Zheng Quan Zhi Xing·2025-08-29 11:44Summary of Key Points Core Viewpoint The independent financial advisor, CITIC Securities, has provided an opinion on the major asset swap and related transactions involving Guangxi Broadcasting Network Co., Ltd. The transaction involves the exchange of 100% equity of Guangxi Broadcasting Technology for 51% equity of Guangxi Jiaokao Group, with no cash consideration or share issuance involved. Group 1: Transaction Overview - The transaction involves Guangxi Broadcasting's controlling shareholder, Beitou Group, swapping its 51% stake in Jiaokao Group for Guangxi Broadcasting's 100% stake in Guangxi Broadcasting Technology [4][5] - The transaction does not involve any cash compensation or share issuance, and the valuation of both assets is equal [5][7] - The transition period profits and losses will be allocated between Guangxi Broadcasting and Beitou Group, with specific arrangements for audits and compensation in case of losses [6][8] Group 2: Asset Valuation and Pricing - The total assessed value of Jiaokao Group's 100% equity is approximately 369.7 million yuan, with Guangxi Broadcasting's 100% stake in Guangxi Broadcasting Technology valued at 141.1 million yuan [6][7] - The final transaction price for the 51% stake in Jiaokao Group is set at 141.1 million yuan, with no cash adjustments required [7][8] Group 3: Performance Commitments and Compensation - Guangxi Broadcasting and Beitou Group have signed a performance compensation agreement, with the compensation period spanning three fiscal years following the asset transfer [8][9] - The performance commitments are based on net profit figures from the asset evaluation reports, excluding certain subsidiaries [9][10] - If the actual net profit falls short of the committed amount, Beitou Group is obligated to compensate Guangxi Broadcasting [10][11] Group 4: Transaction Nature and Compliance - The transaction qualifies as a major asset restructuring and is classified as a related party transaction due to Beitou Group's status as the controlling shareholder [12][13] - All necessary decision-making and approval processes have been completed in accordance with relevant laws and regulations [13][14] - The transaction has been executed without any significant discrepancies from previously disclosed information [14][19] Group 5: Implementation and Follow-up - The transfer of equity has been completed, with all necessary registrations and changes made [14][15] - There are no outstanding debts or liabilities transferred with the assets, ensuring that both parties retain their respective obligations [15][16] - Future obligations include changes to business scope and ongoing compliance with disclosure requirements [18][19]