中国旅游集团中免股份有限公司 第五届董事会独立董事专门会议第二次会议 决 议 中国旅游集团中免股份有限公司（以下简称"公司"）第五届董事 会独立董事专门会议第二次会议于 2025 年 4 月 24 日以通讯方式召开。 本次会议应参加表决独立董事 3 人，实际参加表决独立董事 3 人：葛 明、王瑛、王强。经全体独立董事推举，会议由葛明先生主持。本次 会议的召开符合《公司法》《上市公司独立董事管理办法》等法律、 行政法规、部门规章、规范性文件以及《公司章程》的有关规定。经 与会独立董事认真审议，会议形成决议如下： 1. 审议通过《关于与中旅集团财务有限公司签订<金融服务协议> 暨关联交易的议案》 公司与中旅集团财务有限公司（以下简称"中旅财务"）签订《金 融服务协议》是基于公司自身经营管理与业务发展需要，有利于降低 资金成本及交易费用，实现资金效益最大化。本次关联交易遵循了公 平、公正、公允的原则，协议条款合理、公允，符合公司和全体股东 的利益，不存在损害公司及中小股东利益的情形。 表决结果：同意 3 票，反对 0 票，弃权 0 票。 同意将该议案提交公司董事会审议。 表决结果：同意 3 票，反对 0 票，弃权 ...

证券代码：601888 证券简称：中国中免 公告编号：临 2025-013 中国旅游集团中免股份有限公司 第五届董事会第二十三次会议（现场结合通讯方式） 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。 一、董事会会议召开情况 中国旅游集团中免股份有限公司（以下简称"公司"）第五届董事会第二十三 次会议于 2025 年 4 月 15 日以电子邮件方式发出通知，于 2025 年 4 月 29 日在公司 会议室以现场结合通讯方式召开。本次会议应参加表决董事 8 人，实际参加表决董 事 8 人：范云军、刘昆、常筑军、王月浩、王轩、葛明、王瑛、王强。会议由董事 长范云军主持，公司监事和部分高级管理人员列席了会议。本次会议的召开符合《公 司法》等法律、行政法规、部门规章、规范性文件以及《公司章程》的有关规定。 二、董事会会议审议情况 经与会董事认真讨论，会议审议通过了以下议案： （一）审议通过《公司 2025 年第一季度报告》 提交董事会审议前，该议案已经公司审计与风险管理委员会审议通过。 表决结果：同意 8 票，反对 0 票， ...

Financial Performance - The company's operating revenue for Q1 2025 was ¥16,746,050,116.23, a decrease of 10.96% compared to ¥18,807,168,696.39 in the same period last year[5] - Net profit attributable to shareholders was ¥1,937,854,243.40, down 15.98% from ¥2,306,454,931.34 year-on-year[5] - Basic and diluted earnings per share were both ¥0.9367, representing a decrease of 15.98% from ¥1.1148 in the same period last year[5] - Operating revenue for Q1 2025 was CNY 16.75 billion, a decrease of 10.9% compared to CNY 18.81 billion in Q4 2024[19] - Net profit for Q1 2025 was CNY 2.06 billion, down 15.5% from CNY 2.44 billion in Q4 2024[19] - The total comprehensive income for the period was CNY 1,989,279,773.44, a decrease from CNY 2,444,902,061.57 in the previous year[20] - Basic and diluted earnings per share were CNY 0.9367, down from CNY 1.1148 year-over-year[20] - The company reported a decrease in sales revenue from CNY 18,666,801,088.11 in Q1 2024 to CNY 16,991,314,793.25 in Q1 2025[21] Cash Flow and Assets - The net cash flow from operating activities was ¥4,796,979,888.31, reflecting a decline of 9.52% compared to ¥5,301,855,586.86 in the previous year[5] - Cash flow from operating activities for Q1 2025 was CNY 4,796,979,888.31, compared to CNY 5,301,855,586.86 in Q1 2024, reflecting a decline of approximately 9.5%[22] - Cash inflow from operating activities totaled CNY 17,533,010,301.60, down from CNY 19,479,675,572.83 in the previous year[22] - Cash outflow from operating activities was CNY 12,736,030,413.29, compared to CNY 14,177,819,985.97 in Q1 2024[22] - The company's total assets increased to CNY 80.46 billion as of March 31, 2025, up from CNY 76.26 billion at the end of 2024, representing a growth of approximately 5.8%[14] - Current assets totaled CNY 59.77 billion, up from CNY 55.96 billion, indicating a growth of 3.2%[14] - The company's total liabilities rose to CNY 17.54 billion, an increase of 14.5% from CNY 15.31 billion at the end of 2024[15] - The ending balance of cash and cash equivalents was CNY 39,645,949,676.26, up from CNY 36,299,634,567.48 at the end of Q1 2024[23] - The company’s cash and cash equivalents increased to CNY 39.68 billion, compared to CNY 34.82 billion, showing a growth of 13.5%[14] Shareholder Information - The total number of common shareholders at the end of the reporting period was 302,747[9] - The largest shareholder, China Tourism Group Co., Ltd., holds 50.30% of the shares, totaling 1,040,642,690 shares[9] - Shareholders' equity attributable to the parent company rose by 3.40% to ¥56,967,607,780.59 from ¥55,096,705,562.22 at the end of last year[6] Operational Highlights - The company reported non-recurring gains and losses totaling ¥2,176,186.37 for the period[7] - The weighted average return on equity decreased by 0.73 percentage points to 3.46% from 4.19%[5] - The company reported a significant increase in accounts receivable, which rose to CNY 269.47 million from CNY 66.60 million, marking a growth of 304.5%[14] - The total non-current assets amounted to CNY 20.69 billion, slightly up from CNY 20.30 billion, reflecting a growth of 1.9%[14] - The company’s operating costs decreased to CNY 14.08 billion from CNY 15.77 billion, a reduction of 10.7%[19] - The company plans to focus on market expansion and new product development in the upcoming quarters to enhance revenue growth[19] Cash Flow Activities - Net cash flow from investing activities was -CNY 257,075,174.83, an improvement from -CNY 418,523,186.44 year-over-year[23] - Net cash flow from financing activities was CNY 419,409,247.12, compared to -CNY 256,125,481.32 in the previous year, indicating a significant turnaround[23] - The company received CNY 14,700,000.00 from minority shareholders as part of financing activities[23]

Core Insights - The global duty-free market experienced a slowdown last year, failing to return to pre-pandemic levels, with Hainan's offshore duty-free market also facing challenges due to various factors [1][2] Financial Performance - In Q1 2025, the company's operating income was RMB 16.75 billion, a year-on-year decline of 10.96% compared to RMB 18.81 billion in the same period last year [1][2] - The net profit attributable to shareholders was RMB 1.94 billion, down 15.98% from RMB 2.31 billion year-on-year [1][2] - The net cash flow from operating activities was RMB 4.80 billion, a decrease of 9.52% from RMB 5.30 billion in the previous year [1][2][5] Cost and Expense Management - The company's gross margin showed slight pressure, with operating costs decreasing by approximately 10.51%, which was slightly lower than the revenue decline [2] - Sales expenses were RMB 2.20 billion, down about 9.0% year-on-year, while management expenses were RMB 423 million, down about 11.0% [2] Asset and Equity Position - As of March 31, 2025, the total assets of the company reached RMB 80.46 billion, an increase of 5.51% from the beginning of the year, while equity attributable to shareholders was RMB 56.97 billion, up 3.40% [2] Inventory Management - The company's inventory balance at the end of the reporting period was RMB 15.75 billion, a decrease of approximately 9.21% from RMB 17.35 billion at the end of 2024 [3]

Financial Performance - The group's operating revenue for the first quarter of 2025 was RMB 16,746,050,116.23, a decrease of 10.96% compared to RMB 18,807,168,696.39 in the same period last year[5] - Net profit attributable to shareholders was RMB 1,937,854,243.40, down 15.98% from RMB 2,306,454,931.34 year-on-year[5] - Basic and diluted earnings per share were both RMB 0.9367, reflecting a decline of 15.98% from RMB 1.1148[5] - Total revenue for Q1 2025 was RMB 16,746,050,116.23, a decrease of 10.9% compared to RMB 18,807,168,696.39 in Q1 2024[15] - In Q1 2025, the operating profit was RMB 2,518,777,915.07, a decrease of 13.4% compared to RMB 2,908,342,158.40 in Q1 2024[16] - The net profit for Q1 2025 was RMB 2,055,785,045.68, down 15.6% from RMB 2,435,203,776.12 in Q1 2024[16] - Total comprehensive income for Q1 2025 was RMB 1,989,279,773.44, a decline of 18.6% from RMB 2,444,902,061.57 in Q1 2024[17] - Basic and diluted earnings per share for Q1 2025 were both RMB 0.9367, compared to RMB 1.1148 in Q1 2024, reflecting a decrease of 16%[17] Cash Flow - The net cash flow from operating activities decreased by 9.52%, amounting to RMB 4,796,979,888.31 compared to RMB 5,301,855,586.86 in the previous year[5] - Cash flow from operating activities in Q1 2025 was RMB 4,796,979,888.31, down 9.5% from RMB 5,301,855,586.86 in Q1 2024[18] - Cash inflow from operating activities totaled RMB 17,533,010,301.60, a decrease of 10% from RMB 19,479,675,572.83 in the previous year[18] - Cash outflow from operating activities was RMB 12,736,030,413.29, down 10.2% from RMB 14,177,819,985.97 in Q1 2024[18] - The net cash flow from investing activities was -RMB 257,075,174.83 in Q1 2025, an improvement from -RMB 418,523,186.44 in Q1 2024[19] - The net cash flow from financing activities was RMB 419,409,247.12 in Q1 2025, compared to -RMB 256,125,481.32 in Q1 2024, indicating a positive shift[19] - The ending cash and cash equivalents balance as of March 31, 2025, was RMB 39,645,949,676.26, an increase from RMB 36,299,634,567.48 at the end of Q1 2024[20] Assets and Liabilities - Total assets at the end of the reporting period were RMB 80,462,334,902.91, an increase of 5.51% from RMB 76,260,373,740.60 at the end of the previous year[5] - Total liabilities increased to RMB 17,542,386,009.83 as of March 31, 2025, up from RMB 15,312,036,850.03 as of December 31, 2024, reflecting a growth of 14.5%[14] - Non-current assets totaled RMB 20,687,437,920.30 as of March 31, 2025, an increase of 1.9% from RMB 20,299,935,210.56 as of December 31, 2024[12] - Long-term borrowings rose to RMB 3,233,561,026.15 as of March 31, 2025, up from RMB 2,567,047,228.16 as of December 31, 2024, marking a 26.0% increase[14] Shareholder Information - Shareholders' equity attributable to the parent company increased by 3.40% to RMB 56,967,607,780.59 from RMB 55,096,705,562.22[5] - The total number of ordinary shareholders was 302,747 as of the end of the reporting period[7] - The largest shareholder, China Tourism Group Co., Ltd., holds 50.30% of the shares, totaling 1,040,642,690 shares[8] Inventory and Expenses - The group reported a decrease in inventory, which stood at RMB 15,751,001,779.30, down from RMB 17,348,382,658.40[11] - Total operating costs for Q1 2025 were RMB 14,080,625,510.04, down 10.7% from RMB 15,772,875,379.76 in Q1 2024[15] - The company reported a decrease in research and development expenses to RMB 12,165,946.01 in Q1 2025 from RMB 355,002.40 in Q1 2024, reflecting a significant increase in investment in innovation[15] Government Subsidies - The company received government subsidies amounting to RMB 3,224,834.44, which are closely related to its normal business operations[6] Deferred Tax Assets - Deferred tax assets decreased to RMB 1,078,353,695.92 as of March 31, 2025, from RMB 1,204,425,069.30 as of December 31, 2024, a decline of 10.5%[12]

Investment Rating - The investment rating for China Tourism Group Duty Free is Equal-weight [8] Core Insights - Hainan's offline duty-free sales showed a year-over-year decline of 5% in March 2025, which is an improvement from a 13% decline in the first two months of 2025. The average daily sales were RMB 94 million [4][11] - The daily shopper count decreased by 26% year-over-year to 17,700, while spending per shopper increased by 28% to RMB 6,500. The growth in average spending per shopper may be attributed to a rise in electronic product sales, although this may not significantly impact margins [4][11] - The macroeconomic outlook remains uncertain, particularly with potential tariff escalations expected to impact the second half of 2025. The performance of Hainan's duty-free market is closely tied to middle-class spending [2][11] - The Hainan government is anticipated to release details regarding the free-trade-zone policy later this year, which could affect duty-free operators [3] Summary by Sections Sales Trends - In March 2025, Hainan's offline duty-free sales were RMB 94 million per day, reflecting a 5% year-over-year decline, which is an improvement from the 13% decline observed in the first two months of 2025. Daily sales were 35% lower than in the first two months of 2025 and 25% lower than the pre-COVID seasonality of March 2015-2019 [4][11] - Assuming that the sales trends from April to December 2025 follow pre-COVID seasonality, the year-over-year decline in sales may remain in the low to mid-single digits for the second and third quarters of 2025. However, a lower year-over-year comparison base in the fourth quarter of 2025 may lead to positive sales growth for the full year [11] Economic Factors - The report highlights that the macroeconomic conditions are critical for Hainan's duty-free market, which is more sensitive to middle-class spending. The uncertainty in the macro outlook and potential tariff impacts are significant considerations for future performance [2][11] - The anticipated free-trade-zone policy from the Hainan government is expected to be released later this year, which could have implications for duty-free operators [3]

Investment Rating - The report maintains a "Buy" rating for the company [6] Core Views - The company is expected to benefit from optimized duty-free policies at ports and anticipates growth in city duty-free sales [1] - The company has experienced a significant decline in revenue and net profit in 2024, with a revenue of 56.47 billion yuan, down 16.38% year-on-year, and a net profit of 4.27 billion yuan, down 36.44% year-on-year [1][5] - The company is focusing on enhancing its online, store, and supply chain capabilities, which are expected to contribute to long-term growth [4] Summary by Sections Financial Performance - In 2024, the company reported a total revenue of 56.47 billion yuan, with duty-free and taxable goods generating 38.67 billion yuan and 17.10 billion yuan respectively, showing a year-on-year change of -12.58% and -23.49% [1] - The company’s gross margin in Q4 2024 decreased by 3.50 percentage points to 28.54%, attributed to declining sales and increased promotional efforts [2] - The total number of tourists received in Hainan in 2024 was 97.21 million, an increase of 8.0% year-on-year, while the duty-free shopping amount decreased by 29.3% to 30.94 billion yuan [1] Market Position and Strategy - The company has increased its market share in Hainan's duty-free sector by 2 percentage points in 2024, introducing over 150 new brands and enhancing the "first store economy" [3] - The company successfully secured operating rights for 10 airport and port duty-free stores, benefiting from the expansion of visa-free countries and the increase in international flights [3] - The company is actively pursuing the opening of city duty-free stores, with agreements signed in major cities like Beijing and Shanghai [3] Future Projections - The company is projected to achieve revenues of 58.03 billion yuan, 63.55 billion yuan, and 68.73 billion yuan for the years 2025, 2026, and 2027 respectively, with corresponding net profits of 4.50 billion yuan, 4.93 billion yuan, and 5.28 billion yuan [4][5] - The expected EPS for 2025, 2026, and 2027 is 2.18 yuan, 2.38 yuan, and 2.55 yuan respectively, with P/E ratios of 28.9, 26.4, and 24.7 [4][5]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因依 賴該等內容而引致的任何損失承擔任何責任。 China Tourism Group Duty Free Corporation Limited 中 國 旅 遊 集 團 中 免 股 份 有 限 公 司 中國旅遊集團中免股份有限公司（「本公司」）董事會（「董事會」）宣佈，將於 2025 年 4月 29日（星期二）舉行董事會會議，藉以（其中包括）審議及批准本公司及其附 屬公司截至 2025年 3月 31日止三個月的第一季度業績及其刊發，及其他議題。 承董事會命 中國旅遊集團中免股份有限公司 董事會主席 范雲軍先生 中國•北京 2025年 4月 15日 於本公告日期，董事會成員包括非執行董事范雲軍先生及劉昆女士，執行董事常 築軍先生、王月浩先生及王軒先生及獨立非執行董事葛明先生、王瑛女士及王強 先生。 （一家於中華人民共和國註冊成立的股份有限公司） （股份代號：1880） 董事會會議召開日期 ...

Business Expansion and Market Presence - In 2024, the company introduced over 200 international and domestic well-known brands, launching 19 exclusive and globally limited product series with over 500 items[10]. - The number of company members exceeded 38 million, reflecting strong customer engagement and loyalty[10]. - The company secured operating rights for 10 airport and port duty-free projects, leading to significant sales growth in domestic duty-free stores[11]. - New international locations were opened, including duty-free shops at Singapore Changi Airport and Hong Kong International Airport, expanding the company's overseas business footprint[11]. - The company signed operating lease agreements for taxable business at Shanghai Hongqiao Airport and Harbin Taiping Airport, exploring new revenue streams[13]. - The company is actively expanding its market presence by winning operating rights for 10 new duty-free projects at major airports and ports, enhancing its channel advantages[26]. - The company is exploring new tax-inclusive business models and has partnered with various entities to develop retail projects at airports and cruise ports, indicating a strategic shift towards diversified revenue streams[27]. - The company plans to deepen its market presence in Hainan and enhance service offerings at the Sanya International Duty-Free City, targeting different travel customer segments[78]. - The company will expand its overseas business and leverage the "Belt and Road" initiative to explore opportunities in key countries, enhancing its international presence[79]. Financial Performance - Revenue for the year ended December 31, 2024, was RMB 56,474 million, a decrease of RMB 11,066 million compared to RMB 67,540 million in 2023, representing a decline of approximately 16.4%[16]. - Gross profit for the same period was RMB 17,347 million, down RMB 3,506 million from RMB 20,853 million in 2023, reflecting a decrease of about 16.8%[16]. - Net profit attributable to equity shareholders was RMB 4,324 million, a decrease of RMB 2,466 million from RMB 6,790 million in 2023, indicating a decline of approximately 36.3%[16]. - The company's gross margin slightly decreased to 30.72% from 30.88%, a reduction of 0.16 percentage points[16]. - Total assets as of December 31, 2024, were RMB 76,108 million, down RMB 2,554 million from RMB 78,662 million in 2023, a decrease of about 3.2%[18]. - Total liabilities decreased to RMB 15,312 million from RMB 19,688 million in 2023, a reduction of RMB 4,376 million, representing a decline of approximately 22.2%[18]. - Cash and cash equivalents increased by RMB 3,021 million to RMB 34,773 million from RMB 31,752 million in 2023, an increase of about 9.5%[16]. - The equity-to-debt ratio improved to 25.19% from 33.38%, a decrease of 8.19 percentage points, indicating a stronger financial position[16]. - The company's revenue decreased by 16.38% from RMB 67.54 billion in 2023 to RMB 56.47 billion in 2024[46]. - Sales of duty-free goods fell by 12.58% from RMB 44.23 billion in 2023 to RMB 38.67 billion in 2024[47]. - The company's gross profit decreased by 16.81% from RMB 20.85 billion in 2023 to RMB 17.35 billion in 2024[51]. - Operating profit declined by 28.12% from RMB 89.50 billion in 2023 to RMB 64.33 billion in 2024[59]. - Net profit decreased by 33.07% from RMB 7.35 billion in 2023 to RMB 4.92 billion in 2024[60]. Strategic Focus and Future Plans - The company aims to capture new market opportunities by focusing on market insights, consumer behavior, and collaboration[14]. - The strategic focus for 2025 includes enhancing core capabilities and fostering high-quality development through innovation and collaboration[14]. - The company plans to establish itself as a world-class travel retail operator with global competitiveness and influence[14]. - The company aims to enhance its core capabilities and improve service quality, focusing on customer insights and supply chain management to boost operational efficiency[81]. - The company will strengthen medium to long-term planning and annual investment management to control investment scale and pace, enhancing project investment estimation and review processes[83]. - The company will focus on foreign exchange risk management due to international business being settled in foreign currencies, aiming to improve asset and liability currency matching[84]. - The company plans to deepen existing advantages and enhance online and offline integration to strengthen competitive positioning amid increasing market competition[85]. Corporate Governance and Management - The company emphasizes good corporate governance practices, having complied with the majority of the recommended best practices outlined in the Corporate Governance Code[110]. - The board plays a crucial role in strategic decision-making and risk management, ensuring the company's best interests are prioritized[117]. - The company has a strong commitment to maintaining high levels of corporate governance, regularly reviewing its governance practices[116]. - The company has established a system to manage the trading of its securities by directors and supervisors to prevent insider trading[114]. - The company recognizes the importance of effective leadership and regularly assesses the contributions of its directors[118]. - The board consists of eight members, including three executive directors and three independent non-executive directors, ensuring a diverse governance structure[119]. - The company has adopted a board diversity policy, considering factors such as gender, age, ethnicity, and professional experience in the nomination and selection of board members[129]. - The board has a balanced mix of knowledge and skills, with 3 members holding doctoral degrees and 4 holding master's degrees[130]. - The company provides training and resources for directors to ensure they are well-informed about their responsibilities and regulatory requirements[127]. - The term for directors is three years, with independent non-executive directors limited to a maximum of six consecutive years[125]. - The company has arranged appropriate liability insurance for directors, supervisors, and senior management against legal actions arising from company activities during the reporting period[126]. Risk Management and Compliance - The company has established a comprehensive risk management system and has conducted annual major risk assessments to evaluate risks based on likelihood and impact[160]. - The company aims to enhance the scientific design and applicability of risk warning indicators to prevent and mitigate significant operational risks[162]. - The board has reviewed and monitored compliance with legal and regulatory requirements, ensuring adherence to the Corporate Governance Code[154]. - The company has implemented quarterly risk compliance training for all employees to improve risk control and compliance awareness[163]. - The company has developed a risk management report mechanism to summarize and evaluate risk management efforts across key subsidiaries[161]. - The company has established a compliance system focusing on eight key areas, including regulatory compliance and data security[170]. - The audit and risk management committee has confirmed that there are no significant internal control deficiencies in financial reporting as of the evaluation report date[169]. Shareholder Communication and Dividends - The company aims to distribute at least 30% of the average distributable profits over the last three years as cash dividends, provided that the company has positive retained earnings[192]. - The company has established a shareholder communication policy to ensure that shareholder opinions and concerns are properly addressed[188]. - The company has revised its investor relations management system to enhance communication mechanisms with investors[187]. - The company is committed to providing stable and reasonable returns to shareholders while considering long-term interests and sustainable development[191]. - The company has a cash dividend policy that prioritizes cash distributions when conditions permit[191]. - The board proposed a final dividend of RMB 1.05 per share for the year ending December 31, 2024, totaling RMB 2,172.30 million (tax included) based on the total number of shares issued at the end of the reporting period[199]. - The proposed dividend is subject to approval at the annual general meeting, with expected payment within two months after the meeting if approved[199].