E-Star CM Announces RMB5.50 Million Disposal of Changzhou Commercial Management and Switches to Asset-Light Operating Model

Bulletin Express
04/09

E-Star Commercial Management Company Limited (E-Star CM) has agreed to sell its entire equity interest in Changzhou Commercial Management for RMB5.50 million, marking a strategic transition of the Changzhou property from a sublease service model to a brand and management output services model.

Transaction Details • Consideration: RMB5.50 million in cash, set through arm’s-length negotiations. • Benchmark: The price represents a premium to Changzhou Commercial Management’s unaudited net assets of approximately RMB3.91 million as at 31 December 2025. • Profit Track: Changzhou Commercial Management recorded unaudited post-tax profit of about RMB4.88 million for FY2025, which the Board also assessed when setting the consideration.

Strategic Rationale 1. Risk Transfer: Under the current sublease model, E-Star CM bears fixed rental obligations that rise roughly 3% annually, alongside vacancy and tenant renewal risks. Post-transaction, these liabilities and associated operational risks shift outside the Group. 2. Asset-Light Focus: E-Star CM will continue to provide brand and management services to the property and earn service fees, preserving revenue potential without lease liabilities. 3. Competitive Environment: Intensifying competition and ageing surrounding properties in Changzhou’s Wujin District create uncertainties around tenant demand, occupancy and rental levels. The new model shields the Group from volatility while maintaining its market presence.

Regulatory Classification Based on applicable percentage ratios—exceeding 0.1% but below 5%—the disposal is classified as a connected transaction under Chapter 14A of the Hong Kong Listing Rules. It requires announcement and reporting only; independent shareholders’ approval is not necessary. The company corrected its earlier headline to remove “Discloseable,” confirming the transaction is not a discloseable transaction under Chapter 14.

Board View Directors, including independent non-executive members, deem the consideration fair, on normal commercial terms, and in the interests of shareholders, citing improved financial flexibility and alignment with the long-term strategy to reduce fixed-rent sublease exposure.

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