Beijing Tongguan Yingxin Cultural Tourism Development Co., Ltd. (hereinafter referred to as "the Company" or "the Listed Company") and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, without any false records, misleading statements, or significant omissions.
I. Basic Overview of the Transaction
To implement the strategic layout of the Company, optimize its asset-liability structure, and enhance its profitability, comprehensive strength, and overall competitiveness, the Company's wholly-owned subsidiary, Beijing Yingxin Real Estate Co., Ltd. (hereinafter referred to as "Yingxin Real Estate"), along with Beijing Yunhe Changji Investment Co., Ltd. (hereinafter referred to as "Yunhe Changji") and Xining Yingxin Real Estate Co., Ltd. (hereinafter referred to as "Xining Real Estate"), recently signed an "Equity Transfer Agreement" (hereinafter referred to as "this Agreement") with Xipeng Municipal Construction (Jiangsu) Co., Ltd. (hereinafter referred to as "Xipeng Construction"). Yingxin Real Estate and Yunhe Changji intend to transfer 100% equity of Xining Real Estate (hereinafter referred to as "Target Equity") to Xipeng Construction. At the same time, the Company's wholly-owned subsidiary, Changsha Tongguan Kiln Guofeng Paradise Cultural Tourism Co., Ltd. (hereinafter referred to as "Changsha Tongguan Kiln"), signed a "Debt Transfer Agreement" with Xipeng Construction and other parties, whereby Xipeng Construction will assume a debt of 353,309,500 RMB from Changsha Tongguan Kiln. After the completion of this transaction, Xining Real Estate will no longer be included in the Company's consolidated financial statements.
According to the "Audit Report of Xining Yingxin Real Estate Co., Ltd." issued by Da Hua Certified Public Accountants (Special General Partnership) (Dahua Audit [2026] No. 0011014427) and the "Asset Valuation Report of the Shareholder's Entire Equity Value of Xining Yingxin Real Estate Co., Ltd. Involved in the Equity Transfer of Beijing Tongguan Yingxin Cultural Tourism Development Co., Ltd." issued by Beijing Zhuoxin Dahua Asset Appraisal Co., Ltd. (Zhuoxin Dahua Appraisal Report [2026] No. 1063), as of the benchmark date of April 30, 2026, the owner's equity of Xining Real Estate was -27,878,170 RMB, and the assessed value of the entire equity was 62,604,300 RMB. After friendly consultations among the parties, the agreed transfer price for the Target Equity is 100 million RMB, to be offset by Xipeng Construction's assumption of 100 million RMB in debt from Changsha Tongguan Kiln. This transaction has been approved by the Company's 11th Board of Directors at its 21st meeting. According to the "Shenzhen Stock Exchange Stock Listing Rules," "Articles of Association," and other relevant regulations, this transaction does not require submission for shareholder approval.
This transaction does not constitute a related party transaction, nor does it constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies," and does not require approval from relevant authorities.