CTCG(SH:600358) Zheng Quan Zhi Xing·2025-08-25 17:14Core Viewpoint - The legal opinion letter from Grandall Law Firm (Shanghai) outlines the legal framework and details regarding the share issuance and cash payment for acquiring 100% of the shares of Run Tian Industrial Co., Ltd. by Guo Lv Cultural Investment Group Co., Ltd. This transaction also includes the plan to raise supporting funds through a share issuance to specific investors. Group 1: Transaction Overview - The overall transaction consists of two parts: issuing shares and paying cash to acquire assets, and raising supporting funds [6] - The company plans to issue shares and pay cash to acquire 100% of Run Tian Industrial's shares from Jiangxi Maitong, Run Tian Investment, and Jin Kai Capital [6][10] Group 2: Share Issuance Details - The shares to be issued are ordinary shares (A shares) with a par value of RMB 1.00, listed on the Shanghai Stock Exchange [6] - The pricing benchmark date for the share issuance is set for the date of the board's resolution, with the issuance price being no less than 80% of the average trading price over the previous 20, 60, or 120 trading days [6][7] - The agreed issuance price is RMB 3.20 per share, which complies with the regulatory requirements [7] Group 3: Transaction Valuation - The total assessed value of Run Tian Industrial's equity is RMB 3,009 million, based on the income approach [9][10] - The transaction price for the 100% equity of Run Tian Industrial is set at RMB 3,009 million, with specific allocations for each shareholder [10] Group 4: Performance Commitments - The performance commitment period is set for three consecutive fiscal years following the completion of the transaction, with specific profit targets outlined [13] - If the actual net profit does not meet the committed targets, the performance commitment parties are obligated to compensate the company [14][15] Group 5: Fundraising Plan - The company plans to issue shares to specific investors to raise supporting funds, with the same share type and listing location as the acquisition shares [19] - The pricing for the fundraising shares will also adhere to the same regulatory pricing principles as the acquisition shares [19]