Core Viewpoint - The company, Guolv Cultural Investment Group Co., Ltd., is undergoing a restructuring process involving the acquisition of 100% equity in Runtian Industrial from Jiangxi Maitong Health Beverage Development Co., Ltd. and two other parties through a combination of share issuance and cash payment [1][2]. Group 1: Performance and Commitment - Since Jiangxi Tourism Group became the controlling shareholder, Guolv Cultural has faced issues with performance commitments from previous acquisitions, particularly with Yihui Investment regarding Beijing New Line Zhongshi Cultural Communication Co., Ltd. [2][4]. - The company has reported that Yihui Investment failed to meet performance commitments for 2020 and 2022, resulting in compensation obligations totaling 37.004 million yuan, with ongoing legal proceedings to recover these amounts [2][4][5]. Group 2: Compliance and Regulatory Issues - The independent financial advisor has confirmed that Guolv Cultural has complied with commitments made since Jiangxi Tourism Group became the controlling shareholder, with no irregularities noted in the fulfillment of these commitments [4][10]. - Over the past three years, the company has not engaged in any violations regarding fund occupation or external guarantees, and there have been no significant administrative or criminal penalties against the company or its executives [5][10]. Group 3: Financial Performance - The company reported total revenue of 36,473.03 million yuan for 2024, a decrease from 58,018.77 million yuan in 2023 and 56,457.87 million yuan in 2022 [14]. - The net profit for 2024 was -6,613.57 million yuan, compared to -1,830.00 million yuan in 2023 and -146.86 million yuan in 2022, indicating a significant decline in profitability [15]. Group 4: Accounting Practices - The independent financial advisor found no evidence of false transactions or profit manipulation in the company's financial statements over the past three years, confirming compliance with accounting standards [16][18]. - The company has made necessary adjustments in accounting policies and estimates, including the recognition of deferred tax assets and liabilities, in accordance with new accounting standards issued by the Ministry of Finance [17][18].
ST联合: 国盛证券有限责任公司关于国旅文化投资集团股份有限公司本次重组前发生业绩异常或本次重组存在拟置出资产情形的专项核查意见
Zheng Quan Zhi Xing·2025-08-25 17:14