Core Viewpoint - The report outlines the equity change of Guolv Cultural Investment Group Co., Ltd. (ST Lianhe), indicating that Jiangxi Runtian Investment Management Co., Ltd. will increase its stake in the company by acquiring shares through asset subscription [1][2]. Group 1: Equity Change Details - Jiangxi Runtian Investment will acquire 24.7% of Jiangxi Runtian Industrial Co., Ltd. and will hold 162,580,031 shares in ST Lianhe after the transaction, representing 13.98% of the total shares [7][8]. - The total transaction price for the acquisition is set at 743.223 million yuan, with 520.256 million yuan paid in shares and 222.967 million yuan in cash [12][16]. - The transaction is subject to several approvals, including from state-owned asset regulatory authorities and the shareholders' meeting of the listed company [2][14]. Group 2: Financial and Operational Information - Jiangxi Runtian Industrial Co., Ltd. reported total assets of 1.635 billion yuan and total liabilities of 427.976 million yuan as of December 31, 2024, indicating a strong equity position [16]. - The company generated operating revenue of 1.260 billion yuan in 2024, with a net profit of 175.675 million yuan, reflecting a growth compared to the previous year [16][17]. - The valuation of Jiangxi Runtian Industrial was assessed at 3.009 billion yuan, with a premium rate of 153.83% based on the income approach [17].

Core Viewpoint - The company is planning a major asset restructuring by acquiring 100% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payments, while also raising matching funds from specific investors [2][3][28]. Group 1: Board Meeting and Resolutions - The board meeting was held on August 25, 2025, with all seven directors present, and the resolutions passed were in compliance with relevant laws and regulations [1]. - The board approved the proposal regarding the restructuring's compliance with legal requirements, which will be submitted to the shareholders' meeting for further approval [2][3]. Group 2: Transaction Structure - The transaction involves issuing shares and cash payments to acquire 100% of Jiangxi Runtian Industrial, with the issuance of shares being a prerequisite for raising matching funds [3][4]. - The shares to be issued are ordinary shares (A shares) with a par value of RMB 1.00, listed on the Shanghai Stock Exchange [3][4]. Group 3: Pricing and Valuation - The pricing for the share issuance is set at RMB 3.20 per share, which is above the 80% threshold of the average trading price over the last 60 trading days [4][5]. - The total assessed value of Jiangxi Runtian Industrial's equity is RMB 3,009 million, based on evaluations conducted using both market and income approaches [7][9]. Group 4: Payment Structure - The payment structure includes cash payments and share issuance to the shareholders of Jiangxi Runtian Industrial, with specific amounts allocated to each shareholder based on their ownership percentages [8][9]. - The total cash payment amounts to RMB 902.7 million, which constitutes 75.23% of the total funds raised [25][26]. Group 5: Lock-up Period and Performance Commitments - The shareholders receiving shares from the transaction are subject to lock-up periods, with Jiangxi Maitong committing to a 36-month lock-up and other parties to a 12-month lock-up [10][11]. - Performance commitments are established for the acquired company, with specific profit targets set for the years following the transaction [16][21]. Group 6: Fundraising and Use of Proceeds - The company plans to raise up to RMB 1,200 million through the issuance of shares to specific investors, with the proceeds primarily used for cash payments related to the acquisition and to repay bank loans [25][26]. - The fundraising will not exceed 100% of the transaction price for the asset acquisition, and the total number of shares issued will not exceed 30% of the company's total share capital post-transaction [24][25]. Group 7: Regulatory Compliance and Reporting - The restructuring is classified as a major asset restructuring but does not constitute a restructuring listing, ensuring compliance with regulatory requirements [28]. - The company has prepared relevant reports and agreements to ensure transparency and adherence to legal standards throughout the transaction process [29][30].

Core Viewpoint - The independent financial advisor, Guosheng Securities, conducted a special review regarding the impact of the transaction on the immediate return dilution for Guolv Cultural Investment Group Co., Ltd. and proposed measures to mitigate this dilution risk [3][6]. Financial Impact of the Restructuring - The basic earnings per share (EPS) for the listed company are projected to be -0.13 CNY/share for 2024 and -0.03 CNY/share for the first four months of 2025. Post-transaction, the expected EPS will improve to 0.10 CNY/share for 2024 and 0.04 CNY/share for early 2025, indicating an increase in net profit attributable to shareholders [3][4]. Measures to Mitigate Return Dilution - The company plans to enhance its governance structure and internal control systems to improve profitability and protect minority shareholders' interests. Specific measures include: - Accelerating the integration of the target company to achieve expected benefits [4]. - Continuously improving corporate governance to enhance operational efficiency [4]. - Refining profit distribution policies to maintain shareholder interests while ensuring sustainable development [5]. Commitments from Major Stakeholders - The controlling shareholders and senior management have made commitments to ensure the implementation of measures to mitigate return dilution. These commitments include: - Not interfering with the company's management or infringing on its interests [6]. - Ensuring that their actions align with the company's return measures and accepting legal responsibility for any violations [6]. - Linking compensation and incentive policies to the execution of return measures [6]. Verification Opinion - The independent financial advisor concluded that the analysis of the immediate return dilution is reasonable and that the restructuring is not expected to result in such dilution. The commitments made by stakeholders align with regulatory requirements aimed at protecting minority investors' rights [6].

Core Viewpoint - The restructuring of Guolv Culture Investment Group Co., Ltd. does not constitute a major asset restructuring as defined by the relevant regulations, specifically Article 13 of the Major Asset Restructuring Management Measures for Listed Companies [1] Group 1: Restructuring Details - The controlling shareholder of the listed company before the restructuring was Jiangxi Tourism Group Co., Ltd. [1] - After the restructuring, the controlling shareholder will be Jiangxi Maitong Health Beverage Development Co., Ltd., which is controlled by Jiangxi Tourism Group [1] - The actual controller of the listed company remains the Jiangxi Provincial State-owned Assets Supervision and Administration Commission, indicating no change in control of the listed company [1] Group 2: Regulatory Compliance - The actual controller of the listed company has not changed in the past thirty-six months prior to the restructuring [1] - Therefore, the restructuring does not meet the criteria for a restructuring listing as per the specified regulations [1]

Group 1 - The article discusses the stock price fluctuation of Guolv Cultural Investment Group Co., Ltd. prior to the announcement of a significant asset restructuring transaction [3][4] - The stock of Guolv Cultural Investment (ST United, stock code: 600358.SH) was suspended from trading starting May 15, 2025, due to the planned issuance of shares and cash payment for asset acquisition [3] - Over the 20 trading days before the suspension, the stock price increased by 10.26%, while the Shanghai Composite Index rose by 5.12% [3][4] Group 2 - The independent financial advisor conducted a review and found that the stock price did not exhibit abnormal fluctuations during the 20 trading days prior to the suspension [4] - After excluding the impact of the broader market and industry factors, the stock price's adjusted increases were 5.14% and 3.11%, respectively, both below the 20% threshold [4] - The company has implemented strict confidentiality measures regarding sensitive information related to the transaction [4]

Group 1 - The article discusses the independent financial advisory opinion regarding the insider information registrant system of Guolv Cultural Investment Group Co., Ltd. (Guolv United) [3][4] - The company has established the insider information registrant system in accordance with relevant laws and regulations, including the Securities Law of the People's Republic of China and the Management Measures for Information Disclosure of Listed Companies [3] - During the planning of the transaction, the company implemented necessary confidentiality measures and limited the knowledge of sensitive information to relevant parties [3][4] Group 2 - The company registered the insider information registrants involved in the transaction and reported the list to the Shanghai Stock Exchange in a timely manner [3] - A memorandum documenting the transaction's progress, including discussions, communications, and participant details, was created and filed with the Shanghai Stock Exchange [3] - The independent financial advisor concluded that the company complied with the legal and regulatory requirements regarding the insider information registrant system [4]

国盛证券有限责任公司 关于本次交易符合《关于加强证券公司在投资银行类业务中 聘请第三方等廉洁从业风险防控的意见》 的相关规定之核查意见 国盛证券有限责任公司（以下简称"国盛证券"、 "本公司"、 "本独立财务顾 问"）接受国旅文化投资集团股份有限公司（以下简称"国旅联合"、 "上市公司"） 委托，担任本次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（以下 简称"本次重组"、"本次交易"）的独立财务顾问，按照中国证监会《关于加强 证券公司在投资银行类业务中聘请第三方等廉洁从业风险防控的意见》（〔2018〕 人（以下简称"第三方"）的行为进行核查并发表如下意见： 一、独立财务顾问有偿聘请第三方的核查 经核查，在本次交易中，本独立财务顾问不存在直接或间接有偿聘请第三方 的行为，符合《关于加强证券公司在投资银行类业务中聘请第三方等廉洁从业风 险防控的意见》的相关规定。 考财务报告审阅机构； 上市公司已与上述中介机构签订了有偿聘请协议，本次聘请行为合法合规， 符合《关于加强证券公司在投资银行类业务中聘请第三方等廉洁从业风险防控的 意见》 （证监会公告〔2018〕22 号）规定。除上述情况外，上市公司不存在其他 直 ...

Group 1 - The core viewpoint of the article is that Huatai United Securities has conducted a compliance review regarding the hiring of third-party institutions or individuals by Guolv Cultural Investment Group Co., Ltd. in the context of its asset acquisition and fundraising transaction [1][2] - Huatai United Securities confirms that it did not engage in any direct or indirect paid hiring of third parties in this transaction, aligning with the regulations set forth by the China Securities Regulatory Commission [1] - The review also indicates that Guolv Cultural Investment Group has legally and compliantly hired third-party institutions for the transaction, including independent financial advisors and financial report review agencies, with signed paid hiring agreements [2]

Core Viewpoint - The restructuring of Guolv Culture Investment Group Co., Ltd. does not constitute a major asset restructuring as defined by Article 13 of the Major Asset Restructuring Management Measures for Listed Companies [1] Group 1 - The controlling shareholder of the listed company before the restructuring was Jiangxi Tourism Group Co., Ltd. [1] - After the restructuring, the controlling shareholder will be Jiangxi Maitong Health Beverage Development Co., Ltd., which is controlled by Jiangxi Tourism Group [1] - The actual controller of the listed company remains the Jiangxi Provincial State-owned Assets Supervision and Administration Commission, indicating no change in control of the listed company [1] Group 2 - There has been no change in the actual controller of the listed company within the thirty-six months prior to the transaction [1] - Therefore, the restructuring does not meet the criteria for a restructuring listing as per the relevant regulations [1]

Core Viewpoint - The independent financial advisor, Guosheng Securities, has confirmed that there were no asset purchase or sale transactions related to the current transaction by Guolv Cultural Investment Group Co., Ltd. in the twelve months prior to the transaction [3][4]. Summary by Relevant Sections - **Transaction Overview** - Guolv Cultural Investment Group Co., Ltd. is undergoing a transaction involving the issuance of shares and cash payment for asset acquisition, along with fundraising for related transactions [3]. - **Regulatory Framework** - The review is conducted in accordance with the "Measures for the Administration of Major Asset Restructuring of Listed Companies," specifically Article 14, which outlines the cumulative calculation of asset transactions within a twelve-month period [3]. - **Findings** - The independent financial advisor has concluded that there were no relevant asset transactions in the twelve months preceding the current transaction, thus no cumulative calculation is required [4].