Nanjing Central Shopping Center (Group) Co., Ltd. Announcement of progress of related party transactions

Stock abbreviation: Central Shopping Mall Stock code: 600280 Number: Pro 2021-043

The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.

I. Overview of Related Party Transactions

Nanjing Central Shopping Center (Group) Co., Ltd. (hereinafter referred to as the "Company") In order to promote the sale of commercial housing such as shops and apartments in the real estate sector, the 15th meeting of the 9th Board of Directors of the Company and the 1st Extraordinary General Meeting of Shareholders in 2021 deliberated and passed the "Proposal on Related Party Transactions of the Company", and agreed that the affiliated companies controlled by the actual controller of the Company (except the listed companies) paid the purchase price on behalf of third-party buyers (non-related parties). The amount of related party transactions is expected to be no higher than RMB350 million (for details, see the Company's Announcement on Related Party Transactions disclosed by the Company on January 6, 2021, Announcement No. 2021-005).

2. Progress of related party transactions

Zhenjiang Yurun Central Shopping Plaza Co., Ltd., a holding subsidiary of the Company, sold the existing commercial housing to a third-party buyer (non-related party) Daqian Ecological Environment Group Co., Ltd. (hereinafter referred to as "Daqian Ecology"), and the cumulative transaction amount of Xuzhou Yurun Agricultural Products Global Purchasing Co., Ltd. and Xuzhou Yurun Real Estate Co., Ltd., which is controlled by the actual controller, is 29,932,894.00 yuan, and the company's holding subsidiary Zhenjiang Yurun Central Shopping Plaza Co., Ltd. has received all the transaction payments. And (April 13, 2021) to complete the online signing process, the transaction amount is within the transaction amount approved by the company's shareholders' general meeting.

3. Introduction of related parties

1. Xuzhou Yurun Agricultural Products Global Purchasing Co., Ltd

Address: The overlapping section of G311 and G310 National Highway in Quanshan District, Xuzhou City, is 600 meters west along G311

Legal representative: Zhu Yicai

Registered capital: 200 million yuan

Type of company: Limited liability company

Business scope: fresh edible agricultural products, household appliances, washing supplies, daily necessities, clothing, building materials, hardware and electricity, arts and crafts, knitted textile sales; clock and watch maintenance; optometry and glasses service; decoration design; property management; car rental; car cleaning services; purchasing car and ship tickets; photo expansion services; economic and trade information consulting services; self-operated and agent of various types of commodities and technologies import and export business (except for commodities and technologies that are restricted by the state or prohibited from import and export); indoor and outdoor decoration project construction Housing leasing; sales of machinery and equipment for construction engineering, building decoration materials; hotel management services. Real estate development, sales; wholesale and retail of prepackaged and bulk foods; retail sales of cigarettes and cigars; warehousing services; planting and selling of crops. General projects: parking lot services (except for projects that must be approved according to law, independent business activities according to law with business licenses)

Shareholding structure: Jiangsu Yurun Agricultural Products Group Co., Ltd. holds 90% of the equity, and Yurun Holding Group Co., Ltd. holds 10% of the equity.

Key financial data: As of December 31, 2020, the company achieved operating income of 105.2705 million yuan, net profit of -67.5387 million yuan, total assets of 3280.4869 million yuan, and net assets of -68.2605 million yuan.

2. Xuzhou Yurun Real Estate Co., Ltd

Address: Xuzhou Quanshan District Spark Street Office Xicheng Commercial Building 4th Floor

Legal representative: Zhu Yicai

Registered capital: 670.32048 million yuan

Business scope: real estate development, sales. Interior and exterior decoration engineering construction; housing leasing; sales of machinery and equipment for construction engineering, building decoration materials; hotel management services; property management. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments)

Shareholding structure: Xuzhou Yurun Agricultural Products Global Procurement Co., Ltd. holds 74.59% of the equity, taicang Yurun Real Estate Development Co., Ltd. holds 25.41% of the equity.

Main financial data: As of December 31, 2020, the company achieved operating income of 912,100 yuan, net profit of -2,870,200 yuan, total assets of 1,895,392,700 yuan and net assets of 352,390,800 yuan.

Fourth, the basic situation of the transaction target

Full name of the company: Zhenjiang Yurun Central Shopping Plaza Co., Ltd

Company residence: No. 8, Jiangzhou West Road, Sanmao Town, Yangzhong City

Location of the standard: Located on the south side of Workers Road in Yangzhong City, on the west side of Gangbei Road.

The valuation value of the subject: 269.9211 million yuan, a total of 166 evaluation subjects.

The subject of this transaction is the stock of commercial housing under the name of Zhenjiang Yurun Central Shopping Plaza Co., Ltd., and 13 items of the transaction have been dematerialized, and the transaction amount is 29.9329 million yuan.

Fifth, the main content and pricing policy of the transaction

1. The main content of the agreement

Zhenjiang Yurun Central Shopping Plaza Co., Ltd. and Daqian Ecology signed a tripartite agreement with Xuzhou Yurun Agricultural Products Global Procurement Co., Ltd. and Xuzhou Yurun Real Estate Co., Ltd. to pay for the purchase of commercial housing on behalf of Xuzhou Yurun Real Estate Co., Ltd., which stipulates that the purchase price to be paid by Daqian Ecology will be paid by Xuzhou Yurun Agricultural Products Global Purchasing Co., Ltd. and Xuzhou Yurun Real Estate Co., Ltd., which have business dealings with it, and the insufficient part will be paid by Daqian Ecology itself. Zhenjiang Yurun Central Shopping Plaza Co., Ltd. will sign a contract for the sale and purchase of commercial housing with Daqian Ecology after receiving all the housing payments, and the time arrangement for the delivery or transfer of the real estate and the liability for breach of contract shall be executed in accordance with the contract for the sale and purchase of commercial housing.

2. Pricing policy

The pricing policy is determined based on the results of the evaluation of the subject matter and within a reasonable range of the assessment of the subject through consultation between the two parties.

Sixth, the purpose of the transaction and the impact on the listed company

In order to promote the sales of commercial housing, the company makes full use of the extensive business chain resources of the actual controller and its affiliates to expand the dematerialization of commercial housing and form related party transactions. The related party transaction is conducive to promoting the sales and dematerialization of the company's real estate sector stock of shops, apartments and other commercial houses, is conducive to the holding subsidiary to timely return the funds backlog in the real estate sector, is conducive to the overall healthy development of the company, and there is no harm to the interests of the company and shareholders.

The related party transaction had a positive impact on the company's financial position and operating results, and the specific amount of the impact was determined by the results of the accountant's audit.

7. Related party transactions with the actual controller and its affiliates within 12 months

1. On March 9, 2020, the eighth meeting of the ninth board of directors of the company deliberated and approved the related party transaction proposal of the company and its holding subsidiary to lease office buildings and property management of Jiangsu Yurun Meat Industry Group Co., Ltd. controlled by the actual controller, and the affiliated directors recused themselves from voting, and the other directors unanimously agreed to pass the proposal.

2. On January 5, 2021, the fifteenth meeting of the ninth board of directors of the company deliberated and passed the "Proposal on expected daily related party transactions of the company in 2021", and the company accepted the labor services provided by Nanjing Yurun Vegetable Basket Food Co., Ltd., Jiangsu Yurun Property Service Co., Ltd. and Nanjing Yurun Meat Products Co., Ltd., which were controlled by the actual controller; Nanjing Yurun Vegetable Basket Food Co., Ltd. and Hubei Yurun Meat Food Co., Ltd., a related party of the new transaction on January 11, 2021, were entrusted to sell their products and commodities on their behalf. The affiliated directors recused themselves from voting, the other directors unanimously agreed to pass the proposal, and the "Proposal on the Company's Expected Daily Related Party Transactions in 2021" was deliberated and approved by the Company's general meeting of shareholders.

3. On January 5, 2021, the 15th meeting of the ninth board of directors of the company deliberated and passed the "Proposal on Related Party Transactions of the Company", and agreed that the affiliated company controlled by the actual controller of the company (except the listed company) paid the purchase price on behalf of the third-party buyer (non-related party). Affiliated directors recused themselves from voting, other directors unanimously agreed, and were deliberated and approved by the company's general meeting of shareholders. The transaction is an announcement of the progress of the related party transaction.

This is hereby announced.

Board of Directors of Nanjing Central Shopping Center (Group) Co., Ltd

June 30, 2021

Stock code: 600280 Securities abbreviation: Central Shopping Mall Announcement number: 2021-042

Nanjing Central Shopping Center (Group) Co., Ltd

Announcement of resolutions of the Third Extraordinary General Meeting of Shareholders in 2021

Important Content Tips:

● Whether there is a veto at this meeting: None

1. Convening and attendance of meetings

(2) Venue of the shareholders' meeting: Conference room on the second floor of the company, No. 10 Yurun Road, Jianye District, Nanjing

(iii) Ordinary shareholders present at the meeting and preferred shareholders whose voting rights have been restored and their shares held:

(4) Whether the voting method complies with the provisions of the Company Law and the Articles of Association of the Company, and the presiding status of the general meeting.

The shareholders' meeting was convened by the board of directors of the company, presided over by Mr. Zhu Jun, the chairman of the board of directors of the company, and the proposal was deliberated and passed by registered vote, which was in line with the provisions of the Company Law and the Articles of Association. Some of the company's directors, supervisors and senior management, as well as lawyers from law firms, attended the conference.

(5) The attendance of the company's directors, supervisors and secretary of the board of directors

1. There are 7 directors in office and 5 directors of the company, and the directors Ms. Zhu Yuan and Mr. Zhao Shunlong were unable to attend the meeting due to their affairs;

2. The company has 3 supervisors and 3 people attending;

3. Mr. Guobao, Secretary of the Board of Directors, attended the meeting.

2. Deliberation of bills

(1) Non-cumulative voting proposals

1. Name of the proposal: The company's proposal to increase the number of related parties to daily related party transactions

Outcome of the deliberations: Adopted

Voting Status:

(2) Voting of shareholders with less than 5% in connection with major matters

(iii) A note of the relevant information on the voting of motions

The resolution for consideration at the meeting was adopted. Proposal 1 of the meeting is a related party transaction proposal, and jiangsu Dihua Industrial Group Co., Ltd., a related shareholder participating in the meeting, recused himself from voting.

3. Lawyers witness the situation

1. The law firm witnessed at the shareholders' meeting: Grandall Lawyers (Nanjing) Law Firm

Lawyers: Zhu Jing, Fu Xin

2. Lawyers witness concluding observations:

Our lawyers believe that the convocation and convocation procedures of the company's current shareholders' meeting, the qualifications of the personnel attending the meeting, the qualifications of the convener, the voting procedures and voting results of the meeting all comply with the provisions of the Company Law, the Securities Law, the Rules of the General Meeting of Shareholders, the Detailed Rules for the Implementation of Online Voting and the Articles of Association of the Company, and are legal and valid.

4. Directory of documents for reference

1. Resolutions of the shareholders' general meeting signed by the participating directors and stamped with the seal of the board of directors;

2. A legal opinion signed by the director of the witnessed law firm and affixed with the official seal.