On November 20,2025, Liard issued the announcement of internal reorganization of equity of subsidiaries in the cultural tourism and night tour plate, announcing that in order to adapt to the development strategy of the Group, strengthen business synergy effect and optimize operation management mode, it plans to transfer 100% equity of Liard Smart Technology Group Co., Ltd.(hereinafter referred to as Liard Smart Technology) to Guangzhou Lifeng Culture Technology Co., Ltd.(hereinafter referred to as Lifeng Culture), a wholly-owned subsidiary, through free transfer. This internal equity adjustment does not change the scope of the consolidated statement of the Company. Liard is still the actual controller of Liard Smart Technology. The core goal is to integrate the resources of the cultural and tourism night tour plate, improve the operation efficiency and promote the sustainable and steady development of the business.

Reorganization scheme: internal equity transfer, focusing on plate collaboration
According to the announcement, this equity reorganization belongs to the optimization of the internal structure of Liard Group. After the completion of the transfer, Lifeng Culture will hold 100% equity of Liard Smart Technology, forming the management structure of cultural travel and night tour business of Group-Lifeng Culture-Liard Smart Technology. The company's board of directors has authorized the management to be responsible for handling matters related to this reorganization. The entire transaction process does not involve external capital intervention. The centralized integration of business resources is only achieved through free transfer of equity, which not only simplifies the decision-making process, but also quickly implements synergy effects.
Liard made it clear that this reorganization is a strategic adjustment based on business development and management needs. The core purpose is to integrate the advantages of each subsidiary in the cultural tourism night tour sector in key aspects such as design, construction, budget cost management, and customer resources. Open up business barriers, improve the organizational structure and management system, make resource allocation within the sector more efficient, and then strengthen the group's overall competitiveness in the field of cultural tourism night tour, which is in line with the company's long-term development plan.
Target company: Complementary businesses and outstanding performance
The two subsidiaries involved in this equity transfer are highly complementary in their business fields and have delivered outstanding financial results in the first three quarters of 2025, laying a solid foundation for coordinated development after the reorganization.
As the recipient of equity, Lifeng Culture was established in 1997. Its business layout covers foreign contracting projects, outdoor entertainment facility engineering construction, landscape green facility construction, conference and exhibition services, engineering technology consulting, landscaping engineering and other fields. It has profound industry experience and mature service capabilities in the implementation of cultural tourism projects, engineering construction, and scene creation. Financial data shows that Lifeng Culture achieved operating income of 330 million yuan and net profit of 13.2386 million yuan in the first three quarters of 2025 (unaudited). Compared with a loss of 43.05 million yuan in 2024, it successfully achieved a turnaround into profit, and the business development trend continues to improve.
Liard Smart Technology was established in 2002, focusing on core businesses such as the R & D and operation of smart city management systems, lighting planning and design, R & D and sales of LED products and control systems, computer information system integration, and R & D/VR/MR technology research and development. It has core advantages in technology research and development, intelligent control, and digital scene creation, and can provide technical support and digital solutions for cultural tourism night tour projects. In the first three quarters of 2025 (unaudited), the company achieved operating income of 384 million yuan and net profit of 26.9082 million yuan, demonstrating strong profitability and market competitiveness.
It is not difficult to see that Lifeng Culture's engineering implementation + scene creation advantages are perfectly complementary to Liard Smart Technology's technology research and development + digital empowerment capabilities. After the reorganization, it is expected to achieve full-chain collaboration of technology + engineering + scenarios to provide customers with Integrated cultural and tourism night tour solutions from creative design, technology research and development to engineering construction, operation and maintenance.
Strategic value: Integrate resources to improve efficiency and strengthen sector competitiveness
Against the background of the rapid recovery of the cultural and tourism industry and the continued heating up of the night travel economy, Liard's internal equity reorganization is of important strategic significance. On the one hand, by incorporating Liard Smart Technology into the Lifeng cultural system, it is possible to effectively integrate the customer resources of the two companies and avoid internal business overlap and resource waste. For example, the customer resources accumulated by Lifeng Culture in the field of cultural tourism engineering can be linked with Liard Smart Technology's digital products to realize the packaging and output of engineering orders + technical products; on the other hand, the optimization of the management structure will reduce communication costs and decision-making cycles, make the connection between design, construction, technology research and development smoother, and improve project delivery efficiency and quality.
In addition, this reorganization will further strengthen Liard's industry position in the field of cultural tourism and night tours. With the upgrading of consumption, cultural tourism projects have increasingly strong demand for the integration of technology + culture + experience. The restructured business segment not only has the practical capabilities of Lifeng Culture in engineering construction and scene creation, but also has Liard Smart Technology. The advantages of technological research and development and digital empowerment can better meet the market's demand for high-end cultural tourism night tours and stand out from many competitors.
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