南京商贸旅游股份有限公司（以下简称南京商旅或公司、上市公司）于 2025 年 7 月 7 日、2025 年 10 月 1 日披露了《关于控股股东拟进行改革重组的提示性 公告》《关于控股股东重组的进展公告》（2025-044、059 号）。 为推动南京市属国企战略性重组和专业化整合，依据中共南京市委办公厅、 南京市人民政府办公厅印发的《南京文旅集团重组整合专项方案》，公司实际控 制人南京市国资委以其持有的南京市文化投资控股集团有限责任公司 100%股权 和南京体育产业集团有限责任公司 100%股权对公司控股股东南京旅游集团有限 责任公司（控股股东重组前名称，以下简称旅游集团）进行增资，落实国有资本 权益，组建南京文旅集团有限责任公司（控股股东重组后名称，以下简称文旅集 团）。 证券代码：600250 证券简称：南京商旅 公告编号：2025-062 南京商贸旅游股份有限公司 关于控股股东重组完成的公告 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 担法律责任。 一、控股股东重组进展情况 2025 年 11 月 19 日，南京市国资委下发《关 ...

本次控股股东重组不涉及上市公司主营业务变更，除了公司正在推进的发行股份及支付现金购买旅游集 团持有的南京黄埔大酒店有限公司100%股权事项以外，控股股东目前无其他与上市公司有关的资产注 入计划。 本次控股股东重组前，南京商旅实际控制人为南京市国资委，控股股东为旅游集团。城建集团持有旅游 集团60%股权，为南京商旅的间接控股股东。本次控股股东重组完成后，南京市国资委直接持有新的文 旅集团42%股权，城建集团对文旅集团持股比例从60%被动稀释到35%，不再是南京商旅间接控股股 东。南京商旅实际控制人和控股股东不变。 本次控股股东重组导致公司控股股东的股权结构发生变更，公司不再有间接控股股东，公司实际控制 人、控股股东及其在南京商旅中拥有权益的股份比例未发生变化。 格隆汇11月20日丨南京商旅(600250.SH)公布，2025年11月19日，南京市国资委下发《关于核定南京文 旅集团有限责任公司资本金的批复》（宁国资委产[2025]126号），核定重组后的文旅集团注册资本100 亿元，其中：南京市国资委占比42%，南京市城市建设投资控股（集团）有限责任公司（以下简称城建 集团）占比35%，南京市国有资产投资管理控股 ...

Market Overview - The trade sector experienced a decline of 0.69% on November 20, with Nanjing Merchants Travel leading the drop [1] - The Shanghai Composite Index closed at 3931.05, down 0.4%, while the Shenzhen Component Index closed at 12980.82, down 0.76% [1] Stock Performance - Nanjing Merchants Travel (600250) saw a significant drop of 6.84%, closing at 10.48 with a trading volume of 245,200 shares and a turnover of 260 million yuan [2] - Other notable declines included Yimeng Huihong (600981) down 2.01% and Chimeida (600710) down 1.22% [2] - In contrast, Oriental Chuangye (600278) and CITIC Metal (601061) showed slight increases of 0.75% and 0.71% respectively [1][2] Capital Flow Analysis - The trade sector experienced a net outflow of 47.96 million yuan from institutional investors, while retail investors saw a net inflow of 54.89 million yuan [2] - The capital flow data indicates that CITIC Metal had a net inflow of 21.34 million yuan from institutional investors, while Nanjing Merchants Travel had a significant outflow of 27.31 million yuan [3] Individual Stock Capital Flow - CITIC Metal (601061) had a net institutional inflow of 21.34 million yuan, representing 4.42% of its total capital [3] - Nanjing Merchants Travel (600250) faced a net outflow of 27.31 million yuan from institutional investors, indicating a negative sentiment towards the stock [3] - Retail investors showed a positive net inflow in several stocks, including Jiangsu Guotai (002091) with 11.18 million yuan [3]

Group 1 - The tourism sector experienced a collective decline on November 20, with several companies showing significant drops in stock prices [1] - Yingxin Development fell over 8%, while Nanjing Commercial Travel and Yunnan Tourism dropped by 7% and 6% respectively [1] - Other companies such as Sanfu Outdoor, Tianfu Cultural Tourism, and others also saw declines exceeding 2% [1]

Core Insights - The A-share market saw a collective decline in tourism stocks, with notable drops in companies such as Yingxin Development, Nanjing Business Travel, and Yunnan Tourism [1] Group 1: Stock Performance - Yingxin Development experienced a decline of 8.06%, with a total market value of 19.4 billion [2] - Nanjing Business Travel fell by 7.02%, with a market capitalization of 3.249 billion [2] - Yunnan Tourism decreased by 6.09%, with a market value of 5.933 billion [2] - Sanfu Outdoor dropped over 4.26%, with a market capitalization of 2.375 billion [2] - Other companies such as Tianfu Cultural Tourism, Sanxia Tourism, Qujiang Cultural Tourism, and Xiyu Tourism also saw declines exceeding 2% [1][2] Group 2: Year-to-Date Performance - Despite the recent declines, Yingxin Development has a year-to-date increase of 51.14% [2] - Nanjing Business Travel has risen by 13.57% year-to-date [2] - Tianfu Cultural Tourism shows a significant year-to-date increase of 62.76% [2] - Xizang Tourism has a year-to-date increase of 60.35% [2]

Group 1 - Nanjing Commercial Travel's stock price dropped by 5.07% to 10.68 CNY per share, with a trading volume of 96.52 million CNY and a turnover rate of 2.87%, resulting in a total market capitalization of 3.317 billion CNY [1] - The company, established on June 30, 1992, and listed on March 6, 2001, operates in trade and tourism, with revenue composition as follows: tourism services 37.96%, import and export trade 31.70%, lighting sales 13.35%, domestic trade 8.93%, other (supplementary) 4.96%, and retail department stores 3.09% [1] Group 2 - Among the top ten circulating shareholders of Nanjing Commercial Travel, Huaxia Fund's Huaxia CSI Tourism Theme ETF (562510) entered the list in the third quarter, holding 705,600 shares, which is 0.23% of the circulating shares, with an estimated floating loss of approximately 402,200 CNY [2] - The Huaxia CSI Tourism Theme ETF (562510) was established on December 21, 2021, with a current scale of 1.097 billion CNY, yielding 10.63% this year, ranking 3516 out of 4208 in its category, and 9.86% over the past year, ranking 3259 out of 3971, with a cumulative loss of 21.33% since inception [2] Group 3 - The fund manager of Huaxia CSI Tourism Theme ETF (562510) is Yan Xiaoxian, who has been in the position for 4 years and 179 days, managing total fund assets of 9.874 billion CNY, with the best fund return during the tenure being 39.44% and the worst being -50.57% [3]

Group 1 - The tourism sector experienced a sharp decline in early trading, with companies such as Yunnan Tourism and Nanjing Commercial Travel dropping nearly 5% [1] - Other companies in the sector, including Tianfu Cultural Tourism, Jinling Hotel, and Xiangyuan Cultural Tourism, also saw declines following the initial drop [1]

Market Overview - The trade sector experienced a decline of 1.35% on November 19, with Kairde leading the drop [1] - The Shanghai Composite Index closed at 3946.74, up 0.18%, while the Shenzhen Component Index closed at 13080.09, unchanged [1] Stock Performance - Notable gainers included Nanjing Shanglv, which rose by 3.12% to a closing price of 11.25, with a trading volume of 270,500 shares and a turnover of 302 million yuan [1] - Kairde saw a significant drop of 7.87%, closing at 7.37, with a trading volume of 103,800 shares and a turnover of 78.64 million yuan [2] Capital Flow - The trade sector saw a net outflow of 59.65 million yuan from institutional investors, while retail investors contributed a net inflow of 68.81 million yuan [2][3] - The capital flow data indicates that Nanjing Shanglv had a net inflow of 50.52 million yuan from institutional investors, while retail investors had a net outflow of 62.06 million yuan [3]

Group 1 - The tourism and hotel sector experienced a strong rebound in the afternoon, with Yunnan Tourism hitting the daily limit up, indicating significant investor interest [1] - Changbai Mountain and *ST Yunwang saw increases of over 4%, reflecting positive market sentiment towards these companies [1] - Other companies such as Qujiang Cultural Tourism, Nanjing Commercial Travel, Quanjude, and Tianfu Cultural Tourism also experienced gains, suggesting a broader recovery in the sector [1]

Market Overview - The trade sector experienced a decline of 2.25% on November 18, with Jiangsu Guotai leading the drop [1] - The Shanghai Composite Index closed at 3939.81, down 0.81%, while the Shenzhen Component Index closed at 13080.49, down 0.92% [1] Stock Performance - Jiangsu Guotai (002091) saw a significant drop of 4.11%, closing at 9.81, with a trading volume of 635,500 shares and a turnover of 632 million yuan [2] - Other notable declines included Wukuang Development (600058) down 3.77% and CITIC Metals (601061) down 3.26% [2] - The trading volume and turnover for various stocks in the trade sector were detailed, indicating varied performance among individual stocks [1][2] Capital Flow - The trade sector experienced a net outflow of 476 million yuan from main funds, while retail investors saw a net inflow of 429 million yuan [2] - The table of capital flow indicated that major funds were predominantly withdrawing from stocks like Wukuang Development and Jiangsu Guotai, while retail investors were more active in stocks like Jiangsu Guotai and Oriental Entrepreneurship [3] Individual Stock Analysis - Su Meida (600710) had a net inflow of 24.27 million yuan from main funds, while Jiangsu Guotai had a significant outflow of 5.82 million yuan [3] - The analysis of individual stocks showed a mixed response from different types of investors, with retail investors showing a preference for certain stocks despite overall sector declines [3]