北京市金杜律师事务所上海分所 北京市金杜律师事务所上海分所（以下简称本所）受上海锦江国际酒店股份有 限公司（以下简称公司或上市公司或锦江酒店）委托，作为公司 2024 年限制性股 票激励计划（以下简称本计划）的专项法律顾问，根据《中华人民共和国公司法》 （以下简称《公司法》）、《中华人民共和国证券法》（以下简称《证券法》）、《上市 公司股权激励管理办法》（2025 修正）（以下简称《管理办法》）1、国务院国有资产 监督管理委员会和财政部《国有控股上市公司（境内）实施股权激励试行办法》等 法律、行政法规、部门规章及规范性文件（以下简称法律法规）和《上海锦江国际 酒店股份有限公司章程》（以下简称《公司章程》）及《上海锦江国际酒店股份有限 公司 2024 年限制性股票激励计划（草案）》（以下简称《激励计划》）的有关规定， 就公司本次回购注销部分已授予限制性股票（以下简称"本次回购注销"）所涉及 的相关事宜出具本法律意见书。 为出具本法律意见书，本所依据《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）》等有关规定，收集了相关证据材料， 查阅了按规定需要查阅的文件以及本所认为必须查阅的 ...

Core Viewpoint - The article discusses various companies' international expansion efforts and strategic investments, highlighting trends in global market entry and the impact of geopolitical factors on business decisions [6][10][12]. Group 1: Company Expansion and Market Entry - Luckin Coffee has opened its first two stores in the United States, with drink prices ranging from $3.45 (approximately 24.71 yuan) to $7.95 (approximately 56.94 yuan), indicating a strategic move to enhance brand recognition in a competitive market [9]. - BYD has postponed its plan to build a large factory in Mexico due to geopolitical tensions and uncertainties stemming from U.S. trade policies, although it remains interested in expanding in the Americas [6][10]. - Jin Jiang International Hotel has submitted its IPO application to the Hong Kong Stock Exchange, aiming to raise funds primarily for overseas hotel business expansion, with 1,171 hotels planned abroad by the end of 2024 [10]. Group 2: Technological and E-commerce Developments - TikTok has launched TikTok Shop in Japan, allowing users to buy and sell products directly within the app, enhancing its e-commerce capabilities [6]. - Alibaba Cloud plans to establish its first global AI capability center and expand its data centers in Malaysia and the Philippines, aiming to meet growing cloud computing and AI demands [13]. Group 3: Investment and Financing Activities - Zhihui Technology has secured a strategic investment of 1 billion yuan from Pudong Venture Capital and Zhangjiang Group, focusing on building new AI infrastructure [15]. - Jingdong Industrial Development has signed a cooperation agreement with Abu Dhabi Airport Free Zone to develop a smart logistics hub, marking its first self-built project in the Middle East [6].

Group 1: Company Developments - Luckin Coffee has opened its first two stores in the United States, with drink prices ranging from $3.45 (approximately ¥24.71) to $7.95 (approximately ¥56.94) [3] - BYD has suspended its plan to build a large factory in Mexico due to geopolitical tensions and uncertainties from U.S. trade policies, although it still aims to expand in the Americas [3] - Jin Jiang International Hotel has submitted its IPO application to the Hong Kong Stock Exchange, with plans to use the funds for capital expenditures to enhance its overseas hotel business [4] - TikTok has launched an in-app shopping feature in Japan, allowing users to buy products directly through shopping videos and live streams [4] - Genki Forest has entered the Indonesian market with its iced tea series, expanding its global footprint [7] Group 2: Industry Trends - The Ministry of Commerce of China will strengthen guidance on the export of used cars to promote healthy and orderly development in this sector [8] - Former U.S. President Trump announced that new tariffs will begin on August 1, with rates potentially ranging from 10% to 70% [9] - Hong Kong's IPO fundraising has ranked first globally this year, reflecting strong market dynamics [9] - Saudi Arabia's foreign direct investment inflow reached $6.4 billion in the first quarter, marking a 24% year-on-year increase [9] Group 3: Investment and Financing - Zhihui Technology has secured a strategic investment of 1 billion yuan from Pudong Venture Capital and Zhangjiang Group [10] - Shinke Industrial has completed a financing round exceeding 100 million yuan, aimed at technology upgrades and international expansion [10] - Lingchuan Technology has raised several hundred million yuan in its Series A financing round, focusing on next-generation chip development [10]

Core Viewpoint - Jinjiang Hotels plans to list on the Hong Kong Stock Exchange, aiming to become the first "A+H" hotel chain group, but faces challenges in attracting investment due to a significant decline in its A-share market performance [2][11]. Company Overview - Established in 1993 in Shanghai, Jinjiang Hotels is a multinational hotel group with over 13,000 hotels globally, making it the largest hotel group by number of hotels [3]. - The company operates nine hotel brands, with four exceeding 1,000 hotels, covering various market segments from economy to mid-high end [3]. - By the end of 2024, Jinjiang Hotels is projected to have 13,400 hotels and approximately 1.29 million rooms, maintaining a 13.0% market share in China's hotel market for nine consecutive years [3]. Financial Performance - In 2024, Jinjiang Hotels expects revenue of 14.06 billion RMB, a 4% decrease year-on-year, and a net profit of 1.14 billion RMB, down 10.4% [4]. - Despite the revenue decline, the company plans to distribute over 660 million RMB in dividends for 2024, a significant increase from 64 million RMB in 2023 [4]. Market Conditions - The hotel industry is experiencing oversupply, leading to intensified competition and price wars, particularly in the mid to low-end segments [5]. - Jinjiang Hotels' occupancy rate for 2024 is projected at 65.2%, a slight decline from the previous year, with average daily room rates dropping by 11.3 RMB to 244.3 RMB [5][6]. International Expansion - Jinjiang Hotels has pursued a global strategy, acquiring several hotel groups to expand its brand portfolio and international presence [8]. - In 2024, revenue from international markets reached 4.26 billion RMB, accounting for 30.3% of total revenue, although this segment also faced a slight decline [9]. Challenges Ahead - The company faces dual challenges: navigating the cyclical nature of the hotel industry and addressing the complexities of international operations [11]. - The success of its upcoming IPO and future growth will depend on balancing scale advantages with operational quality in a competitive market [11].

Core Viewpoint - Shanghai Jin Jiang International Hotel Co., Ltd. has submitted its listing application to the Hong Kong Stock Exchange, aiming to become the first hotel group in China to achieve a dual listing in both A-shares and H-shares [1] Group 1: Company Overview - As of December 31, 2024, Jin Jiang Hotel operates 13,416 hotels with a total of 1.29 million rooms, covering a full range of hotel categories from economy to high-end [1] - The IPO proceeds will primarily focus on expanding and optimizing overseas operations, including new hotel openings, renovations, service quality improvements, and IT infrastructure upgrades [1] Group 2: Overseas Expansion - Jin Jiang Hotel began its overseas expansion in 2015 with the acquisition of the Louvre Hotels Group in France, followed by the inclusion of the Plateno Group and Radisson Hotel Group, expanding its footprint to Europe, Asia, Africa, and America [2] - By the end of 2024, Jin Jiang Hotel has established 1,171 hotels abroad, with 773 located in France, 128 in other European countries, and 270 in Asia (excluding China), Africa, and America [2] - The RevPAR for overseas limited-service hotels is projected to reach 112.27% of 2019 levels in 2024, reflecting a 0.35% increase from 2023 [2] Group 3: Domestic Market Strategy - Jin Jiang Hotel anticipates revenue of 14.3 billion to 15 billion yuan in 2025, representing a year-on-year growth of 2% to 7%, with a 5% to 10% increase expected in mainland China [2] - The company plans to open 1,300 new hotels and sign contracts for 2,000 hotels in 2025, implementing a differentiated expansion strategy based on the "12+3+1" framework [2] Group 4: Infrastructure and Market Growth - Jin Jiang Hotel is actively improving infrastructure to boost hotel business growth in Europe, the Middle East, and Africa through new hotel openings and renovations [3] - The company is targeting high-growth markets in the Asia-Pacific region, including India, Indonesia, Malaysia, and Thailand, with plans for rapid expansion through both organic growth and strategic acquisitions [3] - The partnership with Malaysian hotel management group RIYAZ marks a significant step in Jin Jiang's Southeast Asia strategy, with plans to introduce multiple brands into the region [3]

Core Viewpoint - The Hong Kong stock market has been performing well, prompting leading companies in various sectors, including the hotel industry, to accelerate their IPOs in Hong Kong, with Jin Jiang International Hotel Group aiming to become the first "A+H" dual-listed hotel group in China [2][3]. Industry Overview - The hotel industry is experiencing a dichotomy, with continuous expansion in scale but declining profitability. As of the end of 2024, China's accommodation facilities are projected to reach approximately 570,000, with a total room count of about 19.27 million, reflecting a 9% growth in hotel facilities and a 7% growth in room numbers [3]. - Despite the increase in hotel numbers, demand has not kept pace, leading to a supply-demand imbalance. Domestic travel is expected to reach 5.615 billion trips in 2024, a 14.8% increase year-on-year, but still only 93.49% of the 2019 level [3]. - The hotel industry is facing a decline in key operational metrics, with occupancy rates dropping to 58.8% (down 2.5% year-on-year) and average room prices decreasing by 5.8% to 200 yuan [3]. Company Performance - Jin Jiang Hotel reported a revenue decline of 4% to 14.063 billion yuan in 2024, with net profit decreasing by 9.06% to 911 million yuan. The RevPAR for Jin Jiang's full-service hotels saw a significant drop of 10.8% [4][10]. - The company operates 13,416 hotels with a total of 1,290,988 rooms, making it the largest hotel group in China and the second largest globally by room count [8][9]. Strategic Intent of IPO - The primary goals of Jin Jiang's IPO in Hong Kong include optimizing capital structure and reducing financial leverage by replacing high-interest debt with equity financing, thereby improving profit margins and balance sheet health [5]. - The IPO aims to deepen internationalization strategies, enhancing the company's recognition among global investors and facilitating future overseas acquisitions [5]. - The company seeks to improve its equity structure by attracting a more diverse range of international investors, enhancing liquidity and flexibility for future capital operations [5]. Challenges and Opportunities - The hotel industry is currently facing significant challenges, including supply-demand imbalances and price wars, which are unlikely to be resolved in the short term. This environment has made investors more cautious about hotel sector investments [7]. - Jin Jiang Hotel's performance in the domestic market has been under pressure, with revenue and profit declines expected to continue into 2025 [10]. - The company has faced difficulties in its overseas expansion, particularly in Southeast Asia, where cultural differences have hindered effective management and resource integration [12]. Market Reception - The market's response to Jin Jiang's IPO remains uncertain, with concerns about whether the company can effectively address its existing issues and enhance its competitiveness post-listing [6][13]. - The company's stock performance in the A-share market has been lackluster, with a current price of 22.21 yuan and a TTM P/E ratio of 31.35, indicating cautious market sentiment [13][14].

Core Insights - The hotel industry is experiencing intense competition, making precise and forward-looking regional strategies essential for sustainable development [1] - Jinjiang Hotels (China) is implementing a strategy of "refining headquarters, strengthening regions, and solidifying provinces," optimizing resource allocation through meticulous management [1][2] - The company has significantly increased its market share by focusing on economically developed areas and tourist hotspots, laying a solid foundation for stable market capitalization growth [1] Resource Optimization - The implementation of the "refining headquarters, strengthening regions, and solidifying provinces" strategy is crucial for optimizing resource allocation [2] - At the headquarters level, Jinjiang Hotels has streamlined management processes and enhanced strategic planning functions, improving decision-making efficiency and resource allocation capabilities [2] - The company has consolidated its ten original regions into six major regions, allowing for greater autonomy and innovation at the regional level, which enhances market share and brand influence [2][3] Regional Strategy Customization - Jinjiang Hotels tailors differentiated strategies based on regional market characteristics, which is key to its success in deepening regional operations [4] - In economically developed areas like the Yangtze River Delta and Pearl River Delta, the company is increasing its presence in mid-to-high-end hotel brands to meet strong business travel demand [4] - In tourist hotspots such as Yunnan and Xinjiang, Jinjiang Hotels focuses on creating unique resort hotels that incorporate local cultural elements, enhancing the overall guest experience [4] Performance and Future Outlook - The regional deepening strategy has allowed Jinjiang Hotels to establish a strong foothold in key markets, driving significant market capitalization growth [5] - During the recent May Day holiday, the company reported nearly 8.9 million guests, a 13% increase from the previous year, with a record high occupancy rate across nearly 10,000 hotels [5] - Looking ahead, Jinjiang Hotels plans to continue refining its regional development strategy, optimizing its layout, and enhancing service quality to meet diverse consumer needs [6]

Core Viewpoint - Jin Jiang Hotels is set to become the first hotel group in China to be listed on both the A-share and Hong Kong stock markets, aiming to raise funds primarily for overseas expansion and digital transformation [1][2]. Group 1: Company Overview - Jin Jiang Hotels is the largest hotel group in China and globally by the number of operating hotels, and the second largest globally by the number of guest rooms [1]. - The number of operating guest rooms increased from 1.1198 million as of December 31, 2022, to 1.1907 million as of December 31, 2023, with a projected increase to 1.291 million by December 31, 2024, reflecting a compound annual growth rate of 7.4% [1]. Group 2: International Expansion Strategy - The company plans to enhance its infrastructure to promote growth in the Europe, Middle East, and Africa markets, including opening new hotels and renovating existing ones [2]. - Jin Jiang Hotels aims to penetrate high-growth Asia-Pacific markets such as India, Indonesia, Malaysia, and Thailand, expanding its hotel management teams and increasing hotel numbers through organic growth and strategic acquisitions [2][3]. Group 3: Financial Performance - The company's revenue for 2022, 2023, and 2024 was RMB 11.31 billion, RMB 14.65 billion, and RMB 14.06 billion, respectively, with net profits of RMB 126.6 million, RMB 1.002 billion, and RMB 911 million [5]. - In the first quarter of 2025, net profit dropped to RMB 36.01 million, a year-on-year decline of 81% [5]. Group 4: Debt Management and Recovery - The company's debt ratio decreased from 138.15% as of December 31, 2023, to 133.43% as of December 31, 2024, due to loan repayments [4]. - The RevPAR (Revenue Per Available Room) for overseas limited-service hotels reached 112.27% of 2019 levels in 2024, indicating a recovery in international operations [4].

证券代码：600754/900934 证券简称：锦江酒店/锦江B股 公告编号：2025-037 上海锦江国际酒店股份有限公司 关于使用暂时闲置募集资金进行现金管理的进展公告 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。 重要内容提示： ● 现金管理受托方：中国建设银行股份有限公司上海浦东分行、上海浦东发展银行股份有限公司闸北支 行（以下简称"建设银行浦东分行"、"浦发银行闸北支行"） ● 履行的审议程序：上海锦江国际酒店股份有限公司（以下简称"锦江酒店"、"公司"或"本公司"）于 2025年6月30日召开公司第十一届董事会第二次会议，审议通过了《关于使用部分闲置募集资金进行现 金管理的议案》，同意公司自董事会审议通过之日起12个月内使用不超过190,000.00万元暂时闲置募集 资金进行现金管理，在前述额度和期限内，资金可循环滚动使用，单个产品的持有期限不超过12个月。 具体内容详见公司于2025年7月1日在上海证券交易所网站(www.sse.com.cn)披露的《上海锦江国际酒店 股份有限公司关于使用部分闲置募集资金进行现 ...

证券代码：600754/900934 证券简称：锦江酒店/锦江B股 公告编号：2025-037 上海锦江国际酒店股份有限公司 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： 现金管理受托方：中国建设银行股份有限公司上海浦东分行、上海浦东发 展银行股份有限公司闸北支行（以下简称"建设银行浦东分行"、"浦发银行闸北 支行"） 本次现金管理金额：190,000.00 万元人民币 现金管理产品名称：定期存款 现金管理期限：三个月、六个月 在确保不影响公司募集资金使用和保证募集资金安全的前提下，公司合理使 用闲置的募集资金进行现金管理，可有效降低募集资金闲置成本，提升募集资金 的保值增值能力，以更好地实现公司现金的保值增值，保障公司股东的利益。 关于使用暂时闲置募集资金进行现金管理的进展公告 履行的审议程序：上海锦江国际酒店股份有限公司（以下简称"锦江酒店"、 "公司"或"本公司"）于 2025 年 6 月 30 日召开公司第十一届董事会第二次会议， 审议通过了《关于使用部分闲置募集资金进行现金管理的议案》，同意公司自董 ...