Core Viewpoint - Shanghai Jin Jiang International Hotels Co., Ltd. reported a decline in revenue and net profit for the year 2024, indicating challenges in the hotel industry, particularly in limited-service hotels, while full-service hotel segments showed growth in revenue and profit [6][7]. Financial Performance - The company achieved a consolidated revenue of RMB 14,062.98 million in 2024, a decrease of 4% compared to the previous year [6]. - The net profit attributable to shareholders was RMB 539.49 million, down 30.32% year-on-year [6][7]. - The total assets as of December 31, 2024, were RMB 46,109.97 million, reflecting an 8.85% decrease from the previous year [6]. - The company’s total liabilities decreased by 8.42% to RMB 30,427.46 million [6]. Business Segments - The hotel business generated a revenue of RMB 13,820.99 million, a decline of 4.02% year-on-year, while the operating profit increased by 2.3% [7][8]. - Full-service hotels reported a revenue increase of 49.57% to RMB 238.31 million, with a net profit growth of 82.36% [8][10]. - Limited-service hotels experienced a revenue decline of 4.62%, with a net profit increase of 1.43% [8]. Operational Metrics - The company opened 1,515 new hotels and closed 519, resulting in a net increase of 968 hotels, bringing the total to 13,416 hotels with 1,290,988 rooms [9][10]. - The revenue from management fees in full-service hotels rose by 68.14% to RMB 17.75 million [10]. - The revenue from ongoing franchise and service income in limited-service hotels increased by 2.46% to RMB 479.71 million [10]. Market Presence - The company operates hotels across 31 provinces and regions in mainland China and has a presence in 55 countries and regions internationally [10][11]. - As of December 31, 2024, the company had signed contracts for a total of 17,391 hotels, with a room capacity of 1,642,506 [9][11].

Core Opinion - KPMG Huazhen LLP issued an audit report for Shanghai Jin Jiang International Hotel Co., Ltd, concluding that the financial statements fairly reflect the company's financial position and operating results for the year ending December 31, 2024, in accordance with the Chinese accounting standards [1][2]. Audit Opinion - The audit opinion states that the financial statements are prepared in accordance with the Ministry of Finance's accounting standards and provide a true and fair view of the company's financial status as of December 31, 2024 [1][2]. Key Audit Matters - The key audit matter identified is the impairment of goodwill and indefinite-lived intangible assets, with a recorded goodwill value of RMB 6,059,106,205.67 [1][2]. - The audit procedures included evaluating internal controls related to the impairment assessment, assessing management's identification of asset groups, and comparing the carrying amount of asset groups with their recoverable amounts [1][2]. - Management's estimates regarding future cash flows and key assumptions such as revenue growth rates and discount rates were critically evaluated [1][2]. Other Information - Management is responsible for other information included in the annual report, which is not covered by the audit opinion [3]. - The auditors have no significant inconsistencies to report regarding the other information in relation to the financial statements [3]. Management and Governance Responsibilities - Management is responsible for preparing financial statements that reflect a true and fair view and for maintaining necessary internal controls to prevent material misstatements due to fraud or error [3][4]. - The governance body oversees the financial reporting process [3][4]. Company Overview - Shanghai Jin Jiang International Hotel Co., Ltd was established on June 9, 1993, and is primarily engaged in full-service and limited-service hotel operations and management, as well as food and beverage services [5][6]. - The company is listed on the Shanghai Stock Exchange and has undergone several capital increases and stock issuances since its establishment [5][6][7].

Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to various public opinions and mitigate their impact on stock prices and business reputation [2][3]. Group 1: General Principles - The public opinion management system aims to protect the legitimate rights and interests of all shareholders, especially minority investors, by addressing the impact of public opinions on the company's operations [2]. - Public opinion includes media reports, rumors, and information that may affect investor sentiment and cause abnormal stock price fluctuations [2][3]. Group 2: Organizational Structure and Responsibilities - The company has formed a public opinion management working group led by the chairman, with the board secretary as the deputy leader, comprising senior management and relevant department heads [3]. - The working group is responsible for decision-making, assessing the impact of public opinions, coordinating external communications, and reporting to regulatory authorities [3][4]. Group 3: Information Collection and Reporting - The company’s board secretary office is tasked with collecting and analyzing significant public opinion information, monitoring stock price changes, and reporting to the board secretary [4][5]. - Other departments and subsidiaries must cooperate in collecting public opinion information and report any findings promptly and accurately [4][5]. Group 4: Handling Principles and Measures - The company emphasizes quick response, coordinated communication, and proactive engagement in managing public opinions [5][6]. - Major public opinions require the working group to convene and decide on appropriate measures, including issuing clarifying announcements if necessary [6][7]. Group 5: Accountability and Legal Compliance - Employees and consultants are obligated to maintain confidentiality regarding undisclosed significant information, with violations subject to disciplinary actions [8][9]. - The company reserves the right to pursue legal action against those who disseminate false or misleading information that harms its reputation or financial standing [8][9].

Group 1 - The internal control audit report for Shanghai Jin Jiang International Hotel Co., Ltd. was conducted by KPMG Huazhen LLP, focusing on the effectiveness of internal controls as of December 31, 2024 [1][2] - The responsibility for establishing and implementing effective internal controls lies with the board of directors of Jin Jiang Hotel, as per the relevant regulations [1] - KPMG Huazhen LLP's role is to provide an audit opinion on the effectiveness of internal controls related to financial reporting and disclose any significant deficiencies noted [2] Group 2 - The inherent limitations of internal controls mean that they may not prevent or detect misstatements, and changes in circumstances can render controls inappropriate [2] - The audit report emphasizes the need for ongoing evaluation of internal controls to ensure their effectiveness over time [2]

Core Viewpoint - The independent director of Shanghai Jin Jiang International Hotel Co., Ltd. has diligently fulfilled his responsibilities, actively participating in board decisions and enhancing corporate governance to protect the interests of all shareholders, especially minority shareholders [1][23]. Group 1: Independent Director's Basic Information - The independent director, Liu Jiuping, has a diverse professional background, including roles in various technology and management positions in both domestic and international companies [1]. - Liu Jiuping currently holds multiple positions, including President of Shanghai Big Data Co., Ltd. and Director of Shanghai Digital Governance Research Institute [1]. Group 2: Independence and Participation - Liu Jiuping meets the independence requirements set forth by relevant regulations and has no relationships that could impair his objective judgment [2]. - During the reporting period, the company held 13 board meetings and 2 shareholder meetings, with Liu Jiuping attending all board meetings and participating actively in discussions [3][4]. Group 3: Committee Involvement - Liu Jiuping serves on the Nomination Committee and the Compensation and Assessment Committee, contributing to the oversight of these areas [5][6]. - He attended all four independent director meetings and actively participated in the discussions of the Audit, Risk Control and Compliance Committee, and other committees [5][6]. Group 4: Communication and Training - Liu Jiuping engaged in extensive communication with the management and external auditors regarding key financial matters, ensuring a thorough understanding of the company's operations and financial status [8][10]. - He participated in various training sessions to enhance his knowledge of corporate governance and compliance, including updates on the Company Law and anti-fraud measures [12]. Group 5: Key Focus Areas - Liu Jiuping closely monitored related party transactions, ensuring compliance with regulations and protecting the interests of minority shareholders [13][14]. - He reviewed the company's financial reports and internal control evaluations, confirming their accuracy and compliance with accounting standards [16][17]. Group 6: Financial and Governance Oversight - The company appointed KPMG Huazhen as the new auditor after 13 years with Deloitte, ensuring compliance with regulations regarding auditor rotation [17]. - Liu Jiuping supported the implementation of a new stock incentive plan aimed at aligning the interests of management with long-term company performance [19]. Group 7: Shareholder Returns - The company distributed cash dividends of RMB 5.00 per share for the 2023 fiscal year, totaling approximately RMB 535 million, which represents 53.41% of the net profit attributable to shareholders [20]. - The company also announced a mid-year dividend of RMB 1.20 per share for 2024, reflecting a commitment to shareholder returns [20]. Group 8: Overall Evaluation - Liu Jiuping has effectively fulfilled his role as an independent director, ensuring compliance with laws and regulations while advocating for the rights of minority shareholders [23].

Fundraising Overview - The company raised a total of RMB 4,999,999,985.80 through a non-public offering of 112,107,623 shares at RMB 44.60 per share, with funds fully received by March 9, 2021 [1] - As of December 31, 2024, the company has used RMB 297,570.86 million of the raised funds, with a remaining balance of RMB 231,405.42 million, including interest income of RMB 31,123.17 million [2][7] Fund Management - The company has established a fundraising management policy to ensure that all funds are stored in dedicated accounts and used strictly for their intended purposes, following relevant regulations [3] - Multiple tripartite supervision agreements have been signed with various banks to manage the dedicated accounts for the raised funds [4][5] Fund Usage - The company has not used idle funds for temporary working capital or invested idle funds in financial products [9][10] - There are no instances of using excess funds for working capital or repaying bank loans, and no surplus funds have been reported [11][12] Project Changes - The company has changed the use of part of the raised funds to acquire a 25% stake in WeHotel, with a total of RMB 32,700.00 million allocated for this purpose [15] - The decision to change the project funding was made to enhance operational efficiency and align with the company's strategic goals [24][25] Compliance and Audit - The company has complied with all regulations regarding the management and use of raised funds, with no violations reported [16] - KPMG Huazhen has issued a verification report confirming that the company's fundraising and usage reports accurately reflect the situation [17][18] Sponsor's Opinion - The sponsor has confirmed that the company's fundraising and usage practices comply with regulatory requirements, with a recommendation to address the judicial seizure of funds promptly [19]

Core Points - The Shanghai Jin Jiang International Hotel Company held its 20th meeting of the 10th Supervisory Board on March 31, 2025, where all three supervisors attended, confirming compliance with legal and procedural requirements [1] - The Supervisory Board approved the 2024 annual report and its summary, affirming that the report's preparation and review processes met all relevant regulations [2] - The Supervisory Board also approved the 2024 financial settlement report and the internal control self-evaluation report, with unanimous agreement [2][3] - The board reviewed the execution of related party transactions for 2024 and proposed transactions for 2025, confirming compliance with legal requirements and proper decision-making processes [3] - A special report on the use of raised funds was approved, indicating that the funds were stored and used according to regulations, with no violations found [3][4] - The board agreed to continue financial services with Jin Jiang International Group Financial Co., emphasizing the efficiency and effectiveness of the services provided [4] - A change in accounting policies was approved, deemed compliant with regulations and not detrimental to the company's financial status [4] - The board approved the provision for asset impairment and credit impairment losses, confirming the legality and adequacy of the procedures followed [4] - The matter of purchasing directors and officers liability insurance will be submitted to the shareholders' meeting for approval, with all supervisors abstaining from voting on this issue [5]

Core Viewpoint - The company has announced a profit distribution plan for the fiscal year 2024, proposing a cash dividend of RMB 0.38 per share, which is subject to shareholder approval [1][6]. Profit Distribution Plan - The net profit for the fiscal year 2024 is reported at RMB 1,432,361,255.92, with a total distributable profit of RMB 4,592,138,470.33 at year-end [2]. - The total cash dividend to be distributed amounts to RMB 533,315,042.70, representing 3.46% of the net assets attributable to shareholders [2]. - The cash dividend distribution is based on a total share count of 1,068,078,303 shares, with a distribution of RMB 3.80 per 10 shares [2]. Future Dividend Plans - The company plans to seek authorization from the shareholders to potentially increase the mid-term dividend for the first half of 2025, contingent on meeting cash dividend conditions and not affecting normal operations [3][4]. Historical Dividend Data - The total cash dividends distributed over the last three fiscal years amount to RMB 1,132,539,717.98, with the most recent year's cash dividend being RMB 533,315,042.70 [5]. - The average net profit over the last three fiscal years is reported at RMB 675,421,133.71 [5]. Decision-Making Process - The profit distribution plan has been approved by the company's board of directors and will be submitted for shareholder approval at the upcoming annual meeting [6].

Core Viewpoint - The announcement details the daily related transactions of Shanghai Jin Jiang International Hotel Co., Ltd., emphasizing that these transactions are normal business operations priced at market rates and do not significantly depend on related parties, ensuring no adverse impact on the company's ongoing operations [1][2]. Summary by Sections Daily Related Transactions Review - The board of directors approved the proposal regarding the execution of daily related transactions for 2024 and the anticipated transactions for 2025, with three directors from Jin Jiang International Group abstaining from the vote due to their association [1][2]. - Independent directors unanimously agreed to submit the proposal to the board, stating that the transactions align with the company's development needs and adhere to principles of openness, fairness, and justice [2]. 2024 Daily Related Transactions Execution - The company engaged in various related transactions, including procurement of goods and services, with actual amounts differing from estimates due to market conditions and operational needs [3][4]. - Specific transactions included: - Procurement of hotel supplies and food, with an estimated amount of 2,000 million RMB and actual spending of 157 million RMB [4]. - Management service expenses totaling 9,500 million RMB, with actual expenses of 9,033 million RMB [4]. - Labor remuneration and social insurance fees amounting to 10,000 million RMB, with actual costs of 6,322 million RMB [4][5]. 2025 Expected Daily Related Transactions - The company anticipates various related transactions for 2025, including: - Procurement of goods and services, with expected amounts for various categories such as hotel supplies and management services [6][7]. - Estimated amounts for technical service fees and other income sources, with significant variances noted from previous years [7][8]. Leasing and Financial Transactions - The company has outlined expected leasing income and expenses, with anticipated leasing income of 1,000 million RMB and expenses of 23,000 million RMB for 2025 [8][9]. - Financial transactions include interest income and expenses related to deposits and loans with Jin Jiang Financial Company, both estimated at 10,000 million RMB [9][10]. Related Party Relationships - Jin Jiang International Group is identified as the controlling shareholder of Jin Jiang Capital, which in turn is the controlling shareholder of the company [9][10]. - The company engages in various operational collaborations with related parties to enhance brand influence and operational efficiency, particularly in the hotel management sector [10][11]. Impact and Purpose of Related Transactions - The related transactions are designed to support the company's operational needs and enhance brand visibility, particularly for new mid-range hotel brands and international collaborations [11][12]. - The company emphasizes that these transactions do not adversely affect its financial status or ongoing operations, aligning with the overall interests of the company and its shareholders [12].

Overview - The company signed a financial service framework agreement with Jinjiang Finance Company to continue receiving financial services until June 30, 2028 [1][6] Related Transactions - The agreement constitutes a related party transaction as both the company and Jinjiang Finance are controlled by Jinjiang International Group [1][4] - As of March 31, 2025, the company had a loan balance of 1,192.91 million RMB and a deposit balance of 3,465.13 million RMB with Jinjiang Finance [1] Financial Institution Details - Jinjiang Finance Company was established in October 1997 with a registered capital of 1 billion RMB and is a non-bank financial institution [2] - The company holds 85.50% of Jinjiang Finance, while Jinjiang International Group holds 9.50% and Shanghai Jinjiang Hotel Co., Ltd. holds 5% [2] Financial Data - As of December 31, 2024, Jinjiang Finance reported total assets of 11,369.66 million RMB, equity of 1,637.52 million RMB, and a net profit of 52.07 million RMB [3] Service Details - Jinjiang Finance will provide various financial services, ensuring that interest rates and fees are not higher than those charged by domestic commercial banks [5][9] - The maximum daily loan balance is capped at 6.7 billion RMB, and the maximum daily deposit balance is capped at 5 billion RMB [5] Purpose and Impact - The agreement allows the company to better monitor and allocate funds, benefiting from Jinjiang Finance's understanding of its operations and providing quicker services compared to other banks [7][9] Approval Process - The agreement was approved by the company's board and will be submitted for shareholder approval, with related shareholders abstaining from voting [4][8]