证券代码：300144 证券简称：宋城演艺 公告编号：2025-023 宋城演艺发展股份有限公司 关于 2023 年限制性股票激励计划第二类限制性股票预留授 予部分归属结果暨股份上市的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 重要内容提示： 1、本次归属日：2025 年 5 月 30 日； 2、本次归属股份的上市流通日：2025 年 5 月 30 日； 3、本次归属的第二类限制性股票数量为 12,500 股，归属人数 2 人； 4、本次归属的第二类限制性股票的来源为公司向激励对象定向发行本公司 A 股普通股股票； 5、本次归属的第二类限制性股票的授予价格为 6.26 元/股（调整后）； 6、本次归属的第二类限制性股票无其他限售安排。 宋城演艺发展股份有限公司（以下简称"公司"）于 2025 年 4 月 24 日分别召 开第八届董事会第二十四次会议和第八届监事会第十五次会议，审议通过《关于 2023 年限制性股票激励计划第二类限制性股票预留授予部分第一个归属期归属 条件成就的议案》，近日公司在中国证券登记结算有限责任公司深圳分公司办理 了第二类限制性股票归 ...

证券代码：300144 证券简称：宋城演艺 公告编号：2025-022 本次回购注销限制性股票将涉及公司注册资本减少，根据《中华人民共和国 公司法》等相关法律、法规的规定，公司债权人自本公告披露之日起 45 日内， 有权凭有效债权文件及相关凭证要求公司清偿债务或者提供相应担保，逾期未提 出权利要求的，不会影响其债权的有效性，相关债务（义务）将由公司根据原债 权文件的约定继续履行。 公司债权人如要求公司清偿债务或提供相应的担保，应根据《公司法》等相 关法律、法规的规定向公司提出书面要求，并随附有关证明文件。 债权申报所需材料：公司债权人需持证明债权债务关系存在的合同、协议及 其他凭证的原件及复印件申报债权。债权人为法人的，需同时携带法人营业执照 宋城演艺发展股份有限公司 关于回购注销部分限制性股票暨减少注册资本通知债权人 的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 宋城演艺发展股份有限公司（以下简称"公司"）分别于 2024 年 11 月 15 日召开第八届董事会第二十次会议、第八届监事会第十三次会议，于 2025 年 5 月 20 日召开 2024 年度 ...

Group 1 - The tourism market is experiencing a recovery, but there are complaints from two groups: workers traveling during holidays facing high costs and overcrowding at popular destinations [1][2] - Despite the challenges, the travel enthusiasm continues, with Ctrip reporting a 23% year-on-year increase in domestic travel bookings during the Dragon Boat Festival [3] - The overall spending on tourism has increased, which is generally positive for tourism-related companies [4] Group 2 - However, many scenic tourism companies are struggling financially, with only four out of 18 listed companies showing growth in both revenue and profit for 2024 [6][13] - Guilin Tourism, a major player, reported a net loss of 204 million yuan in 2024, a staggering decline of 1830.7% year-on-year, despite high visitor numbers [8][9] - The trend of increasing visitors leading to greater losses is noted, with some companies facing severe financial difficulties [18] Group 3 - The financial struggles of tourism companies are attributed to various factors, including a decline in visitor numbers for natural scenic spots and increased competition from new attractions [22][29] - For instance, Zhangjiajie saw a drop in visitors from nearly 80 million in 2019 to 35.7 million in 2024 [24] - Many natural scenic companies are facing challenges due to low repeat visitor rates and declining ticket prices, impacting their revenue [29] Group 4 - Theme park companies like Haichang Ocean Park are also experiencing revenue declines despite increased visitor numbers, with ticket revenue dropping from 903 million yuan in 2023 to 895 million yuan in 2024 [36] - The overall revenue for Haichang Ocean Park decreased by 0.13% due to the impact of consumer spending trends [37] - Even companies like Songcheng Performing Arts, which reported growth, are facing challenges with core project revenues declining significantly [39] Group 5 - Some companies are successfully adapting to the changing market by diversifying their offerings and focusing on new projects, such as Songcheng Performing Arts, which saw a 25.49% increase in revenue in 2024 [43] - The company has shifted its focus to popular tourist cities and lower-tier markets, resulting in significant revenue growth from new projects [45] - Innovative experiences and interactive projects are becoming essential for attracting visitors, as seen with the success of the Laojieling scenic area [54][56]

2024 年度股东大会的法律意见书 中国 ● 杭州 ● 求是路 8 号公元大厦北楼 20F 电话：0571—87206788 传真：0571—87206789 电子信箱：liuhe@mail.hz.zj.cn 网 址：www.liuhelaw.com 浙江六和律师事务所 关 于 宋城演艺发展股份有限公司 浙江六和律师事务所 关于宋城演艺发展股份有限公司 2024 年度股东大会的法律意见书 浙六和法意（2025）第 702 号 致：宋城演艺发展股份有限公司 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》"）和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》"）等法律、法规和规范性文件的要求及 《宋城演艺发展股份有限公司章程》（以下简称"公司章程"）的规定，浙江六 和律师事务所（以下简称"本所"）接受宋城演艺发展股份有限公司（以下简称 "公司"或者"宋城演艺"）的委托，指派叶永祥律师、何佳佳律师参加公司 2024 年度股东大会（以下简称"本次股东大会"），对本次股东大会的召集和召开程序、 出席会议人员资格、表决程序和表决结果等事项的合 ...

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 2024 年度股东大会决议公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 重要内容提示： 1、本次股东大会未出现否决议案的情形。 （一）会议召开情况 证券代码：300144 证券简称：宋城演艺 公告编号：2025-021 宋城演艺发展股份有限公司 5、会议主持人：公司董事长张娴女士。 6、本次会议的召开符合有关法律、行政法规、部门规章、规范性文件和公 司章程的规定。 （二）会议出席情况 1、股东及股东代理人出席情况 （1）股东出席的总体情况 通过现场和网络投票的股东 630 人，代表股份 1,058,147,407 股，占公司有 表决权股份总数的 40.3462％。其中：通过现场投票的股东 25 人，代表股份 965,951,951 股，占公司有表决权股份总数的 36.8309％。通过网络投票的股东 1、会议召集人：公司董事会 2、会议召开时间： （1）现场会议召开时间：2025 年 5 月 20 日（星期二）14:30 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的具 ...

Group 1 - Huawei officially launched its Harmony OS computers, with the first foldable model priced at 23,999 yuan and the MateBook Pro starting at 7,999 yuan, marking a significant expansion into the desktop ecosystem [1] - The Harmony OS 5 aims to deepen the integration between mobile and desktop environments, showcasing a foldable design with an 18-inch display that folds to 13 inches, weighing only 1.16 kg [1] Group 2 - The State Administration of Foreign Exchange reported a positive trend in foreign investment in RMB assets, with foreign investors increasing their holdings of domestic bonds by 10.9 billion USD in April [2] - In late April, foreign investment in domestic stocks turned into net purchases, indicating a growing confidence in the Chinese market [2][3] Group 3 - Xinhua Insurance has been approved to participate in the third batch of long-term investment reform pilot programs, planning to establish the Honghu Fund Phase III, which has received regulatory approval [4] - This marks the third consecutive phase of the Honghu Fund initiated by Xinhua Insurance, reflecting a commitment to long-term investment strategies [4] Group 4 - Despite triggering "serious abnormal fluctuations," Chengfei Integration has seen its stock price rise for nine consecutive trading days, with a cumulative increase of 135.8% since May 7 [6] - The company has a low revenue contribution from its core aviation parts business, indicating that its recent stock performance may be driven more by market speculation than fundamental business strength [6][7] Group 5 - At least six rare earth material companies have received export licenses from the Ministry of Commerce, amid ongoing export control measures on certain rare earth elements [7] - The supply of rare earths may face short-term reductions due to various factors, although industry experts predict that prices will not experience significant fluctuations this year [7] Group 6 - The U.S. stock market experienced a collective decline, with major indices falling due to Moody's downgrade of the U.S. credit rating, impacting technology stocks significantly [8] - Notable declines were observed in major tech stocks, with Tesla dropping over 3% and other companies like Nvidia and TSMC also experiencing losses [8] Group 7 - The UK is expected to agree to restart trade and defense cooperation with the EU, marking a significant shift in relations since Brexit [9] - This move aims to boost economic growth and enhance security in the European region [9] Group 8 - The U.S. Congress is reviewing President Trump's comprehensive tax reduction bill, which has passed a key committee, but still faces challenges ahead [10][11] - The House Rules Committee is set to review the bill, with a potential vote expected later in the week [11][12] Group 9 - Ctrip's report indicates a strong recovery in the tourism sector for the upcoming Dragon Boat Festival, with domestic and inbound travel showing significant growth [14] - The report highlights a 100% increase in hotel search interest for inbound travel, suggesting a robust rebound in the tourism industry [14]

Investment Rating - The report assigns an "Outperform" rating to multiple companies within the discretionary consumption sector, indicating a positive outlook for their performance relative to the market [1][3][5]. Core Insights - The pet and U.S. hotel sectors have shown the best performance this week, with valuations in most sectors still below the average of the past five years [1][4][13]. - The report highlights that the average increase for leading companies in the pet sector was 9.1%, driven by favorable trade negotiations and the commencement of the 618 pre-sale [4][15][17]. - Valuation analysis indicates that most sub-sectors are trading below their historical averages, suggesting potential investment opportunities [5][9][19]. Sector Performance Review - Weekly performance rankings: Pet > U.S. Hotel > Credit Card > Cosmetics > Gambling > Sportswear > Luxury Goods > Snacks [7][14]. - Monthly performance rankings: Pet > U.S. Hotel > Gambling > Cosmetics > Sportswear > Credit Card > Luxury Goods > Snacks [14]. - Year-to-date (YTD) performance rankings: Pet > Luxury Goods > Cosmetics > Snacks > Credit Card > U.S. Hotel > Sportswear > Gambling [14]. Valuation Analysis - As of May 16, 2025, the expected P/E ratios for various sectors are as follows: - Sportswear: 15.6x (77% of 5-year average) - Luxury Goods: 18.4x (52% of 5-year average) - Gambling: 14.2x (23% of 5-year average) - Cosmetics: 36.8x (91% of 5-year average) - Pet: 50x (51% of 5-year average) - Snacks: 24.3x (37% of 5-year average) - U.S. Hotel: 29.4x (18% of 5-year average) - Credit Card: 32x (61% of 5-year average) [5][9][18][19].

Core Viewpoint - The Chinese cultural tourism complex industry is entering a transformation and upgrading phase, becoming a significant engine for driving domestic demand growth and promoting industrial upgrades. The market size is projected to reach 2.59 billion yuan in 2024, with a year-on-year growth of 16.11% [1][12]. Industry Overview - Cultural tourism complexes integrate culture as the core driving force, combining tourism, commerce, leisure, and residential functions into a comprehensive space. They aim to meet tourists' needs for cultural experiences, leisure vacations, and shopping while promoting regional cultural heritage and tourism industry upgrades [2]. Industry Development History - The industry has gone through four stages: 1. **Emergence Stage (1978-1999)**: Focused on sightseeing with limited cultural integration. 2. **Initial Exploration Stage (2000-2009)**: Increased emphasis on cultural tourism with early projects combining cultural performances and tourism. 3. **Rapid Development Stage (2010-2019)**: Cultural tourism complexes became key for local economic transformation, supported by national strategies. 4. **Transformation and Upgrading Stage (2020-Present)**: Shift towards high-quality, diversified, and technology-driven experiences, accelerated by the pandemic [4][5][6]. Industry Value Chain - The industry value chain includes: - **Upstream**: Resource development, planning, design, and cultural resource/IP development. - **Midstream**: Operation services of cultural tourism complexes. - **Downstream**: Tourists and consumers [8]. Market Size - The market size of the cultural tourism complex industry is expected to reach 2.59 billion yuan in 2024, with a year-on-year growth of 16.11%. The industry is witnessing trends of cross-industry integration, such as "cultural tourism + technology" and "cultural tourism + commerce" [12]. Key Enterprises - Major players in the industry include: - **China Overseas Chinese Town**: Leading enterprise with a comprehensive business model covering theme parks and cultural performances. - **Sunac Culture**: Known for its "ice and snow world + commercial complex" model. - **China Youth Travel Service**: Focuses on integrated tourism services with projects like Wuzhen and Gubei Water Town. - **Yunnan Tourism**: Leverages rich cultural resources for unique tourism projects [14][16][17]. Industry Development Trends 1. **Integration of Immersive Experiences and Smart Operations**: The industry is transitioning from resource-driven to technology-driven, utilizing advancements in 5G, AI, and the metaverse to enhance visitor experiences [20]. 2. **Demand Differentiation Driven by Generational Changes**: The Z generation and the elderly are shaping the market, leading to a focus on unique experiences and wellness tourism [21][22]. 3. **Green Concepts and Industrial Synergy**: The industry is moving towards low-carbon and industrialized upgrades, with a focus on sustainable practices and collaboration across sectors [23].

Group 1: Company Performance and Financials - In 2024, the company achieved a revenue of 2.417 billion yuan, a year-on-year increase of 25.49%, primarily driven by the Guangdong and Xi'an scenic areas and light asset output business [8][12]. - The company's gross margin for live performance business was 60.84%, while the tourism service sector maintained a gross margin of 96.52% [8][9]. - The total expenses for sales, management, finance, and R&D were 140.26 million yuan, 172.60 million yuan, -31.62 million yuan, and 41.26 million yuan respectively, accounting for 13.34% of total revenue [8][9]. Group 2: Project Development and Expansion - The company plans to replicate the success of its flagship Hangzhou project in new locations such as Xi'an, Guangdong, and Shanghai, leveraging local cultural elements and innovative marketing strategies [2][3]. - The company signed a light asset project in Qingdao, expected to open in July 2026, and will continue to selectively expand its project portfolio [11][12]. - The company aims to enhance its existing projects by integrating local culture and innovative content to attract more visitors [5][6]. Group 3: Market Strategy and Innovation - The company is focusing on continuous content innovation to maintain audience engagement and combat aesthetic fatigue, utilizing advanced technologies like VR and AR in performances [5][6][15]. - The marketing strategy includes a dual approach of targeting both mass and niche markets, with specific campaigns aimed at different demographics such as students and families [21][22]. - The company is enhancing its digital marketing efforts, increasing advertising spending by 58.78% in 2024, primarily on platforms like Douyin and WeChat [8][12]. Group 4: Challenges and Future Outlook - Despite a strong performance, the company faced a decline in net profit by 2.18% in Q1 2025 due to increased advertising expenses [8][12]. - The company acknowledges the need for improved investor confidence and is committed to enhancing communication and transparency with stakeholders [27][28]. - The company is exploring opportunities to integrate technology into its cultural offerings, aiming to attract younger audiences and enhance visitor experiences [15][28].

Core Viewpoint - The China Securities Tourism Index has shown mixed performance, with a recent increase but a decline over the past month and year-to-date [2]. Group 1: Index Performance - The China Securities Tourism Index rose by 0.9% to 2783.81 points, with a trading volume of 6.719 billion yuan [1]. - Over the past month, the index has decreased by 4.42%, while it has increased by 1.01% over the last three months. Year-to-date, it has declined by 5.28% [2]. Group 2: Index Composition - The index includes up to 50 listed companies involved in various sectors of the tourism industry, such as accommodation, sightseeing, shopping, entertainment, and transportation [2]. - The top ten weighted companies in the index are: China Duty Free Group (14.99%), Songcheng Performance (7.39%), Shanghai Airport (6.38%), Jinjiang Hotels (5.53%), Shougang Hotel (5.15%), China Eastern Airlines (5.13%), Southern Airlines (5.05%), Air China (4.48%), Spring Airlines (4.38%), and Hainan Airport (3.87%) [2]. - The industry composition of the index shows that consumer services account for 48.04%, transportation for 31.30%, retail for 14.99%, and real estate for 5.67% [2]. Group 3: Index Adjustment - The index samples are adjusted semi-annually, with adjustments occurring on the next trading day after the second Friday of June and December [3]. - Weight factors are generally fixed until the next scheduled adjustment, with special circumstances allowing for temporary adjustments [3]. Group 4: Related Funds - Public funds tracking the China Securities Tourism Index include the Fortune China Securities Tourism Theme ETF and the Huaxia China Securities Tourism Theme ETF [4].