Core Viewpoint - The legal opinion letter confirms the implementation of a major asset swap and related party transaction involving Guangxi Broadcasting and Television Information Network Co., Ltd. and Beibu Gulf Investment Group Co., Ltd. The transaction involves the exchange of 100% equity of Guangxi Broadcasting Technology Development Co., Ltd. for 51% equity of Guangxi Jiaokai Group Co., Ltd. with no cash payment involved [6][20]. Group 1 - The transaction involves Guangxi Broadcasting exchanging its 100% stake in Guangxi Broadcasting Technology for a 51% stake in Guangxi Jiaokai Group, with both assets valued at 141,104.14 million RMB [9][15]. - The assessment date for the assets is set for December 31, 2024, and the transaction does not involve any cash consideration or issuance of shares [6][9]. - The legal opinion confirms that the transaction complies with relevant laws and regulations, including the Company Law and Securities Law [20][22]. Group 2 - The transfer of ownership for the assets has been completed, with the necessary registration procedures for the equity transfers finalized [13][15]. - The transaction has received all necessary approvals from the board of directors and relevant regulatory bodies, including the State-owned Assets Supervision and Administration Commission [12][13]. - There are no significant discrepancies between the actual implementation of the transaction and the previously disclosed information [20][22]. Group 3 - The agreement includes performance commitments from Beibu Gulf Investment Group regarding the net profits of the assets for three consecutive fiscal years following the completion of the transaction [10][11]. - The company has provided guarantees for Guangxi Broadcasting Technology, which will become a wholly-owned subsidiary of Beibu Gulf Investment Group post-transaction [17][18]. - The legal opinion states that all parties involved are fulfilling their obligations under the agreements related to the transaction [22].
广西广电: 国浩律师（南宁）事务所关于广西广播电视信息网络股份有限公司重大资产置换暨关联交易实施情况之法律意见书