北京市金杜律师事务所 关于众信旅游集团股份有限公司 2025 年第三次临时股东会 的法律意见书 致：众信旅游集团股份有限公司 北京市金杜律师事务所（以下简称本所）接受众信旅游集团股份有限公司（以 下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、《中 华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会《上市公 司股东会规则》（以下简称《股东会规则》）等中华人民共和国境内（以下简称中 国境内，为本法律意见书之目的，不包括中国香港特别行政区、中国澳门特别行 政区和中国台湾省）现行有效的法律、行政法规、规章和规范性文件和现行有效 的《众信旅游集团股份有限公司章程》（以下简称《公司章程》）有关规定，指派 律师出席了公司于 2025 年 12 月 26 日召开的 2025 年第三次临时股东会（以下简 称本次股东会），并就本次股东会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1. 经公司 2025 年第二次临时股东大会审议通过的《公司章程》； 2. 公司于 2025 年 12 月 11 日刊登于《证券时报》、巨潮资讯网及深圳证券交 ...

Group 1 - The core viewpoint of the article indicates that during the New Year period, the booking volume of the company in Hainan Province has increased compared to the same period last year [1]

Core Viewpoint - The stock of Zhongxin Tourism has shown fluctuations, with a recent increase of 2.09% and a total market capitalization of 7.193 billion yuan, despite a year-to-date decline of 0.95% [1] Group 1: Stock Performance - As of December 25, Zhongxin Tourism's stock price is 7.32 yuan per share, with a trading volume of 1.03 billion yuan and a turnover rate of 1.74% [1] - The stock has experienced a 4.27% increase over the last five trading days and a 4.57% increase over the last twenty days, while it has decreased by 2.66% over the last sixty days [1] - The company has appeared on the "Dragon and Tiger List" once this year, with the most recent occurrence on April 29, where it recorded a net buy of -50.3647 million yuan [1] Group 2: Financial Performance - For the period from January to September 2025, Zhongxin Tourism achieved an operating income of 5.241 billion yuan, representing a year-on-year growth of 10.96%, while the net profit attributable to shareholders decreased by 45.73% to 67.0186 million yuan [2] - The company has cumulatively distributed 112 million yuan in dividends since its A-share listing, with no dividends distributed in the last three years [3] Group 3: Shareholder Information - As of September 30, 2025, the number of shareholders for Zhongxin Tourism is 65,300, a decrease of 8.27% from the previous period, while the average circulating shares per person increased by 9.01% to 12,630 shares [2] - Among the top ten circulating shareholders, the "Fuguo Zhongzheng Tourism Theme ETF" holds 13.9357 million shares, an increase of 5.0133 million shares compared to the previous period [3]

Group 1 - The core viewpoint of the article is that Zhongxin Tourism has established three subsidiaries in Hainan and is actively engaging in tourism-related businesses in the region [1] - The company plans to continuously monitor policy information in Hainan and is focused on expanding its local business operations [1] - Zhongxin Tourism aims to seize long-term development opportunities in Hainan [1]

Core Insights - The report by Zhongxin Tourism indicates a surge in travel demand as the year-end paid leave deadline approaches, with New Year product bookings reaching 90%, signaling an early peak in the travel market [1] Group 1: Travel Trends - Short-haul vacation trips are favored due to warm climates, convenient flights, and visa-free policies, with outbound travel numbers increasing by 58% compared to last year [1] - Destinations like the UAE and Egypt have seen a 60% increase in outbound travel, while long-haul destinations such as Australia and New Zealand have experienced a remarkable 310% growth [1] - European travel has also seen a significant rise, with a 178% increase in travelers compared to the previous year [1] Group 2: Domestic Travel Preferences - Domestic travel preferences are shaped by diverse climates and scenic resources, with Hainan, Yunnan, Xinjiang, and Northeast China emerging as popular destinations for different types of travelers [1] Group 3: Demographics and Market Dynamics - The year-end travel demand is notably younger, with individuals aged 25 to 35 becoming the primary demographic for New Year travel and group trips [2] - There is a 40% increase in inquiries and bookings for customized group travel from corporate clients, with group sizes typically ranging from 30 to 50 people [2] - The report highlights two core trends among young travelers: "snow tourism" and "winter escape tourism," with popular destinations including Changbai Mountain and Sanya [2]

Macro Dynamics - Beijing has issued the first batch of L3-level highway autonomous vehicle special license plates, marking a significant milestone in the country's autonomous driving era. The "conditionally automated driving" feature is currently limited to specific highway sections in Beijing [2] - The State Administration for Market Regulation will soon implement strict regulations on food safety responsibilities for live-streaming e-commerce operators, establishing clear guidelines and penalties for non-compliance [3][4] - By 2026, China plans to build over 10,000 charging guns in highway service areas, with at least 25% being high-power chargers, to enhance electric vehicle charging infrastructure [5] - The Chinese Foreign Ministry has expressed strong opposition to the U.S. adding DJI drones to a restricted list, criticizing the discriminatory practices against Chinese companies [6] - A radioactive water leak occurred at a decommissioned nuclear reactor in Japan, potentially exposing several individuals to radiation [7] Financial Institutions - Hangzhou Bank plans to issue financial bonds not exceeding 40 billion RMB, with a maturity of up to 10 years [8] - The CEO of Bank of America highlighted the increasing impact of AI investments on the U.S. economy, suggesting that AI will play a significant role in future economic contributions [9] Market Data - On December 23, the market experienced a pullback after an initial rise, with the Shanghai Composite Index up by 0.07% and the Shenzhen Component Index up by 0.27%. New stocks listed on the same day saw significant gains [10] - As of December 22, the total margin balance in the two markets increased by 12.534 billion RMB, indicating a growing interest in leveraged trading [11] - The Hong Kong Hang Seng Index closed down by 0.11%, with notable movements in gold stocks and declines in certain tech stocks [12] Company Dynamics - Oriental Yuhong reported that its U.S. subsidiary fell victim to a telecom fraud involving approximately 12.118 million RMB, but the incident is not expected to significantly impact the company's operations [13] - Zhongxin Tourism has established three subsidiaries in Hainan and is actively expanding its tourism-related business in the region [14] - Haohai Biological Technology's controlling shareholder was fined 14.6292 million RMB for insider trading, but this will not affect the company's daily operations [15][16] - The co-founder of the game "Call of Duty," Vince Zampella, tragically passed away in a car accident [17] - Jiangbolong indicated that rising prices of storage wafers would positively impact the company's gross margin, supported by long-term supply agreements with major wafer manufacturers [18]

人民财讯12月23日电，12月23日，众信旅游（002707）发布的《2026元旦放假趋势报告》显示，随着年 底带薪休假截止点的临近，叠加元旦假期临近等，"销假游"、"拼假游"、"团建游"需求集中释放，众信 旅游元旦出游产品预定已达90%，旅游市场提前迎来年底出游热潮。 ...

Group 1 - The company has established three subsidiaries in Hainan and is engaged in tourism-related businesses in the region [1] - The company will continue to monitor policy information in Hainan and actively explore local business opportunities [1] - The focus is on long-term development opportunities in Hainan [1]

12月23日，众信旅游盘中下跌2.09%，截至13:59，报7.04元/股，成交1.22亿元，换手率2.08%，总市值 69.18亿元。 资金流向方面，主力资金净流出1691.03万元，特大单买入134.54万元，占比1.10%，卖出478.67万元， 占比3.92%；大单买入2130.42万元，占比17.44%，卖出3477.32万元，占比28.46%。 资料显示，众信旅游集团股份有限公司位于北京市朝阳区朝阳公园路8号西2门01号，成立日期1992年8 月11日，上市日期2014年1月23日，公司主营业务涉及出境游批发、出境游零售及整合营销服务。主营 业务收入构成为：旅游批发76.66%，旅游零售13.76%，整合营销服务9.01%，其他行业产品0.56%。 众信旅游所属申万行业为：社会服务-旅游及景区-旅游综合。所属概念板块包括：旅游酒店、在线旅 游、电子商务、冰雪产业、免税概念等。 截至9月30日，众信旅游股东户数6.53万，较上期减少8.27%；人均流通股12630股，较上期增加9.01%。 2025年1月-9月，众信旅游实现营业收入52.41亿元，同比增长10.96%；归母净利润6701.86万元， ...

Core Insights - The 2026 Spring Festival holiday will last for 9 days, leading to a significant increase in outbound travel compared to 2025, with hotel bookings for popular destinations more than doubling [3][5]. - Popular outbound destinations include Thailand, South Korea, and Malaysia, with a notable rise in long-distance travel to places like Norway and New Zealand, where hotel bookings increased by 1.5 times and 2 times respectively [3][5]. - The trend of segmented travel is emerging, with many travelers opting to return home before heading abroad, resulting in two peaks of outbound travel during the holiday [3]. Travel Trends - Popular low-cost destinations for outbound travel include Vietnam, South Korea, Indonesia, Thailand, and Malaysia, with one-way tickets priced below 1500 yuan [4]. - Long-distance destinations such as Egypt, Spain, Australia, Turkey, and Portugal have seen hotel bookings increase by over 2 times, with Egypt leading at a 3.3 times increase [5]. - The age group of 23 to 40 years old constitutes over 55% of outbound travelers, with the 31 to 40 age group showing a 90% increase in travel intent [6]. Market Impact - The surge in travel demand has positively impacted tourism stocks, with companies like China Youth Travel (5.02% increase), Zhongxin Tourism (1.85% increase), and China Duty Free (8.25% increase) seeing significant stock price rises [8]. - The cruise industry is adapting to changes in travel patterns, with many routes originally planned for Japan being redirected to South Korea, reflecting a shift in consumer preferences [8].