国旅文化投资集团股份有限公司 简式权益变动报告书 上市公司名称：国旅文化投资集团股份有限公司 上市地点：上海证券交易所 股票简称：ST 联合 股票代码：600358 信息披露义务人：南昌金开资本管理有限公司 住所：江西省南昌市南昌经济技术开发区榴云路商业街 A 栋 311 室 通讯地址：江西省南昌市新建区河下路 99 号金赣服务中心 3 号楼南昌经开产业控股集 团有限公司 4 层 权益变动性质：增加（以资产认购上市公司发行的股份） 一、信息披露义务人依据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司收购管理办法》《公开发行证券的公司信息披露内容与格式准则第 15 号—权益 变动报告书》及相关法律、法规和规范性文件编写本报告书。 二、信息披露义务人签署本报告书已获得必要的授权和批准，其履行亦不违反信息 披露义务人公司章程或内部规则中的任何条款，或与之相冲突。 签署日期：二零二五年八月 信息披露义务人声明 三、依据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司收购管 理办法》及《公开发行证券的公司信息披露内容与格式准则第 15 号—权益变动报告书》 的规定，本报告书已全面披露信息披露义务 ...

"上市公司" ）召开董事会 2025 年第九次临时会议，审议通过了《关于本次重大 资产重组方案的议案》及《关于 <国旅文化投资集团股份有限公司发行股份及支> 付现金购买资产并募集配套资金暨关联交易报告书（草案）>及其摘要的议案》 等相关议案。公司拟以发行股份及支付现金的方式向江西迈通健康饮品开发有限 公司（以下简称"江西迈通"）、江西润田投资管理有限公司（以下简称"润田投 资"）、南昌金开资本管理有限公司（以下简称"金开资本"）购买江西润田实业 股份有限公司（以下简称"润田实业"）100.00%股份并募集配套资金（以下简称 "本次交易"） （一）发行股份购买资产 公司拟通过发行股份及支付现金的方式向江西迈通、润田投资、金开资本购 买润田实业 100.00%股份，交易价格以符合《中华人民共和国证券法》规定的资 产评估机构出具并经江西省长天旅游集团有限公司备案的评估报告的评估结果 为基础，由交易各方协商确定，最终确定的交易价格（不含募集配套资金金额） 为 300,900.00 万元。 本次交易对价的支付方式具体如下： 证券代码：600358 证券简称：ST 联合 公告编号：2025-临 074 国旅文化投资集团股 ...

Core Viewpoint - The acquisition of 51% of Jiangxi Runtian Industrial Co., Ltd. by Guotour Cultural Investment Group Co., Ltd. aims to enhance the company's competitiveness in the tourism consumption sector and improve its financial performance through the integration of quality assets in the packaged drinking water industry [10][11]. Group 1: Acquisition Details - The acquisition involves issuing shares and cash payments, with 70% of the payment in shares and 30% in cash [10]. - The acquisition is subject to approval from the shareholders' meeting, the Shanghai Stock Exchange, and the China Securities Regulatory Commission [10][12]. - The acquisition is expected to be completed after obtaining the necessary approvals, which may have uncertain timelines [10][12]. Group 2: Financial Overview of Jiangxi Maitong - Jiangxi Maitong's total assets as of December 31, 2024, are projected to be approximately 1.1 billion yuan, with owner equity of about 1.02 billion yuan [3]. - The company has reported a net profit of approximately 32.98 million yuan for 2024, with a net asset return rate of 3.22% [3][4]. - The asset-liability ratio is low at 6.75%, indicating a strong financial position [4]. Group 3: Financial Overview of Jiangxi Tourism Group - Jiangxi Tourism Group's total assets are projected to reach approximately 157.11 billion yuan by December 31, 2024, with owner equity of about 2.15 billion yuan [6]. - The company has reported a net loss of approximately 514.43 million yuan for 2024, with a negative net asset return rate of -23.88% [6]. - The asset-liability ratio stands at 86.29%, indicating a high level of debt [6]. Group 4: Strategic Objectives of the Acquisition - The acquisition aims to enhance the company's product ecosystem and improve its market competitiveness by integrating Runtian's quality assets [10][11]. - It is expected to significantly improve the company's profitability and investment value, maximizing shareholder interests [11]. - The transaction aligns with national and provincial government initiatives for state-owned enterprise reform and asset securitization [11]. Group 5: Stakeholder Information - Jiangxi Maitong is primarily controlled by Jiangxi Jianyin Tourism Industry Development Investment Center, with a 97.09% stake [2]. - Jiangxi Tourism Group is fully owned by Jiangxi Longtian Tourism Group, which is also controlled by the Jiangxi Provincial State-owned Assets Supervision and Administration Commission [3][6]. - Nanchang Jianglv Asset Management Co., Ltd. is another stakeholder, with a 90% stake held by Jiangxi Longtian Tourism Group [7].

Core Viewpoint - The company is seeking shareholder approval for Jiangxi Maitong Health Beverage Development Co., Ltd. and its concerted actions to be exempt from making a mandatory tender offer following a share issuance and cash payment transaction [1][2]. Group 1: Shareholding and Transaction Details - As of April 30, 2025, the controlling shareholder, Jiangxi Provincial Tourism Group Co., Ltd. (Jiangxi Group), and its concerted party, Nanchang Jiangxi Asset Management Co., Ltd., collectively hold 24.30% of the company's shares [1]. - The company plans to acquire 100% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payments to Jiangxi Maitong, Jiangxi Runtian Investment Management Co., Ltd., and Nanchang Jinkai Capital Management Co., Ltd. [1]. - Jiangxi Maitong, a wholly-owned subsidiary controlled by Jiangxi Group, will subscribe for shares issued by the company as part of this transaction [1]. Group 2: Regulatory Compliance and Shareholder Approval - According to Article 63, Clause 1, Item (3) of the "Measures for the Administration of the Acquisition of Listed Companies," investors can be exempt from making a tender offer if they acquire new shares that exceed 30% of the company's issued shares, provided they commit not to transfer these shares for three years and receive approval from the shareholder meeting [2]. - Jiangxi Maitong has committed not to transfer the newly issued shares for 36 months, and the board of directors is requesting shareholder approval for the exemption from the tender offer requirement [2]. - The proposal will be submitted to the company's shareholder meeting for approval, requiring a two-thirds majority vote from non-related shareholders present at the meeting [2].

Group 1 - The company will hold its fourth extraordinary general meeting of shareholders on September 10, 2025, at 14:30 in Nanchang, Jiangxi Province [1][2] - The voting will be conducted through a combination of on-site and online voting using the Shanghai Stock Exchange's shareholder meeting voting system [2][3] - The online voting period is set for September 10, 2025, with specific time slots for trading system voting and internet platform voting [1][3] Group 2 - The agenda for the meeting includes various proposals, such as the draft report on related party transactions and asset evaluation reports [2][6] - Shareholders must register to attend the meeting, with specific requirements for both individual and institutional shareholders [4][5] - The company emphasizes that no gifts will be distributed to attendees, and all expenses related to travel and accommodation will be borne by the shareholders themselves [5]

Core Viewpoint - The special legal opinion from Grandall Law Firm (Shanghai) regarding the abnormal performance of Guotour Cultural Investment Group Co., Ltd. before its major asset restructuring indicates that the company has complied with relevant commitments and legal requirements, and there are no significant irregularities in its operations or financial disclosures [1][2][3]. Group 1: Performance and Commitments - The company has made commitments since Jiangxi Tourism Group became its controlling shareholder, and these commitments have been fulfilled or are in progress, with no irregularities noted [19]. - Historical acquisition transactions have shown that the counterparty, Yihui Investment, failed to meet performance commitments for the years 2020, 2021, and 2022, resulting in compensation obligations totaling approximately 37.004 million yuan [8][9]. - The company has initiated legal proceedings to recover outstanding performance compensation from Yihui Investment, with recent court rulings favoring the company [9][10]. Group 2: Compliance and Regulatory Issues - The company has not engaged in any violations regarding fund occupation or external guarantees in the past three years, as confirmed by various audit reports [11][12]. - There have been no significant administrative or criminal penalties against the company or its key personnel in the last three years, and no ongoing investigations by judicial or regulatory authorities [15][19]. - The company received a warning from the Shanghai Stock Exchange in June 2023 due to previous accounting errors, but this does not constitute a major administrative penalty [15][19]. Group 3: Financial Reporting and Adjustments - The company misclassified performance compensation in its financial statements for 2019 and 2020, leading to a minor penalty from the China Securities Regulatory Commission, which has since been rectified [13][14]. - The adjustments made to the financial data have improved the accuracy of the company's reporting and compliance with regulatory standards [15].

Core Viewpoint - The company is undergoing a major asset restructuring by acquiring 100% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][2] Summary by Relevant Sections Stock Price Fluctuation - The company's stock (ST United, stock code: 600358.SH) was suspended from trading starting May 15, 2025, due to the planned acquisition and fundraising [1] - Over the 20 trading days prior to the suspension, the stock price increased from 4.29 CNY to 4.73 CNY, representing a cumulative increase of 10.26% [1] - During the same period, the Shanghai Composite Index rose by 5.12%, and the Consumer Discretionary Index increased by 7.15% [1] - After adjusting for market and industry factors, the stock's price fluctuation did not exceed 20%, indicating no abnormal volatility [1] Confidentiality Measures - The company has established strict confidentiality protocols in compliance with legal and regulatory requirements, ensuring sensitive information is limited to a defined audience [2] - The company has adhered to its obligations to maintain confidentiality prior to the legal disclosure of the transaction [2]

Group 1 - The core point of the article is that ST United (SH 600358) held its ninth temporary board meeting on August 25, 2025, to review important documents related to its restructuring, including audit reports and asset evaluation reports [1] - For the year 2024, ST United's revenue composition is as follows: Internet advertising accounts for 78.61%, e-commerce business for 13.92%, tourism and food services for 7.38%, and other businesses for 0.09% [1] - As of the report date, ST United has a market capitalization of 3 billion yuan [1]

Core Viewpoint - The acquisition of Jiangxi Runtian Industrial Co., Ltd. by Guolv Cultural Investment Group Co., Ltd. is a strategic move aimed at enhancing the quality of listed companies, optimizing resource allocation, and promoting economic transformation in China [1][2]. Group 1: Transaction Details - Guolv plans to acquire 100% of Jiangxi Runtian for a total transaction price of 3.009 billion yuan, with an additional fundraising of up to 1.2 billion yuan through a share issuance to specific investors [1][2]. - After the transaction, Jiangxi Maitong will become the controlling shareholder of Guolv, while the Jiangxi Provincial State-owned Assets Supervision and Administration Commission will remain the actual controller [2][4]. Group 2: Strategic Importance - The Runtian brand will become a significant asset for Guolv, enhancing its brand competitiveness in the tourism consumption sector and contributing to the development of Jiangxi as a "strong tourism province" [2][3]. - Guolv aims to leverage Runtian's resources to create a tourism product industry chain that highlights Jiangxi's unique offerings, thereby increasing its market influence and competitiveness in the tourism goods sector [3][7]. Group 3: Asset Quality and Market Position - Runtian is recognized as a leading player in China's beverage industry, particularly in the packaged drinking water segment, with its brands enjoying strong recognition and reputation [5][6]. - Runtian's product range includes various bottle sizes and types, catering to diverse consumer needs, and it has implemented competitive pricing strategies to maintain market advantages [6][5]. - The financial performance of Runtian has shown significant growth, with projected revenues of 1.15 billion yuan and 1.26 billion yuan for 2023 and 2024, respectively, alongside net profits of 147 million yuan and 177 million yuan [6].

任何上市公司重大资产重组情形的说明 国旅文化投资集团股份有限公司董事会 关于本次交易相关主体不存在不得参与 特此说明。 国旅文化投资集团股份有限公司董事会 2025 年 8 月 25 日 1 国旅文化投资集团股份有限公司（以下简称"公司"或"上市公司"）拟以 发行股份及支付现金的方式购买江西润田实业股份有限公司（以下简称"润田实 业"或"标的公司"）100%股份并募集配套资金（以下简称"本次交易"或"本 次重组"）。 公司董事会就本次交易相关主体是否存在依据《上市公司监管指引第 7 号— —上市公司重大资产重组相关股票异常交易监管》第十二条或《上海证券交易所 上市公司自律监管指引第 6 号——重大资产重组》第三十条不得参与任何上市公 司重大资产重组的情形说明如下： 经审慎核查与判断，公司董事会认为：截至本说明出具日，本次交易相关主 体均不存在因涉嫌本次重组相关的内幕交易被立案调查或者立案侦查的情形，亦 不存在最近 36 个月内因涉嫌与重大资产重组相关的内幕交易被中国证监会作出 行政处罚或者司法机关依法追究刑事责任之情形，不存在《上市公司监管指引第 7 号——上市公司重大资产重组相关股票异常交易监管》第十二条及 ...