Tianjin Capital Environmental Protection Group Company Limited (SHSE:600874) signed an equity transfer agreement to acquire Gaoyou Compro Environmental Resources Company Limited from Bosideng Corporation Limited, Jiangsu Suyong International Trade Co., Ltd, Suzhou Kangbo Circuit Technology Co., Ltd., Gaoyou City Minjing Knitting & Garment Co., Ltd., Suzhou Industrial Park Xinkai Investment Consulting Partnership (Limited Partnership) and Gu Jieping (sellers) for approximately CNY 380 million on December 24, 2020. Under the terms of the transaction, the first installment will be paid within 15 working days after the signing of the equity transfer agreement, Tianjin Capital Environmental Protection Group Company Limited shall pay 50% of CNY 382.91 million to the jointly designated receiving accounts of sellers of Gaoyou Compro Environmental Resources Company Limited. Upon payment of the aforesaid first installment, Tianjin Capital Environmental Protection Group Company Limited will engage an audit firm to conduct a supplemental audit on Gaoyou Compro Environmental Resources Company Limited by taking the completion date as the benchmark date to confirm the book balance of construction payables, other payables and non-operating liabilities (including bank loans) of Gaoyou Compro Environmental Resources Company Limited and calculate the final consideration payable after deducting the above three balances on the basis of CNY 382.91 million and confirm the amount of the final installment. The aforesaid final installment shall be made by Tianjin Capital Environmental Protection Group Company Limited within 2 months after the completion of the registration of the change of Gaoyou Compro Environmental Resources Company Limited equity interest. Bosideng Corporation Limited, Jiangsu Suyong International Trade Co., Ltd, Suzhou Kangbo Circuit Technology Co., Ltd., Gaoyou City Minjing Knitting & Garment Co., Ltd., Suzhou Industrial Park Xinkai Investment Consulting Partnership (Limited Partnership) and Gu Jieping will sell 15%, 34%, 6%, 25%, 15% and 5% stakes respectively.

In a related transaction, Tianjin Capital Environmental Protection Group Company Limited (SHSE:600874) signed an equity transfer agreement to acquire Jiangsu Yonghui Resources Utilization Company Limited from Bosideng Corporation Limited and Gaoyou City Minjing Knitting & Garment Co., Ltd. for approximately CNY 400 million on December 24, 2020. The consideration will be funded by the internal funds of Tianjin Capital Environmental Protection Group Company Limited and merger and acquisition loans. Post-closing, Gaoyou Compro Environmental Resources Company Limited will become direct wholly-owned subsidiary of Tianjin Capital Environmental Protection Group Company Limited. As of April 30, 2020, Gaoyou Compro Environmental Resources Company Limited had audited net assets of CNY 56.66 million.

The transaction is subject to shareholders approval, all internal authorities and approving authorities of Gaoyou Compro Environmental Resources Company Limited and approval from all internal authorities and approving authorities of Tianjin Capital Environmental Protection Group Company Limited. On December 24, 2020, the transaction was approved by the Board of Directors of Tianjin Capital Environmental Protection Group Company Limited. The transaction and related transaction are not inter-conditional with each other. The industrial and commercial registration of the equity transfer shall be completed within 1 calendar month and completion date shall be the date of completion of the industrial and commercial registration of the equity transfer. Jiangsu China Enterprise Appraisals Zhongtian Asset Co., Ltd. acted as an independent valuer in the transaction.