北京市金杜律师事务所上海分所 公司已向本所保证，公司已向本所披露一切足以影响本法律意见书出具的 事实并提供了本所为出具本法律意见书所要求公司提供的原始书面材料、副本 材料、复印材料、承诺函或证明，并无隐瞒记载、虚假陈述和重大遗漏之处； 公司提供给本所的文件和材料是真实、准确、完整和有效的，且文件材料为副 本或复印件的，其与原件一致和相符。 在本法律意见书中，本所仅对本次股东大会召集和召开的程序、出席本次 股东大会人员资格和召集人资格及表决程序、表决结果是否符合有关法律、行 政法规、 关于上海锦江国际酒店股份有限公司 2024 年年度股东大会 之法律意见书 致：上海锦江国际酒店股份有限公司 北京市金杜律师事务所上海分所（以下简称本所）接受上海锦江国际酒店 股份有限公司（以下简称公司）委托，根据《中华人民共和国证券法》 （以下简 称《证券法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国证券监 督管理委员会《上市公司股东会规则》（以下简称《股东会规则》）等中华人民 共和国境内（以下简称中国境内，为本法律意见书之目的，不包括中国香港特 别行政区、中国澳门特别行政区和中国台湾省）现行有效的法律、行政法规、 ...

Core Viewpoint - The document outlines the information disclosure management system for Shanghai Jin Jiang International Hotel Co., Ltd., emphasizing the importance of timely, accurate, and complete information disclosure to protect the rights of the company and its investors [1][2]. Group 1: General Principles - The company must ensure that all disclosed information is truthful, accurate, complete, and easily understandable, avoiding any misleading statements or omissions [1][2]. - Information must be disclosed simultaneously to all investors, with no advance disclosure to any individual or entity [1][2]. - The board of directors and senior management are responsible for ensuring the accuracy and timeliness of disclosed information [2][3]. Group 2: Regular Reports - The company is required to disclose regular reports, including annual, interim, and quarterly reports, with specific timelines for each [5][6]. - Annual reports must be completed within four months after the fiscal year-end, while interim reports should be completed within two months after the first half of the fiscal year [5][6]. - Financial statements in the annual report must be audited by a qualified accounting firm [5][6]. Group 3: Temporary Reports - The company must immediately disclose any significant events that could impact the trading price of its securities, including major financial losses or changes in business operations [20][21]. - Significant events include legal rulings, major asset impairments, and changes in shareholder equity [20][21]. Group 4: Information Disclosure Management - The board of directors oversees the information disclosure process, with the board secretary responsible for managing the specific operations [30][31]. - All relevant personnel must cooperate with the board secretary to ensure timely and accurate information disclosure [31][32]. - The company must maintain confidentiality regarding undisclosed insider information and ensure that insiders are aware of their confidentiality obligations [32][33]. Group 5: Legal Responsibilities and Training - The company and its executives are held accountable for the accuracy and completeness of disclosed information, with specific responsibilities outlined for the chairman, CEO, and board secretary [53][54]. - Training on the information disclosure management system is organized by the board secretary to ensure compliance among all relevant personnel [52].

General Principles - The purpose of the working rules is to improve the corporate governance structure and establish a sound assessment and compensation management system for directors and senior management, in accordance with relevant laws and regulations [1] - The Compensation and Assessment Committee is a specialized working body established by the Board of Directors and is accountable to the Board [1] Composition of the Committee - The Compensation and Assessment Committee should consist of three to five directors, with independent directors making up the majority [2] - The committee members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and are elected and appointed by the Board [2] - The committee has a chairperson who is an independent director, responsible for leading the committee's work [2] Responsibilities and Authority - The main responsibilities include researching and reviewing assessment standards for directors and senior management, and proposing recommendations [3] - The committee is responsible for reviewing and examining the compensation policies and plans for directors and senior management, ensuring transparency in the compensation process [3] - The committee supervises the execution of the compensation system and ensures that no director participates in determining their own compensation [3] Meeting Procedures - The human resources department provides necessary materials for the committee's reference, including financial indicators and performance evaluations [4] - The committee evaluates directors and senior management based on performance standards and discusses compensation amounts and reward methods [4] - Meetings require the presence of at least two-thirds of the committee members and can be held in various formats, including in-person or via telecommunication [5][6] Confidentiality and Documentation - Meeting records must be kept, and the opinions of attending members should be documented [7] - Members attending the meetings are bound by confidentiality obligations and must not disclose any related information [7] Implementation and Effectiveness - The working rules will take effect upon the listing of the company's H shares on the Hong Kong Stock Exchange, and the previous rules will automatically become invalid [8]

Core Viewpoint - The company has established a board diversity policy aimed at enhancing the performance and sustainability of the organization through diverse board member selection, including gender diversity [1][2][5]. General Requirements - All board member appointments will be based on merit while considering the benefits of diversity, including gender diversity [2]. - The board and the nomination committee will evaluate multiple factors for selecting candidates, such as diversity of perspectives, qualifications, time commitment, reputation, and potential contributions [2][3]. Procedures, Monitoring, Reporting, and Disclosure - The nomination committee is responsible for examining and nominating board candidates according to the established policy and relevant regulations [3]. - The committee will review the policy annually to ensure its effectiveness and report on the board's composition and diversity policy implementation in the corporate governance report [3][4]. - The summary of the policy, including measurable gender diversity goals and measures for establishing a talent pool for potential board successors, will be disclosed in the annual report [3][4]. Additional Provisions - The policy will take effect upon approval by the board and the listing of the company's H-shares on the Hong Kong Stock Exchange [4]. - The board is responsible for interpreting and amending the policy as necessary [4].

Investment Rating - The report indicates a positive outlook for the tourism industry, highlighting a transition towards high-quality development driven by policy support and market recovery [2][16]. Core Insights - In 2024, multiple favorable policies were introduced at the national level to guide and standardize the tourism industry's development, enhancing infrastructure and service experiences, which supports both immediate market recovery and long-term sustainable growth [2][3][4]. - The tourism market is experiencing a rapid recovery, entering a stable growth phase characterized by diversification and high-quality development, with "tourism+" models and cross-border travel becoming current consumption hotspots [5][9]. - By 2025, the Chinese tourism industry is expected to enter a new phase of high-quality development, with demand showing signs of optimization and dual recovery in cross-border travel, while supply is enhanced through innovative integration and technological empowerment [2][16]. Summary by Sections 1. Policy Environment - In 2024, several beneficial policies were implemented to support the tourism industry's high-quality development, including initiatives to improve mobile network coverage in tourist areas and enhance professional standards for tourism personnel [3][4]. - The government aims to establish a comprehensive and efficient public service system for tourism within 3 to 5 years, aligning with high-quality development goals [4]. 2. Industry Performance - In 2024, domestic travel reached 5.615 billion trips, a year-on-year increase of 14.8%, with urban residents contributing 4.37 billion trips and rural residents 1.245 billion trips [5][6]. - Domestic tourist spending totaled 5.75 trillion yuan, reflecting a year-on-year growth of 17.1%, with urban residents spending 4.93 trillion yuan and rural residents 0.83 trillion yuan [6][7]. 3. Financial Performance of Tourism Enterprises - In the first three quarters of 2024, most tourism enterprises reported revenue growth, although some faced declining profitability due to traditional business models being challenged and competition from emerging platforms [13][15]. - Notable financial data includes China Tourism Group's revenue of 60.903 billion yuan, a slight decline of 0.99%, while Beijing Capital Tourism Group's revenue fell by 8.32% to 35.3 billion yuan [15]. 4. Future Outlook - The tourism industry is projected to see further improvements in key development indicators by 2025, with a significant increase in travel frequency and a shift towards high-quality, immersive experiences [16][17]. - Demand segmentation and structural optimization are expected to be core characteristics of the tourism industry, with urban residents favoring high-quality products and rural residents driving growth in the mass tourism market [17].

Investment Rating - The report indicates a positive outlook for the tourism industry, suggesting a transition into a high-quality development phase by 2025, driven by policy support and market recovery [2][16]. Core Insights - In 2024, the tourism industry is experiencing rapid recovery and steady growth, characterized by diversification and high-quality development, with "tourism+" models and cross-border travel emerging as key consumption hotspots [2][5][9]. - A series of favorable policies from the government are expected to enhance infrastructure and service experiences, providing a solid foundation for both immediate recovery and long-term sustainable development [3][4]. - The demand side is showing signs of consumption stratification and cross-border recovery, while the supply side is accelerating upgrades through innovative business models and technological empowerment [16][17]. Summary by Sections 1. Policy Environment - Multiple favorable policies have been introduced in 2024 to guide and standardize the tourism industry's development, enhancing infrastructure and service experiences [3][4]. - Key initiatives include improving mobile network coverage in tourist areas and establishing national occupational standards for tourism service personnel [3][4]. 2. Industry Performance - In 2024, domestic travel reached 5.615 billion trips, a year-on-year increase of 14.8%, with urban residents showing a 16.3% increase in travel [5][6]. - Total spending by domestic tourists was 5.75 trillion yuan, reflecting a year-on-year growth of 17.1% [6][7]. 3. Financial Performance of Tourism Enterprises - Most tourism enterprises reported revenue growth in the first three quarters of 2024, although some faced declining profitability due to traditional business models being disrupted [13][15]. - Notable revenue figures include China Tourism Group with 60.903 billion yuan and Beijing Capital Tourism Group with 35.3 billion yuan, both showing varying growth rates [15]. 4. Future Outlook - The tourism industry is expected to enter a new phase of high-quality development by 2025, with a focus on optimizing consumption patterns and enhancing service quality [16][17]. - The report anticipates a significant increase in travel frequency and a shift towards high-end, immersive experiences among consumers [16][17].

证券代码：600754/900934 证券简称：锦江酒店/锦江B股 公告编号：2025-002 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。 重要内容提示： 上海锦江国际酒店股份有限公司 关于控股股东一致行动人增持公司 B 股股份 及后续增持计划的公告 ● 首次增持情况：2025 年 2 月 28 日，上海锦江国际酒店股份有限公司（以 下简称"公司"）控股股东上海锦江资本有限公司（以下简称"锦江资本"）一 致行动人锦江国际酒店集团（香港）投资管理有限公司（以下简称"锦江香港") 通过上海证券交易所以集中竞价交易方式首次增持公司 B 股股份 500,000 股，占 公司总股本的 0.0467%。本次增持后，锦江香港将按照增持计划，继续择机增持公 司 B 股股份。 ● 增持计划情况：公司于 2025 年 2 月 28 日收到锦江资本的函，锦江资本一 致行动人锦江香港拟通过上海证券交易所允许的方式（包括但不限于集中竞价交 易、大宗交易等）增持公司 B 股股份。增持 B 股股份数不低于 900 万股（含本数）， 不超过 1,800 ...

证券代码：600754/900934 证券简称：锦江酒店/锦江B股 公告编号：2025-001 本次担保是否有反担保：无 对外担保逾期的累计金额：无 上海锦江国际酒店股份有限公司 关于为全资子公司海路投资提供担保的公告 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。 重要内容提示： 被担保人名称：本公司全资子公司 Sailing Investment Co, S.à r.l. （卢森堡海路投资有限公司，以下简称"海路投资"） 本次担保金额：29,950 万欧元，截至本公告日，公司为海路投资担保的 余额为 72,480 万欧元。 特别风险提示：海路投资存在资产负债率超过 70%的情形，请投资者注意 投资风险。 一、担保情况概述 于 2025 年 2 月 24 日，上海锦江国际酒店股份有限公司（以下简称"锦江酒 店"、"本公司"或"公司"）与中国民生银行股份有限公司上海自贸试验区分 行（以下简称"民生银行"）就海路投资申请 29,950 万欧元综合授信合同签署《最 高额保证合同》。 上述担保事项已经公司第十届董事会第二十七次会议、 ...