Beijing Urban-Rural Commercial (Group) Co.,Ltd. (SHSE:600861) agreed to acquire 86% of stake in Beijing Foreign Enterprise Human Resources Service Co., Ltd. from Beijing State-owned Capital Operation and Management Company Limited, for CNY 6.5 billion in an Asset exchange transaction on October 19, 2021. Beijing Foreign has a total assets of CNY 12,990 million and net assets of CNY 3,604 million on June 30, 2021. The transaction plan has been reviewed and approved by the twentieth meeting of the ninth Board of Directors of Beijing Urban-Rural Commercial. The transaction plan has passed the pre-approval of Beijing SASAC. The transaction is subject to approval of The state-owned assets supervision and administration department, shareholders of Beijing Urban-Rural, The anti-monopoly authority, The China Securities Regulatory Commission and Other necessary pre-approval, approval or consent required by laws, regulations and regulatory authorities. On April 11, 2022, Beijing Urban and Rural Commercial (Group) Co., Ltd. Beijing Urban and Rural Commercial (Group) Co., Ltd. On April 26, 2022, Beijing Municipal People's Government State-owned Assets Supervision and Administration Commission has approved the transaction. The shareholders meeting of Beijing Urban-Rural Commercial (Group) Co.,Ltd is scheduled on April 27, 2022. As on April 27, 2022, Beijing Urban-Rural Commercial (Group) Co., Ltd.'s shareholders have approved the transaction. The company will exchange all its assets and liabilites as of the appraisal base date excluding retained assets with 86% stake in Beijing Foreign Enterprise Human Resources Service Co., Ltd. held by Beijing State-owned Capital Operation and Management Company Limited. The company will acquire the difference in value between the 86% stake in Beijing Foreign Enterprise and the swap-out asset by issuing shares to Beijing State-owned Management. The company will acquire 8.8125% stake, 4% stake, 1.1875% stake in Beijing Foreign Enterprise from Tianjin Rongheng Equity Investment Partnership Enterprise, Beijing Innovation Industry Investment Co., Ltd. and Beijing Jingguofa Equity Investment Fund by way of share issuance. Through this reorganization, the company will obtain 100% stake in Beijing Foreign Enterprise. The transaction price of the 100% stake in Beijing Foreign Enterprise is CNY 6.5 billion. The company will issue approximately 154.3 million shares as payment for this asset acquisition. The company will issue A shares to Beijing State-owned Management to raise supporting funds. The shares subscribed by Beijing State-owned Management in this raising of supporting funds of CNY 1.59 billion shall not be transferred within 36 months after the issuance completion date. CSC Financial Co., Ltd. (SEHK:6066) acted as financial advisor and Zhong Lun Law Firm acted as legal advisor to Beijing Urban-Rural Commercial (Group) Co.,Ltd. (SHSE:600861). As of July 27, 2022, Beijing Urban-Rural received CSRC approval. As of July 13, 2022, the China Securities Regulatory Commission Listed Company M&A and Restructuring Review Committee held the 11th M&A and Restructuring Committee working meeting in 2022, and had reviewed the major asset replacement and issuance of shares to purchase assets and private placement to raise supporting funds and related transactions According to the review results of the meeting, the company's reorganization was unconditionally approved. At present, the company has not received the official approval document from the China Securities Regulatory Commission, and will make a separate announcement when the company receives the relevant approval documents from the China Securities Regulatory Commission.

Beijing Urban-Rural Commercial (Group) Co.,Ltd. (SHSE:600861) completed the acquisition of 86% stake in Beijing Foreign Enterprise Human Resources Service Co., Ltd. from Beijing State-owned Capital Operation and Management Company Limited on April 3, 2023.