Evening of April 8th，Yunnan Tourism Co., Ltd. issued an announcement，The company reported to OCT Group and Li Jian、Wen Hongguang、The three natural person shareholders of Jia Baoluo purchased their 100% stake in 188bet by issuing shares and paying cash to purchase assets, which has been approved by the China Securities Regulatory Commission。

Among them，Yunnan Tourism purchases OCT Group by issuing shares、Li Jian、188bet 60 held by Wen Hongguang and Jia Baoluo respectively.00%、12.80%、9.60%&9.60% equity，That is, the payment ratio for the issuance of shares is 92 for the price of 100% equity transaction of 188bet00%；Purchase Li Jian by paying cash、188bet 3 held by Wen Hongguang and Jia Baoluo respectively.20%、2.40% and 2.40% equity，That is, the cash payment ratio is 8 of the price of the 100% equity transaction of 188bet00%。

Disclosed in the announcement，March 31, 2018 is the evaluation base date，Choose the income method as the final evaluation conclusion，The assessed value of 100% equity of 188bet, the subject asset of this transaction, is 20.1.7 billion yuan，The transaction price of the underlying asset of this transaction is 20.1.7 billion yuan。Transaction method according to this reorganization，The number of shares issued by a listed company to purchase assets is 2.7.9 billion shares，In addition, the cash payment amount is 1.6.1 billion yuan。

The base date for share issuance pricing for this issuance of shares to purchase assets is the announcement date 188bet resolution 188bet 27th (extraordinary) meeting 188bet company’s sixth board of directors，The price 188bet issued shares shall not be lower than 90% 188bet average stock trading price in the 60 trading days before the pricing base date，i.e. 6.66 yuan/share。The listed company held the 2017 Annual General Meeting of Shareholders on April 25, 2018，Deliberated and approved the "Company's 2017 Profit Distribution Proposal"，Distribute dividends in cash 730.790,000 yuan (based on the company’s total shares at the end of 2017 7.3.1 billion shares calculation，Cash dividend 0 for every 10 shares.10 yuan (tax included)，The aforementioned distribution plan was implemented on June 14, 2018。

Ex-rights、After ex-dividend adjustment，The share price of this issuance is from 6.66 188bet/share adjusted to 6.65 188bet/share。During the period from the pricing base date of this issuance to the completion date of share issuance，If other dividends are paid by listed companies、Bonus shares、Ex-rights and dividend matters such as capital increase or allotment，The price of this issuance will be adjusted accordingly。

Guandian Real Estate New Media learned in the announcement，The total cultural and 188bet technology assets are 9.9.3 billion yuan，Net assets attributable to owners of the parent company are 4.0.5 billion yuan，Operating income is 4.6.5 billion yuan。

What deserves attention is，OCT Group, through its wholly-owned subsidiary OCT Yunnan, increased its investment in Expo Tourism Group to gain control over Yunnan tourism，Until the date of the board meeting of this transaction，The change of control of the listed company is less than 60 months ago。The net profit attributable to the owners of the parent company in 2017 for the assets planned to be injected into 188bet in this transaction is approximately 1.600 million yuan (the higher value of net profit attributable to owners of the parent company before and after deducting non-recurring gains and losses)，Exceeds 100% of the net profit of Yunnan Tourism attributable to the owners of the parent company of RMB 64.49 million in the fiscal year before the change of control of Yunnan Tourism, that is, 2016。

At the same time，The transaction price of the assets to be injected in this transaction is 20.1.7 billion yuan，Exceeding the net assets of Yunnan 188bet attributable to the owners of the parent company at the end of the fiscal year before the change of control of Yunnan 188bet, that is, the end of 201615.100% of 200 million yuan。In accordance with the provisions of Article 13 of the "Reorganization Management Measures"，This transaction constitutes a restructuring and listing，Needs to be submitted to the China Securities Regulatory Commission’s Listed Company Mergers, Acquisitions and Reorganization Review Committee for review and approved by the China Securities Regulatory Commission before implementation。

Yunnan Tourism stated in the announcement，This transaction will help Yunnan Tourism enhance its innovation capabilities，Promote transformation and upgrading，It is also conducive to Yunnan tourism to consolidate its main business，Improve performance，It is also conducive to 188bet to promote its own development by relying on the listing platform。

*Source of 188bet article: Guandian Real Estate Network, originalmarkTitle: "Yunnan Tourism 20.1.7 billion acquisition of 100% equity of 188bet，Constitute restructuring and listing》.