证券代码：600754/900934 证券简称：锦江酒店/锦江B股 公告编号：2023-028 上海锦江国际酒店股份有限公司 2023 年半年度募集资金存放与实际使用情况 的专项报告 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。 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"）董事会根据中国证券监督管理委员会《上市公司监管指引第 2 号——上 市公司募集资金管理和使用的监管要求》（2022 年修订）及《上海证券交易所上市 公司自律监管指引第 1 号——规范运作》的规定，编制了截至 2023 年 6 月 30 日 止非公开发行 A 股股票募集资金存放与实际使用情况的专项报告（以下简称"募 集资金存放与实际使用情况报告"）。现将截至 2023 年 6 月 30 日止募集资金存放 与实际使用情况专项说明如下： 一、募集资金基本情况 经中国证券监督管理委员会《关于核准上海锦江国际酒店股份有限公司非公 开发行股票的批复》（证监许可[2021]208 号）核准，本公司于 2021 年 3 月以每股 人民币 4 ...

证券代码：600754/900934 证券简称：锦江酒店/锦江B股 公告编号：2023-029 上海锦江国际酒店股份有限公司 关于聘任高级管理人员的公告 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。 独立董事意见： 1、经审阅高级管理人员候选人个人工作履历等有关资料，没有发现有违反《公 司法》关于高级管理人员任职相关规定的情况，以及被中国证监会确定为市场禁 入者，并且禁入尚未解除的现象。高级管理人员候选人任职资格合法。 2、高级管理人员候选人的聘任程序符合《公司法》和《公司章程》相关规定， 聘任程序合法。 3、上述高级管理人员的聘任，没有损害股东权益的现象。 特此公告。 上海锦江国际酒店股份有限公司董事会 上海锦江国际酒店股份有限公司（以下简称"公司"、"本公司"）于 2023 年 8 月 28 日召开第十届董事会第十八次会议，审议通过了《关于聘任公司副总裁 的议案》，相关情况公告如下： 根据公司首席执行官提名，董事会同意聘任毛啸先生为公司副总裁。任期与 本届董事会任期一致。 董事会提名委员会对候选人的个人履历、教育背景、工 ...

经审阅公司出具的《上海锦江国际酒店股份有限公司关于锦江国际集团财务 有限责任公司风险持续评估报告》，我们认为该报告是客观、公正的，充分反映 了财务公司的经营资质、业务和风险状况，且实际控制人锦江国际（集团）有限 公司出具的相关承诺为公司在财务公司存款安全提供了充分保证；相关决策程序 符合法律法规和《公司章程》规定，不存在损害公司及股东特别是中小股东利益 的情况。 上海锦江国际酒店股份有限公司 独立董事关于第十届董事会第十八次会议 有关事项的独立意见 根据中国证监会《关于在上市公司建立独立董事制度的指导意见》（证监发 [2001]102 号）及《上海锦江国际酒店股份有限公司章程》（以下简称"《公司章 程》"）、《上海锦江国际酒店股份有限公司独立董事制度》等的有关规定，我们作 为上海锦江国际酒店股份有限公司（以下简称"公司"）的独立董事，基于独立 判断原则，对公司董事会十届十八次会议审议的有关事项进行了审核，现发表专 项说明及意见如下： 一、关于锦江国际集团财务有限责任公司风险持续评估报告 1、经审阅高级管理人员候选人个人工作履历等有关资料，没有发现有违反 《公司法》关于高级管理人员任职相关规定的情况，以及被中国 ...

上海锦江国际酒店股份有限公司 管理团队（首席执行官）工作细则 （经公司第十届董事会第十八次会议批准生效） 第一章 总 则 第一条 为规范上海锦江国际酒店股份有限公司（以下简称"公司"）首席 执行官、首席运营官、首席财务官、首席投资官、首席信息官、副总裁（以下简 称"首席执行官经营管理团队"）的行为，确保忠实履行职责，勤勉高效工作， 承担义务，根据《中华人民共和国公司法》、《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》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》"）制定本细则。 第二条 本细则规定了公司首席执行官、首席运营官、首席财务官、首席投 资官、首席信息官、副总裁的义务与责任、职权；管理团队（首席执行官）工作 会议召开的条件、程序和参加人员；公司资金、资产运用，签订重大合同的权限； 以及向董事会、监事会的报告制度等内容。 第二章 义务与责任 第三条 公司首席执行官经营管理团队应当遵守法律、行政法规和《公司章 程》，对公司负有下列忠实义务： （一）不得利用职权收受贿赂或者其他非法收入，不得侵占公司的财产； （二）不得挪用公司资金； （三）不得将公司资产或者资金以其个人名义 ...

证券代码：600754/900934 证券简称：锦江酒店/锦江B股 公告编号：2023-015 上海锦江国际酒店股份有限公司 关于召开 2022 年度暨 2023 年第一季度业绩暨变更部分 募集资金收购齐程网络 90%股权的说明会的公告 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： （网址：http://roadshow.sseinfo.com/） 上海锦江国际酒店股份有限公司（以下简称"公司"）已于 2023 年 4 月 12 日发布《上海锦江国际酒店股份有限公司 2022 年年度报告》及摘要，于 2023 年 4 月 29 日发布《上海锦江国际酒店股份有限公司 2023 年第一季度报告》，为便于 广大投资者更全面深入地了解公司 2022 年度和 2023 年第一季度的经营成果、财 务状况，以及公司变更部分募集资金收购上海齐程网络科技有限公司（以下简称 "齐程网络"）90%股权事宜，公司计划于 2023 年 5 月 22 日 下午 15:00-16:30 举行 2022 年度暨 2023 年第一季度业绩暨变 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥2,922,258,057.55, representing a 25.22% increase compared to ¥2,333,721,409.32 in the same period last year[3]. - Net profit attributable to shareholders was ¥130,254,102.66, a significant recovery from a loss of ¥121,722,589.88 in the previous year[3]. - The net cash flow from operating activities reached ¥1,312,570,255.48, marking a 1,175.81% increase from ¥102,881,103.89 in Q1 2022[3]. - Basic earnings per share improved to ¥0.1217 from a loss of ¥0.1122 in the same period last year[4]. - The total revenue from Jin Jiang Star Hotel Co., Ltd. was ¥177.64 million in Q1 2023, with a net profit of ¥71,000[27]. - Net profit for Q1 2023 was CNY 187,215,910.57, compared to a net loss of CNY 92,798,300.66 in Q1 2022[32]. - Profit attributable to shareholders of the parent company for Q1 2023 was CNY 130,254,102.66, a significant recovery from a loss of CNY 121,722,589.88 in Q1 2022[33]. - The company reported an investment income of CNY 128,242,171.86 in Q1 2023, up from CNY 104,406,891.54 in Q1 2022[32]. Assets and Liabilities - Total assets at the end of the reporting period were ¥48,244,325,478.56, a 1.71% increase from ¥47,431,068,107.77 at the end of the previous year[4]. - The total liabilities reached RMB 30,905.89 million, reflecting a growth of 2.06% year-over-year[13]. - The company’s current assets totaled ¥11.23 billion as of March 31, 2023, compared to ¥10.46 billion a year earlier[28]. - Total liabilities increased to CNY 30,905,885,168.91 in Q1 2023 from CNY 30,280,780,023.77 in Q1 2022, marking a rise of 2.1%[30]. - Total equity attributable to shareholders of the parent company rose to CNY 16,703,723,149.75 in Q1 2023, compared to CNY 16,573,103,788.29 in Q1 2022, an increase of 0.8%[30]. Hotel Operations - The company reported a significant increase in the performance of its domestic limited-service hotels, contributing to the overall profit growth[8]. - The limited-service hotel business generated combined revenue of RMB 2,864.04 million, up 25.88% year-on-year[15]. - The number of hotels opened in Q1 2023 was 195, with a net increase of 111 hotels, bringing the total to 11,671 hotels as of March 31, 2023[15]. - The average occupancy rate for mid-range hotels was 61.66%, while for economy hotels it was 54.51% in Q1 2023[20]. - The total number of operating hotels as of March 31, 2023, was 1,221, a decrease from 1,248 as of March 31, 2022[42]. - The total number of signed hotels was 1,302 as of March 31, 2023, down from 1,325 as of March 31, 2022[42]. - The total number of ordinary shareholders at the end of the reporting period was 35,492, with the largest shareholder holding 45.05% of the shares[9]. Revenue Per Available Room (RevPAR) - The RevPAR for mid-range hotels in China was RMB 239.28, a 39.76% increase compared to the same period last year[21]. - In Q1 2023, the average RevPAR for mid-range hotels was €56.65, a 45.83% increase compared to €39.00 in Q1 2022[23]. - The average RevPAR for economy hotels in Q1 2023 was €57.37, reflecting a 34.63% increase from €42.60 in Q1 2022[23]. - The overall average RevPAR for overseas hotels in Q1 2023 reached 110% of the level in the same period of 2019[24]. - The company forecasts that the average RevPAR for both domestic and overseas hotels in Q2 2023 will be between 110% and 115% of the 2019 levels[25]. - The RevPAR for mid-range hotels rose to ¥173.60 in Q1 2023, up 39.63% compared to ¥124.33 in Q1 2022[40]. - The RevPAR for owned and leased hotels was €33.34 in Q1 2023, up from €22.65 in Q1 2022, marking a growth of 47.38%[42]. Future Plans and Strategies - The company plans to continue expanding its market presence and enhancing operational efficiency in the coming quarters[8]. - The company plans to continue expanding its market presence and investing in new technologies to enhance operational efficiency and customer experience[32].

Financial Performance - The company's operating revenue for 2022 was approximately CNY 11.01 billion, a decrease of 3.44% compared to CNY 11.40 billion in 2021[22]. - Net profit attributable to shareholders of the listed company increased by 18.67% to CNY 113.49 million in 2022, compared to CNY 95.63 million in 2021[22]. - The net cash flow from operating activities rose by 5.40% to CNY 2.24 billion in 2022, compared to CNY 2.12 billion in 2021[22]. - Total assets decreased by 2.41% to CNY 47.43 billion at the end of 2022, down from CNY 48.60 billion at the end of 2021[22]. - The net assets attributable to shareholders of the listed company decreased by 1.10% to CNY 16.57 billion at the end of 2022, compared to CNY 16.76 billion at the end of 2021[22]. - The company reported a net loss of CNY 203.61 million attributable to non-recurring gains and losses in 2022, compared to a loss of CNY 119.12 million in 2021[22]. - The average room rate and occupancy rate metrics were not provided in the extracted content, indicating a need for further details on performance indicators[22]. - The company achieved a consolidated operating revenue of CNY 11,007.62 million in 2022, a decrease of 3.44% compared to the previous year[31]. - The net profit attributable to shareholders of the listed company was CNY 113.49 million, an increase of 18.67% year-on-year[31]. - The net cash inflow from operating activities was CNY 2,237.00 million, an increase of 5.40% compared to the previous year[32]. - The total assets as of December 31, 2022, were CNY 47,431.07 million, a decrease of 2.41% from the end of the previous year[32]. - The total liabilities amounted to CNY 30,280.78 million, down 2.60% from the previous year-end[32]. - The weighted average return on equity was 0.68%, an increase of 0.07 percentage points compared to the previous year[24]. - The basic earnings per share (EPS) was CNY 0.1061, representing a year-on-year increase of 15.58%[24]. - The company reported a loss of CNY 203.61 million after deducting non-recurring gains and losses, an increase in loss of CNY 84.49 million compared to the previous year[31]. - The asset-liability ratio was 63.84%, a decrease of 0.13 percentage points from the previous year[32]. Market and Operational Insights - The company experienced a significant impact on its operations due to the pandemic, particularly affecting its domestic limited-service hotel operations[31]. - The limited service hotel business achieved consolidated revenue of CNY 1,077,707 million in 2022, a decrease of 3.35% year-on-year[33]. - The net profit attributable to the limited service hotel segment was CNY -20,034 million, an increase in loss of CNY 19,145 million compared to the previous year, primarily due to the impact of the pandemic on domestic operations[33]. - Revenue from limited service hotels in mainland China was CNY 729,660 million, down 17.65% year-on-year, while revenue from overseas operations increased by 52.02% to CNY 348,047 million[33]. - The company opened 1,328 new hotels in 2022, resulting in a net increase of 947 hotels, with a total of 11,560 hotels and 1,103,196 rooms as of December 31, 2022[34]. - The average RevPAR for domestic limited service hotels in 2022 was 72.37% of the 2019 level, a decrease of 17.25% compared to 2021[36]. - In January and February 2023, the average RevPAR for domestic hotels recovered to 88% and 115% of the 2019 level, respectively[36]. - The overseas limited service hotel segment achieved consolidated revenue of EUR 49,303 million in 2022, an increase of 63.35% year-on-year[44]. - The average RevPAR for overseas hotels in 2022 was 99.59% of the 2019 level, reflecting a growth of 48.73% compared to 2021[43]. - The company has signed contracts for a total of 15,955 hotels, with a total of 1,520,819 rooms as of December 31, 2022[35]. - The company is actively pursuing brand revitalization, product upgrades, and new concept innovations to prepare for accelerated growth post-pandemic[43]. - The average RevPAR for mid-range hotels in mainland China decreased by 24.20% year-on-year to 122.76 RMB per room in Q4 2022[14]. - The average RevPAR for economy hotels in mainland China decreased by 27.06% year-on-year to 61.93 RMB per room in Q4 2022[14]. - The total number of hotels in mainland China and overseas reached 1,225 with 98,734 rooms as of December 31, 2022[14]. - The overseas mid-range hotel RevPAR for 2022 was 102.16% of the same period in 2019, while the economy hotel RevPAR was 99.16%[46]. Strategic Initiatives and Future Outlook - The company continues to explore market expansion opportunities, although specific plans were not outlined in the provided content[22]. - Future outlook and strategic initiatives were not detailed in the extracted content, suggesting a focus on recovery and growth strategies post-pandemic[22]. - The company expects to achieve revenue of 13.7 to 14.3 billion CNY in 2023, representing a growth of 25% to 30% year-over-year[92]. - Revenue from mainland China is projected to grow by 27% to 33%, while revenue from outside mainland China is expected to increase by 22% to 24%[92]. - The company plans to open 1,200 new limited-service hotels and sign contracts for 2,000 new limited-service hotels in 2023[95]. - The company is focused on improving operational excellence and service quality to achieve world-class operational capabilities[94]. - The company is exploring strategic acquisitions, targeting at least two mid-sized hotel chains to enhance its market presence[121]. - The company is investing in technology upgrades, with a budget of 500 million RMB allocated for enhancing digital booking systems and customer experience[121]. - Market expansion plans include entering three new cities in 2023, aiming to increase the total number of hotels by 10%[122]. - A new loyalty program was launched, aiming to increase customer retention by 30% over the next year[122]. - The company provided a positive outlook for 2023, projecting a revenue growth of 15% to 20% driven by increased domestic tourism and business travel[121]. Governance and Compliance - The board of directors confirmed the authenticity, accuracy, and completeness of the annual report[4]. - The company has not violated decision-making procedures for providing guarantees[5]. - The company strictly adheres to the requirements of the Company Law, Securities Law, and Corporate Governance Guidelines, ensuring compliance with regulatory standards[108]. - The board consists of 9 directors, including 4 independent directors, and has established various committees led by independent directors to enhance governance[109]. - The supervisory board, comprising 4 members, actively monitors the performance of directors and financial practices, ensuring accountability[109]. - The company has implemented a performance evaluation system linking executive compensation to company performance, promoting transparency in high-level appointments[109]. - The company has revised its information disclosure management system to enhance transparency and protect the rights of minority shareholders[110]. - The company has established a communication platform to strengthen investor relations and ensure equal treatment of all shareholders during meetings[108]. - The company has no reported non-operational fund occupation by the controlling shareholder during the reporting period, maintaining financial independence[111]. - The company has committed to balancing the interests of shareholders, employees, and society, promoting sustainable development[109]. Environmental and Social Responsibility - The company emphasizes environmental protection and sustainable development, implementing measures to reduce energy consumption and pollution emissions[159]. - The "Sustainable Development Theme Concept Room" was developed, showcasing eco-friendly materials and technologies, and is set to be launched in early 2023[162]. - The company has initiated a pilot program for linen recycling, achieving a 45% reduction in overall environmental impact for recycled materials compared to virgin materials[163]. - The "Yuan Dian Plan" initiated by the ZMAX brand has benefited 8,630 children by providing recycled stationery, with a total of 2.88 tons of materials collected[163]. - The company has implemented a system to reduce noise pollution by using low-noise equipment and soundproofing measures in hotels[162]. - The company has adopted energy-efficient technologies such as heat pumps and solar energy in its operations[162]. - The company has set up environmental management institutions and trained personnel to ensure compliance with environmental safety standards[159]. - The company has prioritized the procurement of low-carbon and environmentally friendly products while training suppliers on carbon emission management[165]. - A total of 86.28 million yuan was invested in social responsibility and charity activities, benefiting 10,210 individuals[168]. - The company has donated 66 million yuan to rural primary schools as part of its charity initiatives[168]. - The company has opened four public libraries as part of its community support initiatives, benefiting nearly 10,000 children[168]. Risk Management - The company is facing risks related to macroeconomic fluctuations, which could impact consumer spending on travel and dining[96]. - Rising operating costs, particularly in rent and labor, pose a risk to the company's financial performance[97]. - The company has identified potential risks related to the ownership of leased properties, which could affect its business operations[98]. - The company aims to reduce the proportion of leased properties with ownership issues to below 20% within 12 months, below 10% within 24 months, and to 0% within 36 months after the restructuring approval by the China Securities Regulatory Commission[99]. - If the company fails to meet the specified rectification ratios within the deadlines, it will take measures such as transferring the properties at no less than the assessed value or terminating leases[100]. - The company faces foreign exchange risks due to operations in multiple currencies, including Euro, GBP, and USD, which may affect future operations[104]. - The company relies heavily on its senior management team and skilled employees, and losing key personnel could significantly impact profitability[104]. Shareholder and Dividend Policies - The proposed profit distribution plan for 2022 is a cash dividend of RMB 0.60 per 10 shares, based on a total share capital of 1,070,044,063 shares[2]. - There are no plans for capital reserve transfers to increase share capital for the 2022 fiscal year[2]. - The company has established a cash dividend policy that mandates a minimum of 50% of the net profit attributable to shareholders be distributed as dividends when conditions are met[145]. - The company distributed a cash dividend of RMB 0.53 per share for the 2021 fiscal year, totaling RMB 64.20 million, which represents 56.57% of the net profit attributable to ordinary shareholders[150]. Internal Control and Audit - The company has revised its internal control system in 2022, enhancing risk management and internal audit processes to support sustainable high-quality development[153]. - The company has conducted internal control evaluations and audits for its subsidiaries, ensuring compliance with internal management standards[154]. - Deloitte Huayong CPA has conducted an independent audit of the company's internal control effectiveness, issuing a standard unqualified opinion[157].

Financial Performance - The company's operating revenue for Q3 2022 was ¥3,051,626,596.81, a decrease of 1.15% compared to the same period last year[3]. - Net profit attributable to shareholders for Q3 2022 was ¥159,862,173.17, an increase of 73.54% year-on-year[3]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥128,484,704.25, an increase of 45.27% compared to the same period last year[3]. - Basic earnings per share for Q3 2022 was ¥0.1494, reflecting a 73.54% increase year-on-year[3]. - For Q3 2022, the company achieved operating revenue of RMB 305.16 million, a decrease of 1.15% year-on-year[13]. - The net profit attributable to shareholders for Q3 2022 was RMB 15.99 million, an increase of 73.54% year-on-year[13]. - The company reported a net profit of CNY 149,657,227.88 for Q3 2022, down 42.24% from CNY 259,117,707.34 in Q3 2021[31]. - The company’s total comprehensive income for Q3 2022 was CNY 144,062,085.60, compared to CNY 248,168,429.96 in Q3 2021, a decline of 42.00%[32]. - Basic earnings per share for Q3 2022 were CNY 0.0392, down from CNY 0.0937 in Q3 2021, a decrease of 58.19%[32]. Assets and Liabilities - Total assets as of September 30, 2022, were ¥46,543,868,493.49, a decrease of 3.56% from the end of the previous year[4]. - The total assets as of September 30, 2022, were RMB 46.54 billion, a decrease of 3.56% from the end of the previous year[13]. - The company's current assets totaled ¥10.50 billion as of September 30, 2022, compared to ¥9.60 billion at the end of 2021[28]. - The total liabilities decreased to CNY 29,369,500,046.45 in Q3 2022 from CNY 30,926,545,536.76 in Q3 2021, a reduction of 5.04%[30]. - The total equity attributable to shareholders of the parent company was CNY 16,526,532,537.42, down from CNY 16,611,607,379.34 in the previous year, reflecting a decrease of 0.51%[30]. Cash Flow - The net cash flow from operating activities for the year-to-date was ¥1,913,267,484.47, an increase of 32.16% year-on-year[3]. - The net cash flow from operating activities for the first three quarters of 2022 was CNY 1,913,267,484.47, an increase of 32.2% compared to CNY 1,447,648,707.71 in the same period of 2021[33]. - The total cash inflow from investment activities was CNY 809,181,282.01, significantly up from CNY 168,033,798.92 in the previous year[34]. - The net cash flow from financing activities was negative CNY 2,739,267,947.60, compared to a positive CNY 1,994,291,839.26 in the same period last year[34]. - The total cash and cash equivalents at the end of Q3 2022 was CNY 5,280,650,992.36, down from CNY 9,926,487,841.65 at the end of Q3 2021[34]. - The company's cash and cash equivalents increased to ¥7.18 billion as of September 30, 2022, from ¥6.43 billion at the end of 2021[28]. Hotel Operations - The company opened 361 new hotels in Q3 2022, resulting in a net increase of 276 hotels[15]. - As of September 30, 2022, the total number of opened hotels reached 11,251, with a total of 1,076,459 rooms[16]. - The total number of hotels opened as of September 30, 2022, was 11,251, with a net increase of 638 hotels in the first three quarters of 2022[37]. - The total number of effective members reached 182.19 million as of September 30, 2022[13]. - The average occupancy rate for all operating hotels in Q3 2022 was 60.63%, a decrease from 64.02% in Q3 2021[38]. - The average room rate for all operating hotels was 65.89 Euros in Q3 2022, compared to 60.89 Euros in Q2 2022[42]. Revenue from Segments - The company's overseas limited-service hotel business achieved consolidated revenue of €14.761 million from July to September 2022, representing a year-on-year growth of 43.81%[22]. - The food and beverage business generated consolidated revenue of ¥62.78 million from July to September 2022, a year-on-year increase of 2.32%[25]. - For the first nine months of 2022, the food and beverage business reported consolidated revenue of ¥159.71 million, a decline of 13.07% year-on-year due to the impact of domestic COVID-19[25]. Market Performance - In Q3 2022, the RevPAR for mid-scale hotels in mainland China was 75.70% of the same period in 2019, while the economy hotels' RevPAR was 67.15%, and the overall average RevPAR was 80.40% compared to 2019[21]. - For overseas mid-scale hotels, the RevPAR was 110.63% of the same period in 2019, and for economy hotels, it was 108.77%[24]. - The average room rate for mid-range hotels in Q3 2022 was RMB 253.52, with an occupancy rate of 63.76%[20]. - The average occupancy rate for mid-range hotels decreased by 12.37% to 56.76% in Q3 2022 compared to the same period in 2021[39]. - The RevPAR (Revenue per Available Room) for mid-range hotels fell by 18.71% to 138.16 RMB in Q3 2022 compared to 169.96 RMB in Q3 2021[39]. - The RevPAR for economy hotels decreased by 16.06% to 78.38 RMB in Q3 2022 compared to 93.38 RMB in Q3 2021[39].