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].

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]