Nanfang Stock (600250): Enquiry Letter

Nanfang shares (600250) received the inquiry letter of the Shanghai Stock Exchange Regarding the disclosure of information on the issue of shares issued by the Nanjing textiles import and export Limited by Share Ltd and the collection of matching funds and related transaction plans. The Shanghai stock exchange requires Nanfang share to explain the basic situation of trial operation of the Qinhuai River's construction and joint tour tour business, the impact on Qinhuai's scenic spot cruise business, and the measures to be taken in Qinhuai's scenery. It shows whether the commercial consideration of the acquisition of Qinhuai's scenery is in line with the relevant provisions of the forty-third article on the independence of the major asset reorganization management measures of the listed companies. It also explains the reasons and reasonableness of the three transaction valuation differences before and after the three valuation methods of equity transfer transactions and the operating performance of the target companies.

According to the Shanghai Stock Exchange, according to Nanfang textile shares (600250), the disclosure of shares issued by the board of directors for the purpose of purchasing assets and raising matching funds and related transaction plans is considered by the board of directors. It is planned to purchase the 51% stake in Nanjing Qinhuai scenery and tourism Limited by Share Ltd (Nanjing Qinhuai scenery or target company) and raise matching funds by issuing shares in Nanjing Qinhuai Cultural Tourism Group Co., Ltd. Nanfang shares (600250) intends to issue shares to Confucius Temple Wen Lu to buy 51% stake in its Qinhuai scenery. Its main business is to provide tourists with sightseeing tours on the Qinhuai River's waters. At present, the the Qinhuai River subsidiary of the controlling group of the Nanfang share holding group, which is a subsidiary of the tourism group, is engaged in the construction of the Qinhuai River and Wuding tourism. The Wuding gate, the three branch estuary, is about 12.5 km long, and the Binjiang section of Nanjing is a tour business. The Shanghai stock exchange requires Nanfang shares to explain the basic situation of the Qinhuai River construction and the trial operation of the tour business mentioned above, and the impact on Qinhuai's scenery and cruise business, as well as the measures to be taken by Qinhuai's scenery. In the case of controlling shareholders' further integration of Nanjing's water surface tour business, the commercial consideration of the acquisition of Qinhuai scenery is in line with the relevant provisions of the forty-third articles on independence of the major asset reorganization management measures of listed companies.

According to the Shanghai Stock Exchange, according to the disclosure plan of Nanfang share (600250), the benchmark date of assets evaluation of the transaction is April 30, 2019, and the estimated value of all shareholders' equity value of the target company is 533 million yuan, and the corresponding underlying assets are valued at 272 million yuan. In April 2017, the amount of capital invested by Qinhuai scenery shareholder Confucius Temple cruise ship to the opponent's Confucius temple travel agency transferred to the target company was 25%. The cost method was used as an evaluation method, and the assessed value was 62 million 79 thousand and 600 yuan. In November 2018, Chen Qiyuan passed the stock transfer trading system and received 1000 shares from the Confucius Temple cruise ship. The valuation method and the operating performance of the target company indicate the reason and rationality of the difference between the three transaction valuations before and after the transaction. The Shanghai stock exchange requires Nanfang shares to declare that the franchise of the cruise ship on the Qinhuai River in the underlying assets is due to expire in August 4, 2037. The asset trademark "Qinhuai painted boat" is registered in 2010 and is valid for 10 years. It is expected that after the expiration, it can not be passed through the reexamination, indicating whether the foregoing items are considered in the assessment and the specific effects of the foregoing items on the assessment. The Shanghai stock exchange requires Nanfang shares to indicate that the valuation of the underlying assets is comparable to that of the listed companies. Please state whether the relevant reports are true and clarify the three reports. The Shanghai stock exchange requires Nanfang shares to disclose the price of the Confucius Temple cruise ship to the above share transfer, and the market value of the corresponding underlying assets, combined with the three equity transfer transactions before and after the transaction.