2025 年第二次临时股东会的法律意见书 致：西域旅游开发股份有限公司 北京市中伦（广州）律师事务所（以下简称"本所"）受西域旅游开发股份 有限公司（以下简称"公司"）委托，指派本所律师邵芳、谢兵（以下简称"本 所律师"）出席公司 2025 年第二次临时股东会（以下简称"本次股东会"）。 本所律师根据《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》等有关法律、法规、规范性文件及《西域旅游开发股份有限公 司章程》（以下简称"《公司章程》"）的规定，对公司本次股东会进行见证并 出具法律意见。 为出具本法律意见书，本所律师审查了公司本次股东会的有关文件和材料。 本所律师得到公司如下保证，即其已提供了本所律师认为作为出具本法律意见书 所必需的材料，所提供的原始材料、副本、复印件等材料、口头证言均符合真实、 准确、完整的要求，有关副本、复印件等材料与原始材料一致。 在本法律意见书中，本所律师仅对本次股东会的召集、召开程序、出席本次 股东会人员和召集人的资格、会议表决程序及表决结果是否符合《公司法》《上 市公司股东会规则》等法律、法规、规范性文件及《公司章程》的相关规定发表 意见，不对会议审议 ...

Group 1: Starbucks China Joint Venture - Starbucks has announced a strategic partnership with Boyu Capital to form a joint venture for its retail operations in China, with Boyu holding up to 60% equity and Starbucks retaining 40% [1] - The joint venture is based on an enterprise value of approximately $4 billion, excluding cash and debt, and will manage the existing 8,000 Starbucks stores in China [1] - The goal is to expand the number of Starbucks stores in China to 20,000, leveraging Boyu's local resources and retail experience to accelerate growth in smaller cities [1] Group 2: Ice and Snow Economy - The ice and snow economy concept is gaining traction, with companies like Xue Ren Group seeing significant stock price increases, reflecting market optimism about the industry's potential [2] - Data from Tuniu indicates that over 60% of users booking ice and snow tourism products are from southern regions, highlighting a trend of southern tourists traveling north for winter activities [2] - The growth in the ice and snow economy is attributed to the continued enthusiasm for winter sports post-Olympics and innovative "ice and snow+" business models, contributing to a robust winter consumption market [2] Group 3: Harbin Ice and Snow World Expansion - Harbin is expanding its Ice and Snow World to 1.2 million square meters, incorporating more technology elements and entertainment projects to enhance visitor experience [3] - The Sun Island Snow Expo will cover 1.5 million square meters, featuring over 260 snow sculptures and various interactive activities, promoting a harmonious relationship between people and nature [3] - This expansion is seen as a strategic move to transform the ice and snow economy from attracting visitors to retaining them, thereby injecting sustained economic vitality into the region [3] Group 4: Short Drama Market Growth - The short drama concept is experiencing a resurgence, with companies like Huanrui Century hitting their stock price limits, indicating a positive market response [4] - Data from the Giant Engine shows that the supply, viewership, and likes for short dramas are growing at impressive monthly compound growth rates, with the market expected to exceed 20 billion yuan this year [4][5] - The integration of AI technology and platform support is driving this growth, creating new opportunities for media companies and showcasing the vitality of the content industry [5]

Core Viewpoint - The ice and snow industry is experiencing a strong performance driven by the early start of the 2025-2026 snow season, leading to increased consumer spending and positive financial results from related companies [1][4]. Industry Performance - On November 4, the ice and snow industry sector saw a rise of 1.35%, continuing an upward trend since October 13 [2]. - Notable individual stock performances included a 13.49% increase for Jingxue Energy (301010), and a significant rise for Dalian Shengya (600593) and Xue Ren Group, with Dalian Shengya's stock price increasing nearly 90% since October 10 [2]. Market Trends - The onset of colder temperatures has led to the early opening of outdoor ski resorts, with many skiers shifting from indoor to outdoor venues [3]. - Search volume for "outdoor ski resorts" surged nearly 900% since mid-October, indicating a strong consumer interest in ice and snow activities [3]. Company Financials - Xue Ren Group reported a third-quarter revenue of 671 million yuan, a year-on-year increase of 31.68%, and a net profit of 12.27 million yuan, up 12.73% [4]. - Changbai Mountain reported a third-quarter revenue of 401 million yuan, a 17.78% increase, and a net profit of 151 million yuan, up 19.43% [4]. Future Outlook - The ice and snow industry is projected to exceed 1 trillion yuan by 2025, with continued growth expected due to upcoming large-scale winter sports events [4].

Core Viewpoint - The ice and snow industry is experiencing a strong performance driven by the early start of the 2025-2026 snow season, leading to increased consumer spending and positive financial results from related companies [1][2]. Industry Trends - The ice and snow industry sector saw a 1.35% increase on November 4, continuing an upward trend since October 13 [1]. - Multiple ski resorts across the country have opened earlier than usual, significantly boosting the ice and snow tourism market [2]. - The new winter-spring flight schedule, effective from October 26, enhances capacity for "northward skiing" and "southward winter escape" routes [1]. Company Performance - Xue Ren Group reported a third-quarter revenue of 671 million yuan, a year-on-year increase of 31.68%, and a net profit of 12.27 million yuan, up 12.73% [3]. - Changbai Mountain's third-quarter revenue reached 401 million yuan, growing 17.78% year-on-year, with a net profit of 151 million yuan, an increase of 19.43% [3]. - The overall revenue for Xue Ren Group in the first three quarters was 1.631 billion yuan, up 24.26%, and net profit was 39.17 million yuan, a 16.63% increase [3]. - Changbai Mountain's revenue for the first three quarters was 636 million yuan, a 6.99% increase, with a net profit of 14.9 million yuan, growing 1.03% [3]. Market Outlook - The ice and snow industry is projected to exceed 1 trillion yuan by 2025, with continued growth expected due to upcoming large-scale winter sports events [3]. - The rising popularity of ice and snow tourism is prompting investment interest in related stocks [3].

Core Insights - The ice and snow economy stocks have shown significant activity, with companies like Dalian Shenya (600593) and Xue Ren Group (002639) hitting the daily limit, indicating strong market interest in this sector [1] Group 1: Market Performance - On November 4, several ice and snow economy stocks experienced notable gains, including a more than 13% increase for Jingxue Energy (301010) and over 7% for Changbai Mountain (603099) [1] - The early opening of ski resorts across multiple regions has led to a surge in hotel bookings, with increases of 50% to 70% compared to previous periods [1] Group 2: Consumer Behavior - A report from Qunar Travel indicated that hotel bookings in areas surrounding ski resorts have increased significantly, with a 51.6% rise in bookings for hotels in Fuyun County after the opening of the Keketohai International Ski Resort [2] - The Zhangjiakou Chongli Wanlong Ski Resort opened on October 21, leading to a 243% year-on-year increase in hotel bookings for the next three months [2] Group 3: Travel Trends - The new winter-spring flight schedule initiated on October 26 has resulted in a 23% year-on-year increase in flight bookings to Harbin, a popular ice and snow destination [3] - Southern tourists are increasingly interested in ice and snow tourism, with over 60% of bookings for related products coming from southern cities [3]

Core Viewpoint - The recent drop in temperatures has led to a surge in interest in the ice and snow economy, with related stocks experiencing significant price increases as the ice and snow tourism season begins [3][4]. Group 1: Stock Performance - On November 4, ice and snow concept stocks saw collective price increases, with notable gains including: - Jingxue Energy (301010.SZ) up 13.49% - Dalian Shengya (600593.SH) initially up 9%, closing at 7.43% - Xue Ren Group (002639.SZ) hitting a price limit, peaking at 12.45 - Bing Shan Re Leng (000530.SZ) up 6.04% - Xiyu Tourism (300859.SZ) up 5.75%, peaking at 42.09 [3]. Group 2: Tourism Trends - Recent booking data indicates a strong interest in ice and snow tourism, particularly among southern tourists, who make up over 60% of bookings for ice and snow-related products [4][5]. - Popular destinations for ice and snow tourism include Harbin, Beijing, Changchun, Shenyang, Dalian, and others, with Harbin being a particularly favored "internet celebrity" city for travel [4][5]. Group 3: Demographics and Preferences - The primary demographic for ice and snow tourism consists of individuals born in the 1990s and 2000s, accounting for nearly 50% of bookings, with a notable enthusiasm for challenging activities such as skiing and snowmobiling [5][6]. - The opening of various ski resorts has led to increased bookings for transportation, accommodation, and ski packages, contributing to the rise in stock prices of related tourism companies [5]. Group 4: Southern Tourism Demand - As temperatures drop, there is a noticeable increase in demand from northern tourists seeking warmer southern destinations, with a 20% year-on-year increase in bookings for accommodations in provinces like Hainan and Yunnan [6]. - The trend of younger digital nomads and families choosing to spend the winter in southern regions is also on the rise, with significant growth in bookings from the post-95 and post-00 demographics [6].

Core Insights - The recent drop in temperatures has led to a surge in interest in the ice and snow economy, with related stocks experiencing significant price increases [1][2] - The ice and snow tourism season has officially begun, with a notable increase in bookings from southern tourists, who now account for over 60% of the market [1] Group 1: Stock Performance - On November 4, ice and snow concept stocks saw collective gains, with notable increases such as Jingxue Energy rising by 13.49% and Dalian Shengya reaching a peak of 62.14 yuan per share [1] - Other companies like Xue Ren Group and Bingshan Refrigeration also experienced significant stock price increases, with Xue Ren Group hitting a daily limit up [1] Group 2: Tourism Trends - Popular ice and snow tourism destinations include Harbin, Beijing, and Changchun, with Harbin seeing a 23% year-on-year increase in flight bookings from October 29 to December 31 [2] - The primary demographic for ice and snow tourism is the post-90s and post-00s generations, who account for nearly 50% of bookings, with a particular interest in challenging activities like skiing and snowmobiling [2] Group 3: Booking Insights - The opening of various ski resorts has led to a significant increase in bookings for transportation, hotels, and ski packages, contributing to the rise in stock prices of related tourism companies [2]

Core Insights - The recent drop in temperatures has led to a surge in interest in the ice and snow economy, with related stocks experiencing significant price increases [2] - The ice and snow tourism season has officially begun, attracting attention from investors and travelers alike [2] Group 1: Stock Performance - On November 4, ice and snow concept stocks saw collective gains, with notable increases such as Jingxue Energy rising by 13.49% and Dalian Shengya reaching a peak of 62.14 yuan per share [2] - Other companies like Xue Ren Group and Bing Shan Cold Chain also experienced significant stock price increases, with Xue Ren Group hitting a daily limit up [2] Group 2: Tourism Trends - Major cities like Harbin, Beijing, and Changchun are leading in ice and snow tourism bookings, with Harbin's flight bookings increasing by 23% year-on-year [3] - The demographic of travelers is shifting, with individuals born in the 1990s and 2000s making up nearly 50% of bookings, particularly favoring challenging winter sports [3][4] Group 3: Regional Travel Patterns - Southern tourists are increasingly traveling north for snow experiences, while northern tourists are heading south to escape the cold, with significant growth in bookings for southern warm winter destinations [3][4] - Platforms like Tujia report a 20% year-on-year increase in bookings for southern provinces, with a notable rise in long-term stays [4]

Core Insights - The A-share market experienced a volume contraction and the ChiNext index fell nearly 2% on November 4, 2023 [1] - The ice and snow industry sector showed strong performance, with stocks like Dalian Shenya and Xue Ren Group hitting the daily limit, and Jingxue Energy rising over 13% [1] Industry Trends - According to the National Sports Administration's report, the participation in ice and snow sports is projected to reach 292 million people in the 2024-2025 season, with a participation rate of 20.61%, an increase of 1.93 percentage points year-on-year [1] - Guosheng Securities reported a rise in interest in ice tourism, with a significant increase in search volume for outdoor ski resorts, up nearly 900% since mid-October [1] - Specific ski resorts like Keketohai International Ski Resort and Harbin Ice and Snow World have seen search volume increases of 279% and nearly 163% respectively [1] Market Opportunities - The upcoming spring and autumn holidays are expected to boost off-season travel, as many scenic spots are launching promotional initiatives [1]

Market Overview - The A-share market experienced a collective decline on November 4, with the Shanghai Composite Index down 0.41% to 3960.19 points, the ChiNext Index down 1.96% to 3134.09 points, and the Shenzhen Component Index down 1.71% to 13175.22 points [1][2] - A total of 1627 stocks rose while 3646 stocks fell, with a trading volume of 19157 billion yuan, a decrease from the previous day's 21071 billion yuan [2][3] Sector Performance - Bank stocks showed resilience, with notable gains from Xiamen Bank (up over 5%) and several others rising over 2% [4] - The public utility sector also performed well, with stocks like Delong Huineng and Min Dong Power hitting the daily limit [4] - Conversely, the non-ferrous metals sector faced significant declines, with stocks like Guocheng Mining hitting the limit down [4][5] Investment Sentiment - Financial analysts suggest that the market is currently in a phase of consolidation, with reduced trading activity and a cautious approach from investors [6][10] - The "14th Five-Year Plan" emphasizes technological self-reliance and modern industrial system construction, providing a clear investment path for the market [9] - Analysts expect a slow bull market to continue, supported by favorable external conditions and domestic policy stability [9][10] Future Outlook - The market is anticipated to remain in a consolidation phase for the next 1-2 months, with potential for upward movement as new economic growth targets and policies are established [10] - There are structural opportunities in sectors like AI applications, commercial aerospace, and solid-state batteries, which may serve as catalysts for future market performance [8][9]