（桂林旅游） 据桂林旅游公告显示，12月23日，桂林旅游收到广西北部湾产权交易所发来的《电子竞价成交确认 书》，截至挂牌期满征集到1家合格意向竞买人，竞买人为桂林云景文化旅游投资有限公司（以下简 称"云景公司"），成交价为3450万元。同日，桂林旅游与云景公司签署了《股权暨债权转让合同》。 根据公告，桂林资江丹霞旅游有限责任公司（以下简称"资江丹霞公司"）为桂林旅游的全资子公司，注 册资本5000万元，主要经营资江天门山景区。11月25日，桂林旅游召开的第七届董事会2025年第九次会 议审议通过关于公开挂牌转让资江丹霞公司100%股权暨债权的议案，董事会同意在广西北部湾产权交 易所公开挂牌转让公司持有的资江丹霞公司100%股权暨所持资江丹霞公司债权。 ...

证券代码：000978 证券简称：桂林旅游 公告编号：2025-060 桂林旅游股份有限公司第七届董事会 2025年第十次会议决议公告 登录新浪财经APP 搜索【信披】查看更多考评等级 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。 一、董事会会议召开情况 桂林旅游股份有限公司（以下简称"公司"）第七届董事会2025年第十次会议通知于2025年12月17日以书 面或电子文件的方式发给各位董事。会议于2025年12月23日以通讯表决的方式召开。 本次董事会会议应出席董事9人，实际出席董事9人（其中：委托出席的董事人数0人）。会议的召开符 合《公司法》和《公司章程》的有关规定。 二、董事会会议审议情况 会议逐项审议通过了关于补选公司董事会专门委员会委员的议案。 公司董事会同意补选张向荣董事为公司董事会战略委员会委员及审计委员会委员，表决情况如下： （1）张向荣董事为公司董事会战略委员会委员 表决情况：9票同意，0票反对，0票弃权。 （2）张向荣董事为公司董事会审计委员会委员 表决情况：9票同意，0票反对，0票弃权。 本次补选完成后，公司董事会战略委员会及审计委员会 ...

Core Viewpoint - Guilin Tourism announced the public transfer of 100% equity and debt of its wholly-owned subsidiary, Zijiang Danxia Company, to optimize asset structure and improve operational efficiency while reducing losses [2][3] Company Overview - Zijiang Danxia Company, a wholly-owned subsidiary of Guilin Tourism, has a registered capital of 50 million yuan and primarily operates the Zijiang Tianmen Mountain scenic area [3] - The company has been continuously losing money since 2008, with cumulative losses of approximately 290 million yuan from 2008 to August 2025 [3] - As of August 2025, Zijiang Danxia Company reported a net asset value of -237 million yuan, while Guilin Tourism's debt claim on the company had a book value of 243 million yuan, with bad debt provisions of 225 million yuan, resulting in a net book value of approximately 18.65 million yuan [3] Financial Performance - Despite efforts to enhance marketing, upgrade facilities, develop new products, and control costs, Zijiang Danxia Company has been unable to reverse its loss situation, leading to the decision to transfer its equity and debt [3] - Guilin Tourism has experienced poor financial performance in recent years, with cumulative losses of nearly 1 billion yuan from 2020 to 2024, although it achieved profitability in 2023 [3]

Group 1 - The core point of the article is that Guilin Tourism Co., Ltd. has decided to publicly transfer 100% equity and debt of its wholly-owned subsidiary, Guilin Zijiang Danxia Tourism Co., Ltd., due to continuous losses since 2008, with a proposed transfer price of 34.5 million yuan [3][9][18] Group 2 - The board meeting was held on November 25, 2025, with all 8 directors present, and the decision to transfer the subsidiary was unanimously approved [2][3] - Guilin Zijiang Danxia Tourism Co., Ltd. has incurred cumulative losses of 289.63 million yuan from 2008 to August 2025, with a net asset value of -237.42 million yuan as of August 2025 [7][8] - The company has attempted various measures to improve performance but has been unable to reverse the losses, leading to the decision to divest [8][18] Group 3 - The transfer is based on an asset evaluation report from Zhonglian Asset Appraisal Group, which assessed the subsidiary's net asset value at -211.30 million yuan and the debt asset value at 34.44 million yuan, indicating a significant potential gain from the debt [14][15] - The transaction is expected to optimize the company's asset structure and improve operational efficiency, aligning with the overall strategic development plan [18] - The proceeds from the sale will be used for the company's daily operations, and the subsidiary will no longer be included in the consolidated financial statements post-transaction [16][18]

Core Viewpoint - Guilin Tourism Co., Ltd. plans to publicly transfer 100% equity and debt of its wholly-owned subsidiary, Guilin Zijiang Danxia Tourism Co., Ltd., due to continuous losses since 2008, totaling approximately 289.63 million yuan [2][3]. Financial Performance - Zijiang Danxia Company has accumulated losses of 289.63 million yuan from 2008 to August 2025, with a net asset value of -237.42 million yuan as of August 2025 [2]. - For the year 2024, Zijiang Danxia Company is projected to have an operating income of approximately 997,700 yuan and a net loss of about 2.41 million yuan [2]. - In the first eight months of 2025, Zijiang Danxia Company reported an operating income of approximately 760,400 yuan and a net loss of about 422,070 yuan [2]. Asset Transfer Details - The board of directors approved the public transfer of Zijiang Danxia Company's 100% equity and debt to optimize the company's asset structure and improve operational efficiency [3]. - The assessed transfer price for Zijiang Danxia Company is set at 34.5 million yuan based on an evaluation report from Zhonglian Asset Appraisal Group [3]. Recent Company Performance - Guilin Tourism's third-quarter revenue was approximately 142 million yuan, a year-on-year decrease of 2.73%, while the net profit attributable to shareholders was about 27.76 million yuan, a year-on-year increase of 7.2% [4]. - The company reported a non-recurring net profit of approximately 25.50 million yuan, reflecting a year-on-year growth of 40.10% [4].

Core Viewpoint - Guilin Tourism has announced the public transfer of 100% equity and debt of its wholly-owned subsidiary, Zijiang Danxia Tourism Co., Ltd., for a price of 34.5 million yuan, following approval from the Guilin State-owned Assets Supervision and Administration Commission [1][2] Group 1: Company Financials - Zijiang Danxia Company has been operating at a loss since 2008, with a cumulative loss of 290 million yuan from 2008 to August 2025 [1] - As of August 2025, Zijiang Danxia Company reported a net asset value of -237 million yuan, with Guilin Tourism holding a debt claim of 243 million yuan against it [1] - The company has made provisions for bad debts amounting to 225 million yuan, resulting in a book value of 18.65 million yuan [1] Group 2: Strategic Implications - The transaction aligns with Guilin Tourism's overall strategic development plan, aiming to concentrate resources on core business areas and enhance competitive strength [2] - The sale is expected to optimize the company's asset structure and improve operational efficiency, while also reducing losses [2] - The transaction will not have a significant impact on the company's operations and business development, benefiting the company and all shareholders [2]

Core Viewpoint - Guilin Tourism plans to publicly transfer 100% equity and debt of its wholly-owned subsidiary, Zijiang Danxia Tourism Co., Ltd., for a price of 34.5 million yuan, following approval from the Guilin State-owned Assets Supervision and Administration Commission [1][2]. Financial Performance - Zijiang Danxia Company has incurred continuous losses since its establishment in 2008, with a cumulative loss of 290 million yuan from 2008 to August 2025 [1]. - As of August 31, 2025, Zijiang Danxia Company reported total assets of 15.54 million yuan and total liabilities of 253 million yuan, resulting in a net asset value of -237 million yuan [2]. - For the year 2024, the company generated an operating income of 997,700 yuan, with an operating loss of 24.12 million yuan and a net loss of 24.13 million yuan [2]. Transaction Details - The transfer includes 100% equity and debt of Zijiang Danxia Company, which is free from any third-party rights, major disputes, or judicial measures [2]. - The assessment report indicates that the net asset book value is -237 million yuan, with an assessed value of -211 million yuan, resulting in a shareholder equity value of 0 yuan [2]. - The assessed value of the company's debt held by Guilin Tourism is 34.44 million yuan, reflecting an increase of 84.66% from the book value [2]. Strategic Intent - The transaction aims to align with the company's overall strategic development plan, focusing resources on core business areas to enhance competitiveness and optimize asset structure [3]. - Following the completion of the transaction, Zijiang Danxia Company will no longer be included in the consolidated financial statements of Guilin Tourism [3].

Group 1 - The company held its seventh board meeting on October 9, 2025, where all nine directors attended, and the meeting complied with relevant laws and regulations [2][3] - The board approved the proposal to publicly transfer 100% equity and debt of its wholly-owned subsidiary, Guilin Zijiang Danxia Tourism Co., Ltd., which operates the Zijiang Tianmen Mountain Scenic Area [3][7] - The company plans to conduct information disclosure before the formal transfer process, in accordance with national and regional regulations [7][8] Group 2 - Guilin Zijiang Danxia Tourism Co., Ltd. has a registered capital of 50 million yuan and is fully owned by the company [10] - As of June 30, 2025, the company's debt to Zijiang Danxia was approximately 237.11 million yuan [12] - The purpose of the transaction is to optimize the company's asset structure, improve operational efficiency, and reduce losses, with no significant impact expected on the company's operations and business development [12]

Core Viewpoint - Guilin Tourism Co., Ltd. plans to publicly transfer 100% equity and debt of its wholly-owned subsidiary, Zijiang Danxia Tourism Co., Ltd., which operates the Zijiang Tianmen Mountain Scenic Area [1] Group 1 - Zijiang Danxia Tourism Co., Ltd. has a registered capital of 50 million yuan [1] - The decision was approved during the sixth meeting of the seventh board of directors of Guilin Tourism [1] - The transfer will be conducted through a public listing on a property trading platform [1]

Core Viewpoint - Guilin Tourism (000978.SZ) plans to publicly transfer 100% equity and debt of its wholly-owned subsidiary, Zijiang Danxia Tourism Co., Ltd. [1] Group 1 - Zijiang Danxia Company has a registered capital of 50 million yuan and primarily operates the Zijiang Tianmen Mountain Scenic Area [1] - The seventh board of directors of the company approved the proposal for the public transfer of the subsidiary's equity and debt during its sixth meeting in 2025 [1] - The transfer will be conducted through a public listing on a property rights trading institution [1]