关于安徽九华山旅游发展股份有限公司 2024年第二次临时股东大会 之 九华旅游股东大会之法律意见书 上海天衍禾律师事务所 法律意见书 地址：中国上海市普陀区云岭东路89号长风国际大厦2006 电话：（021）-52830657 传 真 ：（ 021 ） -52895562 九华旅游股东大会之法律意见书 上海天衍禾律师事务所 关于安徽九华山旅游发展股份有限公司 2024年第二次临时股东大会之法律意见书 天律意2024第02773号 致：安徽九华山旅游发展股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国 证券法》（以下简称"《证券法》"）、《上市公司股东大会规则（2022年修订）》（以 下简称"《股东大会规则》"）等有关法律、法规和规范性文件以及《安徽九华山 旅游发展股份有限公司章程》（以下简称《公司章程》）的有关规定，上海天衍禾律 师事务所（以下简称"本所"）接受安徽九华山旅游发展股份有限公司（以下简称 "九华旅游"或"公司"）的委托，指派汪大联律师、姜利律师（以下简称"本所 律师"）出席见证于2024年11月19日召开的九华旅游2024年第二次临时股东大会 （以下简称"本 ...

关于召开 2024 年第三季度业绩说明会的公告 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。 安徽九华山旅游发展股份有限公司 重要内容提示： 投资者可于 2024 年 11 月 15 日(星期五) 至 11 月 21 日(星期四) 16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通 过公司邮箱 jhgf@jiuhuashan.cc 进行提问。公司将在说明会上对投 资者普遍关注的问题进行回答。 证券代码：603199 证券简称：九华旅游 公告编号：临 2024-029 三季度的经营成果及财务指标的具体情况与投资者进行互动交流和 沟通，在信息披露允许的范围内就投资者普遍关注的问题进行回答。 二、说明会召开的时间、地点 （一）会议召开时间：2024 年 11 月 22 日 上午 10:00-11:00 （二）会议召开地点：上证路演中心 （三）会议召开方式：上证路演中心网络互动 三、参加人员 董事长：高政权先生 安徽九华山旅游发展股份有限公司（以下简称"公司"）已于 2024 年 10 月 29 日发布公司 2024 ...

国元证券股份有限公司 关于 安徽九华山旅游发展股份有限公司 详式权益变动报告书 之 2024 年第三季度持续督导意见 暨持续督导总结报告 财务顾问 【主承 LOGO】 安徽省合肥市梅山路 18 号 二〇二四年十一月 财务顾问声明 2023 年 7 月 10 日，安徽九华山文旅康养集团有限公司（以下简称"文旅集 团"或"信息披露义务人"）与安徽省高新技术产业投资有限公司（以下简称" 省高新投"）签署了《关于<表决权委托协议>之解除协议》（以下简称"《解除 协议》"）。根据《解除协议》，文旅集团解除委托省高新投行使的安徽九华山 旅游发展股份有限公司（以下简称"九华旅游"或"上市公司"）13,425,466 股 股份所对应的表决权。本次表决权委托解除后，文旅集团在上市公司拥有的可支 配表决权股份占上市公司总股本的 32.63%。此外，《解除协议》约定协议应在经 双方法定代表人签字并加盖公章后成立，自有权国资主管部门（或单位）批准（ 或备案），并由协议双方共同书面确认后生效。2023 年 10 月 18 日，文旅集团 与省高新投分别签署了《关于确认<关于表决权委托协议之解除协议>生效的函》 ，确认《解除协议》正式生效 ...

Financial Performance - In Q3 2024, the company achieved operating revenue of 174 million CNY, a decrease of 4.15% year-on-year [2] - The net profit attributable to shareholders was 39.29 million CNY, down 2.85% year-on-year [2] - From January to September 2024, the company reported operating revenue of 569 million CNY, an increase of 1.31% year-on-year [2] - The net profit attributable to shareholders for the same period was 154 million CNY, up 1.18% year-on-year [2] Project Updates - The construction of the Lion Peak Scenic Area cableway project is progressing, with a total construction period of approximately 24 months [2] - The project has received necessary approvals from environmental and planning authorities [2] Business Structure and Future Plans - The company’s subsidiary, Jiuhua Mountain Dayuan Cultural Park, currently has no plans to transfer assets to the listed company [3] - The controlling shareholder has rebranded to better align with the development of a world-class leisure and wellness tourism destination [3] - The company aims to enhance its business operations by focusing on tourism resource integration, industry transformation, and brand development [4] Visitor Trends - The proportion of individual visitors has increased to over 80%, while group visitors have declined [4] - The company operates multiple travel agencies and has a strong competitive advantage in local tourism services [4] Marketing Strategies - The company is enhancing its marketing efforts during the off-peak season by leveraging local culture and winter tourism resources [5] - Strategies include improving online platforms, optimizing brand exposure, and utilizing new media for marketing [5] Transportation Developments - The S358 Qingyang to Hongshi road reconstruction is underway, which will improve access to Jiuhua Mountain [5] - This development is expected to facilitate increased tourist traffic to the area [5]

Investment Rating - The investment rating for Jiuhua Tourism (603199.SH) is "Accumulate" (maintained) [1] Core Views - The report indicates that the overall performance of Jiuhua Tourism is stable despite weather disruptions affecting visitor numbers. The company has slightly adjusted its full-year performance expectations but maintains an "Accumulate" rating. The revenue for Q3 2024 is reported at 569 million yuan, showing a year-on-year increase of 1.31%, with a net profit attributable to the parent company of 154 million yuan, also reflecting a year-on-year increase of 1.18% [1][2] Summary by Relevant Sections Financial Performance - Revenue (in million yuan): - 2022A: 332 - 2023A: 724 - 2024E: 738 - 2025E: 804 - 2026E: 873 - Year-on-year growth rates: - 2022A: -22% - 2023A: 118% - 2024E: 2% - 2025E: 9% - 2026E: 9% [1] Profitability Metrics - Net profit (in million yuan): - 2022A: -14 - 2023A: 175 - 2024E: 185 - 2025E: 212 - 2026E: 233 - Year-on-year growth rates: - 2022A: -123% - 2023A: 1,375% - 2024E: 6% - 2025E: 14% - 2026E: 10% [1] Earnings Per Share (EPS) - EPS (in yuan): - 2022A: -0.12 - 2023A: 1.58 - 2024E: 1.68 - 2025E: 1.92 - 2026E: 2.11 [1] Cash Flow and Valuation - Cash flow per share (in yuan): - 2022A: 0.44 - 2023A: 2.89 - 2024E: 1.95 - 2025E: 2.71 - 2026E: 2.98 - P/E ratios: - 2022A: -278.2 - 2023A: 21.8 - 2024E: 20.5 - 2025E: 17.9 - 2026E: 16.3 [1][2] Visitor Data - The number of visitors in Q3 2024 was reported at 2.51 million, with monthly visitor numbers showing stability despite lower absolute values compared to previous years. The report notes that the company is progressing well with new projects, including the Lion Peak cableway [1]

Investment Rating - The report maintains a "Recommended" rating for Jiuhua Tourism (603199.SH) with a target price of 34.80 CNY [3]. Core Views - Jiuhua Tourism's revenue for the first three quarters of 2024 reached 569 million CNY, a year-on-year increase of 1.31%, while the net profit attributable to shareholders was 154 million CNY, up 1.18% year-on-year [1]. - The third quarter of 2024 saw a revenue decline of 4.15% year-on-year to 174 million CNY, and a net profit decrease of 2.84% year-on-year to 39 million CNY, attributed to adverse weather conditions affecting tourist traffic [1]. - The company is focusing on the Lion Peak cable car project, expected to commence in December 2024 and be operational by November 2026, with a total investment of 326 million CNY [1]. - The "Ring Jiuhua Mountain Area" tourism development plan is progressing, aiming to enhance the tourism matrix centered around Jiuhua Mountain, with a total investment of 20.4 billion CNY and a target of over 15 million visitors by 2028 [1]. Financial Summary - For 2024, the projected revenue is 724 million CNY, with a growth rate of 117.9%, and the net profit is expected to be 175 million CNY, reflecting a growth rate of 1374.9% [2]. - The earnings per share (EPS) for 2024 is estimated at 1.58 CNY, with a price-to-earnings (PE) ratio of 22 [2]. - The report forecasts net profits of 177 million CNY in 2025 and 219 million CNY in 2026, with corresponding PE ratios of 22 and 18 [2].

Investment Rating - The report maintains a "Buy" rating for the company, with a target price of 42.89 yuan, down 5% from the previous target of 45.11 yuan [4] Core Views - The company's performance in 2024Q3 was slightly below expectations due to the impact of extreme weather, particularly typhoons, which pressured tourist traffic [3] - Revenue for 2024Q1-3 was 569 million yuan, up 1.31% YoY, with gross profit of 295 million yuan, up 2.77% YoY [3] - Net profit attributable to the parent company for 2024Q1-3 was 154 million yuan, up 1.19% YoY [3] - Single Q3 revenue was 174 million yuan, down 4.15% YoY, with gross profit of 81 million yuan, down 2.72% YoY [3] - The company's Lion Peak project is progressing as planned, with construction expected to start in December 2024 and completion in November 2026, which is expected to boost profits through additional cable car and hotel business [3] Financial Performance - The company's 2024Q3 gross margin was 46.33%, up 0.68% YoY [3] - Operating expenses for 2024Q3 increased by 0.85% YoY, with tax and surcharges, sales, management, and financial expense ratios rising by 0.63%, -0.19%, 0.34%, and 0.08% respectively [3] - Net profit margin for 2024Q3 was 22.59%, up 0.3% YoY [3] Industry and Market Context - The company's 52-week stock price range is between 24.67 yuan and 39.32 yuan, with a total market capitalization of 3.868 billion yuan [5] - The company's stock has shown a 36% increase over the past 12 months, outperforming the index by 27% [8] - The company's financial forecasts for 2024-2026 show expected revenue growth of 3.4%, 9.7%, and 7.9% respectively, with net profit growth of 4.0%, 12.6%, and 11.9% [9] Future Outlook - The report highlights the potential for improved traffic due to transportation infrastructure enhancements, such as the newly opened Chihuang High-Speed Rail, which could support future growth in passenger business [3] - The company's parking lot expansion is expected to increase passenger capacity, providing further support for growth in the transportation business [3]

Investment Rating - The report maintains a "Buy" rating for Jiuhua Tourism (603199) [4][6] Core Views - The company's third-quarter performance is under short-term pressure, but the opening of high-speed rail is expected to boost visitor traffic [4][5] - For the first three quarters of 2024, Jiuhua Tourism achieved operating revenue of 569 million yuan, a year-on-year increase of 1.31%, and a net profit attributable to shareholders of 154 million yuan, up 1.18% year-on-year [4][6] - The third quarter saw a decline in operating revenue to 174 million yuan, down 4.15% year-on-year, and a net profit of 39.29 million yuan, down 2.85% year-on-year [4][6] Financial Summary - The company reported a gross profit margin of 46.3% in the third quarter, an increase of 0.7 percentage points year-on-year [4] - The number of visitors to Jiuhua Mountain Scenic Area reached 7.988 million in the first three quarters, a year-on-year increase of 14.2%, with 2.512 million visitors in the third quarter, up 23.7% year-on-year [5] - The scenic area generated tourism revenue of 4.27 billion yuan in the third quarter, a year-on-year increase of 44%, with an average spending per visitor of 1,699 yuan, up 16.3% [5] - The company has ongoing projects, including the Jiuhua Mountain Traffic Conversion Center, which can accommodate 5,207 vehicles and handle over 5,000 visitors per hour during peak times [5][6] Growth Drivers - The opening of the high-speed rail and the expansion of Jiuhua Mountain Airport are expected to enhance the network effect and increase visitor traffic [6] - The operation of Wenzong Ancient Village, which began in 2023, aims to improve leisure and vacation reception capabilities [6] - The company is also advancing the construction of the Lion Peak cable car project, which is expected to enhance visitor conversion rates [6] Profit Forecast - The report slightly lowers the profit forecast for 2024-2026, expecting net profits of 184 million, 206 million, and 228 million yuan respectively [6][8] - The current stock price corresponds to a price-to-earnings ratio of 22, 20, and 18 times for the years 2024, 2025, and 2026 respectively [6][8]

Investment Rating - The investment rating for the company is "Buy (Maintain)" [6] Core Views - The company reported a slight decline in revenue for Q3 2024, with expectations for growth driven by the new Lion Peak project and strategic opportunities in the Dahuangshan area [3][4] - Q3 2024 revenue decreased by 4.15% year-on-year to 1.74 billion CNY, while net profit attributable to shareholders fell by 2.85% to 0.39 billion CNY [2][4] - The company is expected to achieve revenue growth from 7.5 billion CNY in 2024 to 8.9 billion CNY in 2026, with net profit increasing from 1.8 billion CNY to 2.4 billion CNY over the same period [4] Summary by Sections Financial Performance - For the first three quarters of 2024, the company achieved revenue of 5.69 billion CNY, a year-on-year increase of 1.31%, and a net profit of 1.54 billion CNY, up 1.18% year-on-year [1] - In Q3 2024, the gross margin improved by 0.7 percentage points to 46.3%, attributed to a decrease in low-margin travel agency business revenue [2] - The company maintained excellent cost control, with sales expenses decreasing by 7.5% year-on-year in Q3 [2] Project Developments - The Lion Peak cable car project, with an estimated total investment of 326 million CNY, is expected to generate an average annual revenue of 111 million CNY and a profit of approximately 49.97 million CNY over 15 years [3] - The rebranding of the controlling shareholder to better align with the Dahuangshan strategic opportunities indicates a focus on integrating into the cultural and tourism development of the Yangtze River Delta [3] Future Projections - The company forecasts revenue of 7.47 billion CNY for 2024, with a projected net profit of 180 million CNY, reflecting a growth rate of 3.3% year-on-year [5] - The expected earnings per share (EPS) for 2024 is 1.63 CNY, with a price-to-earnings (P/E) ratio of 22.6x [5][6]

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [1] Core Views - The company reported a revenue of 569 million yuan for the first three quarters of 2024, representing a year-on-year growth of 1.31%, and a net profit attributable to shareholders of 154 million yuan, up 1.18% year-on-year. The decline in performance during the third quarter was primarily due to weather disturbances, although the National Day holiday saw a recovery in visitor numbers [2][3] - The company is making significant progress on the Lion Peak project, which is expected to enhance the reception capacity of the scenic area. The transportation conversion center has been completed and is operational, providing 5,207 parking spaces and accommodating over 5,000 visitors per hour during peak times [3] - The company anticipates revenues of 773 million yuan, 852 million yuan, and 947 million yuan for 2024, 2025, and 2026 respectively, with net profits of 182 million yuan, 202 million yuan, and 225 million yuan for the same years. The corresponding price-to-earnings ratios are projected to be 22.5, 20.2, and 18.1 times [3] Financial Performance Summary - For the first three quarters of 2024, the company achieved a revenue of 569 million yuan, a 1.31% increase year-on-year, and a net profit of 154 million yuan, reflecting a 1.18% growth year-on-year [2] - The expected revenue growth rates for the upcoming years are 6.83% for 2024, 10.23% for 2025, and 11.12% for 2026 [5] - The projected net profit growth rates are 3.93% for 2024, 11.01% for 2025, and 11.81% for 2026 [5] - The company's earnings per share (EPS) are forecasted to be 1.64 yuan in 2024, 1.82 yuan in 2025, and 2.04 yuan in 2026 [5]