浙江六和律师事务所 关于浙江祥源文旅股份有限公司 致：浙江祥源文旅股份有限公司 根据《中华人民共和国证券法》（下称"《证券法》"）《中华人民共和国公 司法》 （下称"《公司法》"）和中国证券监督管理委员会《上市公司股东大会 规则》等法律、法规和规范性文件的要求及《浙江祥源文旅股份有限公司章程》 （下称 "《公司章程》"）的规定，浙江六和律师事务所（下称 "本所 "）接受 浙江祥源文旅股份有限公司（下称"祥源文旅"或"公司"）的委托，指派叶永祥律 师、蒋贇律师参加祥源文旅 2024 年年度股东大会，对本次股东大会的召集和召 开程序、出席会议人员资格、表决方式、表决程序的合法性、有效性进行了认真 审查，并出具本法律意见书。 本法律意见书仅供祥源文旅 2024 年年度股东大会之目的使用。本所律师同 意将本法律意见书随祥源文旅本次股东大会其他信息披露资料一并公告。 本所律师根据相关法律法规的要求，按照律师行业公认的业务标准、道德规 范和勤勉尽责的精神，出席了祥源文旅 2024 年年度股东大会，对祥源文旅本次 股东大会所涉及的有关事项和相关文件进行了必要的核查和验证，现出具法律意 见如下： 一、本次股东大会的召集、召开 ...

证券代码：600576 证券简称：祥源文旅 公告编号：临 2025-026 浙江祥源文旅股份有限公司 2024年年度股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 5 月 22 日 (二)股东大会召开的地点：杭州市密渡桥路 1 号白马大厦 12 楼公司会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 158 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 655,586,852 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 62.1675 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议由公司董事会召集，董事长王衡先生主持，大会的召集、召开及表决方 式符合《公司法》等法律、法规和《公司章程》的有关规定。 (五 ...

Investment Rating - The report assigns a "Buy" rating to the company with a current price of 10.42 CNY and a reasonable value of 11.04 CNY, maintaining the same rating as the previous report [3]. Core Views - The company has shown significant growth in Q1 2025, with a revenue increase of 55.22% year-on-year and a net profit increase of 158.67% year-on-year, attributed to acquisitions and government subsidies [7][8]. - The company is expanding its tourism assets across various regions, enhancing its competitive edge through synergies among its diverse business segments [8][9]. - The report forecasts substantial revenue growth for the company, projecting revenues of 13.85 billion CNY, 15.89 billion CNY, and 17.62 billion CNY for 2025, 2026, and 2027, respectively, with year-on-year growth rates of 60.3%, 14.7%, and 10.9% [11][12]. Financial Forecasts - The company is expected to achieve the following financial metrics: - Revenue (in million CNY): 722 (2023), 864 (2024), 1385 (2025), 1589 (2026), 1762 (2027) [2][12]. - Net Profit (in million CNY): 151 (2023), 147 (2024), 364 (2025), 403 (2026), 426 (2027) [2][12]. - EBITDA (in million CNY): 278 (2023), 348 (2024), 626 (2025), 695 (2026), 762 (2027) [2][12]. - EPS (CNY/share): 0.14 (2023), 0.14 (2024), 0.35 (2025), 0.38 (2026), 0.40 (2027) [2][12]. Business Segments - The tourism business is expected to grow significantly, with projected revenues of 9.53 billion CNY, 10.48 billion CNY, and 11.22 billion CNY for 2025, 2026, and 2027, respectively, driven by industry recovery and acquisitions [8][9]. - The tourism service segment is anticipated to generate revenues of 1.83 billion CNY, 2.74 billion CNY, and 3.56 billion CNY for the same years, with substantial growth rates [9][11]. - The cultural business, primarily focused on animation and related services, is projected to see a decline in revenue, with estimates of 0.55 billion CNY, 0.49 billion CNY, and 0.47 billion CNY for 2025, 2026, and 2027, respectively [10][11]. Valuation - The report suggests a valuation based on a 32x PE ratio for 2025, leading to a reasonable value of 11.04 CNY per share, supporting the "Buy" rating [11][12].

Core Insights - The company reported a total revenue of 864 million yuan for 2024, representing a year-on-year growth of 19.64%, while the net profit attributable to shareholders decreased by 3.14% to 147 million yuan [1] - In Q4 2024, the company achieved a revenue of 241 million yuan, a significant year-on-year increase of 62.2%, and a net profit attributable to shareholders of 36 million yuan, up 83.87% [1] - The company’s gross margin for 2024 was 49.43%, a decrease of 2.53 percentage points compared to the previous year, while the sales expense ratio increased by 0.77 percentage points to 9.05% due to increased promotional efforts [1] Financial Performance - For Q1 2025, the company reported a revenue of 212 million yuan, a year-on-year increase of 55.22%, and a net profit attributable to shareholders of 31.19 million yuan, up 158.67% [2] - The company’s non-recurring net profit for Q1 2025 was 27.5 million yuan, reflecting a year-on-year growth of 112.44% [2] - The company’s revenue projections for 2025-2027 are 1.385 billion, 1.589 billion, and 1.762 billion yuan, with respective growth rates of 60.3%, 14.7%, and 10.9% [2] Project Performance - In 2024, the Baolong Tianti (Baolong Green) project achieved a non-recurring net profit of 108 million yuan, while Huanglong Cave (Tourism Development) and Phoenix Ancient City (Phoenix Xiangsheng) achieved non-recurring net profits of 21.68 million yuan and 19.7 million yuan, respectively, all meeting their annual performance commitments [1] Valuation and Investment Recommendation - Based on comparable company valuations, a PE ratio of 32 for 2025 is suggested, leading to a reasonable value of 11.04 yuan per share, maintaining a "buy" rating [3]

Investment Rating - The report maintains a "Buy" rating for the company with a current price of 10.42 CNY and a fair value of 11.04 CNY [3]. Core Views - The company has shown significant growth in Q1 2025, with a revenue increase of 55.22% year-on-year and a net profit increase of 158.67% year-on-year, attributed to acquisitions and government subsidies [7][8]. - The company is expanding its tourism assets across various regions, enhancing its competitive edge through synergies among its diverse business segments [8][9]. - The report forecasts substantial revenue growth for the company, projecting revenues of 13.85 billion CNY, 15.89 billion CNY, and 17.62 billion CNY for 2025, 2026, and 2027 respectively, with year-on-year growth rates of 60.3%, 14.7%, and 10.9% [11][12]. Financial Forecasts - Revenue and profit projections for the company are as follows: - 2023A: Revenue of 722 million CNY, net profit of 151 million CNY - 2024A: Revenue of 864 million CNY, net profit of 147 million CNY - 2025E: Revenue of 1.385 billion CNY, net profit of 364 million CNY, with a growth rate of 148.3% [2][11]. - The EBITDA is expected to grow from 278 million CNY in 2023 to 626 million CNY in 2025, reflecting a strong operational performance [2][11]. Business Segments - **Tourism Business**: Expected to generate significant revenue growth, with projections of 9.53 billion CNY, 10.48 billion CNY, and 11.22 billion CNY for 2025, 2026, and 2027 respectively, driven by the recovery of the tourism industry and acquisitions [8][9]. - **Cultural Business**: Focused on anime and related businesses, with expected revenues declining slightly, indicating a shift towards integrating cultural elements into tourism [10]. - **Product Sales**: The tea sales segment is projected to grow steadily, with revenues of 760 million CNY, 800 million CNY, and 840 million CNY from 2025 to 2027, maintaining a stable gross margin [11]. Valuation - The report suggests a valuation based on a 32x PE ratio for 2025, leading to a fair value estimate of 11.04 CNY per share, supporting the "Buy" rating [11][14].

Summary of Xiangyuan Cultural Tourism Conference Call Company Overview - Xiangyuan Cultural Tourism operates in the tourism industry, focusing on various scenic spots and resorts, including major projects like Zhangjiajie, Huangshan, and Danxia Mountain, as well as the Qin Yun Mountain Resort and others [2][3] Financial Performance - The total profit for Xiangyuan Cultural Tourism in 2024 was approximately 15 million yuan, with significant contributions from various projects: - Bailong Elevator: 110 million yuan - Bifengxia Scenic Area: 50 million yuan - Qiyun Mountain Scenic Area: 10 million yuan - Phoenix Ancient City: 30 million yuan - Huanglong Cave Scenic Area: 20 million yuan - Mangshan and Danxia Mountain Scenic Areas contributed significantly after their integration [2][3] - For the 2025 Labor Day period, project performance showed substantial growth: - Mangshan: 138% - Danxia Mountain: 108% - Bailong Elevator: 51% - Bifengxia: 46% - Huanglong Cave: 46% - Phoenix Ancient City: 41% - Qiyun Mountain: 38% - However, some hotel businesses, such as Wolong and Yungu Hot Spring Resort, experienced a decline [5] Revenue Goals and Structure - The revenue target for 2025 is set at 400 million yuan, primarily driven by existing projects, excluding new acquisitions [7][8] - The profit target for 2025 is 240 million yuan, with an uneven distribution across quarters: Q2 and Q3 each contributing 30%, while Q1 and Q4 contribute 20% each [4][19] Hotel Business Insights - The hotel business is focused on serving tourism needs rather than standalone city hotels. - The occupancy rate and average price have increased, with Qiyun Mountain's room count rising from over 440 to over 600. Average room rates for Baiyue and Huayue hotels increased from approximately 300 yuan to 400 yuan [9] Strategic Focus and M&A Plans - Future acquisitions will focus on consumer companies and addressing succession issues from retiring operators. The company aims to transition from a builder to a service provider in the resort operation sector [9][10] - The company has over 300 million yuan in cash, with a fast cash flow from tourism operations, and is considering bank loans for acquisitions at low interest rates [4][10][11] Marketing and Brand Awareness - The company has initiated upgrades and improvements in projects since 2024, enhancing product and service offerings. Marketing efforts are being ramped up to increase brand recognition, especially in key tourist areas [6][13] Low-altitude Flight Initiatives - Xiangyuan Cultural Tourism plans to apply for low-altitude flight management permits in Q3 2025, with activities already underway in various locations. The company aims to establish a profitable model in the low-altitude flight sector [15][18] Conclusion - Xiangyuan Cultural Tourism is positioned for growth with a clear focus on enhancing existing projects, strategic acquisitions, and expanding into new business areas like low-altitude flight operations. The company is actively working on improving brand visibility and operational efficiency to meet its ambitious financial targets for 2025 [2][4][9][15]

证券代码：600576 证券简称：祥源文旅 公告编号：临 2025-025 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）完成基金备案的公告 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、对外投资情况概述 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"）。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.cn）披露的《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 ...

Core Viewpoint - The regulatory environment is becoming increasingly stringent, with a "zero tolerance" approach towards financial fraud, information disclosure violations, and fund misappropriation, leading to significant scrutiny of listed companies [1] 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 9.18 billion yuan in non-operating fund misappropriation identified [2] - The company failed to disclose significant related party transactions and had issues with the commercial substance of certain trade operations, resulting in false records in its financial reports for 2022 and the first half of 2023 [2] - The company faces the risk of forced delisting if it cannot recover the misappropriated funds within the stipulated timeframe [2] Group 2: ST Huamei - ST Huamei has been formally investigated by the CSRC for suspected information disclosure violations, confirming 14.35 billion yuan in non-operating fund misappropriation [4] - The company reported significant fund flows lacking commercial substance, with a total outflow of 81.39 billion yuan and inflow of 68.52 billion yuan, leading to a balance of 14.35 billion yuan in questionable transactions [4] - The investigation highlights serious flaws in the company's fund management practices, which may violate securities laws [4] Group 3: Guangji Pharmaceutical - Guangji Pharmaceutical has received a notice from the CSRC regarding an investigation into suspected information disclosure violations, following a previous warning from the Hubei Securities Regulatory Bureau [5][6] - The company had previously acknowledged accounting errors related to revenue recognition methods, which raised concerns about the accuracy of its financial disclosures [6] - The ongoing investigation will significantly impact the company's compliance and market credibility [6] 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 [7] - The specifics of the violations have not yet been disclosed, but the investigation will assess the company's compliance with information disclosure regulations [7] - The outcome of the investigation is expected to be a focal point for market observers [7]

Group 1 - Huawei officially launched its Harmony OS computers, with the first foldable model priced at 23,999 yuan and the MateBook Pro starting at 7,999 yuan, marking a significant expansion into the desktop ecosystem [1] - The Harmony OS 5 aims to deepen the integration between mobile and desktop environments, showcasing a foldable design with an 18-inch display that folds to 13 inches, weighing only 1.16 kg [1] Group 2 - The State Administration of Foreign Exchange reported a positive trend in foreign investment in RMB assets, with foreign investors increasing their holdings of domestic bonds by 10.9 billion USD in April [2] - In late April, foreign investment in domestic stocks turned into net purchases, indicating a growing confidence in the Chinese market [2][3] Group 3 - Xinhua Insurance has been approved to participate in the third batch of long-term investment reform pilot programs, planning to establish the Honghu Fund Phase III, which has received regulatory approval [4] - This marks the third consecutive phase of the Honghu Fund initiated by Xinhua Insurance, reflecting a commitment to long-term investment strategies [4] Group 4 - Despite triggering "serious abnormal fluctuations," Chengfei Integration has seen its stock price rise for nine consecutive trading days, with a cumulative increase of 135.8% since May 7 [6] - The company has a low revenue contribution from its core aviation parts business, indicating that its recent stock performance may be driven more by market speculation than fundamental business strength [6][7] Group 5 - At least six rare earth material companies have received export licenses from the Ministry of Commerce, amid ongoing export control measures on certain rare earth elements [7] - The supply of rare earths may face short-term reductions due to various factors, although industry experts predict that prices will not experience significant fluctuations this year [7] Group 6 - The U.S. stock market experienced a collective decline, with major indices falling due to Moody's downgrade of the U.S. credit rating, impacting technology stocks significantly [8] - Notable declines were observed in major tech stocks, with Tesla dropping over 3% and other companies like Nvidia and TSMC also experiencing losses [8] Group 7 - The UK is expected to agree to restart trade and defense cooperation with the EU, marking a significant shift in relations since Brexit [9] - This move aims to boost economic growth and enhance security in the European region [9] Group 8 - The U.S. Congress is reviewing President Trump's comprehensive tax reduction bill, which has passed a key committee, but still faces challenges ahead [10][11] - The House Rules Committee is set to review the bill, with a potential vote expected later in the week [11][12] Group 9 - Ctrip's report indicates a strong recovery in the tourism sector for the upcoming Dragon Boat Festival, with domestic and inbound travel showing significant growth [14] - The report highlights a 100% increase in hotel search interest for inbound travel, suggesting a robust rebound in the tourism industry [14]

料 浙江祥源文旅股份有限公司 2024年年度股东大会 会 议 资 二〇二五年五月二十二日 | 2024年年度股东大会会议须知 | 2 | | --- | --- | | 2024年年度股东大会表决及选举办法 | 3 | | 2024年年度股东大会会议议程 | 5 | | 议案一：关于公司2024年年度报告及摘要的议案 | 7 | | 议案二：关于公司2024年度董事会工作报告的议案 | 8 | | 议案三：关于公司2024年度监事会工作报告的议案 | 19 | | 议案四：关于公司2024年财务决算报告 | 26 | | 议案五：关于公司2024年利润分配预案的议案 | 31 | | 议案六：关于2025年度公司及所属子公司向银行申请综合授信额度的 | | | 议案 | 32 | | 议案七：关于公司2024年度日常关联交易执行情况确认及预计公司 | | | 2025年度日常关联交易的议案 | 33 | | 议案八：关于公司董事2025年度薪酬方案暨确认2024年度薪酬执行情 | | | 况的议案 | 37 | | 议案九：关于公司监事2025年度薪酬方案暨确认2024年度薪酬执行情 | | | 况的议案 | ...