广东中天律师事务所 关于广州岭南集团控股股份有限公司 2025 年第二次临时股东大会的法律意见书 广东中天律师事务所（以下简称"本所"）接受广州岭南集团控股股份 有限公司（以下简称"公司"）的委托，指派本律师担任公司 2025 年第二 次临时股东大会的见证律师，就本次股东大会的召集、召开程序、出席会 议人员资格、表决程序、表决结果等有关事宜出具本法律意见书。 公司向本所保证并承诺，其向本所提交的文件和所作的说明是真实的， 并已经提供出具本《法律意见书》所必需的、真实的原始书面文件、副本 文件，有关副本文件或复印件与原件一致。 为了出具本法律意见书，本律师审查了公司提供的有关本次股东大会 的下列文件： 1、《广州岭南集团控股股份有限公司章程》(以下简称"《公司章程》")； 2、公司于 2025 年 6 月 9 日召开的董事会十一届十七次会议决议； 3、2025 年 6 月 10 日在巨潮资讯网、《中国证券报》《证券时报》上刊 登的《关于召开 2025 年第二次临时股东大会的通知》； 4、出席本次股东大会的股东到会登记记录、身份证明及授权委托书； 致：广州岭南集团控股股份有限公司 5、本次股东大会的会议文件。 本 ...

Group 1 - The "post-examination economy" is gaining momentum as graduation travel demand continues to rise following the end of the national college entrance examination in 2025 and various middle school entrance examinations [1][2] - Data from Tongcheng Travel indicates a significant increase in flight bookings starting from the night of June 9, with over 50% of orders being a "1+1" combination of one graduate and one parent [1] - Qunar platform reports a 35% year-on-year increase in long-distance travel flight bookings since June for graduation trips [1] Group 2 - Tourist attractions are offering free or discounted entry for graduates, such as the special offer from Huaqing Palace in Shaanxi, which allows 2025 graduates to enter for free with their examination admission ticket and ID from June 9 to August 31 [1] - Companies in the tourism industry are preparing for the peak customer flow by organizing various themed activities and experiences tailored to seasonal and demographic needs [2] - Companies like Songcheng Performance Development Co., Ltd. and Wuhan Santian Cableway Group are optimizing their product and service offerings to meet market demands, including immersive experiences and cultural tourism routes [2][2]

Core Viewpoint - The establishment of the first city duty-free shop in Guangzhou marks a significant expansion of the duty-free retail sector in China, with potential implications for consumer behavior and market dynamics in the region [3][4][6]. Group 1: Establishment of Duty-Free Shops - The first city duty-free shop in Guangzhou is located on the first floor of the Friendship Store in Zhujiang New Town, with plans to open around mid-August [3][8]. - A total of eight new city duty-free shops are set to open in cities including Wuhan and Guangzhou, as part of a broader initiative to enhance the duty-free shopping experience [2][4]. - The establishment of these shops is supported by a collaboration between Guangzhou Friendship Group, China Duty Free Group, and other local enterprises [3][4]. Group 2: Regulatory Framework - The "Interim Measures for the Management of City Duty-Free Shops" issued in August 2024 outlines the establishment of one duty-free shop in each of eight designated cities, promoting the sale of easily transportable consumer goods [6][14]. - The measures encourage the sale of domestic products, aiming to enhance the appeal of city duty-free shops to both domestic and international travelers [6][14]. Group 3: Market Dynamics and Consumer Behavior - The Guangzhou Friendship Store has a history of serving foreign guests and has been a pilot for the "buy and refund" tax refund policy, which has attracted international travelers [9][19]. - The store's offerings include a variety of high-end products, with electronics and cosmetics being particularly popular among foreign consumers due to competitive pricing and tax refund benefits [9][19]. - The growth of inbound tourism is expected to create new opportunities for city duty-free shops, as evidenced by a significant increase in foreign visitors during recent holidays [20][21]. Group 4: Industry Trends and Future Outlook - The duty-free market in China is evolving, with a shift from traditional duty-free formats to city-based retail, which offers more convenient shopping options [14][19]. - Despite the initial excitement surrounding new duty-free shops, experts caution that sustained success will depend on broader economic conditions and consumer preferences [19][20]. - The performance of existing duty-free operators, such as China Duty Free Group, reflects the challenges and opportunities within the market, with recent reports indicating a decline in revenue but a recovery in airport duty-free sales [16][17].

Core Insights - A new batch of eight city duty-free shops is being established in cities like Wuhan and Guangzhou, with the first shop in Guangzhou set to open in mid-August 2024 [2][4] - The establishment of these shops marks a significant expansion of the duty-free business for companies like Wangfujing and Guangzhou Friendship, transitioning from offshore and airport duty-free to city-based operations [3][7] Company Developments - Guangzhou Friendship Group, in collaboration with China Duty Free Group and others, is launching a city duty-free store in Guangzhou, enhancing its retail offerings [2][4] - Wangfujing's first city duty-free store in Wuhan is currently in trial operation, representing a key step in its overall duty-free strategy [3][6] Market Context - The Ministry of Finance and other departments have issued guidelines for city duty-free shops, allowing one store each in eight major cities, focusing on easily transportable consumer goods and promoting domestic products [4][7] - The city duty-free market in China is expected to grow, with the potential for increased sales as it currently represents only 2% of the overall duty-free market, compared to over 50% in South Korea [7][8] Consumer Trends - The demand for duty-free shopping is anticipated to rise with the recovery of inbound tourism, as evidenced by a 43.1% increase in foreign visitors during the recent holiday period [11] - The Guangzhou Friendship store has already seen interest from international travelers, particularly in electronics and cosmetics, benefiting from a "buy and refund" policy [5][6] Financial Performance - China Duty Free Group reported a decline in revenue and net profit in 2024, with a notable drop in Hainan's revenue, but airport duty-free sales have shown recovery, with significant growth in Beijing and Shanghai [8][9] - The overall duty-free market is expected to see sustained growth due to the new city duty-free policies, although challenges remain in the broader retail environment [10]

Core Viewpoint - Lingnan Holdings is accelerating its asset-light transformation through strategic adjustments, including long-term leasing of properties, hotel management agreements, and the sale of equity stakes, despite facing challenges in revenue growth and profitability [1][4][5]. Group 1: Strategic Adjustments - The company announced a 12-year lease for 11,000 square meters of property at Dongfang Hotel, with a total rental income of approximately 63.19 million yuan and management fees of 15.80 million yuan [2]. - Lingnan Holdings' subsidiary signed a 10-year management agreement for seven hotels, with a total service fee of 123 million yuan, aiming to leverage its expertise in hotel management [4]. - The company plans to publicly transfer 3.92% of its stake in Guangzhou World Wonder, with a starting price of 23.66 million yuan, to focus on its core business [5]. Group 2: Financial Performance - In 2024, the company expects a revenue increase of 25.43% to 4.309 billion yuan, but the net profit excluding non-recurring items is projected to grow only 1.17% [1][10]. - The gross margin for the travel agency business is under pressure, and the hotel management business has seen a decline in profitability, with hotel management gross margin dropping by 8.21 percentage points to 27.29% [4][10]. - The company reported a significant increase in investment cash inflow by 353.6% year-on-year, largely due to dividends from its stake in World Wonder [5]. Group 3: Market Position and Challenges - Lingnan Holdings is entering the duty-free market in Guangzhou, collaborating with major partners to establish a joint venture, which is seen as a potential growth area [8][9]. - The company faces challenges in recovering its pre-pandemic performance levels, with 2019 revenues and net profits significantly higher than current projections [10][11]. - The competitive landscape in the tourism industry is intensifying, and the company must navigate the complexities of transforming its business model while managing operational costs [11].

证券简称：岭南控股 证券代码：000524 公告编号：2025-033 号 广州岭南集团控股股份有限公司 重要提示：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。 本次权益分派股权登记日为：2025 年 6 月 18 日，除权除息日为：2025 年 6 月 19 日。 四、权益分派对象 本次分派对象为：截止 2025 年 6 月 18 日下午深圳证券交易所收市后，在中 国证券登记结算有限责任公司深圳分公司（以下简称"中国结算深圳分公司"） 登记在册的本公司全体股东。 广州岭南集团控股股份有限公司（以下简称"公司"或"本公司"）2024 年 度利润分配方案已获 2025 年 4 月 25 日召开的 2024 年度股东大会审议通过，现 将权益分派事宜公告如下： 一、股东大会审议通过利润分配方案的情况 年度股东大会审议通过。2024 年度利润分配方案的具体内容为：以 2024 年 12 月 31 日总股本 670,208,597 股为基数，向公司全体股东每 10 股派发现金红利 本次利润分配方案实施前公司总股本由于可转债转股、股份回购、股权激励行权、 再融资新增股份 ...

证券简称：岭南控股 证券代码：000524 公告编号：2025-033 号 广州岭南集团控股股份有限公司 重要提示：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。 广州岭南集团控股股份有限公司（以下简称"公司"或"本公司"）2024 年 度利润分配方案已获 2025 年 4 月 25 日召开的 2024 年度股东大会审议通过，现 将权益分派事宜公告如下： 一、股东大会审议通过利润分配方案的情况 1、公司 2024 年度利润分配方案已获 2025 年 4 月 25 日召开的公司 2024 年度股东大会审议通过。2024 年度利润分配方案的具体内容为：以 2024 年 12 月 31 日总股本 670,208,597 股为基数，向公司全体股东每 10 股派发现金红利 0.80 元（含税）,不送红股，也不以公积金转增股本。 2、自分配方案披露至实施期间，公司股本总额未发生变化。 3、本次实施的分配方案与 2024 年度股东大会审议通过的分配方案一致。若 本次利润分配方案实施前公司总股本由于可转债转股、股份回购、股权激励行权、 再融资新增股份上市等原因发生变动，公司将 ...

Core Insights - The report highlights a mixed economic outlook with May CPI slightly above consensus expectations while PPI fell short, indicating ongoing inflationary pressures primarily driven by energy prices [3][8][10] - The report identifies a positive trend in high-end equipment manufacturing prices, contrasting with the weakness in energy and raw material prices [3][11] Economic Overview - In May, the CPI experienced a year-on-year decline of 0.1%, primarily due to a 6.1% drop in energy prices, which accounted for approximately 0.47 percentage points of the CPI decline [9][10] - The core CPI rose by 0.6% year-on-year, with service prices increasing by 0.5%, indicating resilience in the service sector despite overall weak domestic demand [8][9] - The PPI saw a year-on-year decrease of 3.3%, with production materials down 4.0% and living materials down 1.4%, reflecting international input factors and domestic price declines [10][11] Market Performance - The report lists key stocks to watch, including SF Holding (顺丰控股), Anji Technology (安集科技), and others, indicating potential investment opportunities in these sectors [2] - The performance of various industry indices shows pharmaceuticals leading with a 2.30% increase, while food and beverage sectors experienced a decline of 0.43% [5] Sector Analysis - The report emphasizes the recovery in certain sectors, particularly high-end manufacturing, which is seeing price increases due to improved supply-demand dynamics [11] - The food and beverage sector's performance is noted as weaker, with a decline in prices, contrasting with the resilience observed in the pharmaceutical sector [5][11]

Core Viewpoint - Guangzhou Lingnan Group Holdings Co., Ltd. is taking strategic steps to optimize its asset structure and enhance its core business through various financial maneuvers and partnerships [1][2][4]. Group 1: Equity Transfer - The company has approved the public transfer of a 3.92% stake in Guangzhou World Grand View Co., Ltd. with a starting price of 23.6576 million yuan, based on an asset valuation report [1]. - The transfer will be conducted through the Guangdong United Property Rights Exchange Center, with a maximum listing period of 12 months [1]. Group 2: Credit Facilities - The company's subsidiary, Guangzhou Guangzhilv International Travel Agency Co., Ltd., is authorized to apply for a credit facility of 100 million yuan from the Industrial and Commercial Bank of China [2]. - Additionally, a fully-owned subsidiary, Guangzhou Guangzhilv Air Service Co., Ltd., will seek a credit facility of 20 million yuan from China Everbright Bank for issuing bank guarantees [2]. Group 3: Property Leasing - The company plans to lease property from its Eastern Hotel branch to Guangzhou Guangbai Exhibition and Trade Co., Ltd. for a total rental fee of approximately 78.99 million yuan, which includes a rental amount of about 63.19 million yuan [2][3]. Group 4: Hotel Management Partnership - The company’s wholly-owned subsidiary, Guangzhou Lingnan Hotel Property Management Co., Ltd., will engage in a cooperative management agreement with Guangzhou Travel Industry Co., Ltd. to manage seven hotels, with a management period from July 1, 2025, to June 30, 2035 [4]. - The total basic service fee for this management agreement is estimated to be around 122.66 million yuan over the duration of the contract [4]. Group 5: Shareholder Meeting - The company has resolved to convene its second extraordinary general meeting of 2025 to discuss the aforementioned proposals [5].

Meeting Overview - The company will hold its second extraordinary general meeting of shareholders in 2025 on June 25, 2025, at 15:30 [1] - The meeting will combine on-site voting and online voting through the Shenzhen Stock Exchange systems [2] Voting Rights and Participation - All ordinary shareholders registered by the close of trading on June 20, 2025, are entitled to attend the meeting and vote [2] - Shareholders unable to attend can authorize a proxy to represent them, and the proxy does not need to be a shareholder of the company [2][3] Agenda Items - The meeting will discuss two proposals related to related party transactions: 1. Leasing properties by subsidiaries 2. Cooperative operations by wholly-owned subsidiaries [3] - Related shareholders will abstain from voting on these proposals due to conflicts of interest [3] Voting Process - The voting will be conducted through the Shenzhen Stock Exchange trading system and internet voting system [4] - The proposals are non-cumulative voting proposals, and shareholders can express their votes as agree, disagree, or abstain [6] Registration and Documentation - Shareholders must register for the meeting with identification and proof of shareholding [4] - The meeting will last half a day, and participants will bear their own travel and accommodation costs [4] Additional Information - The company will separately count votes from minority investors for the proposals that significantly affect their interests [4]