国旅文化投资集团股份有限公司2025 年年度报告 公司代码：600358 公司简称：ST 联合 国旅文化投资集团股份有限公司 2025 年年度报告 1 / 209 国旅文化投资集团股份有限公司2025 年年度报告 重要提示 一、本公司董事会及董事、高级管理人员保证年度报告内容的真实性、准确性、完整性，不存在 虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 二、公司全体董事出席董事会会议。 三、 中审华会计师事务所（特殊普通合伙）为本公司出具了标准无保留意见的审计报告。 四、公司负责人何新跃、主管会计工作负责人李颖及会计机构负责人（会计主管人员）李文才 声明：保证年度报告中财务报告的真实、准确、完整。 五、 董事会决议通过的本报告期利润分配预案或公积金转增股本预案 无 截至报告期末，母公司存在未弥补亏损的相关情况及其对公司分红等事项的影响 □适用 √不适用 经中审华会计师事务所（特殊普通合伙）审计，公司 2025 年度实现归属于公司股东的净利润 -3,750.78 万元，母公司实现的净利润为-1,327.31 万元，母公司未分配利润-34,184.02 万元， 合并报表未分配利润为-66,789. ...

Group 1: Major Announcements - Fenglong Co. and Jiamei Packaging will resume trading on February 2 [21][21] - The three major telecom operators in China, including China Mobile, China Unicom, and China Telecom, announced an adjustment in the applicable scope of value-added tax for telecom services, increasing the tax rate from 6% to 9%, which will impact their revenue and profits [6][7][8] Group 2: Project Wins and Contracts - Chengdi Xiangjiang won a bid for a project worth 1.22 billion yuan, with its subsidiary holding a 52.6% stake in the consortium [2] - Fulongma is expected to win sanitation service projects with a total first-year service fee of 83.54 million yuan, which will positively impact its operating performance in 2026 and beyond [2] Group 3: Corporate Transactions - BGI Genomics plans to acquire assets for 366 million yuan, including 100% equity of two companies, with additional capital increases planned for both [3] - Penghui Energy submitted an application for the issuance and listing of H-shares on the Hong Kong Stock Exchange [4] Group 4: Financial Performance - North Benz Blue Valley reported a January production of 11,169 new energy vehicles, a year-on-year increase of 20.84% [14] - Sailyus achieved January sales of 45,900 vehicles, a year-on-year growth of 104.85% [15] - GAC Group's January sales reached 116,622 vehicles, reflecting an 18.47% year-on-year increase [16] - Leshan Electric reported a net profit of 23.4 million yuan for 2025, a year-on-year increase of 3.68% [17] Group 5: Share Buybacks - Quzhou Dongfeng proposed a share buyback plan with a total amount between 50 million and 100 million yuan [18] - GoerTek increased its share buyback fund to a minimum of 1 billion yuan and a maximum of 1.5 billion yuan [20] Group 6: Stock Trading and Performance - Tiandi Online confirmed that its operations are normal and there are no undisclosed significant matters, despite recent stock price fluctuations [10] - Hongbaoli's epoxy propylene project has entered the pre-production preparation stage, with significant uncertainties remaining [11] - Hunan Gold's stock trading showed abnormal fluctuations, with ongoing asset purchase plans pending approval [12][13]

Company Announcements - Fenglong Co., Ltd. received a commitment from UBTECH not to inject assets into the company within 36 months after the acquisition, and the stock will resume trading on February 2 after the completion of a trading suspension investigation [2] - Jerry Holdings signed a sales contract for gas turbine generator sets with a total amount of 1.82 billion USD (approximately 12.65 billion RMB) for a data center application, marking the fourth such contract with a U.S. client since November 2025 [3] - Aoxin plans to invest 1.82 billion RMB in a high-end printed circuit board project, which aims to enhance product competitiveness and meet the growing demand in various sectors [3] Shareholder Changes - Yanzhou Coal Mining Company intends to transfer 100% equity of its wholly-owned subsidiary Xintai Coal [4] - GoerTek increased its share repurchase fund from a minimum of 5 billion RMB to a minimum of 10 billion RMB, with a maximum of 15 billion RMB [4][5] Business Performance - China Mobile and China Telecom will be affected by the adjustment of the VAT tax category for telecom services, which will impact their revenue and profits [3][5] - Leshan Electric Power reported a year-on-year net profit growth of 3.68% for 2025 [5] Stock Price Movements - Jiamei Packaging's stock price surged by 408.11% from December 17, 2025, to January 23, 2026, leading to a trading suspension for investigation, with the stock resuming trading on February 2 [5] - Hunan Gold's stock experienced significant trading fluctuations, with uncertainty regarding the future market price of its gold products [7] - Hongbaoli's epoxy propylene comprehensive technology transformation project has entered the pre-production preparation stage, although there is uncertainty regarding the timeline for producing qualified products [8] Other News - Fushi Holdings' actual controller and chairman Chen Yongliang has been detained [9] - ST United received a notice from the Shanghai Stock Exchange to suspend the review of its application due to the need to update financial documents [9]

Company Announcements - Fenglong Co., Ltd. received a commitment from UBTECH not to inject assets into the company within 36 months after the acquisition, and the stock will resume trading on February 2 after the completion of the suspension investigation [2] - Jereh Group signed a sales contract for gas turbine generator sets worth 1.82 billion USD (approximately 12.65 billion RMB) with a U.S. client, marking the fourth such contract since November 2025 [4] - China Mobile announced that the adjustment of the VAT tax category for telecom services from 6% to 9% will impact the company's revenue and profits starting January 1, 2026 [5] - Aoshikan plans to invest 1.82 billion RMB in a high-end printed circuit board project, aiming to enhance product competitiveness and meet the growing demand in various markets [6] - Yanzhou Coal Mining Company intends to publicly transfer 100% equity of its wholly-owned subsidiary, Xin Tai Coal, with a base price of 670 million RMB [7] Share Buybacks and Changes - GoerTek increased its share buyback fund from a minimum of 500 million RMB to a minimum of 1 billion RMB, with a maximum of 1.5 billion RMB [8] - Quzhou Dongfeng's controlling shareholder proposed a share buyback plan of 50 million to 100 million RMB for employee stock ownership plans [9] - Chipone Technology's major shareholder plans to reduce its stake by up to 1.95% through block trades [11] Operational and Performance Updates - China Telecom and China Unicom both reported that the VAT adjustment will affect their revenues and profits starting January 1, 2026 [12][13] - Leshan Electric Power announced a net profit increase of 3.68% for the fiscal year 2025, with total revenue of 3.395 billion RMB, reflecting a 6.24% year-on-year growth [14] Stock Price Movements - Jiamei Packaging's stock price surged by 408.11% from December 17, 2025, to January 23, 2026, leading to a suspension for investigation, with the stock resuming trading on February 2 [15] - Tiandi Online confirmed that its operations are normal and there are no undisclosed significant matters after experiencing abnormal stock price fluctuations [16] - Hunan Gold expressed uncertainty regarding the future market prices of its gold products, which have recently seen significant increases [17] - Hongbaoli's epoxy propylene comprehensive technology renovation project has entered the pre-production preparation stage, although there is uncertainty regarding the timeline for producing qualified products [19] Other Notable Events - Fushi Holdings' actual controller and chairman, Chen Yongliang, has been detained, but the company's operations remain normal [20] - ST United received a notice from the Shanghai Stock Exchange to suspend the review of its application due to outdated financial documents [21]

国旅文化投资集团股份有限公司 关于需更新申报文件财务资料收到上海证券交易所 中止审核通知的公告 证券代码：600358 证券简称：ST 联合 公告编号：2026-临 003 有限公司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报告书（申报 稿）》等相关文件；公司于 2025 年 9 月 26 日取得上交所出具的《关于国旅文化 投资集团股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交 易申请的审核问询函》（上证上审（并购重组）〔2025〕80 号），并于 2026 年 1 月 9 日披露了《国旅文化投资集团股份有限公司关于延期回复<关于国旅文化 投资集团股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交 易申请的审核问询函>的公告》等相关文件。2026 年 1 月 31 日，公司收到上交 所中止审核通知。具体内容详见公司在上交所网站（www.sse.com.cn）披露的与 本次交易相关的公告。 截至本公告日，公司、交易各方与相关中介机构正在有序推进本次交易的相 关工作，后续公司将根据本次交易的进展情况，严格按照有关法律法规的规定和 要求及时履行信息披露义务。 本公司董事会及全体董事保 ...

Group 1 - The company expects a net profit attributable to shareholders for the year 2025 to be between -28 million and -40 million yuan, which represents an improvement compared to the previous year's loss of -63.70 million yuan [1][2] - The estimated net profit after deducting non-recurring gains and losses for 2025 is projected to be between -48 million and -60 million yuan [2] - The previous year's total profit was -68.44 million yuan, with a net profit attributable to shareholders of -63.70 million yuan and a net profit after deducting non-recurring gains and losses of -60.22 million yuan [2] Group 2 - The company has implemented measures to improve quality and efficiency, resulting in significant improvements in the performance of major operational units, steady revenue growth, and a notable reduction in overall losses [3] - The company has achieved substantial results in the execution of accounts receivable and the resolution of significant historical debts, leading to a significant increase in non-operating gains compared to the previous year [3] - Overall, the company's performance has improved significantly compared to the previous year, resulting in a substantial reduction in losses [3]

Core Viewpoint - The company, Guolü Cultural Investment Group Co., Ltd., forecasts a reduced net loss for the year 2025 compared to the previous year, indicating improvements in operational efficiency and revenue growth [2][4]. Group 1: Performance Forecast - The company expects a net profit attributable to shareholders for 2025 to be between -28 million yuan and -40 million yuan, which is an improvement from the previous year's loss of -63.70 million yuan [2][4]. - The forecasted net profit after deducting non-recurring gains and losses is estimated to be between -48 million yuan and -60 million yuan for 2025 [4]. Group 2: Previous Year Performance - In the previous year, the total profit was -68.44 million yuan, with a net profit attributable to shareholders of -63.70 million yuan and a net profit after deducting non-recurring gains and losses of -60.22 million yuan [5]. Group 3: Reasons for Performance Improvement - The company has implemented measures to enhance quality and efficiency while reducing costs, leading to significant improvements in the performance of major operational units and steady revenue growth [6]. - The company has also made substantial progress in managing accounts receivable and resolving historical debts, resulting in a notable increase in non-operating gains compared to the previous year [6].

Financial Performance Forecast - The company expects a net profit attributable to shareholders for 2025 to be between -28 million yuan and -40 million yuan, an improvement compared to -63.70 million yuan in the same period last year[2] - The projected net profit after deducting non-recurring gains and losses for 2025 is estimated to be between -48 million yuan and -60 million yuan[3] - The total profit for the previous year was -68.44 million yuan, with a net profit attributable to shareholders of -63.70 million yuan[4] Operational Improvements - The company implemented measures to improve quality and efficiency, resulting in significant operational improvements and a noticeable reduction in losses[6] - Revenue has shown steady growth, and the overall business segments have significantly reduced losses compared to the previous year[6] - The company achieved substantial results in accounts receivable management and resolving major historical debts, leading to an increase in non-operating gains compared to last year[6] Risk Disclosure - The forecast data is preliminary and has not been audited by an accounting firm, indicating potential risks in accuracy[7] - Investors are advised to pay attention to investment risks as the final financial data will be disclosed in the audited annual report for 2025[8]

Core Viewpoint - ST United (600358.SH) is expected to report a reduced loss for the fiscal year 2025, with projected net profit attributable to shareholders ranging from -28 million to -40 million yuan, compared to a loss of -63.7031 million yuan in the previous year [1] Financial Performance - The company anticipates a net profit attributable to shareholders, excluding non-recurring gains and losses, to be between -48 million and -60 million yuan for the fiscal year 2025 [1]

Core Viewpoint - The advertising and marketing sector experienced a decline of 0.46% on January 26, with Tianlong Group leading the losses. The Shanghai Composite Index closed at 4132.61, down 0.09%, while the Shenzhen Component Index closed at 14316.64, down 0.85% [1]. Group 1: Stock Performance - Zhejiang Wenhu Internet (600986) saw a significant increase of 10.04%, closing at 13.26 with a trading volume of 4.9269 million shares and a transaction value of 6.367 billion [1]. - Tiandi Online (002995) rose by 9.99%, closing at 25.10 with a trading volume of 380,800 shares and a transaction value of 946 million [1]. - Jiyun Technology (300242) increased by 3.41%, closing at 6.68 with a trading volume of 1.0061 million shares and a transaction value of 657 million [1]. - Tianlong Group (300063) led the declines with a drop of 6.24%, closing at 13.97 with a trading volume of 1.4105 million shares and a transaction value of 1.99 billion [2]. - Xinhua Du (002264) fell by 5.05%, closing at 9.96 with a trading volume of 723,200 shares and a transaction value of 725 million [2]. Group 2: Capital Flow - The advertising and marketing sector experienced a net outflow of 1.757 billion from institutional investors, while retail investors saw a net inflow of 1.505 billion [2]. - Tiandi Online (002995) had a net inflow of 1.64 billion from institutional investors, but a net outflow of 909.77 million from speculative funds [3]. - Fenjun Media (002027) recorded a net inflow of 869.46 million from institutional investors, while speculative funds saw a net outflow of 972.81 million [3].