证券代码：600936 证券简称：广西广电 公告编号：2025-051 广西广播电视信息网络股份有限公司 关于召开 2025 年半年度业绩说明会的公告 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： 投资者可于2025年9月17日(星期三)至9月 23日(星期二)16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮 箱 gxgdwl@96335.com 进行提问。公司将在说明会上对投资者普遍关 注的问题进行回答。 （一）会议召开时间：2025 年 9 月 24 日上午 10:30-11:30 （二）会议召开地点：上证路演中心 （三）会议召开方式：上证路演中心网络互动 广西广播电视信息网络股份有限公司（以下简称"公司"）已于 2025 年 8 月 27 日发布公司 2025 年半年度报告，为便于广大投资者 更全面深入地了解公司 2025 年半年度经营成果、财务状况，公司计 划于 2025 年 9 月 24 日上午 10:30-11:30 举行 2025 年半年度业绩说 明会，就投资者关心的问题 ...

Market Overview - The television broadcasting sector increased by 1.61% compared to the previous trading day, with Jishi Media leading the gains [1] - The Shanghai Composite Index closed at 3883.69, up 0.22%, while the Shenzhen Component Index closed at 12996.38, up 0.13% [1] Individual Stock Performance - Jishi Media (601929) closed at 6.11, up 5.89%, with a trading volume of 6.35 million shares and a turnover of 3.8 billion yuan [1] - Gehua Cable (600037) closed at 8.51, up 2.78%, with a trading volume of 266,600 shares and a turnover of 226 million yuan [1] - Tianwei Video (002238) closed at 8.58, up 1.18%, with a trading volume of 60,700 shares and a turnover of 51.89 million yuan [1] - Hubei Broadcasting (000665) closed at 6.13, up 0.82%, with a trading volume of 255,400 shares and a turnover of 156 million yuan [1] - Other notable stocks include Dongfang Mingzhu (600637) and Jiangsu Cable (600959), which saw minor increases of 0.35% and 0.26% respectively [1] Capital Flow Analysis - The television broadcasting sector experienced a net outflow of 24.26 million yuan from institutional investors, while retail investors saw a net inflow of 21.2 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors are actively buying [2] Detailed Capital Flow for Selected Stocks - Hubei Broadcasting (000665) had a net inflow of 25.62 million yuan from institutional investors, while retail investors had a net outflow of 11.75 million yuan [3] - Jishi Media (601929) saw a net inflow of 21.80 million yuan from retail investors, despite a significant outflow of 169 million yuan from institutional investors [3] - Guangxi Broadcasting (600936) had a net inflow of 8.35 million yuan from institutional investors, while retail investors experienced a net outflow of 8.37 million yuan [3]

Market Overview - The television broadcasting sector increased by 0.35% compared to the previous trading day, with Oriental Pearl leading the gains [1] - The Shanghai Composite Index closed at 3875.31, up by 1.65%, while the Shenzhen Component Index closed at 12979.89, up by 3.36% [1] Individual Stock Performance - Oriental Pearl (600637) closed at 69.8, rising by 1.88% with a trading volume of 837,900 shares and a transaction value of 717 million yuan [1] - Other notable stocks include: - Haoliang Co. (301262) at 25.63, up by 1.10% [1] - Guiguang Network (600996) at 8.28, up by 0.61% [1] - Tianwei Video (002238) at 8.48, up by 0.59% [1] - Wireless Media (301551) at 49.00, up by 0.51% [1] Capital Flow Analysis - The television broadcasting sector experienced a net outflow of 164 million yuan from institutional investors and 122 million yuan from speculative funds, while retail investors saw a net inflow of 286 million yuan [2] - The capital flow for individual stocks shows: - Oriental Pearl had a net inflow of 43.39 million yuan from institutional investors, but a net outflow of 25.59 million yuan from speculative funds [3] - New Media Co. (300770) had a net inflow of 1.88 million yuan from institutional investors, with a significant outflow from speculative funds [3] - ST Guangwang (600831) faced a net outflow of 6.43 million yuan from institutional investors [3]

Market Overview - The television broadcasting sector experienced a decline of 0.35% on the previous trading day, with Oriental Pearl leading the drop [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] Stock Performance - Jiushi Media (601929) saw a significant increase in its closing price, rising by 9.94% to 5.53 [1] - Hubei Broadcasting (000665) increased by 2.42% to 6.36, while Wireless Media (301551) rose by 1.64% to 50.16 [1] - Conversely, Oriental Pearl (600637) fell by 3.17% to 8.55, and other notable declines included Tianwei Video (002238) down 2.49% and Jiangsu Cable (656009) down 2.49% [2] Trading Volume and Capital Flow - The television broadcasting sector saw a net inflow of 623 million yuan from institutional investors, while retail investors experienced a net outflow of 311 million yuan [2][3] - Jiushi Media had a net inflow of 674 million yuan from institutional investors, representing 18.02% of its trading volume [3] - Hubei Broadcasting had a net inflow of 47.25 million yuan, accounting for 7.87% of its trading volume [3]

Group 1 - The cultural media sector experienced a short-term surge on September 3, with notable stocks such as Wento Holdings hitting the daily limit up [1] - Jishi Media previously reached its limit up, indicating strong investor interest [1] - Other companies in the sector, including Sanwei Communication, Happy Blue Sea, Guangdong Media, Guangxi Broadcasting, and Guoan Co., also saw increases in their stock prices [1]

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].