Nanfang Shares (600250): Issue Shares To Buy Assets And Raise Matching Funds.

Nanjing textile import and export Limited by Share Ltd issues shares to purchase assets and raise matching funds and related transactions.

Announcement of profit and loss of assets during the transitional period

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

The Nanjing textiles import and export Limited by Share Ltd (hereinafter referred to as Nanfang shares or company) received the reply issued by the China Securities Regulatory Commission on the approval of the Nanjing textile import and export Limited by Share Ltd to the Nanjing Confucius Temple Cultural Tourism Group Limited to purchase assets and raise matching funds in November 28, 2019 (the SFC license No. [2019]2487). In December 19, 2019, it completed the transfer of the 51% equity interest of Nanjing Qinhuai scenic tourism Limited by Share Ltd (hereinafter referred to as Qinhuai scenery or standard company), and completed the registration of 37816912 shares of the newly issued shares in December 25, 2019 in China Securities Depository and Clearing Co., Ltd. Shanghai branch. The above announcement is related to the relevant announcements issued by the company in November 29, 2019, December 21, 2019 and December 27, 2019 (2019-045, 047, 051).

According to the agreement between the company and the trading partner of Nanjing Confucius Temple Cultural Tourism Group Limited (hereinafter referred to as Confucius temple tourism brigade), the agreement for the purchase of assets from the issue of shares shall be the period from the date of the assessment date (excluding the base date of assessment) to the date of delivery (including the date of delivery). The profits and net assets generated by the target assets during the transition period will be enjoyed by Nanfang shares. If Qinhuai's scenery suffers losses or losses or net assets decrease during the transition period, it will be complemented by the Confucius Temple based on the proportion of shares sold in the transaction. In order to clarify the profits and losses of the underlying assets during the transition period and the increase or decrease of net assets, the parties agree to take the latest month's completion date of the delivery date or the time determined by the two parties to negotiate separately as the audit benchmark date.

The benchmark date for the transaction is April 30, 2019, with the transition period from May 2019 to November 2019.

Rong Cheng Certified Public Accountants (special general partnership) conducted a special audit of the profits and losses of the assets during the transitional period, and issued a special audit report on the profit and loss of the transitional period of assets and delivery of the Qinhuai scenery and tourism Limited by Share Ltd in Nanjing ([2019]8355). According to the audit results, the net profit of Qinhuai during the transition period was 45 million 226 thousand and 500 yuan. According to the relevant agreement, the profits and net assets of the underlying assets during the transition period will be increased by the company.

Notice hereby

The board of directors of Nanjing textiles import and export Limited by Share Ltd

January 8, 2020