证券代码：300859 证券简称：西域旅游 公告编号：2025-055 西域旅游开发股份有限公司 第七届董事会第十一次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 西域旅游开发股份有限公司（以下简称"公司"或"西域旅游"）第七届董 事会第十一次会议于 2025 年 12 月 1 日以现场+通讯表决方式召开，会议通知于 2025 年 11 月 26 日以电话、邮件等方式送达各位董事。本次会议应出席董事 9 人，实际出席董事 9 人，会议由公司董事长吕美蓉女士召集并主持，公司高级管 理人员列席了本次会议。本次会议的召集、召开、表决程序符合《中华人民共和 国公司法》《西域旅游开发股份有限公司章程》和《西域旅游开发股份有限公司 董事会议事规则》的有关规定，会议合法有效。 二、董事会会议审议情况 经与会董事认真讨论，审议通过如下议案： 1、审议通过《关于以债转股方式对控股子公司增资的议案》 经与会董事审议，为优化控股子公司新疆准东经济技术开发区古海温泉有限 责任公司（以下简称"古海温泉公司"）资产负债结构，提高资产的流动性和吸 引 ...

西域旅游开发股份有限公司 关于以债转股方式对控股子公司增资的公告 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。 西域旅游开发股份有限公司（以下简称"公司"或"西域旅游"）于2025年12 月1日召开第七届董事会第十一次会议审议通过了《关于以债转股方式对控股子公司 增资的议案》，同意公司以债转股方式向其控股子公司新疆准东经济技术开发区古 海温泉有限责任公司（以下简称"古海温泉公司"）进行增资。现将详细内容公告 如下： 证券代码：300859 证券简称：西域旅游 公告编号：2025-056 一、本次增资情况概述 为有效改善古海温泉公司资产负债结构，公司拟以债转股方式对控股子公司 古海温泉公司进行增资。本次增资金额为人民币9,000万元，资金来源为公司对古海 温泉公司已形成的债权，即将上述债权转化为对古海温泉公司的股权实现增资。 本次增资完成后，古海温泉公司注册资本由 1,000万元增加至 10,000万元，仍为 公司全资子公司，公司合并报表范围不会发生变化，公司对其持有股权比例由 92.50%变为99.25%。 本事项不涉及关联交易，亦不构成《上市公司重大资产重 ...

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]

Global Tourism Development Trends - The tourism industry is expected to grow at a rate higher than economic growth, driven by international leisure travel and long-distance trips [2] - Factors contributing to this trend include enhanced air connectivity and relaxed visa policies [2] - From 2024 to 2025, the share of the U.S. in global international leisure travel is projected to decrease from 8% to 7% [2] Regional Tourism Insights - **Netherlands**: Amsterdam Schiphol Airport saw approximately 6 million passengers in October, a 3% increase compared to the previous year, indicating healthy inbound tourism demand [3] - **Germany**: Significant recovery in the tourism market with a 20% increase in German tourists visiting Cyprus in October 2025 [4] - **Australia**: The tourism market showed positive growth, with major cultural and sports events attracting international visitors [6] - **Singapore**: Welcomed 14.3 million visitors in the first ten months of the year, a 3% increase year-on-year, driven by major events [7] - **Vietnam**: Received 1.73 million international visitors in October 2025, a 22.1% year-on-year increase, with a total of nearly 17.2 million visitors in the first ten months [8] - **China**: Domestic travel during the National Day and Mid-Autumn Festival saw 888 million trips, with total spending reaching 809 billion yuan, a significant increase from the previous year [9] Corporate Developments - **Personnel Changes**: Five tourism companies experienced significant personnel changes in October, including the resignation of Xi'an Tourism's board member [11] - **Investment and Equity Changes**: 32 tourism companies reported investment and equity changes, including ST United's sale of a 100% stake in Jiangxi Guogui Cultural Tourism Development [15][16] Key Project Signings and Developments - A total of 222 key tourism projects were signed in October, including the opening of two ski resorts in Xinjiang and the construction of a high-end tourism resort in Zhangjiajie [21][22] - China’s first surfing-themed resort is set to open in Hainan, enhancing the region's tourism offerings [23] - Major investments include a 20 billion yuan resort project in Guangdong and an 8.5 billion yuan project in Changbai Mountain [25][26] Industry Performance Metrics - The media and new media indices for tourism companies showed slight increases, with a focus on personnel changes and project developments [39] - The investor confidence index remained stable, reflecting ongoing project signings and developments in the tourism sector [40]

Core Viewpoint - Xiyu Tourism's stock price has shown fluctuations, with a recent increase of 2.00% and a year-to-date increase of 3.81%, despite a decline over the past 60 days [1][2]. Financial Performance - For the period from January to September 2025, Xiyu Tourism achieved operating revenue of 286 million yuan, representing a year-on-year growth of 6.20%. However, the net profit attributable to shareholders decreased by 14.51% to approximately 98.58 million yuan [2]. - The company has distributed a total of 108 million yuan in dividends since its A-share listing, with 93 million yuan distributed over the past three years [3]. Shareholder Information - As of November 20, 2025, the number of shareholders for Xiyu Tourism was 26,700, a decrease of 7.65% from the previous period. The average circulating shares per person increased by 8.28% to 5,812 shares [2]. - Notable changes in institutional holdings include an increase in shares held by the Fortune China Securities Tourism Theme ETF, which now holds 1.8567 million shares, and the entry of Hong Kong Central Clearing Limited as a new shareholder with 982,100 shares [3]. Business Overview - Xiyu Tourism, established on January 18, 2001, and listed on August 6, 2020, is primarily engaged in the development and operation of tourism resources. Its main business segments include tourism passenger transport (64.81%), cableway transportation (13.16%), and sightseeing boat services (11.36%) [2]. - The company operates within the social services sector, specifically in tourism and scenic areas, and is associated with concepts such as low-altitude economy, state-owned enterprise reform, and Xinjiang revitalization [2].

Investment Rating - The report maintains a "Positive" investment rating for the social services industry, indicating an expectation of returns exceeding the market benchmark by over 5% [5]. Core Insights - The social services sector is showing resilience during the off-peak season, supported by fundamental data and a shift in funding styles, creating conditions for relative returns across industries [4]. - Key areas of focus include mid-cap blue-chip characteristics, growth potential, and recovery prospects in performance, particularly in OTA, hotels, human resources, and select dining and scenic spots [4]. Summary by Sections Hotels - The hotel sector demonstrates strong fundamentals with a recovery in performance. Huazhu reported a revenue of 7 billion yuan for Q3 2025, a year-on-year increase of 8.1%, surpassing previous growth guidance [8]. - The national hotel RevPAR turned positive in October 2025, showing a year-on-year increase of 2.2%, indicating a stable volume and rising prices [8]. Scenic Spots - The demand for scenic spots remains robust due to the autumn holiday and the upcoming winter season, with double-digit growth in visitor numbers reported [8]. - For instance, the Jianmen Pass scenic area saw a 30% increase in visitors during the autumn holiday, and hotel bookings in Zhejiang rose by 68% [8]. Duty-Free - The duty-free shopping scene in Hainan is recovering, with sales reaching 506 million yuan from November 1-7, 2025, a year-on-year increase of 34.86% [8]. - This recovery is attributed to low base effects, new policies, and promotional activities, alongside a shift in consumer behavior due to international travel restrictions [8]. OTA (Online Travel Agencies) - Ctrip's Q3 2025 report showed a net operating income of 18.3 billion yuan, reflecting a year-on-year increase of approximately 16% [8]. - The international OTA orders grew by about 60%, with inbound travel orders doubling, indicating a strong recovery in domestic travel demand [8].

Market Performance - The Xinjiang state-owned enterprise reform sector increased by 1.4% compared to the previous trading day, with Beixin Road and Bridge leading the gains [1] - The Shanghai Composite Index closed at 3836.77, up 0.05%, while the Shenzhen Component Index closed at 12585.08, up 0.37% [1] Stock Highlights - Beixin Road and Bridge (002307) saw a closing price of 5.73, with a significant increase of 9.98% and a trading volume of 2.8782 million shares, amounting to 159.3 million yuan [1] - Tianfu Energy (600509) closed at 8.51, up 4.03%, with a trading volume of 513,800 shares and a transaction value of 435 million yuan [1] - Tiankang Biological (002100) closed at 7.39, up 3.50%, with a trading volume of 452,100 shares and a transaction value of 339 million yuan [1] Capital Flow - The Xinjiang state-owned enterprise reform sector experienced a net inflow of 154 million yuan from main funds, while retail funds saw a net outflow of 96.78 million yuan [2] - Main funds showed a net inflow in stocks like Beixin Road and Bridge, with 122.1 million yuan, while retail funds had a net outflow of 52.4 million yuan [3] Individual Stock Capital Flow - Beixin Road and Bridge (002307) had a main fund net inflow of 122.1 million yuan, while retail funds experienced a net outflow of 52.4 million yuan [3] - Tianfu Energy (600509) recorded a main fund net inflow of 33.3 million yuan, with retail funds showing a net outflow of 36.3 million yuan [3] - Zhongtai Chemical (002092) had a main fund net inflow of 23.1 million yuan, while retail funds faced a net outflow of 44.6 million yuan [3]

Market Overview - On November 21, the Xinjiang state-owned enterprise reform sector fell by 3.41% compared to the previous trading day, with Baodi Mining leading the decline [1] - The Shanghai Composite Index closed at 3834.89, down 2.45%, while the Shenzhen Component Index closed at 12538.07, down 3.41% [1] Stock Performance - Notable stock movements included: - Beixin Road and Bridge (002307) rose by 9.92% to a closing price of 5.21, with a trading volume of 1.6997 million shares and a turnover of 862 million yuan [1] - Baodi Mining (601121) fell by 9.92% to a closing price of 66.9, with a trading volume of 386,900 shares and a turnover of 278 million yuan [2] - Other significant declines included: - Zhun Oil Co. (002207) down 8.29% to 7.96 [2] - Guanyi Co. (600251) down 5.56% to 8.67 [2] Capital Flow Analysis - The Xinjiang state-owned enterprise reform sector experienced a net outflow of 31.4271 million yuan from main funds, while retail investors saw a net inflow of 13.9266 million yuan [2][3] - Key capital flows for selected stocks included: - Beixin Road and Bridge had a main fund net inflow of 2.61 million yuan, but retail funds saw a net outflow of 1.44 million yuan [3] - Zhongtai Chemical (002092) had a main fund net inflow of 550.65 thousand yuan, while retail funds experienced a net outflow of 2.52974 million yuan [3]

Market Overview - The tourism and scenic spots sector experienced a decline of 3.08% on November 21, with Dalian Shengya leading the drop [1] - The Shanghai Composite Index closed at 3834.89, down 2.45%, while the Shenzhen Component Index closed at 12538.07, down 3.41% [1] Stock Performance - Dalian Shengya saw a significant drop of 10.00%, closing at 47.34, with a trading volume of 147,500 shares and a transaction value of 714 million [2] - Other notable declines included Tianfu Culture Tourism (-4.18%), Changzi Mountain (-4.08%), and Qujiang Culture Tourism (-3.93%) [2] Capital Flow - The tourism and scenic spots sector experienced a net outflow of 486 million from main funds, while retail investors saw a net inflow of 461 million [2] - The sector's overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors increased their positions [2] Individual Stock Capital Flow - Yunnan Tourism had a main fund net inflow of 10.99 million, while it faced a retail net outflow of 32.27 million [3] - Huangshan Tourism and Sanxia Tourism experienced significant net outflows from main funds, at 10.61 million and 11.62 million respectively, while both saw positive retail inflows [3]

Group 1 - The tourism sector experienced a collective decline on November 20, with several companies showing significant drops in stock prices [1] - Yingxin Development fell over 8%, while Nanjing Commercial Travel and Yunnan Tourism dropped by 7% and 6% respectively [1] - Other companies such as Sanfu Outdoor, Tianfu Cultural Tourism, and others also saw declines exceeding 2% [1]