Core Viewpoint - The company Tianmu Lake (603136.SH) has reported a continuous decline in revenue for five consecutive quarters, with a significant drop in both revenue and net profit for 2024, indicating a challenging development situation amidst a recovering domestic tourism market [1][2][3]. Group 1: Core Scenic Area Business - The core scenic area business, which accounts for over 50% of the company's revenue, experienced a significant decline, with revenue for 2024 reaching 282.4 million yuan, down 13.03% year-on-year, and main profit dropping by 32.5% [2][3][4]. - The main profit margin for the scenic area business decreased to 70.43%, a reduction of 0.81 percentage points compared to the previous year [2][3]. - The two major 5A scenic areas, Shanshui Garden and Nanshan Bamboo Sea, both saw declines in revenue and main profit for 2024, with Shanshui Garden's revenue down 17.47% and Nanshan Bamboo Sea's down 7.58% [4][5]. Group 2: Hotel Business - The hotel business, which contributes nearly 30% to the company's revenue, also faced a sharp decline, with 2024 revenue falling to 159.4 million yuan, a decrease of 23.1%, and main profit down 27.86% [6][7]. - The gross profit margin for the hotel business dropped significantly from 29.88% to 21.4%, indicating substantial operational pressure [6][7]. - The performance of the hot spring and water world businesses, aimed at boosting off-peak season revenue, also saw significant declines, with the water world business revenue plummeting by 41.28% [7]. Group 3: Fundraising Projects - The company has two fundraising projects initiated in 2020 that have faced multiple delays, with the expected completion dates pushed back to December 2025 [8][10]. - The South Mountain Xiaozhai project and the Yushui Hot Spring renovation project have seen minimal progress, with only 8.14% of the projects completed as of the latest updates [10]. - The prolonged delays and changing market conditions raise uncertainties about the future performance of these projects, which were intended to enhance the company's competitiveness and profitability [10].

Core Viewpoint - In 2024, Sanxia Tourism experienced a significant decline in both revenue and net profit, primarily due to the divestiture of its automotive sales business and the underperformance of the Jiufeng Valley scenic area, which has become a financial burden for the company [2][5]. Financial Performance - In 2024, the company reported total revenue of 741.32 million yuan, a decrease of 53.68% year-on-year [5]. - The net profit attributable to shareholders was 117.59 million yuan, down 9.29% compared to the previous year [5]. - The net profit after deducting non-recurring gains and losses was 96.29 million yuan [1]. Business Segments - The core business segments, including sightseeing cruise services and travel agency operations, saw revenue growth of 17.73% and 14.04%, respectively [3]. - The total number of tourists served by cruise products in 2024 was 2.56 million, a slight increase of 1.93% year-on-year [3]. - The Jiufeng Valley scenic area, acquired by the company, reported revenue of only 2.5 million yuan in 2024, a decline of 48.38% [4]. Strategic Changes - The company divested 70% of its stake in the automotive sales business, which significantly impacted its revenue [2]. - The divestiture included selling 20% of the stake to the controlling shareholder and transferring all debts related to the automotive sales company [2]. - The company aims to extend its tourism service offerings by adding new scenic area operations, despite the challenges faced by Jiufeng Valley [4]. Legal and Compliance Issues - Jiufeng Valley has not demonstrated profitability since its acquisition, failing to meet profit commitments in 2021 and 2022, leading to a compensation obligation for the seller [6]. - The seller, Pei Daobing, has appealed a court ruling regarding the failure to fulfill performance compensation commitments, with the case still pending [6].

Core Viewpoint - Yunnan Tourism Co., Ltd. plans to issue A-shares to specific investors, which may dilute immediate returns for existing shareholders, and the company has committed to measures to mitigate this impact [1][2][7]. Financial Impact Analysis - The issuance of shares is expected to increase the total share capital from 1,012,434,813 shares to 1,053,891,115 shares, with an estimated fundraising amount of 1.905 billion yuan [4]. - The projected net profit for 2025 under three scenarios shows potential losses ranging from -26.18 million yuan to -39.27 million yuan, depending on the performance relative to 2024 [6][8]. - Basic and diluted earnings per share are projected to improve from -0.3233 yuan to a range of -0.2484 to -0.3726 yuan, depending on the profit scenario [4][6]. Necessity and Reasonableness of the Issuance - The funds raised will be used for the construction of the Chuzhou Overseas Chinese Town Cultural Tourism Equipment Industrial Park and to repay interest-bearing debts, which aligns with the company's existing business operations [8][10]. - The project aims to enhance production capacity and improve the company's capital structure, thereby increasing profitability and competitive strength [8][10]. Project Implementation and Technical Readiness - The company has a strong technical team with nearly 50 professionals and a history of innovation, ensuring the successful implementation of the fundraising projects [9]. - The company has established a solid market foundation and brand advantage, which will support the execution of the investment projects [10]. Measures to Mitigate Dilution of Immediate Returns - The company will implement strategies to enhance operational efficiency and increase future earnings to offset the dilution of immediate returns from the share issuance [11]. - Strict adherence to regulations regarding the management and use of raised funds will be maintained to prevent misuse and ensure effective project execution [11][12]. Commitment from Key Stakeholders - The company's board and senior management have committed to fulfilling their responsibilities and ensuring the effectiveness of measures to compensate for any dilution of immediate returns [13].