桂林旅游股份有限公司 2025 年第一次临时股东大会决议公告 证券代码：000978 证券简称：桂林旅游 公告编号：2025-055 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.本次股东大会未出现否决议案的情形。 2.召开地点：广西桂林市象山区翠竹路 35 号天之泰大厦 12 楼 1220 会议室 2.本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 1.会议召开时间 现场会议召开时间：2025 年 12 月 5 日 14:50 网络投票时间为：2025 年 12 月 5 日 其中，通过深圳证券交易所系统进行网络投票的具体时间为 2025 年 12 月 5 日 9:15-9:25，9:30-11:30，13:00-15:00；通过深圳证券交易所互联网投票系统 投票的具体时间为 2025 年 12 月 5 日 9:15 至 15:00 的任意时间。 1 通过网络投票出席会议的股东 128 人，代表股份 58,449,701 股，占公司有表决 权股份总数的 12.4858%。 3.召开方式：现场表决与 ...

广西璟开律师事务所 关于桂林旅游股份有限公司 2025 年第一次临时股东大会的 法律意见书 璟开意字 2025008-2 号 法律意见书 广西璟开律师事务所 关于桂林旅游股份有限公司 2025 年第一次临时股东大会的 法律意见书 璟开意字 2025008-2 号 致：桂林旅游股份有限公司 广西璟开律师事务所接受桂林旅游股份有限公司（以下简称"公 司"）的委托，指派廖国靖、王霞律师（以下简称"本所律师"）对 公司召开 2025 年第一次临时股东大会（以下简称"本次股东大会" 或"会议"）的有关事项进行见证并出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的有关会议文件、 资料及公告，并出席了本次股东大会进行现场见证。 本法律意见书仅供公司 2025 年第一次临时股东大会依法进行信 息披露之用，不得用作其他目的。本所律师同意公司将本法律意见书 与本次股东大会决议一同公告，并依法对本法律意见书承担法律责任。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司股东会规则》（以下简称"《股东会规则》"）、《深圳 证券交易所上市公司股东会网络投票实施细则》（以下简称"《网络 投票实 ...

Core Viewpoint - Guilin Tourism announced the public transfer of 100% equity and debt of its wholly-owned subsidiary, Zijiang Danxia Company, to optimize asset structure and improve operational efficiency while reducing losses [2][3] Company Overview - Zijiang Danxia Company, a wholly-owned subsidiary of Guilin Tourism, has a registered capital of 50 million yuan and primarily operates the Zijiang Tianmen Mountain scenic area [3] - The company has been continuously losing money since 2008, with cumulative losses of approximately 290 million yuan from 2008 to August 2025 [3] - As of August 2025, Zijiang Danxia Company reported a net asset value of -237 million yuan, while Guilin Tourism's debt claim on the company had a book value of 243 million yuan, with bad debt provisions of 225 million yuan, resulting in a net book value of approximately 18.65 million yuan [3] Financial Performance - Despite efforts to enhance marketing, upgrade facilities, develop new products, and control costs, Zijiang Danxia Company has been unable to reverse its loss situation, leading to the decision to transfer its equity and debt [3] - Guilin Tourism has experienced poor financial performance in recent years, with cumulative losses of nearly 1 billion yuan from 2020 to 2024, although it achieved profitability in 2023 [3]

Core Insights - The tourism and scenic spots sector increased by 0.46% on November 28, with Caesar Travel leading the gains [1] - The Shanghai Composite Index closed at 3888.6, up 0.34%, while the Shenzhen Component Index closed at 12984.08, up 0.85% [1] Sector Performance - Caesar Travel (Code: 000796) closed at 6.93, up 3.74% with a trading volume of 992,900 shares and a transaction value of 676 million yuan [1] - Other notable performers included: - Three Gorges Tourism (Code: 002627) at 6.52, up 2.19% [1] - SanTe Cableway (Code: 002159) at 15.58, up 1.50% [1] - Western Region Tourism (Code: 300859) at 36.16, up 1.49% [1] - Tianfu Cultural Tourism (Code: 000558) at 5.91, up 1.37% [1] Decliners - Yunnan Tourism (Code: 002059) closed at 5.64, down 2.42% with a trading volume of 593,000 shares and a transaction value of 331 million yuan [2] - Other notable decliners included: - Xi'an Tourism (Code: 000610) at 12.46, down 2.35% [2] - Qujiang Cultural Tourism (Code: 600706) at 10.91, down 1.45% [2] Capital Flow - The tourism and scenic spots sector experienced a net outflow of 57.08 million yuan from main funds, with retail investors contributing a net inflow of 101 million yuan [2]

Core Viewpoint - Recent announcements from multiple A-share listed companies indicate a trend of asset disposals, with "focusing on core business" being a central theme. Companies are divesting non-core and underperforming assets to improve financial conditions and operational efficiency [1][2][3]. Group 1: Asset Disposals - Hangzhou Tiandi Digital Technology Co., Ltd. announced the transfer of 100% equity of its wholly-owned subsidiary for 49 million yuan, aiming to optimize asset structure and improve operational efficiency [1]. - China Travel Service International Logistics Co., Ltd. plans to publicly transfer 100% equity of its wholly-owned subsidiary, emphasizing resource concentration on core business and enhancing competitive advantages [1]. - Shanghai Chuangxing Resource Development Co., Ltd. intends to transfer 100% equity of its subsidiary, which has been affected by litigation and poor receivables, to improve financial health [2]. Group 2: Strategic Focus - The current market environment drives companies to reassess their resources and capabilities, leading to the divestiture of non-core assets to enhance core competitiveness and market share [2]. - Companies are focusing on strategic optimization by selling off loss-making or high-risk assets, which helps in cutting losses and improving financial statements [3]. - The sale of underperforming assets is seen as a dual benefit for companies, allowing them to isolate risks and prevent "problem businesses" from dragging down core operations [3].

Group 1 - Multiple A-share listed companies are announcing asset disposals, focusing on divesting subsidiaries and idle properties to optimize their asset structures and improve operational efficiency [1][2] - The core theme among these announcements is "focusing on core business," with companies aiming to concentrate resources on their main competencies and enhance competitive advantages [2] - Companies are also motivated to divest non-core or underperforming assets to improve their financial conditions, as seen in the case of Shanghai Chuangxing Resource Development Co., which is transferring a subsidiary involved in numerous lawsuits and poor receivables [2][3] Group 2 - For instance, Hangzhou Tiandi Digital Technology Co. plans to sell its wholly-owned subsidiary for 49 million yuan to optimize its asset structure and reduce management costs [1] - Guangxi Tourism Co. is transferring its wholly-owned subsidiary, which has been continuously losing money since 2008, for 34.5 million yuan to cut losses and improve asset efficiency [3] - The trend of divesting underperforming assets is seen as a dual benefit for companies, allowing them to stop losses and strategically optimize their operations while isolating risks from their core business [3]

Group 1 - The core point of the article is that Guilin Tourism Co., Ltd. has decided to publicly transfer 100% equity and debt of its wholly-owned subsidiary, Guilin Zijiang Danxia Tourism Co., Ltd., due to continuous losses since 2008, with a proposed transfer price of 34.5 million yuan [3][9][18] Group 2 - The board meeting was held on November 25, 2025, with all 8 directors present, and the decision to transfer the subsidiary was unanimously approved [2][3] - Guilin Zijiang Danxia Tourism Co., Ltd. has incurred cumulative losses of 289.63 million yuan from 2008 to August 2025, with a net asset value of -237.42 million yuan as of August 2025 [7][8] - The company has attempted various measures to improve performance but has been unable to reverse the losses, leading to the decision to divest [8][18] Group 3 - The transfer is based on an asset evaluation report from Zhonglian Asset Appraisal Group, which assessed the subsidiary's net asset value at -211.30 million yuan and the debt asset value at 34.44 million yuan, indicating a significant potential gain from the debt [14][15] - The transaction is expected to optimize the company's asset structure and improve operational efficiency, aligning with the overall strategic development plan [18] - The proceeds from the sale will be used for the company's daily operations, and the subsidiary will no longer be included in the consolidated financial statements post-transaction [16][18]

Core Viewpoint - Guilin Tourism Co., Ltd. plans to publicly transfer 100% equity and debt of its wholly-owned subsidiary, Guilin Zijiang Danxia Tourism Co., Ltd., due to continuous losses since 2008, totaling approximately 289.63 million yuan [2][3]. Financial Performance - Zijiang Danxia Company has accumulated losses of 289.63 million yuan from 2008 to August 2025, with a net asset value of -237.42 million yuan as of August 2025 [2]. - For the year 2024, Zijiang Danxia Company is projected to have an operating income of approximately 997,700 yuan and a net loss of about 2.41 million yuan [2]. - In the first eight months of 2025, Zijiang Danxia Company reported an operating income of approximately 760,400 yuan and a net loss of about 422,070 yuan [2]. Asset Transfer Details - The board of directors approved the public transfer of Zijiang Danxia Company's 100% equity and debt to optimize the company's asset structure and improve operational efficiency [3]. - The assessed transfer price for Zijiang Danxia Company is set at 34.5 million yuan based on an evaluation report from Zhonglian Asset Appraisal Group [3]. Recent Company Performance - Guilin Tourism's third-quarter revenue was approximately 142 million yuan, a year-on-year decrease of 2.73%, while the net profit attributable to shareholders was about 27.76 million yuan, a year-on-year increase of 7.2% [4]. - The company reported a non-recurring net profit of approximately 25.50 million yuan, reflecting a year-on-year growth of 40.10% [4].

Core Viewpoint - Guilin Tourism has announced the public transfer of 100% equity and debt of its wholly-owned subsidiary, Zijiang Danxia Tourism Co., Ltd., for a price of 34.5 million yuan, following approval from the Guilin State-owned Assets Supervision and Administration Commission [1][2] Group 1: Company Financials - Zijiang Danxia Company has been operating at a loss since 2008, with a cumulative loss of 290 million yuan from 2008 to August 2025 [1] - As of August 2025, Zijiang Danxia Company reported a net asset value of -237 million yuan, with Guilin Tourism holding a debt claim of 243 million yuan against it [1] - The company has made provisions for bad debts amounting to 225 million yuan, resulting in a book value of 18.65 million yuan [1] Group 2: Strategic Implications - The transaction aligns with Guilin Tourism's overall strategic development plan, aiming to concentrate resources on core business areas and enhance competitive strength [2] - The sale is expected to optimize the company's asset structure and improve operational efficiency, while also reducing losses [2] - The transaction will not have a significant impact on the company's operations and business development, benefiting the company and all shareholders [2]

Core Viewpoint - Guilin Tourism plans to publicly transfer 100% equity and debt of its wholly-owned subsidiary, Zijiang Danxia Tourism Co., Ltd., for a price of 34.5 million yuan, following approval from the Guilin State-owned Assets Supervision and Administration Commission [1][2]. Financial Performance - Zijiang Danxia Company has incurred continuous losses since its establishment in 2008, with a cumulative loss of 290 million yuan from 2008 to August 2025 [1]. - As of August 31, 2025, Zijiang Danxia Company reported total assets of 15.54 million yuan and total liabilities of 253 million yuan, resulting in a net asset value of -237 million yuan [2]. - For the year 2024, the company generated an operating income of 997,700 yuan, with an operating loss of 24.12 million yuan and a net loss of 24.13 million yuan [2]. Transaction Details - The transfer includes 100% equity and debt of Zijiang Danxia Company, which is free from any third-party rights, major disputes, or judicial measures [2]. - The assessment report indicates that the net asset book value is -237 million yuan, with an assessed value of -211 million yuan, resulting in a shareholder equity value of 0 yuan [2]. - The assessed value of the company's debt held by Guilin Tourism is 34.44 million yuan, reflecting an increase of 84.66% from the book value [2]. Strategic Intent - The transaction aims to align with the company's overall strategic development plan, focusing resources on core business areas to enhance competitiveness and optimize asset structure [3]. - Following the completion of the transaction, Zijiang Danxia Company will no longer be included in the consolidated financial statements of Guilin Tourism [3].