Announcement of Inner Mongolia Xishui Co., Ltd. on Transfer of 90% Equity of Holding Subsidiary

The company and all members of the board of directors guarantee the authenticity, accuracy and completeness of the contents of the announcement, and are jointly and severally liable for the false records, misleading statements or material omissions of the announcement.

[Important Note]

◆ Simple content of the transaction: Inner Mongolia Xishui Chuangye Co., Ltd. (Hereinafter referred to as "Xishui" or the "Company") transfers 90% of the equity of Shanghai Yikai Guoteng Information Technology Co., Ltd. (Hereinafter referred to as "Shanghai Yikai") to Shenzhen Xinheng Oriental Trading Co., Ltd. (Hereinafter referred to as "Shenzhen Xinheng") at a price of 81,940,200 yuan.

◆ This transaction does not constitute a connected transaction.

◆ This transaction does not constitute a major asset reorganization.

◆ There is no major legal obstacle to the implementation of the transaction.

◆ The Transaction is not required to be submitted to the general meeting for consideration and approval.

I. Transaction Overview

The Company transferred 90% of its equity interest in Shanghai Yikai to Shenzhen Xinheng. The price of this transaction is based on the net asset value corresponding to the 90% equity of Shanghai Yikai, which is appraised by Beijing Dazheng Haitian Assets Appraisal Co., Ltd. on November 30, 2013 as the base date. After negotiation between the company and Shenzhen Xinheng, the transfer price is determined to be 81.9402 million yuan. After the completion of the transfer, the company will no longer hold the equity of Shanghai Yikai.

The Company convened the fifth interim meeting of the fifth session of the Board of Directors in 2013 on December 27, 2013, at which the Proposal on the Transfer of 90% Equity Interests in Shanghai Yikai Guoteng Information Technology Co., Ltd., a Subsidiary Controlled by the Company, was considered and unanimously passed. The independent directors of the company have expressed their independent opinions on this matter.

There is no connected relationship between the Company and Shenzhen Xinheng Oriental Trading Co., Ltd., and this equity transfer does not constitute a connected transaction, nor does this transaction constitute a major asset reorganization as stipulated in the Measures for the Administration of Major Asset Reorganization of Listed Companies. In accordance with the relevant requirements of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange and the Articles of Association, the Transaction is not required to be submitted to the general meeting of the Company for consideration and approval.

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For more detailed information, click to download: Announcement of Inner Mongolia Xishui Chuangye Co., Ltd. on Transfer of 90% Equity of Holding Subsidiary