中国旅游集团中免股份有限公司 独立董事制度 （2025 年 11 月修订） 第一章 总 则 第一条 为进一步完善中国旅游集团中免股份有限公司（以下简称"公司"） 的治理结构，规范独立董事行为，充分发挥独立董事在公司治理中的作用，促进 提高公司质量，根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《国务院办公厅关于上市公司独立董事制度改革的意见》、中国证券监督管理委 员会（以下简称"中国证监会"）《上市公司独立董事管理办法》（以下简称"《独 立董事管理办法》"）、《上市公司治理准则》《上海证券交易所股票上市规则》 《香港联合交易所有限公司证券上市规则》《上海证券交易所上市公司自律监管 指引第 1 号——规范运作》及《公司章程》等有关规定，特制定本制度。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及其主 要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行独 立客观判断的关系的董事。独立董事应当独立履行职责，不受公司及其主要股东、 实际控制人等单位或者个人的影响。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照法律、 行政法规、部门规章、规范性文件、公司证 ...

中国旅游集团中免股份有限公司 章 程 二〇二五年十一月 | 第一章 | 总则 | 1 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 3 | | 第三章 | 股份 | 3 | | 第一节 | 股份发行 3 | | | 第二节 | 股份增减和回购 6 | | | 第三节 | 股份转让 7 | | | 第四章 | 股东和股东会 | 9 | | 第一节 | 股东 9 | | | 第二节 | 控股股东和实际控制人 13 | | | 第三节 | 股东会的一般规定 16 | | | 第四节 | 股东会的召集 20 | | | 第五节 | 股东会的提案与通知 22 | | | 第六节 | 股东会的召开 25 | | | 第七节 | 股东会的表决和决议 28 | | | 第八节 | 类别股东表决的特别程序 34 | | | 第五章 | 党委 | 36 | | 第六章 | 董事和董事会 | 38 | | 第一节 | 董事的一般规定 38 | | | 第二节 | 董事会 44 | | | 第三节 | 独立董事 50 | | | 第四节 | 董事会专门委员会 54 | | | 第七章 | 高级管理人 ...

Group 1 - The tourism retail sector experienced a decline of 0.66% on November 24, with China Duty Free Group leading the drop [1] - The Shanghai Composite Index closed at 3836.77, up 0.05%, while the Shenzhen Component Index closed at 12585.08, up 0.37% [1] - China Duty Free Group's stock closed at 78.53, reflecting a decrease of 0.66%, with a trading volume of 360,100 shares and a transaction value of 2.834 billion yuan [1] Group 2 - The tourism retail sector saw a net outflow of 79.0534 million yuan from institutional investors, while retail investors had a net inflow of 81.8057 million yuan [1] - The detailed fund flow indicates that institutional investors had a net outflow of 79.0534 million yuan, representing a -2.79% net share, and retail investors had a net inflow of 81.8057 million yuan, representing a 2.89% net share [1]

Group 1 - The Free Trade Port concept declined by 0.50%, ranking among the top declines in concept sectors, with Haima Automobile hitting the limit down [1] - Among the Free Trade Port stocks, Haima Automobile saw the largest net outflow of funds, totaling 1.82 billion yuan, followed by Haixia Shares and Hainan Airport with net outflows of 1.51 billion yuan and 1.05 billion yuan respectively [2][3] - In contrast, stocks like Shanghai Jianke and Zhongyuan Haike experienced gains of 3.24% and 2.69% respectively, indicating a mixed performance within the sector [1][3] Group 2 - The Free Trade Port sector experienced a net outflow of 720 million yuan today, with 26 stocks seeing outflows, and 6 stocks with outflows exceeding 50 million yuan [2] - The top gainers in the Free Trade Port sector included 22 stocks, with notable increases from Jiaoyun Shares (3.60%), Shanghai Jianke (3.24%), and Zhongyuan Haike (2.69%) [1][2] - The overall market sentiment for the Free Trade Port concept appears negative, as indicated by the significant net outflows and the performance of key stocks within the sector [2][3]

Summary of Conference Call Notes Industry Overview - **Industry**: China Duty-Free Sector - **Event**: Announcement of duty-free tender rules by Shanghai International Airport (SIA) for Shanghai Pudong International Airport (PVG) and Shanghai Hongqiao International Airport (SHA) [2][3] Key Points 1. **Tender Structure**: The tender consists of three sections: - Section 1: T1 and S1 of PVG - Section 2: T2 and S2 of PVG - Section 3: T1 of SHA - Sections 1 and 2 cannot be operated by the same duty-free operator [2][3] 2. **Eligibility for Bidders**: Bidders must be licensed domestic duty-free operators or foreign-funded duty-free operators [2][3] 3. **Operational Term**: The term of operation for the winning bidders is from January 1, 2026, to December 31, 2033 [2][3] 4. **Market Dynamics**: - Prior to this tender, the duty-free sector was only accessible to Chinese companies, with CTG holding 80% of the domestic market share [3] - CTG's leading position is attributed to its operations in major airports in Shanghai, Beijing, Guangzhou, and Hainan [3] 5. **Impact on CTG**: - If foreign or other domestic operators win the bid, Sunrise Duty Free (a subsidiary of CTG) may lose nearly 50% of its duty-free sales at PVG [3] - Duty-free sales at PVG are expected to recover to only 40% of the 2019 level, estimated at cRmb6 billion, contributing a profit of up to Rmb200 million to CTG [3] 6. **Potential Benefits of Foreign Operators**: - The entry of foreign duty-free operators could enhance the product mix at Chinese airports, particularly in luxury goods, which are currently underrepresented [4] - This could lead to increased per capita spending and faster recovery in duty-free rental income as international passenger volume continues to grow [4] Additional Considerations - **Risks**: The sector faces several downside risks, including: - Continued economic sluggishness - Slower-than-expected growth in peak season tourist traffic - Adverse weather conditions affecting travel - Natural disasters such as earthquakes and epidemics [6] - **Market Gap**: There is a noticeable gap in procurement capabilities and spending power between CTG and globally leading duty-free operators like Dufry and DFS [3][4] This summary encapsulates the critical insights from the conference call regarding the developments in the China duty-free sector, particularly focusing on the implications of the new tender rules and the competitive landscape.

Summary of Conference Call Notes Industry and Company Involved - The discussion revolves around the duty-free industry, specifically focusing on Shanghai Airport and its duty-free operations, including major players like Dayang Duty-Free and China Duty-Free Group (CDFG) [1][3][4]. Core Points and Arguments - **Bidding Process**: Shanghai Airport is undergoing a bidding process for duty-free operations. Dayang Duty-Free remains a key player due to its ability to participate as a foreign entity, maintaining a competitive edge [1][3]. - **Dispute on Terms**: There is a disagreement between Shanghai Airport and CDFG regarding rental fees and lease terms. CDFG aims to reduce the number of stores to increase commission rates, while the airport prefers to introduce more competitors to enhance overall competitiveness [1][3]. - **Current Competitors**: Currently, only Dayang and CDFG have purchased bidding documents and are preparing to participate. Other competitors have not been able to prepare adequately due to time constraints, leading to a relatively stable market landscape in the short term [1][4]. - **Commission Structure**: Shanghai Airport is expected to continue using a base rent plus a commission rate model, with an anticipated increase in overall commission rates to reflect performance growth, although specific details have yet to be disclosed [1][5]. - **Operational Pressure**: Increasing commission rates may add operational pressure. However, Shanghai Airport plans to adjust its channel strategy to mitigate costs, such as shifting resources from online to offline sales and optimizing supply chain management [1][6]. Additional Important Information - **Online Sales Suspension**: Dayang's online direct mail service in Shanghai has been suspended due to customs inspections revealing non-compliance with regulatory requirements. The future of this service depends on the progress of rectifications and customs reviews [1][7]. - **Rainbow Bridge Airport Segment**: The Rainbow Bridge Airport segment has been separately bid, but its sales volume is only about 10% of that of Pudong Airport, indicating a limited impact on the overall business layout. The participation of third parties in this segment remains uncertain [2][8].

免税城购物体验持续升级。目前已形成"线上+线下"融合模式，消费者凭离岛机票、船票或火车票 信息即可购买免税商品；提货方式包括机场和港口自提、邮寄送达、返岛自提等。依托智能物流系统， 商品能够高效送达，购物便利度显著提升。 海南全岛封关运作后，其"零关税"等核心政策将塑造更具成本优势和便利度的贸易环境，有助于吸 引更多国际品牌在琼设立区域总部和物流中心，从而间接丰富免税城的商品种类与供应。 免税城同步 打造海南特色商品专区，陶瓷、茶叶、本土咖啡等国货深受境外游客喜爱，并依托多语种服务团队和多 元支付方式，持续优化跨境消费体验。 在消费升级和封关政策双重驱动下，免税城由"卖商品"加速向"卖体验"转型。免税城一期二号地酒 店项目和三期中免太古里项目正稳步推进，将通过酒店、商业综合体等配套延展"吃住行游购娱"全链条 人民网三亚11月21日电 （孙书宇、徐靖雯、马康美、萨拉）海南自贸港封关运作临近，三亚海棠 湾的cdf三亚国际免税城客流持续攀升。多语种导视、国际支付等服务不断完善，这座以免税商业为核 心的国家4A级旅游景区正成为我国高水平对外开放的窗口。 11月1日起实施的离岛免税新政，将免税商品品类由45大类扩至47 ...

Investment Rating - The report maintains an "Overweight" rating for the retail industry [1]. Core Insights - The Hainan Free Trade Port has entered the final 30-day sprint phase for its full closure operation, which began on November 18. The port optimization and "second-line" regulatory facility construction are nearing completion, with the expectation of achieving a regulatory framework of "first-line opening, second-line management, and island-wide freedom" [4][9]. - The policy framework post-closure focuses on "zero tariffs, low tax rates, and simplified tax systems." Approximately 6,600 products will benefit from zero tariffs, covering most production equipment and raw materials, allowing companies to save about 20% on import tax costs. Additionally, encouraged industries will enjoy a 15% corporate income tax rate, significantly reducing operational costs [10]. - The adjustment of the duty-free shopping policy for departing island travelers was implemented on November 11, which has led to a 28.52% year-on-year increase in duty-free sales amounting to 1.325 billion yuan as of November 17 [10]. Summary by Sections Industry Viewpoint - The report highlights the operational upgrade of port management as a critical step towards establishing a high-level free trade port system, facilitating the free flow of various elements within Hainan [9]. Market Review - For the week of November 17 to November 21, the retail index decreased by 7.24%, while the overall market indices also experienced declines, with the Shanghai Composite Index down by 3.90% [12]. Company Valuation Table - The report includes a valuation table for various companies, indicating that companies like China Duty Free Group, Wangfujing, and Hainan Airport are expected to benefit from the duty-free shopping policy adjustments [11][19].

Group 1 - The tourism retail sector experienced a decline of 3.28% on November 21, with China Duty Free Group leading the drop [1] - The Shanghai Composite Index closed at 3834.89, down 2.45%, while the Shenzhen Component Index closed at 12538.07, down 3.41% [1] - China Duty Free Group's closing price was 79.05, reflecting a decrease of 3.28%, with a trading volume of 454,100 shares and a transaction value of 3.657 billion yuan [1] Group 2 - The tourism retail sector saw a net outflow of 350 million yuan from institutional investors, while retail investors contributed a net inflow of 235 million yuan [1] - The breakdown of fund flows indicates that institutional investors had a net outflow of 350 million yuan, accounting for -9.58%, while speculative funds had a net inflow of 1.16 million yuan, representing 3.16% [1] - Retail investors had a net inflow of 2.35 million yuan, which corresponds to 6.41% of the total [1]

Core Insights - The collaboration between CITIC Bank, China Duty Free Group, and China UnionPay marks a significant step in integrating finance with tourism retail, launching a co-branded credit card in Sanya [2][3][4] - This initiative aims to enhance consumer experience and support China's strategy to boost domestic demand and consumption quality [2][3] Company Developments - The co-branded credit card leverages the strengths of each partner: China Duty Free Group's nationwide duty-free network, CITIC Bank's comprehensive financial services, and China UnionPay's secure payment infrastructure [2][3] - The card features various benefits such as cashback, points redemption, and travel insurance, designed to lower the barriers for high-quality duty-free shopping [5][6] Policy and Market Dynamics - Recent macroeconomic policies have prioritized consumer spending, with the People's Bank of China and other departments emphasizing financial support for consumption [3] - The optimization of Hainan's duty-free policies has led to a significant increase in duty-free shopping, with a reported 34.86% year-on-year growth in the first week of new policy implementation [3] Consumer Benefits - The co-branded credit card offers tiered membership benefits, including direct matching to China Duty Free's membership for certain cardholders and exclusive discounts [5] - Cashback incentives are available for new cardholders, with potential annual returns of up to 1200 yuan based on spending [5] Strategic Vision - The collaboration is not just a product innovation but also an exploration of mechanisms to integrate consumer data, marketing resources, and risk management [6] - Future plans include expanding the "financial + tourism retail" model to more regions and scenarios, aiming to provide sustainable business solutions for domestic demand expansion [6]