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构成重大资产重组但不构成重组上市的说明

Core Viewpoint - The company intends to acquire 100% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payment, which constitutes a significant asset restructuring but does not qualify as a restructuring listing [1][3]. Group 1: Transaction Details - The transaction involves the purchase of assets that exceed 50% of the company's total assets or revenue, as per the restructuring management regulations [2][3]. - The financial indicators of the target assets significantly surpass the company's corresponding financial data, with asset total and net asset values showing ratios of 707.78% and 3552.87% respectively [2][3]. Group 2: Control and Ownership - Prior to the transaction, the company's controlling shareholder was Jiangxi Provincial Tourism Group Co., Ltd., and post-transaction, it will be Jiangxi Maitong Health Beverage Development Co., Ltd., both controlled by the Jiangxi Provincial State-owned Assets Supervision and Administration Commission [3]. - The actual controller of the company has not changed in the past thirty-six months, indicating stability in control and governance [3].