Meeting Details - The second extraordinary general meeting of shareholders for 2025 was held on November 6, 2025, at 11:00 AM [2] - The meeting was conducted both in-person and via online voting [3] - A total of 168 shareholders attended, representing 70,967,645 shares, which is 45.7856% of the total voting shares [4] Voting Results - The meeting approved several resolutions, including the appointment of the auditing firm for the 2025 financial statements, with 99.8987% approval from attending shareholders [12] - The resolution for purchasing directors and officers liability insurance was approved with 98.9390% support [15] - Amendments to the company's articles of association received 99.8987% approval [19] - The resolution to revise the rules of the shareholders' meeting was approved with 99.8958% support [22] - The resolution to revise the rules of the board of directors was also approved with 99.8987% support [25] - The resolution to amend the related party transaction management system was approved with 99.8860% support [28] - The resolution to revise the external guarantee management system received 99.8674% approval [31] - The resolution to amend the fundraising management system was approved with 99.8909% support [34] - The resolution to revise the information disclosure management system received 99.8954% approval [37] Legal Opinion - The legal opinion provided by Beijing Zhonglun (Guangzhou) Law Firm confirmed that the meeting was convened and conducted in accordance with relevant laws and regulations, and the voting results were deemed legal and valid [41]

证券代码：300859 证券简称：西域旅游 公告编号：2025-052 西域旅游开发股份有限公司 2025年第二次临时股东会决议公告 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。 特别提示： 1、本次股东会无增加、变更、否决议案的情况； 2、本次股东会不涉及变更以往股东会已通过决议的情况。 （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时间为 2025年11月6日（星期四）的交易时间，即9:15-9:25、9:30-11:30和13:00-15:00； 通过深圳证券交易所互联网系统投票的具体时间为2025年11月6日（星期四） 9:15-15:00的任意时间。 2、现场会议召开地点：新疆阜康市准噶尔路229号公司四楼会议室 3、会议召开方式：采取现场投票和网络投票相结合的方式 4、召集人：公司董事会 5、主持人：公司董事长吕美蓉女士 6、本次会议的召集、召开符合《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》等有关法律法规及《公司章程》的规定。 （二）会议出席情况 一、会议召开及出席情况 （一）会议召开情况 1、召开时 ...

西域旅游开发股份有限公司 详式权益变动报告书 之 2025年第三季度持续督导意见暨持续督导 总结报告 长江证券承销保荐有限公司 关于 财务顾问 二〇二五年十一月 财务顾问声明 长江证券承销保荐有限公司（以下简称"长江保荐"、"财务顾问"）接 受委托，担任新疆文化旅游投资集团有限公司（以下简称"新疆文旅投"、" 信息披露义务人"）收购西域旅游开发股份有限公司（以下简称"西域旅游"、 "上市公司"）的财务顾问。 2024年9月26日，新疆文旅投与天池控股签署《表决权委托协议》，约定 天池控股将持有的上市公司36,642,000股股票（占公司总股本的23.64%）对应 的表决权独家、无偿、不可撤销、排他且唯一地委托给新疆文旅投行使，并保 证其为排他的唯一受托人（以下简称"本次权益变动"）。 本次权益变动前，信息披露义务人新疆文旅投未通过直接或间接方式持有 上市公司股份。 本次权益变动后，新疆文旅投通过表决权委托享有23.64%的股份对应的表 决权，成为西域旅游的控股股东，西域旅游的实际控制人将由阜康市国资局变 更为新疆国资委。 2024年10月16日西域旅游发布公告称，公司收到新疆文旅投的通知，近日 新疆文旅投已取 ...

2025 年第二次临时股东会的法律意见书 致：西域旅游开发股份有限公司 北京市中伦（广州）律师事务所（以下简称"本所"）受西域旅游开发股份 有限公司（以下简称"公司"）委托，指派本所律师邵芳、谢兵（以下简称"本 所律师"）出席公司 2025 年第二次临时股东会（以下简称"本次股东会"）。 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》等有关法律、法规、规范性文件及《西域旅游开发股份有限公 司章程》（以下简称"《公司章程》"）的规定，对公司本次股东会进行见证并 出具法律意见。 为出具本法律意见书，本所律师审查了公司本次股东会的有关文件和材料。 本所律师得到公司如下保证，即其已提供了本所律师认为作为出具本法律意见书 所必需的材料，所提供的原始材料、副本、复印件等材料、口头证言均符合真实、 准确、完整的要求，有关副本、复印件等材料与原始材料一致。 在本法律意见书中，本所律师仅对本次股东会的召集、召开程序、出席本次 股东会人员和召集人的资格、会议表决程序及表决结果是否符合《公司法》《上 市公司股东会规则》等法律、法规、规范性文件及《公司章程》的相关规定发表 意见，不对会议审议 ...

Core Insights - The ice and snow economy stocks have shown significant activity, with companies like Dalian Shenya (600593) and Xue Ren Group (002639) hitting the daily limit, indicating strong market interest in this sector [1] Group 1: Market Performance - On November 4, several ice and snow economy stocks experienced notable gains, including a more than 13% increase for Jingxue Energy (301010) and over 7% for Changbai Mountain (603099) [1] - The early opening of ski resorts across multiple regions has led to a surge in hotel bookings, with increases of 50% to 70% compared to previous periods [1] Group 2: Consumer Behavior - A report from Qunar Travel indicated that hotel bookings in areas surrounding ski resorts have increased significantly, with a 51.6% rise in bookings for hotels in Fuyun County after the opening of the Keketohai International Ski Resort [2] - The Zhangjiakou Chongli Wanlong Ski Resort opened on October 21, leading to a 243% year-on-year increase in hotel bookings for the next three months [2] Group 3: Travel Trends - The new winter-spring flight schedule initiated on October 26 has resulted in a 23% year-on-year increase in flight bookings to Harbin, a popular ice and snow destination [3] - Southern tourists are increasingly interested in ice and snow tourism, with over 60% of bookings for related products coming from southern cities [3]

Core Viewpoint - The recent drop in temperatures has led to a surge in interest in the ice and snow economy, with related stocks experiencing significant price increases as the ice and snow tourism season begins [3][4]. Group 1: Stock Performance - On November 4, ice and snow concept stocks saw collective price increases, with notable gains including: - Jingxue Energy (301010.SZ) up 13.49% - Dalian Shengya (600593.SH) initially up 9%, closing at 7.43% - Xue Ren Group (002639.SZ) hitting a price limit, peaking at 12.45 - Bing Shan Re Leng (000530.SZ) up 6.04% - Xiyu Tourism (300859.SZ) up 5.75%, peaking at 42.09 [3]. Group 2: Tourism Trends - Recent booking data indicates a strong interest in ice and snow tourism, particularly among southern tourists, who make up over 60% of bookings for ice and snow-related products [4][5]. - Popular destinations for ice and snow tourism include Harbin, Beijing, Changchun, Shenyang, Dalian, and others, with Harbin being a particularly favored "internet celebrity" city for travel [4][5]. Group 3: Demographics and Preferences - The primary demographic for ice and snow tourism consists of individuals born in the 1990s and 2000s, accounting for nearly 50% of bookings, with a notable enthusiasm for challenging activities such as skiing and snowmobiling [5][6]. - The opening of various ski resorts has led to increased bookings for transportation, accommodation, and ski packages, contributing to the rise in stock prices of related tourism companies [5]. Group 4: Southern Tourism Demand - As temperatures drop, there is a noticeable increase in demand from northern tourists seeking warmer southern destinations, with a 20% year-on-year increase in bookings for accommodations in provinces like Hainan and Yunnan [6]. - The trend of younger digital nomads and families choosing to spend the winter in southern regions is also on the rise, with significant growth in bookings from the post-95 and post-00 demographics [6].

Core Insights - The recent drop in temperatures has led to a surge in interest in the ice and snow economy, with related stocks experiencing significant price increases [1][2] - The ice and snow tourism season has officially begun, with a notable increase in bookings from southern tourists, who now account for over 60% of the market [1] Group 1: Stock Performance - On November 4, ice and snow concept stocks saw collective gains, with notable increases such as Jingxue Energy rising by 13.49% and Dalian Shengya reaching a peak of 62.14 yuan per share [1] - Other companies like Xue Ren Group and Bingshan Refrigeration also experienced significant stock price increases, with Xue Ren Group hitting a daily limit up [1] Group 2: Tourism Trends - Popular ice and snow tourism destinations include Harbin, Beijing, and Changchun, with Harbin seeing a 23% year-on-year increase in flight bookings from October 29 to December 31 [2] - The primary demographic for ice and snow tourism is the post-90s and post-00s generations, who account for nearly 50% of bookings, with a particular interest in challenging activities like skiing and snowmobiling [2] Group 3: Booking Insights - The opening of various ski resorts has led to a significant increase in bookings for transportation, hotels, and ski packages, contributing to the rise in stock prices of related tourism companies [2]

Core Insights - The recent drop in temperatures has led to a surge in interest in the ice and snow economy, with related stocks experiencing significant price increases [2] - The ice and snow tourism season has officially begun, attracting attention from investors and travelers alike [2] Group 1: Stock Performance - On November 4, ice and snow concept stocks saw collective gains, with notable increases such as Jingxue Energy rising by 13.49% and Dalian Shengya reaching a peak of 62.14 yuan per share [2] - Other companies like Xue Ren Group and Bing Shan Cold Chain also experienced significant stock price increases, with Xue Ren Group hitting a daily limit up [2] Group 2: Tourism Trends - Major cities like Harbin, Beijing, and Changchun are leading in ice and snow tourism bookings, with Harbin's flight bookings increasing by 23% year-on-year [3] - The demographic of travelers is shifting, with individuals born in the 1990s and 2000s making up nearly 50% of bookings, particularly favoring challenging winter sports [3][4] Group 3: Regional Travel Patterns - Southern tourists are increasingly traveling north for snow experiences, while northern tourists are heading south to escape the cold, with significant growth in bookings for southern warm winter destinations [3][4] - Platforms like Tujia report a 20% year-on-year increase in bookings for southern provinces, with a notable rise in long-term stays [4]

Group 1 - The ice and snow industry concept rose by 1.35%, ranking third among concept sectors, with 32 stocks increasing, including Dalian Shenya and Xue Ren Group hitting the daily limit [1][2] - Notable gainers included Jingxue Energy, Changbaishan, and Bingshan Refrigeration, which rose by 13.49%, 7.38%, and 6.04% respectively [1][2] - The largest net inflow of main funds was seen in Xue Ren Group, with a net inflow of 5.36 billion yuan, followed by Changbaishan and Dalian Shenya with net inflows of 576.98 million yuan and 544.13 million yuan respectively [2][3] Group 2 - The main fund inflow ratio was highest for Xue Ren Group, Huashang City A, and Xiangyuan Cultural Tourism, with net inflow rates of 24.91%, 11.52%, and 10.86% respectively [3] - The ice and snow industry concept saw a total net inflow of 446 million yuan, with 22 stocks receiving net inflows, and 6 stocks exceeding 30 million yuan in net inflows [2][3] - Stocks with significant net inflows included Xue Ren Group, Changbaishan, Dalian Shenya, and Xiyu Tourism, with respective net inflows of 535.54 million yuan, 57.69 million yuan, 54.41 million yuan, and 47.73 million yuan [3]

Market Overview - On November 4, the Xinjiang state-owned enterprise reform sector declined by 0.37% compared to the previous trading day, with Western Gold leading the decline [1] - The Shanghai Composite Index closed at 3960.19, down 0.41%, while the Shenzhen Component Index closed at 13175.22, down 1.71% [1] Stock Performance - Notable gainers in the Xinjiang state-owned enterprise reform sector included: - Xiyu Tourism (300859) with a closing price of 41.36, up 5.75% and a trading volume of 186,200 shares, totaling 758 million yuan [1] - Tianfu Energy (600509) closed at 8.74, up 5.05% with a trading volume of 861,100 shares, totaling 740 million yuan [1] - Lide New Energy (001258) closed at 8.23, up 2.62% with a trading volume of 423,300 shares, totaling 347 million yuan [1] - Conversely, Western Gold (601069) led the decliners with a closing price of 26.45, down 3.54% and a trading volume of 148,900 shares, totaling 396 million yuan [2] Capital Flow Analysis - The Xinjiang state-owned enterprise reform sector experienced a net outflow of 24.1 million yuan from institutional investors, while retail investors saw a net inflow of 23.8 million yuan [2] - Key stocks with significant capital flow included: - Tianfu Energy (600509) had a net inflow of 87.3 million yuan from institutional investors, but a net outflow of 56.3 million yuan from retail investors [3] - Xiyu Tourism (300859) saw a net inflow of 62.8 million yuan from institutional investors, with a net outflow of 81.5 million yuan from retail investors [3] - North New Road Bridge (002307) had a net inflow of 26.3 million yuan from institutional investors, while retail investors experienced a net outflow of 25.5 million yuan [3]