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新华网: 中国国际金融股份有限公司关于新华网股份有限公司收购报告书之财务顾问报告
Zheng Quan Zhi Xing· 2025-06-20 10:46
Core Viewpoint - The report outlines the acquisition of 51% of Xinhua Net Co., Ltd. by Xinhua Investment Holding Co., Ltd. through a non-compensatory transfer of shares from Xinhua News Agency, emphasizing the strategic intent to optimize state-owned capital allocation and enhance management efficiency [1][6][27]. Group 1: Acquisition Details - The acquisition involves the transfer of 264,679,740 shares, representing 51% of the total share capital of Xinhua Net [6][27]. - The acquisition is structured as a non-compensatory transfer, meaning no cash payment is involved [12][14]. - Following the acquisition, Xinhua Investment will hold 318,779,610 shares, increasing its ownership to 61.42% of Xinhua Net [27]. Group 2: Regulatory Compliance - The financial advisor confirms that the acquisition complies with relevant laws, including the Company Law, Securities Law, and the Regulations on the Management of Acquisitions [2][28]. - The report states that the acquisition does not require a public offer as it falls under exemptions outlined in the acquisition regulations [27][28]. Group 3: Financial Advisor's Findings - The financial advisor conducted a thorough review and found no false statements or omissions in the acquisition report [7][28]. - The advisor confirmed that the acquiring party possesses the necessary qualifications and financial strength to execute the acquisition [8][12]. Group 4: Future Plans and Management - There are no immediate plans to change the operational structure, management, or business scope of Xinhua Net following the acquisition [16][18]. - The acquiring party has committed to maintaining the independence of Xinhua Net's operations and avoiding conflicts of interest [19][20]. Group 5: Corporate Governance - The report indicates that the acquiring party and its affiliates have no history of administrative or criminal penalties in the past five years [12][25]. - The financial advisor has provided guidance to the acquiring party on compliance with relevant laws and regulations [13].
新华网股份有限公司关于控股股东国有股份无偿划转的提示性公告
Core Viewpoint - The transfer of 264,679,740 shares (51.00% of total shares) from Xinhua News Agency to its wholly-owned subsidiary, Xinhua Investment Holdings, is a significant restructuring of ownership, resulting in Xinhua Investment Holdings becoming the controlling shareholder of Xinhua Net with a total of 318,779,610 shares (61.42% of total shares) [2][4][22]. Group 1: Share Transfer Details - The share transfer has been approved by the National Administration for State Assets and the Ministry of Finance, but still requires compliance review from the Shanghai Stock Exchange [3][23]. - After the transfer, Xinhua News Agency will no longer hold shares in Xinhua Net, while Xinhua Investment Holdings will become the direct controlling shareholder [2][4][22]. Group 2: Impact on Shareholding Structure - Before the transfer, Xinhua Investment Holdings held 54,099,870 shares (10.42% of total shares), including 27,049,935 shares (5.21% of total shares) through a specific pledge account [5]. - The new shareholding structure post-transfer will not adversely affect the company's normal operations or the interests of minority shareholders [22]. Group 3: Commitments and Assurances - Xinhua News Agency has made commitments to avoid competition with Xinhua Net and ensure that it remains the only national-level comprehensive news portal [12][16]. - Both Xinhua News Agency and Xinhua Investment Holdings have committed to maintaining the independence of Xinhua Net in terms of assets, personnel, finance, and operations [15][20]. Group 4: Future Steps - The completion of the share transfer is subject to further regulatory approvals and the necessary registration procedures with the China Securities Depository and Clearing Corporation [3][23]. - The company will ensure timely disclosure of relevant information and monitor the progress of these matters closely [23].