2025 年第三次临时股东会的法律意见书 吉兢法律意见书【2025】第 056 号 致:长白山旅游股份有限公司 吉林兢诚律师事务所(以下称本所)接受长白山旅游股份有限公 司(以下称公司)的委托,指派本所律师出具公司 2025年第三次临 时股东会(以下称本次股东会)的法律意见书。本所律师根据《中华 人民共和国公司法》(以下称《公司法》)、《中华人民共和国证券 法》(以下称《证券法》)、中国证券监督管理委员会《上市公司股 东会规则》(以下称《股东会规则》)等法律、法规和规范性文件及 《长白山旅游股份有限公司章程》(以下称《公司章程》)、《长白 山旅游股份有限公司股东会议事规则》(以下称《公司股东会议事规 则》)等有关规定,就本次股东会进行见证并出具法律意见书。 为出具本法律意见书,本所律师审查了公司提供的本次股东会的 相关资料,包括但不限于公司关于召开 2025年第三次临时股东会的 通知、公司 2025年第三次临时股东会议程、议案及决议等文件资料。 公司已向本所作出保证和承诺,其提供的资料和文件均真实、准确、 完整,无重大遗漏。 吉林兢诚律师事务所 关于长白山旅游股份有限公司 地址:长春市净月区生态大街与福祉大路 ...

Core Insights - Changbai Mountain Wanda International Resort is enhancing its winter offerings with four new projects aimed at providing unique experiences for visitors [1][3][5][6] Group 1: New Projects - "Changbai Mountain White Creek Drifting" offers a scenic experience where visitors can kayak along a non-freezing river, surrounded by frost-covered trees, for approximately 60 minutes [3] - "Momo Snow Mountain Adventure" is an immersive children's skiing camp that incorporates storytelling and game elements to teach skiing skills while engaging kids in a narrative [3][5] - "Birch Snow Trekking" allows participants to explore the cultural heritage of the region with a guide, learning about local wildlife and participating in traditional rituals [5] - "Momo Magic Market Theater" transforms the Wanda Momoland Hotel into an interactive theater experience, where guests can engage in various magical activities and unlock hidden tasks [6] Group 2: Resort Enhancements - The resort has optimized several core ski trails and terrain parks, achieving full coverage of night lighting to extend skiing hours [6] - The resort has introduced a wider variety of trendy dining and retail brands to enhance the leisure and shopping experience for visitors [6] - Classic attractions such as the "Wow Cool Snow Fun Park" and "Halla Mountain Hot Springs" will continue to provide high-quality experiences alongside the new offerings [6] Group 3: Recognition and Awards - Changbai Mountain Wanda International Resort has received multiple accolades, including being named a national-level ski tourism resort and a top winter sports brand [8] - The resort has been recognized for its contributions to the tourism industry and has been awarded various honors, including the annual popular winter tourism destination award [8]

Core Viewpoint - Changbai Mountain's stock price has shown fluctuations, with a year-to-date increase of 9.21%, but a recent decline over the past five, twenty, and sixty days [1][2]. Company Overview - Changbai Mountain Tourism Co., Ltd. is located in Jilin Province and was established on December 8, 2010, with its stock listed on August 22, 2014. The company primarily operates in the tourism service industry, including tourist transportation, travel agency services, and hot spring water development [1]. - The main revenue sources are: tourist transportation (66.82%), hotel services (24.09%), other businesses (6.82%), and travel agency services (2.28%) [1]. Financial Performance - For the period from January to September 2025, Changbai Mountain achieved a revenue of 636 million yuan, representing a year-on-year growth of 6.99%. The net profit attributable to shareholders was 149 million yuan, with a growth of 1.05% [2]. - Since its A-share listing, the company has distributed a total of 144 million yuan in dividends, with 42.53 million yuan distributed over the past three years [2]. Shareholder Structure - As of September 30, 2025, the number of shareholders increased by 25.35% to 45,900, with an average of 5,814 circulating shares per person, a decrease of 20.23% [2]. - The top ten circulating shareholders include Hong Kong Central Clearing Limited and various ETFs, with notable increases in holdings from some shareholders [3].

Group 1 - The core viewpoint of the article highlights the booming ice and snow economy in China, which is continuously stimulating consumer activity and enhancing the industry ecosystem [2] - The Changbai Mountain ski resort is attracting a growing number of domestic and international tourists, showcasing its unique geographical advantages and quality facilities [2] - The increasing popularity of ice and snow sports is encouraging more individuals to participate, thereby enhancing the overall experience and driving the potential for ice and snow consumption [2] Group 2 - The continuous enrichment of ice and snow tourism projects and the vigorous promotion of ice and snow sports are crucial for providing high-quality experiences to visitors [2] - The development of the ice and snow economy is being fueled by strong consumer demand and participation, which is essential for its high-quality growth [2]

从室外的单季滑雪度假，到室内的四季冰雪体验，对于万达酒店及度假村的冰雪度假产品而言，这是一 次重大升级迭代。首先，这是冰雪消费场景的一次扩容，可为万达酒店及度假村旗下的酒店等业务板块 提供增量客源。其次，对于冰雪业务而言可能是一次突破天花板的契机。室外滑雪度假受限于季节的同 时也受限于位置，而室内滑雪项目突破了季节限制的同时也突破了地理约束。比如，基于长春万达滑雪 场积累的经验，未来万达酒店及度假村也许可以考虑拓展到南方城市的大型室内滑雪文商旅项目，步入 一个更加宽广的天地。 公开资料显示，截至到2025年末，全国在运营的1万平米以上的大型室内滑雪场有近70个，未来一两年 内有望进一步增加至80个，且主要分布在高端度假消费旺盛的华东和华南地区。大型滑雪度假项目通常 拥有冰雪项目、度假酒店以及配套的大型商业综合体等业态，对运营管理能力要求较高。可以预见，随 着冰雪文旅基础实施的快速增加，万达酒店及度假村所拥有的雪场成熟运营能力将变得愈加稀缺。 融合助力万达酒店及度假村驶入快车道 从酒店行业跨界进入冰雪度假的连锁化运营，万达酒店及度假村具有多方面优势，可谓底气十足。 12月25日，位于长春市净月高新区的文商旅综合 ...

Core Insights - The opening of the Wanda Mall in Changchun and the indoor ski resort marks a significant expansion in Wanda's leisure and tourism offerings, with the ski resort being the largest indoor ski area in Asia, featuring a vertical drop of 85 meters [1] - The acquisition of Wanda Hotel Management by Tongcheng Travel is seen as a strategic move that combines the strengths of both companies, enhancing Wanda's growth potential in the leisure sector [1][4] Group 1: Business Expansion - Wanda Hotel and Resort has successfully expanded its ski resort projects to three locations, significantly increasing its capacity to attract winter tourism [2] - The transition from outdoor to indoor skiing represents a major upgrade for Wanda's winter tourism offerings, allowing for year-round operations and broader geographic reach [2][6] - The indoor ski resort model is expected to alleviate seasonal and geographical constraints, potentially leading to expansion into southern cities [2] Group 2: Strategic Advantages - Wanda's first mover advantage in the ski resort sector, particularly with the Changbai Mountain resort, provides a strong foundation for future project expansions [4] - The integration of Wanda's hotel management expertise with Tongcheng Travel's digital marketing capabilities is anticipated to enhance operational efficiency and customer engagement [4][5] - The collaboration is expected to yield significant benefits in member marketing and product innovation, positioning Wanda for accelerated growth [5] Group 3: Market Potential - The Chinese ice and snow economy is projected to reach a total scale of 1,005.3 billion yuan by 2025, with a compound annual growth rate exceeding 14% from 2015 to 2025 [6] - The ice and snow tourism industry in Jilin Province is expected to attract 170 million domestic tourists and generate 295 billion yuan in total spending during the 2024-2025 winter season, reflecting substantial growth [6] - The current market gap between high-quality consumer demand and supply presents a significant opportunity for Wanda to leverage its operational expertise in high-end ski resorts [6]

Summary of Changbai Mountain Conference Call Industry Overview - The conference call discusses the tourism industry, specifically focusing on Changbai Mountain, a popular ski and tourist destination in China. Key Points and Arguments Visitor Traffic and Influencing Factors - The opening of the Shenbai High-Speed Railway on September 28, 2025, led to a significant increase in visitor traffic, with October's numbers showing over a 10% increase compared to the previous year [3][4] - Despite adverse weather conditions in November and December, the overall visitor flow remained stable, with only a slight decrease in November of about 3,000 visitors, approximately 1% [3] - The highest daily carrying capacity increased by 30% year-on-year due to operational adjustments, despite some days being closed due to weather [2][3] Impact of Shenbai High-Speed Railway - From October 1 to 18, 2025, the number of daily arrivals at the high-speed railway station increased by nearly 98% compared to the same period last year, indicating a positive impact on visitor numbers from regions like Liaoning, Hebei, and Shandong [4] - The core visitor sources remain from East and South China, with Liaoning's share rising to 5.94% due to the railway's opening [5] Hotel and Related Business Performance - Hotel occupancy rates have significantly improved, while room rates have remained stable, indicating effective conversion of new visitor traffic into accommodation revenue [6] - Related sectors such as dining and accommodation have also seen growth, with new attractions like the Yunding Sky Snow Sculpture drawing large crowds [6] Challenges and Future Plans - The scenic area faces challenges with visitor demand exceeding carrying capacity, necessitating increased investment in facilities such as warm houses and shelters to ensure visitor safety [2][7] - The second phase of the Hot Spring Village project is under construction, expected to add approximately 25% more rooms compared to the first phase, targeting a broader consumer base [10] New Projects and Revenue Support - New projects for the winter season include snowmobile rentals and a small ski area, which, while generating limited management fee income, contribute to overall revenue support [8][9] - The Deer Horn Village project, which includes a small ski area and interactive experiences, is anticipated to enhance visitor flow and revenue [9] Infrastructure and Capacity Enhancement - The company plans to continue expanding operational capacity, with a focus on improving infrastructure and transportation to accommodate growing visitor numbers [13][14] - Future developments include extending operational hours and enhancing transportation services, such as self-driving and rental services along key routes [15] Financial Projections and Budgeting - For 2026, the company plans to allocate approximately 30 million yuan for vehicle procurement to meet increasing visitor demands, with a conservative expectation of a 10% increase in visitor numbers [16] Long-term Development Strategy - The company aims to balance seasonal tourism by promoting both summer and winter activities, leveraging the Shenbai High-Speed Railway to enhance visitor stay duration and spending [15][17] Additional Important Information - The company is considering the potential integration of the ski area into its public listing structure, contingent on favorable operational conditions [11][12] - The focus on enhancing visitor experience through improved facilities and services is critical for sustaining growth in the competitive tourism market [7][13]

Core Insights - The report highlights the rise of Jilin Province as a prominent destination for ice and snow tourism, with a focus on its diverse offerings and strategic development approach [2][19] - Jilin's ice and snow economy is transitioning from a "traffic-driven" model to an "industry-driven" model, emphasizing sustainable growth and comprehensive service systems [3][19] Geographic Advantages - Jilin Province is located within the "golden latitude belt" for snow sports, comparable to renowned regions like the Alps and Rockies, providing ideal conditions for skiing with abundant powder snow [4][6] - The Long White Mountain area has been recognized as a world geological park, enhancing its appeal as a unique winter destination with diverse natural attractions [6] Snow Sports Development - Jilin has significantly increased its number of ski resorts from 30 in 2016 to nearly 70 in 2023, achieving near-complete county coverage [10] - The province's ski resorts offer a full spectrum of experiences, from high-end resorts to budget-friendly options, catering to both beginners and advanced skiers [10][11] Integrated Regional Strategy - Jilin's ice and snow tourism strategy is characterized by a coordinated provincial approach, avoiding competition between cities and promoting a diverse range of winter activities [13][14] - The opening of new transportation links, such as the Shenbai High-Speed Railway, has improved access to various attractions, enhancing visitor flow and experience [14] Cultural Integration - Jilin's ice and snow tourism is deeply rooted in local culture, with traditional practices like the Chagan Lake winter fishing festival and unique culinary experiences contributing to its identity [16][18] - The province is actively integrating cultural elements into its winter sports offerings, creating distinctive experiences that differentiate it from other destinations [18][19] Future Outlook - Jilin's approach to ice and snow tourism emphasizes building a sustainable and resilient industry, focusing on product quality and comprehensive service rather than relying on single-point attractions [19][20] - As the market matures, the emphasis will shift towards providing consistent, high-quality experiences that meet the evolving demands of tourists [20]

Market Overview - The Shanghai Composite Index rose by 0.07% on December 23, with nine sectors experiencing gains, led by the power equipment and building materials sectors, which increased by 1.12% and 0.88% respectively [1] - The social services sector had the largest decline, falling by 2.07%, followed by the beauty care sector, which decreased by 1.65% [1] Capital Flow Analysis - The main capital outflow from the two markets totaled 44.851 billion yuan, with only four sectors seeing net inflows [1] - The power equipment sector led the net inflow with 3.793 billion yuan, while the basic chemicals sector saw a modest increase of 0.22% with a net inflow of 1.002 billion yuan [1] Social Services Sector Performance - The social services sector experienced a net outflow of 767 million yuan, with 80 stocks in the sector, of which only nine rose and one hit the daily limit [2] - The top three stocks with the highest net outflows included Caesar Travel with 207 million yuan, Songcheng Performance with 88.471 million yuan, and Changbai Mountain with 74.245 million yuan [2] Notable Stocks in Social Services Sector - C Tian Su led the net inflow in the social services sector with 284.163 million yuan, followed by Dou Shen Education and China Youth Travel with net inflows of 19.271 million yuan and 12.240 million yuan respectively [4] - The stocks with significant declines included Xi'an Catering down by 5.34%, and Changbai Mountain down by 3.57% [2][3]

Investment Rating - The report maintains a "Recommendation" rating for the consumer services industry, anticipating that the industry index will outperform the benchmark index by more than 5% in the next 3-6 months [42]. Core Insights - The official launch of the Hainan Free Trade Port's full island closure policy is expected to significantly boost the tourism and hotel sectors, leading to a surge in market expectations for Hainan tourism. There has been a substantial year-on-year increase in flight and hotel bookings for the New Year and Spring Festival holidays, particularly in Sanya, where the demand for cross-year travel is notably high. The hotel and tourism sectors have shown strong performance, leading the consumer services industry, reflecting positive market expectations for the long-term benefits of the closure policy [4][34]. - The report identifies several key investment opportunities, including hotels with balanced supply and demand, human resource services with clear industry trends, the duty-free sector benefiting from new policies, and internet platforms integrating online and offline operations [4]. Industry Basic Data - The consumer services industry consists of 55 listed companies with a total market capitalization of 498.804 billion yuan and a circulating market capitalization of 457.081 billion yuan [1]. Market Performance - The consumer services industry experienced a weekly increase of 2.66%, outperforming the overall A-share market, which saw a decline of 0.15%. The CSI 300 index also fell by 0.28%, while the consumer services index rose by 3.76% [7][24]. - The report highlights that the hotel sector saw a weekly increase of 2.70%, while the tourism and scenic areas sector increased by 3.42% [18]. Notable Announcements - Key announcements include a report from Beijing Human Resources showing a shareholding reduction by a major shareholder and a significant increase in revenue and net profit for China Education Holdings [30][32].