所有董事均已出席了审议本次季报的董事会会议。 公司负责人冯滨、主管会计工作负责人何静及会计机构负责人(会计主管人员)李海涛声 明：保证季度报告中财务报表的真实、准确、完整。 1 北京众信国际旅行社股份有限公司 北京众信国际旅行社股份有限公司 2014 年第三季度报告正文 2014 年第三季度报告正文 第二节 主要财务数据及股东变化 北京众信国际旅行社股份有限公司 2014 年第三季度报告正文 第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完 整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个别和连带的法律责任。 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 □ 是 √ 否 | | 本报告期末 | 上年度末 | | 本报告期末比上年度末增减 | | --- | --- | --- | --- | --- | | 总资产（元） | 1,109,223,258.14 | | 676,447,632.01 | 63.98% | | 归属于上市公司股东的净资产（元） | 521,459,045.14 | | 290,85 ...

Financial Performance - The company's operating revenue for the first half of 2014 was ¥1,671,705,835.26, representing a 37.33% increase compared to ¥1,217,272,126.24 in the same period last year[22]. - The net profit attributable to shareholders for the first half of 2014 was ¥35,884,461.50, up 15.50% from ¥31,067,488.43 in the previous year[22]. - The basic earnings per share for the first half of 2014 was ¥0.63, a 3.28% increase from ¥0.61 in the same period last year[22]. - The company's total revenue from tourism services reached ¥1,671,705,835.26, with a gross margin of 8.75%, reflecting a year-on-year revenue increase of 37.33%[44]. - The outbound tourism business generated revenue of CNY 1.351 billion, up 45.55% year-on-year, with wholesale and retail segments growing by 44.45% and 47.78% respectively[32]. - The business event tourism segment reported revenue of CNY 321 million, marking a 10.94% increase year-on-year[36]. - Operating costs rose to CNY 1.525 billion, a 38.42% increase, primarily due to the expansion of business scale[37]. - The total revenue from sales of goods and services was CNY 1,713,933,584.86, representing a year-over-year increase of 39.5% from CNY 1,228,593,010.82[152]. Cash Flow and Assets - The net cash flow from operating activities decreased significantly by 74.06%, amounting to ¥18,750,771.32 compared to ¥72,288,567.94 in the same period last year[22]. - Cash and cash equivalents increased by 133.89% to CNY 160.10 million, mainly due to funds raised from the initial public offering[39]. - The total assets of the company increased by 47.88% to ¥1,000,360,268.61 from ¥676,447,632.01 at the end of the previous year[22]. - The total liabilities amounted to CNY 536,122,038.25, compared to CNY 385,593,686.76 at the beginning of the period, reflecting a growth of about 39.0%[138]. - The total equity attributable to shareholders increased to CNY 464,238,230.36 from CNY 290,853,945.25, marking a rise of approximately 59.5%[138]. - The company's cash flow from investment activities was negative at CNY 7,957,639.28, slightly worse than the negative cash flow of CNY 7,844,629.20 in the same period last year[152]. Investment and Expansion - The company is actively expanding its distribution network in second and third-tier cities, achieving over 40% revenue growth in key regions[33]. - In the first half of 2014, the company established 3 new stores in Tianjin and formed 4 subsidiaries, bringing the total to 34 stores in Beijing and 2 in Tianjin, with 3 more under construction[40]. - The company invested a total of ¥1,794.37 million from its raised funds during the reporting period, with a cumulative investment of ¥4,446.93 million as of June 30, 2014[54][57]. - The company has invested a total of RMB 26,713.30 million in the "Physical Marketing Network Construction Project" using self-raised funds[60]. Shareholder and Governance Commitments - The company plans to distribute a cash dividend of RMB 2 per 10 shares, totaling RMB 11.658 million, based on a total share capital of 58,290,000 shares[67]. - The company has commitments regarding share lock-up and reduction price promises from shareholders, effective from January 1, 2014, to January 23, 2017[94]. - The company has established measures to address any unfulfilled public commitments, including public apologies and compensation for investor losses[103]. - The company’s major shareholders are required to disclose specific reasons for any unfulfilled commitments publicly[103]. - The company has maintained compliance with corporate governance regulations throughout the reporting period[71]. Market Position and Strategy - The company ranked fifth in the national top 100 travel agencies and second in tax revenue among travel agencies in 2013[31]. - The company continues to implement a "wholesale and retail integration, online and offline combination" development strategy[30]. - The company is focusing on expanding its business travel services, including event management and public relations, to enhance its competitive capabilities[42]. IPO and Share Structure - The company completed its initial public offering (IPO) on January 23, 2014, with a total of 7.29 million new shares issued, increasing the total share capital from 51 million to 58.29 million shares[115]. - The total amount raised from the IPO was RMB 168,763,500, with net proceeds after expenses amounting to RMB 149,157,823.61[119]. - The largest shareholder, Feng Bin, holds 37.03% of the shares, with a decrease of 3,596,922 shares during the reporting period[120]. - The company’s shareholding structure shows that 75% of the shares are subject to trading restrictions after the recent changes[114]. Compliance and Risk Management - The company has not experienced any major litigation or arbitration matters during the reporting period[72]. - The company has not engaged in any entrusted financial management, derivative investments, or entrusted loans during the reporting period[50][52]. - The company has ensured that no illegal occupation of funds or assets occurs during its operations[107]. - The financial report for the first half of 2014 was unaudited, indicating a need for further verification of the financial data presented[135].

Financial Performance - The company's operating revenue for Q1 2014 was CNY 751,950,499.91, representing a 25.44% increase compared to the same period last year[9]. - Net profit attributable to shareholders was CNY 17,381,003.91, up 20.77% year-over-year[9]. - The net profit after deducting non-recurring gains and losses was CNY 17,421,443.65, reflecting a 21.02% increase from the previous year[9]. - Basic and diluted earnings per share were both CNY 0.30, an increase of 7.14% from CNY 0.28 in the previous year[9]. - The net profit attributable to shareholders for the first half of 2014 is expected to be between 35.73 million and 41.94 million CNY, representing a growth of 15% to 35% compared to 31.07 million CNY in the same period of 2013[38]. - The company anticipates stable growth in its main business operations for the first half of 2014[38]. - The expected net profit for the first half of 2014 indicates a positive outlook and does not reflect a turnaround situation[38]. Cash Flow and Assets - The net cash flow from operating activities was negative CNY 148,963,984.06, a decline of 28.08% compared to the same period last year[9]. - Total assets at the end of the reporting period were CNY 779,926,534.41, a 15.30% increase from the end of the previous year[9]. - Net assets attributable to shareholders increased by 57.26% to CNY 457,392,772.77 compared to the end of the previous year[9]. - Intangible assets increased by 60.54% to 4,307,212.69, primarily due to the purchase of management software[16]. - Short-term borrowings of 9,000,000.00 were recorded, with no previous outstanding bank loans[16]. - Prepayments decreased by 36.76% to 98,084,944.59, attributed to seasonal revenue fluctuations[16]. Shareholder Information - The total number of shareholders at the end of the reporting period was 7,156[12]. - The largest shareholder, Feng Bin, holds 37.03% of the shares, totaling 21,584,003 shares[13]. - Major shareholders, including controlling shareholder Feng Bin, intend to hold their shares long-term and will comply with regulations regarding share reduction after the lock-up period[29]. - The company plans to gradually reduce the holdings of major shareholders Lin Yan and Cao Jian after the lock-up period, with a maximum of 25% of their total shares held as of the last trading day of the previous year[31]. - The institutional shareholder Beijing Jiali Jiuding Investment Center (Limited Partnership) plans to reduce its holdings within 12 months after the lock-up period, with a commitment to sell at a price not lower than 150% of the latest audited net asset per share[31]. Commitments and Compliance - The company commits to repurchase all newly issued shares if the prospectus is found to contain false statements or omissions by regulatory authorities[26]. - The company has committed to strictly fulfill all public commitments made during the initial public offering and will actively accept social supervision[27]. - The commitments from major shareholders include avoiding any business activities that compete with the company, ensuring no investment in competing businesses, and maintaining confidentiality of proprietary information[34]. - The company emphasizes strict adherence to market principles in related party transactions to protect the interests of minority shareholders[36]. - The company has made a commitment to avoid illegal occupation of funds and assets, and will not engage in fund borrowing with the issuer[36]. - The company will ensure compliance with information disclosure obligations when reducing shareholdings[31]. Financial Management and Expenses - The weighted average return on equity decreased to 4.65%, down 2.27 percentage points from 6.92% in the previous year[9]. - Capital reserve surged by 696.82% to 162,227,124.22, mainly from stock issuance premiums[16]. - Operating taxes and surcharges rose by 36.81% to 4,152,793.58, reflecting growth in revenue[16]. - Management expenses increased by 38.45% to 8,058,753.43, due to costs associated with the listing and increased personnel expenses[16]. - Financial expenses improved by 74.88%, resulting in a gain of -509,394.85, due to reduced exchange losses compared to the previous year[16]. Stock Price Stabilization Measures - The company will hold an investor meeting within 10 trading days if the stock price closes below 120% of the net asset value for 5 consecutive trading days[23]. - If the stock price closes below the net asset value for 20 consecutive trading days, the board must convene within 5 days and a shareholder meeting within 25 days to discuss specific plans to stabilize the stock price[23]. - The company will implement stock repurchase measures if the stock price stabilization conditions are triggered, ensuring that the stock distribution remains compliant with listing conditions[24]. - The company will stop stock price stabilization measures if the stock price closes above the net asset value for 20 consecutive trading days during the implementation period[23]. - The company will enhance performance and stabilize stock prices by reducing expenses and limiting executive compensation[24]. - The company will actively cooperate with the development and implementation of stock price stabilization plans as per legal and regulatory requirements[26].

Financial Performance - In 2013, the company's operating revenue reached approximately CNY 3.01 billion, representing a 39.78% increase compared to CNY 2.15 billion in 2012[24]. - The net profit attributable to shareholders was approximately CNY 87.47 million, up 41.53% from CNY 61.80 million in the previous year[24]. - The net profit after deducting non-recurring gains and losses was approximately CNY 86.80 million, reflecting a 42.04% increase from CNY 61.11 million in 2012[24]. - The basic earnings per share increased to CNY 1.72, a rise of 42.15% compared to CNY 1.21 in 2012[24]. - The total assets of the company at the end of 2013 were approximately CNY 676.45 million, marking a 29.15% increase from CNY 523.79 million at the end of 2012[24]. - The net assets attributable to shareholders increased to approximately CNY 290.85 million, up 43.01% from CNY 203.39 million in 2012[24]. - The net cash flow from operating activities was approximately CNY 68.23 million, a 9.15% increase from CNY 62.51 million in the previous year[24]. - The weighted average return on equity was 35.4%, slightly down from 35.83% in 2012[24]. Revenue Breakdown - In 2013, the company achieved total operating revenue of CNY 3,005,255,499.97, representing a year-on-year growth of 39.78%[34]. - The outbound travel wholesale revenue reached CNY 1,715.77 million, an increase of 42.13% year-on-year, driven by the expansion of branch offices and product development[52]. - The outbound travel retail revenue grew to CNY 714.08 million, up 42.76% from the previous year, attributed to enhanced product offerings and online sales channels[53]. - Business incentive travel revenue increased by 30.03%, reflecting the growing recognition of this service among enterprises[54]. - The company's online sales channels generated CNY 180 million in revenue, a 47.67% increase from 2012, following the optimization of its website and the introduction of a mobile app[45]. Operational Costs - Operating costs increased by 39.69% year-on-year, in line with the growth in revenue[38]. - Sales expenses rose by 42.42% compared to the previous year, driven by an increase in sales personnel and advertising investments[39]. - The company's cash and cash equivalents decreased by 34.24% to CNY 38,758,609.68[66]. - The total amount of accounts payable increased by 64.81%, driven by rising operational costs[71]. Business Development and Strategy - The company focused on developing new tourism products and expanding sales channels to drive revenue growth[36]. - The company expanded its outbound tourism wholesale business channels and enhanced online service platforms in 2013[33]. - The implementation of the Tourism Law in October 2013 is expected to benefit the long-term development of the tourism market[32]. - The company is committed to enhancing its brand image through promotional activities and improving customer service standards[33]. - The company has developed an ERP system and an online e-commerce platform to improve operational efficiency and internal management[88]. Market Position and Competition - The company operates in a highly competitive tourism industry with 26,054 travel agencies in China as of Q4 2013, and 2,216 outbound travel agencies as of March 2014[72]. - The company's outbound tourism business is significantly affected by external factors such as natural disasters and political instability, which can adversely impact business performance[77]. - The company has established long-term partnerships with over 50 domestic and international airlines, being recognized as an A-class client by several major airlines[91]. Shareholder and Governance - The company plans to distribute a cash dividend of CNY 2.00 per 10 shares to all shareholders[6]. - The cash dividend represents 13.33% of the net profit attributable to shareholders for the year 2013, which was RMB 87,468,779.19[132]. - The company has committed to a share lock-up period of 36 months post-IPO, during which no shares will be transferred or managed by others[161]. - The company has established specific conditions and procedures for initiating stock price stabilization measures, ensuring compliance with legal and regulatory requirements[162]. - The company has received commitments from major shareholders to avoid any direct or indirect competition with its business activities[173]. Employee and Training Programs - The company has established a comprehensive training program for employees, including an online learning platform, to enhance professional development[137]. - The company emphasizes continuous improvement in service quality through standardized operations and training programs for employees[76]. Future Plans - In 2014, the company plans to accelerate the construction of its e-commerce business, integrating upstream travel resources and expanding its market channels[114]. - The company plans to develop differentiated products and professional services in outbound tourism and business award tourism to become a leading enterprise in the Chinese outbound tourism market[114]. - The company aims to leverage the advantages of its three main businesses to enhance resource sharing and expand its retail business while consolidating its outbound tourism wholesale market share[118].