"Nangui" high-speed passenger ship

Transferor commitment

The transferor intends to transfer the underlying assets and entrust the transaction institution to publicly disclose the asset transfer information and organize the trading activities. On the principle of openness, fairness, impartiality and integrity, the following commitments are made:

1. This asset transfer is out of our true intention expression and the ownership of the transferred asset is clear, and we have full disposal rights to the assets without any restrictions on the implementation;

2. We have fulfilled the corresponding procedures for the transfer of our assets, and corresponding approval has been obtained after effective internal decision-making;

3. The contents of the "Asset Transfer Announcement" and its attached materials submitted by us are true, complete, legal and valid without false records, misleading statements or major omissions;

4. In the process of transfer, we comply with the laws and regulations and the relevant rules of the property rights trading market, and fulfill our obligations in accordance with relevant requirements.

We promise to abide by the commitments above. In case of breach of the aforesaid commitments or any violation resulting in losses to the related exchange parties, we will assume legal responsibilities and the relevant responsibility for economic compensation.

Basic Information of subject matter

Name of Subject Matter

"Nangui" high-speed passenger ship

Transfer reserve price (ten thousand yuan)

378.9

Listing date

July 25, 2019

Listing deadline

Aug. 21, 2019

Asset Overview

The overall appearance of the ship is well maintained without obvious dents and excessive rust in the hull plating, main deck and upper deck above the waterline. Other equipment in the cabin is working well, which is clean and tidy and in good management. The equipment of the ship is in normal operation and the interior decoration of the superstructure is in good condition. Fire protection and life-saving equipment on board are within the validity period.

Other specific information of the asset

The status of the subject matter

idle

Additional comments

Name of the ship: Nangui

IMO number: 9048172

Ship Registration No. ：090106000289

Port of Registry: Guangzhou

Type of ship: high-speed passenger ship

Hull material: Aluminum alloy

Date of completion: July 1, 1992

Shipbuilding location and shipyard: Australia Ostar Shipyard Co., Ltd.

Total crew number: 10 persons

Total number of passengers:332 persons

Overall length: 38.00 meters

Molded breath: 11.50 meters

Molded depth: 3.70 meters

Gross tons: 503

Net tons: 150

Main engine type: internal combustion engine

Main engine power: 3650.00KW (MTU16V396, 2)

Propeller type: Hydrojet

TRANSACTION CONDITIONS

Listing start date

July 25, 2019

Listing announcement period

20 working days

Whether to automatically extend

□ Yes

Extension rules

If no potential transferee is solicited when the announcement period ends, there will be an extension period of (5) working days, with the maximum up to 8 periods.

Terms of Payment

One-time payment Price payment requirements: The transferee shall pay the full transaction price within five working days from the date when the Asset Transaction Contract is signed and take effect.

□ Whether the persons with preemption give up the right of preemption

Major events and other disclosures

1. According to the asset evaluation Report on “Nangui” High-speed Passenger Ship's Market Value Project Related to the Proposed Asset Disposal of Guangzhou Panyu Lianhuashan Port Passenger Transport Co., Ltd. issued by Guangzhou City Land Real Estate Assets Appraisal Co. Ltd.(Sui Wancheng Ping Bao No. [2018] 45), the “Certificate of Having Completed Special Periodic Inspection” herein provided by the entrusting party states that the validity of such certificate shall expire on June 30, 2017. In line with the corresponding regulations of Provisions on the Administration of Old Transport Vessels ( the Ministry of the People's Republic of China Decree No. 8 [2006]), the stipulated service life of the evaluated ship shall end on June 30, 2017 and its continual use afterwards will be restricted in China, which is brought to the attention from the report users.”

2. For other disclosures, please refer to the “Market Value Project Asset Evaluation Report of the “Nangui” High-Speed Passenger Ship related to the proposed assets disposal of Guangzhou Panyu Lianhuashan Passenger Transport Co., Ltd., issued by Guangzhou City Land Real Estate Assets Appraisal Co. Ltd. (Sui Wancheng Ping Bao Zi [2018] No. 045).

Special note: The transferor shall describe the current status of the underlying assets as cautiously and comprehensively as possible based on the existing archival materials and relevant intermediary reports, but such descriptions and related materials do not constitute any commitment or guarantee to the intended transferee, but tips and introductions to the intended transferee to understand the status of the underlying asset. Intended transferee's participation in the transaction is considered to have thoroughly and thoroughly conducted due diligence investigation by itself or an entrusted professional organization, as well as have a full and thorough understanding of the actual situation of the underlying assets.

Other conditions related to the transfer

Transfer instructions:

1. The potential transferee must complete the transfer application procedure (including submitting the “Application for Transfer of Assets” and its attachment materials, paying the earnest money or deposit, etc.) before 17:00 on the deadline for the announcement of the transfer information. The time for receiving the transfer application materials is 9:00-17:00 on the working days during the information announcement period.

2. The potential transferee shall pay a transaction deposit of RMB 1 million to the settlement account of GuangDong United Assets and Equity Exchange during the information announcement period.

3. After the intended transferee complete the intention registration process and sign the “Confidential Letter of Commitment”, the transferee shall check the asset transaction documents and conduct due diligence investigation during the information announcement period. The intended transferee shall transfer the deposit to the settlement account of Guangdong Union Property Rights Exchange Center by remittance and transfer before 17:00 on the date of the announcement of the transfer information, marking "project name + use of funds" in the remarks column of the payment voucher.

3.1 Cash, cash remittance, collection check, bank draft and other payment methods shall be unacceptable for the project's earnest money, trading deposit or transaction price.

3.2 Guangdong Union Property Rights Exchange Center settlement account (for the payment of deposit and transaction price):

Account Name: GuangDong United Assets and Equity Exchange,Inc.

Account number: 391080100100117310

Bank: Industrial Bank Guangzhou Zhonghuan Branch

4. The GuangDong United Assets and Equity Exchange reviews the information submitted by the potential transferee and may request additional information from the potential transferee if necessary. During the information announcement period, if only one qualified potential transferee signs up to participate in the transaction, the transferor and the qualified potential transferee shall directly sign the “Asset Transaction Contract” in accordance with the notice of the GuangDong United Assets and Equity Exchange; in case that there are two or more than two qualified potential transferees, after the transferee is determined through online bidding, the transferor and the transferee shall sign the “asset transaction contract” in accordance with the notice of the GuangDong United Assets and Equity Exchange.

5. The transferee shall, before the issuance of the transaction vouchers by the Guangdong United Assets and Equity Exchange Center, pay the relevant service charges to the GuangDong United Assets and Equity Exchange in accordance with relevant regulations or agreements. The transferee shall transfer the above fees to the following account by means of remittance and transfer, indicating “project name + use of funds” in the remarks column of the payment voucher.

5.1 Cash, cash remittance, collection check, bank draft and other payment methods shall be unacceptable for the project's earnest money, trading deposit or transaction price.

5.2 Guangdong Union Property Rights Exchange Center Account (for collecting service charges):

Account Name: GuangDong United Assets and Equity Exchange, Inc.

Account number: 394880100166886666010001

Opening bank: Industrial Bank Guangzhou Branch Business Department

6. The potential transferee referred to in this announcement refers to a natural person, legal person or unincorporated organization that has the intention to purchase the underlying asset and submit the written application for transfer acceptance to the GuangDong United Assets and Equity Exchange. The term "Qualified Potential Transferee" as used in this announcement refers to the potential transferee who has been examined by the GuangDong United Assets and Equity Exchange and has met the conditions of and requirements for transfer and obtained the "Notice of Qualification Examination Confirmation Result" issued by GuangDong United Assets and Equity Exchange. The start and end date of the listing as stated in this announcement is the starting and ending date of the information announcement of the project.

Duties of the transferee :

1. The transferee shall be responsible for handling the transfer of assets and the procedures for changing ownership, and the relevant expenses shall be borne by the transferee.

2. The taxes and fees arising from the transfer of assets shall be paid by the parties to the transaction in accordance with the relevant provisions of the PRC.

3. The transferee shall fully understand the laws and regulations related to China's ship management and will not use the transfer subject matter for purposes in conflict with the law.

4. The transferee shall perform the corresponding obligations in accordance with the contract of the transaction.

5. The transferee shall pay the full transaction price within five working days from the date of signing and taking effect of the Asset Transaction Contract.

6. Delivery address of the transfer subject matter: No. 1 Gangqian Road, Shilou Town, Panyu District, Guangzhou (Guangzhou Panyu Lianhuashan Port Passenger Transport Co., Ltd.).

Disposal scheme

Organizing transaction method

Online bidding

Quotation mode

Multiple quotes

Transfer qualification and review method

Is it necessary to register for review?

□ Yes

Transferee qualification

Compliance with requirements of laws and regulations

Is a joint transfer allowed?

□ Yes

Is online registration allowed?

Not allowed.

Rules for payment of security deposit

Collection plan

The method of collecting the deposit for this object is fixed deposit, and the amount of the deposit is 1000000 yuan.

Payment time

Paid after transfer registration in transaction institution

Requirement on Payment deadline

Before 17:00 on the listing deadline (subject to the bank arrival time)

Payment method

BANK TRANSFER:

Receiving account number

Beneficiary: GuangDong United Assets and Equity Exchange Account Number: 391080100100117310 Opening Bank: Industrial Bank Guangzhou Zhonghuan Branch

Content of guarantee

The guarantee for the project deposit shall be implemented in accordance with the contents of the transfer instruction in this announcement and the “Detailed Operation Rules for State-Owned Property Right Transfer Margin of Guangdong United Property Rights Trading Center and Detailed Operation Rules for State-owned Property Rights Transfer and Settlement Transaction Funds of Guangdong United Property Rights Trading Center.

Methods for disposal

1. The disposal of the project deposit shall be carried out in accordance with the contents of the transfer instruction in this announcement and the “Detailed Operation Rules for State-Owned Property Right Transfer Margin of Guangdong United Property Rights Trading Center and Detailed Operation Rules for State-owned Property Rights Transfer and Settlement Transaction Funds of Guangdong United Property Rights Trading Center.2. If the intended party fails to be confirmed as the transferee, within 5 working days from the date of confirming the transferee, the GuangDong United Assets and Equity Exchange will return the interest-free deposit to the relevant entity in accordance with regulations.3. If an earnest money is set up for the project , (1) Since the expiration of the information announcement, the earnest money shall not be applied for refund without any reason without the consent of Guangdong Union Property Rights Trading Center.(2) if the intended transferee fails to be recognized as the transferee, the earnest money shall be returned to the relevant entity without interest within 5 working days from the date of confirming the transferee.(3) After the intended transferee is confirmed as the transferee, the earnest money shall be automatically converted into the asset transaction price in accordance with the relevant agreement.

Basic Information on Transferor

Transferor's name

Guangzhou Panyu Lianhuashan Port Passenger Transport Co., Ltd.

Basic

Information

on transferor

Domicile/registered address:

Within Lianhuashan Port, Shilou Town, Panyu District, Guangzhou City

Legal representative:

Peng Dong

Registered capital (unit: 10 thousand yuan)

25,000.000000 RMB

Economic Type

wholly state-owned enterprises or solely state-owned enterprises

Company type

limited liability company

limited liability company

Unified Social Credit Code or Organization Code

91440113618785065G

Scale of operation:

medium-scaledmedium-scaled

Internal decision making

Board Resolution

Information

on approval

of the

property

transfer rights

Regulatory authority of State-owned Assets

Provincial (municipality, autonomous region) level SASAC supervision

Locality of regulatory authority

Guangdong (province)

Name of state-funded enterprise or competent authority

Guangdong Shipping Group Co. Ltd.

Name of approval unit:

Guangdong Shipping Group Co. Ltd.

Type of approval document

reply

Approval Date:

2017-05-30

(Name of approval document/ name of resolution

Reply on the Sale of the "Nangui" and "Lianshan Lake" of Lianhuashan Port

Contact information of operator

Contact person of the transaction institution:

Mr. Chen

Tel

020-22360021

Fax

020-22360299

Email

chenghao@csuaee.com.cn

Contact address of the transaction institution

Southern United Assets & Equity Exchange (GuangDong United Assets and Equity Exchange, State-owned AssetsTrading Business Sub-platform)--7F, Middle Block of Times Square, 28 Northern Tianhe Road, Guangzhou

Transaction institution website

http://www.csuaee.com.cn/；http://www.gduaee.com/

Hints

Special statements

1. According to the relevant laws and regulations of China, the entrusting party (transferor/capitalizing enterprise/lessor) shall truthfully disclose the project information as required and be responsible for the authenticity, completeness and legal validity of the disclosed information. The GuangDong United Assets and Equity Exchange does not assume any legal responsibility for the information disclosed by the entrusting party (transferor/capitalizer/lessor) and its consequences.2. The project information released by the Guangdong United Property Rights Trading Center through its own website and related media does not constitute any trading advice of the Center for any project. The intended transferee (potential lessee) shall not rely on the above disclosed information and shall conduct necessary due diligence and make a full understanding of the relevant circumstances of the project, make a full evaluation of whether to transfer (rent ) the project and the possible cost and risks after transferring the project, and bear all risks on its own. GuangDong United Assets and Equity Exchange does not assume any legal responsibility.3. If the intended transferee (intent lessee) has any ambiguity in understanding the disclosures in this announcement disclosed on the website of the GuangDong United Assets and Equity Exchange, the transaction-related information documents provided by the parties to the transaction and the related content in the final signed transaction contract shall prevail.