你 司 发 来 的《关于 国 旅 联 合 股 票 交 易 异 常 波 动 的 询 问 间 函》(以下简称《询问函》)已收悉,经本公司自查及询问实 际控制人江西省国有资产监督管理委员会,现就《询问函》 回复如下: 截至今日,除贵司已披露的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100%股份并募集配套资 金的信息外,本公司及江西省国有资产监督管理委员会不 存在与你司有关的应披露而未披露的重大信息,包括但不限 于重大资产重组、股份发行、重大交易类事项、业务重组、 股份回购、股权激励、破产重整、重大业务合作、引进战略 投资者等重大事项。在本次国旅联合股票交易异常波动期 间,我司及实际控制人不存在买卖你司股票的情况。 特此回复。 八云 江西省旅游集团股份有限公司 关于《关于国旅联合股票交易异常波动的询 问函》的回复 国旅文化投资集团股份有限公司: ...

Core Viewpoint - The company, Guolv Cultural Investment Group Co., Ltd., is involved in legal proceedings against Beijing Badaling Wildlife World Co., Ltd. regarding alleged procedural violations in shareholder meetings and decisions related to capital reduction and amendments to the company’s articles of association [2][3][4]. Group 1: Case Details - The company has received notifications from the Beijing Yanqing District People's Court regarding two cases, with case numbers (2025) Jing 0119 Min Chu 4071 and (2025) Jing 0119 Min Chu 4072 [2]. - The plaintiff, Guolv Cultural Investment Group, claims that the defendant made significant procedural violations during a shareholder meeting held on March 25, 2025, which included a capital reduction and amendments to the company’s articles of association [3][5]. - The plaintiff holds a 12% stake in the defendant company, which was diluted to 1.41% following the alleged illegal capital increase [12]. Group 2: Legal Claims - The plaintiff requests the court to annul the shareholder resolution made on February 28, 2025, and to declare certain resolutions regarding capital reduction and amendments to the articles of association as invalid [8][13]. - The plaintiff also seeks a judgment requiring the defendant to apply for the cancellation of the capital change registration and amendments to the articles of association with the market supervision authority [14]. - The plaintiff asserts that the defendant's actions have severely infringed upon the rights of minority shareholders, including the right to be informed and to participate in decision-making processes [7][12]. Group 3: Impact on the Company - The company currently cannot assess the impact of these legal proceedings on its profits, as the cases have not yet gone to trial [14]. - The company will provide timely updates on the progress of these matters to keep investors informed [14].

Core Viewpoint - The lawsuit initiated by ST United against Beijing Badaling Wildlife World highlights significant legal disputes regarding capital reduction and shareholder rights within the company [1][3][4]. Group 1: Legal Disputes - ST United has filed a lawsuit against Beijing Badaling Wildlife World and four other companies, citing major procedural violations in the capital reduction and shareholder decisions [1][3]. - The company claims that the decisions made during the shareholder meeting regarding capital reduction and changes to the company charter were not communicated to ST United, violating legal and procedural norms [5][6]. Group 2: Financial and Operational Concerns - Beijing Badaling Wildlife World has faced financial difficulties, leading to a significant reduction in registered capital from 29.8 million yuan to 25.33 million yuan, followed by an increase to 25.447 million yuan, which diluted ST United's stake to 1.41% [4][5]. - The company has been restricted by the Beijing First Intermediate People's Court due to a failure to fulfill a debt obligation amounting to 2.0527 million yuan, indicating ongoing financial instability [6]. Group 3: Shareholder Dynamics - The original shareholders of Beijing Badaling Wildlife World included ST United and other entities, with Qinlong International holding over 50% of the shares, making it the original controlling shareholder [4]. - The introduction of a new shareholder, Runlin Tourism, which acquired a 90.05% stake, has raised concerns among existing shareholders about the dilution of their rights and interests [5][6].

Core Viewpoint - The company, Guolv Cultural Investment Group Co., Ltd., has initiated a lawsuit against Beijing Badaling Wildlife World Co., Ltd. regarding procedural violations in a shareholders' meeting and decisions made that allegedly infringe upon the rights of minority shareholders [2][6][10]. Group 1: Lawsuit Details - The lawsuit has been officially accepted by the court, with the company acting as the plaintiff [2]. - The case involves allegations of significant procedural violations during a shareholders' meeting, including failure to notify all shareholders and improper decision-making processes [3][9]. - The plaintiff holds a 12% stake in the defendant company, which has been diluted to 1.41% due to unauthorized capital increases [10]. Group 2: Legal Violations - The shareholder meeting's resolutions regarding capital reduction and amendments to the company’s articles of association are claimed to be invalid due to non-compliance with the Company Law and the company's own regulations [4][5]. - The resolutions included a directed capital reduction that allegedly violates legal stipulations requiring proportional reductions among shareholders [4][6]. - Amendments to the articles of association that lower the threshold for calling temporary meetings are also contested as they infringe upon the rights of minority shareholders [5][6]. Group 3: Company Impact - The company currently cannot assess the impact of the lawsuit on its profits as the case has not yet gone to trial [11]. - The company will provide updates on the situation as it progresses, urging investors to remain aware of potential risks [11].

Core Viewpoint - The article discusses the upcoming acquisition of Jiangxi Runtian Industrial Co., Ltd. by Guolv United, which is expected to provide new vitality to Guolv United while allowing Runtian to achieve its long-desired IPO [6][16][24]. Company Overview - Runtian Industrial is primarily engaged in the production and sale of packaged drinking water, including the brands "Runtian" and "Runtian Cui" [8][17]. - Runtian has a significant presence in Jiangxi, with a market penetration rate exceeding 50% in the region, despite being less known nationally compared to major competitors like Nongfu Spring and Yibao [19][20]. Acquisition Details - Guolv United is planning to acquire a portion or all of Runtian Industrial's shares through a combination of stock issuance and cash payment, aiming to gain control over Runtian [6][12]. - The transaction is still in the planning stage and requires necessary internal decision-making and regulatory approvals before it can be finalized [14][24]. Financial Context - Guolv United has faced continuous revenue decline, with a projected revenue drop of over 37% to 365 million yuan in 2024, and ongoing net losses in 2023 and 2024 [24]. - The acquisition of Runtian, which is noted for its good profitability, is seen as a potential lifeline for Guolv United [24][25]. Market Position - Runtian has been attempting to enter the capital market for years, with previous IPO attempts failing, making this acquisition a significant step towards achieving that goal [21][22]. - The packaged drinking water industry in China is highly competitive, with major players holding substantial market shares, while Runtian remains in the "others" category nationally [19][20].

证券代码：600358 证券简称：国旅联合 公告编号：2025-临 050 国旅文化投资集团股份有限公司 涉及诉讼的公告 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。 重要内容提示: 对上市公司利润的影响：目前尚无法判断本次公告的诉讼对上市公司利 润的影响 近日，国旅文化投资集团股份有限公司（以下简称"公司"）收到北京市延庆 区人民法院（以下简称"延庆法院"）发来的两份《北京市延庆区人民法院受理案 件通知书》，案号分别为（2025）京 0119 民初 4071 号、（2025）京 0119 民初 4072 号。现将有关情况公告如下： 一、案件对应案号为（2025）京 0119 民初 4072 号 （一）本次诉讼的基本情况与案件事实 原告：国旅文化投资集团股份有限公司 原告于 2002 年 6 月 11 日、2002 年 7 月 8 日、2003 年 1 月 16 日通过股权转 让方式获得被告北京八达岭野生动物世界有限公司共计 12%的股权。2025 年 4 月 1 日，原告通过被告公示在企业信用信息公示系统上的登记信息以及调 ...

Core Viewpoint - ST United (600358.SH) is attempting to revitalize its performance through the acquisition of Jiangxi Runtian Industrial Co., Ltd, despite a history of unprofitable operations and significant risks of delisting due to past mergers and financial struggles [1][2][6]. Company Overview - ST United has primarily relied on mergers and acquisitions to drive performance, with its main business rarely generating profits [1][2]. - The company has faced multiple financial challenges, including a significant drop in performance and a risk of delisting due to negative net profits and revenue [6][7]. Recent Developments - On May 28, ST United announced plans to acquire 100% of Jiangxi Runtian, which is a leading bottled water company in Jiangxi, and aims to raise funds to support this acquisition [1][7]. - The acquisition is seen as a potential lifeline for ST United, which is struggling to maintain its listing status [7][10]. Financial Performance - ST United's financial performance has deteriorated, with a reported revenue of 3.65 billion and a net loss of 637 million in 2024, nearing delisting thresholds [6][9]. - The company has a history of failing to meet performance targets set during acquisitions, leading to significant financial penalties and losses [2][3]. Market Context - The bottled water market is highly competitive, with major brands like Nongfu Spring and Wahaha dominating over 58.6% of the market share, leaving little room for regional brands like Runtian [10][11]. - Runtian has shown financial stability with projected revenues of 1.26 billion and net profits of 177 million in 2024, which could help ST United reverse its declining performance if the acquisition is successful [7][10]. Strategic Implications - The acquisition of Runtian is part of a broader strategy for ST United to transform into a comprehensive service provider in the cultural tourism sector, although past performance raises concerns about the effectiveness of this strategy [2][6]. - The success of the acquisition will depend on Runtian's ability to adapt to market trends and effectively compete against larger brands [11].

Core Viewpoint - ST联合 has resumed trading with a significant price increase following the announcement of a major asset acquisition involving 江西润田实业股份有限公司, which is expected to enhance the company's profitability and competitive edge [1][2]. Company Overview - ST联合's main business includes internet digital marketing, tourism destination operations, and cross-border purchasing, while 润田实业 specializes in the production and sale of packaged drinking water, including products like "润田" purified water and "润田翠" mineral water [2]. - 润田实业 is recognized as a leading brand in the Chinese beverage industry, ranking among the top ten in both packaged drinking water and natural mineral water sectors [2]. Transaction Details - The acquisition involves issuing shares and cash to purchase 100% of 润田实业, with a share issuance price set at 3.2 yuan per share, representing a 32% discount from ST联合's closing price of 4.73 yuan on the announcement date [1]. - The transaction is classified as a major asset restructuring and an associated transaction due to the common control by 江旅集团 [1]. Financial Impact - The acquisition is projected to significantly improve ST联合's profitability, as 润田实业 has shown continuous revenue and profit growth, with expected net profits of 147 million yuan and 177 million yuan for 2023 and 2024, respectively [2]. - In contrast, ST联合 has reported consecutive losses over the past two years, with projected net profits of -13 million yuan and -64 million yuan for 2023 and 2024 [2]. - In Q1 2025, ST联合 reported a revenue decline of 29.16% year-on-year, with a net loss of 8.54 million yuan, marking a 94.98% decrease compared to the previous year [2].

Group 1: Economic and Industry Updates - China announced a unilateral visa exemption policy for Saudi Arabia, Oman, Kuwait, and Bahrain, effective from June 9, 2025, to June 8, 2026, allowing ordinary passport holders to enter China for up to 30 days without a visa [1] - The Ministry of Finance reported that from January to April 2025, the total operating revenue of state-owned and state-controlled enterprises was 262,755.0 billion yuan, remaining flat year-on-year, while total profit decreased by 1.7% to 13,491.4 billion yuan [2] - A meeting on semiconductor cooperation between China and the EU emphasized the importance of collaboration in the global semiconductor supply chain, with a commitment to oppose unilateralism and ensure supply chain stability [2] - The National Healthcare Security Administration announced a verification of retail pharmacy pharmacists to ensure compliance with labor contracts and prohibit "hanging certificates" or part-time practices [2] Group 2: Company News - Zhongqi Co. has project approval for chlorantraniliprole but has not yet commenced production [4] - Tongda Electric's stock may be subject to market sentiment risks and irrational speculation [4] - ST Longjin's stock will enter the delisting arrangement period starting June 6 [4] - Yaxing Chemical's subsidiary plans to introduce strategic investors [4] - China Gold's controlling shareholder intends to increase its stake in the company by 168 million to 335 million yuan [4] - ST Huaxi signed a significant contract worth 290 million USD for daily operations [4] - Shantui Co. is planning to issue H-shares and list on the Hong Kong Stock Exchange [5] - Hehe Information is also planning to issue H-shares for listing on the Hong Kong Stock Exchange [5] - Debon Logistics stated that the current trends in autonomous logistics vehicles will not impact its performance [5] - ST Jiyuan's stock will be delisted on May 29 [5] - ST United plans to acquire 100% of Runtian Industrial and will resume trading on May 29 [5] - Taiji Industry intends to repurchase shares worth 100 million to 120 million yuan [5] - China Energy Construction's subsidiary won a coal and power project contract worth approximately 145.86 billion yuan [5]

Group 1 - Jia Ying Pharmaceutical is under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure laws, having received a notice of case filing on May 28, 2025 [2] - ST United plans to acquire 100% of Run Tian Industrial through a combination of share issuance and cash payment, aiming to enhance its positioning as a comprehensive service provider in cultural tourism consumption [3] - Long Gao Co., Ltd. announced the restructuring of its controlling shareholder, Longyan Investment Development Group, which has established a new investment development group with a registered capital of 3 billion yuan [4] Group 2 - Sanyou Chemical's controlling shareholder intends to inject 100 million yuan into its subsidiary, Tangshan Sanyou Silicon Industry Co., Ltd., through a private agreement, without affecting the consolidation scope of the company [5] - ST Ji Pharmaceutical's stock will be delisted on May 29, 2025, due to a continuous closing price below 1 yuan for twenty trading days, triggering termination of listing rules [6] - Taiji Industrial plans to repurchase shares worth 100 million to 120 million yuan, with a maximum repurchase price of 10.38 yuan per share [7] Group 3 - China Energy Construction's subsidiary has won a bid for a coal power project worth approximately 14.586 billion yuan, marking a significant contract win [8][9]