THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT

BOARD OF DIRECTORS

Our Board currently consists of seven Directors, comprising two executive Directors, two non-executive Directors and three independent non-executive Directors. The powers and duties of our Board include convening general meetings and reporting our Board’s work at our Shareholders’ meetings, determining our business and investment plans, preparing our annual financial budgets and final reports, formulating proposals for profit distributions and exercising other powers, functions and duties as conferred by the Articles. We have entered into service agreements with each of our executive Directors. We [have also entered] into letters of appointments with each of our non-executive Directors and independent non- executive Directors.

The table below shows certain information in respect of members of our Board and senior management of our Company:

Members of our Board

Relationship with Date of Date of other Directors Existing joining our appointment Roles and and senior Name Age position(s) Group as Director responsibilities management

Ms. Wang Heng 51 Executive January 2002 March 2021 Responsible for None (王珩) Director and formulation of group chairperson of policies, overseeing the Board the business development and business strategies of our Group Mr.HuJie 46 Executive March 2021 March 2021 Responsible for the None (胡傑) Director, vice formulation of group chairperson of policies and the the Board and overall operations president and management of our Group Mr. Li Sze Lim 64 Non-executive December December Responsible for None (李思廉) Director 2020 2020 providing guidance and formulation of business strategies for the overall development of our Group Mr. Zhang Li 68 Non-executive December December Responsible for None (張力) Director 2020 2020 providing guidance and formulation of business strategies for the overall development of our Group

– 226 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT

Relationship with Date of Date of other Directors Existing joining our appointment Roles and and senior Name Age position(s) Group as Director responsibilities management

Mr. Zheng 63 Independent [●][●] Responsible for None Ercheng non-executive providing (鄭爾城) Director independent advice on the operations and management of our Group Mr. Zhang 63 Independent [●][●] Responsible for None Yucong non- executive providing (張宇聰) Director independent advice on the operations and management of our Group Ms. Xin Zhu 52 Independent [●][●] Responsible for None (辛珠) non-executive providing Director independent advice on the operations and management of our Group

Members of our senior management

Our senior management is responsible for the day-to-day operations and management of our business. For the biographical information of Ms. Wang Heng and Mr. Hu Jie, see “– Board of Directors – Executive Directors”. The biographical information of our other senior management members is as follows:

Date of Relationship with Date of appointment other Directors Existing joining our as senior Roles and and senior Name Age position Group management responsibilities management

Mr. Lei Daqian 45 General manager April 2017 April 2021 Responsible for the None (雷大乾) daily business operation of our Group

Mr. Chen 39 Deputy general August 2003 April 2021 Assisting the general None Changwei manager manager in the daily (陳常偉) business operation of our Group

– 227 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT

Date of Relationship with Date of appointment other Directors Existing joining our as senior Roles and and senior Name Age position Group management responsibilities management

Ms. Ma Yanlin 52 Financial July 2015 April 2021 Responsible for the None (馬岩琳) controller financial management of our Group

Executive Directors

Ms. Wang Heng (王珩), aged 51, was appointed as our executive Director and chairperson of our Board on March 30, 2021. Ms. Wang joined our Group in January 2002 as a supervisor in Tianli Property and became a director of Tianli Property in December 2006 and has been responsible for formulation of group policies, overseeing the business development and business of our Group.

Since April 1995, Ms. Wang has held various positions in R&F Properties, such as manager of human resources and administration department, director of human resources and administration department and secretary of the board of R&F Properties, deputy general manager, with her current position as the vice president. She is also a director of certain subsidiaries of R&F Properties.

Ms. Wang obtained a bachelor’s degree in engineering from Jiao Tong University (上海交通大學) in the PRC in July 1992.

Mr.HuJie(胡傑), aged 46, was appointed as our executive Director, vice chairperson of our Board and president on March 30, 2021. Mr. Hu joined our Group in March 2021 and has been responsible for formulation of group policies and the overall operations and management of our Group.

From July 2000 to June 2001, Mr. Hu worked as senior manager in Southern Securities Co., Ltd. (中國南方證券有限公司), an investment bank, where he was primarily responsible for investment bank business. Prior to joining R&F Properties, Mr. Hu worked as deputy general manager of the investment banking department in the Shenzhen headquarter of Ping An Securities Limited (平安證券股份有限公司), an investment bank, where he was primarily responsible for investment bank business. From January 2002 to June 2007, he worked as a manager of investment department of R&F Properties, in charge of company restructuring, listing and major investment as well as financing. Since June 2007, he has been appointed as secretary of the board of the R&F Properties. In February 2019, he was appointed as deputy general manager of the R&F Properties.

Since October 2018, Mr. Hu has been an independent non-executive director of Mobvista Inc. (匯量科技有限公司), a technology platform providing mobile advertising and mobile analytics services, whose shares are listed on Main Board of the Stock Exchange (stock code: 1860).

– 228 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT

Mr. Hu obtained a master’s degree in finance from Jinan University (暨南大學)inthe PRC in June 2000.

Non-executive Directors

Mr. Li Sze Lim (李思廉), aged 64, was re-designated as our non-executive Director on March 30, 2021 and is responsible for providing guidance and formulation of business strategies for the overall development of our Group.

Mr. Li founded R&F Properties with Mr. Zhang Li in August 1994. Mr. Li is the chairman, an executive director, a member of the remuneration committee and the chairman of the nomination committee of the R&F Properties. He is responsible for the strategic direction of the R&F Properties and also specially responsible for the sales and financial management function. Mr. Li is also a director of certain subsidiaries of the R&F Properties.

Mr. Li obtained a bachelor’s degree of science from the Chinese University of Hong Kong in November 1978 and was awarded a degree of Doctor of Business (Honoris Causa) by Macquarie University in Australia in April 2018. Mr. Li is the chairman of the Council of Chamber of Real Estate (廣東省地產商會), the director of China Real Estate Developers and Investors Association (中華房地產投資開發商會), the chairman of the Fourth Council of Real Estate Chamber of Commerce (廣東省地產商會第四屆理事會), a member of the Twelfth Executive Committee of the All-China Federation of Industry and Commerce (中華全國工商業聯合會), a vice chairman of All-China General Chamber of Industry and Commerce (中華全國工商業聯合會), the president and the chairman of the supervisory board of New Home Association (新家園協會) and a director of Jinan University (暨南大學). Mr. Li was awarded a Silver Bauhinia Star from the Hong Kong Special Administrative Region on July 1, 2019.

Mr. Zhang Li (張力), aged 68, was re-designated as our non-executive Director on March 30, 2021 and is responsible for providing guidance and formulation of business strategies for the overall development of our Group.

In August 1994, Mr. Zhang and Mr. Li together founded R&F Properties. Mr. Zhang is the co-chairman, an executive director and chief executive officer of R&F Properties. He has been mainly responsible for land acquisition, construction development, cost control and managing daily operations. Mr. Zhang is also a director of certain subsidiaries of the R&F Properties.

Mr. Zhang is also chairman and executive director of Kinetic Mines and Energy Limited (力量礦業能源有限公司)(“Kinetic Mines”), whose shares are listed on the Main Board of the Stock Exchange (stock code: 1277). Mr. Zhang is a member of the 11th, 12th and 13th National Committee of the Chinese People’s Political Consultative Conference, the president of China Real Estate Chamber of Commerce and a director and part-time professor of Jinan University.

– 229 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT

Independent non-executive Directors

Mr. Zheng Ercheng (鄭爾城), aged 63, was appointed as our independent non-executive Director on [●] and is responsible for providing independent advice on the operations and managements of our Group.

Mr. Zheng has extensive experience in the China banking industry and financial sector. Mr. Zheng was sub-branch deputy governor and then governor of China Construction Bank (中 國建設銀行), Guangzhou Branch, Tianhe Sub-branch from 1987 to 1997 and general manager of the international business department of the Guangzhou Branch of China Construction Bank (中國建設銀行) from 1997 to 1999. He was the general manager of the Guangzhou Branch of Cinda Asset Management Company (信達資產管理公司) from 1999 to 2000. Mr. Zheng was a supervisor of R&F Properties from June 2004 to May 2014. He has also been an independent non-executive director of R&F Properties and Kinetic Mines since May 2014 and March 2015, respectively.

Mr. Zheng graduated from Guangdong Amateur University of Science and Technology (廣東省業餘科技大學) (currently known as Guangdong Engineering Vocational and Technical College (廣東工程職業技術學院)) with a diploma in industrial and civil architecture in the PRC in July 1986.

Mr. Zhang Yucong (張宇聰), aged 63, was appointed as our independent non-executive Director on [●] 2021 and is responsible for providing independent advice on the operations and managements of our Group.

Mr. Zhang has over 30 years of experience in financing management. Prior to November 2001, Mr. Zhang consecutively worked in China Construction Bank (中國建設銀行) with his last position as the deputy director in Guangzhou branch of China Construction Bank (中國建設銀行) and Guangzhou office of China Cinda Asset Management Co., Ltd. (中國信達 資產管理股份有限公司) as the deputy director, where he was primarily responsible for the overall management. From November 2001 to March 2004, he worked as deputy general manager in R&F Properties, a vice chairman in Fulicheng Real Estate Development Co.,Ltd.(北京富力城房地產開發有限公司) and a vice chairman in Fuli (Beijing) Real Estate Development Co., Ltd. (富力(北京)地產開發有限公司), where he was primarily responsible for the overall management of above companies. From June 2004 to August 2010, he worked as the chairman in Guangzhou Fuxing Investment Co., Ltd. (廣州市富興投資有限公司) and a general manager in Guangzhou Yinxiang Guarantee Co., Ltd. (廣州市銀翔擔保有限公司), where he was primarily responsible for the overall management of such companies. From August 2010 to August 2014, he worked as a deputy general manager in Cinda Real Estate Co., Ltd. (信達地產股份有限公司), a real estate company whose shares are listed in the Shanghai Stock Exchange (stock code: 600657). From June 2014 to April 2016, he worked as a deputy general manager in Cinda Real Estate Co., Ltd. (信達地產股份有限公司), an executive director in Guangzhou Cinda Property Investment Co., Ltd. (廣州信達置業投資有限公司)andan executive director in Shenzhen Cinda Real Estate Co., Ltd. (深圳信達置業有限公司), where he was primarily responsible for the overall management of such companies.

– 230 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT

Mr. Zhang obtained a vocational college’s degree in industrial accounting from Guangzhou Amateur Finance College (廣州業餘大學) in the PRC in October 1984. He was conferred as a senior economist (高級經濟師) by China Construction Bank (中國建設銀行)in December 1997.

Ms. Xin Zhu (辛珠), aged 52, was appointed as our independent non-executive Director on [●] and is responsible for providing independent advice on the operations and managements of our Group.

Ms. Xin has over 15 years of experience in the accounting industry as well as executive management in public companies. From February 2005 to December 2005, Ms. Xin worked at Guangdong Holdings Limited (廣東粵海控股集團有限公司), a company engaged in infrastructure development, manufacturing and real estate, where she last served as a deputy general manager of finance department of the group and financial controller of its subsidiary, Shenzhen Kingway Brewery Holdings Limited (深圳金威啤酒集團有限公司), where she was responsible for the financial management of the group and ERP Informationization Construction. From February 2006 to July 2008, she worked in Holdings Limited (合生創展集團有限公司), whose shares are listed on the Main Board of the Stock Exchange (stock code: 754), a property developer, where she last served as a group accounting controller, and was primarily responsible for financial management, financing and fund management. From September 2009 to September 2013, she worked in Limited (中國奧園集團股份有限公司) (previously known as China Aoyuan Property Group Limited (中國奧園地產集團股份有限公司)), whose shares are listed on the Main Board of the Stock Exchange (stock code: 3883), a property developer, with her last concurrent positions held as an executive director and executive vice president, and was primarily responsible for financial management, fund management and internal auditing. She was also involved in review, discussion and decisions making of land acquisition when she worked at China Aoyuan Group Limited. From July 2014 to March 2015, she served as the chief financial officer of Logan Property Holdings Company Limited (龍光地產控股有限公司), whose shares are listed on the Main Board of the Stock Exchange (stock code: 3380), where she was primarily responsible for financing.

Since June 2018, Ms. Xin has been an independent non-executive director of CanSino Biologics Inc. (康希諾生物股份公司), whose shares are listed on the Main Board of the Stock Exchange (stock code: 6185), a company engaging in the research and development, manufacturing and sales of vaccines. Since April 2020, she has been an independent non-executive director of Central China New Life Limited (建業新生活有限公司), whose shares are listed on the Main Board of the Stock Exchange (stock code: 9983), a property management service provider. Since November 2020, she has been an independent non- executive director of Datang Group Holdings Limited (大唐集團控股有限公司), whose shares are listed on the Main Board of the Stock Exchange (stock code: 2117), a property development company.

Ms. Xin obtained a bachelor’s degree in accounting from Renmin University of China (中 國人民大學) in the PRC in July 1990 and a master’s degree in business administration from Auckland Institute of Studies in New Zealand in December 1999. Ms. Xin became a member of the Chinese Institute of Certified Public Accountant of the PRC in January 1996 and a member of the CPA Australia in January 2010.

– 231 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT

Save as disclosed above, none of our Directors have held any other directorships in listed companies during the three years immediately preceding the date of this Document.

Save as disclosed above, to the best of the knowledge, information and belief of our Directors having made all reasonable enquiries, there was no information relating to our Directors that is required to be disclosed pursuant to paragraphs (b) to (v) or Rule 13.51(2) of the Listing Rules or any other matters concerning any Director that needs to be brought to the attention of our Shareholders as of the Latest Practicable Date.

SENIOR MANAGEMENT

Our senior management is responsible for the day-to-day operations and management of our business. For the biographical information of Ms. Wang Heng and Mr. Hu Jie, see “– Board of Directors – Executive Directors”. The biographical information of our other senior management members are as follows:

Mr. Lei Daqian (雷大乾), aged 45, joined our Group as deputy general manager in Tianli Property in April 2017 and was promoted to general manager of Tianli Property in March 2020. He was appointed as our general manager in April 2021 and is primarily responsible for the daily business operation of our Group.

From March 2002 to April 2015, he worked as a director and the responsible person of the representative office (Xinjiang) in the Urumqi branch of Chengdu Property Service Co.,Ltd.(成都萬科物業服務有限公司), a property management company, where he was primarily responsible for the overall property management. From May 2015 to March 2017, he worked as the vice general manager of central China region and quality director in China Resources (Wuhan) Property Co., Ltd. (華潤置地(武漢)物業有限公司), where he was primarily responsible for the business management and marketing of such company.

Mr. Lei obtained a college’s degree in law from Sichuan University (四川大學)inthe PRC in December 2012.

Mr. Chen Changwei (陳常偉), aged 39, joined our Group in August 2003 and had been worked in Guangzhou branch, branch and South China region in Tianli Property, where he was primarily responsible for the overall management of such branches and region. Mr. Chen was promoted to the executive deputy general manager of Tianli Property in March 2020. He was appointed as our deputy general manager in April 2021 and is primarily responsible for assisting the general manager in the daily business operations of our Group.

Mr. Chen graduated from Private Peizheng Commercial College (民辦培正商學院) (currently known as Guang Dong Peizheng College (廣東培正學院)) with a diploma in property management and marketing (minor) in the PRC in June 2003. Mr. Chen obtained a bachelor’s degree in marketing in South China University of Technology (華南理工大學)inthe PRC in January 2008. He also obtained an EMBA degree in Chongqing University of Technology (重慶理工大學) in the PRC in July 2015.

– 232 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT

Ms. Ma Yanlin (馬岩琳), aged 52, joined our Group as the financial controller of Tianli Property in July 2015. She was appointed as our financial controller in April 2021 and is primarily responsible for the financial management of our Group.

From August 1990 to August 1994, Ms. Ma worked in Nanjing Yangzi Petroleum Transportation Co., Ltd. (南京揚子石化運輸有限責任公司) (currently known as (Nanjing Yangzi Logistics Co., Ltd. (南京揚子物流有限責任公司)), a petroleum company, where she was primarily responsible for the accounting. From May 1997 to May 1998, she worked in Shenzhen Bailixin Property Development Co., Ltd. (深圳市百利鑫房地產開發有限公司), a property development company, where she was primarily responsible for the finance and tax management. From January 2000 to October 2004, she worked as an accountant in Guangzhou branch of Hua Xia Bank Co., Ltd. (華夏銀行股份有限公司), a state-owned bank whose shares are listed in the Shanghai Stock Exchange (stock code: 600015), where she was primarily responsible for the finance management and corporate credit investigation. From November 2004 to May 2006, she worked as a chief financial officer in Guangzhou Huanan Food Trade Center (廣州華南糧食交易中心), an online food trade center, where she was primarily responsible for the capital management and supervision. From April 2007 to July 2015, she worked as a financial manager in R&F Properties, where she was primarily responsible for the financial management of the hotel projects in R&F Properties.

Ms. Ma obtained a bachelor’s degree in industrial management and engineering from China Agricultural University (中國農業大學) (formerly known as Beijing Agricultural Engineering University (北京農業工程大學)) in the PRC in July 1990. She also obtained a master’s degree in corporate management from Sun Yat Sen University (中山大學) in the PRC in June 1997.

JOINT COMPANY SECRETARIES

Mr. Li Wenchang (李文昌) was appointed as our joint company secretary on March 30, 2021.

Since July 2006, Mr. Li Wenchang has held various positions in R&F Properties, including investment manager, human resource manager and with his current position as the general manager of capital operation center and securities representative, where he has been primarily responsible for the capital management and investment.

Mr. Li Wenchang obtained a bachelor’s degree in administrative management from South China University of Technology (華南理工大學) in the PRC in July 2006. He also obtained an EMBA degree from South China University of Technology (華南理工大學) in the PRC in December 2020. Mr. Li Wenchang obtained the certificate of qualification for secretary of the board granted by the Shanghai Stock Exchange (上海證券交易所) in September 2015.

Ms. Mak Po Man Cherie (麥寶文) was appointed as our joint company secretary on March 30, 2021.

Ms. Mak Po Man Cherie is the vice president of SWCS Corporate Services Group (Hong Kong) Limited. She has worked for various professional firms and listed companies in Hong Kong, with over 15 years of experience in the fields of auditing, accounting, corporate finance,

– 233 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT compliance and company secretarial. Ms. Mak has been the vice president of SWCS Corporate Services Group (Hong Kong) Limited since October 2019 and was the assistant vice president from August 2018 to September 2019. Ms. Mak also served as a company secretary of Cosmos Machinery Enterprises Limited (a company listed on the , stock code: 0118) from June 2014 to March 2018.

Ms. Mak obtained a master of corporate governance degree from the Hong Kong Polytechnic University in 2017. She has been admitted as an associate member of The Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators in the United Kingdom in 2017, a member of the Hong Kong Institute of Certified Public Accountants in 2003, and a fellow member of the Association of Chartered Certified Accountants in 2006.

BOARD COMMITTEES

Our Board has established the Audit Committee, the Remuneration Committee and the Nomination Committee and delegated various responsibilities to these committees, which assist our Board in discharging its duties and overseeing particular aspects of our Group’s activities.

Audit Committee

Our Group has established the Audit Committee on [●], 2021 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the Corporate Governance Code (the “CG Code”) as set out in Appendix 14 to the Listing Rules. The Audit Committee consists of three members, namely, Mr. Li Sze Lim, Ms. Xin Zhu and Mr. Zheng Ercheng, all of whom are our independent non-executive Directors. Ms. Xin Zhu is the chairlady of the Audit Committee and is our independent non-executive Director with the appropriate professional qualifications.

The primary duties of the Audit Committee include, but not limited to (i) reviewing and supervising our financial reporting process and internal control system of our Group, risk management and internal audit; (ii) providing advice and comments to our Board; and (ii) performing other duties and responsibilities as may be assigned by our Board.

Remuneration Committee

Our Group has established the Remuneration Committee on [●], 2021 with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the CG Code as set out in Appendix 14 to the Listing Rules. The Remuneration Committee consists of three members, namely, Mr. Li Sze Lim, Mr. Zheng Ercheng and Mr. Zhang Yucong. Mr. Zheng Ercheng is the chairman of the Remuneration Committee.

The primary duties of the Remuneration Committee include, but not limited to (i) establishing, reviewing and providing advices to our Board on our and structure concerning remuneration of our Directors and senior management and on the establishment of a formal and transparent procedure for developing policies concerning such remuneration; (ii) determining

– 234 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT the terms of the specific remuneration package of each Director and senior management member; and (iii) reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by our Directors from time to time.

Nomination Committee

Our Group has also established the Nomination Committee on [●], 2021 with written terms of reference in compliance with paragraph A.5 of the CG Code as set out in Appendix 14 to the Listing Rules. The Nomination Committee consists of three members, namely Ms. Wang Heng, Mr. Zheng Ercheng and Mr. Zhang Yucong. Ms. Wang Heng is the chairlady of the Nomination Committee.

The primary duties of the Nomination Committee include, but not limited to (i) review the structure, size and composition of our Board on a regular basis and make recommendations to the Board regarding any proposed changes to the composition of our Board; (ii) identify, select or make recommendations to our Board on the selection of individuals nominated for directorship, and ensure the diversity of our Board members; (iii) assess the independence of our independent non-executive Directors; and (iv) make recommendations to our Board on relevant matters relating to the appointment, re-appointment and removal of our Directors and succession planning for our Directors.

CORPORATE GOVERNANCE

Our Company recognizes the importance of incorporating elements of good corporate governance in the management structures and internal control procedures of our Group so as to achieve effective accountability.

Our Company has adopted the code provisions stated in the CG Code.

Our Company is committed to the view that our Board should include a balanced composition of executive Directors and independent non-executive Directors so that there is a strong independent element on the Board, which can effectively exercise independent judgment.

BOARD DIVERSITY POLICY

Our Board has adopted a board diversity policy which sets out the approach to achieve diversity on our Board. Our Company recognizes and embraces the benefits of having a diverse Board and sees increasing diversity at the Board level as an essential element in supporting the attainment of our Company’s strategic objectives and sustainable development. Our Company seeks to achieve Board diversity through the consideration of a number of factors, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All Board appointments will be based on meritocracy and candidates will be considered against objective criteria, having due regard to the benefits of diversity on our Board.

– 235 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT

Our Board currently consists of seven members, including one female executive Director and one female independent non-executive Director. Our Directors also have a balanced mix of knowledge, skills and experience, including property management, overall business management, finance, accounting, and investment. They have obtained tertiary degrees in various majors including business administration, accounting, science, financing and engineering. We have three independent non-executive Directors who have different industry backgrounds, representing over one-third of our Board members. We have taken and will continue to take steps to promote gender diversity at all levels of our Company, including without limitation at our Board and senior management levels. Taking into account our business model and specific needs as well as the presence of two female Directors out of a total of seven Board members, we consider that the composition of our Board satisfies our board diversity policy.

Our nomination committee is responsible for ensuring the diversity of our Board members. After [REDACTED], our nomination committee will review our board diversity policy from time to time to ensure its continued effectiveness and we will disclose the implementation of our board diversity policy in our corporate governance report on an annual basis.

COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

Our Directors and members of our senior management receive compensation from our Group in the form of salaries, bonuses and other benefits in kind such as contributions to pension plans. The aggregate remuneration (including fees, salaries, allowances and benefits in kind, performance-related bonuses, pension scheme contributions and social welfare) paid to our Directors for the three years ended December 31, 2020 was nil. Save as disclosed above, no other amounts have been paid or are payable by any member of our Group to our Directors for the three years ended December 31, 2020.

The aggregate amount of salaries, allowances and benefits in kind, performance-related bonuses, pension scheme contributions and social welfare paid to our five highest paid employees who are neither a director nor chief executive of the Company for the three years ended December 31, 2020 was approximately RMB7.3 million, RMB7.6 million, and RMB7.3 million, respectively.

No remuneration was paid by us to our Directors or the five highest paid individuals as an inducement to join or upon joining us or as a compensation for loss of office for the three years ended December 31, 2020. Further, none of our Directors had waived or agreed to waive any remuneration during the same periods.

Under the arrangement currently in force, the aggregate remuneration (including fees, salaries, contributions to pension schemes, bonus, share-based payments, retirement benefits scheme, allowances and other benefits in kind) of our Directors for the year ending December 31, 2021 is estimated to be no more than approximately RMB100 million.

– 236 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT

Our Board will review and determine the remuneration and compensation packages of our Directors and senior management and will, following the [REDACTED], receive recommendation from the Remuneration Committee which will take into account salaries paid by comparable companies, time commitment and responsibilities of our Directors and performance of our Group.

SHARE OPTION SCHEME

Our Company has conditionally adopted the Share Option Scheme on [●]. For details of the Share Option Scheme, see “Statutory and General Information – D. Other Information – 1. Share Option Scheme” in Appendix IV to this Document.

COMPLIANCE ADVISOR

In compliance with Rule 3A.19 of the Listing Rules, we have appointed Maxa Capital Limited as our compliance advisor to provide advisory services to our Company. It is expected that the compliance advisor will, amongst other things, advise our Company with due care and skill in the following circumstances:

• before the publication of any regulatory announcement, circular or financial report;

• where a transaction, which might be a notifiable or connected transaction, is contemplated, including shares issues and share buybacks;

• where we propose to use the proceeds from the [REDACTED] in a manner different from that detailed in this Document or where our business activities, developments or results deviate from any forecast, estimate, or other information in this Document; and

• where the Stock Exchange makes an inquiry of us regarding unusual movements in the price or trading volume of our Shares.

The term of the appointment shall commence on the [REDACTED] and end on the date on which we distribute our annual report in respect of our financial results for the first full financial year commencing after the [REDACTED] and such appointment may be subject to extension by mutual agreement.

– 237 –