证券代码：600754/900934 证券简称：锦江酒店/锦江B股 公告编号：2025-034 上海锦江国际酒店股份有限公司 第十一届董事会第一次会议决议公告 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。 上海锦江国际酒店股份有限公司（以下简称"公司"、"本公司"）第十一 届董事会第一次会议于 2025 年 6 月 25 日在锦江小礼堂召开，会议应到董事 9 名， 实到董事 9 名。本次会议出席人数、召开程序、议事内容均符合《中华人民共和 国公司法》（以下简称"《公司法》"）和《上海锦江国际酒店股份有限公司章 程》（以下简称"《公司章程》"）的规定。会议由公司董事长张晓强先生主持。 会议审议并通过了如下决议： 一、关于选举公司第十一届董事会董事长的议案 董事会选举张晓强先生为公司第十一届董事会董事长。任期与本届董事会任 期一致。 表决结果：9 票同意，0 票反对，0 票弃权。 董事会选举董事张晓强先生、董事周维女士、独立董事刘九评先生、独立董 事徐建新先生、独立董事张磊先生为提名委员会委员，由刘九评先生担任主任委 员。 审计 ...

Group 1 - The announcement of Jay Chou's "Carnival" world tour concert in Jinan has led to a rapid sell-out of tickets, indicating high demand among fans [1] - Hotel bookings around the Jinan Olympic Sports Center have surged, with many hotels reporting full occupancy during the concert dates of September 19-21 [1][3] - Some hotels have noted that fans began booking rooms a month in advance of the concert announcement, highlighting the proactive nature of the fanbase [1] Group 2 - Following the ticket sales on June 22, there has been an increase in room cancellations from fans who were unable to secure tickets, leading to a rise in available rooms on booking platforms [3] - The secondary market for hotel room transfers has emerged, with many listings on social media and second-hand platforms indicating a high level of interest in nearby accommodations [3] - Hotels are preparing to enhance guest experiences by offering themed services and gifts related to Jay Chou, such as customized souvenirs and promotional items [5]

Group 1: Market Dynamics and Trends - The high-end hotel sector in China is entering a new development cycle, with RevPAR recovering to 106% of 2019 levels, indicating a reshaping of the competitive landscape [1] - Major hotel groups like Shangri-La, MGM, Marriott, and Hilton are adapting their strategies to capture market changes, focusing on cultural integration and diversified product offerings [1][5] Group 2: Cultural Capital in Luxury Hotels - Cultural capital is becoming a key competitive factor in the luxury hotel market, with a projected 6.8% CAGR for the global luxury hotel market from 2024 to 2030, driven by demand for cultural immersion experiences [2] - Shangri-La's Shangri-La Signatures brand exemplifies the deep operationalization of cultural capital, focusing on unique luxury experiences in culturally rich locations [2][3] - MGM's new luxury brand, MGM RESERVE, is designed to blend international standards with Chinese cultural elements, reflecting the growing demand for unique cultural experiences among luxury consumers [4] Group 3: Demand-Driven Vacation Market Expansion - The global high-end vacation hotel RevPAR increased by 11.5% in 2023, with the Asia-Pacific region seeing a 14.8% rise, driven by surging vacation demand in destinations like China and Thailand [5] - Marriott and Hilton are expanding their vacation offerings to meet diverse consumer needs, with Marriott focusing on product innovation and Hilton on scaling its market presence [5][6] Group 4: Innovative Vacation Products - JW Marriott is responding to urban vacation demands with projects that integrate sensory experiences and cultural elements, such as the upcoming all-inclusive resort in the Caribbean [6][7] - Hilton is enhancing its family vacation product matrix, with hotels strategically located near attractions like theme parks, catering to family travel needs [8] Group 5: Strategic Resource Reallocation - The dual-track strategy of high-end hotels involves injecting cultural capital into luxury experiences while building a vacation product matrix based on consumer demand insights [8]

Core Viewpoint - China Tourism Group Hotel Holdings Co., Ltd. (China Travel Hotel) has made a strategic investment in the Accor Hotel Group, marking a significant capital operation in the hotel industry after ten years, indicating a shift towards innovation and transformation in the Chinese hotel sector [1][2]. Industry Overview - The Chinese hotel industry is entering a new cycle of innovation and transformation, with expectations for the emergence of more national hotel brands that represent Chinese culture [1]. - The demand for mid-to-high-end hotels is rapidly increasing, with current data showing that economic and mid-range hotels account for approximately 80% of the market, while mid-to-high-end hotels make up less than 20%, indicating substantial growth potential in this segment [3]. Company Strategy - China Travel Hotel has been focusing on the mid-to-high-end market, with several hotel groups reporting increased market shares in this segment: Huazhu Group at 46.4%, Jinjiang Hotels at 58.7%, and ShouLai Hotels at 27.5% [3]. - The company aims to explore the silver economy and themed hotels, enhancing its product offerings to meet specific demographic needs, while also adapting to the trend of personalized and experiential high-end hotel services [4]. International Expansion - China Travel Hotel is committed to an international strategy, having established branches in countries like the UK and Thailand, and plans to complement Accor's operations in Southeast Asia and Africa to expand its global footprint [5]. - The company is positioned to play a significant role in supporting the "Belt and Road" initiative and the national strategy of "service trade going abroad," leveraging its experience to serve Chinese enterprises and outbound tourists [6]. Competitive Advantage - The strategic investment in Accor is part of China Travel Hotel's broader reform initiatives aimed at improving its core competencies, including hotel management, procurement efficiency, and technological innovation [7]. - The company has implemented a market-oriented talent acquisition strategy, enhancing its workforce to better compete in an increasingly homogeneous market [7][8]. Collaboration Benefits - The partnership with Accor is expected to enhance talent development, as Accor has a strong track record in integrating international management practices with local talent, which will benefit China Travel Hotel's operational capabilities [8].

Core Viewpoint - Pudding Hotel is facing potential delisting due to negative net assets over the last three fiscal years, highlighting significant financial distress and operational challenges in the economy hotel sector [2][3][5]. Company Summary - Pudding Hotel, established in 2006, operates a range of economy and mid-range hotel brands, including Pudding, Pudding Select, and Zhishang [3]. - The company was listed on the New Third Board in 2016 as the "first internet hotel brand stock" but has since faced financial difficulties, leading to a change in its stock name to "ST Pudding" due to negative net assets in 2022 [3][5]. - Financial data shows that Pudding Hotel's revenue fluctuated from 185 million yuan in 2022 to 239 million yuan in 2024, with net profits of -81.31 million yuan in 2022 and -15.14 million yuan in 2024 [4][5]. - As of the end of 2024, the company reported total assets of 388 million yuan and total liabilities of 404 million yuan, resulting in a debt ratio of 104.01%, indicating insolvency [6]. Industry Summary - The economy hotel market in China is undergoing significant changes, with the segment still representing about 80% of the total hotel count but declining in proportion from 61% in 2019 to 55% in 2023 [8][9]. - Major players in the economy hotel sector include Jinjiang, Huazhu, and Shoulv Rujia, which together hold nearly 38% market share, intensifying competition for smaller brands like Pudding Hotel [9]. - The industry is experiencing a shift towards mid-range offerings, and Pudding Hotel is attempting to adapt by promoting its mid-range "Zhishang" brand and enhancing product offerings [9].

Core Insights - The loyalty programs of high-end hotel groups are increasingly perceived as devalued, with members feeling less valued despite their status [10][26][27] - Major hotel chains are reducing benefits for high-tier members, leading to a sense of frustration and disappointment among loyal customers [12][14][19] Group 1: Membership Experience - A recent incident highlighted the lengths to which a Marriott Titanium member went to request an upgrade, illustrating the desperation felt by members [2][3] - The response from hotel staff was indifferent, indicating that the emotional appeal of such requests is no longer effective [9] - The overall experience for high-tier members has shifted from being treated as valued guests to feeling like they are begging for benefits [11][25] Group 2: Benefit Reductions - Marriott has announced the permanent closure of executive lounges, significantly reducing the services available to Platinum members [12][13] - Other hotel chains, such as St. Regis and Hyatt, are also increasing the points required for room upgrades and benefits, indicating a broader trend of devaluation across the industry [15][18][20] - The perception of loyalty points has shifted from being a valuable asset to being seen as "funny money" that is increasingly difficult to redeem [22][39] Group 3: Economic Pressures - The hotel industry is facing economic challenges, leading to a focus on profitability over customer loyalty, resulting in reduced services and benefits [40][42] - The influx of new members through aggressive marketing strategies has led to overcrowding in loyalty programs, further straining resources and service quality [32][33] - The shift towards cost-cutting measures is evident in the cancellation of complimentary services and the increase in points required for rewards [43][44] Group 4: Technological Changes - The introduction of AI systems to manage room upgrades is a significant shift in how hotels interact with high-tier members, moving away from personal service to algorithm-driven decisions [48][50] - This change is seen as a way for hotels to manage the overwhelming number of loyalty members without the emotional engagement previously offered [58][61] - The reliance on data-driven systems may lead to a more impersonal experience for guests, as human judgment is replaced by algorithms [56][59]

异动的处理"之"二、激励对象个人情况发生变化"的相关规定：激励对象因职 务变更（非个人原因）、死亡、丧失民事行为能力等原因与公司解除或者终止劳 动关系，且服务期间符合个人绩效考核要求的，公司按其实际服务年限折算调整 可授予权益，待达到解除限售条件时解除限售，未达到解除限售条件的，由公司 按授予价格回购所涉及调整的限制性股票，并按照中国人民银行公布的同期存款 基准利率支付利息。鉴于《2024 年限制性股票激励计划》首次授予激励对象中 1 名激励对象因职务变更（非个人原因）与公司解除或者终止劳动关系，公司按照 授予价格回购其获授的 32,025 股限制性股票，并按照中国人民银行公布的同期 存款基准利率支付利息。 更正后： 异动的处理"之"二、激励对象个人情况发生变化"的相关规定：激励对象因职 务变更（非个人原因）、死亡、丧失民事行为能力等原因与公司解除或者终止劳 动关系，且服务期间符合个人绩效考核要求的，公司按其实际服务年限折算调整 可授予权益，待达到解除限售条件时解除限售，未达到解除限售条件的，由公司 按授予价格回购所涉及调整的限制性股票，并按照中国人民银行公布的同期存款 基准利率支付利息。鉴于《2024 年限 ...

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].