XHW(SH:603888) Zheng Quan Zhi Xing·2025-06-20 10:46Core Viewpoint - The report outlines the acquisition of 51% of Xinhua Net Co., Ltd. by Xinhua Investment Holding Co., Ltd. through a non-compensatory transfer of shares from Xinhua News Agency, emphasizing the strategic intent to optimize state-owned capital allocation and enhance management efficiency [1][6][27]. Group 1: Acquisition Details - The acquisition involves the transfer of 264,679,740 shares, representing 51% of the total share capital of Xinhua Net [6][27]. - The acquisition is structured as a non-compensatory transfer, meaning no cash payment is involved [12][14]. - Following the acquisition, Xinhua Investment will hold 318,779,610 shares, increasing its ownership to 61.42% of Xinhua Net [27]. Group 2: Regulatory Compliance - The financial advisor confirms that the acquisition complies with relevant laws, including the Company Law, Securities Law, and the Regulations on the Management of Acquisitions [2][28]. - The report states that the acquisition does not require a public offer as it falls under exemptions outlined in the acquisition regulations [27][28]. Group 3: Financial Advisor's Findings - The financial advisor conducted a thorough review and found no false statements or omissions in the acquisition report [7][28]. - The advisor confirmed that the acquiring party possesses the necessary qualifications and financial strength to execute the acquisition [8][12]. Group 4: Future Plans and Management - There are no immediate plans to change the operational structure, management, or business scope of Xinhua Net following the acquisition [16][18]. - The acquiring party has committed to maintaining the independence of Xinhua Net's operations and avoiding conflicts of interest [19][20]. Group 5: Corporate Governance - The report indicates that the acquiring party and its affiliates have no history of administrative or criminal penalties in the past five years [12][25]. - The financial advisor has provided guidance to the acquiring party on compliance with relevant laws and regulations [13].