南京商贸旅游股份有限公司 第十一届十一次董事会决议公告 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。 南京商贸旅游股份有限公司（以下简称南京商旅或公司、上市公司）第十一 届十一次董事会于 2025 年 6 月 24 日在公司三楼会议室召开。会议应出席董事 9 人，实际出席董事 9 人，董事方红渊女士、独立董事黄震方先生、赵恒志先生因 公未能参加现场会议，以通讯方式参与表决。公司监事和高级管理人员列席了本 次会议。 本次会议由董事长沈颖女士主持召开。会议的召集、召开、审议、表决程序 符合有关法律、法规、规章及《公司章程》的规定，所作决议合法有效。 第十一届十一次董事会会议发出表决票 9 份，回收表决票 9 份，审议并通过 以下议案： 一、逐项审议通过《关于调整发行股份及支付现金购买资产并募集配套资 金暨关联交易方案的议案》 公司拟通过发行股份及支付现金的方式购买南京旅游集团有限责任公司（以 下简称旅游集团）持有的南京黄埔大酒店有限公司（以下简称黄埔酒店、标的公 司）100%股权并募集配套资金，鉴于本次交易相关评估资料已过有效 ...

Core Viewpoint - The article emphasizes the importance of transforming the enthusiasm for culture and tourism into a deeper cultural appreciation among the public, as shared by grassroots cultural and tourism workers during a press conference held by the State Council Information Office [1][3]. Group 1: Cultural and Tourism Development - The grassroots cultural workers are actively engaged in promoting high-quality development in culture and tourism to enrich people's lives [3]. - Huang Xiaoli, the director of the Dongguan Cultural Center, describes the cultural center as a "central kitchen" for community culture, providing over 1,000 cultural products through an online platform, and ensuring a diverse range of cultural offerings [3]. - The cultural center has established a network of branches and cultural spaces throughout Dongguan, likening them to convenience stores for easy access to cultural resources [3]. Group 2: Red Tourism and Storytelling - Gu Yue, a guide at the Hongyan Revolutionary History Museum, focuses on making revolutionary stories relatable to younger audiences through immersive experiences [4]. - He shares a poignant story of a young girl who, after participating in an immersive project, expressed her understanding of the courage of historical figures, highlighting the emotional connection that storytelling can create [4]. - The article notes a growing appreciation for traditional Chinese culture, with trends like "Guochao" (national tide) gaining popularity [4]. Group 3: Audience Engagement in Performing Arts - Meng Qingyang, a dancer with the China Oriental Performing Arts Group, observes a rising interest in traditional Chinese culture among audiences, with many young people attending performances in traditional attire [5]. - The article mentions the phenomenon of audiences traveling across cities to watch performances multiple times, indicating a strong cultural engagement [5]. Group 4: Cultural Interpretation and Tourism - Cao Zhen, a tour guide with 17 years of experience, notes that modern tourists seek deeper cultural insights rather than superficial sightseeing [5]. - Tourists increasingly view guides as "cultural translators," transforming complex historical narratives into engaging stories [5]. - The emotional reactions of tourists upon learning about their country's rich history reflect a growing pride in cultural heritage [5]. Group 5: Preservation of Traditional Crafts - Yang Changqing, a representative inheritor of bamboo weaving, discusses integrating traditional crafts into modern markets while supporting rural revitalization [6]. - She outlines three strategies: combining traditional crafts with design, developing a cooperative model for industry growth, and creating tourism experiences centered around bamboo [6]. - The emphasis is on ensuring that development serves as the best form of cultural preservation at the grassroots level [6].

Group 1: Cultural and Tourism Development - The meeting emphasized the theme of promoting high-quality development in culture and tourism to enrich people's lives [1] - The establishment of a three-tier cultural center system in Dongguan allows for widespread access to cultural activities, with the cultural center open 365 days a year [1] - The increase in audience engagement in traditional cultural performances, with notable productions like "Only This Green" touring over 750 times, reflects a growing interest in cultural heritage [2] Group 2: Tourism Trends and Guide Roles - The expansion of high-speed rail networks and accessible flight routes has made travel more convenient, leading to a rise in self-driving tourism [3] - Tourists are increasingly seeking deeper cultural experiences rather than superficial sightseeing, positioning tour guides as cultural interpreters [3] - The need for guides to innovate while preserving local and contemporary cultural elements is highlighted as essential for effective storytelling [3] Group 3: Local Industry and Employment - The bamboo weaving industry in Zhenyuan has adopted a model that integrates party leadership, companies, cooperatives, and farmers, creating stable employment for over 108 individuals [4] - The development of "bamboo tourism" routes has attracted approximately 20,000 visitors annually to experience bamboo weaving culture [4] - The role of cultural workers extends beyond mere presentation; they are seen as vital in the transmission and preservation of cultural heritage [4] Group 4: Educational Impact of Cultural Engagement - A notable interaction between a museum guide and a young visitor illustrates the potential of cultural education to inspire and engage youth [5] - The guide's storytelling about historical artifacts led to a significant change in the visitor's perspective, emphasizing the importance of cultural narratives [5] - The message of cherishing the present and not wasting youth resonates with the broader goal of cultural education [5]

Core Insights - The "Party Building Leading Industry Innovation Joint Construction Mechanism" was officially launched, expanding from 3 to 15 member units within a year, focusing on product and service upgrades to meet evolving consumer demands [1][2] - The mechanism aims to integrate high-quality party building with high-quality enterprise development, addressing the disconnect between party building and business operations [1][2] Group 1 - The establishment of the joint construction mechanism is driven by a shared need among member units for "party building to lead innovative development" [1] - Member units have collaborated on over 60 projects with a total cooperation amount of nearly 27 million yuan, enhancing the health and elderly care industry [2] - The joint construction mechanism has successfully promoted the integration of party building and business practices, achieving significant results in both areas [2][3] Group 2 - The joint construction mechanism has facilitated the introduction of diverse health products, such as "Overnight Vitality Tea" and "Medicinal Diet Gift Boxes," which blend traditional Chinese medicine with modern health concepts [3] - Future activities will include initiatives like "Party Newspaper into Communities" and "Party Building Joint Construction into Communities, Enterprises, and Universities," aimed at delivering quality products to the public [3]

Core Viewpoint - The article highlights the efforts in the Shapotou District of Zhongwei City, Ningxia, to revive and innovate the ancient craft of Huanghe ancient porcelain, integrating it into modern culture and tourism, thereby creating new economic opportunities and preserving cultural heritage [3][4][5]. Group 1: Cultural Heritage and Innovation - The Shapotou District has a rich history as a porcelain production hub, with ancient kilns dating back to the Han Dynasty, and efforts are being made to protect and revive these traditional crafts [4]. - A team led by Yao Sijie is working to replicate ancient porcelain-making techniques, utilizing local materials such as high-quality clay sourced from the Yellow River [4][5]. - The annual production of Huanghe ancient porcelain has exceeded 10,000 pieces, with 30% sold overseas through cross-border e-commerce, demonstrating a successful blend of tradition and modern business practices [4]. Group 2: Youth Engagement and Modernization - Young designers like Sun Chen are innovating traditional crafts, creating modern designs that appeal to younger consumers, such as the award-winning "Nine Curves" series of tea sets [5]. - The use of new technologies, including 3D scanning and augmented reality, is enhancing the experience of cultural heritage, making it more accessible and engaging for the younger generation [5][6]. - Events like the "Yellow River Hand-Made Festival" and educational programs have attracted thousands of participants, fostering a deeper connection with traditional crafts [5]. Group 3: Tourism and Economic Impact - The integration of Huanghe ancient porcelain into tourism has transformed it into a cultural link that enhances the overall visitor experience in the Shapotou District, which is known for its unique desert and river landscapes [6][7]. - The district aims to attract over 14 million tourists in 2024, generating approximately 9 billion yuan in revenue, with a significant portion coming from cultural products [8]. - The development of high-end accommodations and experiential tourism, such as the "Yellow River Lodge," is creating new revenue streams for local communities, increasing their income significantly [7][8].

Core Viewpoint - The article highlights the transformation of the rural village of Ni Ru in Shangri-La, Yunnan, where traditional farming and herding practices are being replaced by tourism-related activities, reflecting a significant shift in the local economy and lifestyle [1][3]. Group 1: Economic Transformation - Ni Ru village, once a semi-agricultural and semi-pastoral community, has seen a surge in tourism due to its location within the core area of Pudacuo National Park, attracting more visitors and prompting families to shift towards tourism services such as homestays and guiding [1][3]. - Many young residents are leaving for cities like Kunming, Chengdu, Guangzhou, and Shanghai for work, indicating a trend of urban migration among the youth [1][3]. Group 2: Family Dynamics and Cultural Practices - The article describes a family reunion in the summer pastures, showcasing the blend of traditional practices with modern life, as family members return to their roots while also engaging in contemporary occupations [3][4]. - Traditional rituals, such as the use of wild pepper to ward off bad weather, highlight the cultural significance of agricultural practices among the Tibetan community [5]. Group 3: Daily Life and Community Engagement - Daily activities in the summer pastures include sheep shearing and preparing traditional meals, emphasizing the communal aspect of life in the pastoral setting [10]. - The article illustrates the importance of family and community gatherings, as seen in the preparation of a unique dinner that brings together neighbors and relatives from various regions, reinforcing social bonds [10].

Core Insights - The article highlights the revitalization of cultural tourism in Chengdu, showcasing the integration of traditional culture with modern technology and experiences [3][7]. Group 1: Du Fu Thatched Cottage - The Du Fu Thatched Cottage Museum is experiencing a surge in visitor numbers, with over 7.2 million visitors expected in 2024 and an industry revenue of over 46 million yuan [4]. - The museum is utilizing modern exhibition techniques, such as holographic projections and immersive poetry experiences, to engage visitors and bring poetry to life [4][5]. - New initiatives include a poetry recitation challenge and the introduction of an "AI Du Fu" for enhanced visitor interaction, along with AI translation services supporting 14 languages [5]. Group 2: Eastern Suburb Memory - The Eastern Suburb Memory park features a unique immersive dining experience called "Shu Yan Fu," which combines traditional Han culture with modern performance art, attracting over 290,000 visitors in two years, with 30% being international tourists [6]. - The 1807 brand, located within the park, is blending street culture with artistic elements, showcasing Sichuan cultural elements in its fashion offerings at international events [6]. - The integration of traditional culture with contemporary trends is seen as a key driver for cultural tourism, enhancing the overall visitor experience in Chengdu [7].

夏至前几日，在年平均降水量只有15毫米的青海省海西蒙古族藏族自治州茫崖市冷湖镇，一场大雨不期 而至，一批游客被困黑独山景区。 "景区入口还是晴天，山里却下起了冰雹。"正在冷湖镇蹲点的茫崖市委常委、宣传部部长吕海全颇感意 外。他一边协调景区备用车辆接运游客，一边赶忙调度雨衣、雨伞等物资。 树立及时向上反馈、着手解决困难的务实态度 来蹲点的第二天，于一亮就着手做一项工作：他查阅了冷湖镇范围内近5年来事故的发生率、发生地 点，制作出一张热点图。"根据事故发生地点的热点图，我们发现在冷湖镇往北45公里处，黑独山侧 面、苏干湖附近，是事故高发点。" 于一亮带着10名交警，专门赶往该处。"到现场一看，全明白了。从冷湖镇出来，长达四五十公里的笔 直道路，司机很容易驾驶疲劳，导致交通事故。"很快，他们决定将此事直报给市公安局。在市公安局 支持下，他们在此增设一个卡点："一来可以帮助缓解夏季高峰时的过境车辆压力，二来能让车辆减 速，减少事故发生。" 随着到黑独山、石油小镇"打卡"的游客越来越多，冷湖镇在游客常聚集的点位规划出一片停车场来。一 项便民之举，却随之引来问题。"现在已经停用，我们将这片停车场称为'老入口'。由于风沙大 ...

Group 1 - Shanghai is transforming its tax refund services from manual processing to intelligent self-service, significantly reducing processing time [1] - The upgraded "immediate refund upon purchase" service allows inbound tourists to use Alipay for instant tax refunds, enhancing convenience and efficiency [2][3] - Shanghai has established comprehensive tax refund service centers in key areas, allowing tourists to process refunds at centralized locations [2][3] Group 2 - The Yangtze River Delta region is implementing various measures to boost inbound tourism, with Zhejiang reporting a 112.63% year-on-year increase in tax refund sales [4] - Zhejiang plans to convert existing tax refund stores to "immediate refund" stores by August 2025, enhancing the shopping experience for foreign tourists [4] - Nanjing is incentivizing travel agencies to attract inbound tourists through financial rewards based on performance metrics [4] Group 3 - Zhoushan is focusing on regional collaboration to promote inbound tourism, aiming for a significant increase in overnight visitor numbers by 2027 [5]

General Provisions - The company aims to protect the legal rights of shareholders and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][2] - The company was established as a joint-stock company based on the net assets of Jilin Changbai Mountain Tourism Transportation Co., Ltd. as of September 30, 2010 [1][3] - The registered capital of the company is RMB 266.67 million, with a total of 26.667 million shares issued [3][4] Business Objectives and Scope - The company’s business objective is to leverage the rich ecological resources of Changbai Mountain to enhance product and service development capabilities, improve marketing levels, and expand the tourism industry chain [5] - The company’s business scope includes passenger and freight transportation, retail of finished oil, food sales, and various tourism-related services [5] Shares - The company’s shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The total number of shares is 26.667 million, all of which are ordinary shares [8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and request information [13][19] - Shareholders must comply with laws and the company’s articles of association, and are liable for any damages caused by abusing their rights [19][20] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [41][44] - Shareholder meetings must be convened in accordance with legal procedures, and shareholders can propose temporary motions [47][54] Decision-Making and Voting - Decisions regarding significant transactions, capital increases or decreases, and other major matters must be approved by the shareholder meeting [21][22] - Voting at shareholder meetings can be conducted in person or by proxy, and specific procedures must be followed for proxy voting [34][36]