证券代码：000610 证券简称：西安旅游 公告编号：2025-58 号 西安旅游股份有限公司 关于子公司重大诉讼的进展公告 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。 特别提示： 一、诉讼事项的基本情况 西安旅游股份有限公司（以下简称"公司"）下属子公 司迭部县扎尕那康养置业有限公司与甘肃建投土木工程建设 集团有限责任公司建设工程施工合同纠纷诉讼，甘肃省迭 部县人民法院出具《民事判决书》后，原、被告双方均提起 上诉，具体内容详见公司于2025年7月5日、2025年7月12日 在巨潮资讯网上披露的《关于子公司重大诉讼的公告》（公 告编号：2025-30）、《关于子公司重大诉讼进展的公告》 （公告编号：2025-31）。 二、诉讼事项的进展情况 1.案件所处的诉讼（仲裁）阶段：二审判决。 2.上市公司所处的当事人地位：公司子公司迭部县扎尕 那康养置业有限公司为本案件上诉人 （原审原告、反诉被 告）。 3.涉案的金额：一审判决45,708,808.2元及案件受理等相 关费用。 4.对上市公司损益产生的影响：对公司本期利润 ...

西安旅游公告，子公司迭部县扎尕那康养置业有限公司与甘肃建投土木工程建设集团有限责任公司的建 设工程施工合同纠纷诉讼案，甘肃省甘南藏族自治州中级人民法院二审判决维持原判。一审判决金额为 4570.88万元及案件受理等相关费用。二审案件受理费37.14万元，由迭部县扎尕那康养置业有限公司负 担58432元，由甘肃建投土木工程建设集团有限责任公司负担31.29万元。上诉人甘肃建投土木工程建设 集团有限责任公司支付的鉴定费60万元，由迭部县扎尕那康养置业有限公司负担54万元；由甘肃建投土 木工程建设集团有限责任公司负担60000元。上诉人迭部县扎尕那康养置业有限公司支付的鉴定费20万 元，由其自行负担。本次诉讼预计对本期的损益影响较小，对期后利润的影响尚存在不确定性。 ...

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 tourism sector experienced a collective decline on November 20, with several companies showing significant drops in stock prices [1] - Yingxin Development fell over 8%, while Nanjing Commercial Travel and Yunnan Tourism dropped by 7% and 6% respectively [1] - Other companies such as Sanfu Outdoor, Tianfu Cultural Tourism, and others also saw declines exceeding 2% [1]

Core Insights - The A-share market saw a collective decline in tourism stocks, with notable drops in companies such as Yingxin Development, Nanjing Business Travel, and Yunnan Tourism [1] Group 1: Stock Performance - Yingxin Development experienced a decline of 8.06%, with a total market value of 19.4 billion [2] - Nanjing Business Travel fell by 7.02%, with a market capitalization of 3.249 billion [2] - Yunnan Tourism decreased by 6.09%, with a market value of 5.933 billion [2] - Sanfu Outdoor dropped over 4.26%, with a market capitalization of 2.375 billion [2] - Other companies such as Tianfu Cultural Tourism, Sanxia Tourism, Qujiang Cultural Tourism, and Xiyu Tourism also saw declines exceeding 2% [1][2] Group 2: Year-to-Date Performance - Despite the recent declines, Yingxin Development has a year-to-date increase of 51.14% [2] - Nanjing Business Travel has risen by 13.57% year-to-date [2] - Tianfu Cultural Tourism shows a significant year-to-date increase of 62.76% [2] - Xizang Tourism has a year-to-date increase of 60.35% [2]

Core Insights - Shaanxi Province is a significant birthplace of Chinese civilization, rich in historical and cultural heritage, and is also a cradle of the Chinese revolution, with abundant red cultural resources [1] - In 2024, Shaanxi Province is expected to receive 817 million domestic and international tourists, a year-on-year increase of 13.95%, with total tourism revenue reaching 766.8 billion yuan, up 16.50% [1] Overview of the Tourism Industry - The tourism industry in Shaanxi encompasses various activities, resources, and services, including tourism planning, management, and economic activities, leveraging the province's rich natural and cultural resources [2] - Shaanxi's tourism can be categorized into different types based on resource types and themes, such as historical culture tours, red tourism, and ecological tourism [2] Industry Classification - Shaanxi boasts numerous historical and cultural sites, including the Terracotta Army and Mount Huashan, alongside natural attractions like the Hukou Waterfall [3] Market Policies - The Chinese government has implemented various policies to support tourism development, including measures to enhance market order and promote smart tourism, with Shaanxi actively responding with local initiatives [5] Industry Chain - The upstream of Shaanxi's tourism industry includes the development of natural and cultural attractions, while the downstream focuses on consumer services, with a growing demand for diverse and personalized tourism experiences [6] Current Development Status - The tourism sector in Shaanxi has seen significant growth due to rising incomes, improved infrastructure, and changing consumer behaviors, with a notable increase in both domestic and international tourist numbers [9] Competitive Landscape - The tourism market in Shaanxi is characterized by a diverse and fragmented structure, with major players including Xi'an Qujiang Cultural Tourism Co., Ltd. and Shaanxi Tourism Group, which dominate the market with their resources and operational capabilities [10] Future Development Trends - The tourism industry in Shaanxi is expected to shift towards more experiential and content-driven offerings, moving away from traditional sightseeing to deeper cultural engagement, with a focus on unique local brands and IPs [12]

Core Viewpoint - Xi'an Tourism has decided to terminate its plan for a private placement of shares in 2024 due to changes in the background, purpose, and basis of the issuance, influenced by the hotel industry's situation and the company's operational performance [1][4]. Group 1: Company Performance - Xi'an Tourism has reported continuous net profit losses for four consecutive years, with a total loss of 6.54 billion yuan from 2021 to 2024 [5]. - The company's asset-liability ratio has been steadily increasing, reaching 93.55% in the first three quarters of 2025, up from 68.16% in 2022 [5]. - In the first half of 2025, the company's revenue decreased by 13.5% to 2.18 billion yuan, while it still recorded a net loss of 55.99 million yuan [5]. Group 2: Hotel Business and Market Conditions - The hotel business revenue for Xi'an Tourism saw a significant increase of 241.91% in 2023, but this growth did not continue into 2024, with revenues dropping by 9.92% and 26.87% in the first half of 2024 and 2025, respectively [3][4]. - The company had planned to invest in 17 new direct-operated hotels in major cities, but the changing competitive landscape and consumption trends in the hotel industry have led to a reassessment of this strategy [3][4]. - The hotel industry is currently in a phase of stock integration, with chain hotels benefiting from financial support and better resilience compared to single hotels [3]. Group 3: Fundraising and Financial Strategy - Initially, Xi'an Tourism aimed to raise up to 600 million yuan through a private placement, with 421 million yuan allocated for the direct-operated hotel expansion project [2]. - Following the termination of the share issuance, the company plans to raise up to 300 million yuan from its controlling shareholder, Xili Group, to alleviate financial pressure and improve its financial condition [6]. - The company's stock price has seen a rise following the announcement of the fundraising plan, with a current market capitalization of approximately 3 billion yuan [6].

Core Viewpoint - Xi'an Tourism has significantly shifted its fundraising strategy, moving from expansion plans to focusing on alleviating financial pressure through a new A-share issuance plan aimed at raising no more than 300 million yuan for working capital and debt repayment [1][3][5]. Fundraising Strategy - The company plans to raise up to 300 million yuan through a private placement of A-shares at a price of 9.8 yuan per share, with all proceeds allocated to supplementing working capital and repaying bank loans [5][6]. - This new plan marks a drastic reduction from the previous year's proposal, which aimed to raise approximately 400 million yuan for direct hotel expansion projects [3][7]. Financial Performance - In 2024, Xi'an Tourism reported a revenue of 582 million yuan, a year-on-year decline of 13.54%, with a net loss of 260 million yuan, representing a 69.13% increase in losses [10]. - The company has experienced continuous net losses for 12 years, with significant declines in its traditional commercial business, which previously accounted for over 60% of revenue [11][12]. Business Model Challenges - The shift in revenue structure has not led to profitability, as the hotel business has seen a further decline in gross margin, reaching -12.54% [13]. - Despite expanding its travel agency and hotel operations, the company faces a "bleeding growth" scenario, where increased revenue does not translate into profits, exacerbating resource consumption [14][15]. Strategic Implications - The drastic change in fundraising strategy signals a critical need for the company to optimize its cost structure and address ongoing losses in its core business [15]. - The competitive landscape in the cultural tourism industry is intensifying, and the company must confront the challenge of breaking the cycle of low margins, expansion, and financial losses [16].

Core Viewpoint - Xi'an Tourism has significantly shifted its fundraising strategy, moving from expansion plans to focusing on alleviating financial pressure through a new A-share issuance plan aimed at raising up to 300 million yuan for working capital and debt repayment [1][3][5]. Fundraising Strategy Changes - The new fundraising plan reduces the scale from approximately 400 million yuan in the previous year to a maximum of 300 million yuan, with a substantial increase in the proportion of funds allocated for debt repayment and working capital [3][5]. - The previous plan aimed to invest in direct hotel expansion projects, which has now been completely abandoned, indicating a reassessment of the company's expansion strategy in light of cash flow challenges [3][7]. Financial Performance and Challenges - Xi'an Tourism reported a 13.54% year-on-year decline in revenue for 2024, with a net loss of 260 million yuan, marking a 69.13% increase in losses compared to the previous year [9][11]. - The company's hotel business has been struggling, with a negative gross margin of -12.54% in the first half of 2025, highlighting a situation where increased revenue is leading to greater losses [9][11]. - The shift in fundraising strategy reflects the company's ongoing financial difficulties, as both the company and its major shareholder, Xi'an Tourism Group, have been experiencing continuous losses [6][11]. Strategic Implications - The drastic change in fundraising strategy signals a critical moment for Xi'an Tourism, as it must now focus on optimizing its cost structure and reversing its loss-making trend to avoid further financial strain on its major shareholder [11]. - The company’s attempts at diversification have not yielded positive results, with its commercial business showing a gross margin below 3%, indicating a lack of competitive strength compared to peers [10][11].

Core Viewpoint - Xi'an Tourism has significantly shifted its fundraising strategy, moving from expansion plans to focusing on alleviating financial pressure through a new A-share issuance plan aimed at raising up to 300 million yuan for working capital and debt repayment [1][2][4]. Fundraising Strategy - The new fundraising plan involves a reduction in the scale of fundraising from approximately 400 million yuan in the previous plan to a maximum of 300 million yuan, with a higher proportion of funds now allocated for debt repayment and working capital [2][4]. - The company has terminated its previous fundraising plan for 2024, which aimed to invest in direct hotel expansion projects [1][2]. Financial Performance - Xi'an Tourism reported a significant decline in revenue, with a 13.54% drop in 2024 to 582 million yuan and a net loss of 260 million yuan, marking a 69.13% increase in losses year-on-year [4][5]. - In the first half of 2025, the company experienced a 27.4% decrease in revenue, totaling 218 million yuan, with a net loss of approximately 55.93 million yuan [5]. Business Structure and Challenges - The company has faced a drastic change in its revenue structure, with its traditional trade business declining over 80%, while travel agency and hotel businesses have seen increased revenue shares, yet without profitability [6][7]. - The hotel business has reported a negative gross margin of -12.54%, indicating a worsening financial situation where increased revenue leads to greater losses [7][8]. Competitive Landscape - Xi'an Tourism's business model has been criticized for its weak competitiveness, especially when compared to other regional companies with significantly higher gross margins [8]. - The company's aggressive expansion strategy has resulted in a "bleeding growth" scenario, exacerbating resource consumption and financial strain [8].