Nanfang Shares (600250): Part Of Equity And Related Pactions Completed By The Green Poetry Group

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

1. The basic situation of pactions

The Nanjing textile import and export Limited by Share Ltd (hereinafter referred to as Nanfang shares or company), the ninth six Board of directors and the first provisional shareholders' meeting in 2019, adopted the motion on partial shareholding and related pactions of the pferee green group, and agreed to a wholly owned subsidiary, Hongkong Xinda International Investment Co., Ltd. (Hong Kong Newdawn International Co., Limited, hereinafter referred to as "Xin Da Investment"), with a total price of HK $1, once again pfered to the joint venture company and associated group Lang Shi Group Limited by Share Ltd (hereinafter referred to as "Lang Shi Group"), a wholly owned subsidiary of Landsea International Holdings Limited held by Hong Kong listed companies Lang Shi Green Group Co., Ltd. (stock short: Lang Shi green group, stock code: 00106.HK) 114426923 shares (2.42% of the total capital stock of long poem green group).

See the announcement of the ninth six resolutions of the board of directors issued by the company in April 30, 2019 and May 16, 2019, the announcement on the partial shareholding and related pactions of the green group of the granting of Lang poetry, and the resolution of the first extraordinary general meeting of 2019 (2019-005, 009, 011).

Two, paction progress

In May 29, 2019, Xinda investment and Landsea International Holdings Limited signed the agreement on the sale of Rand green group shares and completed the registration of shares pfer.

Three, the main contents of the share pfer agreement

Buyer: Hong Kong Newdawn International Co., Limited

Seller: Landsea International Holdings Limited

1. sale of shares

114426923 shares of long poetry Green Group Co., Ltd.

2. sale of shares

Subject to the terms and conditions of this agreement, the Seller agrees to sell and the buyer agrees to purchase the shares to be sold. The shares shall be subject to any limitation of property right from the date of completion of the paction, together with all relevant rights and interests (including, but not limited to, all dividends or distributions distributed or declared on or after the date of completion of the paction).

3. cost

The cost of the sale and purchase of the shares is HK $1. The Seller hereby confirms that the price has been paid.

4. paction completed

The parties must complete the paction at 1:00 or prior to the completion date of the paction at the agreed place between the buyer and the seller.

5. guarantee clause

The Seller shall have the full power and authority to sign and perform this agreement when all conditions are satisfied. The provisions of this Agreement shall constitute an effective and binding obligation upon the signing of this Agreement and shall be enforceable in accordance with the provisions of this agreement, and the Seller shall have the right to pfer to the buyer the sale shares which are free from any property rights under this agreement.

The seller's share of the sale to the buyer or his nominee pursuant to this Agreement shall be free from any property right when the paction is completed.

The parties shall sign, make and perform or urge other persons in need to sign, make and carry out any documents, notices, warranties, deeds, deeds and matters so as to enable the paction under this agreement to be completed.

6. expenditure and stamp duty

Each party shall bear the expenses and expenses (including legal fees) incurred in the preparation, negotiation, signature and performance of the agreement and all documents related or incidental to the paction in accordance with this agreement.

The stamp duty (if any) related to the sale and purchase of shares under this Agreement shall be shared equally between the two parties.

The buyer undertakes that he will pay the stamp duty formalities within the prescribed time in accordance with applicable law and bear all costs and charges which are not paid in accordance with the relevant provisions.

7. applicable law and jurisdiction

This Agreement shall be governed by and interpreted by the law of the Hongkong.

8. entry into force

This Agreement shall come into force on the date of signing by both parties.

Four. Other related matters.

Before the paction, Xin Da invested a total of 200081004 shares of Lang Shi green group, accounting for 4.24% of the total capital stock of Long Shi green group. After the completion of the paction, Xinda invested a total of 314507927 shares of Lang Shi green group, accounting for 6.66% of the total capital stock of Long Shi green group, and Xin Da Investment became a shareholder of more than 5% of the group.

In accordance with the relevant provisions of the securities and Futures Ordinance of Hongkong, the disclosure of interest by Xinda investment and Nanfang shares was disclosed on the stock exchange of Hongkong on May 30, 2019.

Notice hereby

The board of directors of Nanjing textiles import and export Limited by Share Ltd

May 31, 2019