CTCG(SH:600358) Zheng Quan Zhi Xing·2025-08-25 17:14Core Viewpoint - The report outlines the independent financial advisory opinion regarding the acquisition of 100% equity in RunTian Industrial Co., Ltd. by GuoLv Cultural Investment Group Co., Ltd. through a combination of share issuance and cash payment, along with the associated fundraising and related party transactions [1][3][11]. Group 1: Transaction Overview - The transaction involves the issuance of shares and cash payment totaling 3,009 million yuan for the acquisition of RunTian Industrial Co., Ltd., which specializes in the production and sale of bottled drinking water [3][5]. - The transaction is structured to include a cash consideration of 902.7 million yuan and a share consideration of 2,106.3 million yuan [5][11]. - The fundraising aims to raise up to 1,200 million yuan, which will be used for repaying bank loans and supplementing working capital [7][9]. Group 2: Impact on Business Operations - The acquisition is expected to enhance the company's business scale and operational capabilities, particularly in the tourism product sector, by integrating high-quality local resources and improving brand value [11][15]. - The addition of the bottled water business is anticipated to fill a gap in the company's product offerings, thereby enhancing its competitiveness in the tourism consumption market [11][15]. Group 3: Financial Metrics and Projections - Post-transaction, the company's total assets are projected to increase significantly, with total assets expected to rise from 46.85 billion yuan to 226.49 billion yuan, reflecting a growth rate of 383.43% [14]. - The company's revenue is expected to grow from 11.59 billion yuan to 50.42 billion yuan, indicating a growth rate of 334.96% [14]. - The net profit projections for RunTian Industrial Co., Ltd. during the performance commitment period are set at 171 million yuan for 2025, 182.53 million yuan for 2026, and 194.3 million yuan for 2027 [19][20]. Group 4: Shareholding Structure Changes - The transaction will not alter the actual control of the company, which remains with the Jiangxi Provincial State-owned Assets Supervision and Administration Commission [12][15]. - The shareholding structure will change, with Jiangxi Maitong expected to hold 28.86% of the company post-transaction, while the total share capital will increase significantly [12][13]. Group 5: Compliance and Governance - The company has committed to ensuring compliance with all relevant laws and regulations throughout the transaction process, including the appointment of independent financial and legal advisors [2][17]. - Measures are in place to protect minority shareholders, including fair pricing for the asset acquisition and strict adherence to information disclosure obligations [17][18].