RSM 容诚 审计报告 安徽九华山旅游发展股份有限公司 容诚审字[2025]230Z0295 号 容诚会计师事务所(特殊普通合伙) 中国 · 北京 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台（http://acc.mof.gov.cn）"进行查验 报告编码:京250 6-1-1 录 | 序号 | 内 容 | 页码 | | --- | --- | --- | | 1 | 审计报告 | 1-5 | | 2 | 合并资产负债表 | 1 | | 3 | 合并利润表 | 2 | | 4 | 合并现金流量表 | 3 | | 5 | 合并所有者权益变动表 | 4 - 5 | | 6 | 母公司资产负债表 | 6 | | 7 | 母公司利润表 | 7 | | 8 | 母公司现金流量表 | 8 | | 9 | 母公司所有者权益变动表 | 9 - 10 | | 10 | 财务报表附注 | 11 - 106 | 6-1-2 审计报告 容诚审字[2025]230Z0295 号 安徽九华山旅游发展股份有限公司全体股东: 一、审计意见 我们审计了安徽九华山旅游发展股份有限公司(以下简称九华旅游)财务报 表,包括2024年1 ...

之 发行保荐书 安徽九华山旅游发展股份有限公司 2025 年度向特定对象发行 A 股股票 （安徽省合肥市滨湖新区紫云路 1018 号） 保荐机构（主承销商） 二〇二五年六月 华安证券股份有限公司 关于 3-1-2 | 声 | 明 | 2 | | --- | --- | --- | | 目 | 录 | 3 | | 第一节 | 本次证券发行基本情况 | 5 | | | | 一、保荐机构名称 5 | | | | 二、保荐机构指定保荐代表人及保荐业务执业情况 5 | | | | 三、保荐机构指定的项目协办人及项目组其他成员 5 | | | | （一）项目协办人及其保荐业务执业情况 5 | | | | （二）项目组其他成员 6 | | | | 四、发行人基本情况 6 | | | | （一）发行人概况 6 | | | | （二）最新股本结构 6 | | | | （三）前十名股东情况 7 | | | | （四）股权融资、现金分红及净资产变化情况 7 | | | | （五）主要财务数据及财务指标 8 | | | | （六）控股股东及实际控制人情况 10 | | | | 五、保荐机构与发行人无关联关系的声明 12 | | | ...

安徽天禾律师事务所 法律意见书 专项法律意见书 地址：合肥市庐阳区濉溪路 278 号财富广场 B 座东区 16 层 电话：（0551）62642792 传真：（0551）62620450 安徽天禾律师事务所 关于 安徽九华山文旅康养集团有限公司 认购安徽九华山旅游发展股份有限公司 2025 年度向特定对象发行 A 股股票之 免于发出要约事宜的 安徽天禾律师事务所 法律意见书 安徽天禾律师事务所 关于安徽九华山文旅康养集团有限公司认购安徽九华山旅游发展股份有限公司 2025 年度向特定对象发行 A 股股票之免于发出要约事宜的 专项法律意见书 天律意 2025 第 01218 号 致：安徽九华山文旅康养集团有限公司 安徽天禾律师事务所（以下简称"本所"）为在中华人民共和国注册并经安 徽省司法局批准执业的律师事务所，具备从事法律业务的资格。本所根据《中华 人民共和国证券法》《中华人民共和国公司法》《上市公司收购管理办法》等法 律、行政法规、规章和规范性文件的有关规定，就安徽九华山文旅康养集团有限 公司认购安徽九华山旅游发展股份有限公司 2025 年度向特定对象发行 A 股股票 涉及的免于发出要约事宜出具本法律意见书 ...

Investment Rating - The report rates the mental health services industry as "Strongly Outperforming the Market" and maintains this rating [1]. Core Insights - The mental health services industry is entering an innovative development phase, driven by increased awareness and policy support, with a projected market size of 10.41 billion yuan by 2025, reflecting a CAGR of 27% from 2020 to 2025 [3][40]. - The demand for mental health services is rising due to factors such as increased societal competition, relationship issues, and the impact of the COVID-19 pandemic, which has led to a significant rise in anxiety and depression rates globally [17][20]. - The supply side faces a severe shortage of professional mental health resources, with only 54 psychiatric beds per 100,000 people in China, compared to 12.7 in the U.S. and 11.9 in Japan, indicating a long-term imbalance between supply and demand [48]. Summary by Sections 1. Industry Overview - The mental health services industry is defined as utilizing principles and methods to address psychological and behavioral issues, categorized into psychotherapy, psychological counseling, and general mental health services [3][9]. - The industry chain includes upstream drug development, midstream mental health institutions, and downstream digital mental health service platforms [10]. 2. Demand Side - The COVID-19 pandemic has exacerbated global anxiety and depression, with a 28% increase in depression cases and a 26% increase in anxiety cases reported in 2020 [17]. - Social pressures, particularly among youth and low-income groups, have heightened the risk of mental health issues, with significant academic and employment-related stress [23][32]. - The market for mental health services is expected to grow rapidly, with a projected market size of 10.41 billion yuan by 2025, driven by increasing consumer awareness and the expansion of online mental health services [40]. 3. Supply Side - There is a critical shortage of psychiatric resources in China, with only 54 psychiatric beds per 100,000 people, highlighting the need for increased mental health services [48]. - Psychological counseling and general mental health services are gaining recognition as essential supplementary methods to professional diagnosis and treatment [54]. - Various therapeutic methods, including yoga, massage, and digital therapies, are emerging as popular options for mental health support [56][58][64].

Core Viewpoint - The tourism industry, once expected to thrive, is now facing significant challenges, highlighted by the bankruptcy of Qinghai Tourism Investment Group and the struggles of various tourism companies despite an increase in domestic travel and spending [2][3][4][8]. Group 1: Industry Challenges - Qinghai Tourism Investment Group and its subsidiaries have filed for bankruptcy, shocking the tourism sector [3]. - The company, which aimed for significant growth and public listing, mismanaged its resources, leading to a loss of 4.8 billion in registered capital [4]. - 44 listed companies in the tourism sector reported their Q1 earnings, with 25 experiencing negative revenue growth, accounting for 56.8% of the total [4]. Group 2: Financial Performance - Major airlines like China Southern Airlines, China Eastern Airlines, and Air China reported substantial losses in Q1, with losses of 747 million, 995 million, and 2.044 billion respectively [7]. - Despite a 26.4% increase in domestic travel and an 18.6% rise in spending, the tourism industry is struggling financially [8][9]. Group 3: Market Dynamics - The tourism market is saturated, with an increase in A-level scenic spots and travel agencies, yet average income has dropped by nearly 40% [31]. - Online travel platforms like Ctrip and Tongcheng are thriving, with Ctrip reporting a net profit of approximately 4.3 billion in Q1, showcasing the "shovel effect" where service providers profit while actual tourism businesses struggle [28][30]. Group 4: Shifts in Consumer Behavior - The tourism industry is transitioning to a 2.0 era, where experiential value is prioritized over mere scarcity of resources [46][50]. - Successful attractions like Jiuhua Mountain and Disney have capitalized on immersive experiences, contrasting with traditional scenic spots that fail to adapt [39][41]. Group 5: Future Outlook - Many tourism platforms are likely to face severe financial difficulties or bankruptcy if they cannot adapt to the changing market dynamics and consumer preferences [55][56]. - The current environment suggests a need for a significant restructuring within the tourism sector to eliminate ineffective players and allow successful entities to thrive [58][59].

Investment Rating - The report maintains an "Overweight" investment rating for the consumer services industry, anticipating that the industry index will outperform the market index by over 10% in the next six months [31]. Core Viewpoints - The upcoming summer peak season is expected to make the 2025 summer tourism market the most vibrant yet, with an estimated 150 million passenger trips in civil aviation during the summer transport period (July-August), representing a year-on-year growth of 5.4% [21][31]. - The report highlights the entry of JD.com into the hotel and travel industry, which may trigger competition in the OTA sector and stimulate travel demand [19][31]. - Various local tourism development policies are expected to be enhanced before the summer season, which could improve expectations and valuations for tourism attractions and related sectors [31]. Summary by Sections Market Review - From June 13 to June 26, 2025, the CITIC consumer services industry index experienced a slight decline of 0.21%, underperforming the CSI 300 index by approximately 1.59 percentage points [8]. - The performance of sub-sectors varied, with tourism, hotels, and education sectors declining, while the comprehensive services sector saw a rebound [9]. - A total of 22 listed companies in the industry achieved positive returns, with the top five performers being Junting Hotel, Tianmu Lake, Changbai Mountain, Huangshan Tourism, and Chuangye Heima, showing increases of 9.08%, 5.42%, 5.41%, 4.90%, and 4.73% respectively [13]. - The overall PE (TTM) for the CITIC consumer services industry is approximately 30.70 times, slightly down from previous periods and below the average valuation of 49.69 times since 2016 [16]. Industry News - The report notes significant developments, including the expected increase in civil aviation passenger transport during the summer, with a forecast of 1.5 billion trips and over 240 million daily passengers [21]. - The National Development and Reform Commission plans to focus on promoting the development of the sports and cultural tourism industry [23]. - The release of the top 60 hotel groups in China shows stability in rankings, with notable upward trends for Atour Group and eLong Hotel Technology [24]. Company Announcements - Key announcements from listed companies include Nanjing Business Travel's adjustment of asset acquisition plans and Jinjiang Hotel's approval for H-share issuance [25][26]. Weekly Perspective - The report suggests focusing on cyclical sectors such as exhibitions, human resources, and education, which may benefit from policy expectations due to economic fluctuations in the second half of the year [31]. - Recommended stocks include Jinjiang Hotel, Changbai Mountain, Emei Mountain A, Xiangyuan Cultural Tourism, Tianmu Lake, Jiuhua Tourism, and Songcheng Performance, among others [32].

Summary of Key Points from Conference Call Records Industry or Company Involved - The discussion primarily revolves around the **financial markets**, including **U.S. stocks**, **A-shares**, **H-shares**, **gold**, **bonds**, and the **semiconductor industry**. Additionally, geopolitical factors, particularly the **Middle East situation** and **U.S. Federal Reserve policies**, are significant themes. Core Points and Arguments 1. **U.S. Federal Reserve's Policy Impact** The Federal Reserve maintained interest rates in June but revised upward its unemployment and PCE forecasts for 2025 and 2026, while downgrading economic data, raising concerns about stagflation in the market [2][3][4] 2. **Middle East Geopolitical Tensions** The U.S. has conducted strikes on Iranian nuclear facilities, marking the onset of a nuclear conflict phase. However, the situation is expected to remain controlled, with a low probability of extreme events occurring [2][5] 3. **Gold Market Dynamics** Despite a 1.8% decline in gold prices recently, the long-term outlook remains positive, suggesting a strategy of dollar-cost averaging for investment [7][17] 4. **A-shares and H-shares Market Performance** Both markets are experiencing adjustments, influenced by external events and concerns over earnings reports. Defensive strategies focusing on AI, military, and stable industries are recommended [6][8][9][18] 5. **Bond Market Trends** Bond yields have slightly decreased, with expectations of liquidity tightening in the coming weeks. A recommendation to reduce positions and focus on short-term bonds is advised [11][12] 6. **Semiconductor Industry Growth** The PCB industry is expected to benefit from increased demand for North American ASIC chips, with projections indicating a market size of approximately $3 billion in 2025 and over $5-6 billion in 2026 [3][23] 7. **Investment Strategies in Current Economic Environment** The overall market sentiment is cautious due to various uncertainties, with a focus on defensive strategies and identifying sectors with potential growth, such as AI and military-related industries [13][14][18] 8. **Market Liquidity Expectations** The next two weeks are anticipated to be the peak of liquidity in the financial market, after which a marginal tightening is expected, impacting both long-term bonds and equities [12] Other Important but Possibly Overlooked Content 1. **Short-term vs Long-term Investment in Gold** The gold market should be analyzed from both a long-term investment perspective and a short-term trading strategy, with the latter suggesting potential reductions in holdings [17] 2. **Impact of External Factors on A-shares and H-shares** The performance of A-shares and H-shares is significantly influenced by external factors, including foreign capital movements and geopolitical tensions, which may lead to adjustments in investment strategies [15][18] 3. **Emerging Opportunities in the PCB Sector** The PCB sector is poised for growth driven by ASIC chip demand, with specific companies like Huadian and Shengyi Technology highlighted as potential investment opportunities [23][25] 4. **Defensive Investment Recommendations** In light of current market conditions, investments in defensive sectors such as banking and public utilities are recommended, alongside monitoring for opportunities in AI and military sectors [8][9][18] 5. **Trends in the White Wine Sector** The white wine sector is experiencing a rebound due to changes in consumption regulations and low valuations, indicating potential for growth [29][31] 6. **Short Drama Market Development** The short drama market is evolving under new regulations, with a focus on quality content production, which may benefit companies involved in this sector [26][27] This summary encapsulates the critical insights and recommendations derived from the conference call records, providing a comprehensive overview of the current market landscape and strategic considerations.

Group 1: Global Gas Turbine and Aerospace Engine Demand - The demand for gas turbines is expected to surge, with GE Vernova projecting a backlog of 60GW by the end of 2025, with orders signed until 2028 [3][4] - In Q1 2025, GE Vernova added 7.1GW in new gas turbine orders, a 44.9% year-on-year increase, primarily from heavy-duty gas turbine orders [3][4] - The aerospace engine market is experiencing robust demand, with Boeing reporting a net addition of 300 aircraft orders in May 2025, raising its backlog to 5943 aircraft [5][6] Group 2: High-Temperature Alloy and Chromium Salt Industry - The growth in gas turbine and aerospace engine demand is driving the need for high-temperature alloys, with domestic manufacturers poised to benefit from supply chain constraints [9][13] - Companies like Zhenhua Co. and Sry New Materials are expanding their production capabilities and reporting significant revenue growth from overseas markets [9][10] - The high-temperature alloy sector is rated as "recommended" due to the increasing demand for core components amid supply chain shifts towards China [13] Group 3: Coal Industry Dynamics - In May 2025, China's industrial raw coal production reached 400 million tons, a year-on-year increase of 4.2%, indicating a recovery in the coal supply [15][18] - The industrial electricity generation in May 2025 showed a positive shift, with coal-fired power generation increasing by 1.2% year-on-year, reversing a previous decline [19][22] - The coal market is witnessing a gradual improvement in supply-demand dynamics, with coal prices stabilizing and inventory levels decreasing [21][23] Group 4: Real Estate and Land Market Factors - The land market's performance is influenced by five key factors, including financing environment, new housing market stability, inventory reduction, sales model changes, and land supply rules [24][27] - The first quarter of 2025 showed a significant recovery in the real estate market, with new housing transactions positively impacting land market activity [29][30] - The land market is entering a "dual concentration" phase, with significant activity concentrated in major cities and among top real estate firms [25][26] Group 5: Company-Specific Developments - Xiaogoods City (600415.SH) is leveraging its position in Yiwu to enhance its global trade capabilities, with a projected revenue growth of 25% from 2025 to 2027 [36][39] - Huayi Group is diversifying its operations across five core business areas, reporting a revenue increase of 9.3% in 2024 [40]

Investment Rating - The report assigns an "Accumulate" rating for Jiuhua Tourism (603199) [1] Core Views - Jiuhua Tourism has a stable flow in its main tourism business, benefiting from the scarcity of scenic resources and strong anti-cyclical characteristics [7] - The company has a clear project reserve and a quantifiable long-term growth momentum [8] - The company is expected to achieve revenue growth of 18% in 2025, 15% in 2026, and 10% in 2027, with net profit growth of 23%, 21%, and 17% respectively [10] Summary by Sections Company Overview - Jiuhua Tourism is based on the core scenic area of Jiuhua Mountain, a national 5A-level Buddhist site, forming a comprehensive tourism service system including cable cars, hotels, passenger transport, and travel agencies [9][12] - The company has a stable and diverse revenue structure, with significant visitor loyalty due to the cultural heritage of Jiuhua Mountain [17] Financial Performance - The core profit source, the cable car business, is expected to maintain a gross margin above 85% from 2023 to 2024, contributing approximately 38.33% of the company's revenue in 2024 [9] - The hotel business, while currently weaker with a gross margin of 16% in 2023, is expected to improve due to location advantages and operational efficiency [9] - Revenue has shown strong recovery post-pandemic, with a 118% year-on-year increase in 2023 and a 25% increase compared to pre-pandemic levels in 2019 [25] Growth Drivers - The opening of the Chihuang High-speed Railway in April 2024 is expected to significantly enhance accessibility to Jiuhua Mountain, boosting overall attractiveness [9] - The Lion Peak cable car project is anticipated to start operations in 2026, potentially contributing an average annual revenue of 1.11 billion yuan and a net profit of 0.5 billion yuan over the next 15 years [60][63] Investment Projections - The company plans to raise up to 500 million yuan through a private placement to fund key projects, including the Lion Peak cable car and hotel renovations [75] - Earnings per share (EPS) is projected to rise to 1.53 yuan in 2025 and 1.94 yuan in 2026, reflecting a significant improvement in profitability [75]

Investment Rating - The report maintains an "Accumulate" rating for the retail sector [5] Core Insights - In May 2025, the total retail sales of consumer goods reached 41,326 billion yuan, with a year-on-year growth of 6.4%, slightly exceeding expectations [1][9] - The retail sales excluding automobiles amounted to 37,316 billion yuan, with a year-on-year increase of 7.0% [1][9] - The overall retail sales from January to May 2025 totaled 203,171 billion yuan, reflecting a year-on-year growth of 5.0% [1][9] Summary by Sections Retail Sales Performance - In May 2025, the retail sales of essential goods showed positive growth across all categories, with food and oil products experiencing significant changes [2][14] - Essential goods such as grain and oil, food, beverages, and daily necessities saw year-on-year increases of 14.6%, 0.1%, 11.2%, and 8.0% respectively [2][14] - The retail sales of discretionary items, except for petroleum products, also showed growth, with home appliances and communication equipment experiencing accelerated growth [2][14] Regional and Channel Analysis - Urban retail sales in May reached 36,057 billion yuan, growing by 6.5% year-on-year, while rural retail sales were 5,269 billion yuan, growing by 5.4% [3][28] - Online retail sales of physical goods from January to May 2025 reached 49,878 billion yuan, accounting for 24.5% of total retail sales, with food, clothing, and daily necessities showing year-on-year growth of 14.5%, 1.2%, and 6.1% respectively [3][30] Investment Recommendations - The report highlights a stable recovery in the retail sector since 2025, with certain sub-sectors showing marginal improvements and policy support expected to drive future growth [4][34] - Key investment targets include companies in new consumption, retail transformation, cross-border e-commerce, and tourism sectors [4][34]