浙江祥源文旅股份有限公司关于以集中竞价交易方式回购股份的回购报告书

Core Viewpoint - Zhejiang Xiangyuan Cultural Tourism Co., Ltd. plans to repurchase shares through centralized bidding, with a total amount between RMB 80 million and RMB 120 million, aimed at implementing employee stock ownership and equity incentive plans [2][3][7]. Summary by Sections Repurchase Plan Details - The repurchase amount will not be less than RMB 80 million and not exceed RMB 120 million [2]. - The source of funds for the repurchase will be the company's own funds [17]. - The repurchase price will not exceed RMB 11.985 per share, which is 150% of the average stock price over the last 30 trading days prior to the board's decision [2][16]. - The repurchase will be conducted through centralized bidding on the Shanghai Stock Exchange [9]. - The repurchase period is set from November 18, 2025, to May 15, 2026 [10]. Purpose and Impact - The purpose of the repurchase is to enhance the company's governance structure and establish a long-term incentive mechanism for the management team, aligning the interests of all shareholders [7][19]. - The repurchased shares will be used for employee stock ownership plans or equity incentive plans [14][19]. - The estimated number of shares to be repurchased ranges from approximately 6,675,010 shares to 10,012,516 shares, representing about 0.63% to 0.95% of the total share capital [15]. Governance and Compliance - The board of directors approved the repurchase plan with unanimous support [6]. - There are no current plans for share reduction by major shareholders or management within the next six months [3][20]. - The company has established a dedicated repurchase account with the China Securities Depository and Clearing Corporation [24]. Financial Considerations - As of September 30, 2025, the company's total assets were approximately RMB 5.08 billion, with net assets of about RMB 2.97 billion [18]. - The repurchase funds will constitute a small percentage of the company's total assets, indicating minimal impact on daily operations and financial stability [18].