Core Viewpoint - The report outlines the transfer of 16.2673 million shares (14.70% of total shares) of Anhui Jiuhua Mountain Tourism Development Co., Ltd. from Anhui Province High-tech Industry Investment Co., Ltd. to Anhui Investment Group Co., Ltd. as part of a resource optimization strategy [1][4]. Group 1: Share Transfer Details - The share transfer is a non-compensatory transfer approved by Anhui Investment Group, with no change in the actual controller of the company, which remains under the supervision of the Chizhou Municipal Government State-owned Assets Supervision and Administration Commission [4][5]. - The transfer will result in Anhui Province High-tech Industry Investment Co., Ltd. no longer holding any shares in Anhui Jiuhua Mountain Tourism Development Co., Ltd. [5][9]. Group 2: Regulatory Compliance - The report complies with the relevant laws and regulations, including the Company Law, Securities Law, and the Measures for the Administration of the Acquisition of Listed Companies [1][2]. - The transfer has been approved by the necessary authorities, and the report confirms that there are no undisclosed material facts or misleading statements [6][7]. Group 3: Future Plans - There are currently no plans for further share acquisition or disposal by the information disclosure obligor within the next 12 months [5][9]. - The report indicates that there have been no stock transactions involving Anhui Jiuhua Mountain Tourism Development Co., Ltd. by the information disclosure obligor in the past six months [6][9].

Core Points - The announcement details a transfer of 16,267,338 shares of Jiuhua Tourism, representing 14.70% of the total share capital, from Anhui High-tech Industry Investment Co., Ltd. to Anhui Investment Group Holding Co., Ltd. [1][2] - This transfer is classified as a state-owned share transfer without compensation, which will not trigger a tender offer and will not change the controlling shareholder or actual controller of the company [1][2] - The transfer has completed internal approval processes but still requires registration with the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, indicating some uncertainty regarding final implementation [1][2] Summary of the Shareholders - Before the transfer, Anhui High-tech Industry Investment Co., Ltd. held 16,267,338 shares (14.70%), while Anhui Investment Group Holding Co., Ltd. held no shares [2] - After the transfer, Anhui High-tech Industry Investment Co., Ltd. will hold 0 shares, and Anhui Investment Group Holding Co., Ltd. will hold 16,267,338 shares (14.70%) [2] Basic Information of the Parties Involved - **Anhui High-tech Industry Investment Co., Ltd.**: Located in Hefei, with a registered capital of 1 billion yuan, primarily engaged in high-tech industry investment and related businesses [3][4] - **Anhui Investment Group Holding Co., Ltd.**: Also based in Hefei, with a registered capital of 6 billion yuan, focusing on capital operation and management of provincial construction funds [4][5] Agreement Details - The agreement specifies that the transfer of shares will occur after necessary approvals and registration are completed, with both parties agreeing to cooperate in the process [4][5] - Any disputes arising from the agreement will first be attempted to be resolved through negotiation, failing which legal action may be taken [5] Subsequent Matters - The transfer will not affect the company's daily operations or lead to changes in the controlling shareholder or actual controller [2][5] - Both parties are required to prepare simplified reports on the equity changes and disclose them in accordance with regulatory requirements [5]

Core Viewpoint - The report outlines the transfer of 16.2673 million shares (14.70% of total shares) of Anhui Jiuhua Mountain Tourism Development Co., Ltd. from its wholly-owned subsidiary, Anhui High-tech Industry Investment Co., Ltd., to Anhui Provincial Investment Group Co., Ltd. This transfer is a non-compensatory action aimed at optimizing resource allocation and enhancing management oversight of Jiuhua Tourism [1][5][7]. Group 1: Shareholding Changes - The shareholding change involves Anhui Provincial Investment Group directly holding 16.2673 million shares of Jiuhua Tourism, maintaining a 14.70% stake post-transfer [1][7]. - The transfer of shares has been approved by Anhui Provincial Investment Group and does not alter the actual controller of Jiuhua Tourism, which remains the State-owned Assets Supervision and Administration Commission of the Anhui Provincial Government [1][7]. Group 2: Purpose and Method of Transfer - The purpose of the share transfer is to further optimize resource allocation and strengthen the overall management of Jiuhua Tourism [5][7]. - The transfer is executed through a non-compensatory agreement, with no financial transactions involved, and is subject to necessary approvals and registration procedures [7][8]. Group 3: Regulatory Compliance - The report complies with the relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, ensuring that all disclosures are accurate and complete [1][5]. - The report confirms that there are no restrictions or special clauses associated with the transferred shares, and no plans for further share purchases or disposals within the next 12 months [6][8].

Core Viewpoint - The company seeks shareholder approval for its controlling shareholder, Anhui Jiuhua Mountain Cultural Tourism and Health Group Co., Ltd., to be exempt from making a tender offer following a specific A-share issuance [1][2]. Group 1: Company Actions - The company held its ninth board meeting on May 20, 2025, where it approved a proposal to seek shareholder approval for the exemption from the tender offer requirement for the controlling shareholder [1]. - The A-share issuance will involve no more than 35 specific investors, including the controlling shareholder, which will result in the controlling shareholder holding over 30% of the company's shares, triggering the tender offer regulations [1]. Group 2: Regulatory Compliance - According to Article 63 of the "Measures for the Administration of the Acquisition of Listed Companies," an investor can be exempt from making a tender offer if approved by non-related shareholders and commits to not transferring the newly issued shares for three years [2]. - The company has signed a conditional share subscription agreement with the controlling shareholder, who has committed to not transferring the shares for 36 months following the issuance [2]. Group 3: Governance and Approval Process - The board of directors has agreed to propose the exemption to the shareholders' meeting, with related directors abstaining from voting and independent directors having conducted a special review of the proposal [2]. - The proposal requires approval from the shareholders' meeting, with related shareholders abstaining from voting on the matter [2].

Core Viewpoint - Anhui Jiuhua Mountain Tourism Development Co., Ltd. has established a shareholder dividend return plan for the next three years (2025-2027) to ensure reasonable returns for investors while considering the company's long-term sustainable development [1][2]. Group 1: Principles and Considerations - The plan is based on legal regulations and aims to balance investor returns with the company's long-term interests and sustainable development [1]. - Factors considered in the planning include the company's operational status, development goals, shareholder expectations, cash flow, profitability, and external financing environment [1][2]. Group 2: Specific Dividend Return Plan - The company will implement a stable profit distribution policy, prioritizing cash dividends when conditions allow [2][4]. - Cash dividends will be distributed at least 20% of the distributable profits each year, with higher percentages based on the company's development stage and financial needs [4][5]. - The company will maintain a minimum cash dividend ratio of 20% during its growth phase, with potential adjustments as it matures [4][5]. Group 3: Decision-Making Process - The annual profit distribution plan will be proposed by the board of directors and requires majority approval from the board and shareholders [5][6]. - The audit committee will review the profit distribution proposals and ensure compliance with regulations [5][6]. - The company will actively communicate with shareholders, especially minority shareholders, to gather feedback on dividend proposals [5][6]. Group 4: Policy Review and Disclosure - The dividend policy will be reviewed at least every three years, with adjustments made based on company conditions and shareholder feedback [6][7]. - The company is required to disclose the cash dividend policy and its execution in the annual report, ensuring transparency and protection of shareholder rights [6][7].

Fundraising Plan - The company plans to raise a total of up to 500 million yuan through a private placement of A-shares, which will be allocated to various projects including the construction of a cable car at the Lion Peak Scenic Area, hotel renovations, and transportation equipment upgrades [1][2][3] Project Necessity and Feasibility Lion Peak Scenic Area Cable Car Project - The cable car project is a strategic initiative aligned with the Anhui provincial government's development goals, aimed at enhancing the cultural tourism industry in the region [3][4] - It is part of the overall planning for the Jiuhua Mountain Scenic Area, facilitating better connectivity between various scenic spots and improving visitor experience [5][6] - The project addresses the urgent need for improved transportation infrastructure in response to increased visitor traffic and environmental pressures [5][6] Hotel Renovation Projects - The renovations of Jiuhua Mountain's hotels are essential for enhancing the area's tourism image and meeting the growing expectations of modern travelers [10][11] - Upgrades are necessary to maintain competitiveness against newly opened hotels and to improve the overall guest experience [12][15] - The projects align with national and local policies promoting high-quality tourism development [13][14] Transportation Equipment Upgrade Project - The project aims to address the current inadequacies in the company's transportation capacity, particularly during peak tourist seasons [21][22] - It involves the acquisition of new vehicles to replace aging ones, ensuring better service quality and operational efficiency [21][22] - The initiative also supports local community needs by providing reliable transportation options for residents and students [22][23] Financial Impact - The fundraising will enhance the company's capital strength and asset scale, although short-term financial metrics may show a decline [27] - The successful implementation of these projects is expected to increase revenue and profitability in the long run, supporting sustainable growth [27][28]

Core Viewpoint - The announcement details the impact of the specific issuance of A-shares on the company's immediate returns, highlighting the potential dilution of earnings per share and return on equity, while outlining measures to mitigate these effects [1][5][10]. Financial Impact of the Issuance - The total share capital and net asset scale of the company will increase post-issuance, leading to a risk of diluted earnings per share and decreased return on equity in the short term [2][5]. - The estimated number of shares to be issued is 33,204,000, which will affect the financial metrics based on various profit growth assumptions [2][3]. - Under the assumption of no profit growth, the basic and diluted earnings per share are projected to decrease from 1.68 to 1.29 [4]. - If profits grow by 10%, the basic and diluted earnings per share would decrease to 1.42, while if profits grow by 20%, they would decrease to 1.55 [4]. Necessity and Reasonableness of the Issuance - The issuance is deemed necessary and reasonable as it aligns with the company's main business and future strategic direction, enhancing capital strength and providing funding for business development [5][6]. - The projects funded by the issuance include improvements to existing facilities and services, which are expected to enhance operational efficiency and customer experience [6][8]. Project Relationship and Company Preparedness - The funds will be allocated to projects closely related to the company's existing operations, including upgrades to hotels and transportation services, which are expected to improve service quality and operational efficiency [6][8]. - The company has a well-prepared team with experience in managing the new projects, ensuring effective implementation and operational support [7][8]. Measures to Mitigate Dilution of Immediate Returns - The company plans to accelerate the investment progress of the funded projects to achieve expected benefits as soon as possible, thereby enhancing profitability and reducing the dilution impact on shareholders [9][10]. - Strict management of the raised funds will be implemented to ensure they are used effectively and in accordance with regulations [9][10]. - The company will enhance its governance and internal controls to protect shareholder interests and ensure sustainable development [9][10]. Commitments from Major Stakeholders - The controlling shareholder and the board of directors have made commitments to uphold the interests of the company and its shareholders, ensuring that any dilution effects are addressed responsibly [10][11].

Group 1 - The company is planning to issue A-shares to specific investors, including its controlling shareholder, Anhui Jiuhua Mountain Cultural Tourism and Health Group Co., Ltd, which constitutes a related party transaction [1][2] - The issuance requires approval from higher-level state-owned asset management departments, the company's shareholders' meeting, and must be reviewed and registered by the Shanghai Stock Exchange and the China Securities Regulatory Commission [1][12] - The controlling shareholder holds 29.93% of the company's shares and is recognized as a related party under the Shanghai Stock Exchange's regulations [2][3] Group 2 - The transaction involves the subscription of A-shares at a price not lower than 80% of the average trading price over the previous 20 trading days, and not lower than the latest audited net asset value per share [4][5] - The final issuance price will be determined after the review and registration process, and the controlling shareholder will not participate in the pricing process but agrees to subscribe at the same price as other investors [5][7] - The funds raised will be used for various projects, including the renovation of hotels and improvements to transportation facilities, which will enhance the company's competitiveness and profitability [11][12] Group 3 - The company will not change its controlling shareholder or management structure as a result of this issuance [12] - The board of directors has approved the related party transaction, with related directors abstaining from voting [13] - The transaction is subject to various procedural requirements, including approvals from state-owned asset management departments and the shareholders' meeting [12][13]

（容诚专字2020230Z0805 号），截至 2019 年末，募集资金已使 用完毕，募集资金账户已销户，公司募集资金投资项目未发生变更，亦未发生对 外转让的情况。 关于无需编制前次募集资金使用情况报告的公告 鉴于上述情况，公司本次向特定对象发行股票无需编制前次募集资金使用情 况报告，也无需聘请会计师事务所对前次募集资金使用情况出具鉴证报告。 特此公告。 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、准确性和完整性依法承担法律责任。 证券代码：603199 股票简称：九华旅游 公告编号：临 2025-023 根据中国证券监督管理委员会《监管规则适用指引——发行类第 7 号》的有 关规定："前次募集资金使用情况报告对前次募集资金到账时间距今未满五个会 计年度的历次募集资金实际使用情况进行说明，一般以年度末作为报告出具基准 日，如截止最近一期末募集资金使用发生实质性变化，发行人也可提供截止最近 一期末经鉴证的前募报告。" 安徽九华山旅游发展股份有限公司（以下简称"公司"）自 2015 年首次公开 发行股票并上市以来，不存在通过配股、增发、可转换公司债券等方式 ...

安徽九华山旅游发展股份有限公司 募集资金管理办法 （2025年5月修订） 第一章 总 则 第一条 为规范安徽九华山旅游发展股份有限公司（以下简 称"公司"）募集资金管理，提高募集资金使用效率，根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司证 券发行注册管理办法》《上市公司募集资金监管规则》《上海证 券交易所股票上市规则》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》等法律法规和规章制定本办法。 第二条 本办法所称募集资金系指公司通过发行股票或者其 他具有股权性质的证券，向投资者募集并用于特定用途的资金， 但不包括上市公司为实施股权激励计划募集的资金。 本办法所称超募资金是指实际募集资金净额超过计划募集 资金金额的部分。 第三条 公司应当建立并完善募集资金存放、管理、使用、 改变用途、监督和责任追究的内部控制制度，明确募集资金使用 的分级审批权限、决策程序、风险控制措施及信息披露要求，规 范使用募集资金。 公司应当将募集资金内部控制制度及时在上海证券交易所 网站上披露。 第四条 公司董事会应当持续关注募集资金存放、管理和使 用情况，有效防范投资风险，提高募集资金使用效益。 公司的 ...