法律意见书 成都市高新区天府二街 269 号无国界 26 号楼 6、9、10 层 邮编：610000 电话/Tel:+862886119970 传真/Fax:+862886119827 网址/Website:http://www.grandall.com.cn 国浩律师（成都）事务所 成都新天府文化旅游发展股份有限公司 之 二〇二五年七月 国浩律师（成都）事务所 法律意见书 国浩律师（成都）事务所 关于成都新天府文化旅游发展股份有限公司 之法律意见书 致：成都新天府文化旅游发展股份有限公司 国浩律师（成都）事务所（以下简称"本所"）接受成都新天府文化旅游发展 股份有限公司（以下简称"公司"）委托，指派罗祎彬、唐恺律师出席公司 2025 年第三次临时股东大会（以下简称"本次会议"），并根据《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》"）、《深圳证券交易所股票上市规则》（以下简称"《上市规则》"）《深 圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》（以下简 称"《监管指引第 1 号》"）和《成都新天府文化旅游发展股份有限公司章程》（以 ...

Core Insights - The recent Central Urban Work Conference has integrated "urban renewal" into the overall requirements for urban work, emphasizing "high-quality urban renewal" and incorporating concepts such as quality enhancement, green transformation, and cultural continuity into urban space governance [1][8] - As the economy develops, there is a growing demand for improved living standards, prompting traditional enterprises to shift from "scale expansion" to "intrinsic development," focusing on the integration of livelihood needs, ecological protection, and cultural heritage within existing urban spaces [1][8] Group 1: Company Initiatives - Huayuan Group has proactively responded to policy signals by exploring new models, integrating resources, and innovating development, launching four new business brands: construction agency, apartments, elderly dining, and cultural services [1][8] - Huayuan Construction Agency serves as the core business segment for urban renewal and integrated construction management, transitioning from traditional development to light-asset services, providing customized solutions to enhance the value of inefficient assets [2][8] - The "Huayuan Platinum Garden" brand targets young professionals and industry support groups, creating high-quality living spaces with a focus on community and health, while integrating smart management technologies to enhance living experiences [4][8] Group 2: Community and Cultural Services - "Xilin Xiaoguan" focuses on community dining and light elderly care services, addressing the needs of the aging population by providing nutritious meals and community support, with significant service volumes reported in various districts [6][8] - "Far Away Has Gifts" is a new cultural brand that combines intangible cultural heritage with commercial activities, aiming to enhance urban cultural soft power and promote the integration of culture and commerce through immersive experiences [7][8] Group 3: Strategic Vision - Huayuan Group's launch of four new business brands reflects a deep understanding of transformation and strategic implementation, contributing to a comprehensive urban renewal and operational service capability that can serve as a model for high-quality development in the industry [8]

Core Viewpoint - The article discusses the commercialization of Shaolin Temple under the leadership of Abbot Shi Yongxin, highlighting both the successes and controversies surrounding this transformation [3][10][25]. Group 1: Background and Leadership - Shi Yongxin has been the abbot of Shaolin Temple for 26 years, transforming it from a dilapidated site into a multi-industry commercial empire spanning culture, tourism, film, and food [10][14]. - The temple's commercialization began with Shi Yongxin's recognition of the importance of brand protection, leading to the establishment of the first company in the Chinese Buddhist community in 1997 [14][19]. Group 2: Commercialization Strategies - Shaolin Temple has developed a diverse range of revenue streams, including cultural tourism, knowledge property operations, and health industries, creating a unique "religion + business" model [19][21]. - The temple's tourism revenue was significant, with ticket sales and related experiences generating over 12 billion yuan in 2019, driven by peak visitor numbers of 4.2 million [20][21]. - The establishment of the Henan Shaolin Intangible Asset Management Company in 2008 became a core platform for managing the temple's commercial activities [16][19]. Group 3: Controversies and Challenges - The commercialization has led to public scrutiny regarding the temple's spiritual integrity, with rising ticket prices and significant investments in commercial real estate raising questions about its original purpose [25][26]. - Allegations against Shi Yongxin include improper relationships and financial misconduct, which have sparked investigations and public debate about the temple's direction [4][25][26]. - The temple's expansion into real estate and high-profile projects, such as plans for hotels and golf courses, has further fueled criticism regarding the blending of faith and profit [26][28].

Core Viewpoint - The Sichuan provincial government is promoting the integration of culture and tourism with sports events to boost the local economy and enhance tourism experiences through various initiatives and policies [5][10][12]. Group 1: Policy and Initiatives - The Sichuan Provincial Government has issued policies to support the deep integration of culture and tourism, aiming to develop a robust sports event industry and encourage hosting top-tier domestic and international events [5]. - The "Follow the Events to Travel in Sichuan" initiative has been launched to promote local tourism through sports events, connecting various cultural and natural attractions with sporting activities [7][9]. Group 2: Economic Impact - In 2023, Sichuan province hosted 1,838 events, attracting 11.42 million participants and generating an economic benefit of 6.086 billion yuan, marking a new high [6]. - The Chengdu World Sports Games' "Follow the Events to Travel" series attracted nearly 100,000 participants over three days, with revenue in the hosting area increasing by nearly 40% compared to the same period in 2024 [7][8]. Group 3: Event Statistics and Trends - The Sichuan Sports Bureau reported that in the first half of 2025, Chengdu organized 195 events, engaging 2.36 million participants, while other cities like Meishan and Guangyuan also saw significant participation [12]. - The trend of hosting events in third and fourth-tier cities is emerging, stimulating public interest in fitness and providing new opportunities for urban branding [12][14]. Group 4: Consumer Engagement and Experience - The integration of sports events with local tourism and culinary experiences is being emphasized, with initiatives like "Enjoy Exciting Events · Taste Chinese Cuisine" launched to enhance consumer engagement [13]. - The events are designed to create memorable experiences for participants, combining sports with local culture and cuisine, thereby driving tourism and economic growth [11][13].

Core Viewpoint - Yan'an is transforming its night economy by integrating red culture with various entertainment and cultural experiences, attracting both locals and tourists to participate in vibrant night activities [1][4]. Group 1: Night Economy Development - Yan'an has developed a unique night economy by combining red cultural performances with leisure activities, creating a new model of cultural tourism consumption [1][4]. - The "Tide of Yan'an Life Season" event, lasting a month, features diverse performances and interactive segments, enhancing visitor engagement with the city's historical and cultural essence [4]. Group 2: Visitor Engagement and Experience - The immersive performances, such as "Returning to Yan'an," evoke historical emotions and encourage visitors to reflect on the past while enjoying modern entertainment [2][3]. - The integration of various entertainment forms, including music, magic, and traditional arts, has made Yan'an's nightlife lively and appealing to a broad audience [3][4]. Group 3: Economic Impact - In the first half of the year, Yan'an received 22.804 million domestic tourists, marking an 8.78% increase year-on-year, with total domestic spending reaching 13.973 billion yuan, up 10.88% [4].

Core Viewpoint - The article highlights the rapid development of the cultural tourism industry in Shanshan County, Turpan City, Xinjiang, driven by the integration of traditional villages into a historical and cultural experience tourism area, resulting in significant increases in tourist numbers and revenue [10][19]. Group 1: Traditional Villages and Cultural Heritage - Shanshan County has eight villages listed in the national traditional village directory, focusing on preserving and promoting cultural tourism [10]. - The county features a unique architectural style known as "earthen buildings," with 952 well-preserved structures across its traditional villages, showcasing a blend of local culture and history [13]. - The traditional village of Tuyugou retains many earthen buildings, constructed using local materials, which are environmentally friendly and suitable for the region's climate [12][13]. Group 2: Tourism Growth and Economic Impact - In 2024, Shanshan County received 13.01 million tourists, a year-on-year increase of 24.6%, with total tourist spending reaching 6.8 billion yuan, up 28.47% [19]. - The county has been enhancing infrastructure in traditional villages to modernize living conditions while preserving cultural heritage [19]. Group 3: Non-Material Cultural Heritage - The region is home to traditional crafts such as the production of mulberry paper and the weaving of Adras silk, both of which have gained popularity among tourists [16]. - The Tuyugou village is known for its mulberry paper-making technique, which has been revitalized through tourism, providing income for local artisans [15][16]. - The region also features the Uygur Muqam art, recognized as a UNESCO intangible cultural heritage, with local performances contributing to cultural tourism [18].

一、股票交易异常波动的情况介绍 成都新天府文化旅游发展股份有限公司（以下简称"公司"，证券简称：天府文旅， 股票代码：000558）股票连续 3 个交易日（2025 年 7 月 25 日、7 月 28 日、7 月 29 日） 收盘价格涨幅偏离值累计超过 20%，根据《深圳证券交易所交易规则》等有关规定， 股票交易属于异常波动的情形。 二、公司关注并核实的相关情况 针对公司股票交易异常波动情况，公司进行了自查，并向公司控股股东及实际控制 人就相关事项进行了核实，现将相关情况说明如下： （一）公司前期披露的信息不存在需要更正、补充之处； 证券代码：000558 证券简称：天府文旅 公告编号：2025-049 成都新天府文化旅游发展股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 （四）经核查，公司不存在关于公司的应披露而未披露的重大事项，亦不存在处于 筹划阶段的重大事项； （五）经问询及核查，公司之控股股东和实际控制人不存在关于公司的应披露而未 披露的重大事项，亦不存在处于筹划阶段的重大事项； （六）经问询及核查，公司之控股股东和实际控制人在公司股票交 ...

Group 1 - A new cultural tourism company, Huaihua Mango Cultural Tourism Co., Ltd., has been established with a registered capital of 28 million yuan [1] - The company's business scope includes investment activities with self-owned funds, scenic area management, tourism development project planning and consulting, and ticketing agency services [1] - The company is jointly held by Hunan Mango Cultural Tourism Investment Co., Ltd., a subsidiary of Electric Broad Media (000917) [1]

Core Viewpoint - The company is facing significant financial challenges, including a substantial decline in revenue and net profit, which may impact its ability to meet obligations related to the "Lingnan Convertible Bond" [4][5][6]. Group 1: Bond Payment and Management - The second phase of repayment for the "Lingnan Convertible Bond" is scheduled for July 31, 2025, with partial repayment based on the number of bonds held [2][10]. - The actual face value of the bonds will remain unchanged, and the number of bonds held by investors will be adjusted according to the repayment [9][10]. - The bond trustee, GF Securities, is closely monitoring the situation and will ensure that the interests of bondholders are protected [10]. Group 2: Financial Performance - In 2024, the company's revenue was 861.84 million yuan, a decrease of 59.55% compared to 2023 [4]. - The net profit attributable to shareholders for 2024 was -984.33 million yuan, indicating a reduction in the scale of losses compared to the previous year [4]. - For the first quarter of 2025, the net profit attributable to shareholders was -66.40 million yuan, a 26.36% decrease in losses compared to the same period in 2024 [4]. Group 3: Operational Risks - The company is experiencing operational difficulties due to delays in project bidding and construction, leading to liquidity pressures and a high debt-to-asset ratio [3][5]. - There is a risk of litigation and arbitration due to payment delays to suppliers, with 251 pending lawsuits amounting to approximately 294.64 million yuan [8]. Group 4: Market and Regulatory Risks - The company's stock is at risk of delisting if the closing price remains below 1 yuan for 20 consecutive trading days [7]. - The company has not yet secured written consent for pledging accounts receivable and equity from project companies as collateral for the convertible bonds, which adds uncertainty to the asset's realizable value [6][5].

Core Insights - Nanjing has opened over 200 first stores in the first half of the year, with more than 43% being from Jiangsu and above, showcasing a trend of "quantity and quality improvement, diverse formats, and all-region collaboration" [1][2] - The first store matrix in Nanjing is continuously optimizing, with a multi-level ecosystem formed by national leadership, regional radiation, and local innovation [1] - The distribution of first stores aligns with consumption upgrade trends, with nearly 52% being in the dining sector, indicating a shift from mere sustenance to social engagement [1][2] Distribution and Economic Impact - First stores are widely distributed across major business districts and emerging areas in Nanjing, with significant contributions from core districts like Qinhuai and Xuanwu [2] - The "first store economy" is becoming a vital engine for urban economic development and consumer growth, supported by policies expanding from "first store economy" to "first launch economy" [2][3] - Nanjing has implemented over ten million yuan in support policies for the first store economy in recent years, enhancing its attractiveness for new brands [2] Future Development - The 2025 First Launch Economic Development Conference in Nanjing resulted in the signing of 19 high-energy projects, further invigorating the consumer market [3] - Nanjing aims to enhance its influence and radiation of the first launch economy by leveraging the conference platform and focusing on various fields [3] - Initiatives like the "First Creation Jinling" action will promote new consumer brand showcases and diversify consumption scenarios to drive continuous innovation in the first launch economy [3]