Financial Street Property Co

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to what action to take in relation to this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional public accountant or other professional adviser.

If you have sold or transferred all your shares in Financial Street Property Co., Limited, you should at once hand this circular, together with the enclosed proxy form, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

FINANCIAL STREET PROPERTY CO., LIMITED 金融街物業股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1502)

(1) 2020 REPORT OF THE BOARD (2) 2020 REPORT OF THE SUPERVISORY COMMITTEE (3) 2020 AUDITED CONSOLIDATED FINANCIAL STATEMENTS (4) 2020 ANNUAL REPORT (5) PROFIT DISTRIBUTION PLAN FOR 2020 (6) ANNUAL FINANCIAL BUDGET FOR 2021 (7) CHANGE OF INTERNATIONAL AND DOMESTIC AUDITORS FOR 2021 (8) MAJOR AND CONTINUING CONNECTED TRANSACTION–DEPOSIT SERVICE FRAMEWORK AGREEMENT (9) CHANGE OF THE BUSINESS SCOPE (10) AMENDMENTS TO THE ARTICLES OF ASSOCIATION (11) AUTHORIZATION TO THE BOARD TO CHANGE BUSINESS SCOPE THROUGH AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF THE 2020 ANNUAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A notice convening the AGM of Financial Street Property Co., Limited to be held on Thursday, 24 June 2021 at 2:30 p.m. at 2/F, Financial Street Centre, No. 9A Financial Street, Xicheng District, Beijing, the PRC is set out on pages AGM-1 to AGM-3 of this circular. A proxy form for use at the AGM is also enclosed in this circular. Such proxy form is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.jrjlife.com).

Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the enclosed proxy form in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meeting thereof if Shareholders so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent and control the spread of COVID-19, the Company will take the following precautionary measures at the AGM:

(1) compulsory temperature checks (2) scan a QR code for registration with his/her own information through the applet, “Beijing Jiankangbao (北京健康寶)”, and the result should be normal (3) wearing of face masks throughout the AGM (please bring your own mask) (4) no souvenirs will be distributed and no refreshments will be served

To the extent permitted by law, any person who does not comply with the precautionary measures (1), (2) and (3) as set out above may be denied entry into the venue of the AGM at the absolute discretion of the Company. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

18 May 2021 CONTENTS

Page

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING ...... ii

DEFINITIONS ...... iv

LETTER FROM THE BOARD ...... 1

LETTER FROM THE INDEPENDENT BOARD COMMITTEE...... 22

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ...... 23

APPENDIX I – FINANCIAL INFORMATION OF THE GROUP ...... I-1

APPENDIX II – GENERAL INFORMATION...... II-1

APPENDIX III – PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION ...... III-1

NOTICE OF THE 2020 ANNUAL GENERAL MEETING...... AGM-1

– i – PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Having considered the influence of COVID-19 epidemic and the guidelines and requirements for the control of its spread, to safeguard the safety of Shareholders and other attendees, the following precautionary measures will be taken at the AGM by the Company:

(i) compulsory body temperature checks will be conducted on every attendee at the entrance of the venue of the AGM. Any person with a body temperature of over 37.3 degrees Celsius will be denied entry into the venue of the AGM.

(ii) attendees shall bring and wear their own face masks inside the venue of the AGM at all times, and to maintain an appropriate distance between seats.

(iii) attendees shall scan a QR code for registration with their own information through the applet, “Beijing Jiankangbao (北京健康寶)”, and the results should be normal, otherwise they will be denied entry into the venue of the AGM.

(iv) any person who has travelled to any affected countries or areas outside Beijing within 14 days immediately before the AGM (“Recent Travel History”), is subject to quarantine or self-quarantine in relation to COVID-19 according to the related regulations (if applicable), and any person who has close contact with any person under quarantine or with Recent Travel History will be denied entry into the venue of the AGM.

(v) no souvenirs will be distributed and no refreshments will be served at the AGM.

To the extent permitted by law, any person who does not comply with the precautionary measures (i) to (iv) as set out above may be denied entry into the venue of the AGM at the absolute discretion of the Company in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders’ health and safety, the Company reminds all Shareholders that physical attendance at the AGM is not necessary for the purpose of exercising voting rights. Shareholders, particularly those who are subject to quarantine, are recommended to use a proxy form with voting instructions inserted to appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

– ii – PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The form of proxy is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the form of proxy can be downloaded from the website of the Stock Exchange (www. hkexnews.hk) and the “Investor Relations — Announcements and Notices” section of the website of the Company (www.jrjlife.com). If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or The Hong Kong Securities Clearing Company Limited), you should consult directly your banks or brokers or custodians (as the case may be) to assist you with the appointment of proxy.

Shareholders are recommended by the Company that physical attendance at the AGM is not necessary. If Shareholders have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company as follows:

Tel: +86 10 6621 5866 Email: [email protected]

If Shareholders have any questions relating to the AGM, please contact Computershare Hong Kong Investor Services Limited, the share registrar, as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong Websites: https://www.computershare.com/hk/en/online_feedback (English) https://www.computershare.com/hk/zh/online_feedback (Chinese) Tel: 2862 8555

– iii – DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the meanings set out below:

“AGM” or the annual general meeting of the Company to be held on “Annual General Meeting” Thursday, 24 June 2021 at 2:30 p.m. at 2/F, Financial Street Centre, No. 9A Financial Street, Xicheng District, Beijing, the PRC to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages AGM-1 to AGM-3 of this circular, or any adjournment thereof

“Annual Cap” the Annual Daily Balance Cap and Annual Interest Cap, collectively

“Annual Daily Balance Cap” RMB1,000 million, being the maximum daily balance of deposits (including accrued interest) that may be placed by the Group with FS Finance for each of the years ending 31 December 2021, 2022 and 2023 under the Deposit Service Framework Agreement

“Annual Interest Cap” RMB19.35 million being the maximum interest for each of the years ending 31 December 2021, 2022 and 2023 under the Deposit Service Framework Agreement that may be received by the Group from FS Finance

“Articles of Association” the articles of association of the Company currently in force

“Board” the board of Directors

“CBIRC” the China Banking and Insurance Regulatory Commission (中國銀行保險監督管理委員會), an agency authorised by the State Council to supervise the establishment and on-going business activities of banking and insurance institutions

“China” or the “PRC” the People’s Republic of China, but for the purpose of this circular and for geographical reference only, “China” and the “PRC” in this circular do not include Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Company” Financial Street Property Co., Limited (金融街物業股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange

– iv – DEFINITIONS

“Deposit Service Framework the deposit service framework agreement entered into between the Agreement” Company and FS Finance dated 26 March 2021

“Deposit Services” deposit management services provided by FS Finance to the Group

“Director(s)” the director(s) of the Company

“Domestic Share(s)” ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi

“Effective Date” the date on which the Deposit Service Framework Agreement takes effect, which is expected to be the date on which the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder are approved by the Independent Shareholders

“Existing Deposit Service the deposit service framework agreement entered into between the Framework Agreement” Company and FS Finance dated 5 June 2020

“Financial Street Group” Beijing Financial Street Investment (Group) Co., Ltd. (北京金融街投資（集團）有限公司), a state-owned enterprise incorporated in the PRC on 29 May 1996. As at the Latest Practicable Date, it indirectly holds 34.35% of the issued share capital in the Company through its wholly-owned subsidiary

“Former CBRC” the former China Banking Regulatory Commission (原中國銀行業監督管理委員會)

“FS Finance” Beijing Financial Street Group Finance Company Limited (北京金融街集團財務有限公司), a limited liability company incorporated in the PRC on 30 June 2015, a wholly-owned subsidiary of Financial Street Group

“Global Offering” the global offering of H Shares by the Company of 90,000,000 H Shares (totalling 103,500,000 H Shares with the over-allotment option exercised in full), further details of which are set out in the Prospectus

“Group” the Company and its subsidiaries

– v – DEFINITIONS

“H Share(s)” overseas listed foreign shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Main Board of the Stock Exchange

“H Shareholder(s)” holders of H Share(s)

“HK$” or “Hong Kong dollars” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Independent Board Committee” an independent committee of the Board composed of all independent non-executive Directors, namely Mr. Song Baocheng, Ms. Tong Yan and Ms. Lu Qing

“Independent Financial Adviser” or Founder Securities (Hong Kong) Capital Company Limited, a “Founder” corporation licensed under the SFO to carry out type 6 (advising on corporate finance) regulated activity and appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder

“Independent Shareholder(s)” Shareholders other than those who are required by the Listing Rules to abstain from voting at the AGM on the resolution to approve the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder

“Independent Third Party(ies)” independent third party(ies) who is (are) not connected person(s) (as defined under the Listing Rules) of the Company and is (are) independent of and not connected with the Company and its connected person(s)

“Latest Practicable Date” 13 May 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

– vi – DEFINITIONS

“PBOC” The People’s Bank of China (中國人民銀行), the central bank of the PRC

“Prospectus” the prospectus of the Company dated 19 June 2020

“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time

“Share(s)” ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, comprising Domestic Shares and H Shares

“Shareholder(s)” holder(s) of Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Supervisor(s)” supervisor(s) of the Company

“Supervisory Committee” the supervisory committee of the Company

“2020 Annual Report” the annual report of the Company for the year ended 31 December 2020, which has been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.jrjlife. com)

“2020 Audited Consolidated the audited consolidated financial statements of the Group for the Financial Statements” year ended 31 December 2020, full text of which is set out in the 2020 Annual Report

“2020 Report of the Board” the report of the Board for the year ended 31 December 2020, which is set out in the 2020 Annual Report

“2020 Report of the Supervisory the report of the Supervisory Committee for the year ended 31 Committee” December 2020, which is set out in the 2020 Annual Report

In this circular, the terms “associate”, “connected person”, “continuing connected transaction”, “controlling shareholder” and “subsidiary” have the meanings given to such terms in the Listing Rules, unless the context otherwise requires. The English names of Chinese entities included in this circular are unofficial translations of their Chinese names and are included for identification purposes only.

– vii – LETTER FROM THE BOARD

FINANCIAL STREET PROPERTY CO., LIMITED 金融街物業股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1502)

Executive Directors: Registered office in the PRC: Mr. Sun Jie (Chairman) 33 Financial Street Ms. Xue Rui Xicheng District Beijing Non-executive Directors: PRC Mr. Shen Mingsong Mr. Zhou Peng Principal place of business in the PRC: Mr. Liang Jianping 24/F, Xihuan Plaza Tower 2 Mr. Jiang Rui 1 Xizhimenwai Avenue Xicheng District Independent non-executive Directors: Beijing Mr. Song Baocheng PRC Ms. Tong Yan Ms. Lu Qing Principal place of business in Hong Kong: 46/F, Hopewell Centre 183 Queen’s Road East Wan Chai Hong Kong

18 May 2021

To the Shareholders:

Dear Sir or Madam,

– 1 – LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.

At the AGM, ordinary resolutions will be proposed as follows:

(a) to consider and approve the 2020 Report of the Board;

(b) to consider and approve the 2020 Report of the Supervisory Committee;

(d) to consider and approve the 2020 Annual Report;

(e) to consider and approve the profit distribution plan for 2020;

(f) to consider and approve the annual financial budget for 2021;

(g) to consider and approve the appointment of international and domestic auditors for 2021; and

(h) to consider and approve the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder.

At the AGM, special resolutions will be proposed as follows:

(a) to consider and approve the change of the business scope;

(b) to consider and approve the amendments to the Articles of Association; and

In order to enable you to have a better understanding of the resolutions to be proposed at the AGM and to make an informed decision in the circumstance where sufficient and necessary information is available, we have provided detailed information to Shareholders in this circular.

– 2 – LETTER FROM THE BOARD

2. BUSINESSES TO BE CONSIDERED AT THE AGM

2.1 To consider and approve the 2020 Report of the Board

The full text of the 2020 Report of the Board is set out in the section headed “Report of the Board” in the 2020 Annual Report.

The 2020 Report of the Board was considered and approved by the Board on 25 March 2021 and is hereby proposed at the AGM for consideration and approval.

2.2 To consider and approve the 2020 Report of the Supervisory Committee

The text of the 2020 Report of the Supervisory Committee is set out in the section headed “Report of the Supervisory Committee” in the 2020 Annual Report.

The 2020 Report of the Supervisory Committee was considered and approved by the Supervisory Committee on 25 March 2021 and is hereby proposed at the AGM for consideration and approval.

2.3 To consider and approve the 2020 Audited Consolidated Financial Statements

The 2020 Audited Consolidated Financial Statements are set out in the 2020 Annual Report.

The 2020 Audited Consolidated Financial Statements were considered and approved by the Board on 25 March 2021 and are hereby proposed at the AGM for consideration and approval.

2.4 To consider and approve the 2020 Annual Report

The 2020 Annual Report was considered and approved by the Board and is hereby proposed at the AGM for consideration and approval.

2.5 To consider and approve the profit distribution plan for 2020

The profit distribution plan for 2020 was considered and approved by the Board on 25 March 2021, and the Board proposed the distribution of a final dividend of RMB0.154 per Share (before tax) for the year ended 31 December 2020 (the “Annual Dividend”). The profit distribution plan shall be subject to the consideration and approval of the Shareholders at the AGM. The Annual Dividend payable to Domestic Shareholders shall be paid in Renminbi and the Annual Dividend payable to H Shareholders shall be declared in Renminbi and paid in Hong Kong dollars, the exchange rate of which will be calculated based on the average

– 3 – LETTER FROM THE BOARD exchange rate of Renminbi against Hong Kong dollars published by the PBOC one calendar week prior to the AGM. Upon approval at the AGM, the Annual Dividend will be paid on or before Monday, 23 August 2021.

Subject to the approval of the Shareholders at the AGM, the Annual Dividend will be distributed to the Shareholders whose names appear on the register of members of the Company on Monday, 12 July 2021. For the purpose of determining the entitlement of the H Shareholders to the Annual Dividend, the H Share register of members of the Company will be suspended from Tuesday, 6 July 2021 to Monday, 12 July 2021, both days inclusive, during which period no transfer of H Shares will be registered. In order for H Shareholders to qualify for the proposed Annual Dividend, all properly completed share transfer forms together with the relevant share certificates must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 5 July 2021.

Pursuant to the Enterprise Income Tax Law of the People’s Republic of China 《中華人( 民共和國企業所得稅法》) which came into effect on 1 January 2008, and amended on 24 February 2017 and 29 December 2018, the Provision for Implementation of Enterprise Income Tax Law of the People’s Republic of China 《中華人民共和國企業所得稅法實施( 條例》) which took effect on 1 January 2008 and amended on 23 April 2020, and the Notice on the Issues Concerning Withholding the Enterprise Income Tax on the Dividends Paid by Chinese Resident Enterprise to H Shareholders which are Overseas Non-resident Enterprises (Guo Shui Han [2008] No. 897) 《關於中國居民企業向境外( H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)), which was promulgated by the State Administration of Taxation and came into effect on 6 November 2008, etc., where a PRC domestic enterprise distributes dividends for 2008 and subsequent years for financial periods beginning from 1 January 2008 to non-resident enterprise shareholders, it is required to withhold 10% enterprise income tax for such non-resident enterprise shareholders. Therefore, as a PRC domestic enterprise, the Company will, after withholding 10% of the annual dividend as enterprise income tax, distribute the annual dividend to non- resident enterprise Shareholders whose names appear on the H Share register of members of the Company, i.e. any Shareholders who hold H Shares in the name of non-individual shareholders, including but not limited to HKSCC Nominees Limited, other nominees, trustees, or H Shareholders registered in the name of other organizations and groups. After receiving dividends, the non-resident enterprise Shareholders may apply to the relevant tax authorities for enjoying treatment of taxation treaties (arrangement) in person or by proxy or by the Company, and provide information to prove that it is an actual beneficiary under the requirements of such taxation treaties (arrangement). After the tax authorities have verified that there is no error, it shall refund the tax difference between the amount of tax levied and the amount of tax payable calculated at the tax rate under the requirements of the relevant taxation treaties (arrangement).

– 4 – LETTER FROM THE BOARD

On 28 June 2011, the State Administration of Taxation promulgated the Notice on the Issues on Levy of Individual Income Tax after the Abolishment of Guo Shui Fa [1993] No. 045 Document (Guo Shui Han [2011] No. 348) 《關於國稅發( [1993]045號文件廢止後有關個人所得稅徵管問題的通知》(國稅函[2011]348號)) (the “No. 348 Circular”). Pursuant to the No. 348 Circular, foreign resident individual shareholders holding the shares of a domestic non-foreign-invested enterprise is entitled to the relevant preferential tax treatments pursuant to the provisions in the tax treaties between the country(ies) in which they are domiciled and the PRC, and the tax arrangements between the PRC and Hong Kong or Macau. Pursuant to the No. 348 Circular, individual income tax at a tax rate of 10% may in general be withheld in respect of the dividend and bonus to be distributed by the domestic non-foreign- invested enterprises whose shares have been issued in Hong Kong, without the need to make any application for preferential tax treatments. However, the tax rate for each foreign resident individual shareholder may vary depending on the relevant tax treaties between the country(ies) of their domicile and the PRC. Pursuant to the relevant requirements under the Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect (Cai Shui [2016] No. 127) 《關於深港股票市場交易互聯互通機制試點有關稅收政( 策的通知》(財稅[2016]127號)), for dividends and bonus received by domestic investors from investing in H shares listed on the Stock Exchange through southbound trading, the company of such H shares shall withhold individual income tax at the rate of 20% on behalf of the investors. For dividends and bonus received by domestic securities investment funds from investing in shares listed on the Stock Exchange through southbound trading, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold the income tax for dividends and bonus on behalf of domestic enterprise investors and those domestic enterprise investors shall declare and pay the relevant tax themselves.

2.6 To consider and approve the annual financial budget for 2021

Based on its analysis on its operation in 2020, and considering its future development plan and the industry trend, the Company has prepared the financial budget plan for 2021, which is hereby proposed at the AGM for consideration and approval:

The Company’s total budget of operating expenses and costs (after deducting taxes, surcharges and non-operating expenses) in 2021 is expected to be approximately RMB1,190 million;

According to its needs for business expansion and its plan for use of fund raised, the Company’s total investment budget in 2021 is expected to be approximately RMB430 million.

– 5 – LETTER FROM THE BOARD

Important note: These budgets serve as the Company’s internal management and control indicators for its operation plan for 2021, and do not represent its annual profit forecast. Achievement of those indicators is conditional upon corporate operation and management practices, market changes, macroeconomic environment and other internal and external factors, and is subject to uncertainty. Investors are advised to exercise caution.

2.7 To consider and approve the appointment of international and domestic auditors for 2021

PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP hold office as the international auditor and domestic auditor of the Company for the year ended 31 December 2020, respectively. According to the Law of the People’s Republic of China on Tenders and Bids 《中華人民共和國招標投標法》( ) and other applicable laws and regulations and the result of public tender by the Company according to the Company’s procedures under the Management Rules of Procurement by Tendering 《招標採購管理辦法》( ), the Board, upon receiving the recommendation opinion from the audit committee of the Company, has resolved the proposed appointment of Grant Thornton Hong Kong Limited (致同(香港)會計師事務所有限公司) as the international auditor and Grant Thornton China (Special General Partnership) (致同會計師事務所(特殊普通合夥)) as the domestic auditor of the Company for 2021, respectively, for the period from the conclusion of the AGM to the conclusion of the annual general meeting of the Company for the year ending 31 December 2021.

Pursuant to Rule 13.51(4) of the Listing Rules, PricewaterhouseCoopers has confirmed in writing that there are no disagreements or unresolved matters between the Company and PricewaterhouseCoopers, and that there are no matters in respect of its retirement as the auditor of the Company or other matters which should be brought to the attention of the Shareholders.

Such proposal was considered and approved by the Board on 25 March 2021 and is hereby proposed at the AGM for consideration and approval including approving the Board to authorize the management to determine the remuneration of the international and domestic auditors of the Company.

– 6 – LETTER FROM THE BOARD

2.8 To consider and approve the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder

(A) Background

Reference is made to the section headed “Connected Transactions” in the Prospectus in respect of, among others, the Existing Deposit Service Framework Agreement entered into between the Company and FS Finance, pursuant to which the Group may use the Deposit Services. FS Finance is an associate of Financial Street Group, a controlling shareholder of the Company. Accordingly, FS Finance is a connected person of the Company, and the Group’s use of the Deposit Services constitutes continuing connected transactions of the Company under Chapter 14A of the Listing Rules. As disclosed in the Prospectus, the Company applied for and was granted a waiver from the Stock Exchange from strict compliance with the announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the transactions under the Existing Deposit Service Framework Agreement. Such wavier is due to expire on the date of the AGM. Reference is made to the announcement of the Company dated 26 March 2021, in which the Company announced that the Company and FS Finance entered into the Deposit Service Framework Agreement. After considering the future treasury arrangement of the Group, the Company intends to continue to use the Deposit Services, and on 26 March 2021, the Company and FS Finance entered into the Deposit Service Framework Agreement to renew the Deposit Services provided under the Existing Deposit Service Framework Agreement for a term commencing on the Effective Date and ending on 31 December 2023.

(B) The Deposit Service Framework Agreement

The principal terms of the Deposit Service Framework Agreement are summarised as follows:

Date: 26 March 2021

Parties: (i) the Company; and

(i) FS Finance.

– 7 – LETTER FROM THE BOARD

Term: The term of the Deposit Service Framework Agreement will commence on the Effective Date and expire on 31 December 2023. Subject to all applicable requirements under the Listing Rules, the Deposit Service Framework Agreement may be renewed upon expiry by agreement between the parties thereto.

Condition: The terms of the Deposit Service Framework Agreement are subject to the Company having obtained the approval of the Independent Shareholders.

Subject matter: Pursuant to the Deposit Service Framework Agreement, FS Finance shall provide the Deposit Services to the Group.

The Deposit Service Framework Agreement does not restrict the Group’s use of services provided by other commercial banks or independent financial institutions. The Group may (but is not obliged to) use the Deposit Services.

Pricing Policy: FS Finance undertakes to provide the Deposit Services to the Group according to the following pricing policy:

(i) the interest rate in respect of the deposits placed by the Group with FS Finance will be equal to or higher than the average interest rate offered by independent major PRC state-owned commercial banks for comparable deposits of the same type and term; and

(ii) the commercial terms provided by FS Finance in respect of the Deposit Services will be comparable to or more favourable compared to those offered by it to Independent Third Parties.

As stated in the policy under the above agreement, prior to depositing new funds with FS Finance for the purpose of ensuring the interest rate in respect of the deposits placed by the Group with FS Finance will be equal to or higher than the average interest rate offered by independent major PRC state-owned commercial banks for

– 8 – LETTER FROM THE BOARD comparable deposits of the same type and term, the Company’s finance department will be responsible for liaison with FS Finance and will review the interest rates and commercial terms on deposits offered by at least three independent major PRC state-owned commercial banks (such as China Construction Bank, Industrial and Commercial Bank of China, Agricultural Bank of China, Bank of China, or Bank of Communications, etc.), and will then obtain their quotations on deposits via conducting online enquiries. The above steps would finally ensure the interest rate to be provided by FS Finance to the Group (i) will be equal to or higher than the average interest rate offered by the comparable banks for comparable deposits of the same type and term (i.e. the average interest rate offered by the comparable banks for deposits of the same type and term plus certain premium); and (ii) should not exceed the upper limit of the interest rate stipulated by the PBOC.

Further, to determine whether the commercial terms provided by FS Finance are favourable, apart from considering the deposit interest rate provided, the Group will also consider other factors, to the extent applicable, including: (i) any applicable settlement fees; and (ii) efficiency of the withdrawal procedure. So far as the Deposit Services are concerned, the settlement services to be provided by FS Finance to the Group will be free of charge. The Group may withdraw deposits of less than RMB10 million on the same day and for any amount equal to or over RMB10 million, with one day prior notice on which its instruction is given to FS Finance in accordance with its procedural requirements. Funds deposited less than seven days with FS Finance will generate at most an interest offered under the current account interest rate. Only funds deposited for more than seven days will generate an interest higher than the current account interest rate, whatever the offered rate may be. Funds in excess of RMB200,000 deposited in the current account will earn a higher interest rate (“Negotiated Current Account Rate”) than compared to the normal current account interest rate.

The Group has the discretion in deciding whether or not to use the Deposit Services. If the Group considers the interest rate and other commercial terms offered by FS Finance do not meet the above requirements, the Group is not obliged to use the Deposit Services.

– 9 – LETTER FROM THE BOARD

The following table sets out the historical amounts of the interest income received by the Company from FS Finance:

For the year ended 31 December 2018 2019 2020 (RMB) (RMB) (RMB)

Interest income received by the Company from FS Finance 3,480,515.37 8,037,405.11 4,942,991.91

The following table sets out the historical maximum daily balance of deposits (including accrued interests) placed with FS Finance by the Group:

For the year ended 31 December 2018 2019 2020 (RMB million) (RMB million) (RMB million)

Maximum daily balance of deposits (including accrued interests) placed by the Group with FS Finance 304.5 432.3 375.7

Under the Existing Deposit Service Framework Agreement entered into on 5 June 2020, the Group and FS Finance agreed that the maximum daily balance of deposits (including accrued interests) placed by the Group with FS Finance was to be capped at RMB1,000.0 million from the date of the listing of the H Shares on the Stock Exchange to the date of the 2020 AGM. The above daily cap for deposit was determined with reference to (i) the historical maximum daily deposit balances (including accrued interests) for 2018 and 2019; (ii) estimated net proceeds from the Global Offering of approximately HK$624.9 million (equivalent to approximately RMB559.8 million based on an exchange rate of RMB1.00: HK$1.1163), being the high end of the Offer Price and assuming the over-allotment option was not exercised; and (iii) the cash and cash equivalents of approximately RMB666.1 million as at 31 December 2019.

– 10 – LETTER FROM THE BOARD

(D) Proposed Annual Cap and basis of determination

Under the Deposit Service Framework Agreement, it is proposed that the maximum daily balance of deposits (including accrued interests) that may be placed by the Group with FS Finance for each of the years ending 31 December 2021, 2022 and 2023 shall be RMB1,000 million.

Under the Deposit Service Framework Agreement, it is proposed that the maximum interest that may be received by the Group from FS Finance for each of the years ending 31 December 2021, 2022 and 2023 shall be RMB19.35 million.

The Annual Daily Balance Cap has been determined with reference to the Group’s relevant historical transaction amounts, cash balances and cash flow positions, business development plans and financial management, etc. during the term of the Deposit Service Framework Agreement, whilst taking into account the Group’s risk management guiding principles when selecting providers of deposit services and the Group’s potential demands for Deposit Services. Specifically, the Company has taken the following factors into consideration:

(1) the historical transaction amounts of the Deposit Services: The maximum daily balance of deposits (including accrued interests) placed by the Group with FS Finance for each of the three years ended 31 December 2020 is shown in paragraph (C) above.

(2) the historical cash position of the Group and the net proceeds from the Global Offering: The cash and cash equivalents of the Group significantly increased to RMB1,378.75 million as at 31 December 2020 from RMB666.1 million as at 31 December 2019. Such significant increase was mainly attributable to the proceeds received from the listing of the H Shares on the Stock Exchange. Such proceeds had not been converted to RMB for deposit with FS Finance, as the RMB – HK$ exchange rate has not been favourable to the Hong Kong dollar since the second half of 2020. The management of the Company has been closely monitoring the HK$-to-RMB exchange rate and re-evaluated its foreign exchange strategy. The Company is actively looking for an appropriate window in 2021 to convert the net proceeds in Hong Kong dollars to RMB. The Annual Daily Balance Cap represents approximately 75.53% of the cash and cash equivalents of the Group as at 31 December 2020. Extrapolating from the historical cash position of the Group and the net proceeds from the Global Offering results in a conservative estimate of the baseline cash and cash equivalents of the Group at RMB920.36 million for each of the three years ending 31 December 2023, based on the following: (i) cash and cash equivalents of RMB666.1 million of the Group as at the end of 31 December 2019; (ii) net cash generated from operating activities of the Group of RMB189.66 million

– 11 – LETTER FROM THE BOARD

for the year ended 31 December 2020; and (iii) 10% of net proceeds from the Global Offering, or RMB64.6 million based on an exchange rate of RMB1.00: HK$1.0958, allocated for working capital and general corporate purposes. This figure is expected to be substantially higher for each of the two years ending 31 December 2022, as the unused portion of the net proceeds from the Global Offering will be higher than RMB64.6 million for each of those two years. Based on the above assumptions, the expected cash and cash equivalents of the Group as at the dates indicated is anticipated to be as follows:

As at 31 December 2021 2022 2023 (RMB million) (RMB million) (RMB million)

Anticipated cash and cash equivalents 1,359.66 1,131.61 920.36

(3) the historical and expected net cash generated from operating activities of the Group: Changes in the Group’s net cash generated from operating activities will affect the deposit balance of the Group whether held with FS Finance and other financial institutions. The table below illustrates the net cash generated from operating activities of the Group for the years indicated:

For the year ended 31 December 2018 2019 2020 (RMB million) (RMB million) (RMB million)

Net cash generated from operating activities of the Group 111.1 146.4 189.66

The Group has continuously recorded increases in net cash generated from operating activities for the three years ended 31 December 2020 and expects to maintain such increases by expanding the business scale of the Group.

While cash and cash equivalents shown in the table in paragraph (2) above declines as net proceeds from the Global Offering is deployed, the actual cash and cash equivalents of the Group is anticipated to be compensated for by the trend of the Group continuously recording increases in net cash generated from operating activities. The Board believes that such increase in net cash from operating activities will be more pronounced than in years past as the Group progressively reaps the benefits of its invested net proceeds from the Global Offering.

– 12 – LETTER FROM THE BOARD

(4) the non-exclusiveness of the Deposit Services: The Deposit Services will be obtained by the Group on a voluntary and non-exclusive basis. There is no restriction under the Deposit Service Framework Agreement on the Group’s use of deposit services from other commercial banks or independent financial institutions; the Group has sole discretion to make its selection according to the relevant conditions and quality of services being delivered by other commercial banks or independent financial institutions. In general, other than FS Finance, the Group also places cash deposits with other commercial banks and independent financial institutions in the PRC. The following table illustrates the proportion of the Group’s cash deposited with FS Finance and other commercial banks or independent financial institutions as at the dates indicated:

As at 31 December 2018 2019 2020 (%) (%) (%)

Deposits with FS Finance 39.6 41.2 19.6 Deposits with other commercial banks or independent financial institutions 60.4 58.8 80.4

The Annual Interest Cap has been determined with reference to the Group’s historical interest amount received from FS Finance, and the projected maximum interest rate to be offered by FS Finance of 2.25% for one-year fixed deposits and 1.725% for current account during the term of the Deposit Service Framework Agreement. Specifically, the Company has taken the following factors into consideration:

(i) the table below sets out the historical percentages of the average daily deposit balance of cash and cash equivalents deposited by the Company

– 13 – LETTER FROM THE BOARD

with FS Finance kept in current accounts (inclusive of amounts generating interest under the Negotiated Current Account Rate) and kept as fixed deposits for each of the three years ended 31 December 2020:

For the year ended 31 December 2018 2019 2020

Percentage kept in current account (inclusive of amounts generating interest under the Negotiated Current Account Rate) 52.37% 54.08% 70.95% Percentage kept as fixed deposits 47.63% 45.92% 29.05%

(ii) from the above table, averaged over the three years ended 31 December 2020, approximately 60% of the cash and cash equivalents were kept in current account (inclusive of amounts generating interest under the Negotiated Current Account Rate) with the remainder kept as fixed deposits; and

(iii) multiplying 60% of RMB1,000,000,000 with the projected current account interest rate of 1.725% and 40% of RMB1,000,000,000 with the projected one-year fixed deposit interest rate of 2.25% results in RMB10.35 million and RMB9 million projected interest income, respectively, for a total of RMB19.35 million.

In deciding whether to place deposits with FS Finance or other commercial banks or independent financial institutions, the Group will consider the terms, quality of services offered by and the choices of deposit services available from the relevant financial institutions, their credit ratings and market reputation, their understanding of the Group’s operation, etc. Furthermore, the Group will strive to maintain a healthy treasury management portfolio. In addition to its treasury centralisation management, to facilitate business operation and treasury management, the Group deposits liquid cash into a range of creditworthy financial institutions to avoid undue treasury centralisation in a single financial institution. Therefore so far as the Deposit Service Framework Agreement is concerned, the Group believes that the Deposit Services (including the proposed Annual Caps) are in line with the treasury management policy of the Group.

– 14 – LETTER FROM THE BOARD

(E) Reasons and benefits for the transactions

FS Finance has been providing the Deposit Services to the Group prior to the listing of the H Shares on the Stock Exchange, and has developed a solid understanding of the business operation and cash management model of the Group, and is capable of providing the Group with Deposit Services in a stable, suitable, efficient, convenient, and flexible manner. In addition, depositing funds with FS Finance is consistent with the Group’s relevant requirements on treasury centralisation and overall management.

Moreover, the interest rate in respect of the Deposit Services provided by FS Finance to the Group will be equal to or higher than the average interest rate offered by independent major PRC state-owned commercial banks for comparable deposits of the same type and term; and its commercial terms in respect of the Deposit Services provided to the Group will be more favourable compared to those offered to Independent Third Parties.

The Deposit Services provide the Group with flexibility in this low interest rate environment as central banks worldwide increasingly resort to fiscal measures to stimulate the economy. The Board cannot control or predict interest rates that will be offered by commercial banks in the future. In the event interest rates offered by commercial banks become unattractive, or if the gap between what commercial banks and FS Finance can offer to the Group becomes significant, the Group must be afforded the option to choose the most beneficial interest rates, including depositing a sizable portion of its cash and cash equivalents with FS Finance if indeed that is the best option.

(F) Opinion of the Board

In view of the above reasons and benefits, given the transactions contemplated under the Deposit Service Framework Agreement are in the ordinary and usual course of business of the Company and are under normal commercial terms or better, the Board (including the independent non-executive Directors) are of the view that the terms of the Deposit Service Framework Agreement and the Annual Cap are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

None of the Directors had any material interests in the transactions contemplated under the Deposit Service Framework Agreement and no Director was required to abstain from voting on the Board resolution approving the Deposit Service Framework Agreement.

– 15 – LETTER FROM THE BOARD

(G) Internal Control Measures

To ensure that the Deposit Services are executed in accordance with the Deposit Service Framework Agreement and its pricing policy, the Company has formulated a series of internal policies and measures in relation to cash management, including (but not limited to):

(1) in order to ensure that the deposit interest rate and commercial terms provided by FS Finance are in line with the pricing policy for the Deposit Services specified in the Deposit Service Framework Agreement and are fair and reasonable, the Company’s finance department will be responsible for liaison on commercial terms, etc. with FS Finance, and after comparing deposit services of the same type and term provided by FS Finance with those offered by other independent major PRC state-owned commercial banks (such as China Construction Bank, Industrial and Commercial Bank of China, Agricultural Bank of China, Bank of China, or Bank of Communications etc.), formulate the plan on deposit services and submit the same to the senior management of the Company for approval; in addition to comparing deposit services and terms at the point of formulating the plan on deposit services, the Company’s finance department will upon receipt every three months of FS Finance’s interest rate statement specifying the interest rate applicable to the Group during each such three month period, also independently verify that indeed the relevant interest received is 150% of the guidance rate issued by the PBOC during the relevant period in order to ensure that the interest rates offered by FS Finance is higher than those offered by commercial banks in China, which are prohibited from offering interest equal to or higher than 150% of the guidance rate issued by the PBOC; the Board considers that the frequency of review above is sufficient as the PBOC does not have a record of adjusting its guidance rate often;

(2) the designated treasury management personnel of the Company’s finance department shall tabulate on a daily basis funds received and submit “weekly treasury statements” (including, among others, the deposit balance with FS Finance during the respective week) to the management of the Company on the first business day every week, to ensure the actual amounts of connected transactions do not exceed the limits as approved at the AGM;

(3) pursuant to rule 14A.56 of the Listing Rules, the Company’s auditors will also conduct an annual review on the pricing policy of the relevant agreements and the Annual Cap, and provide confirmation in the Company’s annual report;

– 16 – LETTER FROM THE BOARD

(4) pursuant to rule 14A.55 of the Listing Rules, the independent non-executive Directors will also review the implementation and use of the Deposit Services to ensure that the Deposit Services are carried out in accordance with the terms contemplated under the Deposit Service Framework Agreement (including the pricing policy);

(5) in the event where the Annual Cap requires adjustment due to business development needs or other reasons, arrangements in advance shall be made, which shall be subject to strict compliance with the applicable requirements under the Listing Rules;

(6) FS Finance is a non-bank financial institution subject to supervision of the CBIRC and shall operate business in accordance with the Measures for the Administration of Finance Companies of Enterprise Groups 《企業集團財務公( 司管理辦法》) (the “Administrative Measures”) issued by the Former CBRC (now merged to become the CBIRC) for the purpose of overseeing the operation and reducing the financial risks of finance companies of enterprise groups. The Administrative Measures set forth several rules/measures on supervision, management and risk control with regard to operating finance companies of enterprise groups, including but not limited to maintaining certain financial ratios and reporting to the CBIRC;

(7) FS Finance will assist the Group in annual reviews for managing the Group’s deposits placed with FS Finance, including providing data and records such as the fund flow, interest rates and deposit balances under the Deposit Service Framework Agreement, and other data and records which may be necessary for the Group’s auditors to report on relevant continuing connected transactions; and

(8) FS Finance will, at the request of the Company, provide its annual financial reports and documents and data in relation to the continuing connected transactions to the Company.

(H) Implications under the Listing Rules

As of the Latest Practicable Date, Financial Street Group was interested in an aggregate of 34.35% of the total issued share capital of the Company, hence Financial Street Group is a controlling shareholder and thus a connected person of the Company. FS Finance is a wholly-owned subsidiary of Financial Street Group, and is therefore a connected person of the Company. Accordingly, the transactions contemplated under the Deposit Service Framework Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

– 17 – LETTER FROM THE BOARD

As the highest applicable percentage ratio in respect of the Annual Cap under the Deposit Service Framework Agreement calculated pursuant to the Listing Rules exceeds 25%, the transactions contemplated under the Deposit Service Framework Agreement also constitute major transactions of the Company. The Company shall be subject to the reporting, announcement, annual review and Independent Shareholders’ approval requirements under Chapter 14 and Chapter 14A of the Listing Rules.

(I) Information on the Parties

Information on the Group

The Company is a joint stock company incorporated under the laws of the PRC with limited liability and its H Shares are listed on the Main Board of the Stock Exchange. The Group is mainly engaged in providing property management and related services to properties located at financial management centres at all levels nationwide.

Information on FS Finance

FS Finance, a limited liability company incorporated in the PRC on 30 June 2015, is a wholly-owned subsidiary of Financial Street Group. FS Finance is a non-bank financial institution (非銀行金融機構) which provides deposit management services to Financial Street Group and its subsidiaries. FS Finance is subject to a number of regulatory requirements and guidelines issued by regulatory authorities in the PRC.

Information on Financial Street Group

Financial Street Group and its subsidiaries mainly operate in real estate development, investment holding, finance, education and medical and wellness. Headquartered in Beijing, the properties under Financial Street Group’s operation include office buildings, hotels, apartments, commercial properties, residential properties and parking lots, etc.

2.9 To consider and approve the change of the business scope

Based on its strategies and needs for business development, the Company will continue to strengthen technological empowerment and business innovation in the future, explore a diversified compound development mode with multiple industry chains, and continue to expand the upstream and downstream business areas. The Company’s expansion of new business will involve registration of business license changes. The proposed additional business items include: centralized elderly care services, home-based elderly care services,

– 18 – LETTER FROM THE BOARD

commercial buildings rental, exhibition and exhibition activities undertaking, sports venue management services, landscape management, maintenance, hotel management, hospital management, urban garbage cleaning, collection and transportation services, garbage classification, project management, etc. For details in relation to the proposed change of the business scope, please refer to the proposed amendments to Article 14 of the Articles of Association in Appendix III to this circular.

The proposed change of business scope is conditional upon the following conditions being satisfied:

(1) passing of special resolution by the Shareholders at the AGM to approve the proposed change of the business scope; and

(2) obtaining all the necessary approvals from Beijing Xicheng District Administration for Market Regulation (北京市西域區市場監督管理局) for the proposed change of the business scope.

The proposed change of business scope will be put forward to the Shareholders for approval by way of a special resolution at the AGM. Upon the passing of the relevant special resolution at the AGM, the Company will make relevant filings with Beijing Xicheng District Administration for Market Regulation (北京市西域區市場監督管理局) for registration of the change. Subject to satisfaction of the conditions set out above, the proposed change of business scope will take effect from the date on which the business licence in relation to the changed business scope is issued by Beijing Xicheng District Administration for Market Regulation (北京市西域區市場監督管理局).

2.10 To consider and approve the amendments to the Articles of Association

In view of the proposed change of the business scope, the Board proposes to amend Article 14 of the Articles of Association. Please refer to the Appendix III to this circular for details of the proposed amendments.

The Articles of Association are prepared in Chinese with no official English version. Any English translation is for reference only. In the event of any inconsistency, the Chinese version shall prevail.

– 19 – LETTER FROM THE BOARD

2.11 To consider and authorize the Board to change the business scope of the Company through amendments to the Articles of Association

Taking into account the Company’s needs for business expansion and in order to improve decision-making efficiency, it is proposed to seek Shareholders’ approval at the AGM to authorize the Board to make non-substantive changes to the business scope of the Company through amendments to Article 14 “Business Scope” of Chapter 2 of the Articles of Association. The authorization period is from the date of the AGM to the date of the next annual general meeting of the Company, both days inclusive. Such proposal is conditional upon the following conditions being satisfied: (1) such changes is only limited to addition, reduction, merger and split of specific items within the existing business scope of the Company; (2) description of the specific items should be consistent with the business scope items specified in the current Industrial Classification for National Economic Activities in China; and (3) it is not applicable to circumstances under which any Director is required to abstain from voting on relevant amendments in accordance with applicable laws and regulations.

3 AGM AND PROXY ARRANGEMENT

The proxy form of the AGM is enclosed herewith.

If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying proxy form in accordance with the instructions printed thereon. H Shareholders are required to return the proxy form to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong and Domestic Shareholders are required to return the proxy form to the Company’s principal place of business in the PRC at 24/F, Xihuan Plaza Tower 2, 1 Xizhimenwai Avenue, Xicheng District, Beijing, the PRC by personal delivery or by post not less than 24 hours before the time fixed for holding the AGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or at any adjourned meeting should you so wish.

4 VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the AGM will exercise his power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the AGM. As for the resolution in respect to the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder, Financial Street Group and its associates, which were interested in an aggregate of 34.35% of the total issued share capital of the Company as at the Latest Practicable Date, will abstain from voting as required by the Listing Rules.

– 20 – LETTER FROM THE BOARD

5 RECOMMENDATION

The Board (including independent non-executive Directors) considers that all resolutions proposed at the AGM (including the resolution to approve the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the proposed resolutions (including the resolution to approve the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder) at the AGM.

6 FURTHER INFORMATION

Your attention is drawn to other parts of this circular, which contain further information on the Group and other information required to be disclosed under the Listing Rules.

By order of the Board Financial Street Property Co., Limited Sun Jie Chairman

– 21 – LETTER FROM THE INDEPENDENT BOARD COMMITTEE

FINANCIAL STREET PROPERTY CO., LIMITED 金融街物業股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1502)

18 May 2021

To the Independent Shareholders:

Dear Sir or Madam,

MAJOR AND CONTINUING CONNECTED TRANSACTION – DEPOSIT SERVICE FRAMEWORK AGREEMENT

We refer to the circular of the Company to the Shareholders of even date (the “Circular”), to which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter have the same meanings given to them in the section headed “Definitions” of the Circular.

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders on whether the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder are on normal commercial terms or better, in the ordinary and usual course of business of the Group, fair and reasonable and in the interests of Company and the Shareholders as a whole.

We wish to draw your attention to the letter of advice from the Independent Financial Adviser appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder, as set out on pages 23 to 40 of the Circular and the letter from the Board as set out on pages 1 to 21 of the Circular.

Having considered the information contained in the letter from the Board, and the factors and reasons considered by, and the opinion of, the Independent Financial Adviser as stated in its letter of advice, we consider that the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder are on normal commercial terms or better, in the ordinary and usual course of business of the Group, fair and reasonable, and in the interests of the Company and the Shareholders as a whole. We recommend the Independent Shareholders to vote in favour of the ordinary resolution in respect of the terms of the Deposit Service Framework Agreement and the Annual Cap and the transactions contemplated thereunder to be proposed at the AGM.

Financial Street Property Co., Limited The Independent Board Committee Song Baocheng, Tong Yan, Lu Qing Independent non-executive Directors

– 22 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of the letter of advice from Founder Securities (Hong Kong) Capital Company Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, in relation to the continuing connected transactions contemplated under the Deposit Service Framework Agreement which has been prepared for the purpose of inclusion in this circular.

Founder Securities (Hong Kong) Capital Company Limited Room 1715–1719A, Jardine House, 1 Connaught Place, Central, Hong Kong

18 May 2021

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

MAJOR AND CONTINUING CONNECTED TRANSACTION – DEPOSIT SERVICE FRAMEWORK AGREEMENT

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the continuing connected transactions contemplated under the Deposit Service Framework Agreement, details of which are set out in the letter from the Board (the “Letter from the Board”) contained in the circular dated 18 May 2021 (the “Circular”) issued by the Board to the Shareholders, of which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter shall have the same meanings as those defined in the Circular.

On 5 June 2020, the Company and Beijing Financial Street Group Finance Company Limited (“FS Finance”) entered into the Existing Deposit Service Framework Agreement which sets out the major terms and conditions for the Deposit Services provided by FS Finance to the Group for a fixed term commencing from 5 June 2020 until the date of the AGM of the Company.

With reference to the Letter from the Board, FS Finance is an associate of Financial Street Group. Financial Street Group is a controlling shareholder of the Company holding 34.35% of the total issued share capital of the Company as at the Latest Practicable Date, and therefore render FS Finance a connected person of the Company. The Company applied for and was granted a waiver from the Stock Exchange from strict compliance with the announcement and independent shareholders’ approval

– 23 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER requirements under Chapter 14A of the Listing Rules in relation to the continuing connected transactions contemplated under the Existing Deposit Service Framework Agreement. Such wavier will expire on the date of the AGM of the Company. After considering the future treasury arrangement of the Group, the Company intends to continue to use the Deposit Services. Therefore, on 26 March 2021, the Company and FS Finance entered into the Deposit Service Framework Agreement to renew the Deposit Services provided under the Existing Deposit Service Framework Agreement for a term commencing on the Effective Date until 31 December 2023.

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, Financial Street Group holds, in aggregate, 34.35% of the total issued share capital of the Company which render it a controlling shareholder and a connected person of the Company under the Listing Rules. FS Finance is an associate of Financial Street Group, and thereby also regarded as a connected person of the Company. Accordingly, the transactions contemplated under the Deposit Service Framework Agreement will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the highest applicable percentage ratio in respect of the Annual Cap under the Deposit Service Framework Agreement calculated pursuant to the Listing Rules exceeds 25%, the transactions contemplated under the Deposit Service Framework Agreement also constitute major transactions of the Company. The Company shall be subject to the reporting, annual review, announcement and Independent Shareholders’ approval requirements set out in Chapter 14 and Charter 14A of the Listing Rules.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all of the independent non-executive Directors, namely Mr. Song Baocheng, Ms. Tong Yan and Ms. Lu Qing, has been formed to advise the Independent Shareholders as to (i) whether the terms and conditions of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder are in the ordinary and usual course of business of the Group and are on normal commercial terms or better; (ii) whether the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole; and (iii) how the Independent Shareholders should vote at the AGM in respect of the resolution to approve the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder.

OUR INDEPENDENCE

As at the Latest Practicable Date, we were not aware of any relationships or interests between us and the Company, its subsidiaries, Financial Street Group or their respective substantial Shareholders or close associates or any other parties that could reasonably be regarded as relevant to our independence as set

– 24 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER out under Rule 13.84 of the Listing Rules to act as the Independent Financial Adviser. During the past two years preceding the Latest Practicable Date, we have acted as the independent financial adviser to the then independent board committee and independent shareholders of the Company in relation to a continuing connected transaction, details of which are set out in the circular of the Company dated 20 November 2020. Apart from the normal professional fee payable to us in connection with our appointment as the Independent Financial Adviser, no arrangement exists whereby we will receive any fee or benefits from the Company, Financial Street Group or their respective substantial Shareholders or close associates. Accordingly, we are considered eligible to give independent advice on the Deposit Services.

BASIS AND ASSUMPTIONS OF OUR OPINION

In formulating our opinion and recommendation, we have reviewed and relied on, among others, the Deposit Service Framework Agreement, the Existing Deposit Service Framework Agreement, the 2020 Annual Report, the prospectus of the Company dated 19 June 2020 (the “Prospectus”) and other statements, information, opinions and representations contained or referred to in the Circular and/ or provided to us by the Company. We have assumed that all statements, information, opinions and representations expressed to us by the Company and/or the Directors and/or the management of the Company, for which they are solely and wholly responsible, are true, accurate and complete in all material aspects and are not misleading or deceptive at the time they were made and continue to be so at the date of this letter. We have also assumed that all the statements and representations have been reasonably made by the Company and/or the Directors and/or the management of the Company after due enquiry and careful consideration. Our opinion is based on the Directors’ representation and confirmation that no material facts have been withheld or omitted from the information provided and referred to in the Circular.

We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice. The Company confirmed that they have, at our request, provided us with all currently available information and documents to enable us to reach an informed view and have no reason to believe that any material information have been withheld, nor doubt the truth, accuracy and the completeness of the information provided. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules. We have not, however, conducted any independent verification on the information provided to us by the Company and/or the Directors and/or the management of the Company, nor have we conducted any form of independent in-depth investigation into the business and affairs of the Company, Financial Street Group, FS Finance and any of its subsidiaries or associates. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent development (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

– 25 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Directors jointly and severally accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors having made all reasonable enquires, confirm that to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or in the Circular misleading.

This letter is issued for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the terms and conditions of, and the transactions contemplated under, the Deposit Service Framework Agreement. Except for its inclusion in the Circular, this letter may not be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONCERNED

In arriving at our opinion and recommendation in respect of the transactions contemplated under the Deposit Service Framework Agreement, we have taken into account the principal factors and reasons as set out below:

1. Information on the Group and Financial Street Group

Information on the Group

As stated in the Letter from the Board, the Company is a limited liability company incorporated under the laws of the PRC with its H Shares listed on the Main Board of the Hong Kong Stock Exchange and is principally engaged in the provision of property management and related services in the PRC. According to the Prospectus, the scope of services provided by the Group to its customers, being property developers, property owners, owners’ associations, tenants and residents, is primarily comprised of customer services, security services, cleaning and gardening services, engineering, repair and maintenance services, car park management services and other related services. The services provided by the Group cover a wide range of property types, which are classified as (i) commercial and business properties, including office buildings, complexes, retail buildings and hotel; and (ii) non-commercial properties, including residential properties, public buildings, hospitals, educational properties and others.

– 26 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is a summary of the Group’s operating results summarising the financial highlights of the audited consolidated financial information of the Group for the years ended 31 December 2018, 2019 and 2020 being extracted from the Prospectus and the 2020 Annual Report:

For the year ended 31 December 2018 2019 2020 (RMB million) (RMB million) (RMB million) (Audited) (Audited) (Audited)

Revenue 875.2 997.0 1,130.9 Gross profit 161.6 191.4 244.0 Profit for the year/period 91.5 113.4 115.7

As at 31 December 2018 2019 2020 (RMB million) (RMB million) (RMB million) (Audited) (Audited) (Audited)

Total current assets 673.0 873.1 1,631.4 – Cash and cash equivalents 393.7 666.1 1,378.7 Total current liabilities 500.3 536.9 607.8 Net current asset 172.7 336.2 1,023.5

(i) The continuous increase in revenue for the three years ended 31 December 2020

The revenue of the Group is mainly derived from its provision of property management services. During the past three years, the revenue generated from the provision of property management services of the Group amounted to approximately RMB688.8 million, RMB776.9 million and 825.8 million for each years ended 31 December 2018, 2019 and 2020, which accounted for 78.7%, 77.9% and 73.0% of the Group’s total revenue, respectively. The revenue of the Group increased from approximately RMB875.2 million for the financial year 2018 to approximately RMB1,130.9 million for the financial year 2020, representing a compound annual growth rate of approximately 13.7%. As discussed with the management of the Company, the general increase in total revenue was primarily driven by the increase in the Group’s gross floor area (“GFA”) under management arising from the rapid increase in number of projects undertaken by the Group. According to the 2020 Annual Report, such growth of business was owing to the continuous support offered by the parent company group of the Company, and the Group’s continuous efforts in strengthening the expansion of market-oriented third-party projects. The management of the Company expect that the provision of property management services will continue to be the Group’s main revenue source in the future.

– 27 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) The strong cash position maintained over the years and the sizeable cash and cash equivalents recorded as at the year ended 31 December 2020

The net current assets of the Group increased by approximately 94.7% from approximately RMB172.7 million for the year ended 31 December 2018 to approximately RMB336.2 million for the year ended 31 December 2019, and further increased by approximately 204.4% to approximately RMB1,023.5 million for the year ended 31 December 2020. The Group had recorded total current assets of approximately RMB673.0 million, RMB873.1 million and RMB1,631.4 million of which the cash and cash equivalents accounted for approximately 58.5%, 76.3% and 84.5% respectively for each years ended 31 December 2018, 2019 and 2020. The increase in the net current assets and total current assets of the Group was mainly due to the replenishment of current assets with the net proceeds raised on 6 July 2020 and 29 July 2020 from the Listing, which resulted in a sharp increase in cash and cash equivalents from approximately RMB666.1 million for the year ended 31 December 2019 to approximately RMB1,378.7 million for the year ended 31 December 2020, representing a year-on-year increase of approximately 107.0%.

Information of FS Finance

As stated in the Letter from the Board, FS Finance is a limited liability company incorporated in the PRC on 30 June 2015, which is an associate of Financial Street Group. Being a non-bank financial institution which provides financial services and interbank lending services, FS Finance is subject to a number of regulatory requirements and guidelines issued by regulatory authorities in the PRC, including but not limited to the PBOC, the State Administration for Market Regulation (the “SAIC”) and the CBIRC. The management of the Company further explained to us that FS Finance is required to operate in accordance with the Measures for the Administration of Finance Companies of Enterprise Groups (the “Administrative Measures”) promulgated by the Former CBRC (now merged to become the CBIRC). The Administrative Measures outlined several rules and measures on supervision, management and risk control with regard to the operation of finance companies of enterprise groups, which include but not limited to: (i) forbidding such finance companies to engage in non-financial services business; and (ii) requiring such finance companies to maintain certain financial ratios and report to the CBIRC on a regular basis.

Information of Financial Street Group

As stated in the Letter from the Board, Financial Street Group and its subsidiaries are principally engaged in real estate development, investment holding, finance, education and medical and wellness. Headquartered in Beijing, the properties under Financial Street Group’s operation include office buildings, hotels, apartments, commercial properties, residential properties and parking lots, etc.

– 28 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at the Latest Practicable Date, Financial Street Group is interested in an aggregate of 34.35% of the total issued share capital in the Company. Thus, Financial Street Group is regarded as a controlling shareholder of the Company and therefore Financial Street Group and its associates are connected persons of the Company under the Listing Rules.

2. Reasons and benefits for entering into the Deposit Service Framework Agreement

With reference to the Letter from the Board, FS Finance has been providing deposit services to the Group prior to the listing of H Shares of the Company on the Stock Exchange, and has developed a solid understanding of the business operation and cash management model of the Group, and is well-positioned to serve the Group’s demand for deposit services in a stable and suitable, efficient and convenient, and flexible manner. According to the management of the Company, the financial services offered by FS Finance is provided exclusively to the members of its parent company group. This equips FS Finance with capability to make prompt response to the enquiries raised by any member of its parent company group. The Directors also consider depositing funds with FS Finance is consistent with the Group’s relevant requirements on treasury centralisation and overall management.

The management of the Company further stated that, the deposit interest rates offered by FS Finance to the Group are equal to or higher than the average interest rate offered by the major state- owned independent commercial banks in the PRC for deposit services of the same type and size under same period of time; and the commercial terms in respect of the Deposit Services offered by FS Finance are no less favourable than those offered by any other third parties.

In addition, the Deposit Service Framework Agreement does not preclude the Group from engaging the services offered by independent commercial banks and/or other financial institutions in the PRC, and the Group has sole discretion to select any independent commercial banks or other financial institutions as its financial service provider so long as it considers fit and appropriate. The management of the Company believed the proposed Annual Cap could provide the Group with flexibility to cater for the low interest rate environment as central banks worldwide increasingly resort to fiscal measures to stimulate the economy, by allowing the Group to have the opportunity to deposit a relatively sizable portion of its cash and cash equivalents with FS Finance in the future when the gap between the interest rates offered by independent commercial banks and FS Finance is getting wider.

Having considered the reasons and benefits set out above, the Directors are of the view that the terms of the Deposit Service Framework Agreement are fair and reasonable, and it is in the interests of the Company and the Shareholders as a whole to approve the transactions contemplated under the Deposit Service Framework Agreement.

– 29 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Deposit Service Framework Agreement

(a) Principal terms of the Deposit Service Framework Agreement

Details of the Deposit Service Framework Agreement are set out in the Letter from the Board. The principal terms and conditions of the Deposit Service Framework Agreement are as follows:

Date : 26 March 2021

Parties : The Company and FS Finance

Services : Pursuant to the Deposit Service Framework Agreement, FS Finance shall provide the deposit management services to the Group.

The Deposit Service Framework Agreement does not restrict the Group’s use of deposit services provided by independent commercial banks or other financial institutions. The Group is at its sole discretion to make its selection according to the relevant conditions and quality of services being delivered by independent commercial banks or other financial institutions.

Term : The Deposit Service Framework Agreement will commence on the Effective Date and expire on 31 December 2023. Subject to all applicable requirements under the Listing Rules, the Deposit Service Framework Agreement may be renewed upon expiry by entering into of the new framework agreement between the parties thereto.

Condition : The terms of the Deposit Service Framework Agreement are subject to the approval of the Independent Shareholders of the Company.

Pricing policy : FS Finance undertakes to provide the Deposit Services to the Group according to the following pricing policy:

(i) the interest rate in respect of the deposits placed by the Group with FS Finance will be equal to or higher than the average interest rate offered by independent major state- owned commercial banks in the PRC for comparable deposits of the same type and term; and

– 30 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) the commercial terms provided by FS Finance in respect of the Deposit Services will be comparable to or more favourable compared to those offered by FS Finance to any other independent third parties.

FS Finance offers a range of Deposit Services under the Deposit Service Framework Agreement, including but not limited to: current deposit, seven-day notice deposit, fixed deposit and corporate deposit. We were given to understand that, when the Company deposits funds with FS Finance, (i) funds deposited for less than seven days will generate at most an interest rate offered under the current account; and (ii) funds deposited for more than seven days and in excess of RMB200,000 will generate an interest rate higher than the normal current account interest rate.

(b) Assessment of the terms of the Deposit Service Framework Agreement

In order to assess the fairness and reasonableness of the terms of the Deposit Service Framework Agreement, we have obtained and reviewed the Deposit Service Framework Agreement, the Existing Deposit Service Framework Agreement, the Company’s internal control manual, and the existing list of deposits setting out the information of all the deposit status within the financial year 2020 between (i) the Group and FS Finance; and (ii) the Group and independent commercial banks (the “List of Deposits”). We have randomly selected and reviewed 16 sample deposit contracts between the Group and FS Finance from the List of Deposits covering each quarter of the financial year 2020, for the purpose of examining whether the deposit interest rates and other commercial terms provided by FS Finance are in line with the pricing policy specified in the Deposit Service Framework Agreement.

According to the information contained in the List of Deposits, we were able to compare the interest rates with respect to each type of Deposit Services including current deposit, fixed deposit and corporate deposit offered by FS Finance against the similar type of deposit services with comparable duration and size offered by independent commercial banks for each quarter of the financial year 2020. We noted that the deposit interest rates offered by FS Finance ranged from approximately 0.5% to 3.3% for each type of the Deposit Services; while the corresponding interest rates offered by independent commercial banks ranged from approximately 0.01% to 1.8%. We found that by making comparison between each similar type of deposit services with comparable duration and size offered by FS Finance and independent commercial banks which the Group engaged during the same quarter of the financial year 2020, the interest rates offered by FS Finance were more favourable compared to those offered by independent commercial banks.

– 31 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We were given to understand that, apart from considering the deposit interest rates provided by FS Finance and independent commercial banks, the Group will also take into account other factors to determine whether or not to choose the Deposit Services provided by FS Finance, including: (i) the applicable service fees associated with the provision of deposit services; and (ii) the rules and restrictions on deposit withdrawal procedure. As noted from the sample contracts we obtained from the Company, the settlement and online banking services fee correlated with the Deposit Services provided by FS Finance to the Group were free of charge. Also, FS Finance allows the Group to have one-time-withdraw right prior to maturity. These arrangements are more favourable to the Group and expected to remain unchanged during the terms of the Deposit Service Framework Agreement.

Moreover, according the Letter from the Board, as the Deposit Service Framework Agreement is made on a non-commitment basis, the Group has the discretion in deciding whether or not to use the Deposit Services provided by FS Finance. The Group is not obliged to use the Deposit Services provided by FS Finance if it decided not to do so.

Having considered that (i) the interest rates offered by FS Finance were more favourable compared to those offered by independent commercial banks to the Group with respect to the same type of deposit services with comparable duration and size under same period of time; and (ii) other commercial terms offered by FS Finance were no less favourable than that offered by independent commercial banks to the Group with respect to the same type of deposit service, we concur with the Directors’ view that the terms of the Deposit Service Framework Agreement are fair and reasonable and not prejudicial to the interests of the Company and the Shareholders as a whole.

– 32 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. The Proposed Annual Cap

(a) Review of the historical transaction amounts

Set out below are the historical transaction amounts relating to the provision of Deposit Services by FS Finance to the Group for the three years ended 31 December 2020:

For the year ended 31 December 2018 2019 2020 (RMB million) (RMB million) (RMB million)

Interest income received by the Company from FS Finance 3.5 8.0 4.9 Maximum daily balance of deposits (including accrued interests) placed by the Group with FS Finance 304.5 432.3 375.7 Historical annual cap 1,000.0(Note) 1,000.0(Note) 1,000.0 Utilisation rate (%) 30.5%(Note) 43.2%(Note) 37.6%

As illustrated in the table above, the Group’s maximum daily balance of deposits (including accrued interests) placed with FS Finance amounted to approximately RMB304.5 million, RMB432.3 million and RMB375.7 million for each of the three years ended 31 December 2020, which represent approximately 30.5%, 43.2% and 37.6% of utilisation of the historical annual cap under the Existing Deposit Service Agreement. The Group’s maximum daily balance of deposits placed with FS Finance has maintained stable for the last three years. The interest income received by the Company from FS Finance amounted to approximately RMB3.5 million, RMB8.0 million and RMB4.9 million for each of the three years ended 31 December 2020.

Note: For comparison purpose only. The annual cap under the Existing Deposit Service Framework Agreement is for the transactions conducted in financial year 2020 only, given the obligation of the Company to comply with the Listing Rules in relation to the continuing connected transactions after Listing.

– 33 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(b) The Proposed Annual Cap and basis of determination

It is proposed by the management of the Company, the maximum daily balance of deposits (including accrued interests) that may be placed by the Group with FS Finance for each years ending 31 December 2021, 2022 and 2023 under the Deposit Service Framework Agreement shall be RMB1,000 million. As noted from Letter from the Board, the proposed Annual Daily Balance Cap remains the same as the historical annual cap under the Existing Deposit Service Framework Agreement after the Company has taken into account, including but not limited to: (i) the historical transaction amounts between the Group and FS Finance; (ii) the increase of cash and cash equivalents from approximately RMB666.1 million for the financial year 2019 to approximately RMB1,378.7 million for the financial year 2020, which is attributable to the net proceeds received from the Company’s listing of H Shares on the Stock Exchange in 2020 and a conservative estimate of the Group’s cash and cash equivalents of approximately RMB1,359.7 million, RMB1,131.6 million and RMB920.4 million for the three years ending 31 December 2023; and (iii) the continuous increase in net cash generated from operating activities due to business expansion in property management and value-added services.

The management of the Company has also proposed to set the maximum interest income that may be received by the Group from FS Finance for each of the years ending 31 December 2021, 2022 and 2023 under the Deposit Service Framework Agreement to be RMB19.35 million, after considering the Group’s historical interest amount received from FS Finance, and the projected maximum interest rate to be offered by FS Finance of 2.25% for one- year fixed deposits and 1.725% for current account during the term of the Deposit Service Framework Agreement.

(1) Assessment of the proposed Annual Daily Balance Cap

In assessing the fairness and reasonableness of the proposed Annual Daily Balance Cap, we have reviewed the relevant information provided by the Company and have discussed with the management of the Company on the basis and assumptions of determining the Annual Daily Balance Cap and formed our opinion after considering the following factors:

(i) The net proceeds received from Listing is expected to increase the transaction amounts between the Group and FS Finance

With reference to the 2020 Annual Report, we noted that upon the successful listing of the Company’s H Shares on the Stock Exchange in mid-2020, the Group has received net proceeds amounting to approximately HK$710.5 million (equivalent to approximately RMB648.4 based on an exchange rate of RMB1.00: HK$1.0958) after deducting the underwriting fees and relevant

– 34 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

expenses (the “Net Proceeds”). We also noted the Net Proceeds will continue to be utilised in accordance with the used of proceeds implementation plan disclosed in the Prospectus, while the unused Net Proceeds will be placed as interest-bearing deposits with licensed commercial banks or financial institutions in the PRC and Hong Kong.

Set out below is the use of proceeds implementation plan set out in the Prospectus:

Percentage of Amount of Remaining Net Proceeds Net Proceeds Net Proceeds to be utilised to be utilised to be deposited (%) (RMB million) (RMB million)

2020 1.3 8.4 639.9 2021 20.7 134.2 505.7 2022 35.3 228.9 276.9 2023 32.7 212.0 64.8

As illustrated above, the Group’s remaining Net Proceeds to be deposited into independent commercial banks and financial institutions for each of the three years ending 31 December 2023 amounted to RMB505.7 million, RMB276.9 million and RMB64.8 million, respectively. Though the Group has sole discretion to select any independent commercial banks and financial institutions in the PRC as its financial service providers, we were given to understand by the management of the Company that the Net Proceeds will increase the Group’s demand for Deposit Services provided by FS Finance with the consideration that FS Finance offers more favourable interest rates than independent commercial banks and other financial institutions. Moreover, after take into account the sum of (i) the Group’s maximum daily balance of deposits (including accrued interests) placed with FS Finance amounted to approximately RMB375.7 million for the year ended 31 December 2020; and (ii) the remaining Net Proceeds of approximately RMB639.9 million to be deposited for the year ended 31 December 2020 adds up to RMB1,015.6 million, the management of the Company are of the view that the proposed Annual Daily Balance Cap of RMB1,000 million is necessary.

We noticed that, despite the significant increase of the cash and cash equivalents of approximately RMB712.6 or 107.0% as at the year ended 31 December 2020, the Group did not recorded a substantial increment in transaction amounts with FS Finance with respect to the Deposit Services. After discussion with the management of the Company, we were given to understand that the Net Proceeds (received in HKD) is yet to be converted into RMB since the exchange rate of HKD to RMB had not been favourable since the latter half

– 35 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

of 2020. The management of the Company has been closely monitoring the HKD-to-RMB exchange rate and re-evaluated its foreign exchange strategy. The Company is actively looking for an appropriate window to convert its Net Proceeds from HKD to RMB in 2021.

(ii) The expansion of business operation will fuel the Group’s cash flow generated from the operating activities

We noted that the business of the Group expanded as the revenue increased by approximately 13.5% from approximately RMB997.0 million for the year ended 31 December 2019 to approximately RMB1,130.9 million for the year ended 31 December 2020. Such increase was primarily driven by the increase in GFA under management arising from the rapid increase in the projects undertaken by the Group. According to the 2020 Annual Report, aside from the support offered by the parent company group and the efforts to strengthen the expansion of market-oriented third-party projects, the Group has further expanded its business footprint by establishing joint ventures with renowned property management service providers in the PRC and extended the Group’s current service offerings for the provision of systematic and comprehensive leasing operation services, so as to build a business operation platform of mutual sharing, interdependence and sustainable growth and to provide a comprehensive set of products and services for commercial office property customers. We also noted that the Group’s cash and cash equivalents accounted for approximately RMB1,378.7 million, while its trade receivables (which will convert into cash when settled) accounted for approximately RMB146.9 million as at 31 December 2020. The sum of the two aforesaid items amounted to approximately RMB1,525.6 million as at 31 December 2020, which is greater than the proposed Annual Daily Balance Cap of the Deposit Service Framework Agreement. We also understood from the the management of Company that the expansion of business operation will fuel the Group’s cash flow generated from the operating activities, and as a result, further increase the Group’s demand for Deposit Services with FS Finance.

(iii) The strategic expansion which is expected to increase both the top and bottom line of the Group’s financial performance, will in turn increase the Group’s demand for cash deposit services

As set out in the Prospectus, approximately 58.0% of the Net Proceeds, will be used for strategic acquisitions and investment in other property management companies or downstream service providers to expand, both vertically and horizontally. The Group targets to acquire (i) property management companies located in Beijing-Tianjin-Hebei Area, Yangtze River Delta, Greater Bay Area, and other big cities in Southwest China and Central China with a focus on commercial and business properties to expand its footprint in the abovementioned areas; and (ii) companies with solid operation performance and development prospects in the downstream of the property management

– 36 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

industrial chain, such as security companies, cleaning companies and gardening companies, in order to complement the Group’s business operation, and such strategic acquisitions are expected to be accomplished in the financial year 2022 and 2023. The Directors expect the strategic acquisitions will expand the Group’s business scale and enrich its property management services portfolio, and consequently, to increase both the top and bottom lines of the Group’s financial performance and lead to a higher demand for Deposit Services provided by FS Finance.

In addition, the management of the Company believed that maintaining certain amount of buffer in the proposed Annual Daily Balance Cap would provide the Group with flexibility especially when the market interest rate is low. It allows room for the Group to invite FS Finance to provide quotations and compete with independent commercial banks and other financial institutions.

(2) Assessment of the proposed Annual Interest Cap

We have been advised by the management of the Company that, when determining the Annual Interest Cap, the Company has first calculated the distribution of the average daily balance deposited in FS Finance amongst current accounts and fixed deposits for each of the past three years respectively, and noted that approximately 60% of the average daily balance were maintained in current accounts, with the remaining balance kept as fixed deposits. The management then determined the Annual Interest Cap to be the weighted sum of (i) 60% of the Annual Daily Balance Cap with the projected maximum current account interest rate of 1.725%; and (ii) 40% of the Annual Daily Balance Cap with the projected maximum one-year fixed deposit interest rate of 2.25%.

We were given to understand by the Company that FS Finance has confirmed the projected maximum interest rates for current accounts and fixed deposits will be 1.725% and 2.25% respectively under Deposit Service Framework Agreement, which are determined to be a 50% premium to the PBOC base rates. Having considered (i) the historical transaction amounts and patterns with FS Finance; and (ii) FS Finance’s confirmation of the projected maximum interest rates, the Directors are of the view and we concur that the Annual Interest Cap is reasonable.

Having considered that (i) the stable amount of the maximum daily balance of deposits (including accrued interests) placed by the Group with FS Finance for the past three years; (ii) the demand for Deposit Services arising from the receiving of Net Proceeds; (iii) the continued expansion of the Company’s operation and strategic acquisition potentially to be carried out by the Group; (iv) the amount of Group’s cash and cash equivalents as at 31 December 2020; (v) the transactions contemplated under the Deposit Service Framework Agreement are no less favourable, in terms of the interest

– 37 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

rates and commercial terms, than that offered by independent commercial banks and other financial institutions; and (vi) the Annual Interest Cap is reasonable, we concur with the Directors’ view that the proposed Annual Cap is fair and reasonable and is in the interest of the Company and the Shareholders as a whole.

However, Shareholders should note that as the proposed Annual Cap under the Deposit Service Framework Agreement for the three years ending 31 December 2023 are related to future events and were estimated based on assumptions which may or may not remain valid for the entire period up to 31 December 2023, they should not be construed as a forecast of any future income, expenditure or financial position of the Group. Consequently, we express no opinion as to how closely the actual transaction amounts to be incurred will correspond with the proposed Annual Cap.

5. Internal control relating to and annual review of the continuing connected transactions

Internal control measures

As stated in the Letter from the Board, the Group will adopt the following internal control measures in connection with the Deposit Service Framework Agreement, including but not limited to:

(1) the Company’s finance department will (i) review and compare the commercial terms of Deposit Services provided by FS Finance together with the at least three independent major PRC state-owned commercial banks, and (ii) verify the interest rates applicable to the Group for each quarter of the year as specified on FS Finance’s interest rate statement;

(2) the Company’s finance department shall prepare and report to the management of the Company in a timely manner with the (i) daily treasury statement and (ii) monthly statistics on the maximum daily balance of deposits;

(3) The Administrative Measures issued by the CBIRC for the supervision of non-bank financial institutions will be in charged with overseeing and monitoring the financial activities carried out by FS Finance;

(4) FS Finance will (i) assist the Group in annual reviews for managing the Group’s deposits placed with FS Finance and (ii) provide its annual financial reports, documents and data in relation to the transactions contemplated under the Deposit Service Framework Agreement as request by the Group;

(5) the independent non-executive Directors and the Company’s auditors will conduct an annual review on the transactions contemplated under the Deposit Service Framework Agreement; and

– 38 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(6) in the event where the Annual Cap requires adjustment due to business development needs or other reasons, arrangements shall be subject to strict compliance with the applicable requirements under the Listing Rules.

For further details regarding the internal control policy, please refer to the paragraph headed “Internal Control Measures” of the Letter from the Board.

We have obtained and reviewed (i) the Company’s internal control manual which sets out the relevant measures in relation to the Deposit Services; (ii) the Company’s office automation system records evidencing the management of the Company’s review and approval process of the deposit contracts before engaging FS Finance; (iii) the Company’s internal reporting records with the attachment summarising the interest rates offered by FS Finance and at least three independent commercial banks; and (iv) the correspondences between the finance department and the management of the Company showing reporting and monitoring of daily treasuring statement and monthly statistics on the maximum daily balance of deposits. We noted that the Company has implemented relevant internal control policy in relation to the transactions contemplated under the Deposit Service Framework Agreement, including but not limited to: (i) designating the Company’s finance department to obtain and compare the interest rates and commercial terms offered by FS Finance to ensure the pricing policy under the Deposit Service Framework Agreement is satisfied; (ii) establishing clear review and approval processes by involving the management of the Company, to survey the potential transactions with FS Finance; (iii) assigning responsible officers to monitor and compile the relevant transaction statistics to ensure the amounts of transaction with FS Finance do no exceed the Annual Cap and the Group is in strict compliance with the Listing Rules; and (iv) having the independent non-executive Directors and the Company’s auditor to conduct an annual review on the continuing connected transaction of the Group pursuant to Listing Rule 14A.55 and 14A.56 respectively.

We understood from the management of the Company that FS Finance is subject to several rules and measures on supervision, management and risk control set out in the Administrative Measures and is subject to a number of regulatory requirements and guidelines issued by regulatory authorities in the PRC, including but not limited to the PBOC, the SAIC and the CBIRC. Based on the confirmation provided by the management of FS Finance, it has been in compliance with all the requirements and regulatory indicators set forth by the regulators in the past three years.

We have reviewed the 2020 Major Supervisory Indicators of Commercial Banking Institutions* (商業銀行主要監管指標情況表(2020)) published on the website of the CBIRC on 9 February 2021 and understood that the bad debt ratio, capital adequacy ratio, and current ratio of commercial banks in the PRC in the fourth quarter of 2020 were approximately 1.84%, 14.70% and 58.41% respectively. As compared to the respective financial ratios of FS Finance of approximately nil, 31.70% and 75.78% as at 31 December 2020, FS Finance’s financial ratios show a better performance than those of the independent major state-owned commercial banks in the PRC.

– 39 – LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have also enquired the management of the Company and understand that in order to avoid undue treasury centralisation in a single deposit service provider, the Group deposits liquid cash into a range of creditworthy independent commercial banks. We noted from the List of Deposits that the Group placed cash deposits at 18 independent banks during the financial year 2020, and the amount of deposit placed at FS Finance amounted to approximately 27.2% of its total cash and cash equivalents (excluding the Net Proceeds) as at 31 December 2020. We also noted from the Prospectus that the Group has designed the exit mechanisms to monitor and mitigate the risk in respect of the deposits placed at FS Finance. The exit mechanism involves several withdrawing circumstances such as if FS Finance suffers a loss exceeding 30% of its registered capital during any given financial year or suffering losses for three consecutive financial years exceeding 10% of its registered capital during each of the financial years, the Group would be entitled with the right to fully withdrawing its funds deposited in FS Finance without trigging any defaulting liabilities. For further details regarding the aforesaid exit mechanisms, please refer to the paragraph headed “Connected Transactions - Deposit Service Framework Agreement” of the Prospectus.

In light of the above, the Directors considered that the Group has implemented effective internal policies to (i) monitor the transactions contemplated under the Deposit Service Framework Agreement and (ii) minimise the Group’s exposures to credit risk in relation to the Deposit Services provided by FS Finance. We concur with the view of the Directors that there are appropriate measures in place to ensure compliance with the terms of the Deposit Service Framework Agreement and assist to safeguard the interest of the Company and the Independent Shareholders.

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that (i) the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder are on normal commercial terms or better and are fair and reasonable so far as the Independent Shareholders are concerned; and (ii) the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole and are conducted in the ordinary and usual course of business of the Group. Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolution to be proposed at the AGM in respect of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of Founder Securities (Hong Kong) Capital Company Limited Steve Lau Managing Director

Note: Mr. Steve Lau is a licensed person registered with the SFC and a responsible officer of Founder Securities (Hong Kong) Capital Company Limited to carry out Type 6 (advising on corporate finance) regulated activity under the SFO and has over fifteen years of experience in financial services industry.

* Translation for identification purpose only

– 40 – APPENDIX I FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements of the Group for each of the two financial years ended 31 December 2018 and 2019 including the auditors’ report thereon and the notes thereto, have been set out in pages I-1 to I-77 of the Prospectus (https://www1.hkexnews.hk/listedco/listconews/ sehk/2020/0619/2020061900025.pdf) and are incorporated by reference into this circular.

The audited consolidated financial statements of the Group for the financial year ended 31 December 2020 including the auditors’ report thereon and the notes thereto published on 26 April 2021, have been set out in pages 76 to 167 of the 2020 Annual Report (https://www1.hkexnews.hk/ listedco/listconews/sehk/2021/0426/2021042601396.pdf) and are incorporated by reference into this circular.

2. STATEMENT OF INDEBTEDNESS

Save as disclosed above, as at 31 March 2021, the Group did not have any bank borrowings or any unutilised banking facilities, or outstanding guarantees in respect of payment obligations of any related parties or third parties, any outstanding or authorised to be issued but unissued debt securities, term loans, borrowings or indebtedness in nature of borrowing, acceptance credits, hire purchase commitments, mortgages and charges, contingent liabilities or guarantees.

3. WORKING CAPITAL

The Directors, after due and careful enquiry, are of the opinion that, after taking into consideration the effect of the Deposit Services under the Deposit Service Framework Agreement and the present financial resources available to the Group, including funds internally generated from its business operations, the Group will have sufficient working capital for its business operations for at least the next twelve months from the date of this circular.

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

In 2020, the Group’s performance steadily improved, with significant growth in core indicators such as business scale and operating revenue. As at 31 December 2020, the Group’s operations covered 13 provinces and municipalities across six regions, namely North China, Southwest China, East China, South China, Northeast China and Central China. It had a total of 173 projects under management and the total GFA under management was approximately 24.72 million sq.m., representing an increase of approximately 24.12% compared with the corresponding period in 2019; the revenue of the Group was RMB1,130.88 million, representing an increase of approximately 13.43% compared with the corresponding period in 2019.

– I-1 – APPENDIX I FINANCIAL INFORMATION OF THE GROUP

In terms of business development, relying on the vast property service market in China and leveraging advantages of its strong brand reputation and experience in the business office area, the Group will develop more business partners, continue to expand its business and provide its customers with a wide range of diversified property management services and value-added services. Meanwhile, with strong brand awareness, rich industry experience and professional management expertise, the Group will increase market share through mergers and acquisitions to facilitate the continuous growth of business scale.

5. FINANCIAL EFFECT OF THE DEPOSIT SERVICES UNDER THE DEPOSIT SERVICE FRAMEWORK AGREEMENT

The Company believes that the Deposit Services under the Deposit Service Framework Agreement will not have any material impact on the profit, assets and liabilities of the Group. In addition, the Deposit Services will be obtained by the Group on a voluntary and non-exclusive basis. There is no restriction under the Deposit Service Framework Agreement on the Group’s use of deposit services from other commercial banks or independent financial institutions; the Group has sole discretion to make its selection according to the relevant conditions and quality of services being delivered by other commercial banks or independent financial institutions.

– I-2 – APPENDIX II GENERAL INFORMATION

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make this circular or any statement herein misleading.

INTERESTS OF DIRECTORS, SUPERVISORS AND CHIEF EXECUTIVE

As at the Latest Practicable Date, none of the Directors, Supervisors and chief executive of the Company was interested in the equity or debt securities in the Shares, underlying Shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO); (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the Stock Exchange.

MATERIAL INTEREST

As at the date of this circular, none of the Directors or Supervisors had any direct or indirect interest in any assets which have since 31 December 2020 (being the date to which the latest published audited financial statements of the Group were made up), acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

As at the date of this circular, none of the Directors or Supervisors was materially interested in any contract or arrangement subsisting which is significant in relation to the business of the Group.

COMPETING INTEREST

As at the Latest Practicable Date, to the best knowledge and belief of the Directors and the Supervisors after having made all reasonable enquiries, none of the Directors, Supervisors or their respective close associates (as defined in the Listing Rules) had any interest in a business which competed or was likely to compete, either directly or indirectly, with the business of the Group, which was required to be disclosed under Rule 8.10 of the Listing Rules if they were controlling shareholders of respective businesses.

– II-1 – APPENDIX II GENERAL INFORMATION

SERVICE CONTRACT

Each of the Directors and Supervisors has entered into a service contract with the Company.

As at the Latest Practicable Date, none of the Directors or Supervisors had entered into the service contract with any members of the Group which was not determinable by the employer within one year without payment of compensation other than statutory compensation.

INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY

As at the Latest Practicable Date, so far as is known to the Directors, the following persons had an interest and/or short position in the Shares or underlying Shares which were required to be disclosed to the Company pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, and as recorded in the register required to be kept pursuant to section 336 of the SFO:

Number of Shares/ Percentage of Underlying Relevant Class Percentage of Shares Held of Shares Total Shares Name of Shareholders Class of Shares Capacity (share) (Note 1) (%) (Note 10) (%) (Note 11)

Beijing Huarong Zonghe Investment Co., Domestic Shares Beneficial 128,299,270(L) 47.52 34.35 Ltd. (北京華融綜合投資有限公司) owner Beijing Financial Street Investment Domestic Shares Interest in a 128,299,270(L) 47.52 34.35 (Group) Co., Ltd. (北京金融街投資 controlled （集團）有限公司) (Note 2) corporation Beijing Financial Street Capital Operation Domestic Shares Interest in a 128,299,270(L) 47.52 34.35 Centre (北京金融街資本運營中心) (Note 2) controlled corporation Beijing Tiantai Real Estate Co., Ltd. Domestic Shares Beneficial 79,620,438 (L) 29.49 21.32 (北京天泰置業有限公司) owner China Life Real Estate Investment Domestic Shares Interest in a 79,620,438 (L) 29.49 21.32 Management Company Limited controlled (國壽不動產投資管理有限公司) (Note 3) corporation China Life Investment Insurance Asset Domestic Shares Interest in a 79,620,438 (L) 29.49 21.32 Management Company Limited (國壽投 controlled 資保險資產管理有限公司) (Note 3) corporation China Life Insurance (Group) Company Domestic Shares Interest in a 79,620,438 (L) 29.49 21.32 (中國人壽保險（集團）公司) (Note 3) controlled corporation

– II-2 – APPENDIX II GENERAL INFORMATION

Number of Shares/ Percentage of Underlying Relevant Class Percentage of Shares Held of Shares Total Shares Name of Shareholders Class of Shares Capacity (share) (Note 1) (%) (Note 10) (%) (Note 11)

Beijing Rongxin Hetai Enterprise Domestic Shares Beneficial 62,080,292 (L) 22.99 16.62 Management Co., Ltd. owner (北京融信合泰企業管理股份有限公司) J-Stone Multi Strategies Master Fund H Shares Beneficial 5,243,000(L) 5.07 1.4 owner J-Stone Capital Limited H Shares Investment 5,243,000(L) 5.07 1.4 manager Find Jade Limited H Shares Beneficial 5,243,000(L) 5.07 1.4 owner Kowloon Development Company H Shares Interest in a 5,243,000(L) 5.07 1.4 Limited (Note 4) controlled corporation Intellinsight Holdings Limited (Note 4) H Shares Interest in a 5,243,000(L) 5.07 1.4 controlled corporation New Explorer Developments Limited (Note 4) H Shares Interest in a 5,243,000(L) 5.07 1.4 controlled corporation Mr. Or Wai Sheun (Note 4) H Shares Interest in a 5,243,000(L) 5.07 1.4 controlled corporation UBS Asset Management (Hong Kong) H Shares Investment 6,931,000(L) 6.70 1.86 Ltd (Note 5) manager UBS AG H Shares Person having 5,879,000(L) 5.68 1.57 a security interest in shares UBS Group AG (Note 6) H Shares Interest in a 12,810,000(L) 12.38 3.43 controlled corporation Barings LLC H Shares Investment 10,231,000(L) 9.89 2.74 manager Northern Trust Fiduciary Services H Shares Trustee 6,705,000(L) 6.48 1.80 (Ireland) Limited (Note 7)

– II-3 – APPENDIX II GENERAL INFORMATION

Number of Shares/ Percentage of Underlying Relevant Class Percentage of Shares Held of Shares Total Shares Name of Shareholders Class of Shares Capacity (share) (Note 1) (%) (Note 10) (%) (Note 11)

China International Capital Corporation H Shares Interest in a 6,015,000(L) 5.81 1.61 Limited (Note 8) controlled corporation Kaizen Capital Partners Limited (Note 9) H Shares Investment 7,301,000(L) 7.05 1.95 manager

Notes:

1. The letter “L” denotes the person’s long position in the Shares, and the letter “S” denotes the person’s short position in the Shares.

2. Beijing Huarong Zonghe Investment Co., Ltd. (“Huarong Zonghe”) is the direct shareholder.

(a) 100% of the equity interests in Huarong Zonghe is held by Beijing Financial Street Investment (Group) Co., Ltd. (“Financial Street Group”), which is in turn owned as to 37.94% by Xicheng SASAC and 62.06% by Beijing Financial Street Capital Operation Centre (“Operation Centre”), which itself is wholly-owned by Xicheng SASAC.

(b) By virtue of the SFO, Financial Street Group and Operation Centre are each deemed to be interested in the Shares held by Huarong Zonghe.

3. Beijing Tiantai Real Estate Co., Ltd. (“Tiantai Real Estate”) is the direct shareholder.

(a) 100% of the equity interests in Tiantai Real Estate is held by China Life Real Estate Investment Management Company Limited (“China Life Real Estate”), which is in turn wholly-owned by China Life Investment Insurance Asset Management Company Limited (國壽投資保險資產管理有限公司), which is wholly-owned by China Life Insurance (Group) Company (中國人壽保險（集團）公司), which is wholly-owned by the Ministry of Finance of the PRC.

(b) By virtue of the SFO, China Life Real Estate, China Life Investment Insurance Asset Management Company Limited (國壽投資保險資產管理有限公司) and China Life Insurance (Group) Company (中國人壽保險（集團）公司) are each deemed to be interested in the Shares held by Tiantai Real Estate.

4. Find Jade Limited is wholly-owned by Kowloon Development Company Limited; Intellinsight Holdings Limited holds 70.63% equity of Kowloon Development Company Limited; Intellinsight Holdings Limited is wholly-owned by New Explorer Developments Limited; and New Explorer Developments Limited is wholly- owned by Or Wai Sheun. Therefore, each of Or Wai Sheun, New Explorer Developments Limited, Intellinsight Holdings Limited and Kowloon Development Company Limited is deemed to have an interest in the Shares held by Find Jade Limited pursuant to the SFO.

5. In the capacity of investment adviser of Nineteen77 Global Multi-Strategy Alpha Master Limited and on behalf of Nineteen77 Global Multi-Strategy Alpha Master Limited.

6. UBS Asset Management (Hong Kong) Ltd and UBS AG are wholly-owned by UBS Group AG, respectively. Therefore, UBS Group AG is deemed to have an interest in the Shares held by UBS Asset Management (Hong Kong) Ltd and UBS AG.

– II-4 – APPENDIX II GENERAL INFORMATION

7. Northern Trust Fiduciary Services (Ireland) Limited is the trustee of Barings Hong Kong China Fund’s trust.

8. According to the disclosure of interests notice filed by China International Capital Corporation Limited with a relevant event date of 8 April 2021, it has a total interest of 6,015,000 H Shares (long position) through its wholly-owned subsidiaries.

9. According to the disclosure of interests notice filed by Kaizen Capital Partners Limited with a relevant event date of 30 April 2021, it has a total interest of 7,301,000 H Shares (long position) in the capacity of investment manager.

10. The calculation is based on 270,000,000 Domestic Shares or 103,500,000 H Shares issued by the Company as of the Latest Practicable Date.

11. The calculation is based on the total number of 373,500,000 Shares issued by the Company as of the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, the Company is not aware that any other person has any interests or short positions in the Shares and underlying Shares, which is required to be notified to the Company pursuant to Divisions 2 and 3 of Part XV of the SFO, or which is required to be entered in the register maintained by the Company under section 336 of the SFO.

MATERIAL CONTRACTS

Save as disclosed below, there were no material contracts (not being contracts entered into in the ordinary course of business) which had been entered into by any member of the Group within two years immediately preceding the Latest Practicable Date:

(a) the supplemental agreement dated 21 May 2020 entered into between the Company and Financial Street Group, pursuant to which the terms of the brand licencing agreement dated 19 June 2017 between the Company and Financial Street Group were supplemented such that so long as Financial Street Group remains the Controlling Shareholder of, and exercises de facto control over, the Company, the rights of the Company under such brand licencing agreement shall remain valid until otherwise terminated by mutual agreement between the Company and Financial Street Group;

(b) the supplemental agreement dated 21 May 2020 entered into between Beijing Financial Street Residential Property Management Co., Ltd. (北京金融街住宅物業管理有限責任公司) (“Financial Street Residential Property”) and Financial Street Group, pursuant to which the terms of the brand licencing agreement dated 19 June 2017 between Financial Street Residential Property and Financial Street Group were supplemented such that so long as Financial Street Group remains the Controlling Shareholder of, and exercises de facto control over, the Company and so long as the Company remains the controlling shareholder of, and exercises de facto control over, Financial Street Residential Property, the rights of Financial Street Residential Property under such brand licencing agreement shall remain valid until otherwise terminated by mutual agreement between Financial Street Residential Property and Financial Street Group;

– II-5 – APPENDIX II GENERAL INFORMATION

(c) the supplemental agreement dated 21 May 2020 entered into between Beijing Financial Street Savills Property Management Co., Ltd (北京金融街第一太平戴維斯物業管理有限公司) (“Financial Street Savills”) and Financial Street Group, pursuant to which the terms of the brand licencing agreement dated 19 June 2017 between Financial Street Savills and Financial Street Group were supplemented such that so long as Financial Street Group remains the Controlling Shareholder of, and exercises de facto control over, the Company and so long as the Company remains the controlling shareholder of, and exercises de facto control over, Financial Street Savills, the rights of Financial Street Savills under such brand licencing agreement shall remain valid until otherwise terminated by mutual agreement between Financial Street Savills and Financial Street Group;

(d) the non-competition undertaking letter issued by Financial Street Group to the Company on 9 June 2020, please refer to the section headed “Relationship with Controlling Shareholders – Non- Competition Undertaking Letter” in the Prospectus;

(e) a cornerstone investment agreement dated 16 June 2020 entered into among the Company, the Sole Sponsor (as defined in the Prospectus), the Sole Global Coordinator (as defined in the Prospectus) and UBS Asset Management (Hong Kong) Limited, in its capacity as an investment advisor of, and on behalf of, Nineteen77 Global Multi-Strategy Alpha Master Limited, pursuant to which UBS Asset Management (Hong Kong) Limited, in its capacity as an investment advisor of, and on behalf of, Nineteen77 Global Multi-Strategy Alpha Master Limited, agreed to subscribe for the H Shares in an amount of the Hong Kong dollar equivalent of US$6 million;

(f) a cornerstone investment agreement dated 16 June 2020 entered into among the Company, the Sole Sponsor (as defined in the Prospectus), the Sole Global Coordinator (as defined in the Prospectus) and Atlantis Investment Management Limited (西澤投資管理有限公司) in its capacity as an investment manager or an investment advisor of, and on behalf of Atlantis China Fund, Atlantis China Star Fund Limited, Atlantis China Healthcare Fund, OBOR Stable Growth Fund Limited and Atlantis Star Opportunities Fund SPC on behalf of itself and Atlantis China Vision Fund SP, pursuant to which Atlantis Investment Management Limited in its capacity as an investment manager or an investment advisor of, and on behalf of Atlantis China Fund, Atlantis China Star Fund Limited, Atlantis China Healthcare Fund, OBOR Stable Growth Fund Limited and Atlantis Star Opportunities Fund SPC on behalf of itself and Atlantis China Vision Fund SP, agreed to subscribe for the H Shares in an amount of the Hong Kong dollar equivalent of US$5 million;

(g) a cornerstone investment agreement dated 16 June 2020 entered into among the Company, the Sole Sponsor (as defined in the Prospectus), the Sole Global Coordinator (as defined in the Prospectus) and J-Stone Multi Strategies Master Fund, pursuant to which J-Stone Multi Strategies Master Fund agreed to subscribe for the H Shares in an amount of the Hong Kong dollar equivalent of US$5 million;

– II-6 – APPENDIX II GENERAL INFORMATION

(h) a cornerstone investment agreement dated 16 June 2020 entered into among the Company, the Sole Sponsor (as defined in the Prospectus), the Sole Global Coordinator (as defined in the Prospectus) and Find Jade Limited (得翠有限公司), pursuant to which Find Jade Limited agreed to subscribe for the H Shares in an amount of the Hong Kong dollar equivalent of US$5 million;

(i) the joint venture agreement relating to the establishment of Beijing Financial Street Worldunion Real Estate Management Co., Ltd. (“Financial Street Worldunion”) 《成立北京金融街世聯不動( 產管理有限公司的合資協議》) dated 16 June 2020 entered into between Financial Street Savills and Shenzhen Worldunion Join Wealth Real Estate Management Incorporated (深圳世聯君匯不動產運營管理股份有限公司) (“Shenzhen Worldunion”), pursuant to which the parties agreed to establish Financial Street Worldunion and Financial Street Savills and Shenzhen Worldunion were to contribute RMB2,550,000 and RMB2,450,000, respectively, as the registered capital of Financial Street Worldunion, which, upon completion of establishment, would be owned as to 51% by Financial Street Savills and 49% by Shenzhen Worldunion;

(j) the underwriting agreement dated 18 June 2020, relating to the Hong Kong Public Offering, entered into among the Sole Sponsor (as defined in the Prospectus), the Sole Global Coordinator (as defined in the Prospectus), the Hong Kong Underwriters (as defined in the Prospectus), the Controlling Shareholders, ICBC International Capital Limited and the Company as further described in the section headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Hong Kong Underwriting Agreement” in the Prospectus;

(k) the international underwriting agreement dated 24 June 2020 relating to the International Offering, entered into by the Sole Sponsor (as defined in the Prospectus), the Company, the Controlling Shareholders, the Sole Global Coordinator (as defined in the Prospectus) and the International Underwriters (as defined in the Prospectus), as further described in the section headed “Underwriting – The International Offering” in the Prospectus;

(l) the joint venture agreement relating to the establishment of a limited liability company 《關于共( 同出資設立有限責任公司的協議書》) dated 4 November 2020 entered into between the Company and Chongqing Hongya Property Management Service Co., Ltd. (重慶泓亞物業管理服務有限公司) (“Chongqing Hongya”), pursuant to which the parties agreed to establish a joint venture company named Financial Street Hongya Property Services (Chongqing) Co., Ltd. (金融街泓亞物業服務（重慶）有限公司) (“Financial Street Hongya”) and the Company and Chongqing Hongya was to contribute RMB2,550,000 and RMB2,450,000, respectively, to the registered capital of Financial Street Hongya, which, upon completion of establishment, would be owned as to 51% by the Company and 49% by Chongqing Hongya；

– II-7 – APPENDIX II GENERAL INFORMATION

(m) the Nanjing Financial Street Savills Property Service Co., Ltd. (“Nanjing Financial Street Savills”) Capital Increase Agreement 《南京金融街第一太平戴維斯物業服務有限公司增資協議》( ) dated 17 November 2020 entered into among Nanjing Finance City Construction and Development Co., Ltd. (南京金融城建設發展股份有限公司), Nanjing State-owned Assets Disposal Co., Ltd. (南京國資資產處置有限責任公司), Financial Street Savills and Nanjing Financial Street Savills, pursuant to which Financial Street Savills agreed to subscribe for the capital amounts of RMB612,245 in Nanjing Financial Street Savills;

(n) the joint venture agreement for establishment of a property services company 《設立合資物業公( 司協議》) dated 18 November 2020 entered into between the Company and Beijing Fangshan New City Real Estate Co., Ltd. (北京市房山新城置業有限責任公司) (“Fangshan New City”), pursuant to which the parties agreed to establish a joint venture company named Beijing Financial Street New City Property Management Co., Ltd. (北京金融街新城物業管理有限責任公司) (“Financial Street New City”) and the Company and Fangshan New City were to contribute RMB510,000 and RMB490,000, respectively, to the registered capital of Financial Street New City, which, upon completion of establishment, would be owned as to 51% by the Company and 49% by Fangshan New City; and

(o) the joint venture agreement relating to the establishment of a limited liability company 《關于共( 同出資設立有限責任公司的協議書》) dated 2 February 2021 entered into among Financial Street Savills, Mr. Guo Xisheng (郭希勝) (“Mr. Guo”) and Shandong Baishida Geographic Indication Industry Co. Ltd. (山東百仕達地標產業有限公司) (“Baishida”), pursuant to which the parties agreed to establish a joint venture company named Dezhou Financial Street Dibiao Zhidu Property Management Co., Ltd. (德州金融街地標之都物業管理有限公司) (“Financial Street Dibiao”) and Financial Street Savills, Mr. Guo and Baishida shall contribute RMB510,000, RMB300,000 and RMB190,000, respectively, as the registered capital of Financial Street Dibiao, which, upon completion of establishment, will be owned as to 51% by Financial Street Savills, 30% by Mr. Guo and 19% by Baishida.

LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any material litigation or arbitration which could have a material effect on its financial condition or results of operations. So far as the Directors are aware, no such litigation or arbitration of material importance is pending or threatened against any member of the Group.

MATERIAL ADVERSE CHANGE

The Directors confirm that they were not aware of any material adverse change in the financial or operating position of the Group since 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up.

– II-8 – APPENDIX II GENERAL INFORMATION

QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the experts who have provided their opinion or advice, which are contained in this circular:

Name Qualification

Founder Securities A corporation licensed under the SFO to carry on type 6 (advising on (Hong Kong) Capital corporate finance) regulated activity, and appointed as the independent Company Limited financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder

Founder has given and has not withdrawn its written consent to the issue of this circular, with the inclusion therein of its letter and/or report or the references to its name in the form and context in which it appears.

As at the Latest Practicable Date, Founder did not have any shareholding, directly or indirectly, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any securities in any member of the Group and did not have any interest, either direct or indirect, in any assets which had since 31 December 2020, being the date to which the latest published audited financial statements of the Company were made up, been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

MISCELLANEOUS

(1) The registered office of the Company is situated at 33 Financial Street, Xicheng District, Beijing, PRC and its headquarter and principal place of business in the PRC is at 24/F, Xihuan Plaza Tower 2, 1 Xizhimenwai Avenue, Xicheng District, Beijing, PRC.

(2) The Company’s principal place of business in Hong Kong is situated at 46/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

(3) The share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

(4) The joint company secretaries of the Company are Mr. Chen Xi, who holds a qualification certificate as a board-level secretary issued by the Shenzhen Stock Exchange; and Ms. Ho Wing Nga, who is a fellow of The Hong Kong Institute of Chartered Secretaries and a fellow of The Chartered Governance Institute.

(5) If there is any discrepancy between the English text and Chinese text of this circular, the English text shall prevail.

– II-9 – APPENDIX II GENERAL INFORMATION

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the office of Guantao & Chow Solicitors and Notaries, the Hong Kong legal advisers to the Company, at Suites 1801-03, 18/F, One Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong during normal business hours on any weekday (except public holidays) from the date of this circular up to and including the date of the AGM:

(a) the Articles of Association;

(b) the Deposit Service Framework Agreement;

(c) the letter of recommendation from the Independent Board Committee to the Independent Shareholders, the text of which is set out in this circular;

(d) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, the text of which is set out in this circular;

(e) the written consent referred to in the paragraph headed “Qualification and Consent of Expert” in this appendix;

(f) the annual report of the Company for the year ended 31 December 2020 and the prospectus of the Company dated 19 June 2020 including the audited reports of the Company for the years ended 31 December 2017, 2018 and 2019;

(g) the material contracts referred to in the paragraph headed “Material Contracts” in this appendix; and

(h) this circular.

– II-10 – APPENDIX III PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Details of the proposed amendments are as follows (additional texts are presented in underline):

Original Article 14 Amended Article 14

The business purpose of the Company: property The business purpose of the Company: property management; catering management; public parking management; catering management; public parking service of motor vehicles; professional contracting; service of motor vehicles; professional contracting; cleaning service; urban landscaping planning; cleaning service; urban landscaping planning; flower rental; sales of flowers, construction flower rental; sales of flowers, construction materials, metal materials, auto parts, chemical materials, metal materials, auto parts, chemical products (excluding Class I precursor chemicals products (excluding Class I precursor chemicals and dangerous goods), machinery and equipment, and dangerous goods), machinery and equipment, hardware and electrical equipment, daily hardware and electrical equipment, daily necessities, furniture, cultural supplies, sporting necessities, furniture, cultural supplies, sporting goods, crafts, photographic equipment, clothing, goods, crafts, photographic equipment, clothing, fresh vegetables; sports events management; fresh vegetables; sports events management; enterprise management consultation; household enterprise management consultation; household management service; conference service; vehicle management service; conference service; vehicle washing service; vegetable planting; laundry washing service; vegetable planting; laundry service; health management (excluding diagnosis service; health management (excluding diagnosis and treatment activities that need approval); car and treatment activities that need approval); car rental (excluding passenger vehicles with more rental (excluding passenger vehicles with more than nine seats); corporate property loss insurance than nine seats); corporate property loss insurance agency; and sale of food products. agency; sale of food products; centralized elderly care service, home-based elderly care service, The scope of business of the Company shall be leasing of commercial premises, organisation the scope of business as approved by company of exhibitions and fairs, stadium management registration authorities. service, greening management and maintenance, hotel management, hospital management, cleaning, collection and transportation services for municipal wastes, garbage sorting, project management, etc.

The scope of business of the Company shall be the scope of business as approved by company registration authorities.

–III-1 – NOTICE OF THE 2020 ANNUAL GENERAL MEETING

FINANCIAL STREET PROPERTY CO., LIMITED 金融街物業股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1502)

NOTICE OF THE 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2020 annual general meeting (the “AGM”) of Financial Street Property Co., Limited (the “Company”) will be held at 2/F, Financial Street Centre, No. 9A Financial Street, Xicheng District, Beijing, the PRC on Thursday, 24 June 2021 at 2:30 p.m. for the purposes of considering and, if thought fit, approving the following resolutions. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company’s circular dated 18 May 2021 (the “Circular”).

ORDINARY RESOLUTIONS

1. To consider and approve the 2020 Report of the Board.

2. To consider and approve the 2020 Report of the Supervisory Committee.

3. To consider and approve the 2020 Audited Consolidated Financial Statements.

4. To consider and approve the 2020 Annual Report.

5. To consider and approve the profit distribution plan for 2020 (the proposal of a final dividend of RMB0.154 per Share (before tax)).

6. To consider and approve the annual financial budget for 2021.

7. To consider and approve the appointment of Grant Thornton Hong Kong Limited (致同（香港）會計師事務所有限公司) as the international auditor and Grant Thornton China (Special General Partnership) (致同會計師事務所（特殊普通合夥）) as the domestic auditor of the Company for 2021, respectively for a term until the conclusion of the next annual general meeting of the Company, and to approve the Board’s authorization of management’s determination of their remuneration.

8. To consider and approve the terms of the Deposit Service Framework Agreement (including the Annual Cap) and the transactions contemplated thereunder.

– AGM-1 – NOTICE OF THE 2020 ANNUAL GENERAL MEETING

SPECIAL RESOLUTIONS

9. To consider and approve the change of the business scope.

10. To consider and approve the amendments to the Articles of Association.

11. To consider and authorize the Board to change the business scope of the Company through amendments to the Articles of Association.

By order of the Board Financial Street Property Co., Limited Sun Jie Chairman

Beijing, the PRC, 18 May 2021

As at the date of this notice, the Board comprises Mr. Sun Jie and Ms. Xue Rui as executive Directors, Mr. Shen Mingsong, Mr. Zhou Peng, Mr. Liang Jianping and Mr. Jiang Rui as non-executive Directors, and Mr. Song Baocheng, Ms. Tong Yan and Ms. Lu Qing as independent non-executive Directors.

Notes:

1. All resolutions at the AGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (www.hkexnews.hk) and the Company (www.jrjlife.com) in accordance with the Listing Rules.

2. All Shareholders are eligible for attending the AGM. Any Shareholder of the Company entitled to attend and vote at the AGM convened by the above notice is entitled to appoint a proxy or more than one proxy to attend the AGM and vote instead of him/her. A proxy need not be a Shareholder. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Every Shareholder present in person or by proxy shall be entitled to one vote for each Share held by him/ her.

3. In order to be valid, the proxy form together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be completed and returned to (i) the Company’s principal place of business in the People’s Republic of China (the “PRC”) at 24/F, Xihuan Plaza Tower 2, 1 Xizhimenwai Avenue, Xicheng District, Beijing, the PRC (for Domestic Shareholders) or (ii) the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for H Shareholders) not less than 24 hours before the time appointed for the AGM. Completion and return of the proxy form will not preclude a Shareholder from attending and voting at the AGM or any adjourned meeting thereof should he/she so wish.

– AGM-2 – NOTICE OF THE 2020 ANNUAL GENERAL MEETING

4. For the purpose of determining the Shareholders’ eligibility to attend and vote at the AGM (and any adjourned meeting thereof), the register of members of the Company will be closed from Friday, 18 June 2021 to Thursday, 24 June 2021, both days inclusive, during which period no transfer of the Shares will be registered. In order for the H Shareholders to qualify for attending and voting at the AGM, all properly completed share transfer forms together with the relevant H share certificates shall be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 17 June 2021.

5. For the purpose of determining the identity of the Shareholders entitled to the annual dividend in respect of the year ended 31 December 2020, the H Share register of members of the Company will be closed from Tuesday, 6 July 2021 to Monday, 12 July 2021, both days inclusive, during which period no transfer of H Shares will be registered. For entitlement to the above annual dividend, all share certificates together with the share transfer forms shall be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday, 5 July 2021.

6. The AGM is expected to take no more than half a day. Shareholders who attend the AGM (in person or by proxy) shall bear their own travelling and accommodation expenses. Shareholders may contact the Company via telephone at +86 10 6621 5866 and email at [email protected] for any enquires in respect of the AGM.

7. Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder.

8. Shareholders or their proxies shall provide their identification documents when attending the AGM. In case of a corporate Shareholder, its proxy or other person authorized to attend the meeting with a resolution passed by the board of directors or other decision-making authorities of such corporate Shareholder, should provide a copy of such resolution.

9. In case of joint holders, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose seniority will be determined by the order in which the names stand on the register of members of the Company in respect of the joint shareholding.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent and control the spread of COVID-19, the Company will take the following precautionary measures at the AGM:

(1) compulsory temperature checks

(2) scan a QR code for registration with his/her own information through the applet, “Beijing Jiankangbao (北京健康寶)”, and the result should be normal

(3) wearing of face masks throughout the AGM (please bring your own mask)

(4) no souvenirs will be distributed and no refreshments will be served

To the extent permitted by law, any person who does not comply with the precautionary measures (1), (2) and (3) as set out above may be denied entry into the venue of the AGM at the absolute discretion of the Company. Shareholders may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

– AGM-3 –