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*ST中地: 中国国际金融股份有限公司关于中交地产股份有限公司重大资产出售暨关联交易之独立财务顾问报告(修订稿)

Core Viewpoint - The report discusses the major asset sale and related transactions of China International Financial Co., Ltd. regarding China Communications Real Estate Co., Ltd., highlighting the strategic shift from real estate development to a focus on property management and asset management services [1][2][3]. Group 1: Transaction Overview - The transaction involves the transfer of real estate development-related assets and liabilities from the company to its controlling shareholder, with a transaction price set at 1 yuan [4][6]. - The assets being transferred include equity, debt, and related liabilities associated with the real estate development business [4][6]. - The transaction is characterized as a major asset restructuring and constitutes a related party transaction due to the involvement of the controlling shareholder [24][26]. Group 2: Financial Impact - The asset evaluation report indicates that the net asset value of the transferred assets is -391,881.75 million yuan, with an assessed value of -297,604.13 million yuan, reflecting a 24.06% increase in value [24][26]. - Post-transaction, the company's total assets and revenue are expected to decline significantly, with total assets projected to decrease by approximately 97.90% and total liabilities by about 99.04% [8][10]. - The company's asset-liability ratio is anticipated to improve significantly, moving from 89.77% to 41.09% [8]. Group 3: Strategic Shift - The company aims to transition to a light asset operation model, focusing on property management and asset management, which is expected to enhance profitability and operational efficiency [7][10]. - This strategic shift aligns with national policies promoting high-quality development and aims to mitigate the company's financial risks associated with high debt levels [22][23]. - The restructuring is seen as a necessary step to protect the interests of minority shareholders and improve the overall value of the company [10][24].