浙江祥源文旅股份有限公司 2024 年独立董事述职报告 （述职人：李勤） 一、基本情况 本人现任杭州电子科技大学副教授。担任杭州电子科技大学会计学院本科、 研究生教学研究以来，承接多项企业信息化与财务信息化相关课题，主持多项浙 江省厅级研究项目，发表相关文章曾获得浙江省审计厅优秀论文二等奖。2003 年 入选浙江省市级政府采购及省市建设工程项目咨询与评审专家库，担任多个信息 化建设协会委员，是政府采购、招投标项目及信息化建设领域资深专家。具有中 国证监会颁发的上市公司独立董事结业证书，于2021年7月起任公司独立董事。 报告期内，本人任职符合《上市公司独立董事管理办法》第六条规定的独 立性要求，不存在影响独立性的情况。 二、独立董事年度履职情况 2024 年度，本人按时出席了股东大会、董事会及任职的专门委员会相关会 议，不存在缺席或连续两次未亲自出席会议的情况。在召开董事会前，本着严谨 负责的态度，本人主动了解和获取做出决策所需要的情况和资料，并与相关人员 进行沟通。本人认真审议每一个议案，积极参与讨论，并结合自己的行业经验提 出合理化建议，为公司董事会的科学决策发挥了积极作用。本人认为公司董事会、 股东大会 ...

Financial Performance - The company's operating revenue for 2023 reached ¥864,119,442.85, representing a year-on-year increase of 19.64% compared to ¥722,261,478.80 in 2022[24]. - Net profit attributable to shareholders for 2023 was ¥146,550,202.82, showing a decrease of 3.14% from ¥151,296,275.35 in 2022[24]. - The company reported a net profit of ¥143,815,577.46 for 2023, which is a 4.40% increase compared to the previous year[40]. - The net profit after deducting non-recurring gains and losses for the first quarter of 2024 was ¥12,946,242.38[30]. - The total assets of the company as of the end of 2024 are reported at ¥4,589,299,272.66, a 20.63% increase from ¥3,804,503,917.52 in 2023[25]. - The net assets attributable to shareholders amounted to 2.81 billion yuan, reflecting a 1.02% increase year-on-year[40]. - The asset-liability ratio stood at 33.85%, indicating a healthy capital structure[40]. - The company achieved operating revenue of 864.12 million yuan, a year-on-year increase of 19.64%[40]. - The total liabilities as of the end of 2024 are expected to be ¥1,775,000,000, reflecting a strategic focus on reducing debt levels[29]. Corporate Governance - The company has received a standard unqualified audit report from its accounting firm[5]. - The board of directors and supervisory board members confirmed the authenticity and completeness of the annual report[3]. - The company has a commitment to ensuring the accuracy and completeness of its financial reporting[5]. - The company has established a robust governance structure, ensuring compliance with relevant laws and regulations, and maintaining independence from its controlling shareholder[163]. - The company held 1 annual and 3 temporary shareholder meetings during the reporting period, emphasizing shareholder rights and participation[164]. - The company has implemented a robust internal control system, with ongoing improvements to ensure compliance and promote sustainable development[167]. - The company has established specialized committees, including the Audit, Remuneration, and Strategic Committees, to enhance governance and oversight[187]. - The company is committed to transparency and accountability, with all board members actively participating in meetings and decision-making processes[185]. Strategic Acquisitions and Investments - The company completed the acquisition of 100% equity in Huangshan Qiyun Mountain Tourism Management Co., Ltd., which is now a wholly-owned subsidiary[28]. - The company expanded its tourism business by acquiring 84% of Mangshan Travel and 100% of Qiyun Mountain Tourism, and secured operational rights for the Danxia Mountain scenic area[107]. - The company completed the acquisition of 100% equity in Qiyun Mountain Tourism for CNY 395.36 million and 84% equity in Mangshan Tourism for CNY 57.74 million[130]. - The company has established new subsidiaries, including Xiangyuan You (Shanghai) and Xiangyuan General Aviation, to strengthen its cultural tourism business[128]. - The company secured five franchise rights for water tourism and scenic transportation in the Danxia Mountain area, enhancing its tourism destination layout in South China[132]. Market Expansion and Development - The company is actively expanding its market presence through strategic partnerships and acquisitions[1]. - The company is focusing on expanding its market presence through strategic partnerships and acquisitions[1]. - The company is exploring international markets for its tea products, leveraging the Belt and Road Initiative to enhance brand recognition globally[144]. - The company is positioned to benefit from favorable government policies aimed at boosting cultural and tourism consumption, enhancing its competitive edge in the market[140]. - The company plans to enhance its operational efficiency through digital transformation initiatives[1]. Risk Management - The company has outlined potential risks in its future development in the management discussion and analysis section[8]. - The company faces risks from macroeconomic fluctuations and regulatory changes in the cultural and tourism sectors, which could impact operations[159]. - The company acknowledges seasonal business fluctuations, particularly during peak travel periods, which may affect revenue stability[160]. Marketing and Customer Engagement - The company has launched various innovative marketing strategies, including collaborations with popular media and cultural events, significantly enhancing brand influence[51]. - The company has established five regional marketing centers, with the South China and East China centers already operating effectively, enhancing its marketing capabilities[50]. - The company aims to strengthen its digital presence, with a goal of increasing online sales by 25% in the upcoming quarter[173]. - The company reported a significant increase in user engagement metrics, although specific numbers were not disclosed in the call[1]. Future Outlook and Strategic Goals - The company plans to invest in high-potential projects, emphasizing long-term value and industry synergy, while adopting a light asset model to enhance resilience[147]. - The company aims to innovate its tourism product system and establish a high-standard service system to drive brand upgrades by 2025[146]. - The company is committed to enhancing its product quality and production efficiency through the adoption of digital technologies in tea production and sales[144]. - The company plans to enhance organizational efficiency by adopting a hybrid structure and a matrix management model to improve decision-making and collaboration[157]. Employee and Management Structure - The total number of employees at the parent company and major subsidiaries is 1,465, with 758 in production, 176 in sales, 260 in technology, 103 in finance, and 168 in administration[195]. - The company employs a dual-line broadband salary model, with 15 salary levels and 9 salary grades, ensuring compensation is aligned with industry standards and individual performance[196]. - The company has implemented a training program aimed at developing management, technical, and skilled personnel, establishing platforms like "Xiangyuan University" and "Yuan Zhi Classroom" for continuous learning[197][198]. Compliance and Regulatory Issues - The company received a warning letter from the China Securities Regulatory Commission on April 3, 2024, regarding compliance issues[183]. - The company faced administrative penalties as per the notice received on December 13, 2024, from the China Securities Regulatory Commission[183]. - The company is committed to improving compliance and governance practices following recent regulatory scrutiny[183].

一、 本期业绩预告情况 （一）业绩预告期间 证券代码：600576 证券简称：祥源文旅 公告编号：临 2025-022 浙江祥源文旅股份有限公司 2025 年第一季度业绩预告 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"公司"）预计 2025 年第一季度 实现归属于母公司所有者的净利润为 3,000.00 万元到 3,300.00 万元，与上年同 期相比，预计增加 1,794.04 万元到 2,094.04 万元，同比增加 148.76%到 173.64%。 公司预计 2025 年第一季度实现归属于母公司所有者的扣除非经常性损 益的净利润为 2,700.00 万元到 3,000.00 万元，与上年同期相比，预计增加 1,405.38 万元到 1,705.38 万元，同比增加 108.56%到 131.73%。 （三）每股收益为 0.01 元。 三、 本期业绩变动的主要原因 2025 年 1 月 1 日至 2025 年 3 月 31 日 （二）业绩预告情况 1、经财务部门初步测算，预计 2 ...

祥源文旅(600576.SH)公告称，预计2025年第一季度实现归属于母公司所有者的 净利润为3000万元到 3300万元，同比增加148.76%到173.64%。主要原因是公司新增莽山五指峰景区、丹霞山景区及四川卧 龙大熊猫基地带来 营业收入增加，以及取得政府补贴收入等。 ...

祥源文旅（600576）公告，2024年度营业收入8.64亿元，同比增长19.64%。归属于上市公司股东的净利 润1.47亿元，同比下降3.14%。公司2024年度利润分配预案为不派发现金股利，不送红股，不以资本公 积金转增股本。 ...

Investment Rating - The report assigns an "Accumulate" rating to the company [5]. Core Views - The company is focused on integrating tourism resources and building a large-scale cultural tourism platform, with significant improvements in profitability and operational efficiency [1][3]. - The company is actively expanding into the low-altitude tourism market, which is expected to drive sustainable growth [2][3]. Summary by Sections 1. Continuous Integration of Scenic Resources - The company has been acquiring and integrating tourism-related assets since 2022, focusing on core scenic resources, which has led to a significant improvement in revenue and profitability [1][13]. - In 2023, the company achieved revenue of 722 million and a net profit of 151 million, marking a substantial increase compared to previous years [1][74]. - The scenic assets include key locations such as the Hundred Dragon Sky Ladder and Huanglong Cave, which have shown strong performance exceeding performance commitments [1][22]. 2. Rapid Recovery of the Tourism Market - The domestic tourism market is recovering quickly post-pandemic, with a projected 14.8% year-on-year increase in domestic travel in 2024 [85]. - Key scenic areas like Zhangjiajie and Huangshan are experiencing a resurgence in visitor numbers, with Zhangjiajie seeing a 166.3% increase in inbound tourists in 2024 compared to the previous year [87][88]. 3. Scenic Expansion and Low-altitude Economy - The company is optimizing existing scenic assets and exploring the low-altitude tourism market, which is expected to contribute an additional revenue of approximately 175 million annually [2][3]. - The establishment of a subsidiary for low-altitude tourism and the procurement of eVTOL aircraft are part of this strategic expansion [2][3]. 4. Profit Forecast and Investment Recommendations - The company is projected to achieve revenues of 827 million, 1.242 billion, and 1.332 billion from 2024 to 2026, with net profits of 176 million, 384 million, and 427 million respectively [3][8]. - The report highlights the potential for continued growth in existing projects and the introduction of new assets, leading to a favorable investment outlook [3][8].

Core Viewpoint - The company reported significant growth in visitor numbers and revenue during the Qingming holiday, indicating strong operational performance and potential for continued profitability in 2025 [1][2]. Group 1: Visitor and Revenue Performance - During the Qingming holiday from April 4 to April 6, 2025, the company received 217,700 visitors, representing a year-over-year increase of 85% [1]. - The revenue for the same period reached 13.4 million yuan, reflecting a year-over-year growth of 75% [1]. - When adjusted for financial consolidation, the visitor count increased by 110% year-over-year, with revenue growth of 96% compared to the previous year [2]. Group 2: Operational Strengths and Growth Potential - The company benefits from a strategic location of its scenic spots in densely populated provinces, capitalizing on trends such as nearby travel and value-for-money tourism [2]. - Strong operational management has led to significant improvements in newly acquired scenic projects, enhancing overall performance [2]. - The company is characterized by high growth potential and strong realization capabilities, with a focus on profit realization, asset injection, and low-altitude tourism catalysts [2]. Group 3: Financial Forecast - The company is projected to achieve total revenues of 825 million, 1.14 billion, and 1.31 billion yuan for the years 2024, 2025, and 2026, respectively, with year-over-year growth rates of 14%, 38%, and 15% [3]. - Expected net profits for the same period are 174 million, 396 million, and 540 million yuan, with year-over-year growth rates of 15%, 127%, and 37% [3]. - Current stock prices correspond to valuations of 53x, 23x, and 17x for the years 2024, 2025, and 2026, respectively [3].

自由家树屋等酒店等新项目将贡献业绩增量。3）四川碧峰峡主题旅游度假区，涵盖野生动物世界、生 态峡谷景区和大熊猫基地等核心板块，2023 年收入/净利润分别为1.25/0.58 亿元，空中廊桥助力景区接 待能力提升。 持续整合景区资产，贡献利润增量。1）大南岭片区布局湖南莽山五指峰景区，辐射湖南、广东客群， 2024H1 收入/净利润为0.48/0.11亿元。2）中标丹霞山5 个项目特许经营权，布局华南目的地，2023年景 区门票和锦江画廊收入0.54 亿元。3）卧龙大熊猫神树坪基地，与碧峰峡协同发展，2024Q1-3 净利润 1012 万元。4）控股股东文旅资源丰富，将助力公司整合资产。 投资要点 打造全球领先的文旅资产服务商：祥源控股集团于2017 年入主上市公司，主营业务为动漫及其衍生和 影视制作等，2022 年起公司通过完成资产重组、资产置换、现金收购等方式陆续收购多个景区相关资 产，布局"大湘西"、"大黄山"、"川渝"、"大湾区"等旅游目的地资源，实现动漫影视文化到文旅投资运 营的转型，并构建"文化IP+旅游+科技"新模式。2023 年公司营收为7.2 亿元，其中景交服务/酒店/动物 园/智慧文旅/动 ...

Investment Rating - The report initiates coverage with a "Buy" rating for the company [3]. Core Views - The company has successfully transformed its business model through asset restructuring and strategic shifts, focusing on a "Cultural IP + Tourism + Technology" integrated approach, enhancing its brand value in the tourism sector [6][18]. - The company has shown strong revenue growth, with a projected increase in net profit driven by acquisitions and the expansion of tourism assets [6][7]. - The company is well-positioned to capitalize on the low-altitude tourism market, having launched its first eVTOL flight in 2025, marking a significant step in integrating low-altitude economic activities with tourism [6][18]. Financial Data and Profit Forecast - Total revenue is expected to grow from 722 million yuan in 2023 to 1.333 billion yuan in 2025, reflecting a compound annual growth rate (CAGR) of 52.3% [2]. - Net profit is projected to increase from 151 million yuan in 2023 to 386 million yuan in 2025, indicating a significant growth trajectory [2]. - The company’s gross margin is expected to improve from 52% in 2023 to 55% in 2026, showcasing enhanced operational efficiency [2]. Market Data - As of March 27, 2025, the company's closing price was 9.18 yuan, with a market capitalization of 6.062 billion yuan [3]. - The company has a price-to-earnings (P/E) ratio projected to decrease from 64 in 2023 to 25 in 2025, indicating a favorable valuation trend [2][3]. Strategic Initiatives - The company has diversified its tourism offerings by acquiring key assets in popular tourist destinations, creating a chain of attractions that enhance its brand presence [6][24]. - The integration of digital technology and animation IP into tourism experiences is expected to drive visitor engagement and revenue growth [6][18]. - The company is actively pursuing low-altitude tourism projects, which are anticipated to provide new revenue streams and enhance customer experiences [6][18].

Investment Rating - The investment rating for the company is "Outperform the Market" [3][13]. Core Insights - The company has transformed into a cultural tourism entity, completing asset restructuring in 2022 and currently operates three major tourist resorts, along with several key tourist attractions [7][8]. - The revenue and net profit for 2023 showed significant growth, with revenue reaching 722.6 million yuan, a year-on-year increase of 55.81%, and net profit at 151.4 million yuan, up 670.72% [7][10]. - The company is actively integrating cultural tourism assets and exploring low-altitude tourism opportunities, aiming to create a new industry model that combines low-altitude economy with cultural tourism [9][12]. Financial Performance - The company reported a revenue of 463.6 million yuan in 2022, with a projected revenue of 851.98 million yuan for 2024, reflecting a year-on-year growth of 18% [10][19]. - The net profit is expected to grow from 156.03 million yuan in 2024 to 41.29 million yuan in 2026, indicating a strong upward trend in profitability [10][22]. - The gross profit margin is projected to stabilize around 52.4% to 53.1% from 2024 to 2026, showcasing effective cost management [10][22]. Business Segments - The company operates five major tourist destinations, with significant revenue expected from scenic transportation services, projected to reach 1.08 billion yuan by 2025 [16][19]. - The animation and derivative business is expected to remain stable, with revenues projected at 144.19 million yuan annually from 2024 to 2026 [17][19]. - The tea sales business is anticipated to stabilize around 70.41 million yuan per year, reflecting a mature market position [17][19]. Strategic Initiatives - The company is focusing on the integration of cultural IP with tourism and technology, aiming to enhance its service offerings and market presence [7][8]. - Recent acquisitions and partnerships in the low-altitude tourism sector are expected to position the company as a leader in this emerging market [9][12]. - The company plans to replicate its successful business model across various regions, leveraging its established tourism assets and operational capabilities [12][13].