国旅文化投资集团股份有限公司 2025 年第四次临时股东大会文件 国旅文化投资集团股份有限公司 国旅文化投资集团股份有限公司 2025 年第四次临时股东大会文件 目 录 议案五：关于《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 议案八：关于本次重组评估机构独立性、评估假设前提合理性、评估方法与评估目的相关 议案十：关于本次重组符合《上市公司监管指引第 9 号——上市公司筹划和实施重大资产 议案十一：关于本次重组符合《上市公司重大资产重组管理办法》第十一条、第四十三条 议案十三：关于本次重组相关主体不存在不得参与任何上市公司重大资产重组情形的议案 议案十四：关于本次重组符合《上市公司证券发行注册管理办法》相关规定的议案 .........41 议案十七：关于本次重组履行法定程序的完备性、合规性及提交法律文件的有效性的议案 议案十八：关于本次重组不存在直接或间接有偿聘请其他第三方机构或个人的议案 .........49 议案十九：关于提请股东大会授权董事会及其授权人士办理本次重组工作相关事宜的议案 国旅文化投资集团股份有限公司 2025 年第 四次临时股东大会文件 议案二十一：关于提请股东大 ...

Group 1 - The core point of the news is that Run Tian Industrial clarifies that Huang Angen and his spouse Wei Miaomiao have no equity or labor relationship with the company, and that Run Tian Beverage's business license was revoked in 2020 [1] - Run Tian Beverage, established in January 2003, faced a financial crisis in 2014 due to a broken capital chain and severe insolvency, leading to the establishment of Run Tian Industrial for debt restructuring [1] - After the restructuring, Run Tian Industrial became the sole entity engaged in bottled drinking water business, including "Run Tian" purified water and "Run Tian Cui" mineral water, and transitioned from a private enterprise to a state-controlled enterprise in 2016 [1] Group 2 - Run Tian Industrial is seeking a backdoor listing, with ST United (600358.SH) disclosing plans to acquire 100% equity of Run Tian Industrial through a combination of share issuance and cash payment [2] - Run Tian Industrial reported revenue exceeding 1 billion yuan in 2021, with projected revenues of 1.15 billion yuan and 1.26 billion yuan for 2023 and 2024 respectively, and net profits of approximately 147 million yuan and 177 million yuan for the same years [2]

Group 1 - Yanghe Co. elected Gu Yu as the chairman of the board, with the term consistent with the current board's term [1] - FrieslandCampina reported a 6.4% increase in revenue to €6.847 billion, with a net profit of €230 million, driven by a 19.1% rise in milk prices [2] - OATLY's revenue for the first half of the year was $406 million, a 1.1% increase, while the Greater China region saw a 12.5% growth [2] - Yanzhi House expects a net profit of approximately ¥72 million to ¥81 million for the first half of 2025, a year-on-year growth of 20% to 35% [3] - Angel Yeast plans to acquire 55% of Shengtong Sugar Industry for a transaction amount of ¥506 million [4] - Nestlé's sales for the first half of 2025 were CHF 44.2 billion, with a 1.8% decline attributed to currency fluctuations [5][6] Group 2 - Anji Food completed the acquisition of 70% of Dingwei Thai and 100% of Dingyifeng, integrating them into its consolidated financial statements [7] - Coca-Cola reported a net revenue of $12.5 billion for Q2 2025, a 1% year-on-year increase [7] - Yuanji Cloud Dumplings announced the opening of franchises in Singapore, marking its first step in overseas expansion [8] - Starbucks introduced self-study rooms in some Guangdong stores, planning to explore more "interest-oriented" spaces in the future [9] - Cotton Password stated that under normal usage conditions, the residue of thiourea in their sanitary napkins does not pose a health risk [10] - Sam's Club responded to claims of organic soybean quality downgrade, stating the new high-protein soybeans still meet the first-grade standard [11] - Donglai Yu announced that 50% of the production of Jiugui Ziyouai will be allocated to support enterprises, with accelerated development of milk powder and dairy products [12]

Core Viewpoint - The controversy surrounding the founder of RunTian Mineral Water, Huang Angen, has escalated due to claims made by a woman identifying herself as his wife, leading to significant public discourse and company responses regarding debt issues and corporate relationships [1][3][4]. Company Response - RunTian Industrial Co., Ltd. has stated that there are no debt or trademark disputes with Huang Angen, emphasizing that the claims made by his wife are unfounded [3][7]. - The company is actively managing the situation, indicating that the public discourse has had a considerable impact on its operations and reputation [7]. Historical Context - Huang Angen is the legal representative and actual controller of Jiangxi RunTian Beverage Co., Ltd., which faced severe financial difficulties in 2014, leading to a debt restructuring process that resulted in the formation of RunTian Industrial [3][4]. - RunTian Beverage was declared insolvent and had its business license revoked in June 2020, which has implications for Huang Angen's current business dealings [3][4]. Corporate Structure - RunTian Industrial is the sole entity engaged in the bottled water business under the "RunTian" brand, following the restructuring of RunTian Beverage [3][4]. - Huang Angen's associated companies are primarily inactive, with only three companies currently operational, including Shenzhen Hanshuo Biotechnology Co., Ltd. and Shenzhen Qinwo Food Co., Ltd. [8][12]. Employee and Operational Insights - The operational scale of the active companies is limited, with Shenzhen Hanshuo Biotechnology reported to have around 20 employees and a registered capital of 1 billion yuan, but it is classified as a small enterprise [12][17]. - There is a lack of visibility regarding the status of Shenzhen Qinwo Food Co., Ltd., as it was not found at its registered location, raising questions about its operational existence [10][12].

Group 1 - A social media user claiming to be the wife of Huang Angen, the founder of Runtian Mineral Water, has made statements suggesting that selling water is highly profitable and that her husband has been married four times and has five children [1][3] - The user has continued to post videos alleging that Runtian is involved in asset misappropriation and that Huang Angen is deeply in debt, becoming a person of bad credit due to unresolved historical debts from the company's restructuring [3][4] - Runtian Industrial Co., Ltd. issued a statement clarifying that there is no debt or trademark dispute between the company and Huang Angen, emphasizing that Huang Angen has no relationship with Runtian Industrial, which was formed to handle the debts of Runtian Beverage Co., Ltd. after its financial crisis in 2014 [4][5] Group 2 - Runtian Industrial's spokesperson indicated that the recent public controversy has significantly impacted the company, but they are actively managing the situation and maintaining that there are no unresolved disputes with Huang Angen [5] - The company is committed to continuing its merger and acquisition efforts and will undergo professional audits and evaluations to ensure compliance and transparency [5]

Core Viewpoint - The article discusses the recent controversies surrounding the "润田" brand, highlighting its historical significance in Jiangxi and the impact of a family drama involving its former owner, which has inadvertently increased brand awareness and market interest [3][4][6]. Group 1: Company Background - "润田" brand was established in 1994, making it one of the earliest players in the bottled water industry in China [29]. - The original founder, 黄安根, created the brand by implementing aggressive pricing and distribution strategies, allowing it to dominate the Jiangxi market [33][34]. - In 2007, the company received a significant investment of 200 million yuan from Softbank SAIF, which helped expand its production capacity and market reach [34]. Group 2: Recent Controversies - The recent drama began with "暴躁十亿姐" (Wei Miaomiao), who claimed to be the former wife of 黄安根, stirring public interest and confusion regarding the brand's ownership [12][14]. - On July 22, 2025, "润田实业" issued a statement clarifying that 黄安根 and Wei Miaomiao have no affiliation with the current company, which was restructured in 2014 [14][21]. - The original company associated with 黄安根 was dissolved in 2020, while "润田实业" has since become a state-controlled entity [21][24]. Group 3: Market Position and Future Prospects - "润田实业" currently operates ten production bases across 22 provinces and is recognized as one of the top players in China's bottled water market [24]. - There are plans for "润田实业" to potentially go public through a reverse merger with ST联合, which could provide a strategic opportunity for growth [24][65]. - Despite the controversies, the brand has gained significant publicity, which may enhance its market presence and consumer recognition [66][67]. Group 4: Industry Insights - The bottled water industry is characterized by low production costs but high competition, with major players like农夫山泉 achieving high profit margins [49][52]. - The article emphasizes that while selling water appears lucrative, it involves significant challenges, including resource management and market competition [62][64]. - The ongoing narrative around "润田" serves as a case study for regional brands navigating market dynamics and leveraging public interest for growth [65].

Core Viewpoint - The controversy surrounding the bottled water company "RunTian" involves allegations of asset misappropriation and the company's struggle to establish a strong market presence after a series of financial difficulties and restructuring efforts [1][2][4][10]. Company Overview - RunTian was founded in 1994, initially focusing on purified water, and underwent a significant restructuring in 2014 due to financial crises, leading to the establishment of Jiangxi RunTian Industrial Co., Ltd. [4][5]. - The company transitioned from a private entity to a state-controlled enterprise in 2016 after introducing state capital [4]. - RunTian's revenue for 2023 and 2024 is projected to be 1.15 billion yuan and 1.26 billion yuan, respectively, with net profits of approximately 147 million yuan and 177 million yuan [8]. Market Position - RunTian's market share is considered weak, ranking outside the top ten in the bottled water industry, which is dominated by brands like Nongfu Spring and Wahaha [11]. - The competitive landscape shows that the top five brands hold about 58.6% of the market share, leaving limited space for regional brands like RunTian [11]. Product Strategy - RunTian aims to differentiate itself with products like "RunTian Cui," marketed as "natural selenium-rich mineral water," but faces challenges in consumer acceptance due to higher pricing compared to mainstream brands [12]. - The pricing strategy for RunTian Cui is approximately 2.7 yuan per bottle, which is above the competitive range of 1-2.5 yuan for most popular bottled waters [12]. Challenges and Future Outlook - The company has struggled to grow its revenue significantly over the past decade, with a near-zero growth rate compared to its past performance [9]. - The ability of RunTian to break its stagnation and gain recognition in the capital market post-listing will be crucial for its future success [13].

Core Viewpoint - The company held an investor briefing on July 2, 2025, to discuss its 2024 annual and 2025 Q1 performance, focusing on strategic development and the acquisition of RunTian Industrial [1][2]. Group 1: Company Strategy and Acquisition - The company's future strategic direction emphasizes the development of tourism products, aiming to strengthen its position in the tourism goods sector and leverage high-quality cultural tourism resources in Jiangxi [3]. - The acquisition of RunTian Industrial, a leading player in the bottled water sector, aligns with the company's strategic goals and is seen as a significant step towards enhancing its product offerings and market presence [3][4]. - If the acquisition is successful, the "RunTian" brand will become a key asset for the company, facilitating a comprehensive service model in the cultural tourism consumption sector [4]. Group 2: Financial Performance and Future Plans - The company is focused on improving its overall revenue and plans to apply for the removal of risk warnings after fulfilling regulatory requirements [4]. - The company aims to enhance synergy between its existing business and RunTian Industrial in areas such as product development, marketing, and resource management [5]. - Future plans include leveraging the acquisition to stabilize existing operations while exploring new market opportunities and improving operational efficiency [5][6]. Group 3: Investor Engagement and Communication - The company expressed gratitude to investors for their support and encouraged ongoing communication through various channels [6]. - The company committed to transparent information disclosure regarding the acquisition process and other strategic developments [6].

Core Viewpoint - The article discusses the strategic acquisition of Jiangxi Runtian Industrial Co., Ltd. by ST United, which is seen as a crucial move for both companies to navigate their respective challenges in the competitive bottled water market in China [1][5][17]. Company Overview - Runtian, a regional brand in Jiangxi, has a strong market presence with a reported market share of 58% in the province, despite the competitive landscape dominated by major players like Nongfu Spring and Wahaha [5][22]. - The company has been operational since 1994, initially gaining traction with a pricing strategy of 1 yuan per bottle, which allowed it to penetrate the market effectively [6][8]. Financial Performance - Runtian's revenue for 2023 is projected to be 12.6 billion yuan, with a net profit of approximately 1.77 billion yuan, indicating steady growth despite the challenges faced [12][14]. - ST United, on the other hand, has been struggling financially, with declining revenues and net losses, making the acquisition a potential lifeline for both companies [17][19]. Market Dynamics - The bottled water market in China is highly competitive, with major brands controlling significant market shares. Runtian's strategy of focusing on low pricing and deep market penetration has been effective in its home region but poses challenges for national expansion [5][20][22]. - The article highlights the ongoing price wars in the industry, which have intensified competition and squeezed profit margins for smaller players like Runtian [20][22]. Strategic Implications - The acquisition is viewed as a "back against the wall" move for Runtian, providing a potential pathway to public listing and greater market access, while also helping ST United avoid delisting risks [6][17]. - Runtian's future success will depend on its ability to leverage the acquisition to enhance its competitive position, expand its market reach, and improve operational efficiencies [23].

Core Viewpoint - ST联合 has resumed trading with a significant price increase following the announcement of a major asset acquisition involving 江西润田实业股份有限公司, which is expected to enhance the company's profitability and competitive edge [1][2]. Company Overview - ST联合's main business includes internet digital marketing, tourism destination operations, and cross-border purchasing, while 润田实业 specializes in the production and sale of packaged drinking water, including products like "润田" purified water and "润田翠" mineral water [2]. - 润田实业 is recognized as a leading brand in the Chinese beverage industry, ranking among the top ten in both packaged drinking water and natural mineral water sectors [2]. Transaction Details - The acquisition involves issuing shares and cash to purchase 100% of 润田实业, with a share issuance price set at 3.2 yuan per share, representing a 32% discount from ST联合's closing price of 4.73 yuan on the announcement date [1]. - The transaction is classified as a major asset restructuring and an associated transaction due to the common control by 江旅集团 [1]. Financial Impact - The acquisition is projected to significantly improve ST联合's profitability, as 润田实业 has shown continuous revenue and profit growth, with expected net profits of 147 million yuan and 177 million yuan for 2023 and 2024, respectively [2]. - In contrast, ST联合 has reported consecutive losses over the past two years, with projected net profits of -13 million yuan and -64 million yuan for 2023 and 2024 [2]. - In Q1 2025, ST联合 reported a revenue decline of 29.16% year-on-year, with a net loss of 8.54 million yuan, marking a 94.98% decrease compared to the previous year [2].