Core Viewpoint - The company plans to acquire 100% equity of Taiziwan Real Estate from China Merchants Shekou for 715.518 million RMB to obtain the entire ownership of the China Merchants Jiyu Building as self-use office property [1][2][3] Transaction Overview - The transaction price is based on an asset appraisal report by Guozhonglian, with the assessed value of the property being 715.518 million RMB as of December 31, 2024 [1][2][10] - The transaction constitutes a related party transaction as both the company and China Merchants Shekou are controlled by China Merchants Group [1][2][3] Financial Details - Taiziwan Real Estate has a net debt of approximately 200 million RMB as of the announcement date [2] - The assessed value of Taiziwan Real Estate shows an increase of 57.95011 million RMB compared to its book value, resulting in an appreciation rate of 426.05% [10][12] Property Details - The core asset involved in the transaction is the China Merchants Jiyu Building, located in Nanshan District, with a total area of 33,120.26 square meters [5][8] - The property has a land use period of 50 years, starting from August 8, 2016 [5] Assessment Methodology - The valuation was conducted using both the income approach and the asset-based approach, with the asset-based approach being deemed more suitable for this transaction [9][12] - The asset-based approach yielded a valuation of 715.518 million RMB, while the income approach yielded a lower valuation of 566.8114 million RMB [10][12] Purpose and Necessity of the Transaction - The acquisition aims to address the company's office space needs due to rapid growth, with employee numbers expected to reach 500 in the near future [15][16] - The company seeks to centralize its office operations to enhance efficiency and improve its corporate image [15][16] Approval Process - The transaction requires approval from the shareholders' meeting, with related parties abstaining from voting [17][18] - The board of directors has already reviewed and approved the transaction, with independent directors supporting the decision [17][18]

Group 1: Overview of Related Transactions - The company plans to sign an equity transfer agreement to transfer 100% equity of its wholly-owned subsidiary, Shenzhen Taiziwan Commercial Storage Co., Ltd., to China Merchants Energy Transportation Co., Ltd. for a price of RMB 715.518 million [1][9] - This transaction constitutes a related party transaction as both companies are controlled by China Merchants Group Co., Ltd. and does not qualify as a major asset restructuring [1][2] Group 2: Approval Process - The independent directors of the company held a special meeting and unanimously approved the related transaction with a vote of 3 in favor, 0 against, and 0 abstentions [2] - The board meeting on August 26, 2025, also saw non-related directors approve the transaction with a vote of 5 in favor, 0 against, and 0 abstentions, and it does not require shareholder approval [2] Group 3: Financial Information of Related Party - As of the end of 2024, China Merchants Energy Transportation had total assets of RMB 70.619 billion, total liabilities of RMB 29.770 billion, and net assets of RMB 40.849 billion [3] - For the first quarter of 2025, the company reported revenue of RMB 5.595 billion and a net profit of RMB 0.865 billion [3] Group 4: Details of the Target Company - Shenzhen Taiziwan Commercial Storage Co., Ltd. was established on September 22, 2015, with a registered capital of RMB 140 million and is fully owned by the company [3][4] - The main business involves holding and leasing the entire property rights of the China Merchants Jiyu Building located in the Taiziwan area of Shenzhen [4] Group 5: Financial Performance of the Target Company - As of the end of 2024, Taiziwan Commercial Storage had total assets of RMB 656 million, total liabilities of RMB 520 million, and a net asset of RMB 136 million [5] - For the first half of 2025, the company reported revenue of RMB 15 million and a net loss of RMB 1.1204 million [5] Group 6: Valuation and Pricing - The valuation of the equity transfer was based on an asset assessment report, with the asset-based method yielding a valuation of RMB 715.518 million, reflecting a 426.05% increase [6][7] - The income approach provided a lower valuation of RMB 566.8114 million, indicating a 316.72% increase [7] Group 7: Transaction Terms - The payment for the equity transfer will be made in three installments: 40% upon signing, 50% within 10 working days after signing the delivery confirmation, and 10% within four months after signing [9][10] - The company will ensure good management of Taiziwan Commercial Storage during the transition period, with profits going to China Merchants Energy and losses borne by the company [10] Group 8: Strategic Implications - The transaction aims to enhance the industrial concentration and economic vitality of the Taiziwan area by leveraging synergies between the two companies [10]

Core Viewpoint - The transaction involves the transfer of 100% equity of Taiziwan Commercial Storage Co., Ltd. from China Merchants Shekou to China Merchants Energy for approximately RMB 716 million, which is classified as a related party transaction but not a major asset restructuring [1][2]. Group 1: Transaction Details - The equity transfer price is based on the asset-based valuation method, which determined the total equity value of Taiziwan Commercial Storage at RMB 716 million [2]. - The payment for the equity transfer will be made in three installments: 40% (RMB 286 million) upon signing the agreement, 50% (RMB 358 million) within 10 working days after signing the delivery confirmation, and 10% (RMB 71.55 million) within four months after signing the delivery confirmation [2]. Group 2: Financial Performance - As of June 30, 2025, Taiziwan Commercial Storage reported total assets of RMB 339 million and net assets of RMB 135 million [1]. - For the first half of 2025, the company generated revenue of RMB 15 million and reported a net profit attributable to the parent of -RMB 1.12 million, with a net cash flow from operating activities of RMB 12 million [1]. Group 3: Future Cooperation and Strategic Intent - Post-transaction, existing leases for office space in the China Merchants Yiju Building will be retained, with provisions for potential adjustments communicated in advance [3]. - China Merchants Shekou will continue to provide property management services for the building, ensuring operational continuity [3]. - The strategic intent behind this transaction is to enhance the industrial cluster and economic vitality of the Shenzhen Taiziwan area by leveraging synergies between the two companies [3].