Core Viewpoint - The core issue revolves around the overlapping contact information of Shandong Meiheng and Shandong Rongrun, which are the largest customer and supplier, respectively, for Xiangyuan Cultural Tourism's cloud communication business. This has raised regulatory concerns regarding potential conflicts of interest and the legitimacy of their business relationship [2][3][10]. Group 1: Regulatory Concerns - The overlapping contact information of Shandong Meiheng and Shandong Rongrun has been a focal point for regulatory scrutiny, particularly given that both companies have been dominant players in Xiangyuan's cloud communication business from 2022 to 2024 [3][10]. - Xiangyuan Cultural Tourism reported that in 2024, the sales revenue from its top five customers in the cloud communication sector was 36.23 million yuan, accounting for approximately 98% of the total revenue from this business segment, which only represented 4.19% of the company's overall revenue [3][10]. - The transactions between Xiangyuan and Shandong Meiheng amounted to 30.55 million yuan in 2024, representing 83% of the cloud communication business, while transactions with Shandong Rongrun reached 28.82 million yuan, accounting for 79% of similar transactions during the same period [3][10]. Group 2: Company Responses and Timeline Issues - Xiangyuan Cultural Tourism attempted to explain the overlapping contact information by stating that the actual controller of Shandong Rongrun assisted the actual controller of Shandong Meiheng with administrative tasks, leading to the same phone number being registered for both companies [3][4]. - However, the timeline presents contradictions, as the actual controller of Shandong Rongrun only acquired shares in April 2022, while the overlapping contact information dates back to 2018 and 2019, raising questions about the legitimacy of the claims made by Xiangyuan [4][10]. - The company maintains that such administrative assistance is common in the cloud communication industry and insists that there is no relationship between the two companies [4][10]. Group 3: Background Context - The scrutiny of Xiangyuan Cultural Tourism is part of a broader pattern of regulatory attention towards the Xiangyuan Group, which has faced multiple controversies, including a significant penalty for fund misappropriation and unusual business expansions by its affiliated companies [10][11]. - In 2024, Xiangyuan and its actual controller received a notice of administrative penalty due to allegations of information disclosure violations, which included a total of 410 million yuan in non-operating fund misappropriation [11][12]. - The recent activities of Xiangyuan's affiliated companies, including a sudden shift into coffee bean trading by a related construction company, have further intensified regulatory scrutiny and raised concerns about potential conflicts of interest [10][12].

Core Viewpoint - Zhejiang Xiangyuan Cultural Tourism Co., Ltd. (hereinafter referred to as "the Company") has responded to the Shanghai Stock Exchange's inquiry regarding its 2024 annual report, focusing on its business relationships with Shandong Meiheng and Shandong Rongrun, including sales figures and operational details [1][2]. Business Operations and Relationships - The Company has engaged in cloud communication business with Shandong Meiheng and Shandong Rongrun since 2019, with a gradual shift towards cultural tourism as its main business post-restructuring in 2022 [3][4]. - Sales figures for the cloud communication business from 2019 to 2024 show a decline in revenue contribution, with total revenue of 30.56 million yuan in 2024, accounting for 1.70% of the Company's total revenue [3][4]. - The Company’s main supplier, Shandong Rongrun, had a prepayment amount of 1.523 million yuan, while Shandong Meiheng was identified as a major customer with sales of 30.56 million yuan in 2024 [1][4]. Business Model and Processes - The cloud communication business model involves establishing a messaging platform that aggregates various SMS suppliers' capabilities, ensuring timely and efficient message delivery [5][6]. - The Company actively sought partnerships with major telecom operators and leveraged its existing resources to develop its cloud communication services, leading to a successful collaboration with Shandong Rongrun and Shandong Meiheng [5][6]. - The procurement process involves prepayment for SMS services, with a unit price of 0.02 yuan per SMS for a total of 100 million SMS purchased from Shandong Rongrun [10][11]. Financial Performance - The financial performance of the cloud communication business has shown fluctuations, with net profits ranging from -11.89 million yuan in 2020 to 33.53 million yuan in 2023, indicating a challenging yet evolving business landscape [3][4]. - The Company reported a total of 5.555 million yuan in revenue from its top five customers in the cloud communication sector for 2022, with Shandong Meiheng accounting for 50.25% of the total revenue [14][15]. Customer and Supplier Dynamics - The Company has established a clear distinction between its customers and suppliers, with Shandong Meiheng being a non-related party, ensuring transparency in its business dealings [14][15]. - The Company’s procurement strategy includes maintaining a stable SMS inventory through prepayments, which helps mitigate risks associated with supply chain disruptions [16][17].

Investment Overview - Zhejiang Xiangyuan Cultural Tourism Co., Ltd. (the "Company") announced that its wholly-owned subsidiary, Shanghai Fengyu Investment Management Co., Ltd., will invest RMB 65 million (approximately USD 9.1 million), with an initial investment of RMB 13 million (approximately USD 1.8 million), in the Yancheng Huanghai Huichuang Keta Low-altitude Economic Industry Investment Fund Partnership (Limited Partnership) [1][2] Fund Registration - The Low-altitude Economic Industry Investment Fund has completed the registration process with the Asset Management Association of China and has obtained the Private Investment Fund Registration Certificate [2] Partnership Changes - Recently, the Company and the general partner, Shenzhen Qifu Antai Investment Management Co., Ltd., along with other limited partners, signed a new partnership agreement. Jiangsu Huaxing Investment Group Co., Ltd. transferred its RMB 30 million (approximately USD 4.2 million) stake in the partnership to Beijing Houzhen Consulting Co., Ltd., relieving Jiangsu Huaxing of all rights and obligations [2][3] Contribution Structure - The contribution structure of the partnership before and after the changes is as follows: - Before the change, total contributions amounted to RMB 50 million (approximately USD 7 million) with various partners contributing different amounts [3] - After the change, the total contributions remain at RMB 50 million, with Beijing Houzhen Consulting Co., Ltd. now holding a RMB 30 million stake [3]

2024 年年度报告的信息披露监管问询函涉及会计师问题 的回复 上会业函字(2025)第 809 号 上海证券交易所上市公司管理一部: 我们收到浙江祥源文旅股份有限公司(以下简称"祥源文旅、公司")转来贵部 《关于浙江祥源文旅股份有限公司 2024 年年度报告的信息披露监管问询函》(上证公 函1202510647 号）(以下简称"间询函")。对问询函中需要年审会计师发表意 见的问 题, 我们对公司 2024年度财务报表审计已执行的工作,现回复如下: 1、客户及供应商。年报显示,报告期内公司第一大客户为山东美亨信息科技有 限公司(以下简称山东美亨),销售额为 3056 万元;公司主要供应商同时为第一大 预付款对象山东荣润文化发展有限公司（以下简称山东荣润）,预付金额为 152.3 万 元。前期公告显示, 山东荣润自 2021 年起成为公司主要供应商, 山东美亨自 2022 年起成为公司主要客户。公开信息显示,山东美亨和山东荣润在工商登记的电话号 码相同。 请公司补充披露:(1)公司与山东美亨、山东荣润近三年开展业务内容及经营 情况,业务开发及接洽过程、具体业务模式及主要环节,包括供应商和客户选取、 货物采购、生 ...

证券代码：600576 证券简称：祥源文旅 公告编号：临2025-031 浙江祥源文旅股份有限公司关于回复上海证券交易所 对公司2024年年度报告的信息披露监管问询函的公告 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。 浙江祥源文旅股份有限公司（以下简称"祥源文旅、公司"）于近日收到上 海证券交易所上市公司管理一部《关于浙江祥源文旅股份有限公司 2024 年年度 报告的信息披露监管问询函》（上证公函[2025]0647 号，以下简称《监管问询函》）。 根据《监管问询函》的要求，公司及相关中介机构对有关问题进行了认真分析及 逐项核实，现对《监管问询函》中提及的问题回复如下： 1、客户及供应商。年报显示，报告期内公司第一大客户为山东美亨信息科 技有限公司（以下简称山东美亨），销售额为 3056 万元；公司主要供应商同时 为第一大预付款对象山东荣润文化发展有限公司（以下简称山东荣润），预付 金额为 152.3 万元。前期公告显示，山东荣润自 2021 年起成为公司主要供应商， 山东美亨自 2022 年起成为公司主要客户。公开信息显 ...

证券代码：600576 证券简称：祥源文旅 公告编号：临 2025-032 浙江祥源文旅股份有限公司 关于全资子公司参与投资盐城黄海汇创科泰低空经济产业投资 基金合伙企业（有限合伙）的进展公告 本次变更前： 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、对外投资概述 浙江祥源文旅股份有限公司（以下简称"公司"）全资子公司上海丰豫投资 管理有限公司（以下简称"上海丰豫"）以自有资金出资人民币 6,500 万元（其 中首期投资金额为 1,300 万元），与深圳市启赋安泰投资管理有限公司、江苏黄 海汇创私募基金管理有限公司、盐城市盐都区国有资产控股集团有限公司、盐城 市创新创业投资有限公司、江苏华兴投资集团有限公司及盐城汇都产业投资基金 合伙企业（有限合伙）共同投资设立盐城黄海汇创科泰低空经济产业投资基金合 伙企业（有限合伙）（以下简称"合伙企业"或"低空经济产业投资基金"）。 具 体 内 容 详 见 公 司 在 指 定 的 信 息 披 露 媒 体 及 上 海 证 券 交 易 所 网 站 （http://www.sse.com ...

Group 1 - The company is holding its second extraordinary general meeting of shareholders on June 30, 2025, to ensure shareholders can exercise their rights and maintain order and efficiency during the meeting [1][2] - Shareholders attending the meeting must present identification and shareholder account cards to receive meeting materials [1][2] - The meeting will have a speaking arrangement where each shareholder can speak for a maximum of 3 minutes, and the order of speaking will be based on the number of shares held [2][3] Group 2 - The meeting will adopt a written voting method, where shareholders can express their approval, disapproval, or abstention on the voting ballot [3][4] - The results of the voting will be announced after the counting process, which will be supervised by designated personnel [4] - The agenda includes the election of a new director following the resignation of Mr. Sun Dongyang, who played a significant role in the company's development [4][5] Group 3 - The company has nominated Mr. Fang Yan as a candidate for the non-independent director position, with his term starting from the approval date of the shareholders' meeting [5][6] - Mr. Fang Yan has a strong background in tourism and management, having held various positions in the tourism sector and is currently an assistant president at Xiangyuan Holding Group [5][6] - As of the date of the meeting materials disclosure, Mr. Fang Yan does not hold any shares in the company and meets the qualifications to serve as a director [6]

2025年第二次临时股东大会 会 议 资 料 目 录 | 2025年第二次临时股东大会会议须知 | 2 | | --- | --- | | 2025年第二次临时股东大会表决及选举办法 | 3 | | 2025年第二次临时股东大会会议议程 | 4 | | 议案：《关于选举董事的议案》 5 | | 1 浙江祥源文旅股份有限公司 2025年第二次临时股东大会会议须知 各位股东及股东代表： 为维护股东的合法权益，确保股东在本公司2025年第二次临时股东大会期间 依法行使权利，保证股东大会的正常秩序和议事效率，依据中国证券监督管理委 员会《上市公司股东会规则》的有关规定，制定如下有关规定： 一、凡参加现场会议的股东请按规定出示股东账户卡、身份证或法人单位证 明以及授权委托书等证件，经验证后领取会议资料，方可出席会议。 二、大会正式开始后，迟到股东人数、股权额不计入表决数。特殊情况，应 经主席团同意并向大会签到处申报。 三、会议期间，全体出席人员应以维护股东的合法权益、确保会议的正常秩 序和议事效率为原则，认真履行法定职责。 浙江祥源文旅股份有限公司 二〇二五年六月三十日 四、股东参加股东大会，依法享有发言权、表决权等各 ...

Core Viewpoint - The recent executive departures at Xiangyuan Cultural Tourism (600576.SH) have raised concerns about the company's strategic direction and market sentiment, particularly following the acquisition of Haichang Ocean Park by its controlling shareholder, Xiangyuan Group [2][3][11]. Executive Changes - Three executives, including President Sun Dongyang and Vice Presidents Yu Weining and Zhan Chunwei, have resigned due to work adjustments, with their original terms set to expire on September 22, 2027 [2][3]. - Sun Dongyang held 401,200 shares, while Zhan Chunwei held 307,900 shares, and Yu Weining did not hold any shares [4]. Stock Performance - Following the announcement of the acquisition of Haichang Ocean Park, Xiangyuan Cultural Tourism's stock price initially rose but has since experienced a decline, dropping 4.68% to 8.15 yuan per share by June 17, representing a 24.68% decrease from recent highs [2][11]. - The stock's volatility is attributed to market concerns regarding resource allocation and management focus due to the increase in the number of listed cultural tourism companies under Xiangyuan Group [11]. New Appointments - The company has appointed Fang Yan as the new President and Li Jie and Shen Tongyan as Vice Presidents, all of whom have over 20 years of experience in the cultural tourism industry [5][6]. - The new management team is expected to enhance the company's operational capabilities and strategic direction [6]. Strategic Developments - Xiangyuan Cultural Tourism has signed management service contracts with seven subsidiaries, aiming to leverage its brand and operational expertise to improve efficiency and expand its light asset management business [7][8]. - The company plans to increase investments in light asset operations and explore market expansion through asset acquisitions and mergers [9]. Financial Performance - For the year 2024, Xiangyuan Cultural Tourism reported an estimated revenue of approximately 864 million yuan, a year-on-year increase of 19.64%, while net profit attributable to shareholders decreased by 3.14% to about 147 million yuan [9].

Core Viewpoint - The article highlights the increasing regulatory scrutiny in the capital market, emphasizing a "zero tolerance" approach towards financial fraud, information disclosure violations, and fund misappropriation by listed companies. Group 1: ST Longyu - ST Longyu has been placed under investigation by the China Securities Regulatory Commission (CSRC) for suspected information disclosure violations, with a total of 8.7 billion yuan in fund misappropriation involved [1][2] - The company’s controlling shareholder and related parties have non-operational fund misappropriation totaling 9.18 billion yuan, of which 8.68 billion yuan remains unpaid [2] - The audit report for ST Longyu's 2023 annual report was issued with a "disclaimer of opinion," leading to increased delisting risks for the company [2] Group 2: ST Huamei - ST Huamei has been formally investigated by the CSRC for suspected information disclosure violations, with a self-reported non-operational fund misappropriation of 14.35 billion yuan [3][4] - The company reported significant fund flows lacking real commercial substance, with total outflows of 81.39 billion yuan and inflows of 68.52 billion yuan [3] - The ongoing investigation will impact the company's compliance risks and market reputation [3] Group 3: Guangji Pharmaceutical - Guangji Pharmaceutical has received a notice from the CSRC regarding an investigation for suspected information disclosure violations, following a previous warning from the Hubei Securities Regulatory Bureau [4][5] - The company acknowledged accounting errors in its financial reports, leading to adjustments in previously reported revenue and costs [4] - The CSRC's investigation marks an escalation in regulatory scrutiny regarding the company's compliance with information disclosure requirements [5] Group 4: Xiangyuan Cultural Tourism - Xiangyuan Cultural Tourism and its actual controller have been placed under investigation by the CSRC for suspected information disclosure violations [5] - The specific details of the violations have not yet been disclosed, but the investigation will assess the company's compliance with securities laws [5] - The outcome of the investigation is expected to be a focal point for market participants [5]