康达股会字【2025】第 0186 号 北京市朝阳区建外大街丁 12 号英皇集团中心 8、9、11 层 8/9/11/F, Emperor Group Centre, No.12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R.China 电话/Tel.:010-50867666 传真/Fax:010-56916450 网址/Website:www.kangdalawyers.com 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 昆明 南昌 北京市康达律师事务所 关于江苏天目湖旅游股份有限公司 2024年年度股东大会的法律意见书 致：江苏天目湖旅游股份有限公司 北京市康达律师事务所（以下简称"本所"）接受江苏天目湖旅游股份有限公司（以 下简称"公司"、"天目湖"）的委托，指派律师参加公司 2024 年年度股东大会。本所 律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、《上市公司股东会规 则》（以下简称"《规则》"）及《江苏天目湖旅游股份 ...

证券代码：603136 证券简称：天目湖 公告编号：2025-020 江苏天目湖旅游股份有限公司 2024年年度股东大会决议公告 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 5 月 16 日 (二)股东大会召开的地点：江苏天目湖旅游股份有限公司行政楼一楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 146 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 154,897,307 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 57.3424 | | 份总数的比例（%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东大会主持情况等。 本次会议由公司董事会召集，由公司董事长李淑香女士主持。本次会议以现 场投票及网络投票相结合的方式进行表决，会议的召集、召开和表决方式符合《公 ...

Group 1 - The event on May 9 in Changzhou introduced five service initiatives aimed at attracting young talents to rural areas, emphasizing the importance of rural revitalization [1][2] - Over 80 multidisciplinary teachers and students from 10 universities engaged in rural tourism projects in Changzhou, creating new rural tourism scenarios based on the concept of "three has" (meaningful space, interesting content, and capable leaders) [1] - The initiatives focus on building a comprehensive service ecosystem through "organizational empowerment, elite incubation, information sharing, brand elevation, and integrated development" [1][2] Group 2 - The event witnessed significant partnerships, such as the collaboration between scenic spots and villages, promoting a cycle where scenic area traffic supports rural development [2] - The establishment of the "Changzhou Rural Tourism Leader Alliance" and the "Changzhou Rural Tourism Talent Incubation Base" marks a significant step in high-quality rural tourism development and talent cultivation [2] - Over the next three years, Changzhou aims to support 100 young entrepreneurs returning to rural areas and cultivate 30 demonstration projects, creating ten rural cultural tourism consumption scenarios [2]

江苏天目湖旅游股份有限公司 关于召开 2024 年度暨 2025 年第一季度业绩说明会 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 担个别及连带责任。 重要内容提示： 会议召开时间：2025 年 5 月 21 日(星期三)上午 9:00-10:00 会 议 召 开 地 点 ： 上 海 证 券 交 易 所 上 证 路 演 中 心 （ 网 址 ： https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2025 年 5 月 14 日(星期三)至 5 月 20 日(星期二)16:00 前登 录 上 证 路 演 中 心 网 站 首 页 点 击 " 提 问 预 征 集 " 栏 目 或 通 过 公 司 邮 箱 yw@tmhtour.com 进行提问。公司将在说明会上对投资者普遍关注的问题进行回 答。 江苏天目湖旅游股份有限公司（以下简称"公司"）已于 2025 年 4 月 21 日发布公司《2024 年年度报告》和《2025 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20 ...

Core Insights - The integration of tea culture and tourism is driving rural revitalization in Jiangsu Province, with significant economic benefits for local communities [1][2][3] Group 1: Tea Tourism Development - Qianyuan Village in Yixing has transformed from an economically weak area to a model of rural tourism through "tea-tourism integration," generating over 4 million yuan in revenue for its tourism company in 2024 [2][3] - The village has developed high-end accommodations and received over 1 million visitors annually, resulting in more than 55 million yuan in revenue and creating over 100 jobs for locals [2][3] Group 2: Technological Integration in Tea Production - The Yuzhi Tea Farm in Liyang has implemented a smart agricultural system that integrates water, fertilizer, and light management, allowing for remote management of its 2,000-acre tea garden [5][6] - The introduction of a color sorting machine has improved the quality and appearance of the tea products, enhancing marketability [6] Group 3: Product Innovation and Market Expansion - Jiangsu's tea industry is diversifying with products like tea-flavored ice cream and matcha cakes, enriching the tea culture and attracting tourists [7] - The collaboration with new media platforms for live streaming and short video promotions has expanded the market reach of tea products, particularly among younger consumers [4][7]

江苏天目湖旅游股份有限公司 2024 年年度股东大会会议材料 二〇二五年五月 | 目录 | | --- | | 一、2024 | 年年度股东大会须知 | 1 | | --- | --- | --- | | 二、2024 | 年年度股东大会会议议程 | 3 | | 三、2024 | 年年度股东大会议案 | 3 | | 议案一：关于《2024 | 年年度报告及年报摘要》的议案 | 5 | | 议案二：关于《2024 | 年度董事会工作报告》的议案 | 6 | | 议案三：关于《2024 | 年度财务决算报告》的议案 | 14 | | 议案四：关于《2025 | 年度财务预算报告》的议案 | 22 | | 议案五：关于《2024 | 年度利润分配预案》的议案 | 24 | | 议案六：关于 | 2025 年度委托理财额度的议案 | 24 | | 议案七：关于 | 2025 年度申请银行授信、融资的议案 | 26 | | 议案八：关于支付审计报酬及续聘审计机构的议案 | | 28 | | 议案九：关于修订《公司章程》的议案 | 29 | | | 议案十：关于修订《股东会议事规则》的议案 | | 30 | | 议案十一 ...

Investment Rating - The investment rating for the industry is "Outperform the Market" (maintained) [2] Core Viewpoints - The tourism volume is increasing while prices remain stable, with an extended travel radius. The focus is on policy support and advancements in AI applications [3] Summary by Sections Market Review - In April, the social service sector outperformed the benchmark by 1.42 percentage points, with strong performance from tourism and education stocks. The A-share scenic spots and leading education stocks led the gains, while Hong Kong stocks in the supply chain and tea beverage sectors also performed well [3][4][6] May Day Holiday Summary - Domestic spending during the holiday increased by 8.0%, with travel willingness remaining high and an extended travel radius. A total of 314 million domestic trips were made, a year-on-year increase of 6.4%. The average spending per person increased by 1.5%, recovering to 90% of the 2019 level [3][9] Sub-Industries - **Inbound and Outbound Travel**: Inbound travel increased by 28.7% during the holiday, with significant growth in travelers from Hong Kong, Macau, Taiwan, and foreign visitors. The number of inbound foreign visitors under visa-free policies grew by 72.7% [3][21] - **Hotel Industry**: The hotel industry saw a REVPAR of 192 yuan, up 11.5% year-on-year, with occupancy rates and average daily rates also increasing. High-star hotels in county areas outperformed the overall industry [24][22] - **Scenic Spots**: Many scenic spots experienced significant visitor growth, aided by favorable weather and local government promotional activities. For example, Xiangyuan Cultural Tourism received 51.79% more visitors compared to last year [25][28] - **Dining**: Key monitored dining enterprises saw sales increase by 8.7% year-on-year, indicating a recovery in consumer spending [29][30] - **Duty-Free Sales**: Duty-free shopping during the holiday saw a decline of 7% in sales, but the average spending per person remained stable [41][35] Investment Recommendations - The report suggests focusing on leading companies benefiting from policy support and marginal improvements, including Tongcheng Travel, Xueda Education, Jiuhua Tourism, and others. Mid-term recommendations include China Duty Free, Meituan, Huazhu Group, and others [3][42]

Core Insights - The report highlights that tourism volume is increasing while prices remain stable, with a focus on policy support and advancements in AI applications within the sector [3][9] - The domestic travel market saw 314 million trips during the May Day holiday, a year-on-year increase of 6.4%, with total spending reaching 180.27 billion yuan, up 8.0% [9][21] - The report suggests that the tourism trend will continue to improve due to consumer experience demands and favorable industry policies, recommending investments in leading companies benefiting from these trends [3][42] Market Review - In April, the consumer services sector outperformed the benchmark by 1.42 percentage points, with strong performances from tourism and education stocks [4][6] - The May Day holiday saw significant gains in the education sector and travel-related stocks, with notable performances from companies involved in AI-enhanced education [4][6] Sub-industry Analysis - **Inbound and Outbound Travel**: Inbound travel saw a 28.7% increase in visitor numbers during the May Day holiday, with significant growth in travelers from Hong Kong, Macau, and Taiwan [16][21] - **Hotel Industry**: The hotel sector experienced a 11.5% increase in revenue per available room (RevPAR) during the holiday, with occupancy rates and average daily rates also rising [24][22] - **Scenic Areas**: Major scenic spots reported strong visitor numbers, with some locations seeing over 50% growth compared to the previous year, aided by favorable weather and local government initiatives [25][28] - **Dining Sector**: Key monitored dining enterprises reported an 8.7% increase in sales during the holiday, reflecting a recovery in consumer spending [29][30] - **Duty-Free Sales**: Duty-free shopping during the holiday saw a decline of 7% in sales, although the average transaction value remained stable [35][41] Investment Recommendations - The report recommends focusing on leading companies that are expected to benefit from policy support and improving consumer sentiment, including Tongcheng Travel, Xueda Education, Jiuhua Tourism, and others [3][42]

Group 1: Tourism Market Growth - The tourism market is experiencing explosive growth during the "May Day" holiday in 2025, with visitor numbers exceeding those of the previous year [1] - Various tourism and consumption enterprises in Shanghai are standing out by offering "new scenes, new gameplay, and new experiences" [1] Group 2: Visitor and Revenue Data - Xiangyuan Cultural Tourism (600576.SH) attracted 595,300 visitors and generated revenue of 38.72 million yuan during the first four days of the holiday, with visitor numbers and revenue increasing by 54.63% and 53.28% year-on-year, respectively [2] - Tianmu Lake (603136.SH) reported a 5.31% increase in visitor numbers and a 6.55% increase in revenue compared to 2024 [2] - Huangshan Tourism (600054.SH) welcomed 147,000 visitors, marking a 13.7% year-on-year increase, reaching historical highs [2] Group 3: Hotel Industry Performance - Jinjiang Hotels (600754.SH) received nearly 8.9 million guests from April 30 to May 4, a 13% increase from the previous year, with nearly 10,000 hotels fully booked on May 2, setting a historical record [3] - The inbound tourism market saw a significant boost, with Jinjiang Hotels hosting 4.7 times more foreign guests compared to the previous year during the holiday period [3] Group 4: Revitalization of Traditional Commercial Areas - Companies in Shanghai are enhancing consumer engagement through brand collaborations and resource integration, such as Yonghui Supermarket (601933.SH) creating a one-stop shopping experience for travelers [4] - The Yuyuan Mall reported over 1 million visitors and sales exceeding 100 million yuan during the holiday, reflecting a 100% year-on-year increase [4] - Wangfujing (600859.SH) achieved nearly 20% growth in foot traffic by organizing diverse activities across its stores in 38 cities [4]

Core Viewpoint - The company's Q1 2025 net profit exceeded previous expectations, while 2024 revenue and profit were slightly below prior forecasts. The company aims for aggressive targets in 2025, focusing on the execution pace and effectiveness of new projects [1] Investment Highlights - The forecasted EPS for 2025-2027 is 0.51, 0.54, and 0.65 yuan respectively. Considering the industry average PE of 34 for 2025, the company is assigned a 30X PE valuation, raising the target price to 15.3 yuan and maintaining a buy rating [2] - 2024 performance was slightly below expectations, with revenue of 536 million yuan (down 14.87%) and net profit of 105 million yuan (down 28.80%). The decline was attributed to operational disruptions from hotel renovations and rigid cost pressures [2] - Q4 2024 revenue was 132 million yuan, down 6.9% quarter-on-quarter and down 15.2% year-on-year, with net profit of 19 million yuan, down 41.5% quarter-on-quarter and down 28.6% year-on-year. In Q1 2025, revenue was 105 million yuan (down 1.6%), but net profit rose to 14 million yuan (up 26.45%) [2] Core Scenic Areas and Hotel Performance - Revenue from core scenic areas in 2024 was 282 million yuan (down 13.0%), with a gross margin of 70.4% (down 0.8 percentage points). Hotel revenue was 159 million yuan (down 23.1%), with a gross margin of 21.4% (down 8.5 percentage points) [3] - The company is enhancing growth through the renovation and new construction of scenic areas, such as the Nanshan Xiaozhai Phase II project, to improve brand appeal and market competitiveness [3] 2025 Operational Plan - The company plans to achieve revenue of 580 million yuan and profit of 149 million yuan in 2025, focusing on innovative operations, quality improvement, and project development to leverage its one-stop tourism destination advantage [3]