中国旅游集团中免股份有限公司 章 程 二〇二五年十一月 | 第一章 | 总则 | 1 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 3 | | 第三章 | 股份 | 3 | | 第一节 | 股份发行 3 | | | 第二节 | 股份增减和回购 6 | | | 第三节 | 股份转让 7 | | | 第四章 | 股东和股东会 | 9 | | 第一节 | 股东 9 | | | 第二节 | 控股股东和实际控制人 13 | | | 第三节 | 股东会的一般规定 16 | | | 第四节 | 股东会的召集 20 | | | 第五节 | 股东会的提案与通知 22 | | | 第六节 | 股东会的召开 25 | | | 第七节 | 股东会的表决和决议 28 | | | 第八节 | 类别股东表决的特别程序 34 | | | 第五章 | 党委 | 36 | | 第六章 | 董事和董事会 | 38 | | 第一节 | 董事的一般规定 38 | | | 第二节 | 董事会 44 | | | 第三节 | 独立董事 50 | | | 第四节 | 董事会专门委员会 54 | | | 第七章 | 高级管理人 ...

Group 1 - The tourism retail sector experienced a decline of 0.66% on November 24, with China Duty Free Group leading the drop [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] - China Duty Free Group's stock closed at 78.53, reflecting a decrease of 0.66%, with a trading volume of 360,100 shares and a transaction value of 2.834 billion yuan [1] Group 2 - The tourism retail sector saw a net outflow of 79.0534 million yuan from institutional investors, while retail investors had a net inflow of 81.8057 million yuan [1] - The detailed fund flow indicates that institutional investors had a net outflow of 79.0534 million yuan, representing a -2.79% net share, and retail investors had a net inflow of 81.8057 million yuan, representing a 2.89% net share [1]

Group 1 - The tourism retail sector experienced a decline of 3.28% on November 21, with China Duty Free Group 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] - China Duty Free Group's closing price was 79.05, reflecting a decrease of 3.28%, with a trading volume of 454,100 shares and a transaction value of 3.657 billion yuan [1] Group 2 - The tourism retail sector saw a net outflow of 350 million yuan from institutional investors, while retail investors contributed a net inflow of 235 million yuan [1] - The breakdown of fund flows indicates that institutional investors had a net outflow of 350 million yuan, accounting for -9.58%, while speculative funds had a net inflow of 1.16 million yuan, representing 3.16% [1] - Retail investors had a net inflow of 2.35 million yuan, which corresponds to 6.41% of the total [1]

Group 1 - The tourism retail sector experienced a decline of 0.81% on November 20, with China Duty Free Group leading the drop [1] - The Shanghai Composite Index closed at 3931.05, down 0.4%, while the Shenzhen Component Index closed at 12980.82, down 0.76% [1] - China Duty Free Group's closing price was 81.73, reflecting a decrease of 0.81%, with a trading volume of 405,400 shares and a transaction value of 3.347 billion yuan [1] Group 2 - The tourism retail sector saw a net inflow of 43.81 million yuan from institutional investors, while retail investors experienced a net outflow of 90.78 million yuan [1] - The net inflow from speculative funds was 46.97 million yuan, indicating a mixed sentiment among different investor types [1] - China Duty Free Group had a net inflow of 43.81 million yuan from institutional investors, accounting for 1.31% of the total, while retail investors had a net outflow of 90.78 million yuan, representing -2.71% [1]

Core Viewpoint - China Duty Free Group (中国中免) shares rose over 4%, reaching HKD 74.1 with a trading volume of HKD 180 million, driven by positive developments regarding Hainan Free Trade Port preparations [1] Group 1: Company Performance - China Duty Free Group's stock increased by 4.07% as of the latest report [1] - The company reported a significant sales performance during the "Double Eleven" shopping festival, with total sales exceeding HKD 950 million, marking a year-on-year growth of 40.4% [1] - On the day of "Double Eleven," sales surpassed HKD 100 million, indicating strong consumer demand [1] Group 2: Industry Developments - The Hainan Free Trade Port is set to commence full operations in one month, with customs preparations nearly complete [1] - Recent data from Haikou Customs indicated that from November 1 to 7, the duty-free shopping amount in Hainan reached HKD 506 million, with a year-on-year increase of 34.86% [1] - The number of shoppers during the same period was 72,900, reflecting a year-on-year growth of 3.37% [1] - Guosheng Securities highlighted that as a leading player in the duty-free sector, China Duty Free Group stands to benefit from the recovery and growth potential across various duty-free shopping channels [1]

Group 1 - The tourism retail sector experienced a decline of 3.1% on November 19, with China Duty Free Group leading the drop [1] - The Shanghai Composite Index closed at 3946.74, up 0.18%, while the Shenzhen Component Index closed at 13080.09, unchanged [1] - China Duty Free Group's stock closed at 82.40, reflecting a decrease of 3.10% with a trading volume of 525,200 shares and a transaction value of 4.353 billion yuan [1] Group 2 - The tourism retail sector saw a net outflow of 689 million yuan from institutional investors, while retail investors contributed a net inflow of 587 million yuan [1] - The breakdown of fund flows indicates that institutional investors had a net outflow of 15.83%, while retail investors accounted for 13.49% of the net inflow [1]

Investment Rating - The report assigns a "Buy" rating for China Tourism Group Duty Free Corp (CTGDF) [4] Core Insights - Encouraging sales trends have emerged since the new duty-free policy took effect on November 1, with Hainan offshore duty-free sales increasing by 34.86% year-on-year during the first week of November [1][2] - The online platform in Hainan saw a significant growth in Gross Merchandise Value (GMV) of 40.4% during the Double 11 shopping festival, indicating a positive shift in consumer behavior [1][2] - The number of buyers has shown positive growth, particularly in categories such as mobile phones and gold accessories, suggesting a recovery in consumer spending [2] - Management expresses confidence in peak season performance, supported by new policies, marketing campaigns, and concert events in Hainan [2] Sales Performance - Hainan offshore duty-free sales reached Rmb506 million during the first week of November, with a notable increase in per capita spending by 30.5% year-on-year [2] - Daily sales exceeded Rmb100 million on November 11, indicating strong consumer engagement during the shopping festival [2] - The growth in sales is attributed to a combination of new policies, a wealth effect, and a low base from the previous year [1] Pricing Strategy - The company has adopted a less aggressive pricing discount strategy this year, focusing on balancing gross profit margin (GPM) and sales [2] - Over 200 popular cosmetics SKUs are offered weekly, with 80% having a price advantage compared to competitors [2] Category Performance - The cosmetics category has shown recovery, with positive growth since Q3 2025, while luxury goods performance remains mixed [3] - The watch category has lagged, whereas gold & jewelry and boutique categories have experienced growth [3] Valuation - The DCF-based target price for CTGDF is set at Rmb78, reflecting the long-term structural growth potential of its duty-free business [6]

Core Viewpoint - The tourism retail sector experienced a decline of 3.14% on November 18, with China Duty Free Group leading the drop, reflecting broader market trends as the Shanghai Composite Index fell by 0.81% and the Shenzhen Component Index decreased by 0.92% [1] Market Performance - On November 18, the Shanghai Composite Index closed at 3939.81, down 0.81% - The Shenzhen Component Index closed at 13080.49, down 0.92% [1] Sector Performance - The tourism retail sector saw a net outflow of 755 million yuan from institutional investors, while retail investors contributed a net inflow of 644 million yuan [1] - China Duty Free Group (stock code: 601888) closed at 85.04, with a decline of 3.14% and a trading volume of 570,000 shares, resulting in a transaction value of 4.88 billion yuan [1] Fund Flow Analysis - Institutional investors had a net outflow of 755.17 million yuan from China Duty Free Group, accounting for 15.47% of the total - Retail investors had a net inflow of 644 million yuan, representing 13.19% of the total [1] - The net inflow from speculative funds was 111 million yuan, making up 2.28% of the total [1]

Group 1 - China National Pharmaceutical Group (01880.HK) experienced a decline of over 5% in early trading after a period of continuous gains, currently down 4.96% at HKD 73.8 [2] - The trading volume reached HKD 214 million [2]

Core Viewpoint - China Duty Free Group (中国中免) experienced a significant decline in stock price after releasing disappointing financial results for the third quarter, indicating potential challenges ahead for the company [1] Financial Performance - For the first three quarters, the company reported revenue of 39.862 billion yuan, a year-on-year decrease of 7.34% [1] - The net profit attributable to shareholders was 3.052 billion yuan, down 22.13% year-on-year [1] - In the third quarter alone, revenue was 11.711 billion yuan, reflecting a slight decline of 0.38% year-on-year, while net profit was 0.452 billion yuan, a significant drop of 28.94% year-on-year [1] Market Reaction - Following the earnings announcement, the stock price fell over 5% in early trading, settling at 73.8 Hong Kong dollars, with a trading volume of 214 million Hong Kong dollars [1] Future Outlook - CICC noted that the disappointing performance was primarily due to foreign exchange losses and disturbances in minority shareholder rights [1] - The upcoming full island closure of Hainan Free Trade Port on November 18 is expected to impact sales, with a focus on the fourth quarter of 2025 for potential recovery in duty-free sales [1] - According to Founder Securities, if sales continue to improve, the company may see an upward turning point in operations, maintaining a neutral to optimistic outlook for 2026 performance, supported by recent favorable duty-free sales policies [1]