证券代码：601888 证券简称：中国中免 公告编号：临 2025-017 中国旅游集团中免股份有限公司 2024年年度股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 | 1．出席会议的股东和代理人人数 | 2,393 | | --- | --- | | 其中：A 股股东人数 | 2,392 | | 境外上市外资股股东人数（H 股） | 1 | | 2．出席会议的股东所持有表决权的股份总数（股） | 1,315,792,744 | | 其中：A 股股东持有股份总数 | 1,276,277,321 | | 境外上市外资股股东持有股份总数（H 股） | 39,515,423 | | 3．出席会议的股东所持有表决权股份数占公司有表决权股 份总数的比例（%） | 63.5999 | | 其中：A 股股东持股占股份总数的比例（%） | 61.6899 | | 境外上市外资股股东持股占股份总数的比例（%） | 1.9100 | 一、 会议召开和出席情况 (一)股东大会召开的时间 ...

北京市嘉源律师事务所 关于中国旅游集团中免股份有限公司 2024 年年度股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 致:中国旅游集团中免股份有限公司 中国中免 · 2024 年年度股东大会 北京市嘉源律师事务所 嘉源 · 法律意见书 关于中国旅游集团中免股份有限公司 嘉 源律师事务所 IA YUAN LAW OFFICES 北京 BEI JING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 2024 年年度股东大会的 中国中免 · 2024 年年度股东大会 嘉源 · 法律意见书 法律意见书 嘉源(2025)-04-378 北京市嘉源律师事务所（以下简称"本所"）接受中国旅游集团中免股份有 限公司(以下简称"公司")委托,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》(以下简称"《股东会规则》")等现行有效的法 律、行政法规、部门规章、规范性文件(以下简称"法律法规")以及《中国旅 游集团中免股份有限公司章程》(以下简称"《公司章程》")的有关规定,指派本 所律师 ...

中国旅游集团中免股份有限公司 章 程 二〇二五年五月 | 第一章 | 总则 | 1 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 3 | | 第三章 | 股份 | 4 | | 第一节 | 股份发行 4 | | | 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 | 股东会的一般规定 15 | | | 第三节 | 股东会的召集 19 | | | 第四节 | 股东会的提案与通知 21 | | | 第五节 | 股东会的召开 24 | | | 第六节 | 股东会的表决和决议 28 | | | 第七节 | 类别股东表决的特别程序 34 | | | 第五章 | 党委 | 36 | | 第六章 | 董事会 | 38 | | 第一节 | 董事 38 | | | 第二节 | 董事会 42 | | | 第七章 | 经理及其他高级管理人员 49 | | | 第八章 | 监事会 | 52 | | 第一节 | 监事 52 | | | 第二节 | 监事会 53 | | | 第九章 | 财 ...

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].

Core Viewpoint - China Duty Free Group Co., Ltd. (formerly known as China National Travel Service Group Corporation) has experienced a decline in stock price over four consecutive trading days, with a cumulative drop of -1.56% [1] Company Overview - China Duty Free Group is a large joint-stock enterprise focused on tourism retail, controlled by China Tourism Group Co., Ltd. [1] - The company is listed and is one of the major players in the tourism retail sector in China [1] Financial Performance - In the first quarter of this year, the Invesco Great Wall New Emerging Growth Mixed A fund remains one of the top ten shareholders of China Duty Free, with a year-to-date return of -0.17%, ranking 3010 out of 4581 in its category [1][2] - The fund's performance over various time frames shows a near-term increase of 1.10% over the past week, but a decline of -0.23% over the past month and -8.83% over the past six months [2] Fund Management - The fund manager, Liu Yanchun, has a management experience of over 16 years and has held various positions in different financial institutions before joining Invesco Great Wall in January 2015 [3][4] - Liu Yanchun is currently managing multiple funds, including the Invesco Great Wall New Emerging Growth Mixed Fund and others, with a total fund size of 410.20 billion yuan and a cumulative return of 162.55% [4]

Group 1 - The company reported its Q1 2025 earnings, showing a revenue of 16.746 billion yuan, a year-on-year decline of 10.96%, and a net profit attributable to shareholders of 1.938 billion yuan, down 15.98% year-on-year [1] - The Hainan market remains under pressure, but the company is actively optimizing operations, with inventory improving continuously. As of the end of Q1 2025, inventory stood at 15.751 billion yuan, a decrease of 9.21% from the beginning of the year [1] - The company's gross profit margin for Q1 2025 was 32.98%, a slight year-on-year decrease of 0.33 percentage points, while the sales expense ratio was 13.12%, a slight increase of 0.28 percentage points [1] Group 2 - The number of visa-free countries and international flight volumes are increasing, leading to a positive trend in airport duty-free business. Duty-free store revenue at Beijing airports grew over 115% year-on-year, while Shanghai airports saw a nearly 32% increase [2] - The company is responding to policy changes by adding city duty-free store projects, with 13 foreign exchange commodity duty-free stores transitioning to city duty-free stores within three months, enhancing the synergy between various sales channels [2] - The company is optimistic about the growth of duty-free business in Hainan post-border closure, with city duty-free business expected to contribute to performance in upcoming quarters [3]

Investment Rating - The report maintains a "Buy" rating for the company [9][10]. Core Insights - In Q1 2025, the company reported revenue of 16.746 billion yuan, a year-on-year decrease of 10.96%, and a net profit attributable to shareholders of 1.938 billion yuan, down 15.98% year-on-year. The non-recurring net profit was 1.936 billion yuan, reflecting a 15.81% decline year-on-year [2][6]. - The forecast for net profit attributable to shareholders for 2025-2027 is 4.296 billion, 4.383 billion, and 4.524 billion yuan, respectively, corresponding to current price-to-earnings ratios of 30.53, 29.92, and 28.99 times [2][6]. Revenue Analysis - The sales trend for Hainan offshore duty-free shopping is improving, with a year-on-year sales decrease of 11% in Q1 2025. The number of shoppers decreased by 28% year-on-year, while the average transaction value increased by 23%. The decline in shopper numbers is primarily due to a decrease in conversion rates [6]. - The number of inbound and outbound travelers in Q1 2025 reached 163 million, a 15.3% year-on-year increase, which is expected to drive steady growth in revenue from port stores [6]. Profitability Analysis - The company's gross margin and expense ratio remained stable, with a gross margin decrease of 0.33 percentage points and a period expense ratio decrease of 0.20 percentage points. The net profit margin decreased by 0.67 percentage points [6]. Industry Outlook - The duty-free and travel retail sectors are crucial components of the tourism industry, which is expected to benefit from favorable development prospects and trends. The company is well-positioned to capitalize on new growth opportunities in the duty-free sector [6]. - The tourism industry is a significant part of China's economy and is expected to be a key driver of domestic demand growth, supported by policy initiatives and consumer preferences [6]. Future Growth Strategy - The company aims to achieve steady revenue growth by expanding regional markets, diversifying product offerings, enhancing consumer experiences, and optimizing store operations [6].

Investment Rating - The report assigns a "BUY" rating for the company, indicating a potential upside of 15% to less than 35% from the current price [6][11]. Core Insights - The company reported a revenue of 16.75 billion RMB for Q1 2025, a year-on-year decline of 11%, and a net profit of 1.94 billion RMB, down 16% year-on-year, which was below expectations [7]. - The report highlights a marginal improvement in duty-free sales, particularly in Hainan, with a notable narrowing of sales decline in March 2025 [9]. - The company is expected to optimize its product categories, membership services, and supply chain management, projecting net profits of 5.26 billion RMB, 6 billion RMB, and 6.695 billion RMB for 2025, 2026, and 2027 respectively [9]. Summary by Sections Company Basic Information - The company operates in the retail trade sector, with an H-share price of 51.85 HKD as of May 7, 2025, and a market capitalization of 90.202 billion RMB [2]. - The stock has seen a 12-month high of 78.3 HKD and a low of 39.6 HKD, with a price-to-book ratio of 1.88 [2]. Recent Ratings - The company has had several ratings in the past year, including "BUY" on January 17, 2025, and "TRADING BUY" on October 16, 2024 [3]. Financial Performance - The company’s net profit for 2022 was 5.03 billion RMB, with projections for 2025 at 5.26 billion RMB, reflecting a year-on-year growth of 23.3% [8]. - The earnings per share (EPS) for 2025 is projected to be 2.54 RMB, with a corresponding P/E ratio of 19 [9]. Sales and Market Trends - Duty-free sales in Hainan saw a decline of 11.4% in Q1 2025, but the company anticipates improvements due to government initiatives and adjustments in product offerings [9]. - The report emphasizes the importance of the company's city store openings and their potential to enhance profitability [9].

Investment Rating - The report assigns a "Buy" rating to the company, indicating a potential upside of 15% to 35% from the current price [6][11]. Core Insights - The company reported a revenue of RMB 16.75 billion for Q1 2025, a year-on-year decline of 11%, and a net profit of RMB 1.94 billion, down 16% year-on-year, which was below expectations [7]. - The report highlights a marginal improvement in duty-free sales, particularly in Hainan, with a notable recovery in average transaction value [9]. - The company is expected to optimize its product categories, membership services, and supply chain management, leading to projected net profits of RMB 5.26 billion, RMB 5.96 billion, and RMB 6.70 billion for 2025, 2026, and 2027 respectively [9]. Company Overview - The company operates in the retail trade industry and has a current H-share price of HKD 51.85, with a market capitalization of RMB 90.20 billion [2]. - The major shareholder is China Tourism Group, holding 50.3% of the shares [2]. - The company's earnings per share (EPS) for 2025 is projected to be RMB 2.54, with a price-to-earnings (P/E) ratio of 19 times [9]. Financial Performance - The company’s net profit for 2022 was RMB 5.03 billion, with projections of RMB 6.71 billion for 2023 and RMB 4.27 billion for 2024, reflecting fluctuations in profitability [8]. - The revenue forecast for 2025 is RMB 62.93 billion, with a year-on-year growth expectation of 23.3% [15]. - The report indicates a stable cost structure, with a gross margin of 33% and a decrease in financial expenses [9].

Group 1 - Hong Kong tourism stocks showed strong performance during trading, with Ctrip Group (09961.HK) rising nearly 4% [1] - Tongcheng Travel (00780.HK) increased by nearly 3% [1] - Guangdong Transport (03399.HK) saw a rise of 2.8% [1] - China Duty Free Group (01880.HK) also experienced gains [1]