XINHUA WINSHARE (00811.HK): To Acquire Sichuan Ethnic Publishing for RMB 346 Million, Resolving Competition Overlap

NewTimeSpace News: On 21 September 2026, Xinhua Winshare Publishing and Media Co., Ltd. (stock code: 00811) announced that the Board considered and approved a resolution to acquire a 100% equity interest in Sichuan Ethnic Publishing House Co., Ltd., approving the potential acquisition; the Company, as buyer, intends to enter into an equity transfer agreement with Sichuan Xinhua Publishing and Distribution Group, as seller, at a consideration of RMB 345,747,000. As at the date of the announcement, the equity transfer agreement has not been signed and the potential acquisition is still subject to state-owned asset approval.

The consideration was determined by the parties through arm's length negotiation based on the appraised value of the target equity. Independent asset valuer Tianjian Huaheng adopted the income approach and appraised the appraised value of the target company's total shareholders' equity as at the valuation reference date of 31 March 2026 at RMB 345,747,000, and the consideration was set in full at that appraised value; the Company must pay it in a lump sum out of its own funds within five business days from the effective date of the equity transfer agreement.

The seller has given profit undertakings in respect of the target company: committed net profit of not less than RMB 11,360,100 for the period from 1 April 2026 to 31 December 2026, not less than RMB 17,331,700 for 2027, not less than RMB 16,780,600 for 2028 and not less than RMB 13,361,600 for 2029, with cumulative committed net profit over the undertaking period of not less than RMB 58,834,000; any shortfall will be fully compensated in cash by the seller.

The target company is a limited liability company incorporated in the PRC principally engaged in the publication of ethnic minority scripts including Tibetan and Yi, ethnic culture publishing, the compilation of ethnic classics and ethnic academic publishing, with registered capital of RMB 10 million wholly held by Sichuan Xinhua Publishing and Distribution Group. As at 31 March 2026, its total assets were RMB 433,576,709.82 and its net assets were RMB 121,488,588.42; its net profit for 2025 was RMB 21,787,500.

Sichuan Xinhua Publishing and Distribution Group is a wholly state-owned company and the controlling shareholder of the Company, holding approximately 39.84% of its equity, and is therefore a connected person of the Company, making the potential acquisition a connected transaction. As one or more of the applicable percentage ratios exceed 0.1% but are all less than 5%, the potential acquisition is subject to the reporting and announcement requirements but is exempt from independent shareholders' approval.

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