ST联合: 国旅文化投资集团股份有限公司2025年第四次临时股东大会文件

Core Viewpoint - The company is planning a significant asset restructuring by acquiring 100% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payments, while also raising supporting funds through a private placement of shares [4][6][8]. Group 1: Restructuring Details - The restructuring involves purchasing 100% of Runtian Industrial's shares from Jiangxi Maitong Health Beverage Development Co., Ltd., Runtian Investment Management Co., Ltd., and Nanchang Jinkai Capital Management Co., Ltd. [4][6]. - The total transaction value for the acquisition is set at 3,009 million yuan [8][11]. - The share issuance price is determined to be 3.20 yuan per share, which is above 80% of the average trading price over the last 60 trading days [7][8]. Group 2: Financial Metrics - The valuation of Runtian Industrial's total equity is assessed at 3,009 million yuan, with a significant increase in net assets and a growth rate of 153.83% based on the income approach [9][11]. - The company plans to raise up to 1,200 million yuan through the issuance of new shares, which will not exceed 30% of the total share capital post-transaction [28][30]. Group 3: Performance Commitments - The performance commitment period for the transaction is set for three consecutive fiscal years following the completion of the acquisition, with specific profit targets established for each year [19][20]. - If the actual net profit does not meet the promised figures, the performance commitment parties are obligated to compensate the company with shares or cash [20][23]. Group 4: Meeting and Approval Process - The fourth extraordinary general meeting of shareholders is scheduled for September 10, 2025, to discuss and vote on the proposed restructuring [2][4]. - The resolutions require approval from more than two-thirds of the voting rights held by non-related shareholders present at the meeting [5][32].