Orient Victory Travel Group Company Limited (SEHK:265), Orient Victory Property Development Group Co., Ltd. and Heng Sheng Xin Ye (Beijing) Asset Management Company Limited entered into an agreement to acquire Jiangsu Yiersan Real Estate Development Company Limited from Jiangsu Yinmao Holding (Group) Company Limited and Nie Jiangqiang for CNY 50 million on January 22, 2018. The consideration will be paid in cash and is subject to adjustment according to the valuation report on Jiangsu Yiersan Real Estate Development Company Limited to be prepared by an independent valuer. Orient Victory Travel Group Company Limited and Orient Victory Property Development Group Co., Ltd. will acquire 40% stake each and Heng Sheng Xin Ye (Beijing) Asset Management Company Limited will acquire 20% stake. CNY 0.5 million earnest money shall be payable in proportion within 3 business days of the agreement, 51% of the consideration after deducting the earnest money amounting to CNY 25 million shall be payable in proportion within 3 business days after the transfer of the entire equity interest of Jiangsu Yiersan Real Estate Development Company Limited, 29% of the consideration amounting to CNY 14.5 million shall be payable in proportion within 7 business days after the execution of a land assignment in respect of 80.22 mu of land in Hongshan Sports park and 20% of the consideration amounting to CNY 10 million shall be payable in proportion within 7 business days after the execution of a land assignment in respect of 38.44 mu of land in Hongshan Sports park. The debt of Jiangsu Yiersan Real Estate Development Company Limited shall be borne by Jiangsu Yinmao Holding (Group) Company Limited and Nie Jiangqiang. As on June 6, 2018, Orient Victory Travel Group Company Limited (SEHK:265), Orient Victory Property Development Group Co., Ltd. and Heng Sheng Xin Ye (Beijing) Asset Management Company Limited entered into a supplemental agreement to acquire Jiangsu Yiersan Real Estate Development Company Limited from Jiangsu Yinmao Holding (Group) Company Limited and Nie Jiangqiang for CNY 82 million. Pursuant to the report prepared by an independent valuer, the consideration shall be adjusted to CNY 82 million. CNY 0.5 million earnest money shall be payable in proportion within 3 business days of the agreement, 51% of the consideration after deducting the earnest money amounting to CNY 41.3 million shall be payable in proportion within 3 business days after the transfer of the entire equity interest of Jiangsu Yiersan Real Estate Development Company Limited, 29% of the consideration amounting to CNY 23.8 million shall be payable in proportion within 7 business days after the execution of a land assignment in respect of 80.22 mu of land in Hongshan Sports park and 20% of the consideration amounting to CNY 16.4 million shall be payable in proportion within 7 business days after the execution of a land assignment in respect of 38.44 mu of land in Hongshan Sports park. After completion of the transaction, Orient Victory Travel Group Company Limited will hold 40% stake in Jiangsu Yiersan Real Estate Development Company Limited. In a related transaction, Orient Victory Travel Group Company Limited, Heng Sheng Xin Ye (Beijing) Asset Management Company Limited and an unknown buyer entered into an agreement to acquire 90% stake in Great Ascent Limited from Li Jun Bang for HKD 91.7 million (CNY 75 million). Upon completion, Jiangsu Yiersan Real Estate Development Company Limited will become an associate of Orient Victory Travel Group Company Limited. The transaction can be terminated under various circumstances. The net asset value of Jiangsu Yiersan Real Estate Development Company Limited was approximately CNY 50 million as at December 31, 2017. The transaction is subject to consummation of due diligence, all documents required for the registration of the transfer of the entire equity interest of Jiangsu Yiersan Real Estate Development Company Limited at all the relevant government authority of the PRC including but not limited to resolutions of the shareholders of Jiangsu Yiersan Real Estate Development Company Limited to consent to the transfer and resignation from each of the Directors and supervisor of Jiangsu Yiersan Real Estate Development Company Limited, having been duly executed, approval of shareholders’ of Orient Victory Travel Group Company Limited and obtaining a valuation report on Jiangsu Yiersan Real Estate Development Company Limited prepared by an independent professional valuer. If the conditions are not fulfilled (or being waived) on or before May 1, 2018, the agreement shall terminate and neither of the parties shall have any claim against the other for costs, damages, compensation or otherwise save for any antecedent breach of the agreement. An independent Board committee has been formed to advise the independent shareholders of Orient Victory Travel Group Company Limited.