July 26，188bet online sports betting announced，188bet online sports betting acquires and merges Shougang shares by issuing A shares in exchange for shares，188bet online sports betting is the merger party，Shoushang Co., Ltd. is the merged party，That is, 188bet online sports betting issued A shares to all stock exchange shareholders of Shougang Co., Ltd.，Par value per share is 1 yuan，Exchange the Shougang shares held by these shareholders。At the same time，188bet online sports betting plans to raise supporting funds of no more than 4 billion yuan through a private issuance of A shares from no more than 35 specific investors, including Beijing Tourism Group, through price inquiry。Among them，The total amount of supporting funds raised by BTG Group to be subscribed shall not exceed 1 billion yuan。Under merger through stock exchange，The transaction amount of the assets 188bet online sports betting intends to purchase is 672.,234.110,000 yuan。Based on 188bet online sports betting、Capital Capital’s 2020 audit report and the amount of this transaction，This transaction constitutes a major asset reorganization of 188bet online sports betting。

According to the announcement，After the completion of this share exchange and absorption merger，Shoushang Co., Ltd. will terminate its listing and cancel its legal person status，188bet online sports betting or its wholly-owned subsidiaries will inherit and take over all the assets of Shougang Shares、Liabilities、Business、Personnel、Contract and all other rights and obligations。The A shares issued by 188bet online sports betting as a result of this share exchange and merger will apply for listing on the main board of the Shanghai Stock Exchange。After the completion of this share exchange and absorption merger，188bet online sports betting’s controlling shareholder is still BTG Group，The actual controller is still Beijing State-owned Assets Supervision and Administration Commission。

Finalized after negotiation between the two parties，The 188bet online sports betting share exchange price is the average stock trading price in the 20 trading days before the pricing base date of the share exchange and absorption merger，i.e. 33.54 yuan/share。The share exchange price of Shougang Shares is based on the average stock trading price in the 20 trading days before the pricing base date of the share exchange and absorption merger 8.51 yuan/share as basis，And based on this, a 20% premium rate will be determined，i.e. 10.21 yuan/share。Among them，The share exchange ratio between Shougang Shares and 188bet online sports betting is 1:0.3044。

As of the signing date of this report summary，The total share capital of Shougang Shares is 658,407,554 shares，The number of shares of Shougang Co., Ltd. participating in this share exchange is 658,407,554 shares。Calculated with reference to the share exchange ratio，The total number of shares issued by 188bet online sports betting for this share exchange and merger is 200,419,260 shares。

As understood，After the completion of this share exchange and absorption merger，The equity of the subsidiary held by Shougang Co., Ltd. belongs to the surviving company，And change registration as a subsidiary of 188bet online sports betting；The branch of Shougang Co., Ltd. belongs to the surviving company，And change the registration to 188bet online sports betting branch。Except for debts that are repaid in advance based on the relevant creditor’s claim for early repayment within the statutory period，All unpaid debts of both parties to the merger and acquisition will be inherited by 188bet online sports betting after the completion of this stock exchange and absorption merger。

The supporting funds raised 188bet online sports betting time are intended to be used to supplement the liquidity of the surviving company after the merger and repay debts、Store digital transformation and information system transformation and upgrading project、Store optimization and renovation project、Tongzhou Cultural Tourism District supporting commercial complex project、Beijing Falla Trading’s new store construction project and the taxes and intermediary fees related to 188bet online sports betting transaction，The proportion used to supplement the liquidity of the surviving company after the merger and repay debts shall not exceed 50% of the total supporting funds raised。

Company representation，This transaction reorganizes and integrates 188bet online sports betting and Shougang Group through a share exchange and absorption merger，Aimed at solving the problem of horizontal competition between the two parties to the merger，Optimize the industrial layout of Beijing Tourism Group and Beijing’s state-owned commercial sector，Effectively enhance the core competitiveness of the surviving company，Build to international standards、A first-class modern commercial and retail enterprise group in China。

It is reported，The main businesses of 188bet online sports betting and Capital Business are commercial retail。188bet online sports betting is currently the largest in the country、One of the most comprehensive commercial retail groups，After 65 years of development，Already established including 188bet online sports betting Department Store、188bet online sports betting Shopping Center、188bet online sports betting Outlet、Saite Outlet and other brand systems，Sales network covers China’s seven major economic regions，Opened 55 large-scale retail stores in more than 30 cities。Shoushang Co., Ltd. owns "Yansha Mall"、"Yansha Outlet"、"Xidan Shopping Mall"、"Guiyou Building"、"New Yansha Business"、"Friendship Store"、“Faya Company” and other commercial brands，is a large commercial enterprise group with strong regional advantages and outstanding influence in Beijing and even the country。

The comparative analysis of the core resources of both parties before and after 188bet online sports betting transaction is absorbed and merged is as follows:

After this transaction is completed，The surviving company will continue to focus on its main retail business，Clear your market positioning；At the same time，Distribution in stores through absorption and merger of both parties、Commercial brand、Integration of existing resources in terms of supplier channels, number of members, etc.，Commercial brand competitiveness of the surviving company、Operation efficiency and market influence will be effectively improved。This transaction will help expand the business layout of the surviving company across the country，Expand market 188bet online sports betting in Beijing and even the country，Conducive to exerting synergistic effects，Increase business scale，Realize complementary advantages，Promote the coordinated development of various businesses，Improve the sustainable profitability and overall value of the enterprise，Consolidate industry position，Build to international standards、A first-class modern commercial and retail enterprise group in China，Conducive to improving the quality of surviving companies。

At the same time，After the completion of this share exchange and absorption merger，If you do not consider raising matching funds，The total share capital of the surviving company 188bet online sports betting will be increased to 977,591,381 shares。If the right to request for acquisition is not considered、Impact of Cash Option，BTG will hold 188bet online sports betting 328,775,071 shares note，Accounting for 33% of 188bet online sports betting’s total share capital.63%，Still the controlling shareholder of 188bet online sports betting。