Table of Contents
- About the Transaction Plan……………………………………………………Page 3—7
- About Historical Development………………………………………………Page 7—35
- About the Target Asset's Production and Operation……………………Page 35—61
- About Financial Data………………………………………………………Page 61—78
- About Goodwill……………………………………………………………Page 78—87
Explanation on Financial Matters in the Review Inquiry Letter Regarding the Issuance of Shares and Cash Payment for Asset Acquisition by Xinda Zheng Property Group Co., Ltd.
Tianjian Letter [2026] No. 8-80
Shenzhen Stock Exchange:
We have conducted a prudent review of the financial matters mentioned in the "Review Inquiry Letter Regarding the Issuance of Shares and Cash Payment for Asset Acquisition by Xinda Zheng Property Group Co., Ltd." (Review Letter [2026] No. 130005, hereinafter referred to as the Review Inquiry Letter) and issued the "Explanation on Financial Matters in the Review Inquiry Letter Regarding the Issuance of Shares and Cash Payment for Asset Acquisition by Xinda Zheng Property Group Co., Ltd." (Tianjian Letter [2026] No. 8-38). Due to the recent supplementary financial data provided by the listed company, we have conducted an additional review and report as follows.
In this explanation, unless otherwise specified, the following terms have the meanings ascribed to them:
- Listed Company, Xinda Zheng refers to Xinda Zheng Property Group Co., Ltd.
- Target Company, Company, Jiasin Liheng refers to Jiasin Liheng Facility Management (Shanghai) Co., Ltd.
- Xincheng Capital refers to TRUSTAR CAPITAL HOLDINGS LIMITED.
- Xincheng Facility Management refers to TS Capital Facility Management Holding Company Limited.
- CITIC Capital Facility Management refers to CITIC Capital Facility Management Holding Company Limited.
- Xincheng Facility Management was formerly known as Beijing Xinrunheng.
- Other terms refer to various partnerships and management companies as listed in the original document.
1. About the Transaction Plan
The application document shows that from January to September 2025, the cash flow from operating activities of the listed company is projected to be -10,710.22 million RMB. As of the end of September 2025, the listed company holds cash and cash equivalents of 383 million RMB. Considering the company's own funds, business needs, and financing channels, please explain the specific arrangements and safeguards for addressing funding needs if sufficient and timely supplementary funds cannot be raised, and whether this will affect the transaction and the potential impact on the company's liquidity and financial condition. Please have the accountant verify and provide a clear opinion. (Inquiry Letter Question 3)
(1) Company's Own Funds, Business Needs, Financing Channels
- As of December 31, 2025, the available funds of the listed company (parent company) are as follows:
| Item | Calculation Formula | Amount |
|---|---|---|
| Cash on Hand | ① | 11.34 |
| Bank Deposits | ② | 43,629.51 |
| Other Monetary Funds | ③ | 304.93 |
| Performance Guarantee Deposits | ④ | 50.44 |
| Other Restricted Monetary Funds | ⑤ | 132.37 |
| Available Funds Balance | ⑥=①+②+③-④-⑤ | 43,762.98 |
- Business Needs
- (1) The cash requirement for daily business operations is primarily for working capital. With future business expansion and the gradual realization of synergies post-acquisition of the target company, the listed company expects an increase in operating income and asset scale, leading to a higher demand for working capital. In 2025, Xinda Zheng's audited revenue is projected to be 246,622.24 million RMB, with a compound annual growth rate of 4.98% from 2022 to 2025. Assuming a 5% increase in revenue for 2026 compared to the full year of 2025, the working capital demand gap is calculated as follows: