Core Insights - Zhangjiajie Tourism Group Co., Ltd. (referred to as "Zhangjiajie Group") has made significant progress in its restructuring efforts, with a total investment of approximately 1.586 billion yuan from 17 investors, indicating strong confidence in the company's post-restructuring value [1][2][3] - The restructuring involves strategic investments from major state-owned enterprises, which will help alleviate Zhangjiajie Group's debt and liquidity issues, enabling the company to return to normal operations [2][3] - The domestic cultural and tourism market is experiencing a robust recovery, providing Zhangjiajie Group with unprecedented development opportunities as a world-class tourist destination [3] Investment and Financial Details - Zhangjiajie Group has completed two rounds of agreements since November 13, with investments led by Hunan Broadcasting and Television Group's subsidiaries, including Hunan Electric Media Co., Ltd. and Mango Super Media Co., Ltd., along with 15 other strong enterprises [1] - The first batch of eight strategic investors, including state-owned enterprises, subscribed to 325 million shares at a price of 3.96 yuan per share, totaling an investment of approximately 1.287 billion yuan [1] - Nine financial investors acquired 41 million shares at a price of 7.3 yuan per share, contributing an additional investment of about 299 million yuan [1] Operational Recovery and Market Position - In 2022, Zhangjiajie Group optimized costs and secured over 70 million yuan in government support, which helped alleviate financial pressure [2] - The company achieved a year-on-year revenue growth of 217.02% in 2023, indicating effective measures to increase income [2] - Zhangjiajie Group operates a comprehensive resource ecosystem, including tourism agencies, scenic spots, transportation, hotels, and online marketing platforms, making it an indispensable player in the local tourism market [2][3]

Core Viewpoint - Zhangjiajie Tourism Group Co., Ltd. has entered a restructuring process, supported by strong backing from state-owned enterprises, local government policies, and systematic governance optimization, which together create a solid value foundation for long-term investment [1] Group 1: Restructuring Highlights - The participation of multiple state-owned listed companies in the restructuring provides stable expectations and quality resource support [1] - Hunan Electric Media Co., Ltd., as a leading cultural enterprise in Hunan Province, offers robust policy coordination and resource support for cultural tourism integration projects [1] - The core implementation entity, Mango Cultural Tourism Investment Co., Ltd., will leverage its nearly 20 years of experience in cultural tourism project management for the transformation of Duyong Ancient City [2] Group 2: Collaborative Efforts - A specialized operating company will be jointly established by Electric Media and other professional cultural tourism institutions to lead the quality improvement and market-oriented operation of Duyong Ancient City [2] - Caesar Travel Development Co., Ltd. will collaborate with Zhangjiajie Tourism Group on tourism product development, supply chain optimization, and expanding domestic and international customer sources [2] - The involvement of Jifuqingyuan Investment Partnership will inject cultural connotations into the scenic area, enhancing visitor return rates through brand linkage and co-hosted events [2] Group 3: Financial and Structural Support - Zhangjiajie Industrial Investment (Holding) Co., Ltd. has acquired 1.09 billion shares at a price of 3.96 yuan per share, demonstrating confidence in the company's future development [3] - The restructuring agreement includes participation from 17 restructuring investors, many of whom have state-owned backgrounds, providing dual guarantees of financial support and resource empowerment [3] - The implementation of the restructuring plan is expected to fundamentally improve the asset-liability structure of Zhangjiajie Tourism Group, enhancing the profitability of its core business [3]

Market Overview - The tourism and scenic spots sector experienced a decline of 3.08% on November 21, with Dalian Shengya 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] Stock Performance - Dalian Shengya saw a significant drop of 10.00%, closing at 47.34, with a trading volume of 147,500 shares and a transaction value of 714 million [2] - Other notable declines included Tianfu Culture Tourism (-4.18%), Changzi Mountain (-4.08%), and Qujiang Culture Tourism (-3.93%) [2] Capital Flow - The tourism and scenic spots sector experienced a net outflow of 486 million from main funds, while retail investors saw a net inflow of 461 million [2] - The sector's overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors increased their positions [2] Individual Stock Capital Flow - Yunnan Tourism had a main fund net inflow of 10.99 million, while it faced a retail net outflow of 32.27 million [3] - Huangshan Tourism and Sanxia Tourism experienced significant net outflows from main funds, at 10.61 million and 11.62 million respectively, while both saw positive retail inflows [3]

Group 1 - The completion of the Alshan Huaren Hope Town marks the 16th such project by Huaren in China, covering an area of 4,050 acres and benefiting 655 households and 1,394 people [1] - The project includes the renovation of local residential areas and the construction of various facilities such as a visitor reception center, multi-functional conference center, restaurant, villas, supermarket, outdoor hot springs, and tennis courts, enhancing public service capabilities in the region [1] Group 2 - Zhangjiajie Tourism Group signed restructuring investment agreements with multiple investors, including Hunan Electric Media and Caesar Travel, with a total stock transfer of 366 million shares valued at approximately 1.586 billion yuan [1] - A total of 45 potential investors submitted restructuring investment proposals during the pre-restructuring phase [1] Group 3 - China Great Wall Asset Management and Huaren Asset Management signed a cooperation agreement for the Fengtai Majia堡 project, which involves a shopping center of over 60,000 square meters [2] - The project will follow a full-cycle revitalization model, including asset debt settlement, renovation, operational enhancement, and exit strategies [2] Group 4 - Huazhu Group reported a revenue increase of 8.1% year-on-year to 7 billion yuan in Q3 2025, with adjusted EBITDA rising by 18.9% to 2.5 billion yuan and a profit margin of 36.1% [2] - The company opened 749 new hotels in China during the third quarter, bringing the total number of operating hotels to 12,580 [2] Group 5 - Beijing's financial authorities issued a plan to enhance consumer services for the elderly, focusing on comprehensive financial services tailored to different stages and characteristics of the aging population [2] - The plan aims to support various consumer sectors, including goods, tourism, dining, and elder care, while optimizing financial products and services [2] Group 6 - Dayuecheng Real Estate successfully acquired four land parcels in Chengdu's Qingyang District for 2.65 billion yuan, covering a total area of approximately 134,500 square meters [2] - The land includes two commercial service plots and two residential plots, with a unified development plan for a large commercial complex and high-end residential project [2]

Core Viewpoint - Zhangjiajie Tourism Group Co., Ltd. announced that the lawsuit filed by Hunan Construction Group Co., Ltd. has been withdrawn, which will not negatively impact the company's daily operations [2][6]. Group 1: Lawsuit Background - On May 14, 2025, Zhangjiajie Tourism Group and its wholly-owned subsidiary, Zhangjiajie Dayong Ancient City Development Co., Ltd., were served with a civil lawsuit from Hunan Construction Group regarding a bankruptcy debt confirmation dispute [3]. - The case was accepted by Zhangjiajie Intermediate People's Court on May 12, 2025 [3]. Group 2: Lawsuit Progress - On November 18, 2025, the company received a civil ruling from Zhangjiajie Intermediate People's Court, allowing Hunan Construction Group to withdraw the lawsuit [4]. - The case acceptance fee was 326,800 yuan, with a reduced charge of 163,400 yuan to be borne by the plaintiff [5]. Group 3: Impact on the Company - The withdrawal of the lawsuit will not have a negative impact on the company's daily operations [6]. - The company will continue to monitor legal matters closely and uphold its legal rights while maintaining its reputation and shareholder interests [6].

证券代码：000430 证券简称：*ST张股 公告编号：2025-056 张家界旅游集团股份有限公司 关于诉讼进展暨收到撤诉裁定的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 特别提示： 1.案件所处的诉讼阶段:原告撤诉 2.上市公司所处的当事人地位:被告 二、诉讼进展情况 2025 年 11 月 18 日，公司收到张家界中院送达的（2025）湘 08 民初 5 号《民事裁定书》。依照《中华人民共和国民事诉讼法》第一 百四十八条第一款的规定，裁定如下： 准许原告湖南建工集团有限公司撤诉。 案件受理费 326,800 元，减半收取计 163,400 元，由原告湖南建 工集团有限公司负担。 三、本次诉讼事项对公司的影响 根据湖南省张家界市中级人民法院的裁定书，本次诉讼事项为原 告撤诉，不会对公司的日常生产经营产生负面影响。 公司将密切关注并高度重视公司诉讼事项，依法主张自身合法权 益，切实维护公司名誉和股东利益，同时将根据《深圳证券交易所股 票上市规则》等有关规定按要求及时履行信息披露义务，敬请投资者 注意投资风险。 3.对上市公司的影响:根据湖南省张家界 ...

Core Viewpoint - Zhangjiajie Tourism Group's restructuring has made significant progress with investments from 17 enterprises totaling approximately 1.586 billion yuan, despite a lackluster market reaction [1][2] Investment and Restructuring - The restructuring model involves strategic investments from various sectors, including content, channels, and branding, aimed at revitalizing projects and addressing debt [2] - The involvement of local government and state-owned enterprises is crucial, indicating strong local support for the restructuring process [2] Investor Contributions - The 17 participating enterprises bring diverse strengths, including project revitalization, business expansion, resource integration, and asset management, providing comprehensive support for the group's restructuring [3] - Key investors like Hunan Electric Media and Mango Cultural Tourism will focus on enhancing the Duyong Ancient City project through product development and marketing strategies [3] - After the restructuring plan is executed, Caesar Travel Industry will leverage its resources to foster collaboration with Zhangjiajie Tourism Group, aiming to expand business scale and improve revenue and profit levels [3] Financial Challenges - The Duyong Ancient City project has been a significant financial burden, with continuous losses contributing to the group's overall financial strain [5][7] - From 2022 to 2024, the group's net profits were -260 million yuan, -239 million yuan, and -582 million yuan, indicating a worsening financial situation [5] - As of June 30, 2025, the company had current liabilities of 757 million yuan against current assets of only 115 million yuan, highlighting severe short-term solvency issues [6] Project Performance - The Duyong Ancient City project has accumulated losses of 1.08 billion yuan from 2021 to 2024, with total assets of 1.395 billion yuan and total liabilities of 1.697 billion yuan, resulting in negative net assets [8] - The project has been criticized for its poor market positioning and execution, with the chairman acknowledging the misjudgment in replicating similar projects without proper market analysis [8] - The restructuring is seen as a critical opportunity to address these challenges, with expectations that strategic investors will enhance the project's content and customer experience [8]

Core Insights - The tourism and scenic area sector experienced a decline of 1.58% on November 18, with *ST Zhang leading the drop [1][2] - The Shanghai Composite Index closed at 3939.81, down 0.81%, while the Shenzhen Component Index closed at 13080.49, down 0.92% [1] Sector Performance - Notable gainers included: - Sanxia Tourism (002627) with a closing price of 6.54, up 2.35% and a trading volume of 269,200 shares [1] - Dalian Shengya (600593) closed at 53.75, up 1.24% with a trading volume of 154,500 shares [1] - Major decliners included: - *ST Zhang (000430) closed at 8.68, down 5.03% with a trading volume of 110,400 shares [2] - Xiyu Tourism (300859) closed at 36.60, down 4.34% with a trading volume of 81,400 shares [2] Capital Flow - The tourism and scenic area sector saw a net outflow of 375 million yuan from main funds, while retail investors contributed a net inflow of 388 million yuan [2][3] - Specific stock capital flows indicated: - Tianfu Cultural Tourism (000558) had a main fund net inflow of 5.31 million yuan, but a net outflow from retail investors of 6.47 million yuan [3] - Huangshan Tourism (600054) experienced a main fund net outflow of 3.81 million yuan, with a retail net inflow of 4.94 million yuan [3]

本所依据本法律意见书出具日之前已经发生或存在的 事实及中国（为出具本法律意见书之目的，本法律意见书中 的"中国"仅指中国大陆地区，不包括香港特别行政区和澳 门特别行政区及台湾地区）现行法律、法规及规范性文件发 表法律意见。本所同意将本法律意见书作为公司本次会议公 告的法定文件，随公司其他公告一并提交深圳证券交易所审 查并予以公告。 湖南人和人（张家界）律师事务所 关于张家界旅游集团股份有限公司 2025 年第二次临时股东会的法律意见书 致：张家界旅游集团股份有限公司 湖南人和人（张家界）律师事务所（以下简称"本所"）， 接受张家界旅游集团股份有限公司（以下简称"公司"）的 委托，指派本所律师出席公司 2025 年第二次临时股东会（以 下简称"本次会议"），并根据《中华人民共和国公司法》 （ 以下简称"《公司法》"）、《中华人民共和国证券法》 （以 下简称"《证券法》"）、《上市公司股东会规则》 （以下简 称"《股东会规则》"）以及《张家界旅游集团 股份有限公司章程》（以下简称"《公司章程》"）的规定 出具本法律意见。 在本法律意见书中，本所律师仅对本次会议的召集和召 开程序、出席会议人员的资格、召集人的资格、 ...

张家界旅游集团股份有限公司 章 程 二○二五年十一月十七日 （经公司 2025 年第二次临时股东会审议通过） — 1 — 第一章 总则 第一条 为维护公司、股东和债权人的合法权益，规范公司的组织和行为，充分发 挥中国共产党的政治核心作用,根据《中华人民共和国公司法》(以下简称《公司法》)、 《中华人民共和国证券法》(以下简称《证券法》)、《中国共产党党章》（以下简称《党 章》）和其他有关规定，制订本章程。 第二条 公司系依照《股份有限公司规范意见》和其他有关规定组成的股份有限公 司。 公司是经湖南省股份制改革试点领导小组湘改字(1992)16 号文批准，以定向募集方 式设立并在湖南省工商行政管理局注册登记，取得营业执照。公司成立后，按照有关规 定，对照《公司法》进行了规范，并于 1997 年 1 月 2 日依法履行了工商登记手续。 第三条 公司于1996 年8月 6日经中国证监会批准首次向社会公众发行人民币普通 股 1000 万股。公司向境内投资人发行的以人民币认购的内资股 1000 万股，于 1996 年 8 月 29 日在深圳证券交易所上市。 公司于 2011 年 3 月 28 日经中国证券监督管理委员会 ...