关于西安曲江文化旅游股份有限公司 希格玛会计师事务所（特殊普通合伙） Xigema Cpas(Special General Partnership) 上海证券交易所上市公司管理一部: 贵部于2025年6月月5日下发的 《关于西安曲江文化旅游股份有限公司2024 年年度报告的信息披露监管问询函》(上证公函(2025) 0754号) (以下简称 "问询函"〉已收悉。我们阅读了西安曲江文化旅游股份有限公司(以下简称 "曲江文旅"或"公司")对相关问题的回复,并对问询函中需要我们说明的事 项进行了审慎核查,现汇报说明如下。 一、关于经营状况 年报及前期公告显示,2024年公司实现营业收入12.5亿元,同比下降 16.7%,实现扣非前后净利润均为-1.31亿元。2022至2024年,公司扣非前后归母 净利润已连续三年为负。报告期内公司单季度营业收入呈现下降趋势,单季度净 利润波动较大。公司主营旅游景区运营管理等业务,2024年公司景区运营管理业 务实现营业收入9.7亿元,同比下降32.6%,毛利率同比减少13.57个百分点。鉴 于管理酬金回款情况,公司自2024年起不再对大明宫国家遗址公园、"三河一 山"绿道项目及镁 ...

Group 1 - Qujiang Cultural Tourism (曲江文旅) disclosed that Shaanxi Runyan Technology won a judicial auction for 12 million shares, representing 4.70% of the company's total shares, at an average price of approximately 9.57 yuan per share, totaling about 115 million yuan [1] - Following the share transfer, Qujiang Tourism Investment's stake in Qujiang Cultural Tourism will decrease to 37.06%, as it is currently facing a debt crisis with all its shares frozen [1] - The auction attracted significant interest, with one block of 4 million shares starting at a price of 29.4952 million yuan and receiving 261 bids before being won by Shaanxi Runyan for 39.1152 million yuan [1] Group 2 - Shaanxi Runyan was established in July 2021 with a registered capital of 5 million yuan and is fully controlled by Hong Kong Junyan Investment [2] - Li Bozheng, the actual controller of Junyan Capital, serves as the executive director and general manager of Shaanxi Runyan [2] - Junyan Investment has developed a large investment system, focusing on private equity funds, private securities, and real estate asset management [3] Group 3 - Junyan Investment has previously engaged in asset integration for local listed companies, including a significant asset restructuring involving the sale of 100% equity of two companies for a total of 8.84 billion yuan [4] - The companies involved in the restructuring have reported continuous losses since 2022, with significant net losses recorded [5] - Despite these efforts, the restructuring did not save the listed status of Renrenle, which was delisted in July 2023 [6] Group 4 - Qujiang Cultural Tourism has been experiencing continuous losses, with a projected loss of 13 million to 16.9 million yuan for the first half of 2025, and a projected non-net profit loss of 69 million to 72.9 million yuan [6]

证券代码：600706 证券简称：曲江文旅 编号：临 2025-037 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的结果公告 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 10,651.1121 万股，占公司总股本的比例为 41.76%；本次被 司法拍卖的 1200 万股占公司总股本的 4.70%。本次拍卖后续还涉及竞买人缴纳拍 卖余款、法院执行法定程序、股权变更过户等环节，其最终结果仍存在一定的不 确定性。如未来股权变更过户，旅游投资集团仍持有公司 9,451.1121 万股，约占 公司总股本 37.06%，不会导致公司控股股东及实际控制人发生变化。 一、本次司法拍卖结果情况 公司于 2025 年 7 月 4 日披露了《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：临 2025-034）。近日，公司收到控股股东旅游投资集 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》，主要内容如 ...

证券之星消息，8月5日旅游及景区板块较上一交易日上涨0.99%，西藏旅游领涨。当日上证指数报收于 3617.6，上涨0.96%。深证成指报收于11106.96，上涨0.59%。旅游及景区板块个股涨跌见下表： | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | --- | --- | --- | --- | --- | --- | | 600749 | 四藏旅游 | 26.53 | 4.53% | 61.80万 | 15.58亿 | | 000558 | 天府文旅 | 7.32 | 4.13% | 310.63万 | 22.05亿 | | 000796 | 凯撒旋业 | 5.44 | 2.26% | 170.69万 | 9.21亿 | | 660509 | 长自山 | 37.80 | 1.45% | 4.96万 | 1.86亿 | | 002707 | 众信旅游 | 7.63 | 0.93% | 17.71万 | 1.34亿 | | 002159 | 三特索道 | 15.46 | 0.91% | 3.35万 | 5149.45万 | | 000610 | 西安旅游 | 12. ...

Group 1 - The tourism and hotel sector is experiencing a significant downturn, with multiple companies facing substantial declines in stock prices [1] - Xizang Tourism (600749) has hit the daily limit down, indicating severe market reaction [1] - Tianfu Cultural Tourism (000558) has dropped over 3%, reflecting negative sentiment in the industry [1] Group 2 - Other companies such as Xiyu Tourism (300859), Qujiang Cultural Tourism (600706), and Xi'an Tourism (000610) have also seen notable declines in their stock prices [1]

Market Overview - The tourism and scenic area sector experienced a decline of 0.24% on August 1, with Xiyu Tourism leading the drop [1] - The Shanghai Composite Index closed at 3559.95, down 0.37%, while the Shenzhen Component Index closed at 10991.32, down 0.17% [1] Stock Performance - Tianfu Culture Tourism (000558) saw a significant increase of 10.00%, closing at 7.37 with a trading volume of 3.27 million shares and a transaction value of 2.30 billion [1] - Other notable performers included ST Zhangjiajie (000430) with a 1.27% increase and Qujiang Culture Tourism (600706) with a 1.25% increase [1] - Conversely, Xiyu Tourism (300859) led the decline with a drop of 3.96%, closing at 37.15 with a trading volume of 71,000 shares and a transaction value of 266 million [2] Capital Flow - The tourism and scenic area sector experienced a net outflow of 542 million from main funds, while retail investors saw a net inflow of 411 million [2] - The sector's overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors increased their positions [2] Individual Stock Capital Flow - Tianfu Culture Tourism (000558) had a net inflow of 124 million from main funds, while it faced outflows from both speculative and retail investors [3] - Other stocks like Lijiang Co. (002033) and Jiuhua Tourism (661809) also showed varied capital flows, with Jiuhua Tourism attracting significant speculative inflows [3] - Stocks such as Huangshan Tourism (600054) and Yunnan Tourism (002059) faced notable net outflows from main funds, indicating a cautious approach from institutional investors [3]

Core Insights - The summer heat has driven a significant increase in demand for "cooling travel," with search volume rising by 47% year-on-year since July, particularly in the Northwest, Northeast, and Southwest regions of China [1] - Listed tourism companies are launching unique projects and services to cater to this demand, including concerts, water gun festivals, and off-season overseas cooling trips [1][2] - The trend of "cooling travel" has led to a substantial increase in orders, with Yunnan's scenic spots seeing a 70% year-on-year growth in orders during the summer vacation period [1] Industry Trends - The tourism market is shifting from standardized packages to more personalized experiences, as companies explore ways to extend the appeal of "cooling travel" [2][3] - Yunnan Province reported 371 million visitors in the first half of the year, a 10.8% increase, with total tourism spending reaching 658.43 billion yuan, up 10.5% [3] - Tourists are increasingly seeking authentic local experiences rather than just visiting top-rated attractions, indicating a desire for unique cultural engagement [3][4] Company Strategies - Changbai Mountain Tourism Co., Ltd. is diversifying its cooling products, transforming ski resorts into mountain sports parks and hosting summer music festivals [1] - Tianmu Lake is creating attractive projects for cooling and family travel, including outdoor events and themed water festivals [2] - Guangzhou Lingnan Group is enhancing visitor experiences by integrating local cultural elements into their offerings, while Xi'an Qujiang Cultural Tourism Co., Ltd. is rebranding historical sites into immersive cultural experiences [4]

Group 1: Regional Competitive Landscape - The cultural tourism integration industry in China is predominantly concentrated in Guangdong, Anhui, Jiangsu, and Shanghai, with Guangdong having notable listed companies such as Overseas Chinese Town and Lingnan Holdings [1] Group 2: Brand Rankings - The "2024 China Cultural Tourism Group Brand Communication Power Top 100" list includes Ctrip Group, China Youth Travel Service, Haichang Ocean Park, China Duty Free Group, Qujiang Cultural Tourism, and Overseas Chinese Town Group in the top ten [4][6] Group 3: Market Share and Revenue - In 2024, the total revenue of listed companies in China's cultural tourism integration industry reached 351.306 billion yuan, with the top three companies being China Duty Free Group, Overseas Chinese Town, and Tongcheng Travel, collectively accounting for over 45% of the market [7] Group 4: Market Concentration - The market concentration in the cultural tourism integration industry is high, with the top ten companies accounting for 82.93% of the market share, CR3 at 46.73%, and CR5 at 66.89% [9] Group 5: Competitive Dynamics - The cultural tourism market is becoming increasingly competitive, with many companies entering the sector. Government policies are supporting the development of cultural tourism integration, indicating significant growth potential. The threat of new entrants is high, while the threat of substitutes is low. The bargaining power of suppliers is weak, and consumer bargaining power is also limited due to fixed pricing of products like tickets and accommodations [12]

Core Viewpoint - The traditional business model of Xi'an's tourism and hospitality industry is facing structural crises, as evidenced by the continuous losses of leading companies despite high visitor numbers and revenue potential [2][5][9] Financial Performance - In the first half of 2025, the three major tourism companies in Xi'an are expected to collectively incur losses exceeding 100 million yuan, with Xi'an Tourism and Xi'an Catering projecting losses of 49 million to 69 million yuan and 48 million to 60 million yuan respectively [3][5] - Xi'an Catering's losses have narrowed compared to the previous year, while Qujiang Cultural Tourism is experiencing a significant increase in its non-recurring losses [3][4] Industry Challenges - The industry is grappling with a reliance on ticket sales and traditional business models, leading to a weak profit conversion from high visitor traffic [2][6] - The operational costs of major attractions are high, and the inability to effectively convert visitor traffic into secondary consumption and derived income is a persistent issue [2][6] Resource Dependency - Despite holding monopolistic resources in the tourism sector, the companies are trapped in a cycle of continuous losses, revealing the limitations of their resource-dependent growth strategies [5][9] - The companies have diversified into various sectors such as oil, real estate, and healthcare, but this shift has led to a deviation from their core business and weakened their operational focus [5][6] Market Dynamics - The emergence of new consumer trends is reshaping market rules, with traditional brands struggling to adapt to the preferences of younger consumers [6][7] - The competitive landscape is intensifying, with online travel agencies (OTAs) disrupting traditional distribution channels, further complicating the companies' ability to maintain profitability [6][7] Strategic Responses - Qujiang Cultural Tourism is initiating a "intellectual property strategy transformation" to monetize its core attractions through IP registration and collaboration with brands [7] - Xi'an Tourism is focusing on expanding its hotel segment, aiming to double its hotel numbers and enhance revenue through capital operations [7][8] Future Outlook - The companies are at a critical juncture, needing to break free from the cycle of resource dependency and inefficient expansion to establish genuine market competitiveness [9] - The success of their transformation efforts will depend on their ability to innovate and adapt to changing consumer demands while overcoming institutional inertia [9]

Group 1 - The A-share tourism and hotel sector continues to rise, with significant gains observed in stocks such as Tibet Tourism and Caesar Travel, both reaching the daily limit up [1] - Other companies in the sector, including Shoulu Hotel, Qujiang Cultural Tourism, Zhongxin Tourism, and Lingnan Holdings, also experienced upward movement in their stock prices [1]