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国旅文化投资集团股份有限公司 发行股份及支付现金购买资产并募集配套资金暨关联交易预案(摘要)
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-05-28 23:09
Group 1 - The company is planning a significant asset restructuring by acquiring 100% of the shares of RunTian Industrial through a combination of issuing shares and cash payments, with 70% of the payment in shares and 30% in cash [46][47] - The acquisition aligns with national policies encouraging mergers and acquisitions to enhance the quality of listed companies, responding to the government's push for economic growth through consumption and tourism [39][40] - The target company, RunTian, is a leading player in the bottled water industry in Jiangxi Province, which is expected to enhance the company's competitive position in the tourism consumption sector [8][41] Group 2 - The transaction is expected to significantly improve the company's profitability and investment value, with RunTian projected to generate net profits of approximately 147.25 million yuan and 176.75 million yuan in 2023 and 2024, respectively [43] - The company aims to integrate RunTian's operations to create synergies in product development, marketing channels, and customer resources, enhancing overall competitiveness [42][45] - The restructuring is part of a broader strategy to consolidate quality assets and promote the securitization of state-owned assets, thereby increasing the company's market value [44] Group 3 - The company has committed to ensuring fair pricing for the acquisition and will engage independent financial and legal advisors to oversee compliance and risk management throughout the transaction [54][14] - The transaction requires approval from regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission, and is subject to the completion of audits and evaluations [12][50] - The company will implement a lock-up period for shares acquired through the transaction, with different durations for various stakeholders to protect shareholder interests [20][59]