Century Ginwa to Divest Xi’an Property Unit and Related Debt for RMB 761.93 Million

Bulletin Express05-21 21:23

Century Ginwa Retail Holdings Limited announced a very substantial and connected transaction to sell 100% of Xi’an Yixin Property Management Co., Ltd. and RMB 100.67 million of creditor’s rights to Xi’an Qujiang Financial Holdings Asset Operation and Management Co., Ltd. for a total cash consideration of RMB 761.93 million.

The consideration comprises RMB 661.26 million for the equity stake and RMB 100.67 million for the receivable. Payment will be made in two tranches: RMB 361.93 million within one month after all conditions are met and corporate seals are transferred, followed by RMB 400.00 million within one month of the first payment.

Key valuation benchmarks include: • Unaudited net assets of the target company as at 31 December 2025: RMB 549.25 million • Independent valuation of the Bell Tower property (31 March 2026): RMB 783.00 million • Independent valuation of 100% equity interests (31 March 2026): approximately RMB 691.00 million

Upon completion, the target company will cease to be consolidated into the Group’s financial statements. Century Ginwa expects an estimated disposal gain of RMB 83.00 million after deducting carrying values, income tax of RMB 27.67 million and transaction expenses of RMB 1.34 million.

Net proceeds of about RMB 732.66 million are earmarked as follows: • RMB 700.00 million to repay outstanding Group borrowings • RMB 32.66 million to supplement general working capital

The purchaser is an associate of substantial shareholder Xi’an Qujiang Cultural Financial Holdings (Group) Co., Ltd., rendering the transaction a connected deal under Chapter 14A of the Hong Kong Listing Rules. Because the applicable percentage ratios exceed 75%, the sale also constitutes a very substantial disposal under Chapter 14. Approval from independent shareholders will be sought at a special general meeting, and a circular is expected on or before 11 June 2026.

Century Ginwa states that the divestment will strengthen liquidity, reduce finance costs and allow greater focus on core retail operations, while the loss of revenue contribution is considered immaterial (3.3% of FY 2025 Group revenue).

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