ST联合: 国旅文化投资集团股份有限公司董事会关于本次交易摊薄即期回报的情况分析及填补措施与相关承诺的说明

Core Viewpoint - The company is planning to acquire Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payment, and has analyzed the impact of this transaction on immediate returns, proposing specific measures to mitigate any potential dilution of returns for minority investors [1][2]. Financial Impact of the Transaction - The company's basic earnings per share (EPS) for 2024 and the first four months of 2025 are projected to be -0.13 CNY/share and -0.03 CNY/share, respectively. Post-transaction, the expected EPS will improve to 0.10 CNY/share and 0.04 CNY/share for the same periods, indicating an increase in net profit attributable to shareholders [1]. Measures to Mitigate Dilution of Immediate Returns - The company will accelerate the integration of the acquired company to realize expected benefits quickly [2]. - The governance structure will be further improved to enhance operational efficiency [2]. - The profit distribution policy will be refined to ensure transparency and protect the interests of all shareholders [3]. Commitments from Major Stakeholders - The controlling shareholders have committed to not interfere with the company's management and to fulfill the proposed measures to mitigate return dilution. They accept legal responsibility for any losses incurred due to non-compliance [4]. - The board of directors and senior management have made commitments to avoid unfair benefit transfers and to link their compensation to the execution of the return mitigation measures [4].