C&D Property, C&D International Acquire 100% of Lianfa Property for RMB304.41 Million; Ink Three-Year Management Mandate for C&D City Service, Scrap Prior MOU

Bulletin Express
09/11

C&D Property Management Group Co., Ltd. (“C&D Property”, 02156) and its parent C&D International Investment Group Limited (“C&D International”) announced three related developments after market close on 11 September 2026:

1. Acquisition of Lianfa Property • Xiamen Lirong, a wholly-owned unit of C&D Property, agreed to purchase 100% of Lianfa (Group) Property Services Co. (“Lianfa Property”) from Xiamen Lianfa (a C&D Inc. subsidiary) for cash consideration of RMB304.41 million (USD42 million). • Payment terms: RMB254.41 million within 10 business days of completion; RMB50.00 million by 10 July 2027. • Upon completion, Lianfa Property will become an indirect subsidiary of both C&D Property and C&D International, with financial consolidation into their statements. • Valuation: Independent valuer United Zhonghe used a market approach (EV/EBITDA 3.35x) to derive an equity value of RMB304.41 million, implying a 386.8% premium to Lianfa Property’s book net assets of RMB62.53 million (as at 31 March 2026). • Financial snapshot of Lianfa Property:  – 2025 revenue undisclosed; profit before tax RMB57.90 million, profit after tax RMB48.04 million (up 22.6% YoY).  – Total assets RMB909.56 million; net assets RMB62.53 million (31 March 2026). • Regulatory status:  – For C&D International, the deal is a connected transaction requiring announcement only (percentage ratios >0.1% but <5%).  – For C&D Property, it is both discloseable and connected (percentage ratios >5% but <25%), triggering announcement, circular and independent shareholders’ approval.

2. Entrusted Management Agreement with C&D City Service • C&D Property Service (wholly owned by C&D Property) will manage C&D City Service, an urban services subsidiary of Xiamen C&D, from 11 September 2026 to 31 December 2028. • Fee structure: (i) base fee of 1% of annual operating income; (ii) performance incentive fee equal to 10% of net profit above a 10% ROE hurdle. • Annual caps: service fees capped at RMB25.00 million (USD3.46 million) per year for 2026-2028. • Listing Rules:  – Exempt for C&D International (all ratios <0.1%).  – Subject to reporting, annual review and announcement for C&D Property (ratios ≥0.1% but <5%); independent shareholders’ approval not required.

3. Termination of C&D City Service Acquisition MOU • The previously announced non-binding memorandum for C&D Property’s potential purchase of C&D City Service has been terminated by mutual consent after parties failed to agree definitive terms. The companies state no material adverse financial impact from this decision.

Corporate Governance Directors with overlapping roles between C&D Inc., C&D Property, C&D International and Lianfa Group abstained from relevant board votes to mitigate conflicts of interest. An independent board committee and financial adviser will opine on the fairness of the Lianfa Property acquisition for C&D Property’s independent shareholders.

Investors are advised to exercise caution when dealing in the securities of both C&D Property and C&D International.

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