CTCG(SH:600358) Zheng Quan Zhi Xing·2025-08-25 17:14Core Viewpoint - The company is seeking shareholder approval for Jiangxi Maitong Health Beverage Development Co., Ltd. and its concerted actions to be exempt from making a mandatory tender offer following a share issuance and cash payment transaction [1][2]. Group 1: Shareholding and Transaction Details - As of April 30, 2025, the controlling shareholder, Jiangxi Provincial Tourism Group Co., Ltd. (Jiangxi Group), and its concerted party, Nanchang Jiangxi Asset Management Co., Ltd., collectively hold 24.30% of the company's shares [1]. - The company plans to acquire 100% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payments to Jiangxi Maitong, Jiangxi Runtian Investment Management Co., Ltd., and Nanchang Jinkai Capital Management Co., Ltd. [1]. - Jiangxi Maitong, a wholly-owned subsidiary controlled by Jiangxi Group, will subscribe for shares issued by the company as part of this transaction [1]. Group 2: Regulatory Compliance and Shareholder Approval - According to Article 63, Clause 1, Item (3) of the "Measures for the Administration of the Acquisition of Listed Companies," investors can be exempt from making a tender offer if they acquire new shares that exceed 30% of the company's issued shares, provided they commit not to transfer these shares for three years and receive approval from the shareholder meeting [2]. - Jiangxi Maitong has committed not to transfer the newly issued shares for 36 months, and the board of directors is requesting shareholder approval for the exemption from the tender offer requirement [2]. - The proposal will be submitted to the company's shareholder meeting for approval, requiring a two-thirds majority vote from non-related shareholders present at the meeting [2].