Tourism in the Western Region: Guoco Law Firm (Shanghai) Legal Opinion Regarding Xinjiang Cultural Tourism Investment Group Co., Ltd.’s Exemption from Making an Offer
Guoco Law Firm (Shanghai)
About
Xinjiang Cultural Tourism Investment Group Co., Ltd. is exempted from making an offer
of
legal opinion
Address: MT25-28 Floor, Suhewan Center, No. 99 Shanbei Road, Jing'an District, Shanghai Postcode: 200085 Tel: (+86) (21) 52341668 Fax: (+86) (21) 52341670
Email: [email protected]
Website: http://www.grandall.com.cn
September 2026
Definition
In this legal opinion, unless otherwise stated, the following abbreviations have the following meanings:
Western Regions Tourism Development Co., Ltd., its publicly issued stocks are listed and traded on the Shenzhen Securities Listed Company/Western Regions Tourism Exchange, the securities abbreviation is "Western Regions Tourism", and the stock code is 300
The acquirer/Xinjiang Culture and Tourism Investment refers to Xinjiang Culture and Tourism Investment Group Co., Ltd.
Persons acting in concert/Tianchi Holdings refers to Xinjiang Tianchi Holdings Co., Ltd.
Changjizhou State-owned Assets Investment Group Co., Ltd. refers to Changjizhou State-owned Assets Investment and Management Group Co., Ltd.
Changji Prefecture State-owned Assets Supervision and Administration Commission refers to Changji Hui Autonomous Prefecture State-owned Assets Supervision and Administration Commission
Xinjiang Uygur Autonomous Region State-owned Assets
Refers to the State-owned Assets Supervision and Administration Commission of the People’s Government of the Xinjiang Uygur Autonomous Region/State-owned Assets Supervision and Administration Commission of the Autonomous Region
Xinlv Changji refers to Xinlv Changji Cultural Tourism Development Co., Ltd.
Changji Prefecture State Investment Corporation transferred 9.61% of its shares in Xiyu Tourism (corresponding to 14,897, this acquisition/579 shares for free) to Xinlv Changji for free, resulting in the acquirer Xinjiang Cultural Tourism Investment Index
The acquisition of more than 30% of the shares owned by Tianchi Holdings and its concerted parties
China Securities Regulatory Commission refers to China Securities Regulatory Commission
Shenzhen Stock Exchange refers to Shenzhen Stock Exchange
"Company Law" means "Company Law of the People's Republic of China"
“Securities Law” refers to the “Securities Law of the People’s Republic of China”
"Measures for the Administration of Acquisitions" refers to the "Measures for the Administration of Acquisitions of Listed Companies"
"Standard No. 16 on the Content and Format of Information Disclosure by Companies that Offer Securities to the Public - "Standard No. 16" refers to
—Listed Company Acquisition Report"
“Acquisition Report” refers to “Acquisition Report of Western Region Tourism Development Co., Ltd.” “Articles of Association” refers to “Articles of Association of Western Region Tourism Development Co., Ltd.”
The "Free Transfer Agreement" between Changji Prefecture State-owned Assets Investment and Management Group Co., Ltd. and Xinlv Changji Cultural Tourism refers to
"Share Free Transfer Agreement" signed by Tourism Development Co., Ltd. "Guoco Law Firm (Shanghai) Firm's Legal Opinion on Xinjiang Cultural Tourism Investment Group Co., Ltd." refers to
Legal Opinion on the Company’s Exemption from Issue of Offers”
Our firm refers to Guoco Law Firm (Shanghai)
Our firm is the handling lawyer assigned for this acquisition, that is, on the signing page of this legal opinion, our lawyer refers to
Lawyer who signs as "Handling Lawyer"
Yuan, 10,000 Yuan refers to RMB Yuan, 10,000 Yuan
Guoco Law Firm (Shanghai)
About Xinjiang Cultural Tourism Investment Group Co., Ltd.
exemption from making an offer
legal opinion
To: Xinjiang Cultural Tourism Investment Group Co., Ltd.
Our firm was entrusted by Xinjiang Cultural Tourism Investment to serve as its special legal advisor for this acquisition. In accordance with the provisions of the "Securities Law", "Acquisition Management Measures", "Standard No. 16", "Law Firms' Securities Legal Business Practice Rules (Trial)" and other relevant laws, regulations and normative documents, and based on Xinjiang Cultural Tourism Investment's inspection of the relevant documents and materials related to this acquisition provided to our firm, we have issued this legal opinion on the matters involved in this acquisition that are exempt from the issuance of an offer.
In order to issue this legal opinion, our firm and our lawyers hereby make the following statement:
Our firm and our lawyers have strictly performed their statutory duties in accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Rules for the Practice of Securities Legal Business of Law Firms (Trial), and the facts that have occurred or existed before the date of issuance of this legal opinion. In line with the principles of diligence and good faith, we have conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate, and complete, that the concluding opinions expressed are legal and accurate, and that there are no false records, misleading statements, or major omissions, and we are willing to assume corresponding legal responsibilities.
The Firm issues this legal opinion based on the acquirer and its parties acting in concert guaranteeing to the Firm that it has provided the Firm with the written information or oral statements necessary for the issuance of this legal opinion, and that all facts and information that may affect this legal opinion have been disclosed to the Firm. ; The information and statements provided to the Exchange are true, accurate and complete, and do not contain any false records, misleading statements or major omissions. The signatures and/or seals on all materials are true and valid, and the relevant copies or copies are consistent with the originals.
Our lawyers issue legal opinions based on the laws, administrative regulations, rules and normative documents currently in force in my country or applicable to the behavior of the acquirer and its persons acting in concert, and when the relevant facts occurred or existed, and based on our understanding of these regulations.
This legal opinion only expresses legal opinions on domestic legal issues in China related to this acquisition. Our firm and our lawyers do not have the appropriate qualifications to express professional opinions on professional matters such as accounting, capital verification and auditing, asset valuation, and overseas legal matters. When this legal opinion involves asset evaluation, accounting audits, investment decisions, overseas legal matters, etc., it is quoted strictly in accordance with the professional documents issued by relevant intermediaries and the instructions of the acquirer. This does not mean that our firm and our lawyers make any express or implied guarantees for the authenticity and accuracy of the quoted content. Our firm and our lawyers do not have the appropriate qualifications to verify and make judgments on such content.
The Exchange agrees to regard this legal opinion as one of the necessary legal documents for this acquisition, to report or disclose it together with other application materials, and to assume corresponding legal responsibilities.
The Exchange agrees that the acquirer and its concerted parties may cite the relevant contents of this legal opinion on their own in the relevant documents produced for this acquisition or in accordance with the requirements of the China Securities Regulatory Commission and the stock exchange. However, when making the above citations, legal ambiguities or misinterpretations shall not be caused by the citations.
This legal opinion shall only be used by the acquirer and its concerted parties for the purpose of this acquisition, and shall not be used for any other purpose or use without the written consent of the Firm.
Text
1. Subject qualifications of the acquirer and its persons acting in concert
(1) Basic information about the acquirer and its persons acting in concert
According to the "Business License" currently held by Xinjiang Cultural Tourism Investment, and after our lawyers inquired about the National Enterprise Credit Information Disclosure System, as of the date of issuance of this legal opinion, the basic situation of Xinjiang Cultural Tourism Investment is as follows:
Company name Xinjiang Cultural Tourism Investment Group Co., Ltd.
Unified social credit code 91650000MA7ACC031J
Legal representative Wang Hongjiang
Xinjiang Transportation Intelligent Technology Residence, Rongsheng 5th Street, Urumqi Economic and Technological Development Zone (Toutunhe District), Xinjiang
Building 22nd floor
Enterprise type limited liability company (state-owned holding)
Registered capital 10,288 million yuan
Business period: December 25, 2019 to no fixed period
Investment and asset management; tourist attraction management; real estate development and operation; travel agencies and related services; conferences, exhibitions and related services; road passenger transportation; tourist hotels; general hotels; B&B services; other accommodation industries; meal services; fast food services; beverages and cold drink services; Internet life services. Business scope
Taiwan; advertising industry; department store retail; investment in characteristic cultural industry projects; investment in cultural enterprises and projects; venture capital investment in emerging cultural formats; investment in cultural tourism project construction, supporting services, infrastructure construction and operation; organizing cultural and artistic exchange activities; digital content services; and intellectual property services.
According to the "Business License" currently held by Tianchi Holdings, a person acting in concert with Xinjiang Culture and Tourism Investment, and after our lawyers inquired about the National Enterprise Credit Information Disclosure System, as of the date of issuance of this legal opinion, the basic situation of Tianchi Holdings is as follows:
Company name Xinjiang Tianchi Holdings Co., Ltd.
Unified social credit code 91652302457812308D
Legal representative Chen Hao
Residence: Room 201-207, second floor, No. 100, Bofeng Street, Fukang City, Changji Hui Autonomous Prefecture, Xinjiang
Enterprise type limited liability company (solely state-owned)
Registered capital 500 million yuan
Business period: March 23, 2000 to no fixed period
Licensed projects: urban public transportation; real estate development and operation; tap water production and supply; gas vehicle refueling operation; tourism business; Internet cultural operation; production of audio and video products (projects that require approval according to law can only be carried out with the approval of the relevant departments. Specific business projects are subject to the approval documents of the relevant departments) Certificate or license shall prevail) General projects: private equity investment fund management, venture capital fund management services (business activities must be completed after completing registration with the Asset Management Association of China); engaging in investment activities with self-owned funds; asset management services for self-owned fund investment; coal business scope
and product sales; engineering management services; information technology consulting services; enterprise management consulting; information consulting services (excluding licensing information consulting services); human resources services (excluding employment agency activities and labor dispatch services); water resources management; land use rights leasing; land consolidation services; Housing leasing; property management; heat production and supply; daily necessities sales; fertilizer sales; tourism development project planning consultation; advertising design and agency; consulting and planning services; photography and video production services (except for projects that require approval according to law, business activities can be carried out independently with a business license in accordance with the law)
Our lawyers logged into the National Enterprise Credit Information Publicity System and found out that the registration status of Xinjiang Cultural Tourism Investment and its concerted person Tianchi Holdings is in existence. According to the business license and description provided by Xinjiang Cultural Tourism Investment and its concerted person Tianchi Holdings and verified by the Exchange, Xinjiang Cultural Tourism Investment and its concerted person Tianchi Holdings do not have circumstances that require termination in accordance with Chinese laws or the Articles of Association.
(2) The acquirer and its persons acting in concert are not prohibited from acquiring listed companies as stipulated in the "Acquisition Management Measures"
According to the "Acquisition Report", Xinjiang Cultural Tourism Investment and its concerted action person Tianchi Holdings, and through our lawyers' inquiries to the National Enterprise Credit Information Disclosure System (http://www.gsxt.gov.cn/index.html), China Judgments Network (https://wenshu.court.gov.cn/), and the National Court Information Inquiry Platform for Persons Executed (h ttp://zxgk.court.gov.cn/zhixing), national court information disclosure and inquiry platform for the list of dishonest persons subject to execution (http://zxgk.court.gov.cn/shixin/), "Credit China" website (http://www.creditchi na.gov.cn/), the Qichacha website (https://www.qcc.com/), and the China Securities Regulatory Commission’s securities and futures market breach of trust record inquiry platform (http://neris.csrc.gov.cn/shixinchaxun/), the acquirer and its concerted parties do not have the following circumstances that prohibit the acquisition of listed companies as stipulated in Article 6 of the "Acquisition Management Measures":
The acquirer has a large amount of debt that has not been paid off when due and is in a continuing state;
The acquirer has committed major illegal acts or is suspected of major illegal acts in the past three years;
The acquirer has committed serious breach of trust in the securities market in the past three years;
The acquisition of listed companies is prohibited under other circumstances determined by laws, administrative regulations and the China Securities Regulatory Commission.
In summary, our lawyers believe that as of the date of issuance of this legal opinion, the acquirer and its concerted actors are a limited liability company established in accordance with the law and validly existing. There are no circumstances that require termination or dissolution in accordance with relevant laws, regulations or normative documents and the "Articles of Association". There are no circumstances prohibiting the acquisition of listed companies as stipulated in Article 6 of the "Acquisition Management Measures", and they have the qualifications to conduct this acquisition.
2. This acquisition is exempt from making an offer under the "Acquisition Management Measures"
(1) Method of this acquisition
According to the "Acquisition Report" and the acquirer's explanation, before the completion of this acquisition, the acquirer Xinjiang Cultural Tourism Investment directly held 1.35% of the shares of the listed company, and owned the voting rights corresponding to 23.64% of the shares through voting rights entrustment; the acquirer Tianchi Holdings, a person acting in concert, held 28.64% of the shares of the listed company, and had the voting rights corresponding to 5% of the shares; the acquirer and its persons acting in concert held a total of 46,482,421 shares of the listed company. shares, accounting for 29.99% of the total share capital; Changji Prefecture State Investment Corporation directly holds 14,897,579 shares of the listed company, accounting for 9.61% of the total share capital. The controlling shareholder of the listed company is Xinjiang Cultural Tourism Investment, and the actual controller is the State-owned Assets Supervision and Administration Commission of the Autonomous Region.
After the free transfer of state-owned equity, Changji Prefecture State Investment Corporation no longer holds shares in the listed company; Xinlv Changji directly holds 14,897,579 shares of the listed company, accounting for 9.61% of the total share capital; 579 shares, holding a total of 61,380,000 shares of Xiyu Tourism, accounting for 39.60% of the total share capital. The controlling shareholder of the listed company is still Xinjiang Cultural Tourism Investment, and the actual controller is still the State-owned Assets Supervision and Administration Commission of the Autonomous Region.
(2) Legal basis for exemption from making an offer
According to the provisions of Article 63, Paragraph 1, Item (1) of the "Acquisition Management Measures", if the free transfer, change, or merger of state-owned assets is approved by the government or the state-owned assets management department, resulting in the investor's equity shares in a listed company accounting for more than 30% of the company's issued shares, the investor may be exempted from making an offer.
This transaction is the free transfer of 14,897,579 shares of the listed company held by Changji Prefecture State Investment Corporation (accounting for 9.61% of the total share capital) to Xinlv Changji (Xinlv Changji is a subsidiary of Xinjiang Cultural Tourism Investment Holdings, with a shareholding ratio of 51%). After the free transfer is completed, Xinjiang Cultural Tourism Investment and concerted parties Tianchi Holdings hold a total of 46,488 shares of the listed company. 2,421 shares, and 14,897,579 shares indirectly held through Xinlv Changji, holding a total of 61,380,000 shares of Xiyu Tourism, accounting for 39.60% of the company's total share capital. The controlling shareholder of the listed company is still Xinjiang Cultural Tourism Investment, and the actual controller is still the State-owned Assets Supervision and Administration Commission of the Xinjiang Uygur Autonomous Region.
In summary, our lawyers believe that this acquisition is a free transfer of state-owned equity approved by the Xinjiang State-owned Assets Supervision and Administration Commission and the Changji Prefecture Government. This acquisition complies with the provisions of Article 63, Paragraph 1 (1) of the "Acquisition Management Measures" and is exempt from issuing an offer. This acquisition of Xinjiang Cultural Tourism Investment is exempted from issuing an offer in accordance with the law.
3. Legal procedures for this acquisition
(1) Legal procedures that have been performed
According to the relevant information provided by the acquirer and upon verification, the main procedures that have been performed in this acquisition are as follows:
On July 7, 2026, the board of directors of Jizhou SDIC held a meeting and reviewed and approved the proposal on this free transfer.
On July 14, 2026, the Changji Prefecture State-owned Assets Supervision and Administration Commission approved this free transfer.
On July 14, 2026, the Changji Prefecture Government approved this free transfer.
On July 16, 2026, the transferee Fangxinlv Changji held a board of directors meeting and reviewed and approved the proposal to accept this free transfer.
On August 7, 2026, Xinjiang Cultural Tourism Investment held a board of directors meeting and reviewed and approved the proposal to receive this free transfer.
On September 3, 2026, the State-owned Assets Supervision and Administration Commission of the Autonomous Region approved this free transfer.
On September 3, 2026, Changji Prefecture SDIC and Xinlv Changji signed the "Free Transfer Agreement."
(2) Approvals and authorizations that need to be obtained
This acquisition still needs to fulfill corresponding information disclosure obligations in accordance with the relevant regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange, and handle the transfer registration procedures for the shares involved in this free transfer in accordance with the law.
In summary, our lawyers believe that as of the date of issuance of this legal opinion, this acquisition has completed the necessary approval and authorization procedures at this stage.
4. Are there any legal obstacles to this acquisition?
According to the relevant information provided by the acquirer and verified by our lawyers, as of the date of issuance of this legal opinion, the acquirer has the subject qualifications for this acquisition, and there is no situation that prohibits the acquisition of a listed company as stipulated in the "Acquisition Management Measures", and this acquisition is exempt from making an offer under the "Acquisition Management Measures".
There are no substantial legal obstacles to the implementation of this acquisition, subject to the procedures that must be performed to complete this acquisition and the acquirer's subsequent information disclosure in accordance with relevant laws, regulations and normative documents.
5. Information disclosure obligations fulfilled by this acquisition
According to the relevant information provided by the acquirer and verified by our lawyers, as of the date of issuance of this legal opinion, the acquirer has prepared an "Acquisition Report" and its summary in accordance with the relevant requirements of the "Acquisition Management Measures" and "Standard No. 16", and disclosed it through the listed company on the information disclosure media designated by the China Securities Regulatory Commission.
In summary, our lawyers believe that as of the date of issuance of this legal opinion, the acquirer has fulfilled the necessary disclosure obligations at this stage in accordance with the requirements of the Securities Law, the Acquisition Management Measures and other relevant laws, regulations, rules and normative documents, and still needs to fulfill subsequent information disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents.
6. Whether the acquirer committed any securities violations during the acquisition process
According to the "Acquisition Report" and the written explanations issued by the acquirer and other relevant parties, as well as the self-examination reports on the purchase and sale of Western Region Tourism stocks issued by the acquirer and its concerted parties and their respective directors and senior managers, within 6 months before the date of the acquisition, the acquirer and the acquirer's current directors, senior managers and their immediate family members did not buy or sell Western Region Tourism stocks through securities transactions on the stock exchange.
In summary, our lawyers believe that the acquirer did not commit any major violations of laws and regulations such as the Securities Law and other relevant securities laws and regulations in this acquisition.
7. Conclusions
In summary, our lawyers believe that as of the date of this legal opinion, the acquirer has the qualifications to conduct this acquisition; this acquisition complies with the provisions of Article 63, Paragraph 1 (1) of the "Acquisition Management Measures", which exempts the acquirer from issuing an offer, and the acquirer can be exempted from issuing an offer in accordance with the law; this acquisition has completed the necessary approval and authorization procedures at this stage; after completing the procedures that should be performed to complete this acquisition, the acquirer will conduct follow-up information in accordance with the provisions of relevant laws, regulations and normative documents. Under the premise of disclosure, there are no substantial legal obstacles to the implementation of this acquisition; the acquirer has fulfilled the necessary disclosure obligations at this stage in accordance with the requirements of relevant laws, regulations, rules and normative documents such as the Securities Law and the Measures for the Administration of Acquisitions; if the statements issued by relevant personnel involved in stock transactions during the self-examination period are true, their stock buying and selling behavior does not constitute insider trading using the information of this acquisition, and the acquirer has not committed any major securities violations in this acquisition that violates the Securities Law and other provisions.
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(This page has no text, but is the signature page of "Legal Opinion of Guoco Law Firm (Shanghai) on Xinjiang Cultural Tourism Investment Group Co., Ltd.'s Exemption from the Issue of Tender Offers")
Guoco Law Firm (Shanghai)
Person in charge: _______________ Lawyer: _______________ Xu Chen Li Peng
Wu Jing
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