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*ST中地: 中交地产股份有限公司重大资产出售暨关联交易实施情况报告书

Core Viewpoint - The company is undergoing a significant asset sale and related party transaction, transferring real estate development assets and liabilities to its controlling shareholder, the Real Estate Group, for a cash payment [5][6][7]. Group 1: Transaction Overview - The transaction involves the transfer of real estate development-related assets and liabilities from the company to its controlling shareholder, the Real Estate Group, with the payment made in cash [5]. - The net asset book value of the transferred assets as of December 31, 2024, is -391,881.75 million RMB, with an assessed value of -297,604.13 million RMB, resulting in an appraisal increment of 94,277.62 million RMB, or an increase rate of 24.06% [5]. - The transaction is classified as a major asset restructuring and constitutes a related party transaction, as the Real Estate Group is the company's controlling shareholder [6][7]. Group 2: Implementation Status - The asset transfer has been confirmed, and all rights and risks associated with the transferred assets have been assumed by the Real Estate Group as of August 31, 2025 [8][9]. - The company has completed the necessary decision-making processes and approvals for the transaction, including independent director reviews and board resolutions [8][9]. - The payment for the transaction has been made, with the Real Estate Group completing the payment of 1 RMB as of the report's signing date [12]. Group 3: Compliance and Legal Opinions - The independent financial advisor and legal counsel have confirmed that the transaction complies with relevant laws and regulations, and all necessary approvals have been obtained [16][17]. - There have been no significant discrepancies between the actual situation during the transaction and previously disclosed information [16]. - The company has not engaged in any non-operational occupation of funds or assets by its controlling shareholder or related parties during the transaction [12][14].