Xinhua Jin (600735): Acquisition Of Assets From Related Parties And Progress Of Related Party Transactions

Shandong Xinhua Jin International Co., Ltd. on the acquisition of assets from related parties and related transactions

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.

Shandong Xinhua Jin International Co., Ltd. (hereinafter referred to as "the company") held the 19th meeting of the 12th board of directors on July 21, 2021, deliberated and passed the "proposal on purchasing assets from related parties and related transactions to avoid horizontal competition". The company intends to purchase 100% equity of Qingdao Xinhua Jin YOUPIN International Trade Co., Ltd. (hereinafter referred to as "Youpin company") from Xinhua Jin (Qingdao) e-commerce Co., Ltd. for a transaction consideration of 0 yuan. After the completion of the equity acquisition, Youpin company will purchase Xinhua Jin (Qingdao) e-commerce Co., Ltd., Qingdao Xinhua Jin International Co., Ltd., Qingdao Xinhua Jin economic and Trade Development Co., Ltd., Xinhua Jin Group Shandong Jinlong Investment Co., Ltd., which are controlled by the company's actual controller, Mr. Zhang Jianhua, with a total amount of no more than RMB 3 million Shandong Jinlong International Health Industry Co., Ltd. (hereinafter referred to as "five e-commerce companies") has inventory, intangible assets, fixed assets, etc. related to e-commerce business (hereinafter referred to as "target assets"), personnel and business related to e-commerce business of the five e-commerce companies will be transferred to superior products company. After the business transfer, the five e-commerce companies will change their business scope, No longer engaged in e-commerce business. For details, please refer to the announcement of Shandong Xinhua Jin International Co., Ltd. on purchasing assets from related parties and related transactions (Announcement No.: 2021-047) published on the website of Shanghai Stock Exchange.

The latest progress of the above transactions is hereby announced as follows:

1. On July 28, 2021, the company completed the industrial and commercial change procedures for the acquisition of 100% equity of Youpin company, and Youpin company became a wholly-owned subsidiary of the listed company.

2. On July 31, 2021, Youpin company signed the asset purchase and sale agreement with Xinhua Jin (Qingdao) e-commerce Co., Ltd., Qingdao Xinhua Jin International Co., Ltd., Xinhua Jin Group Shandong Jinlong Investment Co., Ltd., and Shandong Jinlong International Health Industry Co., Ltd., respectively. The company purchased the inventory related to e-commerce business of the four e-commerce companies according to the book value The total amount of intangible assets and fixed assets is 2488563.52 yuan. As of the date of this announcement, the above inventory and fixed assets have completed the transfer and transfer procedures, while the transfer procedures of intangible assets are still in the process.

3. On July 31, 2021, a total of 14 employees engaged in e-commerce business in five e-commerce companies terminated their labor contracts with the original company, and signed labor contracts with superior products company, and the transfer of personnel was completed.

4. Up to now, among the five e-commerce companies, except Qingdao Xinhua Jin economic and Trade Development Co., Ltd., which completed the cancellation on September 10, 2021, the other four companies have changed their business scope and no longer engage in e-commerce business.

It is hereby announced.

Shandong Xinhua Jin International Co., Ltd

Board of directors 16 September 2021