证券代码：601888 证券简称：中国中免 公告编号：临 2025-017 中国旅游集团中免股份有限公司 2024年年度股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 | 1．出席会议的股东和代理人人数 | 2,393 | | --- | --- | | 其中：A 股股东人数 | 2,392 | | 境外上市外资股股东人数（H 股） | 1 | | 2．出席会议的股东所持有表决权的股份总数（股） | 1,315,792,744 | | 其中：A 股股东持有股份总数 | 1,276,277,321 | | 境外上市外资股股东持有股份总数（H 股） | 39,515,423 | | 3．出席会议的股东所持有表决权股份数占公司有表决权股 份总数的比例（%） | 63.5999 | | 其中：A 股股东持股占股份总数的比例（%） | 61.6899 | | 境外上市外资股股东持股占股份总数的比例（%） | 1.9100 | 一、 会议召开和出席情况 (一)股东大会召开的时间 ...

北京市嘉源律师事务所 关于中国旅游集团中免股份有限公司 2024 年年度股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 致:中国旅游集团中免股份有限公司 中国中免 · 2024 年年度股东大会 北京市嘉源律师事务所 嘉源 · 法律意见书 关于中国旅游集团中免股份有限公司 嘉 源律师事务所 IA YUAN LAW OFFICES 北京 BEI JING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 2024 年年度股东大会的 中国中免 · 2024 年年度股东大会 嘉源 · 法律意见书 法律意见书 嘉源(2025)-04-378 北京市嘉源律师事务所（以下简称"本所"）接受中国旅游集团中免股份有 限公司(以下简称"公司")委托,根据《中华人民共和国公司法》(以下简称"《公 司法》")《上市公司股东会规则》(以下简称"《股东会规则》")等现行有效的法 律、行政法规、部门规章、规范性文件(以下简称"法律法规")以及《中国旅 游集团中免股份有限公司章程》(以下简称"《公司章程》")的有关规定,指派本 所律师 ...

中国旅游集团中免股份有限公司 章 程 二〇二五年五月 | 第一章 | 总则 | 1 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 3 | | 第三章 | 股份 | 4 | | 第一节 | 股份发行 4 | | | 第二节 | 股份增减和回购 6 | | | 第三节 | 股份转让 7 | | | 第四章 | 股东和股东会 | 9 | | 第一节 | 股东 9 | | | 第二节 | 股东会的一般规定 15 | | | 第三节 | 股东会的召集 19 | | | 第四节 | 股东会的提案与通知 21 | | | 第五节 | 股东会的召开 24 | | | 第六节 | 股东会的表决和决议 28 | | | 第七节 | 类别股东表决的特别程序 34 | | | 第五章 | 党委 | 36 | | 第六章 | 董事会 | 38 | | 第一节 | 董事 38 | | | 第二节 | 董事会 42 | | | 第七章 | 经理及其他高级管理人员 49 | | | 第八章 | 监事会 | 52 | | 第一节 | 监事 52 | | | 第二节 | 监事会 53 | | | 第九章 | 财 ...

Core Viewpoint - Four state-owned enterprises, including Lingnan Holdings, Guangzhou Baiyun International Airport, and China Duty Free Group, are collaborating to establish a duty-free store in Guangzhou, aiming to enhance consumer spending and tax revenue [1][2][3]. Group 1: Company Collaboration - Lingnan Holdings, Guangzhou Baiyun International Airport, and Guangzhou Baiyun International Airport will jointly invest in a new company, China Duty Free Products (Guangzhou) Co., Ltd., with a registered capital of 45 million yuan [2][3]. - Each company will contribute to the registered capital, with Lingnan Holdings and Guangzhou Baiyun International Airport investing 8.775 million yuan (19.5%) and 4.5 million yuan (10%) respectively [2][3]. - The board of the new company will consist of seven directors, with China Duty Free Group appointing four, and the other three companies appointing one each [3]. Group 2: Market Context - The establishment of the duty-free store aligns with a government initiative to stimulate consumer activity and expand domestic demand, as outlined in a notification from five ministries [4]. - In 2024, China Duty Free Group won bids for multiple duty-free projects, including new city stores in Shenzhen, Guangzhou, Xi'an, Fuzhou, Chengdu, and Tianjin [4]. Group 3: Financial Performance - China Duty Free Group reported a revenue of 56.474 billion yuan in 2024, a decline of over 16% year-on-year, with a net profit of 4.267 billion yuan, down over 36% [5]. - Guangzhou Baiyun International Airport achieved a revenue of approximately 7.4 billion yuan in 2024, a 15% increase, and a net profit of about 930 million yuan, up 110% [5]. - Lingnan Holdings reported a revenue of 4.309 billion yuan, a 25.43% increase, and a net profit of 150 million yuan, up 116.08% in 2024 [5].

Group 1: Travel Trends and Market Insights - The upcoming Dragon Boat Festival holiday is expected to see a steady growth in travel demand, with local and nearby travel accounting for 50% of the market share [1] - There is a significant increase in searches for cultural experience products related to the Dragon Boat Festival, with keywords like "Dragon Boat" and "Zongzi" seeing a 220% increase in search volume [1] - The trend of "central city sinking to surrounding areas" is prominent, with popular short-distance routes identified in regions like the Yangtze River Delta and Beijing-Tianjin-Hebei [1] Group 2: Family and Inbound Travel - The overlap of the Dragon Boat Festival with Children's Day has boosted family travel, with family travel orders accounting for 35% of total orders on the Ctrip platform [2] - Inbound travel is gaining traction, with hotel search heat for inbound travel exceeding 100% year-on-year, indicating a strong appeal of China as a travel destination for foreign tourists [2] - The top ten source countries for inbound tourism include Malaysia, South Korea, and the United States, with major destinations being Shanghai, Beijing, and Guangzhou [2] Group 3: Financial Performance of Travel Companies - Ctrip Group reported a net operating income of 13.8 billion RMB for Q1 2025, a 16% increase year-on-year, with a net profit of 4.3 billion RMB [4] - Tongcheng Travel is projected to achieve revenues of 19.91 billion RMB in 2025, with a target price set at 28.00 HKD per share based on strong fundamentals [4] - Huazhu Group's adjusted EBITDA for Q4 2024 is expected to grow by 10%, leading to an upward revision of its target price to 31.5 HKD [5] Group 4: Market Outlook and Recommendations - The tourism industry is anticipated to continue its recovery, supported by domestic demand policies and improving consumer confidence [3] - Key investment recommendations include focusing on leisure travel platforms and quality scenic area operators, as well as business travel recovery stocks [3] - Companies like Xiangyuan Cultural Tourism and Huangshan Tourism are highlighted as potential investment opportunities in the leisure travel sector [3]

Core Viewpoint - The China Securities Tourism Index has shown mixed performance, with a recent increase but a decline over the past month and year-to-date [2]. Group 1: Index Performance - The China Securities Tourism Index rose by 0.9% to 2783.81 points, with a trading volume of 6.719 billion yuan [1]. - Over the past month, the index has decreased by 4.42%, while it has increased by 1.01% over the last three months. Year-to-date, it has declined by 5.28% [2]. Group 2: Index Composition - The index includes up to 50 listed companies involved in various sectors of the tourism industry, such as accommodation, sightseeing, shopping, entertainment, and transportation [2]. - The top ten weighted companies in the index are: China Duty Free Group (14.99%), Songcheng Performance (7.39%), Shanghai Airport (6.38%), Jinjiang Hotels (5.53%), Shougang Hotel (5.15%), China Eastern Airlines (5.13%), Southern Airlines (5.05%), Air China (4.48%), Spring Airlines (4.38%), and Hainan Airport (3.87%) [2]. - The industry composition of the index shows that consumer services account for 48.04%, transportation for 31.30%, retail for 14.99%, and real estate for 5.67% [2]. Group 3: Index Adjustment - The index samples are adjusted semi-annually, with adjustments occurring on the next trading day after the second Friday of June and December [3]. - Weight factors are generally fixed until the next scheduled adjustment, with special circumstances allowing for temporary adjustments [3]. Group 4: Related Funds - Public funds tracking the China Securities Tourism Index include the Fortune China Securities Tourism Theme ETF and the Huaxia China Securities Tourism Theme ETF [4].

Core Viewpoint - China Duty Free Group Co., Ltd. (formerly known as China National Travel Service Group Corporation) has experienced a decline in stock price over four consecutive trading days, with a cumulative drop of -1.56% [1] Company Overview - China Duty Free Group is a large joint-stock enterprise focused on tourism retail, controlled by China Tourism Group Co., Ltd. [1] - The company is listed and is one of the major players in the tourism retail sector in China [1] Financial Performance - In the first quarter of this year, the Invesco Great Wall New Emerging Growth Mixed A fund remains one of the top ten shareholders of China Duty Free, with a year-to-date return of -0.17%, ranking 3010 out of 4581 in its category [1][2] - The fund's performance over various time frames shows a near-term increase of 1.10% over the past week, but a decline of -0.23% over the past month and -8.83% over the past six months [2] Fund Management - The fund manager, Liu Yanchun, has a management experience of over 16 years and has held various positions in different financial institutions before joining Invesco Great Wall in January 2015 [3][4] - Liu Yanchun is currently managing multiple funds, including the Invesco Great Wall New Emerging Growth Mixed Fund and others, with a total fund size of 410.20 billion yuan and a cumulative return of 162.55% [4]

Group 1 - The company reported its Q1 2025 earnings, showing a revenue of 16.746 billion yuan, a year-on-year decline of 10.96%, and a net profit attributable to shareholders of 1.938 billion yuan, down 15.98% year-on-year [1] - The Hainan market remains under pressure, but the company is actively optimizing operations, with inventory improving continuously. As of the end of Q1 2025, inventory stood at 15.751 billion yuan, a decrease of 9.21% from the beginning of the year [1] - The company's gross profit margin for Q1 2025 was 32.98%, a slight year-on-year decrease of 0.33 percentage points, while the sales expense ratio was 13.12%, a slight increase of 0.28 percentage points [1] Group 2 - The number of visa-free countries and international flight volumes are increasing, leading to a positive trend in airport duty-free business. Duty-free store revenue at Beijing airports grew over 115% year-on-year, while Shanghai airports saw a nearly 32% increase [2] - The company is responding to policy changes by adding city duty-free store projects, with 13 foreign exchange commodity duty-free stores transitioning to city duty-free stores within three months, enhancing the synergy between various sales channels [2] - The company is optimistic about the growth of duty-free business in Hainan post-border closure, with city duty-free business expected to contribute to performance in upcoming quarters [3]

Investment Rating - The report maintains a "Buy" rating for the company [9][10]. Core Insights - In Q1 2025, the company reported revenue of 16.746 billion yuan, a year-on-year decrease of 10.96%, and a net profit attributable to shareholders of 1.938 billion yuan, down 15.98% year-on-year. The non-recurring net profit was 1.936 billion yuan, reflecting a 15.81% decline year-on-year [2][6]. - The forecast for net profit attributable to shareholders for 2025-2027 is 4.296 billion, 4.383 billion, and 4.524 billion yuan, respectively, corresponding to current price-to-earnings ratios of 30.53, 29.92, and 28.99 times [2][6]. Revenue Analysis - The sales trend for Hainan offshore duty-free shopping is improving, with a year-on-year sales decrease of 11% in Q1 2025. The number of shoppers decreased by 28% year-on-year, while the average transaction value increased by 23%. The decline in shopper numbers is primarily due to a decrease in conversion rates [6]. - The number of inbound and outbound travelers in Q1 2025 reached 163 million, a 15.3% year-on-year increase, which is expected to drive steady growth in revenue from port stores [6]. Profitability Analysis - The company's gross margin and expense ratio remained stable, with a gross margin decrease of 0.33 percentage points and a period expense ratio decrease of 0.20 percentage points. The net profit margin decreased by 0.67 percentage points [6]. Industry Outlook - The duty-free and travel retail sectors are crucial components of the tourism industry, which is expected to benefit from favorable development prospects and trends. The company is well-positioned to capitalize on new growth opportunities in the duty-free sector [6]. - The tourism industry is a significant part of China's economy and is expected to be a key driver of domestic demand growth, supported by policy initiatives and consumer preferences [6]. Future Growth Strategy - The company aims to achieve steady revenue growth by expanding regional markets, diversifying product offerings, enhancing consumer experiences, and optimizing store operations [6].

Investment Rating - The report assigns a "BUY" rating for the company, indicating a potential upside of 15% to less than 35% from the current price [6][11]. Core Insights - The company reported a revenue of 16.75 billion RMB for Q1 2025, a year-on-year decline of 11%, and a net profit of 1.94 billion RMB, down 16% year-on-year, which was below expectations [7]. - The report highlights a marginal improvement in duty-free sales, particularly in Hainan, with a notable narrowing of sales decline in March 2025 [9]. - The company is expected to optimize its product categories, membership services, and supply chain management, projecting net profits of 5.26 billion RMB, 6 billion RMB, and 6.695 billion RMB for 2025, 2026, and 2027 respectively [9]. Summary by Sections Company Basic Information - The company operates in the retail trade sector, with an H-share price of 51.85 HKD as of May 7, 2025, and a market capitalization of 90.202 billion RMB [2]. - The stock has seen a 12-month high of 78.3 HKD and a low of 39.6 HKD, with a price-to-book ratio of 1.88 [2]. Recent Ratings - The company has had several ratings in the past year, including "BUY" on January 17, 2025, and "TRADING BUY" on October 16, 2024 [3]. Financial Performance - The company’s net profit for 2022 was 5.03 billion RMB, with projections for 2025 at 5.26 billion RMB, reflecting a year-on-year growth of 23.3% [8]. - The earnings per share (EPS) for 2025 is projected to be 2.54 RMB, with a corresponding P/E ratio of 19 [9]. Sales and Market Trends - Duty-free sales in Hainan saw a decline of 11.4% in Q1 2025, but the company anticipates improvements due to government initiatives and adjustments in product offerings [9]. - The report emphasizes the importance of the company's city store openings and their potential to enhance profitability [9].