ST联合: 华泰联合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

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, along with raising supporting funds [1][2]. Group 1: Performance and Commitment - Since Jiangxi Tourism Group became the controlling shareholder, Guolv has faced issues with performance commitments from historical acquisitions, particularly with Yihui Investment regarding Beijing New Line Zhongshi Cultural Communication Co., Ltd., which failed to meet profit commitments for 2020 and 2022, resulting in compensation obligations totaling 37.004 million yuan [2][4]. - The independent financial advisor confirmed that aside from the mentioned performance compensation issues, all other commitments made by Guolv and related parties have been fulfilled or are in progress, with no irregularities noted [4][10]. Group 2: Compliance and Regulatory Issues - Over the past three years, Guolv 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 key personnel [5][10]. - The company has faced regulatory warnings from the Shanghai Stock Exchange and the China Securities Regulatory Commission due to accounting errors and late disclosures, but these do not constitute major penalties [9][10]. Group 3: Financial Performance and Accounting Practices - The company reported significant losses over the past three years, with net profits of -6.61357 million yuan in 2024, -1.830 million yuan in 2023, and -146.86 million yuan in 2022, indicating a downward trend in financial performance [14][15]. - The independent financial advisor found no evidence of false transactions or profit manipulation, and all accounting practices adhered to the relevant standards, with no significant changes or errors that would indicate a "big bath" accounting strategy [16][18]. Group 4: Asset Evaluation and Transaction Details - The current transaction does not involve the disposal of assets, as it is focused on acquiring Runtian Industrial through share issuance and cash payment [19].