北京市金杜律师事务所上海分所 关于 上海锦江国际酒店股份有限公司 本法律意见书的出具已得到公司如下保证： 1、公司向本所提供的所有文件资料及所作出的所有陈述和说明均是真实、 准确、完整和有效的，且一切足以影响本法律意见书的事实和文件均已向本所披 露，而无任何隐瞒或重大遗漏。 2、公司提供的文件资料中的所有签字及印章均是真实的，文件的副本、复 印件或扫描件与原件相符。 对于会计、审计、评级等专业事项，本所在本法律意见书中只作引用且不发 表法律意见；本所在本法律意见书中对于公司有关报表、数据、审计报告中某些 数据和结论的引用，并不意味着本所对这些数据、结论的真实性、准确性、合法 性做出任何明示或默示的判断和保证，且对于这些内容本所并不具备核查和作出 判断的合法资格。 本所及经办律师依据《证券法》、《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则（试行）》等规定及本法律意见书出具日 以前已经发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信 用原则，进行了充分的核查验证，保证本法律意见书所认定的事实真实、准确、 1 2024 年度差异化分红事项 之 专项法律意见书 二〇二五年七 ...

证券代码：600754 证券简称：锦江酒店 公告编号：2025-042 900934 |锦江 B 股 每股分配比例 A 股每股现金红利0.38元，B 股每股现金红利0.053058美元 相关日期 | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2025/7/31 | － | 2025/8/1 | 2025/8/1 | | Ｂ股 | 2025/8/5 | 2025/7/31 | | 2025/8/14 | 上海锦江国际酒店股份有限公司 2024年年度权益分派实施公告 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： 差异化分红送转： 是 一、 通过分配方案的股东会届次和日期 本次利润分配方案经公司2025 年 6 月 25 日的2024年年度股东会审议通过。 二、 分配方案 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任公司上海分 公司（以下简称"中国结算上海分公司"）登记在册的 ...

Summary of Key Points Core Viewpoint - The hotel market is experiencing significant changes with the entry of major players like JD.com and Douyin, which are expected to intensify competition and potentially lead to price wars in the hotel booking sector [2][4][33]. Group 1: Market Entry and Competition - Douyin announced a substantial subsidy program to attract users to book hotels, offering discounts starting from 40% in collaboration with various hotel chains [2]. - JD.com has entered the hotel market, aiming to optimize supply chain services and reduce costs for hotel operators, leveraging its extensive user base of over 800 million high-spending customers [4][6]. - The online travel market in China is projected to exceed 1.7 trillion yuan in transaction volume by 2025, indicating a lucrative opportunity that has attracted new entrants [7]. Group 2: Hotel Pricing Trends - The hotel price index shows significant price differences across major online travel agencies (OTAs), with consumers often encountering price discrepancies exceeding 50 yuan when comparing platforms [9][10]. - Data indicates that hotel prices generally trend upward as the booking date approaches, with notable increases observed in various hotel brands from July 20 to August 1 [25][28]. - High-end hotels maintain a relatively stable pricing structure across different OTAs, while economic hotels exhibit more significant price variations [18][24]. Group 3: Consumer Behavior and Preferences - Consumers are increasingly cautious about booking hotels in advance, often preferring flexible options that allow for cancellations in case of price drops [9][25]. - The analysis reveals that high-end hotels are perceived as offering better value during peak seasons, despite price increases, leading consumers to favor them over budget options [32][33]. Group 4: OTA Performance and Financial Metrics - Major OTAs like Ctrip and Tongcheng have reported substantial revenue growth, with Ctrip's revenue increasing by 19.73% and net profit by 72.08% in 2024 [7][8]. - Meituan's local business segment, which includes hotel and travel services, achieved a revenue of 250.2 billion yuan in 2024, reflecting a year-on-year growth of 20.9% [8].

Investment Rating - The report does not explicitly state an investment rating for the hotel industry Core Insights - The hotel industry is experiencing significant trends towards chain operations and branding, with a notable Matthew effect where leading companies consolidate their advantages through scale and efficiency [5][14][16] - Technological innovations are driving the digital and intelligent transformation of the hotel industry, enhancing operational efficiency and consumer experience [5][17] - Market competition is intensifying, and supply-demand imbalances are affecting market expansion, creating new spaces for differentiated competition [5][49] Industry Definition - The hotel industry is defined as a profit-driven sector that provides accommodation and various services, including dining, business, and leisure, through standardized service processes [6][7] Industry Characteristics - The hotel industry is characterized by significant trends towards chain operations and branding, increasing market concentration, and a digital transformation driven by technology [14][15][16] Industry Development History - The development of the hotel industry in China has evolved through several phases, from its origins in the mid-20th century to rapid growth post-reform and the current phase of market consolidation and digital transformation [18][26] Industry Chain Analysis - The hotel industry supply chain includes upstream property developers, hotel supplies and equipment suppliers, and smart hotel solution providers, with the core being various accommodation service providers [27][28] Market Size - The market size of the hotel industry in China reached 11,308.2 billion in 2023, recovering to pre-pandemic levels, with expectations for stable growth from 2025 to 2029 [46][47] Consumer Demand Trends - Consumer demand in the hotel industry is shifting towards sustainability, safety, and quality, driving the industry towards green and mid-to-high-end transformations [44][45] Competitive Landscape - The competitive landscape of the hotel industry is characterized by a tiered structure, with major players like Jin Jiang, Huazhu, and ShouLai dominating the market, while smaller brands struggle to maintain market share [54][55][56]

Group 1 - Three food delivery platforms, Ele.me, Meituan, and JD, were interviewed by the market regulatory authority, emphasizing the need to build a win-win ecosystem for consumers, merchants, delivery riders, and platform companies [2][11] - Since July 5, the discount intensity and order volume on platforms have decreased, with Meituan reporting over 150 million daily orders on July 12, but the promotional efforts have weakened significantly by July 19 [3][12] Group 2 - The bidding prices for the six districts in Yiwu's global trade center have reached new highs, with over 19,000 merchants registered for the second round of bidding for baby products, skincare, and medical beauty products [4][20] - The winning bid prices for toy and skincare products ranged from 134,000 to 138,000 CNY per square meter, indicating a strong demand and competitive bidding environment [4][20] Group 3 - The Hong Kong stock market showed positive performance, with the Hang Seng Index rising by 2.84% and the Hang Seng Technology Index increasing by 5.53% during the week [22][27] - The inflow of southbound funds decreased by 4.496 billion CNY compared to the previous week, indicating a shift in market sentiment [26] Group 4 - The restaurant industry is facing challenges, with companies like Quanjude predicting a significant decline in net profit for the first half of 2025, attributed to weak market demand despite government policies to boost consumption [40] - The hot pot industry is experiencing increased competition, with brands like Xiaobai and Haidilao exploring innovative mechanisms to adapt to market changes [42] Group 5 - The hotel industry is witnessing a significant presence of Chinese companies in the global market, with 21 Chinese hotel groups making it to the top 50 list, reflecting the growing strength of Chinese hotel brands [53] - Jinjiang Hotels reported a projected decline in net profit for the first half of 2025, primarily due to the absence of non-recurring gains seen in the previous year [51][52] Group 6 - The talent market in mainland China is showing cautious optimism, with 60% of respondents expressing a positive outlook, particularly in the electronics and materials sectors [55] - The report highlights the impact of AI on workplace dynamics, with 76% of respondents noting efficiency improvements due to AI integration [55] Group 7 - The IPO of companies like United Power is indicative of the rising trend of family-run businesses in China, with significant growth in revenue and net profit projected [58] - The resumption of exports for domestic GPUs marks a critical moment for the industry, with local manufacturers achieving substantial market validation [59][60]

Financial Performance - In 2024, Jin Jiang Hotels reported operating revenue of 14.063 billion yuan, a year-on-year decrease of 4.00% [2] - The net profit attributable to shareholders was 911 million yuan, down 9.06% compared to the previous year [2] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 539 million yuan, reflecting a significant decrease of 30.32% year-on-year [2] Executive Compensation - CEO Mao Xiao's salary in 2024 was 981,800 yuan, a reduction of 24.06% from 1.218 million yuan in the previous year [2] - Vice President and Secretary of the Board Hu Man's salary in 2024 was 718,100 yuan, which represents an increase of 11.37% compared to the previous year [3]

Core Insights - Jin Jiang Hotels has established a strong growth engine through a diverse brand matrix, positioning itself as the largest hotel group in China and the second largest globally in terms of room count [1] Group 1: Brand Strategy - The brand layout of Jin Jiang Hotels covers the entire market spectrum from economy to high-end, with economy brands like Jin Jiang Inn and 7 Days catering to budget-conscious travelers [1] - Mid-range brands such as Vienna International and Lavande focus on enhancing quality and experience, targeting specific consumer groups with unique themes and services [1] - High-end brands like J and Kunlun offer luxurious facilities and exceptional service, appealing to high-end business and leisure travelers [1] Group 2: Operational Efficiency - The implementation of the "three-in-one" reform has led to the establishment of a "three-platform" support system, optimizing resource allocation across brands, membership, and supply chains [2] - As of the end of 2024, Jin Jiang Hotels has signed contracts for over 17,000 hotels, totaling 1.64 million rooms, with more than 200 million effective members [2] - The company has a widespread domestic presence with 13,416 operational hotels and has expanded its global footprint to 55 countries and regions through acquisitions [2] Group 3: Innovation and Financial Performance - Jin Jiang Hotels is pushing for brand innovation with the "12+3+1" strategy, aiming to create 12 brands with over 1,000 stores each by 2028 and develop three core mid-to-high-end brands [3] - In 2024, the company reported a revenue of 14.063 billion yuan, with domestic hotel business revenue at 9.565 billion yuan and overseas hotel business revenue at 4.256 billion yuan [3] - The proportion of mid-to-high-end hotels has increased, with 60.76% of its stores classified as mid-range or above by the end of 2024 [3] Group 4: Future Prospects - Jin Jiang Hotels has submitted an application for listing on the Hong Kong Stock Exchange, which, if successful, would make it the first hotel group in China to achieve a dual listing [3] - The funds raised from the listing will be used for overseas expansion, digital transformation, loan repayment, and working capital supplementation [3] - The company plans to leverage its brand matrix advantage to deepen its domestic market presence and increase investments in European and Asia-Pacific markets to enhance global competitiveness [3]

Core Viewpoint - Jin Jiang Hotels is accelerating its efforts to become the first hotel company listed in both A-share and H-share markets, despite facing significant challenges in its financial performance and market response [1][2]. Group 1: Company Overview - Jin Jiang Hotels has over 13,000 hotels and nearly 1.3 million rooms, leading the domestic chain hotel industry by a margin of 20.4% and 18.6% in hotel and room numbers compared to its closest competitor, Huazhu Group [1]. - The company is preparing to issue H-shares, with plans to raise funds primarily for expanding overseas operations, repaying bank loans, and supplementing working capital [1]. Group 2: Financial Performance - In 2024, Jin Jiang Hotels reported total revenue of 14.063 billion yuan, a decrease of nearly 600 million yuan compared to 2023, and a net profit of 911 million yuan, marking the first decline since the pandemic [2]. - The company's revenue and net profit are significantly lower than its peers, with Huazhu Group's revenue and net profit being 1.70 times and 3.35 times that of Jin Jiang Hotels, respectively [4]. - In Q1 2025, the company experienced an 8.2% decline in total revenue to 2.909 billion yuan, and a staggering 81% drop in net profit to 36.01 million yuan, resulting in a net profit margin of only 1.8% [6]. Group 3: Operational Challenges - The average daily rate (ADR) for Jin Jiang's limited-service hotels was approximately 240.67 yuan in 2024, a 4.4% decrease year-on-year, with an occupancy rate of 65.4%, which is lower than its competitors [4]. - In Q1 2025, the occupancy rate slightly improved to 60.9%, but the ADR fell to 225.83 yuan, indicating ongoing pricing pressures due to oversupply and weak consumer demand [6]. Group 4: International Operations and Risks - Jin Jiang Hotels has incurred over 300 million euros in losses from its overseas operations over the past five years, primarily due to aggressive acquisitions, including the full acquisition of the Louvre Hotels Group for 12.88 billion euros [7][8]. - The company has provided substantial guarantees for loans to its overseas subsidiaries, with 88.57 billion yuan in total guarantees, representing 57.5% of its net assets, which raises concerns about financial risk [9]. - As of Q1 2025, the company's goodwill reached 11.484 billion yuan, accounting for 73.2% of its net assets, posing a risk of significant impairment if overseas operations do not improve [11].

Group 1 - The outbound tourism market in China is experiencing significant growth, with platforms like Fliggy and Mafengwo reporting increases in bookings and search interest for overseas travel [1] - The China Tourism Research Institute indicates that the outbound tourism market is entering a new period of prosperity, supported by data from the past ten quarters [1] - Jin Jiang Hotels is accelerating its overseas expansion to capitalize on the recovery of outbound tourism, positioning itself as a representative enterprise in the industry [1] Group 2 - Jin Jiang is one of the first Chinese hotel companies to expand internationally, establishing a global hotel operation network across five continents through partnerships and acquisitions [2] - The company has integrated various hotel brands, including Radisson and Louvre Hotels Group, to enhance its competitive edge in the global market [2][3] - Jin Jiang's overseas brand restructuring includes a five-year upgrade plan for Louvre Hotels Group, focusing on improving operational capabilities and optimizing cost structures [3] Group 3 - Southeast Asia remains a top destination for Chinese tourists, prompting Jin Jiang to expand its presence in the region with plans to open over 100 hotels in six Southeast Asian countries within five years [4] - Recent hotel signings include the first Jin Jiang Dujun hotel in Laos and the first Lavande hotel in Malaysia, reflecting the company's commitment to regional growth [4] Group 4 - Jin Jiang is adopting a unified platform approach for its overseas expansion, integrating products, channels, standards, and services to enhance the travel experience for Chinese tourists [6] - The "Jin Jiang Hui" platform, with over 200 million members, offers comprehensive travel services, including hotel bookings and travel arrangements, enhancing customer loyalty and engagement [6] - The platform's member repurchase rate and points redemption rate have seen significant increases, indicating strong customer satisfaction and retention [6] Group 5 - As more Chinese tourists travel abroad, there is a growing demand for familiar, convenient, and predictable lodging experiences, which Jin Jiang aims to provide [7] - The company's international expansion is expected to create collaborative opportunities within the overseas hospitality ecosystem, setting a new standard for Chinese hotel internationalization [7]

Core Viewpoint - Shanghai Jin Jiang International Hotel Co., Ltd. (hereinafter referred to as "Jin Jiang Hotel") has released its 2025 half-year performance forecast, indicating a significant decline in net profit compared to the previous year, primarily due to the absence of non-recurring gains that were present in the same period last year [1][4][5]. Financial Performance Summary - Jin Jiang Hotel expects to achieve a net profit attributable to shareholders of between 360 million to 400 million yuan for the first half of 2025, a decrease of 448 million to 488 million yuan compared to the same period last year, representing a year-on-year decline of 52.81% to 57.53% [1][4]. - The company anticipates a net profit attributable to shareholders after deducting non-recurring gains of between 390 million to 410 million yuan, which would show a slight increase of 1.48 million to 21.48 million yuan, or a year-on-year growth of 0.38% to 5.53% [1][4]. - In the first half of 2024, the company reported a total profit of 1.255 billion yuan and a net profit attributable to shareholders of 848 million yuan [4]. Reasons for Performance Change - The primary reason for the expected decrease in net profit is the lack of similar non-recurring gains in the first half of 2025, as the previous year included a tax-adjusted non-recurring gain of 459 million yuan from the sale of a subsidiary and strategic exits from several properties [4][5]. - In the first quarter of 2025, Jin Jiang Hotel's revenue was approximately 2.942 billion yuan, a year-on-year decrease of 8.25%, and the net profit attributable to shareholders was about 36.01 million yuan, down 81.03% year-on-year [5]. Strategic Focus and Future Outlook - Jin Jiang Hotel is focusing on divesting non-core assets to concentrate resources on hotel operations and brand development, which is expected to enhance long-term profitability [5]. - The company is committed to improving hotel operational efficiency, management efficiency, and upgrading its membership system to enhance service quality and expand into lower-tier markets [5]. - Jin Jiang Hotel has submitted an IPO application to the Hong Kong Stock Exchange, aiming to become the first hotel company listed in both A-share and H-share markets [5][7]. Use of IPO Proceeds - The funds raised from the IPO will be allocated to capital expenditures to strengthen overseas hotel operations, digital transformation, repayment of high-interest bank loans, and general corporate purposes [7]. - The company is integrating its global hotel internet platform, procurement platform, and shared services platform to enhance operational management and improve efficiency [7].