Stock Price Fluctuation Analysis - The independent financial advisor conducted a review of the stock price fluctuations of Guotour Cultural Investment Group Co., Ltd. (referred to as "Guotour United") prior to the announcement of the asset acquisition and fundraising transaction [1][2] - The stock of Guotour United (stock code: 600358.SH) was suspended from trading starting May 15, 2025, due to the planned transaction [1] - Over the 20 trading days leading up to the suspension, the stock price increased from 4.29 CNY to 4.73 CNY, representing a cumulative increase of 10.26% [1][2] - The Shanghai Composite Index rose by 5.12% during the same period, while the relevant consumer sector index increased by 7.15% [1] - After adjusting for market and industry factors, the stock price fluctuations were 5.14% and 3.11%, respectively, indicating no abnormal volatility [1][2] 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]

Core Viewpoint - The report outlines the independent financial advisory opinion regarding the acquisition of 100% equity in RunTian Industrial Co., Ltd. by GuoLv Cultural Investment Group Co., Ltd. through a combination of share issuance and cash payment, along with the associated fundraising and related party transactions [1][3][11]. Group 1: Transaction Overview - The transaction involves the issuance of shares and cash payment totaling 3,009 million yuan for the acquisition of RunTian Industrial Co., Ltd., which specializes in the production and sale of bottled drinking water [3][5]. - The transaction is structured to include a cash consideration of 902.7 million yuan and a share consideration of 2,106.3 million yuan [5][11]. - The fundraising aims to raise up to 1,200 million yuan, which will be used for repaying bank loans and supplementing working capital [7][9]. Group 2: Impact on Business Operations - The acquisition is expected to enhance the company's business scale and operational capabilities, particularly in the tourism product sector, by integrating high-quality local resources and improving brand value [11][15]. - The addition of the bottled water business is anticipated to fill a gap in the company's product offerings, thereby enhancing its competitiveness in the tourism consumption market [11][15]. Group 3: Financial Metrics and Projections - Post-transaction, the company's total assets are projected to increase significantly, with total assets expected to rise from 46.85 billion yuan to 226.49 billion yuan, reflecting a growth rate of 383.43% [14]. - The company's revenue is expected to grow from 11.59 billion yuan to 50.42 billion yuan, indicating a growth rate of 334.96% [14]. - The net profit projections for RunTian Industrial Co., Ltd. during the performance commitment period are set at 171 million yuan for 2025, 182.53 million yuan for 2026, and 194.3 million yuan for 2027 [19][20]. Group 4: Shareholding Structure Changes - The transaction will not alter the actual control of the company, which remains with the Jiangxi Provincial State-owned Assets Supervision and Administration Commission [12][15]. - The shareholding structure will change, with Jiangxi Maitong expected to hold 28.86% of the company post-transaction, while the total share capital will increase significantly [12][13]. Group 5: Compliance and Governance - The company has committed to ensuring compliance with all relevant laws and regulations throughout the transaction process, including the appointment of independent financial and legal advisors [2][17]. - Measures are in place to protect minority shareholders, including fair pricing for the asset acquisition and strict adherence to information disclosure obligations [17][18].

华泰联合证券有限责任公司 关于国旅文化投资集团股份有限公司 本次交易摊薄即期回报影响的情况及采取填补回报措施之 专项核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"、"本公司"）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江西润田实业股份有限公司（以下简称"标的 公司"）100%股份并募集配套资金暨关联交易（以下简称"本次重组"）的独立 财务顾问，根据《国务院办公厅关于进一步加强资本市场中小投资者合法权益保 护工作的意见》（国办发〔2013〕110 号）、《国务院关于进一步促进资本市场健 康发展的若干意见》 本次重组完成后，为降低上市公司即期回报未来被摊薄的风险，上市公司将 继续完善公司治理结构，健全内部控制体系，优化内部管理，提升公司的盈利能 力，并积极采取相关措施努力提升每股收益，保护中小股东权益。上市公司拟采 取以下具体措施，以降低本次重组可能摊薄公司即期回报的影响： （一）加快完成对标的公司的整合，尽快实现标的公司的预期效益 本次重组完成后，上市公司将加快对标的公司的整合，充分调动标的公司各 方面资源，及时、高效完成标的公司 ...

Core Viewpoint - The legal opinion letter from Grandall Law Firm (Shanghai) outlines the legal framework and details regarding the share issuance and cash payment for acquiring 100% of the shares of Run Tian Industrial Co., Ltd. by Guo Lv Cultural Investment Group Co., Ltd. This transaction also includes the plan to raise supporting funds through a share issuance to specific investors. Group 1: Transaction Overview - The overall transaction consists of two parts: issuing shares and paying cash to acquire assets, and raising supporting funds [6] - The company plans to issue shares and pay cash to acquire 100% of Run Tian Industrial's shares from Jiangxi Maitong, Run Tian Investment, and Jin Kai Capital [6][10] Group 2: Share Issuance Details - The shares to be issued are ordinary shares (A shares) with a par value of RMB 1.00, listed on the Shanghai Stock Exchange [6] - The pricing benchmark date for the share issuance is set for the date of the board's resolution, with the issuance price being no less than 80% of the average trading price over the previous 20, 60, or 120 trading days [6][7] - The agreed issuance price is RMB 3.20 per share, which complies with the regulatory requirements [7] Group 3: Transaction Valuation - The total assessed value of Run Tian Industrial's equity is RMB 3,009 million, based on the income approach [9][10] - The transaction price for the 100% equity of Run Tian Industrial is set at RMB 3,009 million, with specific allocations for each shareholder [10] Group 4: Performance Commitments - The performance commitment period is set for three consecutive fiscal years following the completion of the transaction, with specific profit targets outlined [13] - If the actual net profit does not meet the committed targets, the performance commitment parties are obligated to compensate the company [14][15] Group 5: Fundraising Plan - The company plans to issue shares to specific investors to raise supporting funds, with the same share type and listing location as the acquisition shares [19] - The pricing for the fundraising shares will also adhere to the same regulatory pricing principles as the acquisition shares [19]

Group 1 - The core viewpoint of the document is that Huatai United Securities has conducted an independent financial advisory review for Guotour Cultural Investment Group Co., Ltd. regarding its asset purchase and sale activities in the twelve months prior to the current transaction [1][2] - According to the regulations, if a listed company continuously purchases or sells the same or related assets within twelve months, the cumulative amounts should be calculated accordingly [1] - The review concluded that there were no asset purchase or sale transactions related to the current transaction in the twelve months prior, and thus no cumulative calculation is required [2]

Summary of Key Points Core Viewpoint The company, Guolv Cultural Investment Group Co., Ltd., is planning to acquire 100% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors. This transaction aims to enhance the company's business scale and operational capabilities in the beverage sector, particularly in bottled water production. Group 1: Transaction Overview - The transaction involves issuing shares and cash to acquire 100% of Jiangxi Runtian Industrial Co., Ltd. and raising supporting funds not exceeding 120,000 million yuan [9][13] - The total transaction price for the acquisition is set at 300,900 million yuan [9][10] - The main business of the target company is the production and sale of packaged drinking water, classified under the beverage manufacturing industry [9][10] Group 2: Financial Impact - The transaction is expected to significantly increase the company's total assets, net assets, operating income, and net profit, while reducing the asset-liability ratio, thereby enhancing the company's risk resistance and profitability [15][18] - The estimated increase in total assets is from 46,850.02 million yuan to 226,487.31 million yuan, representing a 383.43% increase [18] - The projected operating income will rise from 11,591.81 million yuan to 50,420.04 million yuan, indicating a 334.96% increase [18] Group 3: Shareholding Structure - Post-transaction, Jiangxi Maitong will hold 28.86% of the company's shares, becoming the controlling shareholder, while the actual controller remains the Jiangxi Provincial State-owned Assets Supervision and Administration Commission [16][19] - The shareholding structure will change significantly, with the total number of shares increasing from 504,936,660 to 1,163,155,409 [16][19] Group 4: Strategic Implications - The acquisition aligns with the company's strategic focus on enhancing its tourism product offerings and leveraging local resources to create a competitive advantage in the beverage market [15] - The transaction is seen as a crucial step in filling the gap in the company's product portfolio, particularly in self-branded consumer products [15] Group 5: Regulatory Compliance - The transaction has undergone necessary decision-making processes and approvals, including the principle agreement from the controlling shareholders [19][20] - The company has engaged independent financial and legal advisors to ensure compliance with relevant regulations and to protect the interests of minority investors [20]

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].