二、董事会会议审议情况 审议并全票通过了公司关于召开 2024 年年度股东大会的议案。 具体内容详见公司关于召开2024年年度股东大会的通知（编号：临2025-028）。 证券代码：600706 证券简称：曲江文旅 编号：临 2025-027 西安曲江文化旅游股份有限公司 第十届董事会第二十七次（临时）会议决议公告 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。 一、董事会会议召开情况 1、西安曲江文化旅游股份有限公司第十届董事会第二十七次（临时）会议的 召开符合《公司法》《证券法》《上海证券交易所股票上市规则》等有关规定和《公 司章程》的规定。 2、本次会议通知和材料于 2025 年 6 月 5 日以邮件、通讯等方式发出。 特此公告。 西安曲江文化旅游股份有限公司董事会 2025 年 6 月 6 日 1 3、会议于 2025 年 6 月 6 日以通讯表决方式召开。 4、会议应出席董事 8 人，实际出席董事 8 人。 5、会议由公司董事长庄莹女士主持。 ...

证券代码：600706 证券简称：曲江文旅 编号：临 2025-026 西安曲江文化旅游股份有限公司 关于控股股东所持部分股份拍卖进展公告 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。 特此公告。 公司于 2025 年 5 月 7 日、12 日分别披露了《关于控股股东所持部分股份拟被 拍卖的提示性公告》（详见公告编号：2025-020、2025-022）。2025 年 6 月 3 日， 公司收到控股股东西安曲江旅游投资（集团）有限公司（以下简称：旅游投资集 团）出具的《关于所持曲江文旅部分股份司法拍卖进展的通知》，内容如下： "一、根据我司 2025 年 4 月 29 日收到《陕西省西安市雁塔区人民法院拍卖通 知书》，我司持有的曲江文旅 1600 万股股票于 2025 年 5 月 28 日 10 时至 2025 年 5 月 29 日 10 时止在西安市雁塔区人民法院淘宝网司法拍卖网络平台进行公开 拍卖活动。 根据 2025 年 5 月 30 日淘宝网司法拍卖网络平台页面显示的拍卖结果，本次 拍卖流拍。 1 证券代码：6007 ...

3、会议于 2025 年 5 月 22 日以通讯表决方式召开。 4、会议应出席董事 8 人，实际出席董事 8 人。 5、会议由公司董事长庄莹女士主持。 二、董事会会议审议情况 证券代码：600706 证券简称：曲江文旅 编号：临 2025-025 西安曲江文化旅游股份有限公司 第十届董事会第二十六次（临时）会议决议公告 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。 一、董事会会议召开情况 1、西安曲江文化旅游股份有限公司第十届董事会第二十六次（临时）会议的 召开符合《公司法》《证券法》《上海证券交易所股票上市规则》等有关规定和《公 司章程》的规定。 2、经全体董事同意，本次会议豁免通知时间要求，本次会议通知以邮件、通 讯等方式于 2025 年 5 月 22 日发出。 西安曲江文化旅游股份有限公司董事会 2025 年 5 月 22 日 1 审议并全票通过了公司关于开展内保直贷业务的议案 公司申请开展金额不超过 5000 万元人民币（或等值外币）的内保直贷业务； 向上海浦东发展银行股份有限公司申请不超过 5000 万元人民币（或 ...

Group 1 - The tourism market is experiencing a recovery, but there are complaints from two groups: workers traveling during holidays facing high costs and overcrowding at popular destinations [1][2] - Despite the challenges, the travel enthusiasm continues, with Ctrip reporting a 23% year-on-year increase in domestic travel bookings during the Dragon Boat Festival [3] - The overall spending on tourism has increased, which is generally positive for tourism-related companies [4] Group 2 - However, many scenic tourism companies are struggling financially, with only four out of 18 listed companies showing growth in both revenue and profit for 2024 [6][13] - Guilin Tourism, a major player, reported a net loss of 204 million yuan in 2024, a staggering decline of 1830.7% year-on-year, despite high visitor numbers [8][9] - The trend of increasing visitors leading to greater losses is noted, with some companies facing severe financial difficulties [18] Group 3 - The financial struggles of tourism companies are attributed to various factors, including a decline in visitor numbers for natural scenic spots and increased competition from new attractions [22][29] - For instance, Zhangjiajie saw a drop in visitors from nearly 80 million in 2019 to 35.7 million in 2024 [24] - Many natural scenic companies are facing challenges due to low repeat visitor rates and declining ticket prices, impacting their revenue [29] Group 4 - Theme park companies like Haichang Ocean Park are also experiencing revenue declines despite increased visitor numbers, with ticket revenue dropping from 903 million yuan in 2023 to 895 million yuan in 2024 [36] - The overall revenue for Haichang Ocean Park decreased by 0.13% due to the impact of consumer spending trends [37] - Even companies like Songcheng Performing Arts, which reported growth, are facing challenges with core project revenues declining significantly [39] Group 5 - Some companies are successfully adapting to the changing market by diversifying their offerings and focusing on new projects, such as Songcheng Performing Arts, which saw a 25.49% increase in revenue in 2024 [43] - The company has shifted its focus to popular tourist cities and lower-tier markets, resulting in significant revenue growth from new projects [45] - Innovative experiences and interactive projects are becoming essential for attracting visitors, as seen with the success of the Laojieling scenic area [54][56]

Core Viewpoint - The local tourism companies in China, once considered prestigious, are now facing significant financial losses and operational challenges, raising questions about their management and sustainability in the current market environment [2][12][26]. Financial Performance - Guilin Tourism reported a net loss of 200 million yuan in 2024, accumulating losses of nearly 1 billion yuan since 2020 [2][3]. - Qujiang Cultural Tourism incurred a loss of 131 million yuan in 2024, with total losses nearing 600 million yuan over three years [2]. - Zhangjiajie experienced a net loss of 582 million yuan in 2024, with cumulative losses exceeding 1.3 billion yuan over five years [2][10]. Management and Operational Issues - Many local tourism groups operate under a "debt-first, project-later" philosophy, leading to a mismatch between financing needs and operational capabilities [14][25]. - Management teams often lack the necessary expertise, as many come from bureaucratic backgrounds rather than tourism or business sectors [14][25]. - There is a prevalent issue of projects being initiated without proper market research or operational planning, resulting in poor performance and financial losses [16][20]. Market Dynamics - Despite high visitor numbers, many projects fail to generate profit, leading to a reliance on debt financing to sustain operations [7][21]. - The current market is becoming less forgiving, with stricter regulations on financing and project approvals, making it harder for companies to secure funding based on optimistic projections [28][29]. Future Outlook - The local tourism sector may face further declines, with many companies potentially unable to recover without significant changes to their operational models [26][29]. - There is a need for local tourism companies to acknowledge their issues and adjust their strategies, focusing on sustainable practices rather than merely seeking new funding [29].

Core Viewpoint - The company Xi'an Qujiang Cultural Tourism Co., Ltd. (referred to as "Qujiang Culture Tourism") is experiencing a significant disparity between the booming tourism market in Xi'an and its own poor financial performance, continuing to face losses and operational challenges despite high visitor numbers at its attractions [2][6]. Group 1: Tourism Market Performance - During the "May Day" holiday in 2025, Xi'an received 14.75 million tourists, a year-on-year increase of 5.2%, with total spending reaching 12.33 billion yuan, up 7.55% [2]. - Qujiang Culture Tourism operates popular attractions such as the Tang Paradise and the Big Wild Goose Pagoda, which attract large crowds, especially during holidays, contributing significantly to the local tourism economy [3][4]. Group 2: Financial Performance - In 2024, Qujiang Culture Tourism reported total revenue of 1.253 billion yuan, a decrease of 16.68% year-on-year, and a net loss of 131 million yuan, although the loss narrowed compared to the previous year [6][7]. - The company has faced continuous net losses for three consecutive years, with losses of 248 million yuan in 2022, 195 million yuan in 2023, and 131 million yuan in 2024 [6][8]. Group 3: Operational Challenges - The company is criticized for its management and operational capabilities, with suggestions to optimize its management and expand consumer spaces around its attractions to enhance revenue [5][9]. - Qujiang Culture Tourism's business model, primarily based on light asset operations, has led to high accounts receivable, with a balance of 1.177 billion yuan as of December 31, 2024, which poses risks to cash flow and profitability [10]. Group 4: Debt and Shareholder Issues - The company's controlling shareholder, Xi'an Qujiang Tourism Investment Group, is facing significant debt issues, with debts and guarantees exceeding 500 million yuan, leading to judicial actions for debt recovery [10][11]. - Recent announcements indicate that shares held by the controlling shareholder are subject to auction due to debt pressures, which may impact the company's financial stability [11].

Group 1: Hotel Industry Development - In April 2025, a total of 314 new hotels opened in China, including 89 mid-range hotels and 86 domestic mid-to-high-end hotels [1] - There were 113 new hotel projects signed in April, with 2 luxury hotels and 7 international high-end hotels among them [1] - A total of 54 hotels were auctioned in April, with 18 hotels having auction prices exceeding 100 million yuan [1] Group 2: New Resort Openings - The Rizhao Kaiyuan Senbo Resort Park officially opened on May 10, covering an area of 185 acres with a total investment of 2.016 billion yuan [2] - Additional projects, including the Wuhan Kaiyuan Senbo Resort Park and the Tonglu Kaiyuan Senbo Resort, are set to open in June and summer respectively [2] Group 3: New Entertainment Facilities - The largest indoor ski resort in Zhejiang, Hangzhou Hot Snow Miracle, has officially launched, covering a total area of approximately 84,000 square meters [3] - The facility will offer various functions including youth ski training and public ice and snow sports [3] Group 4: Real Estate Transactions - Lexin Technology plans to purchase an office building project from Shanghai Lujiazui Group for 437 million yuan, with a total area of 13,000 square meters [4] - New Huangpu intends to acquire the Silicon Valley SOHO-2 project in Beijing for 215 million yuan, which is currently vacant [7] Group 5: Corporate Governance Issues - Red Star Macalline's general manager, Che Jianxing, is under investigation and has been placed under detention, while other executives continue to perform their duties [5] - Qujiang Cultural Tourism's major shareholder has had 57.05 million shares frozen due to debt disputes [6] Group 6: Upcoming Hotel Auctions - The Dali Strength Hilton Hotel is set for public judicial auction on May 29, with an estimated auction value of approximately 1.093 billion yuan [8]

Core Viewpoint - The Chinese cultural tourism complex industry is entering a transformation and upgrading phase, becoming a significant engine for driving domestic demand growth and promoting industrial upgrades. The market size is projected to reach 2.59 billion yuan in 2024, with a year-on-year growth of 16.11% [1][12]. Industry Overview - Cultural tourism complexes integrate culture as the core driving force, combining tourism, commerce, leisure, and residential functions into a comprehensive space. They aim to meet tourists' needs for cultural experiences, leisure vacations, and shopping while promoting regional cultural heritage and tourism industry upgrades [2]. Industry Development History - The industry has gone through four stages: 1. **Emergence Stage (1978-1999)**: Focused on sightseeing with limited cultural integration. 2. **Initial Exploration Stage (2000-2009)**: Increased emphasis on cultural tourism with early projects combining cultural performances and tourism. 3. **Rapid Development Stage (2010-2019)**: Cultural tourism complexes became key for local economic transformation, supported by national strategies. 4. **Transformation and Upgrading Stage (2020-Present)**: Shift towards high-quality, diversified, and technology-driven experiences, accelerated by the pandemic [4][5][6]. Industry Value Chain - The industry value chain includes: - **Upstream**: Resource development, planning, design, and cultural resource/IP development. - **Midstream**: Operation services of cultural tourism complexes. - **Downstream**: Tourists and consumers [8]. Market Size - The market size of the cultural tourism complex industry is expected to reach 2.59 billion yuan in 2024, with a year-on-year growth of 16.11%. The industry is witnessing trends of cross-industry integration, such as "cultural tourism + technology" and "cultural tourism + commerce" [12]. Key Enterprises - Major players in the industry include: - **China Overseas Chinese Town**: Leading enterprise with a comprehensive business model covering theme parks and cultural performances. - **Sunac Culture**: Known for its "ice and snow world + commercial complex" model. - **China Youth Travel Service**: Focuses on integrated tourism services with projects like Wuzhen and Gubei Water Town. - **Yunnan Tourism**: Leverages rich cultural resources for unique tourism projects [14][16][17]. Industry Development Trends 1. **Integration of Immersive Experiences and Smart Operations**: The industry is transitioning from resource-driven to technology-driven, utilizing advancements in 5G, AI, and the metaverse to enhance visitor experiences [20]. 2. **Demand Differentiation Driven by Generational Changes**: The Z generation and the elderly are shaping the market, leading to a focus on unique experiences and wellness tourism [21][22]. 3. **Green Concepts and Industrial Synergy**: The industry is moving towards low-carbon and industrialized upgrades, with a focus on sustainable practices and collaboration across sectors [23].

Core Viewpoint - The debt crisis of Qujiang Cultural Tourism continues to escalate, with its controlling shareholder's shares being judicially frozen and auctioned, significantly impacting the company's financial performance and operational stability [3][4][5]. Shareholder and Shareholding Structure - The controlling shareholder, Xi'an Qujiang Tourism Investment Group, holds 114,511,120 shares, accounting for 44.90% of the total share capital. All of these shares have been frozen, with 210,000 shares directly frozen, 57,050,000 shares under provisional freezing, and 57,250,000 shares marked for judicial purposes [1][4]. Debt Situation - The total amount involved in the lawsuits related to the controlling shareholder's debt issues is 303.18 million yuan, with significant debts owed to various financial institutions [5]. The controlling shareholder is also under pressure due to guarantees for loans totaling 20.3 million yuan [5]. Financial Performance - In Q1 2025, the company reported a revenue decline of 23.67% to 306 million yuan, with a net loss of 43.61 million yuan, marking a staggering year-on-year drop of 2161.76% [3][11]. For the full year 2024, the company recorded a revenue of 1.253 billion yuan, down 16.68%, and a net loss of 131 million yuan, although this was a 32.79% improvement from the previous year's loss [8][11]. Operational Challenges - The company's core business segments, particularly scenic area operations, hotel and catering, and tourism product sales, have all seen significant revenue declines. The scenic area operations, which account for 52% of the main business revenue, dropped by 32.57% to 651 million yuan [9][10]. The overall gross margin has also decreased from 37.30% to 23.73% [9]. Recent Developments - The company has faced multiple instances of its shares being put up for judicial auction, with significant portions of its equity at risk. This situation has raised concerns about the controlling shareholder's ability to make decisions regarding the company's future [7][8]. The company is actively seeking to resolve these issues before judicial actions are finalized [5][6].

证券代码：600706 证券简称：曲江文旅 编 号：临 2025-023 西安曲江文化旅游股份有限公司 关于控股股东股份冻结、轮候冻结及司法标记的公告 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。 重要内容提示： ● 公司控股股东西安曲江旅游投资（集团）有限公司（以下简称：旅游投资 集团）持有公司股份 114,511,121 股，占公司总股本的 44.90%。旅游投资集团本 次冻结 210,033 股，轮候冻结 57,051,088 股，司法标记 57,250,000 股。 | | 持股数量 | 占公司总 | 累计被冻结 | | 累计司法标记 | 合 | | --- | --- | --- | --- | --- | --- | --- | | 计占其所 | 合计占公司 | | | | | | | 股东名称 | | | | | 持股份比例 | | | | （股） | 股本比例 | 数量（股） | 数量 | | | | （股） | | 总股本比例 | | | | | | 旅游投资集团 | | 44.90% | 57,261,1 ...