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广东明珠: 西部证券股份有限公司关于广东明珠集团股份有限公司重大资产出售及购买资产暨关联交易实施情况之2024年度持续督导意见
Zheng Quan Zhi Xing·2025-05-09 10:49

Group 1 - The core transaction involves Guangdong Mingzhu Group Co., Ltd. selling 92% of its subsidiary, Chengyun Company, to Xingning City Investment Development Co., Ltd., while simultaneously acquiring an operational asset package from Guangdong Dading Mining Co., Ltd. [3][4] - The total transaction price for the sale of the 92% stake in Chengyun Company is approximately RMB 63.31 million, with Xingning City Investment making an actual payment of RMB 57.31 million after deducting a prepayment of RMB 6 million [5][6]. - The transaction is structured as a prerequisite, meaning the sale and purchase are interdependent, and the completion of one is contingent upon the other [3][4]. Group 2 - The independent financial advisor, Western Securities, has conducted a thorough review and confirmed that all parties involved have provided accurate and complete information regarding the transaction [1][2]. - The transaction has been approved by the boards and shareholders of both Guangdong Mingzhu and Dading Mining, and all necessary legal and regulatory procedures have been followed [6][7]. - The asset transfer has been completed, with all relevant business rights and obligations transferred to Mingzhu Mining as of the effective date of the agreement [5][6]. Group 3 - The transaction is part of a broader strategy for Guangdong Mingzhu to optimize its asset portfolio and enhance operational efficiency by divesting non-core assets and acquiring strategic operational assets [3][4]. - The independent financial advisor has issued a continuous supervision opinion, ensuring compliance with relevant laws and regulations throughout the transaction process [1][2]. - The company has committed to maintaining transparency and accuracy in all disclosures related to the transaction, ensuring that no misleading information is provided to investors [7][8].