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].

证券代码：600754/900934 证券简称：锦江酒店/锦江B股 公告编号：2025-006 上海锦江国际酒店股份有限公司 日常关联交易公告 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： ? 是否需要提交股东大会：是 ? 日常关联交易为公司正常经营行为，以市场价格为定价标准，未对关联方 形成较大的依赖，不会对公司的持续经营能力产生不良影响。 一、日常关联交易履行的审议程序 上海锦江国际酒店股份有限公司（以下简称"本公司"或"公司"）第十届董 事会第三十八次会议审议通过了《关于 2024 年度日常关联交易执行情况及 2025 年度拟发生关联交易的议案》，因上海锦江资本有限公司（以下简称"锦江资本"） 系本公司控股股东，锦江国际（集团）有限公司（以下简称"锦江国际集团"）系 本公司实际控制人，该等交易属关联交易。根据《上海证券交易所股票上市规则》 规定，在锦江国际集团任职的本公司 3 名董事回避表决。 本公司独立董事 2025 年第二次专门会议审议了《关于 2024 年度日常关联交 易执行情况及 2025 年度 ...

关于签订《金融服务框架协议》的关联交易公告 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： 一、关联交易概述 本公司与锦江财务公司于 2022 年 4 月 29 日签订了《金融服务框架协议》，根 据该等协议，锦江财务公司向本公司提供金融服务的期限将于 2025 年 6 月 30 日 期满。本公司于 2025 年 3 月 31 日与锦江财务公司签订《金融服务框架协议》，继 续由锦江财务公司为本公司提供金融服务。 证券代码：600754/900934 证券简称：锦江酒店/锦江B股 公告编号：2025-008 上海锦江国际酒店股份有限公司 锦江财务公司与本公司受锦江资本控制且受同一最终控制方锦江国际（集团） 有限公司（以下简称"锦江国际集团"）控制；本次交易构成关联交易，不构成《上 市公司重大资产重组管理办法》规定的重大资产重组。截至 2025 年 3 月 31 日， 公司在锦江财务公司的贷款余额为 119,290.50 万元、存款余额为 346,513.12 万元。 二、交易方介绍 锦江国际集团财务有限责任公司是经 ...

关于上海锦江国际酒店股份有限公司 贷款等金融业务汇总表的专项说明 KPMG Huazhen LLP 毕马威华振会计师事务所 Oriental Plaza 中国北京 Beijing 100738 东方广场毕马威大楼 8 层 China 邮政编码:100738 Telephone +86 (10) 8508 5000 电话 +86 (10) 8508 5000 Fax +86 (10) 8518 5111 传真 +86 (10) 8518 5111 Internet kpmg.com/cn 网址 kpmg.com/cn 关于上海锦江国际酒店股份有限公司 毕马威华振专字第 2501089 号 上海锦江国际酒店股份有限公司董事会： 我们接受委托，按照中国注册会计师审计准则审计了上海锦江国际酒店股份有限公司 (以 下简称"锦江酒店") 2024 年度的财务报表，包括 2024 年 12 月 31 日的合并及母公司资产负债 表，2024 年度的合并及母公司利润表、合并及母公司现金流量表、合并及母公司股东权益变 动表以及相关财务报表附注，并于 2025 年 3 月 31 日签发了标准无保留意见的审计报告。 根据上海证券交易 ...