西安曲江文化旅游股份有限公司 XI AN QUJIANG CULTURAL TOURISM CO.,LTD. 会 议 资 料 西安曲江文化旅游股份有限公司 2024 年年度股东大会 会议资料 西安曲江文化旅游股份有限公司 为维护股东的合法权益，确保股东大会的正常秩序和议事效率，根据《公司法》 《证 券法》及《公司章程》等有关规定，提请参会股东及代理人注意以下事项： 一、股东参加股东大会依法享有发言权、质询权、表决权等各项权利。 二、股东要求在股东大会发言，应当在股东大会召开前向大会秘书处登记。股东发 言时，应当首先报告其所持有的股份份额。在股东大会召开过程中，股东临时要求发言 或就有关问题提出质询时，应当先向大会秘书处报告，经大会主持人许可，方可发言或 提出问题。 三、本次股东大会所采用的表决方式是现场投票和网络投票相结合的方式。公司通 过上海证券交易所网络投票系统向公司股东提供网络形式的投票平台，股东可以在网络 投票时间内通过上述系统行使表决权。公司股东只能选择现场投票和网络投票中的一种 表决方式，如同一表决权出现重复投票的，以第一次投票结果为准。 四、本次股东大会监票人由律师、股东代表及监事组成。表决结果 ...

Core Viewpoint - The local tourism companies in China, once considered prestigious, are now facing significant financial losses and operational challenges, raising questions about their management and sustainability in the current market environment [2][12][26]. Financial Performance - Guilin Tourism reported a net loss of 200 million yuan in 2024, accumulating losses of nearly 1 billion yuan since 2020 [2][3]. - Qujiang Cultural Tourism incurred a loss of 131 million yuan in 2024, with total losses nearing 600 million yuan over three years [2]. - Zhangjiajie experienced a net loss of 582 million yuan in 2024, with cumulative losses exceeding 1.3 billion yuan over five years [2][10]. Management and Operational Issues - Many local tourism groups operate under a "debt-first, project-later" philosophy, leading to a mismatch between financing needs and operational capabilities [14][25]. - Management teams often lack the necessary expertise, as many come from bureaucratic backgrounds rather than tourism or business sectors [14][25]. - There is a prevalent issue of projects being initiated without proper market research or operational planning, resulting in poor performance and financial losses [16][20]. Market Dynamics - Despite high visitor numbers, many projects fail to generate profit, leading to a reliance on debt financing to sustain operations [7][21]. - The current market is becoming less forgiving, with stricter regulations on financing and project approvals, making it harder for companies to secure funding based on optimistic projections [28][29]. Future Outlook - The local tourism sector may face further declines, with many companies potentially unable to recover without significant changes to their operational models [26][29]. - There is a need for local tourism companies to acknowledge their issues and adjust their strategies, focusing on sustainable practices rather than merely seeking new funding [29].

Core Viewpoint - The debt crisis of Qujiang Cultural Tourism continues to escalate, with its controlling shareholder's shares being judicially frozen and auctioned, significantly impacting the company's financial performance and operational stability [3][4][5]. Shareholder and Shareholding Structure - The controlling shareholder, Xi'an Qujiang Tourism Investment Group, holds 114,511,120 shares, accounting for 44.90% of the total share capital. All of these shares have been frozen, with 210,000 shares directly frozen, 57,050,000 shares under provisional freezing, and 57,250,000 shares marked for judicial purposes [1][4]. Debt Situation - The total amount involved in the lawsuits related to the controlling shareholder's debt issues is 303.18 million yuan, with significant debts owed to various financial institutions [5]. The controlling shareholder is also under pressure due to guarantees for loans totaling 20.3 million yuan [5]. Financial Performance - In Q1 2025, the company reported a revenue decline of 23.67% to 306 million yuan, with a net loss of 43.61 million yuan, marking a staggering year-on-year drop of 2161.76% [3][11]. For the full year 2024, the company recorded a revenue of 1.253 billion yuan, down 16.68%, and a net loss of 131 million yuan, although this was a 32.79% improvement from the previous year's loss [8][11]. Operational Challenges - The company's core business segments, particularly scenic area operations, hotel and catering, and tourism product sales, have all seen significant revenue declines. The scenic area operations, which account for 52% of the main business revenue, dropped by 32.57% to 651 million yuan [9][10]. The overall gross margin has also decreased from 37.30% to 23.73% [9]. Recent Developments - The company has faced multiple instances of its shares being put up for judicial auction, with significant portions of its equity at risk. This situation has raised concerns about the controlling shareholder's ability to make decisions regarding the company's future [7][8]. The company is actively seeking to resolve these issues before judicial actions are finalized [5][6].