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*ST中地: 中国国际金融股份有限公司关于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之独立财务顾问核查意见

Summary of Key Points Core Viewpoint - China International Capital Corporation (CICC) provides an independent financial advisory opinion regarding the major asset sale and related party transactions of China Communications Real Estate Company (CCRE) [1][2]. Group 1: Transaction Overview - CCRE plans to transfer its real estate development-related assets and liabilities to its controlling shareholder, Real Estate Group, for cash payment [4][5]. - The transaction price is based on an asset evaluation conducted by Beijing Tianjian Xingye Asset Appraisal Co., Ltd., which determined the assessed value of the assets as -2,976.04 million yuan, with an increase of 942.78 million yuan, representing a 24.06% increase [6][8]. Group 2: Nature of the Transaction - The transaction constitutes a major asset restructuring as it involves significant assets of CCRE, with the evaluated assets accounting for 98.23% of total assets [7][8]. - The transaction is classified as a related party transaction since the Real Estate Group is the controlling shareholder of CCRE [8]. - This transaction does not constitute a restructuring listing as there will be no change in the controlling shareholder or actual controller of CCRE [8]. Group 3: Implementation Status - The decision-making process for the transaction has been completed, with independent directors reviewing and approving the related matters before submission to the board [9][10]. - The asset transfer has been confirmed, and all rights and risks associated with the assets have been transferred to the Real Estate Group as of August 31, 2025 [10][11]. - The payment for the transaction has been made, with the Real Estate Group completing the payment of 1 yuan to CCRE [12]. Group 4: Compliance and Commitments - CCRE has fulfilled its information disclosure obligations regarding the transaction, and there are no significant discrepancies between the actual situation and previously disclosed information [13][15]. - There have been no changes in the board of directors, supervisors, or senior management during the transaction period [13][14]. - CCRE will continue to provide guarantees for certain debts of the transferred companies until December 31, 2025, with the Real Estate Group providing counter-guarantees [14][15].