The company and its holding subsidiaries intend to use idle self-owned funds of no more than RMB 1 billion for cash management, which will be effective within 12 months from the date of deliberation and approval by the company’s shareholders’ meeting. Within the above quota and validity period, the funds can be used in a rolling way.

(V) Mode of investment

The counterparties of the cash management products to be purchased by the company and its holding subsidiaries are banks and other financial institutions, and the risks will be strictly controlled according to the credit status of the trustee. There shall be no relationship between the company and the trustee.

Second, investment risk analysis and risk control measures

When the company and its holding subsidiaries use idle self-owned funds for cash management, they choose to invest in wealth management products or deposit products issued by banks and other financial institutions with high security and good liquidity, and the maximum term of a single product is not more than 12 months. The risk is controllable, but the financial market is greatly affected by the macro economy, and it is not excluded that the investment is affected by market fluctuations. The Company adopts the following internal control measures for risks related to entrusted financial management:

1. Abide by the principle of prudent investment, strictly screen issuers, and choose issuers with good reputation and strong capital security.

2. According to the progress of self-funded investment projects, conduct risk assessment on the safety, duration and income of products, select appropriate investment products, and implement them after being approved by the head of the company’s fund management department.

3. The fund management department of the company establishes a ledger of wealth management products, analyzes and tracks the changes in the net value of the products and the safety status in time. If there are risk factors that may affect the safety of the company’s funds, it will take effective measures in time to avoid risks and reduce the company’s losses.

4. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of funds, and may hire professional institutions to conduct special audits when necessary.

Third, the impact on the company

The company and its holding subsidiaries use part of idle self-owned funds to purchase wealth management products or deposit products with high security and good liquidity, and the term of a single product does not exceed 12 months at the longest. It is implemented on the premise of ensuring the daily operation capital demand and capital safety, and it will not affect the normal turnover needs of the company’s daily funds and the normal development of the company’s main business, which is conducive to improving the efficiency of capital use, increasing the company’s income and maximizing the interests of shareholders.

According to the new guidelines for financial instruments, the company will include the purchased wealth management products in "transactional financial assets", "other current assets" or "monetary funds" according to the specific contents of the product agreement; The wealth management income listed in "trading financial assets" and "other current assets" is included in "investment income", and the wealth management income listed in "monetary funds" is included in "interest income". Specific to the accounting firm’s annual audit results shall prevail.

IV. Implementation of decision-making procedures and opinions of the Board of Supervisors

(1) Board of Directors

On April 24, 2024, the company held the second meeting of the third board of directors, deliberated and passed the Proposal on Using Part of Idle Self-owned Funds for Cash Management and Authorizing Managers to Make Investment Decisions and Organize Their Implementation, and agreed that the company and its holding subsidiaries should use idle self-owned funds of no more than RMB 1 billion for cash management, and investment banks and other financial institutions should issue wealth management products or deposit products with high security and good liquidity, and the term of a single product should not exceed 12 months, and authorized the managers to make investment decisions.

(II) Board of Supervisors

On April 24, 2024, the company held the second meeting of the third Board of Supervisors, and reviewed and approved the Proposal on Using Part of Idle Self-owned Funds for Cash Management and Authorizing Managers to Make Investment Decisions and Organize Their Implementation.

It is hereby announced.

Board of Directors of Liangpin Puzi Co., Ltd.

April 26, 2024

Securities Code: 603719 Securities Abbreviation: Liangpin Shop AnnouncementNo.: 2024-015

Liangpin Puzi Co., Ltd.

Announcement of main operating data in the first quarter of 2024

According to the relevant requirements of Shanghai Stock Exchange’s Self-regulatory Guidelines for Listed Companies No.3 Industry Information Disclosure: No.4-Retail, Liangpin Shop Co., Ltd. (hereinafter referred to as "the Company") now discloses the changes and main operating data of its stores in the first quarter of 2024 as follows:

I. Changes of stores during the reporting period

See attached table 1 for details.

II. Information on the stores that have signed contracts to be opened during the reporting period.

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III. Main operating data at the end of the reporting period

(1) Classification by business format

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(2) Information by region

■

It is hereby announced.

Board of Directors of Liangpin Puzi Co., Ltd.

April 26, 2024

Schedule 1

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Note 1: The opening and closing period in the above table is the first quarter of 2024.

Securities Code: 603719 Securities Abbreviation: Liangpin Shop AnnouncementNo.: 2024-012

Liangpin Puzi Co., Ltd.

Announcement on Amending the Articles of Association

Liangpin Shop Co., Ltd. (hereinafter referred to as "the Company") held the second meeting of the third board of directors on April 24, 2024, and deliberated and passed the Proposal on Amending the Articles of Association of Liangpin Shop Co., Ltd.. According to the Company Law, Securities Law, Guidelines for Articles of Association of Listed Companies, Shanghai Stock Exchange Listing Rules, Measures for the Administration of Independent Directors of Listed Companies, Shanghai Stock Exchange Self-regulatory Guidelines No.1-Standardized Operation of Listed Companies, Regulatory Guidelines No.3-Cash Dividends of Listed Companies and other relevant laws, regulations and normative documents, combined with the actual situation of the company, it is proposed to amend and improve some provisions of the current Articles of Association. The specific amendments are as follows:

■

Except for the above amendments, other articles of the Articles of Association remain unchanged.

At the same time, the board of directors of the company requested the general meeting of shareholders to authorize the board of directors and its sub-authorized persons to handle the industrial and commercial filing procedures related to this amendment of the Articles of Association. The above amendments involve the addition and deletion of clauses, and the serial numbers of the original clauses in the Articles of Association of the Company are adjusted accordingly, and the serial numbers of clauses that refer to other clauses are also adjusted synchronously.

For the revised Articles of Association, please refer to the Articles of Association of Liangpin Shop Co., Ltd. (revised in April 2024) published in the designated information disclosure media on the same day.

The above matters still need to be submitted to the company’s shareholders’ meeting for approval.

It is hereby announced.

Board of Directors of Liangpin Puzi Co., Ltd.

April 26, 2024

Securities Code: 603719 Securities Abbreviation: Liangpin Shop AnnouncementNo.: 2024-013

Liangpin Puzi Co., Ltd.

Announcement on terminating the implementation of the 2023 employee stock ownership plan

Important content tips:

● The company intends to terminate the implementation of the 2023 employee stock ownership plan, and the remaining stock rights and interests of the 2023 employee stock ownership plan that are not attributable to the holders are 3,016,600 shares.

● The termination of the implementation of the 2023 employee stock ownership plan still needs to be submitted to the company’s shareholders’ meeting for consideration.

Liangpin Shop Co., Ltd. (hereinafter referred to as "the Company") held the second meeting of the third board of directors and the second meeting of the third board of supervisors on April 24, 2024, and deliberated and passed the Proposal on Terminating the Implementation of the 2023 Employee Stock Ownership Plan. Relevant matters are hereby announced as follows:

First, the basic situation of the employee stock ownership plan in 2023

(I) The company held the 18th meeting of the second board of directors on January 11, 2023, and reviewed and approved the Proposal on the Company’s Employee Stock Ownership Plan 2023 (Draft) and its summary, and held the 19th meeting of the second board of directors on January 12, 2023, and reviewed and approved the Company’s Employee Stock Ownership Plan 2023 (Revised Draft). For details, please refer to the relevant announcements disclosed by the company on the website of Shanghai Stock Exchange (www.sse.com.cn) and other designated media on January 12, 2023, January 13, 2023 and March 2, 2023 respectively.

(II) On June 6, 2023, the company received the Confirmation of Transfer Registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, and all the 3,016,600 A-share ordinary shares held in the company’s "Liangpin Shop Co., Ltd. repurchase special securities account" were transferred to the company’s "Liangpin Shop Co., Ltd.-2023 employee stock ownership plan" securities account by non-transaction transfer on June 5, 2023. For details, please refer to the Announcement of Liangpin Shop Co., Ltd. on Completion of Non-transaction Transfer of Employee Stock Ownership Plan in 2023 (AnnouncementNo.: 2023-035) published by the company on the website of Shanghai Stock Exchange (www.sse.com.cn) and other designated media on June 7, 2023.

(III) On June 9, 2023, the company held the first meeting of the holders of the 2023 employee stock ownership plan, reviewed and approved the Proposal on Establishing the Management Committee of the Company’s 2023 employee stock ownership plan and related proposals, established the Management Committee of the 2023 employee stock ownership plan and elected its members, responsible for the daily management of the employee stock ownership plan and exercising shareholders’ rights on behalf of the holders. For details, please refer to the Announcement on Resolutions of the First Holder Meeting of Liangpin Shop Co., Ltd. Employee Stock Ownership Plan in 2023 (AnnouncementNo.: 2023-036) published by the company on the website of Shanghai Stock Exchange (www.sse.com.cn) and other designated media on June 10, 2023.

As of the date of this announcement, the company’s 2023 employee stock ownership plan is still in the lock-up period.

Second, the reasons for terminating the implementation of the 2023 employee stock ownership plan

According to the company’s operating conditions, considering the occupation cost of the participating employees, it will be difficult to achieve the expected incentive purpose and effect by continuing to implement this employee stock ownership plan, which is not conducive to fully mobilizing the work enthusiasm of the company’s core employees. In order to better safeguard the interests of the company, shareholders and employees, the company decided to terminate the implementation of the 2023 employee stock ownership plan after careful consideration, in accordance with the Guiding Opinions on the Pilot Implementation of the Employee Stock Ownership Plan by Listed Companies, the Self-regulatory Guidelines for Listed Companies of Shanghai Stock Exchange No.1-Standardized Operation, and the Company’s Administrative Measures for the 2023 Employee Stock Ownership Plan.

III. Termination of the examination and approval procedures for the implementation of the 2023 employee stock ownership plan

According to "Guidelines for Self-regulation of Listed Companies of Shanghai Stock Exchange No.1-Standardized Operation" and other relevant regulations, the termination of the 2023 employee stock ownership plan should be approved by the 2023 employee stock ownership plan holders’ meeting and submitted by the company’s board of directors to the shareholders’ meeting for deliberation and approval.

On April 24th, 2024, after deliberation at the second shareholders’ meeting of the company’s 2023 employee stock ownership plan, and with the consent of the holders attending the shareholders’ meeting, the Proposal on Terminating the Implementation of the 2023 Employee Stock Ownership Plan was passed.

On April 24, 2024, the company held the second meeting of the third board of directors, and reviewed and approved the Proposal on Terminating the Implementation of the 2023 Employee Stock Ownership Plan. On the same day, the company held the second meeting of the third Board of Supervisors, and reviewed the Proposal on Terminating the Implementation of the 2023 Employee Stock Ownership Plan. The related supervisors Ma Teng and Wan Zhangnan both abstained from voting. Before the board meeting was held for deliberation, the proposal was reviewed by the Nomination and Remuneration Committee of the board of directors of the company at its second meeting in 2024. The proposal still needs to be submitted to the company’s shareholders’ meeting for consideration.

IV. Termination and subsequent arrangements of this employee stock ownership plan

According to the Company’s Management Measures for the Employee Stock Ownership Plan in 2023, when the employee stock ownership plan is terminated in advance, the relevant rights and interests will be recovered by the management committee, and the recovery price is the original contribution amount of the underlying stock corresponding to the share, and the management committee has the right to decide the disposal method of the relevant rights and interests. There is a situation that all the subscribed shares in this plan cannot be sold, and the specific disposal measures shall be determined by the management Committee.

V. The impact of terminating the implementation of the 2023 employee stock ownership plan on the company.

The company’s termination of the implementation of the 2023 employee stock ownership plan is in compliance with the Company Law, the Securities Law, the Guiding Opinions on the Pilot Implementation of the Employee Stock Ownership Plan by Listed Companies, the Self-regulatory Guidance of Listed Companies of Shanghai Stock Exchange No.1-Standardized Operation, and other relevant laws, regulations and normative documents, as well as the Company’s Administrative Measures for the 2023 Employee Stock Ownership Plan. The company’s termination of the implementation of the 2023 employee stock ownership plan will not harm the interests of the company and all shareholders, will not adversely affect the company’s development strategy, business planning, etc., will not adversely affect the company’s financial status and operating results, will not have a significant adverse impact on the company’s daily operations and future development, and will not affect the diligence of the company’s management and core backbone. The impact of the final share-based payment fee on the company’s net profit shall be subject to the audit report issued by the accounting firm.

VI. Opinions of the Board of Supervisors

The termination of the implementation of the 2023 employee stock ownership plan does not affect the purpose and original intention of the company to launch a long-term employee stock ownership plan. The company will establish a long-term incentive mechanism to promote the long-term, sustained and healthy development of the company in combination with the actual development needs and market environment.

It is hereby announced.

Board of Directors of Liangpin Puzi Co., Ltd.

April 26, 2024

Securities Code: 603719 Securities Abbreviation: Liangpin Shop AnnouncementNo.: 2024-008

Liangpin Puzi Co., Ltd.

Announcement of 2023 Annual Profit Distribution Plan

Important content tips:

● Pay a cash dividend of 2.25 yuan (including tax) for every 10 shares.

● This profit distribution is based on the total share capital registered in date of record at the time of the implementation of the equity distribution, and the specific date will be specified in the announcement on the implementation of the equity distribution.

● If the total share capital of date of record Qianliangpin Shop Co., Ltd. (hereinafter referred to as "the company") is changed, it is planned to keep the distribution ratio per share unchanged and adjust the total distribution accordingly. Subsequent changes in the total share capital will be announced separately.

● This profit distribution plan still needs to be submitted to the shareholders’ meeting for consideration.

I. Contents of profit distribution plan

Audited by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), as of December 31, 2023, the undistributed profit at the end of the reporting period of the parent company of the company was RMB 599,625,261.93.

According to the Company Law, Supervision Guidelines for Listed Companies No.3-Cash Dividends of Listed Companies, the Articles of Association and the Shareholders’ Dividend Return Plan for the Next Three Years (2023-2025), the company’s profit distribution plan for 2023 is as follows: based on the total share capital of date of record at the time of equity distribution, a cash dividend of 2.25 yuan will be distributed to all shareholders for every 10 shares.

If the above plan is implemented, as of December 31, 2023, the company has a total share capital of 401,000,000 shares. Based on this, a cash dividend of 90,225,000.00 yuan (including tax) will be distributed this time. The company’s cash dividend this year accounts for 50.05% of the net profit attributable to shareholders of the company realized in 2023.

If the total amount of share capital distributed by the Company changes during the period from the disclosure of this plan to the implementation of equity distribution in date of record, the Company intends to keep the distribution ratio per share unchanged and adjust the total amount of distribution accordingly, and the subsequent changes of total share capital will be announced separately.

This profit distribution plan still needs to be submitted to the shareholders’ meeting for consideration.

Second, the company’s decision-making procedures

(1) Convening, deliberation and voting of the board meeting.

The company held the second meeting of the third board of directors on April 24th, 2024, and passed the Proposal on the Company’s Profit Distribution Plan for 2023 with 9 votes in favor, 0 abstentions and 0 votes against. This plan is in line with the profit distribution policy stipulated in the Articles of Association and the shareholders’ return plan formulated by the company.

(II) Opinions of the Board of Supervisors

On April 24th, 2024, the Company held the second meeting of the third Board of Supervisors, and the Proposal on the Company’s Profit Distribution Plan for 2023 was reviewed and approved with 3 votes in favor, 0 abstentions and 0 votes against. The Board of Supervisors believes that the preparation and review procedures of the Company’s Profit Distribution Plan for 2023 are in compliance with laws, regulations, departmental rules, other normative documents, the Articles of Association and the internal management system of the Company, and meet the relevant provisions of the Guidelines for Self-regulation and Supervision of Listed Companies of Shanghai Stock Exchange No.1-Standardized Operation on Cash Dividends, which are in line with the current development stage and actual situation of the Company, and are conducive to the sustained and steady development of the Company, and there is no harm to the interests of the Company and shareholders.

Third, the relevant risk warning

(1) This profit distribution plan combines the company’s development stage, future capital demand and other factors, and will not have a significant impact on the company’s operating cash flow, nor will it affect the company’s normal operation and long-term development.

(II) This profit distribution plan has yet to be submitted to the company’s 2023 annual general meeting for deliberation. Investors are requested to pay attention to investment risks.

It is hereby announced.

Board of Directors of Liangpin Puzi Co., Ltd.

April 26, 2024

Securities Code: 603719 Securities Abbreviation: Liangpin Shop AnnouncementNo.: 2024-009

Liangpin Puzi Co., Ltd.

Announcement on Renewing the Appointment of Accounting Firm

Important content tips:

● Name of the accounting firm to be employed by Liangpin Shop Co., Ltd. (hereinafter referred to as "the company"): PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) (hereinafter referred to as "PricewaterhouseCoopers Zhongtian")

I. Basic information about the accounting firm to be appointed

(1) Institutional information

1. Basic information

PricewaterhouseCoopers Zhongtian was formerly known as PricewaterhouseCoopers Dahua Certified Public Accountants established on March 28, 1993, and was renamed PricewaterhouseCoopers Zhongtian Certified Public Accountants Co., Ltd. in June 2000 with approval; Approved by the Ministry of Finance’s Accounting Letter [2012] No.52 on December 24, 2012, it was transformed into PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) on January 18, 2013. The registered address is China (Shanghai) Pilot Free Trade Zone.Room 01, Unit 507, DBS Bank Building, No.1318 Ring Road.

PricewaterhouseCoopers Zhongtian has a practicing certificate of accounting firm, and is qualified to engage in the audit business of H-share enterprises. At the same time, it is also an accounting firm with securities and futures related business qualifications originally approved by the Ministry of Finance and the China Securities Regulatory Commission. PricewaterhouseCoopers Zhongtian has rich practice experience and good professional service ability in securities business. In addition, PricewaterhouseCoopers Zhongtian is a member of PricewaterhouseCoopers International Network, and is also registered in US PCAOB (American Public Company Accounting Oversight Board) and UK FRC (British Financial Reporting Office) to engage in related audit business.

Li Dan is the chief partner of PricewaterhouseCoopers Zhongtian. As of December 31, 2023, the number of partners of PricewaterhouseCoopers Zhongtian was 291, and the number of certified public accountants was 1,710, among which the number of certified public accountants who signed the audit report on securities services business since 2013 was 383.

The total income of PricewaterhouseCoopers Zhongtian in the latest audited fiscal year (2022) was RMB 7.421 billion, the income from auditing business was RMB 6.854 billion and the income from securities business was RMB 3.284 billion.

PricewaterhouseCoopers Zhongtian has 109 clients auditing the financial statements of A-share listed companies in 2022, and the total fee for auditing the financial statements of A-share listed companies is RMB 529 million. The main industries include manufacturing, finance, transportation, warehousing and postal services, information transmission, software and information technology services, wholesale and retail, etc. There are 6 clients auditing the financial statements of A-share listed companies in the same industry (wholesale and retail).

2. Investor protection ability

In terms of investor protection, PricewaterhouseCoopers Zhongtian has taken out occupational insurance according to the requirements of relevant laws and regulations. The sum of the accumulated compensation limit of occupational insurance and occupational risk fund exceeds RMB 200 million, and the provision of occupational risk fund or the purchase of occupational insurance complies with relevant regulations. PricewaterhouseCoopers Zhongtian has not assumed civil liability in relevant civil litigation due to its practice in the past three years.

3. Integrity record

PricewaterhouseCoopers Zhongtian and its employees have not been subject to criminal punishment or administrative punishment, or self-regulatory measures or disciplinary actions by self-regulatory organizations such as stock exchanges and industry associations in the past three years. PricewaterhouseCoopers Zhongtian has been subject to administrative supervision measures by the local securities regulatory bureau for nearly three years, involving two employees. According to the provisions of relevant laws and regulations, the above regulatory measures are not administrative penalties, and will not affect PwC Zhongtian to continue to undertake or implement securities services and other businesses.

(II) Project information

1. Basic information

Project Partner and Signed Certified Public Accountant: He Ting, a practicing member of the Institute of Certified Public Accountants, has been a certified public accountant since 2007, engaged in auditing listed companies since 2004, provided auditing services for companies since 2020, and practiced in PricewaterhouseCoopers Zhongtian since 2004. In the past three years, he has signed or reviewed the audit reports of three listed companies.

Quality review partner: Liu Likun, a practicing member of the Institute of Certified Public Accountants, has been a certified public accountant since 2006, engaged in auditing of listed companies since 2001, provided auditing services for the company since 2021, and practiced in PricewaterhouseCoopers Zhongtian since 2001. In the past three years, he has signed or reviewed the audit reports of six listed companies.

Signature Certified Public Accountant: Zhao Yiyi, a practicing member of the Institute of Certified Public Accountants, has been a certified public accountant since 2018, engaged in auditing listed companies since 2015, provided auditing services for the company since 2021, and practiced in PricewaterhouseCoopers Zhongtian since 2014. In the past three years, he has signed or reviewed the audit report of a listed company.

2. Integrity record

Mr. He Ting, the project partner and signature certified public accountant, Ms. Liu Likun, the quality review partner, and Ms. Zhao Yuyi, the signature certified public accountant, have not been subjected to any criminal punishment or administrative punishment in the last three years, nor have they been subjected to administrative supervision and management measures by the securities regulatory agency for their practice, nor have they been subjected to self-regulatory measures and disciplinary actions by self-regulatory organizations such as stock exchanges and trade associations for their practice.

3. Independence

PricewaterhouseCoopers Zhongtian, project partner and signed CPA Mr. He Ting, quality review partner Ms. Liu Likun and signed CPA Ms. Zhao Yiyi do not have any circumstances that may affect their independence.

4. Audit fees

PricewaterhouseCoopers Zhongtian’s audit service fee is determined by both parties through consultation according to the audit workload and the principle of fairness and reasonableness. The audit fee that the company intends to pay to PricewaterhouseCoopers Zhongtian for the 2024 financial statement audit project is RMB 3 million (including the internal control audit fee of RMB 500,000), and the turnover tax and various additional taxes included in the invoice are the same as those for the 2023 financial statement audit.

II. Procedures for the performance of the accounting firm to be renewed.

(I) The first meeting of the Audit Committee of the third board of directors of the company in 2024 reviewed and approved the Proposal on Renewing the Appointment of the Company’s Financial Audit Institution and Internal Control Audit Institution in 2024 with 3 votes in favor, 0 abstentions and 0 votes against. It is considered that PricewaterhouseCoopers Zhongtian is the accounting firm of the company’s financial audit and internal control audit in 2023, and has the qualification to engage in securities-related business and many years of experience and ability to audit listed companies. The audit work of the company in 2023 has been successfully completed, showing the independent, objective and rigorous professional quality and solid and profound professional level of this institution, and it can be competent for the audit work of the company in 2024. Therefore, it is agreed to re-appoint PricewaterhouseCoopers Zhongtian as the accounting firm for the company’s financial audit and internal control audit in 2024, with an audit fee of RMB 3 million (including internal control audit fee of RMB 500,000), turnover tax and various additional taxes and fees included in the invoice.

(II) The Second Meeting of the Third Board of Directors of the Company deliberated and passed the Proposal on Renewing the Appointment of the Company’s Financial Audit Institution and Internal Control Audit Institution in 2024 with 9 votes in favor, 0 abstentions and 0 votes against, and agreed to re-appoint PricewaterhouseCoopers Zhongtian as the accounting firm for the company’s financial audit and internal control audit in 2024, with an audit fee of RMB 3 million (including the internal control audit fee of RMB 500,000), as well as the turnover tax and various surcharges included in the invoice.

(III) The Second Meeting of the Third Board of Supervisors of the Company reviewed and approved the Proposal on Renewing the Appointment of the Company’s Financial Audit Institution and Internal Control Audit Institution in 2024 with 3 votes in favor, 0 abstentions and 0 votes against. The Board of Supervisors believes that PricewaterhouseCoopers Zhongtian is the accounting firm for the company’s financial audit and internal control audit in 2023, and has the qualification to engage in securities-related business, experience and ability to audit listed companies for many years. It has completed the audit work for the company in 2023 and is competent for the company’s audit work in 2024, and agreed to re-appoint it as the company’s financial audit institution and internal control audit institution in 2024, with an audit fee of RMB 3 million (including internal control audit fee of RMB 500,000)

(IV) The appointment of an accounting firm this time still needs to be submitted to the company’s shareholders’ meeting for deliberation, and it will take effect from the date of deliberation and approval by the company’s shareholders’ meeting.

It is hereby announced.

Board of Directors of Liangpin Puzi Co., Ltd.

April 26, 2024

Securities Code: 603719 Securities Abbreviation: Liangpin Shop AnnouncementNo.: 2024-010

Liangpin Puzi Co., Ltd.

About the company and its holding subsidiaries in 2024

Apply to a financial institution for a comprehensive credit line.

And make an announcement of the estimated guarantee.

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibilities for the authenticity, accuracy and completeness of its contents.

Important content tips:

● Name of the guarantor: Hubei Liangpin Shop Food Industry Co., Ltd. (hereinafter referred to as Liangpin Industry) and Ningbo Liangpin Shop Food Trading Co., Ltd. (hereinafter referred to as Ningbo Liangpin Trading), wholly-owned subsidiaries of Liangpin Shop Co., Ltd. (hereinafter referred to as the Company), are not related persons of listed companies.

● The amount of this guarantee and the guarantee balance actually provided for it: The company intends to provide joint and several liability guarantees with a total amount of no more than 3.5 billion yuan within the comprehensive credit line for its wholly-owned subsidiaries Liangpin Industry and Ningbo Liangpin Commerce, including the guarantee balance of 295 million yuan actually provided by the company for subsidiaries within the scope of consolidated statements as of the disclosure date of this announcement.

● Is there a counter-guarantee for this guarantee? No.

● Cumulative quantity of overdue external guarantee: None.

● This guarantee still needs to be submitted to the company’s shareholders’ meeting for consideration.

● Special risk warning: The guaranteed good product industry is a wholly-owned subsidiary with an asset-liability ratio of over 70%; As of the disclosure date of this announcement, the guarantee amount of the company and its holding subsidiaries exceeds 50% of the latest audited net assets, all of which are guarantees provided by the company to its holding subsidiaries; The company has not provided guarantee for the units outside the consolidated statement, so investors are advised to pay attention to the relevant risks.

I. Overview of guarantee situation

(1) A brief introduction to the guarantee.

According to the capital requirements of the company’s 2024 production and operation and investment plan, in order to ensure the smooth progress of the company’s production and operation, the company and its holding subsidiaries are expected to apply to the bank for a comprehensive credit line with a total amount of no more than RMB 3 billion in 2024. Within the above credit line, The company intends to provide joint and several liability guarantees with a total amount of no more than RMB 3.5 billion (including the guarantee balance of RMB 295 million provided by the existing companies to the subsidiaries) for the wholly-owned subsidiaries of Liangpin Industry and Ningbo Liangpin Trading (any entity of the wholly-owned subsidiaries of the above two companies is hereinafter referred to as "wholly-owned subsidiaries"), and authorize the management to handle financing and guarantee procedures (including but not limited to signing financing contracts, guarantee contracts, loan vouchers, etc.), with a validity period of one year, and this proposal has been reviewed and passed at the shareholders’ meeting. Credit forms include, but are not limited to, working capital loans, acceptance bills, letters of credit, bank guarantees and fixed assets loans. The comprehensive credit line and specific business types are ultimately subject to the actual approval of the bank, and the credit line can be recycled within the validity period.

The above comprehensive credit contract and guarantee contract have not yet been signed.

(2) The basic information about the guarantee.

The basic situation of this guarantee is as follows:

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(3) Internal decision-making procedures for the expected performance of the guarantee.

On April 24, 2024, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, and reviewed and approved the Proposal on the Company and its holding subsidiaries applying for comprehensive credit lines from financial institutions in 2024, providing corresponding guarantees and authorizing managers to handle financing and guarantee procedures. This proposal still needs to be submitted to the shareholders’ meeting for deliberation.

Second, the basic situation of the guarantor

(1) Hubei Liangpin Puzi Food Industry Co., Ltd.

Name of the guarantor: Hubei Liangpin Puzi Food Industry Co., Ltd.

Unified social credit code: 91420112074454566J

Registered capital: RMB 500 million Yuan only.

Date of establishment: July 23, 2013

Registered place: No.8 Gexin Avenue, Zoumaling, Dongxihu District, Wuhan (13)

Legal Representative: Yang Hongchun.

Business scope: sales of candy products (candies), processed aquatic products (dried aquatic products), fruit products (dried fruit products), candied fruit, roasted and fried food-grade nut products (baked and fried), bulk food (including frozen food and cooked food in bulk), prepackaged foods (including frozen food), special food (health food, infant formula milk powder, fried food). Management of food chain stores, warehousing services, venue rental, wholesale and retail of business appliances and sanitary appliances in department stores; Hot food (including semi-finished food); Pastry food (including decorative food); Manufacture and sale of homemade drinks (including homemade fresh milk drinks), cold foods and raw foods (including meat products and raw seafood foods); Self-supporting or acting as an agent for the import and export business of various commodities and technologies (except those restricted or prohibited by the state). (Projects subject to examination and approval according to law can only be operated after examination and approval by relevant departments)

Ownership structure: The company holds 100% equity of Liangpin Industry.

The financial data of Liangpin Industry in the latest year are as follows:

Unit: Yuan

■

The above-mentioned guarantor has a good credit status and is not an executed person who has broken his promise. At present, there are no major contingencies that affect the solvency of the guarantor.

(II) Ningbo Liangpin Puzi Food Trading Co., Ltd.

Name of the guarantor: Ningbo Liangpin Puzi Food Trading Co., Ltd.

Unified social credit code: 91330206MA2AFJPE7B

Registered capital: ten million yuan only.

Date of establishment: November 13, 2017

Registered place: Room 1014, Office Building No.5, Meishan Avenue Business Center, Beilun District, Ningbo City, Zhejiang Province

Legal Representative: Zhang Guoqiang.

Scope: food business; Enterprise management consulting; Business information consultation; Market information consultation; Exhibition service; Organization and planning of cultural and artistic exchange activities; Corporate image planning; Marketing planning; General cargo storage service; Venue lease; Wholesale and retail of daily necessities; Self-management and agency of import and export business of all kinds of goods and technologies (except goods and technologies that are restricted or prohibited by the state). (Projects subject to approval according to law can only be operated after approval by relevant departments).

Ownership structure: The company holds 100% equity of Ningbo Liangpin Trade.

The financial data of Ningbo Liangpin Trading in the latest year are as follows:

Unit: Yuan

■

III. Main contents of the guarantee agreement

The guarantee agreement has not been signed. The board of directors of the company submitted this matter to the shareholders’ meeting for deliberation, and requested the shareholders’ meeting to authorize the management to handle the financing and guarantee procedures (including but not limited to signing financing contracts, guarantee contracts, loan vouchers, etc.), with a validity period of one year, counting from the date when this proposal was deliberated and passed by the shareholders’ meeting.

IV. Opinions of the Board of Directors

The board of directors believes that the company provides guarantee for the wholly-owned subsidiaries to apply for credit lines from financial institutions in order to meet the capital turnover needs of the subsidiaries for daily operations and project construction, broaden financing channels and reduce financing costs, which is conducive to the long-term development of the subsidiaries. The company has established and improved the external guarantee management system and strict internal control system, and formulated a sound decision-making and implementation process for the development of related businesses. The guaranteed objects are all holding subsidiaries within the scope of the company’s consolidated statements. They are in good operating condition, capable of repaying due debts, and their financial risks are under control. The board of directors agrees to apply for comprehensive credit and predict the guarantee matters.

V. Cumulative external guarantee quantity and overdue guarantee quantity

As of the disclosure date of this announcement, the balance of external guarantees of the company and its holding subsidiaries is 295 million yuan, all of which are guarantees provided by the company to the holding subsidiaries, accounting for 11.87% of the listed company’s latest audited net assets attributable to shareholders of the listed company. There is no overdue guarantee.

It is hereby announced.

Board of Directors of Liangpin Puzi Co., Ltd.

April 26, 2024

Securities Code: 603719 Securities Abbreviation: Liangpin Shop AnnouncementNo.: 2024-014

Liangpin Puzi Co., Ltd.

Notice on Convening the 2023 Annual General Meeting of Shareholders

Important content tips:

● Date of convening the general meeting of shareholders: May 16, 2024.

● Online voting system adopted in this shareholders’ meeting: online voting system of shareholders’ meeting of Shanghai Stock Exchange.

First, the basic situation of the meeting

(1) Type and session of shareholders’ meeting

2023 Annual General Meeting of Shareholders

(II) Convenor of the shareholders’ meeting: the board of directors.

(III) Voting method: The voting method adopted in this general meeting of shareholders is a combination of on-site voting and online voting.

(four) the date, time and place of the on-site meeting.

Date and time of convening: 15: 00 on May 16th, 2024.

Venue: conference room on the 5th floor of the company (Liangpin Building, No.1 Hangtian Road, gold and silver lake, Dongxihu District, Wuhan)

(5) The system, starting and ending dates and voting time of online voting.

Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange.

Start and end time of online voting: from May 16th, 2024.

Until May 16, 2024

The online voting system of Shanghai Stock Exchange is adopted, and the voting time through the voting platform of the trading system is the trading time period on the day of the shareholders’ meeting, namely 9:15-9:25,9:30-11:30 and 13: 00-15: 00; Voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders’ meeting.

(six) margin financing, refinancing, agreed repurchase business accounts and voting procedures for investors in Shanghai Stock Connect.

Related accounts involving margin financing and securities lending, refinancing business, agreed repurchase business, and voting by investors of Shanghai Stock Connect shall be implemented in accordance with the Guidelines for Self-regulation and Supervision of Listed Companies of Shanghai Stock Exchange No.1-Standardized Operation and other relevant provisions.

(seven) involving the public collection of shareholders’ voting rights.

without

II. Matters to be considered at the meeting