国浩律师（上海）事务所 关于凯撒同盛发展股份有限公司 为出具本法律意见书，本所律师审查了公司提供的有关本次大会各项议程及 相关文件，听取了公司董事会就有关事项所作的说明。 在审查有关文件的过程中，公司向本所律师保证并承诺，其向本所提供的文 件和所作的说明是真实的，有关副本材料或复印件与原件一致。 公司向本所律师保证并承诺，公司已将全部事实向本所披露，无任何隐瞒、 遗漏、虚假或误导之处。 本法律意见书仅用于为公司 2025 年第三次临时股东会见证之目的。本所律 师同意公司将本法律意见书作为本次股东会的法定文件，随其他文件一并报送深 圳证券交易所审查并予以公告。 本所律师根据《证券法》的要求，按照律师行业公认的业务标准、道德规范 和勤勉尽责精神，出具法律意见如下： 一、本次股东会的召集、召开程序 本次股东会的议案经公司第十一届董事会第二十五次会议审议通过，公司于 2025 年 11 月 1 日在指定披露媒体上刊登《凯撒同盛发展股份有限公司关于召开 2025 年第三次临时股东会的通知》（以下简称"《通知》"）。公司发布的《通 知》载明了会议的时间、地点、召开方式、审议事项、出席对象、登记办法等事 项。 2025 年 ...

证券代码：000796 证券简称：凯撒旅业 公告编号：2025-068 凯撒同盛发展股份有限公司 第十一届董事会第二十六次会议决议公告 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。 凯撒同盛发展股份有限公司（以下简称"公司"）第十一届董事会第二十六次 会议于 2025 年 11 月 17 日以现场结合通讯方式召开，会议由董事长迟永杰先生主持。 会议通知于 2025 年 11 月 12 日以电子邮件及电话方式通知各位董事。会议应到董事 11 人，亲自出席 11 人，委托他人出席 0 人，缺席 0 人，公司高级管理人员列席了会 议。会议符合《公司法》及《公司章程》的有关规定。 会议审议并表决了以下事项： 1、审议通过了《关于制订<内部控制制度>的议案》 会议以 11 票同意，0 票反对，0 票弃权，审议通过了《关于制订<内部控制制度> 的议案》。制订的《内部控制制度》于同日刊登在巨潮资讯网 www.cninfo.com.cn。 2、审议通过了《关于重新制订<内幕信息知情人登记管理制度>的议案》 4、审议通过了《关于重新制订<投资者关系管理工作细则>的议案》 会议 ...

Core Insights - The tourism and scenic spots sector experienced a rise of 0.77% on November 17, with Dalian Shengya leading the gains [1] - The Shanghai Composite Index closed at 3972.03, down 0.46%, while the Shenzhen Component Index closed at 13202.0, down 0.11% [1] Sector Performance - Dalian Shengya (600593) closed at 53.09, up 7.01% with a trading volume of 170,400 shares and a transaction value of 880 million [1] - Caesar Travel (000796) closed at 8.17, up 6.10% with a trading volume of 2,343,000 shares and a transaction value of 1.9 billion [1] - Changbai Mountain (660509) closed at 52.90, up 4.92% with a trading volume of 175,700 shares and a transaction value of 932 million [1] - Tianfu Culture and Tourism (000558) closed at 5.62, up 4.07% with a trading volume of 1,028,900 shares and a transaction value of 572 million [1] - Emei Mountain A (000888) closed at 13.12, up 1.47% with a trading volume of 108,100 shares and a transaction value of 141 million [1] Capital Flow - The tourism and scenic spots sector saw a net outflow of 244 million from main funds, while retail investors contributed a net inflow of 235 million [2] - The main funds' net inflow for Tianfu Culture and Tourism was 93.67 million, while retail investors had a net outflow of 82.61 million [3] - Dalian Shengya had a main fund net inflow of 24.47 million, with retail investors experiencing a net outflow of 47.64 million [3]

Core Viewpoint - Caesar Travel Industry (000796.SZ) has not yet ventured into AI travel itinerary planning or AI tour guide services, focusing instead on building product barriers through self-developed offerings [1] Group 1: Company Strategy - The company emphasizes self-research and development to create unique product competitiveness [1] - It has established a product system covering 28 major themes and over 120 countries and regions [1] - The self-operated product development team is a key component in creating non-replicable products [1]

Core Viewpoint - *ST Zhang's stock price fell to 9.14 yuan per share, hitting the daily limit down on November 17, 2023, following the announcement of a restructuring investment agreement with several investors [1][2]. Company Summary - On November 14, Zhangjiajie Tourism Group Co., Ltd. announced the signing of a restructuring investment agreement with several investors [2]. - The agreement involves eight companies, including Hunan Electric Media Co., Ltd. and Mango Cultural Tourism Investment Co., Ltd., which will acquire a total of 325 million shares of Zhangjiajie Tourism Group, representing approximately 80.28% of the total share capital [2]. - The total consideration for the shares being acquired amounts to 1.287 billion yuan [2].

Core Viewpoint - *ST Zhangjiajie has signed a restructuring investment agreement with three A-share companies, aiming to improve its financial situation and operational capabilities through capital restructuring and the establishment of a new operational company for the Duyong Ancient City project [1][3][8]. Group 1: Restructuring Investment - The restructuring investment involves eight companies, including three A-share listed companies: Electric Broadcasting Media, Mango Super Media, and Caesar Travel [1][3]. - The total number of shares to be transferred in the restructuring is 325 million, accounting for approximately 80.28% of the total share capital, with a total consideration of 1.287 billion yuan [1][5]. - The restructuring plan includes a capital reserve conversion to increase share capital, with specific share prices set at 3.96 yuan per share for various investors [3][4][5]. Group 2: Financial Performance - Zhangjiajie has faced continuous losses since 2020, with a projected net loss of 582 million yuan for 2024, largely attributed to the Duyong Ancient City project [2][7]. - In the first three quarters of 2025, Zhangjiajie reported revenue of 337 million yuan, an increase of 8.51% year-on-year, but still incurred a net loss of 22.4 million yuan [2][7]. - The third quarter of 2025 showed a revenue of 143 million yuan, up 4.82% year-on-year, with a significant net profit increase of 405.29% to 10.87 million yuan, primarily due to non-operating income [2][7]. Group 3: Duyong Ancient City Project - The Duyong Ancient City project, initiated in 2016, has faced significant financial challenges, with cumulative losses from 2021 to 2024 amounting to 596 million yuan [6][7]. - The project aims to undergo quality improvement and transformation through a joint venture with Electric Broadcasting Media, Mango Cultural Tourism, and Mango Super Media [8][9]. - The goal is to establish Duyong Ancient City as a base for Mango's film and television productions, enhancing its marketability and operational sustainability [8][9].

Core Viewpoint - The company is leveraging technology to achieve industry upgrades and aims to set a benchmark for industry development through actual performance returns to patient capital [1][2]. Group 1: Industry Changes - The tourism industry is undergoing four significant changes: 1. Market structure is shifting with Generation Z emerging as a major purchasing power, alongside a growing silver-haired tourism segment driven by retirees [1]. 2. Consumer habits are evolving from superficial sightseeing to in-depth travel experiences and local cultural engagement, marking a transition to a third consumption era focused on emotional awakening and experience [1]. 3. The maturity of technologies such as VR, AI, and AR is reshaping the design, manufacturing, and presentation of tourism products, making digitalization a core competitive advantage [1]. 4. Industry competition is moving from resource monopolization to content innovation and IP creation, leading to unique competitive advantages [1]. Group 2: Company Strategy - The company is utilizing its state-owned platform's resources and credit advantages to upgrade its operations, focusing on locations in Qingdao and Hainan [1]. - A diversified sales system has been established, integrating online and offline channels, with over 300 retail networks centered in Beijing, Qingdao, Xiamen, and Haikou, while actively expanding online presence on platforms like Xiaohongshu and Douyin [1]. - The company is also significantly developing inbound tourism through its overseas subsidiaries [1]. Group 3: Product Development - The company is enhancing its main brand, Caesar Tourism, while simultaneously developing sub-brands such as Caesar Cruises, Caesar Health, Caesar Outdoor, and Tourism+ [2]. - Coastal destinations are being targeted as a second growth curve, leveraging the advantages of Qingdao and Hainan for north-south collaboration and differentiated competitiveness [2]. Group 4: Financial Support and Future Outlook - In July 2023, the company entered a pre-restructuring process, with the state-owned Qindao Guokai Huanhai Bay Group and over ten other investors injecting nearly 1.3 billion yuan in long-term capital into the listed company [2]. - The compliance and internal control advantages of state capital are contributing to a more stable development for the company, while its market-oriented team and mindset are enhancing shareholder resource efficiency and improving operational performance [2]. - The company plans to continue deepening its transformation and upgrading efforts to create greater value for shareholders and contribute more to industry development [3].

Core Viewpoint - The company is leveraging technology to achieve industry upgrades and aims to set a benchmark for industry development through actual performance returns to patient capital [1][2]. Group 1: Industry Changes - The tourism industry is undergoing four significant changes: 1. Market structure is shifting with the rise of Generation Z as a major purchasing power and a growing elderly demographic driving silver tourism [1]. 2. Consumer habits are evolving from superficial sightseeing to in-depth travel and cultural experiences, marking a transition to a third consumption era focused on emotional awakening and experience [1]. 3. The maturity of technologies such as VR, AI, and AR is reshaping the design, manufacturing, and presentation of tourism products, making digitalization a core competitive advantage [1]. 4. Industry competition is moving from resource monopolization to content innovation and IP creation, leading to unique competitive advantages [1]. Group 2: Company Strategy - The company is utilizing the resource and credit advantages of state-owned platforms to upgrade its industry, focusing on Qingdao and Hainan for development [1]. - A diversified sales system has been established, integrating online and offline channels, with over 300 retail networks centered in Beijing, Qingdao, Xiamen, and Haikou, while actively expanding online channels on platforms like Xiaohongshu and Douyin [1]. - The company is also significantly developing inbound tourism through its overseas subsidiaries [1]. Group 3: Product Development - The company is enhancing its main brand, Caesar Tourism, while simultaneously developing sub-brands such as Caesar Cruises, Caesar Health, Caesar Outdoor, and Tourism+ [2]. - Coastal destinations are being targeted as a second growth curve, leveraging the advantages of Qingdao and Hainan for north-south collaboration and differentiated competitiveness [2]. Group 4: Financial Support and Future Outlook - In July 2023, the company entered a pre-restructuring process, with the state-owned Qindao Guokai Huanhai Group and over ten strong investors injecting nearly 1.3 billion yuan in long-term capital into the listed company [2]. - The compliance and internal control advantages of state capital are contributing to a more stable development for the company, while its market-oriented team and mindset are enhancing shareholder resource efficiency and improving operational performance [2]. - The company plans to continue deepening its transformation and upgrading efforts to create greater value for shareholders and contribute more to industry development [3].

Core Viewpoint - *ST Zhanggu has signed a restructuring investment agreement with eight investors, including three A-share companies: Electric Broad Media, Mango Super Media, and Caesar Travel, to facilitate its restructuring process amid debt issues [1][3]. Group 1: Restructuring Agreement - The restructuring investment agreement was signed on November 13, involving multiple investors, including Electric Broad Media, Mango Cultural Tourism Investment, and Caesar Travel [3]. - The agreement aims to leverage *ST Zhanggu's local advantages, particularly focusing on the Dayong Ancient City project, to enhance its operational capabilities [4]. Group 2: Investment and Collaboration - Electric Broad Media, Mango Cultural Tourism, and Mango Super Media plan to revitalize the Dayong Ancient City project through business restructuring, brand upgrades, and professional management, aiming to transform it into a hub for Mango's media productions and a vibrant tourist destination [4]. - *ST Zhanggu and Electric Broad Media, along with Mango Cultural Tourism, will explore mergers, acquisitions, and investments to develop other quality cultural tourism resources in Zhangjiajie [5]. Group 3: Financial Performance and Background - *ST Zhanggu has faced significant financial challenges, with net profits of -2.60 billion yuan in 2022, -2.39 billion yuan in 2023, and -582 million yuan in the first three quarters of 2025 [6]. - The company was established in December 1992 and listed on the Shenzhen Stock Exchange in August 1996, primarily engaged in tourism resource development and related services [6].

Core Viewpoint - The company, Caesar Travel Industry, has formed a joint venture with Guangzhou Haina to participate as an industrial investor in the restructuring of Zhang Travel Group, which has been officially selected as the restructuring investor [1] Group 1: Joint Venture Formation - The joint venture is referred to as "Haina Caesar Joint Venture" and is established based on strategic layout, business synergy, and operational development considerations [1] - The company and Haina Caesar will participate in the restructuring investment through a partnership with Guangzhou Haina Investment Partnership [1] Group 2: Investment Agreement Details - On November 13, 2025, an investment agreement was signed in Zhangjiajie City among Zhang Travel Group, the company, Haina Caesar, and the administrator [1] - The company and Haina Caesar will subscribe to 8 million shares generated from Zhang Travel Group's capital reserve increase, with a price of 3.96 yuan per share [1] - The total consideration for the shares acquired by the company amounts to 15.84 million yuan for 4 million shares, with Haina Caesar also acquiring 4 million shares for the same total consideration [1]