2025年第四次临时股东大会 会 议 资 料 浙江祥源文旅股份有限公司 二〇二五年十一月十二日 ⽬ 录 | 2025年第四次临时股东大会会议须知 2 | | --- | | 2025年第四次临时股东大会表决及选举办法 3 | | 2025年第四次临时股东大会会议议程 5 | | 议案一：关于取消监事会并修订《公司章程》的议案 6 | | 议案二：逐项审议《关于新增、修订、废止公司部分管理制度的议 | | 案》 7 | 1 浙江祥源文旅股份有限公司 2025年第四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年第四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。 七、参加会议的法人股股东，如有多名代表，应推举一名首席代表，由该首席代表填 写 ...

本报讯(记者冯思婕)近日，浙江祥源文旅（600576）股份有限公司(以下简称"祥源文旅")披露了2025年 三季报。前三季度，公司实现营业收入8.44亿元，同比增长35.29%%；实现归母净利润1.56亿元，同比 增长41.8%。公司依托"投资运营一体化"战略，以"自有资产深耕+轻资产运营"双轮驱动模式实现高质量 发展，全国连锁布局成效显著。自有核心景区筑牢盈利基本盘，轻资产托管业务逐步实现规模效应，共 同推动前三季度业绩保持强劲增长态势。 自有资产深耕：提质增效夯实发展根基 今年以来，祥源文旅聚焦自有核心资产运营，立足覆盖"大湘西""大黄山""大南岭"及四川四大区域的九 大旅游目的地资源，通过营销升级、产品创新和管理服务提质增效，持续提升核心景区竞争力。旗下自 有核心景区收入均显著增长，成为营收增长的"压舱石"。 公司营销战略已实现从"单点突破"到"系统制胜"的跃升，核心景区依托"线上+线下"营销全链路创新， 打通品牌、渠道、场景、数据闭环，实现声量、流量、销量、留量四维共振的指数级增长。莽山五指峰 借助"自媒体+达人+短视频"矩阵精准触达年轻客群，叠加"一山跨两省"区位实现500公里直通车全覆盖 与韩国境 ...

Investment Rating - The report maintains a "Buy" rating for the consumer services industry, emphasizing the potential for growth driven by government policies aimed at boosting consumption [1]. Core Insights - The report highlights the importance of the "14th Five-Year Plan" which aims to significantly enhance consumer spending through various measures, including increasing public service expenditure and improving consumer rights protection [4]. - It suggests that the current transformation in China's service consumption sector presents a prime investment opportunity, particularly in service consumption platforms, hotel groups with improving margins, and the tourism sector [4]. Industry Overview - The consumer services sector consists of 55 listed companies with a total market capitalization of approximately 498.8 billion yuan and a circulating market value of about 457.1 billion yuan [1]. - The sector's performance over the past month shows a decline of 7.7%, while the 12-month performance indicates a growth of 9.2% [2]. Market Performance - The consumer services industry experienced a weekly increase of 0.45%, outperforming the overall A-share market which rose by 0.39% [7]. - Notable stocks in the sector include Dalian Shengya, Chuangye Heima, and Fangzhi Technology, which showed significant gains [4]. Key Announcements - Major announcements include Meituan's issuance of $2 billion in senior bonds with a subscription rate exceeding 5.7 times, and Guangzhou Restaurant's third-quarter revenue of 2.293 billion yuan, reflecting a year-on-year growth of 4.66% [31][32]. Upcoming Events - Several companies in the sector are scheduled to hold shareholder meetings in November, including Guangzhou Restaurant and Yunnan Tourism, which may provide further insights into their operational strategies and financial performance [35][36]. Industry News - Recent developments include the collaboration between Mixue Ice City and Hainan Airlines to launch a co-branded flight, and the introduction of pet-friendly travel products by Zhongxin Tourism, indicating innovation in service offerings [37][38].

本报（chinatimes.net.cn）记者张蓓 见习记者 陈炳衡 北京报道 景区资源与低空经济双轮驱动，浙江祥源文旅股份有限公司（600576）（下称：祥源文旅）在三季度交 出营收净利双增的业绩答卷。祥源文旅2025年第三季度报告显示，公司单季度实现营业收入3.43亿元， 同比增长35.11%；归母净利润6462.6万元，同比增长27.33%。公司经营活动产生的现金流量净额大幅增 长94.89%，达到3.29亿元。前三季度累计营收8.44亿元，同比增幅35.29%，归母净利润1.56亿元，同比 增长41.8%。 记者根据财报数据计算，公司货币资金与流动负债比率为54.73%，有息资产负债率达21.08%，较去年 同期显著上升。祥源文旅2025年三季报显示，有息负债为12.3亿元，较上年同期增加151.91%。财务费 用同比增长174.91%，主要因有息负债规模扩大导致利息支出增加。 10月29日，研究文旅行业的银行从业人士对《华夏时报》记者表示："祥源文旅在行业内竞争力的护城 河一般，盈利能力良好，但营收成长性仍需观察。能否形成长期收益，要看在后续的行业竞争内是否可 以形成核心竞争力。"这一评价反映了市场 ...

Core Insights - The tourism and scenic area sector experienced a decline of 1.26% on October 30, with Caesar Travel leading the drop [1] - The Shanghai Composite Index closed at 3986.9, down 0.73%, while the Shenzhen Component Index closed at 13532.13, down 1.16% [1] Stock Performance - Major stocks in the tourism sector showed varied performance, with Dalian Shenya rising by 2.27% to a closing price of 50.41, while Caesar Travel fell by 5.43% to 6.09 [2] - The trading volume for Caesar Travel was significant at 1.24 million shares, with a transaction value of 770 million yuan [2] Capital Flow - The tourism and scenic area sector saw a net outflow of 341 million yuan from main funds, while retail investors contributed a net inflow of 330 million yuan [2][3] - Dalian Shenya had a net inflow of 6.57 million yuan from main funds, while Caesar Travel experienced a net outflow of 1.52 million yuan [3]

Core Insights - The event "2025 National Cultural and Tourism Listed Companies Shanghai Tour" highlighted the growing importance of the cultural and tourism industry in boosting consumer spending, with nearly 100 listed companies participating in the event [5][6] - Shanghai is positioning itself as a core area for future cultural and tourism industry development, with a focus on investment and consumption [5][6][13] Industry Development - Shanghai has developed a unique urban tourism resource over 40 years, characterized by urban, comprehensive, and international tourism [6] - The cultural and tourism sector in Xu Hui District is projected to exceed 150 billion yuan in revenue by 2024, accounting for over 20% of the city's total [6] - The Shanghai International Tourism Resort has established a "full-domain tourism" development model centered around Disneyland, enhancing the tourism industry in Shanghai and Pudong New Area [6] New Business Models - Companies are integrating "IP + AI + consumption" to drive growth in the cultural and tourism sector, with significant projects planned in Shanghai [7] - The Xu Hui District has introduced policies supporting cultural and creative industries, offering up to 30 million yuan in funding [8] - The industry is shifting from traditional tourism to a focus on lifestyle and emotional value, with an emphasis on technology integration [9] Investment Opportunities - The event underscored the importance of urban renewal projects in the cultural and tourism sector, with Shanghai's mature market and innovative environment facilitating new project development [11] - Companies are eager to collaborate on projects in micro-vacation, cultural creative districts, and digital tourism [11][12] - The discussion around investing in Shanghai's cultural and tourism sector has gained traction, with many companies expressing interest in future investments [13]

Core Insights - The company reported a revenue of 343 million yuan for Q3 2025, representing a year-on-year increase of 35.11%, primarily driven by growth in the scenic area and tourism business [1] - The net profit attributable to shareholders for Q3 2025 was 65 million yuan, up 27.33% year-on-year, while the net profit excluding non-recurring items was 64 million yuan, reflecting a 29.20% increase [1] - For the first three quarters of 2025, the company achieved a total revenue of 844 million yuan, a year-on-year growth of 35.29%, with a net profit of 156 million yuan, up 41.80% year-on-year [1] Financial Performance - The gross margin for Q3 2025 was 52.47%, an increase of 0.65 percentage points year-on-year [2] - The sales expense ratio for Q3 2025 was 10.31%, up 1.6 percentage points year-on-year, attributed to increased marketing expenditures during the peak season [2] - The net profit margin for Q3 2025 was 18.82%, down 1.15 percentage points year-on-year [2] - For the first three quarters of 2025, the gross margin was 51.65%, an increase of 2.61 percentage points year-on-year [2] Product Innovation and Market Growth - The company is focusing on product renewal and experience upgrades, launching popular night tour products such as "Wangu Danxia" and "Xiangjian? Tuojiang" [3] - During the National Day period in 2025, the company served 1.6553 million visitors and generated revenue of 98.3977 million yuan, marking year-on-year increases of 17.96% and 20.00% respectively [3] - The company aims to establish a "cultural IP + tourism + technology" model and plans to expand its business through mergers and acquisitions [3] Future Outlook - The company expects steady growth in performance due to the recovery of tourism and the development of new business models combining low-altitude tourism and cultural experiences [3] - Projected net profits for 2025-2027 are estimated at 248 million, 405 million, and 488 million yuan, with corresponding price-to-earnings ratios of 31, 19, and 16 times [3]

Core Viewpoint - The Chinese cultural tourism market is undergoing significant changes in investment logic, operational thinking, and consumer concepts, prompting companies to adopt a "cultural IP + tourism + technology" model [1][3]. Industry Trends - The current state of the cultural tourism market is characterized by a dichotomy, with rising tourist numbers and spending during holidays, while travel agencies face low profits and high vacancy rates in boutique hotels [3]. - The industry is shifting from a "heavy investment" model to a more sustainable approach that focuses on unique IP attributes and self-sustaining traffic [3][4]. Key Changes Identified - Investment logic is transitioning from "spending heavily on scenery" to "industry integration," with 12 major mergers in the first half of the year totaling over 30 billion, which is 2.4 times that of 2024 [4]. - Operational thinking is moving from "grand narratives" to "lean management," with tourist demands evolving from merely "viewing scenery" to "experiencing scenes" [4]. - Consumer concepts are shifting from "cost-performance ratio" to "value of experience," as exemplified by the success of the Qi Yun Mountain treehouse experience during peak holiday seasons [4]. Company Strategy - The company is transitioning from a "resource-driven" model to a "cultural tourism service provider" strategy, focusing on product innovation and emotional connections with local cultural IP [4]. - The company has successfully managed 10 scenic spots this year, emphasizing a light asset model that relies on professional value [4]. - The company is enhancing technological capabilities, launching the "Xiangyuan Travel" app, and becoming the only company in the country to offer electric vertical takeoff and landing aircraft tours, providing a unique perspective on geological wonders [4]. Future Outlook - The company views investment in cultural tourism as an investment in the future, emphasizing the importance of AI in reshaping consumer experiences and advocating for a shift from competitive to cooperative strategies within the industry [5]. - The company encourages the establishment of experience alliances among scenic spots, complementary advantages among enterprises, and collaborative partnerships between government and businesses to foster a healthy and sustainable cultural tourism ecosystem [5].

Investment Rating - The report maintains an "Add" rating for the company [8] Core Insights - The company achieved a revenue of 844 million yuan in the first three quarters of 2025, representing a year-on-year increase of 35%. The net profit attributable to shareholders was 156 million yuan, up 42% year-on-year [8] - In Q3 alone, the company reported a revenue of 343 million yuan, a 35% increase year-on-year, and a net profit of 65 million yuan, which is a 27% increase year-on-year [8] - The new projects, including Mangshan and Danxia Mountain, contributed to the profit growth despite some weather-related impacts on visitor numbers during the peak summer season [8] Financial Performance Summary - Total revenue forecast for 2023A is 722.26 million yuan, with a projected growth of 55.81% year-on-year. For 2024A, the revenue is expected to be 864.12 million yuan, a 19.64% increase [8] - The net profit attributable to shareholders for 2023A is forecasted at 151.30 million yuan, with a staggering year-on-year growth of 571.66%. The forecast for 2024A is a slight decrease to 146.55 million yuan, a 3.14% decline [8] - The earnings per share (EPS) for 2023A is projected at 0.14 yuan, with an expected increase to 0.21 yuan in 2025E [8] Market Data - The closing price of the company's stock is 7.16 yuan, with a market capitalization of 7,550.57 million yuan [5] - The company has a price-to-earnings (P/E) ratio of 49.91 for the current price and latest diluted earnings [5] Financial Ratios - The company’s gross profit margin for Q3 was 52.47%, showing a slight increase of 0.65 percentage points year-on-year [8] - The net profit margin attributable to shareholders was 18.82%, down 1.15 percentage points year-on-year [8]

Core Insights - The tourism and scenic spots sector increased by 0.57% on October 27, with Dalian Shengya leading the gains [1] - The Shanghai Composite Index closed at 3996.94, up 1.18%, while the Shenzhen Component Index closed at 13489.4, up 1.51% [1] Sector Performance - Dalian Shengya (600593) closed at 49.80, up 6.68% with a trading volume of 172,100 shares and a transaction value of 843 million [1] - Other notable performers include: - Tibet Tourism (600749) at 18.58, up 1.75% [1] - Peijiang Co. (002033) at 8.72, up 1.40% [1] - Lingnan Holdings (000524) at 13.81, up 0.95% [1] - Caesar's Rotating Industry (000796) at 6.14, up 0.82% [1] Capital Flow - The tourism and scenic spots sector experienced a net outflow of 77.52 million from institutional investors, while retail investors saw a net inflow of 187 million [2] - Key individual stock capital flows include: - Dalian Shengya with a net inflow of 65.19 million from institutional investors [3] - Caesar's Rotating Industry with a net inflow of 35.32 million from institutional investors [3] - Jiuhua Tourism (661809) with a net inflow of 8.69 million from institutional investors [3]