Core Viewpoint - The report outlines the independent financial advisory role of CITIC Construction Investment Securities Co., Ltd. regarding the major asset sale and related transactions of Shenzhen Baoying Construction Holdings Group Co., Ltd. in 2024, emphasizing the completion of the transaction and the implications for the company's financial status [1][4][6]. Group 1: Transaction Overview - The transaction involves the sale of 100% equity of Baoying Construction by Baoying Holdings and its wholly-owned subsidiary Baoying Huike to the controlling shareholder, Daxiheng Group, through a non-public agreement [4][5]. - The payment for the transaction includes the offset of a debt of 787.743 million yuan owed to Baoying Holdings and a cash payment of 551,800 yuan to Baoying Huike [5][6]. Group 2: Financial Performance - For the fiscal year 2024, Baoying Holdings reported total revenue of approximately 2.11 billion yuan, a decrease of 48.63% compared to 2023 [7]. - The net profit attributable to shareholders was reported at -742.3 million yuan, showing a year-on-year improvement of 23.52% [7]. - The total assets of the company decreased by 85.08% to approximately 1.41 billion yuan, and the net assets attributable to shareholders were negative, indicating a significant decline in financial health [7][8]. Group 3: Governance and Compliance - The company faced governance issues, including a non-compliant cash donation of 40 million yuan, which was later adjusted from capital reserves to other payables [8][9]. - The independent financial advisor noted that Baoying Holdings failed to maintain effective internal controls over financial reporting, leading to significant deficiencies [9].