南财智讯9月22日电，贵广网络公告，公司股票于2025年9月19日、9月22日连续两个交易日收盘价格涨 幅偏离值累计超过20%，根据《上海证券交易所交易规则》有关规定，属于股票交易异常波动。经公司 及公司董事会自查，并向公司控股股东及实际控制人询证核实，公司经营情况正常，市场环境、行业政 策未发生重大调整，不存在应披露而未披露的重大信息。公司、公司控股股东及实际控制人均不存在影 响公司股票交易异常波动的重大事项，未发现对公司股票交易价格可能产生较大影响的媒体报道或市场 传闻和涉及热点概念的事项。公司董事、监事、高级管理人员、控股股东及实际控制人在本次股票交易 异常波动期间不存在买卖公司股票的情形。公司敬请广大投资者注意投资风险，理性决策，审慎投资。 ...

Summary 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]

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].

Core Viewpoint - The company has signed equity custody agreements with its controlling shareholder, Guangxi Beibu Gulf Investment Group Co., Ltd., to address potential competition issues among subsidiaries and fulfill commitments made by the controlling shareholder [1][2][10]. Summary by Sections 1. Overview of Related Transactions - The equity custody agreements do not involve any transfer of asset ownership and do not constitute a major asset restructuring as defined by regulations [2][3]. - The agreements include the custody of 100% equity of Guangxi Transportation Design Group Co., Ltd. and Guangxi Beitou Xinchuan Technology Investment Group Co., Ltd. [1][3]. 2. Basic Information of Related Parties - Guangxi Beibu Gulf Investment Group Co., Ltd. is a state-owned enterprise with a registered capital of 1,200 million RMB, established on March 5, 2007 [4]. - Guangxi Road and Bridge Engineering Group Co., Ltd. has a registered capital of 318.15 million RMB and was established on June 14, 1994 [6][7]. - Guangxi Road Construction Engineering Group Co., Ltd. has a registered capital of 101.18 million RMB and was established on June 1, 2004 [5]. 3. Details of the Equity Custody Agreements - The agreements allow the company to manage the daily operations and decision-making of the custodial companies, excluding certain shareholder rights [9][10]. - The custody period is set for 60 months from the effective date of the agreements [8]. - Custody fees will be determined based on market conditions and will include a 5% markup on the calculated costs [9]. 4. Purpose and Impact of the Related Transactions - The purpose of the agreements is to avoid potential competition among the subsidiaries and to fulfill commitments made by the controlling shareholder [10]. - The transactions will not result in any significant impact on the company's production and operations, as they only involve the custody of equity and collection of custody fees [10]. 5. Progress of Major Asset Restructuring - The major asset restructuring agreement is actively being advanced, including preparations for asset registration and transfer documentation [10].

Core Viewpoint - Guangxi Broadcasting and Television Information Network Co., Ltd. (hereinafter referred to as "Guangxi Broadcasting") is undergoing a significant asset swap, divesting its 100% stake in Guangdian Technology and acquiring a 51% stake in Jiaoke Group from its controlling shareholder, Beibu Gulf Investment Group, with both assets valued at approximately 1.411 billion yuan [2][4][8]. Summary by Sections Transaction Overview - The transaction involves an asset swap where Guangxi Broadcasting will exchange its 100% stake in Guangdian Technology for a 51% stake in Jiaoke Group, with no cash payment or share issuance involved [4][8]. - The transaction values both the assets being swapped at approximately 1.411 billion yuan [4][8]. Business Transformation - Post-transaction, Guangxi Broadcasting will cease operations related to broadcasting and cable transmission, shifting its focus to smart engineering, surveying and design, testing and inspection, new materials, and electromechanical equipment production and sales, primarily in the smart transportation sector [2][7]. - The company aims to enhance its profitability and sustainable operational capacity through this strategic shift [7][9]. Financial Performance - In 2024, Guangxi Broadcasting reported revenues of approximately 1.36 billion yuan, a decline of 3.20% from 2023's 1.4 billion yuan, attributed to intensified market competition and reduced demand for traditional television services [6]. - The net loss for the company increased to approximately 880 million yuan in 2024, compared to a loss of about 700 million yuan in 2023, due to rising operational costs and financial expenses [6]. - The first quarter of 2025 showed continued declines in revenue and profit, with a revenue of 262 million yuan, down 5.78% year-on-year, and a net loss of 198 million yuan, down 13.43% year-on-year [6]. Future Projections - Following the asset swap, the projected revenue for Guangxi Broadcasting in 2024 is expected to reach 3.19 billion yuan, an increase of 1.831 billion yuan, with a net profit of 200 million yuan, indicating a turnaround from previous losses [9]. - The company has set performance commitments for the three fiscal years following the asset transfer, with net profits projected to be no less than 228 million yuan, 207 million yuan, and 150 million yuan for 2025, 2026, and 2027, respectively [9].