Chongqing Yukaifa Co., Ltd.
Announcement of Acquisition of Chongqing Huangge Wandu Real Estate Development Co., Ltd. Equity and Related Party Transaction
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and are free from any false representations, misleading statements, or material omissions.
Special Notes:
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To fill the gap in high-end residential products in the main urban area of Chongqing, optimize the product structure of "affordable and high-end," enhance brand influence and market competitiveness, and solidify core asset reserves, the Company intends to acquire 51% of the equity of Chongqing Huangge Wandu Real Estate Development Co., Ltd. (hereinafter referred to as "Huangge Wandu Company") held by its related party Chongqing Hengcheng Rungzhi Investment Management Co., Ltd. (hereinafter referred to as "Hengcheng Rungzhi Company") through cash payment. The pricing of this related party transaction will be determined through negotiation between the two parties, based on the valuation results from the asset appraisal report issued by an asset appraisal institution qualified to provide securities services. Upon completion of this transaction, Huangge Wandu Company will become a controlling subsidiary of the Company and will be included in the consolidated financial statements.
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The asset appraisal results for this transaction have been filed with the competent state-owned asset supervision department.
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As the total amount of this related party transaction is RMB 22,512.0574 million, which exceeds 5% of the Company's latest audited net assets, it requires the approval of the Company's general meeting of shareholders in accordance with the "Articles of Association." Related shareholder Chongqing Urban Construction Investment (Group) Co., Ltd. (hereinafter referred to as "Chongqing City Investment") will abstain from voting.
This related party transaction does not constitute a major asset restructuring or a restructuring of listed company status as stipulated in the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
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Upon completion of this transaction, Huangge Wandu Company will become a controlling subsidiary of the Company and will be included in the consolidated financial statements. The equity structure of Huangge Wandu Company will be 51% held by Yukaifa and 49% by Hengcheng Rungzhi Company.
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Huangge Wandu Company may face impacts from the economic environment, macroeconomic policies, industry development, and market changes. If the demand for the real estate market shrinks or product prices decline in the future, the actual profitability of Huangge Wandu Company may not meet expectations. Investors are advised to pay attention to investment risks.
I. Overview of Related Party Transaction
On July 16, 2026, the 58th meeting of the 10th Board of Directors of the Company, by a vote of 5 in favor, 0 against, and 0 abstentions, deliberated and approved the "Proposal on the Acquisition of Equity of Chongqing Huangge Wandu Real Estate Development Co., Ltd. and Related Party Transaction." The Board of Directors agreed to acquire 51% of the equity of Huangge Wandu Company from Hengcheng Rungzhi Company at an appraised value of RMB 21,098.0574 million. Within 5 working days after signing the agreement, 30% of the transfer payment will be made. The remaining payment will be secured by assets, equity, or other means. The full equity transfer payment will be made within one year from the signing of the equity transfer agreement, with interest calculated based on the loan market quotation rate (LPR) of the same period in the month of signing the agreement. The total interest shall not exceed RMB 5 million. The marketing center, clubhouse, and demonstration area for the entire project (580,000 m²) will be allocated RMB 9.14 million based on their proportion of the gross floor area (tentatively 12.3%) (final settlement will be based on the actual settlement amount). The total amount of this related party transaction is RMB 22,512.0574 million.