Core Viewpoint - Zhejiang Xiangyuan Cultural Tourism Co., Ltd. held its 12th meeting of the 9th Board of Directors on August 5, 2025, where several key resolutions were passed, including the use of reserve funds to cover losses, providing guarantees for subsidiaries, upgrading the Danxia Mountain scenic area, and convening a temporary shareholders' meeting on August 21, 2025 [1][2][12][78]. Group 1: Board Resolutions - The Board approved the proposal to use reserve funds to cover losses, with a total of -519,039,541.17 yuan in undistributed profits as of December 31, 2024, and a reserve fund of 45,910,432.29 yuan [26][28]. - The Board also approved the proposal for wholly-owned (controlling) subsidiaries to provide guarantees for a controlling subsidiary, specifically for a loan of 48,377.00 million yuan [6][33]. - The Board passed a resolution to upgrade the Danxia Mountain scenic area, with a total project cost of 2,685.11 million yuan, involving related parties for design and construction [9][45]. Group 2: Shareholders' Meeting - The company will hold its third temporary shareholders' meeting on August 21, 2025, to discuss the resolutions passed by the Board [12][78]. - The meeting will utilize a network voting system, allowing shareholders to vote both on-site and online [79][80]. Group 3: Financial Impact - The proposal to use reserve funds will result in a decrease of 45,910,432.29 yuan in surplus reserves and 473,129,108.88 yuan in capital reserves, while increasing undistributed profits by 519,039,541.17 yuan [27][28]. - The company aims to improve its financial condition and reduce historical losses through this proposal, enhancing its ability to distribute profits to investors [28]. Group 4: Guarantee Details - The guarantees provided for the loan include a total of 31,445.05 million yuan from Xiangyuan Kunpeng and 48,377.00 million yuan from Xiangyuan Danxia Tourism [33][39]. - The guarantees are necessary for the operational development of the subsidiaries and are considered to have manageable risks [41]. Group 5: Related Transactions - The company plans to engage in related transactions for the upgrade of the Danxia Mountain scenic area, with contracts awarded to related parties through a competitive bidding process [45][46]. - The total amount for these related transactions is 2,685.11 million yuan, which does not require shareholder approval as it does not constitute a major asset restructuring [46][76].
浙江祥源文旅股份有限公司 第九届董事会第十二次会议决议公告