在 2024 年度任职期间内，公司独立董事葛明先生、王瑛女士、王强先生忠 实履职、勤勉尽责，在董事会中充分发挥了参与决策、监督制衡、专业咨询的作 用，积极维护公司的整体利益，保护中小投资者的合法权益，不存在影响独立性 的情况，符合《上市公司独立董事管理办法》《上海证券交易所上市公司自律监 管指引第 1 号——规范运作》《香港联合交易所有限公司证券上市规则》等有关 规定中独立董事独立性的相关要求，不存在影响其独立性的情形。 中国旅游集团中免股份有限公司董事会 关于对在任独立董事独立性自查情况的专项意见 根据中国证券监督管理委员会《上市公司独立董事管理办法》《上海证券交 易所上市公司自律监管指引第 1 号——规范运作》《香港联合交易所有限公司证 券上市规则》等有关规定，中国旅游集团中免股份有限公司（以下简称"公司"） 董事会对照独立性规定逐项核查了公司在任独立董事葛明先生、王瑛女士、王强 先生的独立性，并结合其任职经历及签署的独立性自查文件，出具专项意见如下： 董 事 会 2025 年 3 月 28 日 中国旅游集团中免股份有限公司 ...

中国旅游集团中免股份有限公司 关于对会计师事务所 2024 年度履职情况的评估报告 及审计与风险管理委员会履行监督职责情况报告 根据《公司法》《证券法》《国有企业、上市公司选聘会计师事务所管理 办法》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等相关规 定，中国旅游集团中免股份有限公司（以下简称"公司"）董事会审计与风险管理 委员会本着勤勉尽责的原则，恪尽职守，认真履职。现将对会计师事务所 2024 年度履职情况的评估报告及审计与风险管理委员会履行监督职责情况的报告汇 报如下： 一、2024 年度会计师事务所基本情况 计与风险管理委员会第四次会议、第五届董事会第九次会议及 2023 年年度股东 大会，审议通过了《关于续聘 2024 年度财务报告审计机构的议案》及《关于续 聘 2024 年度内部控制审计机构的议案》，同意续聘安永华明为公司 2024 年度境 内财务报告及内部控制审计机构，续聘安永香港为公司 2024 年度境外财务报告 审计机构，聘期一年。 （一）境内会计师事务所基本情况 安永华明会计师事务所（特殊普通合伙）（以下简称"安永华明"）于 1992 年 9 月成立，2012 年 8 月 ...

Financial Performance - In 2024, the company's operating revenue was approximately ¥56.47 billion, a decrease of 16.38% compared to ¥67.54 billion in 2023[24]. - The net profit attributable to shareholders in 2024 was approximately ¥4.27 billion, down 36.44% from ¥6.71 billion in 2023[24]. - The net cash flow from operating activities in 2024 was approximately ¥7.94 billion, a decline of 47.51% compared to ¥15.13 billion in 2023[24]. - The basic earnings per share for 2024 was ¥2.0625, a decrease of 36.44% from ¥3.2451 in 2023[25]. - The weighted average return on equity for 2024 was 7.88%, down 5.24 percentage points from 13.12% in 2023[25]. - The total assets at the end of 2024 were approximately ¥76.26 billion, a decrease of 3.31% from ¥78.87 billion at the end of 2023[24]. - The company reported a significant decline in net profit due to various market challenges and uncertainties[24]. Dividend Distribution - The company plans to distribute a cash dividend of RMB 10.5 per 10 shares, totaling RMB 2,172.30 million, which accounts for 50.91% of the net profit attributable to shareholders for 2024[6]. - The cash dividend amount for the most recent accounting year was RMB 217,230.20 million, which is 50.91% of the net profit attributable to ordinary shareholders[137]. - The cumulative cash dividend over the last three accounting years amounts to RMB 724,100.67 million, with a cash dividend ratio of 135.67% based on the average annual net profit of RMB 533,706.00 million[139]. Market Expansion and Business Development - The company has introduced over 200 international and domestic well-known brands, launching 19 exclusive and globally limited product series with over 500 items[14]. - The company has successfully secured the operating rights for 10 airport and port duty-free projects, leading to significant sales growth in domestic duty-free stores[15]. - The company has expanded its overseas business, opening duty-free stores at Singapore Changi Airport, Hong Kong International Airport, and a jewelry brand duty-free counter in Tokyo Ginza[15]. - The company achieved a market share increase of nearly 2 percentage points in the Hainan duty-free market compared to the previous year[39]. - The company has established over 200 duty-free stores across more than 30 provinces and regions, making it the largest duty-free operator in a single country[55]. Digital Transformation and Innovation - The company has implemented a digital transformation strategy, advancing the construction of a digital procurement platform and a supply chain fulfillment platform[15]. - The company is enhancing its digital infrastructure to support refined management and operations, integrating data management systems[44]. - The company plans to enhance its online business by improving platform functionality and data analysis capabilities to boost operational efficiency[92]. - The company plans to enhance its digital marketing efforts, with a budget increase of 50% to drive user engagement[109]. Governance and Compliance - The company has established a comprehensive governance system based on the Company Law and the Guidelines for Corporate Governance of Listed Companies[102]. - The company received multiple governance awards, including "Best Practice Case of the Board of Directors" from the China Listed Companies Association and "Best Board" from Institutional Investor[103]. - The company has committed to maintaining independence from its controlling shareholder in terms of assets, personnel, finance, and operations, with a promise to not misuse its position[104]. - The company has not experienced significant changes in competition from its controlling shareholder's other businesses, maintaining operational independence[104]. Environmental and Social Responsibility - The company invested 1.1172 million yuan in environmental protection during the reporting period, focusing on energy-saving renovations and waste treatment in Sanya and Haikou international duty-free cities[148]. - The company has achieved ISO 14001 environmental management system certification for its subsidiary, enhancing standardized environmental practices across its operations[150]. - The company is actively promoting green consumption and has launched an environmental protection initiative in Haikou International Duty-Free City, encouraging the purchase of products made from renewable materials[155]. - Total investment in poverty alleviation and rural revitalization projects amounted to CNY 13.88 million, with CNY 13.87 million from funds and CNY 0.012 million from material donations[158]. Strategic Outlook - The company aims to enhance its core capabilities and achieve high-quality development by focusing on market insights and strategic restructuring[16]. - The company is committed to building a globally competitive tourism retail operation by 2025[16]. - The company anticipates optimistic growth in the tourism economy by 2025, with key indicators expected to reach historical highs[86]. - The company is focusing on integrating duty-free operations with cultural tourism to stimulate market growth[50].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因依 賴該等內容而引致的任何損失承擔任何責任。 China Tourism Group Duty Free Corporation Limited 中國•北京 2025年3月18日 中國旅遊集團中免股份有限公司 （一家於中華人民共和國註冊成立的股份有限公司） （股份代號：1880） 董事會會議召開日期 中國旅遊集團中免股份有限公司（「本公司」）董事會（「董事會」）宣佈，將於2025 年3月28日（星期五）舉行董事會會議，藉以（其中包括）審議及批准本公司及其附 屬公司截至2024年12月31日止年度的經審計年度業績及其刊發，以及考慮建議派 發末期股息及其他議題。 承董事會命 中國旅遊集團中免股份有限公司 董事會主席 范雲軍先生 於本公告日期，董事會成員包括非執行董事范雲軍先生及劉昆女士，執行董事常 築軍先生、王月浩先生及王軒先生及獨立非執行董事葛明先生、王瑛女士及王強 先生。 ...

FF301 致：香港交易及結算所有限公司 公司名稱: 中國旅遊集團中免股份有限公司 呈交日期: 2025年3月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | H | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01880 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 116,383,500 | RMB | | 1 RMB | | 116,383,500 | | 增加 / 減少 (-) | | | 0 | | | RMB | | | | 本月底結存 | | | 116,383,500 | RMB | | 1 RMB | | 116,383,500 | | 2. 股份分類 | 普通股 | 股份類別 | A | | 於香港聯交所上市 (註1) | | 否 | | | --- | --- | --- | --- | --- | --- ...

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年1月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中國旅遊集團中免股份有限公司 呈交日期: 2025年2月6日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | H | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01880 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 116,383,500 | RMB | | 1 RMB | | 116,383,500 | | 增加 / 減少 (-) | | | | 0 | | RMB | | | | 本月底結存 | | | 116,383,500 | RMB | | 1 RMB | | 116,383,500 | | 2. 股份分類 | 普通股 | 股份類別 | A ...

Investment Rating - The investment rating for the company is "Outperform the Market" [6] Core Insights - The company's performance is under pressure due to short-term challenges in Hainan's duty-free business, but the recent winning of six city store bids is expected to drive medium-term growth [1][4] - The company reported a 16% decline in revenue for 2024, with expected revenue of 56.49 billion yuan and a 36% drop in net profit to 4.26 billion yuan [1][7] - The fourth quarter of 2024 showed a revenue decline of 19.35% compared to the previous quarter, with net profit down 77.20% [1][7] Summary by Sections Financial Performance - The company anticipates a revenue of 56.49 billion yuan for 2024, reflecting a 16.36% decrease, and a net profit of 4.26 billion yuan, down 36.50% [1][7] - In Q4 2024, revenue is expected to be 13.47 billion yuan, a decline of 19.35%, while net profit is projected at 344 million yuan, down 77.20% [1][7] Market Dynamics - Hainan's duty-free sales are under pressure, with a reported sales figure of 30.94 billion yuan, down 29% year-on-year, despite a 3% increase in passenger traffic [2][8] - The company has increased its market share in Hainan by 2 percentage points through product adjustments and brand diversification, although profit margins have been affected by rising operational costs [2][8] Future Outlook - The company is well-positioned to benefit from new city duty-free store policies, having won bids in six major cities, which could enhance its market presence [3][10] - The ongoing recovery of international passenger traffic is expected to contribute positively to revenue growth in airport duty-free stores, with significant increases reported in Beijing and Shanghai [2][9] Valuation and Profit Forecast - The profit forecasts for 2024-2026 have been revised down to 4.26 billion yuan, 4.96 billion yuan, and 6.15 billion yuan respectively, with corresponding PE ratios of 30, 26, and 21 [4][10] - The company's valuation is under pressure due to uncertainties in consumer trends and the competitive landscape in Hainan, but its leading position in the global duty-free market provides a strong foundation [4][10]

Investment Rating - The report maintains a "Buy" rating for the company [6]. Core Views - In 2024, the company reported a revenue of 56.492 billion yuan, a year-on-year decrease of 16.36%. The net profit attributable to shareholders was 4.263 billion yuan, down 36.50% year-on-year. The adjusted net profit was 4.145 billion yuan, a decline of 37.68% year-on-year. In Q4 alone, revenue was 13.5 billion yuan, down 19% year-on-year, and net profit was 340 million yuan, down 77% year-on-year [2][4]. - The company is expected to reach a bottom in performance in 2024, with the upcoming closure of Hainan's borders potentially impacting market sentiment. However, the long-term outlook remains positive due to the company's core competitive advantages in scale, brand, and operational management. A recovery in the economic environment and consumer demand is anticipated to lead to a performance turnaround [2][4]. - Projected net profits for 2025 and 2026 are estimated at 5 billion yuan and 5.8 billion yuan, respectively, with corresponding price-to-earnings ratios of 25x and 22x [2][4]. Summary by Sections Financial Performance - For the full year of 2024, the company reported total revenue of 56.492 billion yuan, a decrease of 16.36% compared to the previous year. The net profit attributable to shareholders was 4.263 billion yuan, down 36.50% year-on-year, while the adjusted net profit was 4.145 billion yuan, reflecting a 37.68% decline [2][4]. - In Q4 2024, the company generated revenue of 13.5 billion yuan, a 19% decrease year-on-year, and a net profit of 340 million yuan, which is a 77% decline year-on-year [2][4]. Market Dynamics - The Hainan duty-free market faced challenges, with total sales of 30.94 billion yuan in 2024, down 29% year-on-year. The average transaction value decreased by 16% to 5,444 yuan, and the number of shoppers fell by 16% to 5.683 million [2][4]. - Despite the demand pressure, the company managed to increase its market share by nearly 2 percentage points [2][4]. Strategic Developments - The company has successfully bid for six new city duty-free stores, enhancing its "duty-free + taxable" and "imported + domestic" retail model. Following recent policy changes, the company is actively participating in the bidding for city duty-free store operating rights [2][4]. - The product matrix has been enriched, with over 40% of the brands introduced being domestic, which has positively impacted sales and consumer recognition of domestic brands [2][4].

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Insights - The company reported a decline in performance for 2024, with total revenue expected to be 56.49 billion yuan, a decrease of 16.36% year-on-year, and a net profit attributable to shareholders of 4.26 billion yuan, down 36.5% year-on-year [7] - Despite the challenges, the company has increased its market share in the Hainan duty-free market by nearly 2 percentage points year-on-year [7] - The company is expanding its city duty-free store projects, having successfully bid for six new stores in major cities, bringing the total to 13 [7] - The company anticipates a recovery in profits in 2025 and 2026, with projected net profits of 5.60 billion yuan and 6.76 billion yuan respectively [7] Financial Data and Profit Forecast - Total revenue for 2023 was 67.54 billion yuan, with a projected revenue of 67.57 billion yuan for 2025 and 80.57 billion yuan for 2026 [5][9] - The net profit for 2023 was 6.71 billion yuan, with forecasts of 4.28 billion yuan for 2024, 5.60 billion yuan for 2025, and 6.76 billion yuan for 2026 [5][9] - The company's gross margin is expected to stabilize around 30% from 2024 onwards [5] - The projected price-to-earnings ratio (PE) for 2025 and 2026 is 23 and 19 respectively [7]

Investment Rating - The report maintains a "Recommend" rating for China Tourism Group Duty Free Corporation (601888 SH) [3] Core Views - The company's performance continues to face pressure due to slowing consumer demand and industry cycles [5] - Revenue is significantly impacted by fluctuations in luxury consumption demand among domestic high-end consumers [5] - The decline in revenue is mainly driven by weak consumption demand in the Hainan offshore duty-free market, partially offset by recovery in domestic airport channel sales [5] - The company is actively expanding its city duty-free store projects and accelerating overseas business expansion [5] - Despite short-term challenges, the company remains a leader in the domestic duty-free industry with a clear competitive advantage [5] Financial Performance - 2024 revenue is expected to be 56492 16 million yuan, a year-on-year decrease of 16 36% [2] - 2024 net profit attributable to the parent company is forecasted at 4262 90 million yuan, a year-on-year decrease of 36 50% [2] - 2024 EPS is projected at 2 06 yuan, with a PE ratio of 29 90 [2] - 2024-2026 net profit forecasts are 42 6 billion, 51 3 billion, and 67 2 billion yuan respectively [5] - 2024-2026 PE ratios are expected to be 30X, 25X, and 19X respectively [5] Business Operations - The company has won bids for city duty-free store projects in Shenzhen, Guangzhou, Xi'an, and Fuzhou, totaling 9 city duty-free stores [5] - Overseas expansion includes new stores at Singapore Changi Airport, Hong Kong International Airport, Tokyo Ginza, and Sri Lanka [5] - Beijing and Shanghai airport duty-free store revenues increased by 115% and 32% respectively in 2024 [5] - The company's market share in Hainan increased by 2 percentage points, outperforming the overall industry decline [5] Financial Ratios - 2024 gross margin is expected to be 31 00%, slightly lower than 2023's 31 82% [2] - 2024 net profit margin is forecasted at 7 55%, down from 2023's 9 94% [7] - 2024 ROE is projected at 7 80%, compared to 2023's 12 47% [7] - 2024 asset-liability ratio is expected to be 22 72%, lower than 2023's 24 96% [7] - 2024 current ratio is forecasted at 4 40, an improvement from 2023's 3 81 [7]