中青旅控股股份有限公司 2024 年度股东大会会议文件 2025 年 4 月 29 日 | | | | 一、公司 | 2024 | 年度董事会工作报告 - | 1 - | | --- | --- | --- | --- | | 二、公司 | 2024 | 年度监事会工作报告 - | 12 - | | 三、公司 | 2024 | 年度报告及摘要 - | 15 - | | 四、公司 | 2024 | 年度财务决算报告 - | 16 - | | 五、公司 | 2024 | 年度利润分配方案 - | 17 - | | | | 六、公司独立董事年度述职报告 - | 18 - | | 七、公司 | 2025 | 年度担保计划的议案 - | 52 - | | 八、关于预计 | | 2025 年度日常关联交易的议案 - | 54 - | | 九、关于 | 2023 | 年度董事长薪酬的议案 - | 56 - | | 十、关于 | 2023 | 年度公司监事会主席薪酬的议案 - | 57 - | 中青旅 2024 年度股东大会会议文件之一 中青旅控股股份有限公司 2024 年度董事会工作报告 一、董事会日常工作情况 1、董事会 ...

证券代码：600138 证券简称：中青旅 公告编号：2025-013 重要内容提示： 本公司曾于 2025 年 4 月 4 日在中国证券报、上海证券报及上海证券交易所 网站（www.sse.com.cn）披露《中青旅关于召开 2024 年年度股东大会的通知》， 由于本次股东大会将通过上海证券交易所股东大会网络投票系统向所有股东提 供网络形式的投票平台，本公司再次公告 2024 年年度股东大会通知如下： 一、 召开会议的基本情况 (一) 股东大会类型和届次 2024 年年度股东大会 中青旅控股股份有限公司 关于召开 2024 年年度股东大会的通知 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。 股东大会召开日期：2025年4月29日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 (二) 股东大会召集人：董事会 (三) 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 (四) 现场会议召开的日期、时间和地点 召开的日期时间：2025 年 4 月 29 日 14 点 00 分 召开地点 ...

范思远先生在公司担任副总裁（分管财务工作）兼董事会秘书期间勤勉尽责， 公司董事会对范思远先生为公司发展所做出的贡献表示衷心感谢。 特此公告。 中青旅控股股份有限公司董事会 关于公司副总裁兼董事会秘书离任的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 公司董事会近日收到公司董事、副总裁（分管财务工作）兼董事会秘书范思 远先生递交的辞职报告。因工作调动，范思远先生向董事会申请辞去公司副总裁 （分管财务工作）、董事会秘书及在下属子公司的职务。辞去上述职务后，范思 远先生将继续在公司担任董事。 根据《公司法》《公司章程》等相关规定，范思远先生的辞职报告自送达董 事会之日起生效。公司将按照有关规定尽快指定人员代行财务负责人、董事会秘 书职责。在公司董事会指定人员前，由公司董事长倪阳平先生代行相关职责。 证券代码：600138 证券简称：中青旅 编号：临 2025-012 中青旅控股股份有限公司 二〇二五年四月十八日 ...

Core Insights - The report emphasizes the recovery of credit demand in March, indicating a potential stabilization in the economy, although the impact of exports has yet to be fully realized [5] - The report suggests that monetary easing remains essential for sustaining domestic demand, with interest rates expected to trend downward [5] - The semiconductor industry is poised for growth due to stricter origin rules, which may favor domestic chip manufacturers [7] Macroeconomic Overview - In Q1, exports increased by 5.8% year-on-year, with March showing a significant 12.4% rise, attributed to a low base effect and resilient external demand [3] - Imports, however, fell by 7% year-on-year, primarily due to declining commodity prices and weak domestic demand [3] - The overall tariff rate imposed by the U.S. on Chinese goods is approximately 105.6%, which could negatively impact China's exports by 8.5-10.7 percentage points [3] Fixed Income Analysis - The report notes a gradual recovery in the yield curve, with R007 dropping to 1.7%, the lowest since January 10, indicating a more accommodative stance from the central bank [5] - The report highlights that the spread between deposit certificates and funding costs has turned positive, suggesting further declines in deposit rates [5] Industry Insights Textile and Apparel - 361 Degrees reported a strong performance in Q1 2025, with adult apparel sales increasing by 10-15% and e-commerce sales growing by 35-40% [8] - The company is expected to maintain a robust growth trajectory, with projected net profits of 1.31 billion, 1.49 billion, and 1.66 billion yuan for 2025-2027 [8] Healthcare - Kaili Medical's revenue for 2024 was 2.014 billion yuan, down 5.02% year-on-year, with a significant drop in net profit due to industry restructuring and increased competition [9] - The company is focusing on high-end product development, with expectations of revenue growth of 20.7%, 19.6%, and 19.7% for 2025-2027 [10] Social Services - China Youth Travel Service is projected to achieve revenues of 10.6 billion, 11.3 billion, and 12 billion yuan from 2025 to 2027, benefiting from the recovery in outbound tourism [13] Consumer Electronics - Edifier reported a revenue increase of 9.27% year-on-year for 2024, with a focus on brand building and new product investments [14] - The company anticipates revenues of 3.40 billion, 3.96 billion, and 4.63 billion yuan for 2025-2027 [16] Home Appliances - Ninebot's two-wheeler business continues to grow, with a 76.6% increase in sales volume, while its robotics segment saw a 323.5% increase in sales [18] - The company expects net profits of 1.63 billion, 2.24 billion, and 2.89 billion yuan for 2025-2027, driven by growth in both segments [18]

在业务层面，中青旅重视生产经营中的环境治理工作。景区、酒店等板块加强对废气、废水、固体污染 物的排放管理，创新设置退役电池、日光灯管等可循环资源回收站，定期交付主管部门回收处理；旅行 社、旅游客运、整合营销等板块引入清洁能源交通工具，减少污染气体排放。 4月4日，中青旅控股股份有限公司（以下简称"中青旅"）正式发布《2024年环境、社会、治理（ESG） 工作报告》。 2024年，中青旅积极践行ESG可持续发展理念，持续重检和优化重要制度和流程，健全和完善治理机 制，确保企业治理与发展环境、阶段、规模和目标相适应。 中青旅高度重视与投资者、客户、供应商、员工、政府等利益相关方沟通与合作。一方面，通过制定和 执行《信息披露事务管理制度》《投资者关系管理办法》《突发事件总体应急预案》《舆情工作管理办 法》《新闻宣传工作管理办法》等制度，规范与利益相关方沟通与合作的行为，以诚信负责、公平合 规、合作共赢为价值遵循，推动与各利益相关方的可持续发展；另一方面，通过多形式、多渠道、多创 新的方式强化投资者关系管理，促进公司与各利益相关方的深入沟通和长期合作。 2024年，中青旅举办由董事长、总裁、独立董事及董事会秘书参加的 ...

Core Viewpoint - In 2024, the domestic tourism market in China is experiencing steady growth, but many travel companies, including China Youth Travel Service (CYTS), are underperforming due to pressures on employment and insufficient domestic demand [1] Financial Performance - CYTS reported a total revenue of 9.957 billion yuan in 2024, a year-on-year increase of 3.34%, but the net profit attributable to shareholders decreased by 17.29% to 160 million yuan, and the net profit after deducting non-recurring gains and losses fell by 22.31% to 101 million yuan [1][2] - The revenue growth rate significantly slowed from 50.15% in 2023 to 3.34% in 2024, with Q4 revenue at 2.91 billion yuan, showing only a slight increase of 0.3% year-on-year [2] - Operating costs rose by 5.21% to 7.658 billion yuan, with fixed costs such as labor and depreciation accounting for over 60% of total costs, limiting cost-cutting opportunities [2][3] Core Business Challenges - The core scenic areas, Wuzhen and Gubei Water Town, faced a decline in visitor numbers, with Wuzhen receiving 7.4338 million visitors, a slight decrease, and Gubei Water Town's visitors dropping by 14.78% to 1.2984 million [3][4] - Wuzhen's revenue fell by 5.81% to 1.681 billion yuan, while Gubei Water Town's revenue plummeted by 24.46% to 555 million yuan, primarily due to increased competition and changing consumer preferences [3][4] Customer Complaints and Service Issues - CYTS received 297 complaints on the Black Cat Complaints platform in 2024, highlighting issues such as deposit refunds and service disputes, indicating deficiencies in product quality and service capabilities [4] Diversification and Other Business Segments - Nearly 40% of CYTS's revenue came from investment activities, with strategic investments in IT hardware and system integration contributing stable income [5] - The travel agency segment turned profitable with a revenue of approximately 1.949 billion yuan, a year-on-year increase of 58.13%, despite uncertainties in the international environment [6] - CYTS plans to enhance its core business by focusing on quality and efficiency, integrating cultural tourism, and launching new products and services in its scenic areas [6]

Summary of Zhongqing Travel Conference Call Company Overview - **Company**: Zhongqing Travel (中青旅) - **Year**: 2024 Key Points Industry and Business Performance - **Overall Revenue Growth**: Zhongqing Travel reported a 3% year-on-year revenue growth in 2024, primarily driven by the travel agency business [3][4] - **Travel Agency Business**: The recovery of outbound tourism significantly contributed to revenue, with the establishment of overseas visa centers in four countries generating stable cash flow [3][4] - **Strategic Investment**: The strategic investment in Chuangge Technology, which operates as a distributor for computer parts and security equipment, also contributed positively to revenue [3][4] Profitability and Challenges - **Net Profit Decline**: The net profit for 2024 saw a slight decline due to reduced investment income, particularly from Gubei Water Town, which faced decreased tourist traffic [3][6] - **Cost Pressures**: The heavy asset model of Gubei Water Town resulted in high depreciation and energy costs, adding pressure on profitability [6] Tourist Attractions Performance - **Wuzhen Scenic Area**: In 2024, Wuzhen received approximately 4.74 million visitors, maintaining its leading position despite a slight decline in visitor numbers. The area has significant potential for secondary consumption [7][9] - **Government Support**: Increased land compensation from the government contributed several million yuan to net profit [7] New Business Directions - **Cultural Tourism Projects**: Zhongqing Travel has made progress in light asset output in cultural tourism, providing planning and operational services for government projects, which are expected to contribute to future revenue [8][17] - **Gubei Water Town Initiatives**: The town is enhancing its marketing efforts to broaden its national brand influence and attract a wider customer base [11][12] Future Development Plans - **Wuzhen East Zha Renovation**: Plans for small-scale renovations focus on enhancing visitor experience and transforming the area into a leisure destination [13] - **Travel Agency Recovery**: The travel agency business has turned profitable due to effective cost control and the recovery of outbound tourism, with expectations for continued growth in 2025 [15][21] Market and Investment Strategy - **Cautious Investment Approach**: Zhongqing Travel has adopted a cautious investment strategy over the past two years, focusing on high-quality projects with cultural significance [20] - **Consumer Behavior Trends**: The company noted that consumer preferences have shifted towards high-quality and unique travel experiences, which will benefit premium destinations like Wuzhen [21] Conclusion - Zhongqing Travel is navigating a recovery phase with a focus on enhancing its travel agency business, expanding cultural tourism projects, and improving profitability through strategic investments and marketing efforts. The company remains optimistic about future growth, particularly in the outbound tourism sector.

Core Viewpoint - The company reported a revenue of 9.96 billion yuan for 2024, representing a year-on-year growth of 3.34%, while the net profit attributable to shareholders decreased by 17.29% to 160 million yuan due to rising costs and reduced investment income [10][28][34]. Company Overview - The company is positioned as a leading travel service provider in China, focusing on the integration of culture and tourism, and aims to enhance its brand value and market competitiveness through innovative and differentiated products [11][12]. - The company has received several accolades, including "Preferred Cultural Tourism Group" and "Annual Cultural Tourism Listed Group" [7]. Industry Situation - The Chinese cultural tourism industry is experiencing a recovery in 2024, with domestic travel increasing by 14.8% to 5.615 billion trips and total spending rising by 17.1% to 5.75 trillion yuan [4][5]. - Despite the overall growth, some regions and companies are facing challenges such as revenue stagnation or decline due to high base effects from 2023 and insufficient domestic demand [5]. Business Segments Cultural Tourism Destination Management - The company operates key cultural tourism destinations like Wuzhen and Gubei Water Town, focusing on integrating historical culture with tourism to enhance service capabilities and promote destination upgrades [12][13]. - Wuzhen received 7.43 million visitors in 2024, while Gubei Water Town saw a decline in visitors to 1.2984 million [13][15]. Comprehensive Tourism Services - The company’s travel agency business has turned profitable by leveraging innovative and customized travel products, targeting diverse customer preferences [23][24]. - The hotel management segment emphasizes cultural and smart hotel branding, enhancing customer experience through thematic offerings [26]. Strategic Investments - The company’s strategic investment segment has shown stable growth, contributing to overall revenue and profit [27]. Financial Highlights - The proposed profit distribution plan for 2024 includes a cash dividend of 0.70 yuan per share, totaling approximately 50.67 million yuan, which is 31.58% of the net profit attributable to shareholders [3][38][92].

Group 1 - The company has recognized an inventory impairment provision of 74.19 million RMB for the current reporting period, reflecting the difference between the cost of inventory and its net realizable value [1] - The total amount of credit impairment provision required for the year 2024 is 17.56 million RMB, based on reasonable and evidence-based information [1] - The total asset and credit impairment provisions for 2024 will impact the company's consolidated profit by 56.64 million RMB, aligning with accounting standards and accurately reflecting the company's financial status [2] Group 2 - The company has developed an action plan to enhance quality and efficiency, focusing on high-quality development and market opportunities in the tourism industry [4] - Key measures include strengthening the integration of culture and tourism, leveraging technology for business growth, and upgrading business segments to adapt to market changes [5][6] - The company emphasizes shareholder returns by implementing a three-year cash dividend plan, ensuring that at least 30% of the average distributable profit is allocated to dividends [6] Group 3 - The company aims to improve investor communication by enhancing the quality of information disclosure and establishing effective communication channels with investors [7] - The company has a structured governance framework, ensuring compliance with regulations and enhancing the effectiveness of board operations [8][9] - The company is committed to risk management through a robust internal control system, aiming for sustainable and stable development [9]

Core Insights - Company reported a revenue of 9.957 billion yuan in 2024, reflecting a year-on-year growth of 3.34%, but net profit decreased by 17.29% to 160 million yuan, indicating challenges in cost control and investment returns [1][2] - The performance of core attractions, Wuzhen and Gubei Water Town, significantly impacted overall results, with both showing signs of operational weakness [1][2][5] Revenue and Profit Analysis - Revenue growth of 3.34% to 9.957 billion yuan was below market expectations, especially in the context of a recovering tourism industry [2] - Net profit decline of 17.29% to 160 million yuan was attributed to limited cost-cutting opportunities and reduced investment income [2] - The company's non-recurring net profit fell by 22.31% to 101 million yuan, highlighting a further weakening in core business profitability [2] Performance of Core Attractions - Wuzhen received 7.4338 million visitors in 2024, a slight decrease, with revenue of 1.681 billion yuan, down 5.81% [3] - Gubei Water Town saw a more pronounced decline, with 1.2984 million visitors, a drop of 14.78%, and revenue of 555 million yuan, down 24.46% [4] - Both attractions struggled to attract visitors despite efforts in content innovation and marketing, indicating a need for improved visitor experience and resource utilization [3][4] Marketing and Travel Agency Business - Integrated marketing business generated 1.988 billion yuan in revenue, showing a slight decline, while net profit remained stable at 45.1658 million yuan [5] - Travel agency operations turned profitable due to product innovation and targeted market segmentation, although international uncertainties and slow supply chain recovery posed challenges [5] - The company needs to enhance customized travel offerings and explore emerging markets to adapt to competitive pressures and changing market demands [5]