桂林旅游股份有限公司第七届 董事会2025年第九次会议决议公告

Group 1 - The core point of the article is that Guilin Tourism Co., Ltd. has decided to publicly transfer 100% equity and debt of its wholly-owned subsidiary, Guilin Zijiang Danxia Tourism Co., Ltd., due to continuous losses since 2008, with a proposed transfer price of 34.5 million yuan [3][9][18] Group 2 - The board meeting was held on November 25, 2025, with all 8 directors present, and the decision to transfer the subsidiary was unanimously approved [2][3] - Guilin Zijiang Danxia Tourism Co., Ltd. has incurred cumulative losses of 289.63 million yuan from 2008 to August 2025, with a net asset value of -237.42 million yuan as of August 2025 [7][8] - The company has attempted various measures to improve performance but has been unable to reverse the losses, leading to the decision to divest [8][18] Group 3 - The transfer is based on an asset evaluation report from Zhonglian Asset Appraisal Group, which assessed the subsidiary's net asset value at -211.30 million yuan and the debt asset value at 34.44 million yuan, indicating a significant potential gain from the debt [14][15] - The transaction is expected to optimize the company's asset structure and improve operational efficiency, aligning with the overall strategic development plan [18] - The proceeds from the sale will be used for the company's daily operations, and the subsidiary will no longer be included in the consolidated financial statements post-transaction [16][18]