Market Overview - The television broadcasting sector experienced a decline of 2.66% on the trading day, with the leading stock, Gehua Cable, falling significantly [1] - The Shanghai Composite Index closed at 3858.13, down 0.45%, while the Shenzhen Component Index closed at 12553.84, down 2.14% [1] Stock Performance - Key stocks in the television broadcasting sector showed varied performance, with ST Guangwang rising by 1.24% to a closing price of 4.89, while Gehua Cable dropped by 5.92% to 9.06 [2] - The trading volume and turnover for major stocks included: - ST Guangwang: 102,700 shares, turnover of 49.72 million yuan - Gehua Cable: 545,000 shares, turnover of 506 million yuan [2] Capital Flow Analysis - The television broadcasting sector saw a net outflow of 1.168 billion yuan from main funds, while retail investors contributed a net inflow of 821 million yuan [2] - The capital flow for specific stocks indicated that: - Huashu Media had a main fund net inflow of 7.18 million yuan, but retail investors had a net outflow of 4.24 million yuan [3] - Gehua Cable experienced a significant main fund net outflow of 32.21 million yuan [3]

关于 中信证券股份有限公司 广西广播电视信息网络股份有限公司 重大资产置换暨关联交易实施情况 之 独立财务顾问核查意见 二〇二五年八月 声明 本部分所述词语或简称与本核查意见"释义"所述词语或简称具有相同含 义。 本独立财务顾问接受广西广电的委托，担任广西广电本次重大资产置换暨 关联交易事宜的独立财务顾问，就该事项向广西广电全体股东提供独立意见。 本独立财务顾问核查意见是依据《公司法》《证券法》《上市公司重大资 产重组管理办法》《公开发行证券的公司信息披露内容与格式准则第 26 号—— 上市公司重大资产重组》等法律、法规、文件的有关规定和要求，按照行业公 认的业务标准、道德规范，本着诚实信用和勤勉尽责的原则，在认真审阅相关 资料和充分了解本次交易行为的基础上编制而成，以供中国证监会、上海证券 交易所及有关各方参考。 本独立财务顾问核查意见所依据的文件、材料由相关各方提供。提供方对 所提供资料的真实性、准确性、完整性和及时性负责，保证资料无虚假记载、 误导性陈述和重大遗漏，并对所提供资料的合法性、真实性和完整性承担个别 和连带法律责任。本独立财务顾问不承担由此引起的任何风险责任。 本独立财务顾问未委托和授权任何 ...

国浩律师（南宁）事务所 关于 广西广播电视信息网络股份有限公司 重大资产置换暨关联交易实施情况 之 法律意见书 地址：中国广西南宁市良庆区宋厢路 16 号太平金融大厦二十一层 电话：0771-5760061 传真：0771-5760061 邮编：530022 电子信箱：grandallnn@grandall.com.cn 网址：http：//www.grandall.com.cn | 释 | 义 | 2 | | | --- | --- | --- | --- | | 第一节 | 律师声明事项 | 4 | | | 第二节 | 正 | 文 | 6 | | 九、结论意见 | 12 | | | 法律意见书 释 义 在本法律意见书中，除非文义另有所指，下列简称和词语具有如下含义： | 公司/上市公司/广 | | 广西广播电视信息网络股份有限公司，一家依据中国法律成立 | | --- | --- | --- | | 西广电 | 指 | 并有效存续的股份有限公司，其发行的股票依法在上海证券交 | | | | 易所上市交易，股票代码：600936 | | 广西、自治区 | 指 | 广西壮族自治区 | | 广西国资委 | 指 ...

Summary of Key Points Core Viewpoint The independent financial advisor, CITIC Securities, has provided an opinion on the major asset swap and related transactions involving Guangxi Broadcasting Network Co., Ltd. The transaction involves the exchange of 100% equity of Guangxi Broadcasting Technology for 51% equity of Guangxi Jiaokao Group, with no cash consideration or share issuance involved. Group 1: Transaction Overview - The transaction involves Guangxi Broadcasting's controlling shareholder, Beitou Group, swapping its 51% stake in Jiaokao Group for Guangxi Broadcasting's 100% stake in Guangxi Broadcasting Technology [4][5] - The transaction does not involve any cash compensation or share issuance, and the valuation of both assets is equal [5][7] - The transition period profits and losses will be allocated between Guangxi Broadcasting and Beitou Group, with specific arrangements for audits and compensation in case of losses [6][8] Group 2: Asset Valuation and Pricing - The total assessed value of Jiaokao Group's 100% equity is approximately 369.7 million yuan, with Guangxi Broadcasting's 100% stake in Guangxi Broadcasting Technology valued at 141.1 million yuan [6][7] - The final transaction price for the 51% stake in Jiaokao Group is set at 141.1 million yuan, with no cash adjustments required [7][8] Group 3: Performance Commitments and Compensation - Guangxi Broadcasting and Beitou Group have signed a performance compensation agreement, with the compensation period spanning three fiscal years following the asset transfer [8][9] - The performance commitments are based on net profit figures from the asset evaluation reports, excluding certain subsidiaries [9][10] - If the actual net profit falls short of the committed amount, Beitou Group is obligated to compensate Guangxi Broadcasting [10][11] Group 4: Transaction Nature and Compliance - The transaction qualifies as a major asset restructuring and is classified as a related party transaction due to Beitou Group's status as the controlling shareholder [12][13] - All necessary decision-making and approval processes have been completed in accordance with relevant laws and regulations [13][14] - The transaction has been executed without any significant discrepancies from previously disclosed information [14][19] Group 5: Implementation and Follow-up - The transfer of equity has been completed, with all necessary registrations and changes made [14][15] - There are no outstanding debts or liabilities transferred with the assets, ensuring that both parties retain their respective obligations [15][16] - Future obligations include changes to business scope and ongoing compliance with disclosure requirements [18][19]

Core Viewpoint - The legal opinion letter confirms the implementation of a major asset swap and related party transaction involving Guangxi Broadcasting and Television Information Network Co., Ltd. and Beibu Gulf Investment Group Co., Ltd. The transaction involves the exchange of 100% equity of Guangxi Broadcasting Technology Development Co., Ltd. for 51% equity of Guangxi Jiaokai Group Co., Ltd. with no cash payment involved [6][20]. Group 1 - The transaction involves Guangxi Broadcasting exchanging its 100% stake in Guangxi Broadcasting Technology for a 51% stake in Guangxi Jiaokai Group, with both assets valued at 141,104.14 million RMB [9][15]. - The assessment date for the assets is set for December 31, 2024, and the transaction does not involve any cash consideration or issuance of shares [6][9]. - The legal opinion confirms that the transaction complies with relevant laws and regulations, including the Company Law and Securities Law [20][22]. Group 2 - The transfer of ownership for the assets has been completed, with the necessary registration procedures for the equity transfers finalized [13][15]. - The transaction has received all necessary approvals from the board of directors and relevant regulatory bodies, including the State-owned Assets Supervision and Administration Commission [12][13]. - There are no significant discrepancies between the actual implementation of the transaction and the previously disclosed information [20][22]. Group 3 - The agreement includes performance commitments from Beibu Gulf Investment Group regarding the net profits of the assets for three consecutive fiscal years following the completion of the transaction [10][11]. - The company has provided guarantees for Guangxi Broadcasting Technology, which will become a wholly-owned subsidiary of Beibu Gulf Investment Group post-transaction [17][18]. - The legal opinion states that all parties involved are fulfilling their obligations under the agreements related to the transaction [22].

广西广播电视信息网络股份有限公司 重大资产置换暨关联交易之标的资产过户情况的公告 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。 广西广播电视信息网络股份有限公司（以下简称"公司""上市 公司"或"广西广电"）于 2025 年 6 月 30 日召开 2025 年第二次临 时股东大会，审议通过了《关于本次重大资产置换暨关联交易方案的 议案》等相关议案，同意公司将所持有的广西广电网络科技发展有限 公司（以下简称"置出资产""置出标的"或"广电科技"）100% 股权与广西北部湾投资集团有限公司（以下简称"北投集团"或"控 股股东"）持有的广西交科集团有限公司（以下简称"置入资产""置 入标的"或"交科集团"）51%股权进行资产置换，本次置入资产和 置出资产的交易作价不存在差额，不涉及发行股份购买资产，不涉及 支付现金对价（以下简称"本次交易"或"本次重大资产重组"）。 详情参见公司于 2025 年 7 月 1 日披露的《2025 年第二次临时股东大 会决议公告》（编号：2025-042）等相关公告。截至本公告披露日， 本次交易涉及 ...

股票代码：600936 股票简称：广西广电 上市地点：上海证券交易所 广西广播电视信息网络股份有限公司 重大资产置换暨关联交易实施情况报告书 独立财务顾问 二〇二五年八月 0 公司声明 本公司及全体董事、监事、高级管理人员保证本报告书的内容真实、准确 和完整，并对本报告书的虚假记载、误导性陈述或者重大遗漏承担个别及连带 的法律责任。本次重大资产重组的交易对方已出具承诺函，保证其为本次重大 资产重组所提供的信息不存在虚假记载、误导性陈述或者重大遗漏，并对所提 供信息的真实性、准确性和完整性承担个别和连带的法律责任。 本次交易的审批机关对本次重大资产重组所做的任何决定或意见，均不表 明其对本公司股票的价值或投资者的收益作出实质性判断或者保证。任何与之 相反的声明均属虚假不实陈述。 本次交易完成后，本公司经营与收益的变化，由本公司自行负责；由此变 化引致的投资风险，由投资者自行承担。投资者若对本报告书存在任何疑问， 应咨询自己的股票经纪人、律师、专业会计师或其他专业顾问。 本公司提醒投资者注意：本报告书的目的仅为向公众提供有关本次交易的 实施情况，投资者如欲了解更多信息，请仔细阅读本公司《广西广播电视信息 网络股份 ...

Group 1 - The television broadcasting sector experienced a decline of 0.72% compared to the previous trading day, with Hubei Broadcasting leading the drop [1] - On the same day, the Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] - The table of individual stocks in the television broadcasting sector shows varied performance, with Jishi Media leading with a closing price of 4.55, up 9.90% [1] Group 2 - The net inflow of main funds in the television broadcasting sector was 342 million yuan, while retail funds saw a net outflow of 157 million yuan [1] - The stock performance of various companies in the sector indicates mixed investor sentiment, with some stocks like Jishi Media showing significant gains while others like Jiangsu Cable and Huashu Media experienced declines [1]

Core Viewpoint - Guangxi Guangdian (600936) reported a decline in total revenue and a negative net profit, indicating ongoing financial challenges despite some improvements in specific metrics [1] Financial Performance Summary - Total revenue for the first half of 2025 was 578 million yuan, a decrease of 3.99% year-on-year [1] - The net profit attributable to shareholders was -342 million yuan, an increase of 9.48% year-on-year [1] - In Q2 2025, total revenue was 316 million yuan, down 2.45% year-on-year, while net profit was -144 million yuan, up 29.13% year-on-year [1] - The gross margin improved to 6.03%, a significant increase of 315.98% year-on-year, while the net margin was -59.25%, an improvement of 5.73% year-on-year [1] - Total expenses (selling, administrative, and financial) amounted to 312 million yuan, accounting for 53.91% of revenue, an increase of 5.5% year-on-year [1] Cash Flow and Debt Analysis - The net cash flow from operating activities increased by 43.9% due to higher cash receipts related to operating activities [3] - Cash flow from investing activities improved by 54.07% as cash payments for fixed assets and other long-term assets decreased [3] - Cash flow from financing activities decreased by 84.5% due to increased cash payments for debt repayment [3] - Cash and cash equivalents decreased by 41.29% due to a reduction in bank deposits [3] Asset and Liability Overview - Monetary funds decreased by 65.66% to 94.95 million yuan [1] - Accounts receivable decreased by 10.26% to 692 million yuan [1] - Interest-bearing liabilities decreased by 3.02% to 4.513 billion yuan [1] - The current ratio was 0.49, indicating increased short-term debt pressure [1] Historical Performance and Investment Return - The historical median Return on Invested Capital (ROIC) since listing is 3.58%, with a notably poor ROIC of -13.47% in 2024 [4] - The company has reported losses in five out of eight years since its listing, indicating a generally poor financial performance [4] - The cash flow situation is concerning, with monetary funds to current liabilities ratio at 4.85% and average operating cash flow to current liabilities at 13.48% over the past three years [4]

Core Viewpoint - Guangxi Guangdian (600936) reported a decline in total revenue and a negative net profit for the first half of 2025, indicating ongoing financial challenges despite some improvements in profit margins [1]. Financial Performance Summary - Total revenue for the first half of 2025 was 578 million yuan, a decrease of 3.99% compared to 602 million yuan in the same period of 2024 [1]. - The net profit attributable to shareholders was -342 million yuan, showing an improvement of 9.48% from -378 million yuan in the previous year [1]. - The gross margin increased significantly to 6.03%, up 315.98% from -2.79% in the previous year, while the net margin improved to -59.25%, a 5.73% increase from -62.85% [1]. - Total expenses (selling, administrative, and financial) amounted to 312 million yuan, accounting for 53.91% of revenue, which is an increase of 5.5% year-on-year [1]. Cash Flow and Debt Analysis - The company experienced a significant decrease in cash and cash equivalents, down 65.66% to 94.95 million yuan [1]. - The current ratio was reported at 0.49, indicating increased short-term debt pressure [1]. - The net cash flow from operating activities improved by 43.9%, attributed to an increase in cash received related to operating activities [3]. Investment Return and Financial Health - The historical median Return on Invested Capital (ROIC) since the company went public is 3.58%, with the worst year being 2024 at -13.47% [4]. - The company has reported losses in five out of eight years since its IPO, indicating a generally poor investment return profile [4]. - The financial health indicators suggest a need for close monitoring of cash flow and debt levels, with a debt-to-asset ratio of 62.85% and a current ratio of only 0.49 [5].