Ying Hai entered into the Equity Transfer Agreements for Acquisition of a PRC Travel Agency Company

ETC

Seize the opportunity of Macau’s tourism market in the post-epidemic era

HONG KONG, Aug. 25, 2021 /PRNewswire/ — Ying Hai Group Holdings Company Limited ("the Company" or "Ying Hai Group", together with its subsidiaries, the "Group", HKSE stock code: 8668) is pleased to announce that, the Group entered into the Equity Transfer Agreements for acquisition of entire equity interest in Zhuhai Huanya International Tourism Co., Ltd. ("Target Company") at the purchase price of RMB1,551,641 (equivalent to approximately HK$1,861,969).

The Equity Transfer Agreements shall replace and supersede the MOU, dated 8 June 2021. According to the MOU, the Target Company involves travel business and selling air tickets and currently holds a permit to carry out travel agency in the PRC. It is also accredited as a member of the International Air Transport Association ("IATA") and is permitted to sell international air passenger transportation. The acquisition of a tourism company in the PRC is expected to bring synergy to the existing tourism business in Macau by expanding the sales network to the PRC. Further, the acquisition of a PRC tourism company would help the Group facilitate its cooperation with other PRC tourism companies and PRC hotels and thus expand its tourism business in the PRC market in the long run.

The Consideration

The Equity Transfer Agreements will acquire 50% equity interest in the Target Company held by Mr. Cao Yongfeng and Ms. Huang Zimin. As disclosed in the Announcement, the consideration agreed in the MOU was RMB800,000. Upon conducting further due diligence on the Target Company, the Group learned that it is necessary for the Target Company to maintain certain contract deposits in order to maintain its operation as travel agency. As such, the Purchaser and the Vendors, after arm’s length negotiation, agreed to upwardly adjust the total consideration payable to the Vendors from RMB800,000 to RMB1,551,641, which reflects the cash and the additional value of the contract deposits of approximately RMB751,641. The total consideration of RMB1,551,641 shall be payable to the Mr. Cao and Ms. Huang in equal shares according to the Equity Transfer Agreements as First Purchase Price and Second Purchase Price.

The Directors are of the view that the entering into of the Equity Transfer Agreements and the transactions contemplated thereunder (including the terms and conditions of the Equity Transfer Agreements, in particular the consideration and the payment terms) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Mr. Choi Wai Chan, Chairman, Chief Executive Officer and Executive Director of the Group said: "Macao is located adjacent to Zhuhai with frequent economic and business activities across the boundary. Through acquisition of this Zhuhai Travel Company, we will be able to encourage more Mainland tourists travelling to Macao, as well as generate synergies with Group’s business. We are so confident about the prospects of Macao’s tourism industry and believe that the number of tourists and their spending will rebound gradually after the outbreak of COVID-19. Looking forward, the Group will continue to look for M&A opportunities with other hotel operators and travel agencies, gain in market share and strengthen our market position in Macau’s tourism industry."

About Ying Hai Group Holdings Company Limited

Ying Hai Group Holdings Company Limited was established in 2014, the first listed tourism company in Macao. The Group committed to innovation and attempt and integrated online and offline channels in optimizing our services, in order to provide the newest tourism resources, products, and customized services to our customers. The Group’s services including tourism services, entertainment, and cultural and creative products.

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