证券代码：600250 证券简称：南京商旅 公告编号：2025-041 南京商贸旅游股份有限公司 关于为子公司提供担保的进展公告 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： 一、担保情况概述 1、本次担保基本情况 2025 年 6 月，为满足子公司日常经营需要，南京商贸旅游股份有限公司（以 下简称南京商旅或公司）发生一笔为全资子公司提供担保事项。公司与中国民生 银行股份有限公司南京分行签署《最高额保证合同》，为全资子公司南京南纺进 出口有限公司（以下简称南京南纺）与该银行签署的《综合授信合同》项下最高 授信额度 3,000 万元提供连带责任保证。 2、担保事项履行的内部决策程序 1 被担保方名称：南京南纺进出口有限公司 是否为上市公司关联人：否，系公司全资子公司 本次担保金额及已实际为其提供的担保余额：本次担保金额 3,000 万元（担 保最高债权本金额），已实际为该子公司提供的担保余额为 4,894.34 万元。 本次担保是否有反担保：否 对外担保逾期的累计数量：无 公司分别于 2024 年 12 月 ...

Group 1 - The tourism and hotel sector experienced a significant rally, with Tianmu Lake (603136) hitting the daily limit up [1] - Nanjing Commercial Travel (600250) saw an increase of over 6% [1] - Other notable gainers included Junting Hotel (301073), Huangshan Tourism (600054), and Qujiang Cultural Tourism (600706), which had prominent increases [1]

Company Overview - Nanjing Huangpu Grand Hotel Co., Ltd. was established on September 12, 2002, with a registered capital of RMB 13.848759 million [1] - The company operates in the accommodation and catering industry, providing lodging services, dining services, and other supporting services [1] Financial Reporting Basis - The financial statements are prepared based on the going concern assumption and in accordance with the accounting standards issued by the Ministry of Finance [2] - The accounting records are maintained on an accrual basis, with historical cost as the measurement basis, except for certain financial instruments [2] Important Accounting Policies - The financial statements reflect the company's financial position as of March 31, 2025, December 31, 2024, and December 31, 2023 [2] - The company uses a 12-month operating cycle for classifying assets and liabilities [3] Business Combinations - Business combinations are classified into those under common control and those not under common control [3][4] - For combinations under common control, assets and liabilities are measured at their book values on the merger date [3] - For combinations not under common control, the acquisition cost includes the fair value of assets transferred, liabilities assumed, and equity securities issued [4][5] Consolidated Financial Statements - The scope of consolidation is determined based on control, which includes having the power to govern financial and operating policies [6] - The financial statements of subsidiaries are adjusted to align with the company's accounting policies and periods [7] Financial Instruments - Financial assets are classified based on the business model and cash flow characteristics, including those measured at amortized cost and those measured at fair value [11][12] - The company recognizes impairment losses based on expected credit losses for financial assets [19][20] Inventory and Costing - Inventory includes raw materials and finished goods, valued using the first-in, first-out method [23] - The company assesses the net realizable value of inventory and recognizes impairment when necessary [24] Long-term Equity Investments - Long-term equity investments are accounted for using the equity method for investments where the company has significant influence or joint control [26][27] - The initial investment cost is determined based on the fair value of identifiable net assets at the acquisition date [25][26]

Core Viewpoint - Nanjing Merchants Tourism Co., Ltd. plans to issue shares and pay cash to acquire 100% equity of Nanjing Huangpu Hotel Co., Ltd., with an asset valuation report assessing the total equity value of the hotel shareholders as of March 31, 2025 [1][4][15]. Group 1: Company Overview - Nanjing Merchants Tourism Co., Ltd. is a publicly listed company with a unified social credit code of 913201001349674289, located at 18 Xiaoxinqiao East Street, Qinhuai District, Nanjing [5]. - Nanjing Tourism Group Co., Ltd. is a limited liability company with a unified social credit code of 913201002496849460, located at 82 Taiping North Road, Xuanwu District, Nanjing [5]. - Nanjing Huangpu Hotel Co., Ltd. was established on September 12, 2002, with a registered capital of 13.848759 million RMB, and is located at 2 Huangpu Road, Xuanwu District, Nanjing [8][9]. Group 2: Transaction Details - The transaction involves Nanjing Merchants Tourism Co., Ltd. issuing shares and paying cash to acquire 100% equity of Nanjing Huangpu Hotel Co., Ltd. [4][15]. - The asset valuation report was prepared by Beifang Yashi Asset Appraisal Co., Ltd., using the asset-based and income approaches to assess the market value of the hotel shareholders' equity [4][15]. - The valuation report is valid until April 29, 2025, and aims to provide a reference for the economic behavior of the acquisition [15]. Group 3: Financial Performance - As of March 31, 2025, Nanjing Huangpu Hotel Co., Ltd. has total assets of 125.27 million RMB and total liabilities of 45.75 million RMB, resulting in a net asset value of 79.51 million RMB [15][17]. - The hotel reported operating revenues of 6.74 million RMB for the year 2023, with a net profit of 0.82 million RMB [10][17]. - The financial performance indicates a stable revenue stream, with a slight increase in net profit compared to previous years [10][17].

Core Viewpoint - The company has adjusted its asset acquisition plan, which does not constitute a major adjustment to the restructuring plan [1][3]. Group 1: Transaction Details - The company plans to acquire 100% equity of Nanjing Huangpu Hotel Co., Ltd. and 49% equity of Nanjing South Business Operation Management Co., Ltd. through a combination of issuing shares and cash payment [1]. - The adjusted transaction price is set at 199.87 million yuan, down from the previous 221.58 million yuan, reflecting a decrease of 10.25% [2][3]. - The amount of funds to be raised in conjunction with the transaction has been reduced from 80 million yuan to 39.83 million yuan, with specific allocations for transaction costs and working capital [2][3]. Group 2: Regulatory Compliance - The adjustments made to the restructuring plan do not constitute a major adjustment as per the relevant regulations, since the reduction in transaction price and fundraising does not exceed the stipulated thresholds [3][4]. - The independent financial advisor has confirmed that the adjustments comply with the regulations governing major asset restructuring [4]. Group 3: Decision-Making Process - The related proposals for the transaction adjustments have been reviewed and approved by the company's independent directors, who provided their consent [3][4].

Company Overview - Nanjing Commercial Trade and Tourism Co., Ltd. was formerly known as Nanjing Textile Import and Export Co., Ltd. and changed its name on November 17, 2023 [2] - The company is registered in Nanjing, Jiangsu Province, and operates as a joint-stock company with its headquarters located at 18 Xiaoxinqiao East Street, Qinhuai District, Nanjing [2] - The company was approved by the China Securities Regulatory Commission to publicly issue 55 million shares at a price of 8.12 RMB per share on February 5, 2001, and was listed on the Shanghai Stock Exchange on March 6, 2001, with stock code 600250 [2] Business Activities - The company operates in the business services sector, primarily engaging in textile import and export, sales of various products including electronics and chemicals, labor cooperation, hotel management, tourism services, and cultural activities [3] Financial Report Approval - The financial report was approved by the company's board of directors on June 24, 2025 [4] Major Asset Restructuring - The company plans to acquire 100% equity of Nanjing Huangpu Hotel Co., Ltd. from Nanjing Tourism Group through a combination of issuing shares and cash payment, with a total transaction value of 198.8736 million RMB [4][5] - The cash payment portion of the transaction is 29.831 million RMB, while the remaining amount will be settled through the issuance of shares [5] - The share issuance will be conducted privately, with the final issuance price set at 6.92 RMB per share, which is not less than 80% of the average trading price over the previous 120 trading days [5] Asset Details - Nanjing Huangpu Hotel Co., Ltd. has a registered capital of 13.84875 million RMB and is located at 2 Huangpu Road, Xuanwu District, Nanjing [6] - The hotel was established in September 2002 with an initial registered capital of 10 million RMB, with major shareholders including Nanjing Steel Group and Nanjing Xuanwu District State-owned Assets Management Center [7] Financial Performance - As of December 31, 2020, the hotel's book net assets were -15.9125 million RMB, while its market value was assessed at 259.824 million RMB, reflecting an increase rate of 1732.83% [9] - The hotel’s net asset book value as of October 31, 2023, was 103.3446 million RMB, with an assessed value of 303.362 million RMB, indicating an increase rate of 193.54% [9]

Core Viewpoint - The document outlines the legal opinions regarding Nanjing Commercial Tourism Co., Ltd.'s issuance of shares and cash payment for asset acquisition, along with the fundraising for related transactions, emphasizing compliance with relevant laws and regulations [2][5][16]. Transaction Overview - The overall transaction consists of two parts: acquiring 100% equity of Huangpu Hotel for a transaction price of 198.8736 million yuan and raising matching funds through share issuance [7][8]. - The original assessed value of Huangpu Hotel was 221.5854 million yuan, which was adjusted to 198.8736 million yuan due to market changes [7][8]. - The payment for the acquisition will be made through a combination of issuing A-shares and cash [8]. Fundraising Details - The total amount for the fundraising has been adjusted from a maximum of 80 million yuan to 39.831 million yuan, with the funds intended for cash payment, intermediary fees, and related taxes [14][15]. - The fundraising is contingent upon the successful implementation of the asset acquisition [14]. Legal Compliance - The transaction does not constitute a major asset restructuring as per the relevant regulations, and it is classified as an issuance of shares for asset acquisition [16]. - The transaction is deemed a related party transaction since the counterparty is the controlling shareholder, Tourism Group [16]. Asset Information - The target asset is 100% equity of Huangpu Hotel, which has a registered capital of 13.848759 million yuan and operates under various licenses [20][21]. - Huangpu Hotel's equity structure remains unchanged, with Tourism Group as the controlling shareholder [20][21]. Financial Metrics - As of the latest financial data, Huangpu Hotel's total assets amount to 129.7046 million yuan, with a net asset value of 78.3091 million yuan and operating income of 67.9571 million yuan [16].

| 证券代码：600250 证券简称：南京商旅 | | 公告编号：2025-038 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 南京商贸旅游股份有限公司 | | | | | | | | | | | | | 关于控股股东及其一致行动人权益变动触及 1%刻度 | | | | | | | | | | | | | 的提示性公告 | | | | | | | | | | | | | 公司控股股东南京旅游集团有限责任公司及其一致行动人南京商厦股 | | | | | | | | | | | | | 份有限公司保证向本公司提供的信息真实、准确、完整，没有虚假记载、 | | | | | | | | | | | | | 误导性陈述或重大遗漏。 | | | | | | | | | | | | | 本公司董事会及全体董事保证公告内容与信息披露义务人提供的信息 | | | | | | | | | | | | | 一致。 | | | | | | | | | | | | | 重要内容提示： | ...

南京商贸旅游股份有限公司 第十一届十一次董事会决议公告 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。 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）第十一 届十一次董事会于 2025 年 6 月 24 日在公司三楼会议室召开。会议应出席董事 9 人，实际出席董事 9 人，董事方红渊女士、独立董事黄震方先生、赵恒志先生因 公未能参加现场会议，以通讯方式参与表决。公司监事和高级管理人员列席了本 次会议。 本次会议由董事长沈颖女士主持召开。会议的召集、召开、审议、表决程序 符合有关法律、法规、规章及《公司章程》的规定，所作决议合法有效。 第十一届十一次董事会会议发出表决票 9 份，回收表决票 9 份，审议并通过 以下议案： 一、逐项审议通过《关于调整发行股份及支付现金购买资产并募集配套资 金暨关联交易方案的议案》 公司拟通过发行股份及支付现金的方式购买南京旅游集团有限责任公司（以 下简称旅游集团）持有的南京黄埔大酒店有限公司（以下简称黄埔酒店、标的公 司）100%股权并募集配套资金，鉴于本次交易相关评估资料已过有效 ...

证券代码：600250 证券简称：南京商旅 公告编号：2025-039 南京商贸旅游股份有限公司 关于持股 5%以上股东权益变动触及 1%刻度 的提示性公告 公司股东南京夫子庙文化旅游集团有限公司保证向本公司提供的信息 真实、准确、完整，没有虚假记载、误导性陈述或重大遗漏。 本公司董事会及全体董事保证公告内容与信息披露义务人提供的信息 一致。 | | | | | □ | 控股股东/实控人 | | | | --- | --- | --- | --- | --- | | 南京夫子庙文化旅游 | □ | 控股股东/实控人的一致 | √ | 91320104598020013M | | 集团有限公司 | 行动人 | | □ | 不适用 | | | √ | 其他直接持股股东 | | | 二、权益变动触及 1%刻度的基本情况 重要内容提示： | 权益变动方向 | 比例增加□ | | 比例减少√ | | --- | --- | --- | --- | | 权益变动前合计比例 | 12.18% | | | | 权益变动后合计比例 | 11.29% | | | | 本次变动是否违反已作出的承诺、意向、计划 | 是□ | 否√ ...