Important Notice

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES. THE OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES LOCATED OUTSIDE OF THE UNITED STATES.

IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page (the “Offering Circular”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Issuer (as defined in the Offering Circular) as a result of such access.

Confirmation of your Representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must not be located in the United States. The Offering Circular is being sent at your request and by accepting the e-mail and accessing the Offering Circular, you shall be deemed to have represented to the Issuer (as defined herein) and Luso International Banking Limited, Industrial Bank Co., Ltd. Hong Kong Branch, Bank of China Limited, Macau Branch, Chiyu Banking Corporation Limited, China Minsheng Banking Corp., Ltd. Hong Kong Branch, CMB Wing Lung Bank Limited, Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch, BOCOM International Securities Limited, China Industrial Securities International Brokerage Limited, Guotai Junan Securities (Hong Kong) Limited, The Macau Chinese Bank Limited and SPDB International Capital Limited (each, a “Joint Lead Manager” and together, the “Joint Lead Managers”) that (1) you and any customers you represent are not, and the electronic mail address that you gave to the Joint Lead Managers and to which this e-mail has been delivered is not located in the United States and, to the extent you purchase the securities described in the Offering Circular, you will be doing so pursuant to Regulation S under the Securities Act, and (2) you consent to delivery of the Offering Circular and any amendments and supplements thereto by electronic transmission.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR OTHERWISE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING IS MADE SOLELY IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.

Restrictions: You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Offering Circular, electronically or otherwise, to any other person. If you have gained access to this transmission contrary any of the foregoing restrictions, you are not authorised and will not be able to purchase any of the securities described herein.

The Offering Circular is being furnished in connection with an offering in offshore transactions outside the United States in compliance with Regulation S under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of either the Issuer of the securities, the Joint Lead Managers, the Trustee, the Agents (each as defined in the attached Offering Circular) or any agent of the foregoing to subscribe for or purchase any of the securities described therein, and access has been limited so that it shall not constitute directed selling efforts (within the meaning of Regulation S under the Securities Act) in the United States or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Joint Lead Managers or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Lead Managers or its affiliates on behalf of the Issuer in such jurisdiction.

This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Issuer, the Joint Lead Managers, the Trustee nor the Agents (as defined in the Offering Circular), nor any person who controls any of them, nor any director, officer, employee or agent of any of them, nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any such alteration or change to the Offering Circular distributed to you in electronic format or any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers.

THIS OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON, ELECTRONICALLY OR OTHERWISE, AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT.

You should not reply by e-mail to this notice, and you may not purchase any securities by doing so. Any reply by e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected.

You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. STRICTLY CONFIDENTIAL

FUJIAN INVESTMENT & DEVELOPMENT GROUP CO., LTD. (福建省投資開發集團有限責任公司) (incorporated in the People’s Republic of China with limited liability)

U.S.$150,000,000 1.88 PER CENT. NOTES DUE 2022

ISSUE PRICE: 100.0 PER CENT.

The 1.88 per cent. Notes due 2022 (the “Notes”) will be issued in the aggregate principal amount of U.S.$150,000,000 by Fujian Investment & Development Group Co., Ltd. (福建省投資開發集團有限責任公司) (the “Issuer”) and are in registered form in the denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The PRC Government (including the Fujian State-owned Assets Supervision and Administration Commission of the State Council (福建省人民政府國有資產監督管理委員會) (the “Fujian SASAC”)) is not an obligor and shall under no circumstances have any obligation arising out of or in connection with the Notes in lieu of the Issuer. See “Risk Factors — Risks relating to the Notes — The PRC Government has no obligations under the Notes”. The Notes will bear interest on their outstanding principal amount from and including 13 July 2021 (the “Issue Date”) at the rate of 1.88 per cent. per annum. payable in arrear on 13 January 2022 and on 12 July 2022. The Notes will constitute direct, general, unsubordinated, unconditional and (subject to Condition 3(a) (Negative Pledge) of the Terms and Conditions of the Notes) unsecured obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsubordinated and unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. All payments of principal, premium (if any) and interest in respect of the Notes by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the PRC or any political subdivision thereof or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law, all to the extent described under “Terms and Conditions of the Notes — Taxation”. Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount on 12 July 2022 (the “Maturity Date”), subject as provided in Condition 6 (Payments) of the Terms and Conditions of the Notes. The Notes are subject to redemption, in whole but not in part, at their principal amount, together with interest accrued to (but not including) the date fixed for redemption, at the option of the Issuer at any time in the event of certain changes affecting taxes of the PRC. See “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for tax reasons”. At any time following the occurrence of a Relevant Event (as defined in “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for a Relevant Event”), the Holder of any Note will have the right, at such Holder’s option, to require the Issuer to redeem all but not some only of that Holder’s Notes on the Put Settlement Date (as defined in “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for a Relevant Event”) at 101 per cent. of their principal amount (in the case of a redemption for a Change of Control (as defined in “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for a Relevant Event”)) or 100 per cent. of their principal amount (in the case of a redemption for a Non-Registration Event (as defined in “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for a Relevant Event”)), in each case, together with accrued interest to (but not including) such Put Settlement Date. See “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for a Relevant Event”. Furthermore, the Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than five nor more than ten days’ notice to the Noteholders at 100 per cent. of their principal amount, together with interest accrued to the Event Call Settlement Date (as defined in “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for certain events”) if any of the events set out under Condition 8(f)(iv) (Insolvency, etc.), Condition 8(g) (Winding up, etc.) or Condition 8(k) (Compulsory acquisition or seizure) occurs as a result of the Triggering Notification (as defined in “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for certain events”) occurs. See “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for certain events”. The Issuer will undertake to file or cause to be filed with the State Administration of Foreign Exchange of the PRC or its local counterparts (“SAFE”) the requisite information and documents within the prescribed time frame in accordance with (i) the Administrative Measures for Foreign Debt Registration (《外債登記管理辦法》) issued by SAFE and which came into effect on 13 May 2013, and (ii) the Circular on Relevant Matters about the Macro-Prudential Management of Cross-border Financing in Full Aperture (《中國人民銀行關於全口徑跨境融資宏觀審慎管理有關事宜的通知》) issued by the People’s Bank of China of the PRC (“PBOC”) and which came into effect on 12 January 2017, and any implementation rules, reports, certificates, approvals or guidelines as issued by the SAFE or the PBOC, as the case may be, from time to time (the “Foreign Debt Registration”). The Issuer shall complete the Foreign Debt Registration on or before the SAFE Registration Deadline (being 120 PRC Business Days after the Issue Date). An application of filing and registration of the offering of the Notes in Macau was made to the Chief Executive of Macau pursuant to Section 3 of the Financial System Act, as approved by Decree Law no. 32/39/M dated 5 July 1993. The issuance and authorisation in relation to the offering of the Notes by the Chief Executive of Macau does not imply a judgment or guarantee regarding any of the risks involving the Issuer, investment risks of the Notes, profit or any other element of the investment. This Offering Circular is for distribution to Professional Investors (as defined in Section 11 of the Guideline on Provision and Distribution of Financial Products (Circular 033/B/2010-DSB/AMCM) as issued by the Monetary Authority of Macau) (the “Professional Investors”) only. Investors should not purchase the Notes in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Notes are only suitable for Professional Investors. Chongwa (Macao) Financial Asset Exchange Co., Ltd. (the “MOX”) has not reviewed the contents of this Offering Circular, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this Offering Circular to Professional Investors only have been reproduced in this Offering Circular. Listing of the Notes on MOX is not to be taken as an indication of the commercial merits or credit quality of the Notes, the Issuer, or the quality of disclosure in this Offering Circular. MOX takes no responsibility for the contents of this Offering Circular, makes 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 Offering Circular. This Offering Circular includes particulars given in compliance with the Guideline on Provision and Distribution of Financial Products (Circular 033/B/2010-DSB/AMCM) for the purpose of giving information with regard to the Issuer. The Issuer accepts full responsibility for the accuracy of the information contained in this Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading. Pursuant to the guideline of MOX, by the subscription or holding of the Notes, it is considered that the investors accept all the rights and obligations of each party as set forth in all the agreements and documents in relation to Notes, including but not limited to this offering memorandum and the Indentures. The requirements in relation to the Professional Investors above and in this Offering Circular shall be construed as relating to offers and sales of the Notes in Macau only. Singapore Securities and Futures Act Product Classification — Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”), the Issuer has determined, and hereby notifies all relevant persons (as defined in 309A of the SFA) that the Notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018). Investing in the Notes involves certain risks. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the information contained in this Offering Circular and the merits and risks of investing in the Notes in the context of their financial position and particular circumstances. Investors also should have the financial capacity to bear the risks associated with an investment in the Notes. Investors should not purchase the Notes unless they understand and are able to bear risks associated with the Notes. See“Risk Factors” beginning on page 14 for a description of certain factors to be considered in connection with an investment in the Notes. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and, subject to certain exceptions, may not be offered or sold within the United States and are only being offered and sold outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”). For a description of these and certain restrictions on offers and sales of the Notes and the distribution of this Offering Circular, see “Subscription and Sale.” The Notes will be represented by beneficial interests in a global note certificate (the “Global Note Certificate”) in registered form, which will be registered in the name of a nominee of, and deposited on or about the Issue Date with MOX. Beneficial interests in the Global Note Certificate will be shown on, and transfers thereof will be effected only through, records maintained by MOX.

Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners Luso International Banking Limited Industrial Bank Co., Ltd. Hong Kong Branch Joint Lead Managers and Joint Bookrunners

Bank of China Chiyu Banking China Minsheng CMB Shanghai Pudong Macau Branch Corporation Banking Corp., Ltd., Wing Lung Development Bank Limited Hong Kong Branch Bank Limited Hong Kong Branch

BOCOM China Industrial Guotai Junan The Macau SPDB International Securities International Chinese Bank International International

Co-Manager (in relation to PRC matters) Xiamen International Bank Co., Ltd.

Offering Circular dated 6 July 2021 IMPORTANT NOTICE

The Issuer, having made all reasonable enquiries, accepts full responsibility for the accuracy of the information contained in this Offering Circular and confirms that to the best of its knowledge and belief that (i) this Offering Circular contains all information with respect to the Issuer, its subsidiaries (together with the Issuer, the “Group”), and the Notes which is material in the context of the issue, offering, sale, marketing or distribution of the Notes (including all information which is required by applicable laws or, according to the particular nature of the Issuer, the Group and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, the Group and of the rights attaching to the Notes), (ii) this Offering Circular does not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the statements of fact contained in this Offering Circular are in every material respect true and accurate and not misleading and there are no other facts in relation to the Issuer, the Group, the Notes, the omission of which would in the context of the issue, offering, sale, marketing and distribution of the Notes make any statement in this Offering Circular misleading in any material aspects, (iv) the statements of intention, opinion, belief or expectation contained in this Offering Circular are honestly and reasonably made or held and have been reached after considering all relevant circumstances and based on reasonable assumptions, (v) all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements, and (vi) all statistical, industry and market related data included in this Offering Circular are derived from sources which the Issuer believes in good faith to be are accurate and reliable in any material aspect.

The PRC Government (including the Fujian Provincial People’s Government (the “Fujian Provincial Government”)) is not an obligor and shall under no circumstances have any obligation arising out of or in connection with the Notes in lieu of the Issuer. Any reference to government support in this Offering Circular should not be read as indication that financial support will be given in respect of the Issuer’s obligations under the Notes. See “Risk Factors — Risks relating to the Group and its Businesses — The PRC Government has no obligations under the Notes”.

This Offering Circular has been prepared by the Issuer solely for use in connection with the proposed offering of the Notes described in this Offering Circular. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, Luso International Banking Limited, Industrial Bank Co., Ltd. Hong Kong Branch, Bank of China Limited, Macau Branch, Chiyu Banking Corporation Limited, China Minsheng Banking Corp., Ltd. Hong Kong Branch, CMB Wing Lung Bank Limited, Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch, BOCOM International Securities Limited, China Industrial Securities International Brokerage Limited, Guotai Junan Securities (Hong Kong) Limited, The Macau Chinese Bank Limited and SPDB International Capital Limited (each, a “Joint Lead Manager” and together, the “Joint Lead Managers”), the Trustee and the Agents (as defined in “Terms and Conditions of the Notes”) to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the Notes or the possession or distribution of this Offering Circular or any offering or publicity material relating to the Notes in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Notes and the circulation of documents relating thereto, in certain jurisdictions and to persons connected therewith. For a description of certain further restrictions on offers, sales and resales of the Notes and the distribution of this Offering Circular, see “Subscription and Sale.” This Offering Circular does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such offer or invitation would be unlawful. By purchasing the Notes, investors represent and agree to all of those provisions contained in that section of this Offering Circular.

Singapore Securities and Futures Act Product Classification — Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the “SFA”), the Issuer has determined, and hereby notifies all relevant persons (as defined in 309A of the SFA) that the Notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).

–i– No person has been or is authorised in connection with the issue, offer, sale, marketing or distribution of the Notes to give any information or to make any representation concerning the Issuer, the Group, the Notes other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Issuer, the Group, the Joint Lead Managers, the Trustee or the Agents or any person who controls any of them or any of their respective affiliates, officers, representatives, directors, employees, agents or advisers. Neither the delivery of this Offering Circular nor any offering, sale or delivery made in connection with the issue of the Notes shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in the affairs of the Issuer or the Group, or any of them since the date hereof or create any implication that the information contained herein is correct as at any date subsequent to the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Joint Lead Managers the Trustee or the Agents or any person who controls any of them or any of their respective affiliates, officers, representatives, directors, employees, agents or advisers to subscribe for or purchase, any of the Notes and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful.

This Offering Circular is being furnished by the Issuer in connection with the offering of the Notes exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider purchasing the Notes. Investors must not use this Offering Circular for any other purpose, make copies of any part of this Offering Circular or give a copy of it to any other person, or disclose any information in this Offering Circular to any other person. The information contained in this Offering Circular has been provided by the Issuer and other sources identified in this Offering Circular. Any reproduction or distribution of this Offering Circular, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the Notes offered by this Offering Circular is prohibited. Each offeree of the Notes, by accepting delivery of this Offering Circular, agrees to the foregoing.

No representation or warranty, express or implied, is made or given by the Joint Lead Managers, the Trustee or the Agents or any person who controls any of them or any of their respective affiliates, officers, representatives, directors, employees, agents or advisers as to the accuracy, completeness or sufficiency of the information contained in this Offering Circular or any other information supplied in connection with the Notes, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise, representation or warranty by the Joint Lead Managers, the Trustee or the Agents or any person who controls any of them or any of their respective affiliates, officers, representatives, directors, employees, agents or advisers. The Joint Lead Managers, the Trustee and the Agents and any person who controls any of them and their respective affiliates, officers, representatives, directors, employees, agents or advisers have not independently verified any of the information contained in this Offering Circular and can give no assurance that this information is accurate, truthful or complete.

To the fullest extent permitted by law, none of the Joint Lead Managers, the Trustee, the Agents or any person who controls any of them or any of their respective affiliates, officers, representatives, directors, employees, agents or advisers accepts any responsibility for the contents of this Offering Circular or any statement made or purported to be made by any such person or on its behalf in connection with the Issuer, the Group, the issue and offering of the Notes. Each of the Joint Lead Managers, the Trustee, the Agents and any person who controls any of them and their respective affiliates, officers, representatives, directors, employees, agents or advisers accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular or any such statement. None of the Joint Lead Managers, the Trustee, the Agents or any person who controls any of them or any of their respective affiliates, officers, representatives, directors, employees, agents or advisers undertakes to review the financial condition or affairs of the Issuer or the Group for so long as the Notes remain outstanding nor to advise any investor or potential investor of the Notes of any information coming to the attention of any of the Joint Lead Managers, the Trustee, the Agents or any person who controls any of them or their respective affiliates, officers, representatives, directors, employees, agents or advisers.

–ii– This Offering Circular is not intended to provide the basis of any credit or other evaluation, nor should it be considered as a recommendation by the Issuer, the Joint Lead Managers, the Trustee or the Agents that any recipient of this Offering Circular should purchase the Notes. Each potential purchaser of the Notes should determine for itself the relevance of the information contained in this Offering Circular and its purchase of the Notes should be based upon such investigations with its own tax, legal and business advisers as it deems necessary.

Any of the Joint Lead Managers and their respective affiliates may purchase the Notes for its or their own account and enter into transactions, including credit derivatives, such as asset swaps, repackaging and credit default swaps relating to the Notes and/or other securities of the Issuer or its subsidiaries or associates at the same time as the offer and sale of the Notes or in secondary market transactions. Such transactions may be carried out as bilateral trades with selected counterparties and separately from any existing sale or resale of the Notes to which this Offering Circular relates (notwithstanding that such selected counterparties may also be purchasers of the Notes). Furthermore, investors in the Notes may include entities affiliated with the Group.

Investors are advised to read and understand the contents of this Offering Circular before investing. If in doubt, investors should consult his or her adviser.

IN CONNECTION WITH THE ISSUE OF THE NOTES, ANY OF THE JOINT LEAD MANAGERS APPOINTED AS AND ACTING IN ITS CAPACITY AS THE STABILISATION MANAGER (OR ANY PERSON(S) ACTING ON BEHALF OF SUCH JOINT LEAD MANAGER) (THE “STABILISATION MANAGER”) MAY OVER-ALLOT THE NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO OBLIGATION ON SUCH STABILISATION MANAGER TO DO THIS. SUCH STABILISATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. SUCH STABILISATION SHALL BE IN COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND RULES.

Listing of the Notes on the MOX is not to be taken as an indication of the merits of the Issuer, the Group or the Notes. In making an investment decision, investors must rely on their own examination of the Issuer and the Group and the terms of the offering of the Notes, including the merits and risks involved. See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Notes. The Issuer, the Group, the Joint Lead Managers, the Trustee and the Agents and any person who controls any of them and their respective affiliates, officers, representatives, directors, employees, agents or advisers are not making any representation to any purchaser of the Notes regarding the legality of any investment in the Notes by such purchaser under any legal investment or similar laws or regulations. The contents of this Offering Circular should not be construed as providing legal, business, accounting or investment advice. Each person receiving this Offering Circular acknowledges that such person has not relied on the Joint Lead Managers, the Trustee, the Agents or any person who controls any of them or any of their respective affiliates, officers, representatives, directors, employees, agents or advisers in connection with its investigation of the accuracy of such information or its investment decision.

Market data and certain industry forecasts and statistics in this Offering Circular have been obtained from both public and private sources, including market research, publicly available information and industry publications. Although the Issuer believes this information to be reliable, such information has not been independently verified by the Issuer, the Joint Lead Managers, the Trustee or the Agents or any person who controls any of them or their respective affiliates, officers, representatives, directors, employees, agents or advisers, and none of the Issuer, the Joint Lead Managers, the Trustee or the Agents or any person who controls any of them or their respective affiliates, officers, representatives, directors, employees, agents or advisers makes any representation as to the accuracy or completeness of that information. In addition, third party information providers may have obtained information from market participants and such information may not have been independently verified. This Offering Circular summarises certain documents and other information, and investors should refer to them for a more complete understanding of what is discussed in those documents.

The contents of this Offering Circular have not been reviewed by any regulatory authority in any jurisdiction. Investors are advised to exercise caution in relation to the offer. If investors are in any doubt about any of the contents of this Offering Circular, investors should obtain independent professional advice.

– iii – PRESENTATION OF FINANCIAL INFORMATION

The Offering Circular contains the audited consolidated financial information of the Issuer as at and for the years ended 31 December 2018, 2019 and 2020, which is derived from its audited consolidated financial statements as at and for the years ended 31 December 2018, 2019 and 2020 (the “Audited Financial Statements”) included elsewhere in this Offering Circular, and have been prepared in accordance with the Accounting Standards for Business Enterprises in China (“PRC GAAP”). Such Audited Financial Statements have been audited by Huaxing Certified Public Accountants LLP (“Huaxing”).

The Group publishes, in the PRC, its interim financial information from time to time. Such financial information published by the Group in the PRC is normally derived from its management accounts and is not audited by independent auditors. In particular, the published financial information as at and for the three months ended 31 March 2021 published by the Issuer in the PRC has not been audited by independent auditors. As such, financial information published in the PRC by the Group’s should not be relied upon by potential purchasers to provide the same quality of information associated with any audited information. Such financial information is not included in this Offering Circular and should not be relied upon by any investors in making their investment decisions in the Notes.

Unless otherwise stated, all financial information contained herein which is stated as relating to the Issuer refers to the consolidated financial information of the Group.

PRC GAAP differs in certain material respects from the International Financial Reporting Standards (“IFRS”). For a discussion of certain differences between PRC GAAP and IFRS, see “Summary of Significant Differences between PRC GAAP and IFRS”.

Certain financial information of the Issuer as at and for the year ended 31 December 2018 was reclassified in the Issuer’s consolidated financial statements as at and for the year ended 31 December 2019, as a result of the Circular on Revising and Issuing the Financial Statement Form of General Enterprise in 2019 (CK [2019] No. 6) issued by the MOF on 30 April 2019 and the Circular on Revising and Issuing the Consolidated Financial Statement Form (2019 Version) (CK [2019] No. 16), which amended the standard form of the general enterprise financial statements. In preparing the Issuer’s consolidated financial statements as at and for the year ended 31 December 2019, certain of the Issuer’s subsidiaries and significant affiliated businesses have adopted a number of new accounting standards, including Enterprise Accounting Standards No. 22 — Recognition and Measurement of Financial Instruments, Enterprise Accounting Standards No. 23 — Transfer of Financial Assets, Enterprise Accounting Standards No. 24 — Hedging Accounting and Enterprise Accounting Standards No. 37 — Reporting of Financial Instruments (together the “New Financial Instrument Standards”), each with effect from 1 January 2019. In addition, certain of the Issuer’s subsidiaries and significant affiliated businesses have adopted a number of new accounting standards, including Enterprise Accounting Standards No. 14 — Income and the New Financial Instrument Standards, each with effect from 1 January 2020. As a result of the above, certain financial information of the Issuer as at and for the years ended 31 December 2018, 2019 and 2020, respectively, may not be directly comparable. For more information, please refer to note 5 “Accounting Policy, Accounting Estimate Changes and its Influence” to the Audited Financial Statements.

–iv– CERTAIN DEFINITIONS AND CONVENTIONS

Unless the context otherwise requires, references in this Offering Circular to “Renminbi”, “CNY” and “RMB” are to the lawful currency of the PRC, “U.S. dollars”, “U.S.$” and “USD” are to the lawful currency of the United States of America (the “United States”), “PRC” and “China” are to the People’s Republic of China which for the purpose of this Offering Circular excludes Hong Kong, Macau and Taiwan, “Hong Kong” are to the Hong Kong Special Administrative Region of the PRC, and “Macau” are to the Macau Special Administrative Region of the PRC.

Solely for convenience, this Offering Circular contains translations of certain Renminbi amounts into U.S. dollars at specified rates. Unless indicated otherwise, the translation of Renminbi into U.S. dollars has been made at the rate of RMB6.5250 to U.S.$1.00, the noon buying rate in effect on 31 December 2020 as set forth in the H.10 weekly statistical release of the Board of Governors of the Federal Reserve System of the United States (the “Federal Reserve Board”). Further information on exchange rates is set forth in “Exchange Rate Information” in this Offering Circular. Investors should not construe these translations as representations that the Renminbi amounts have been, could have been or could actually be converted into any U.S. dollar amounts.

Unless the context otherwise requires, references in this Offering Circular to the “Terms and Conditions of the Notes” are to the terms and conditions governing the Notes, as set out in “Terms and Conditions of the Notes”.

In this Offering Circular, where information has been presented in thousands, millions, or billions of units, amounts may have been rounded up or down. Accordingly, totals of columns or rows of numbers in tables may not be equal to the apparent total of the individual items and actual numbers may differ from those contained herein due to rounding. References to information in billions of units are to the equivalent of a thousand million units.

Unless specified otherwise, references in this Offering Circular to, and financial and other information presented with respect to, the Group are to such information of the Issuer compiled on a consolidated basis.

The English names of the PRC nationals, entities, departments, facilities, laws, regulations, certificates titles and the like are translations of their Chinese names and are included for identification purposes only.

–v– FORWARD-LOOKING STATEMENTS

This Offering Circular includes “forward-looking statements”. All statements other than statements of historical fact contained in this Offering Circular, including, without limitation, those regarding the Group’s future financial position and results of operations, strategy, plans, objectives, goals and targets, future developments in the markets where the Group participates or is seeking to participate, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “will”, “may”, “anticipate”, “seek”, “should”, “estimate” or similar expressions or the negative thereof, are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond the Group’s control, which may cause its actual results, performance or achievements, or industry results to be materially different from any future results, performance or achievements expressed or implied by the forward- looking statements. These forward- looking statements are based on numerous assumptions regarding the Group’s present and future business strategies and the environment in which the Group will operate in the future. Important factors that could cause the Group’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the following:

• the risks inherent to the industries in which the Group operates;

• the business and operating strategies and the future business development of the Group;

• the general economic, political, social conditions and developments in the PRC;

• changes in competitive conditions and the Group’s ability to compete under these conditions, including the actions and developments of competitors;

• the Group’s operations and business prospects;

• the Group’s capital expenditure and development plans;

• the Group’s expectations with respect to its ability to acquire and maintain regulatory qualifications required to operate its business;

• the availability and charges of bank loans and other forms of financing;

• the Group’s financial condition and results of operations;

• the Group’s dividend distribution plans;

• changes or volatility in currency exchange rates, interest rates, taxes and duties, equity prices or other rates or prices, including those pertaining to the PRC;

• changes in the laws, rules and regulations of the governments in the PRC and the rules, regulations and policies of the relevant governmental authorities relating to all aspects of the Group’s business;

• macroeconomic policies of the PRC Government; and

• other factors beyond the Group’s control.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed in “Risk Factors” and elsewhere in this Offering Circular. The Issuer cautions investors not to place undue reliance on these forward-looking statements which reflect its managements’ view only as at the date of this Offering Circular.

The Issuer does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Offering Circular might not occur.

–vi– TABLE OF CONTENTS

Page

SUMMARY...... 1

THE OFFERING ...... 4

SUMMARY FINANCIAL INFORMATION OF THE GROUP ...... 9

RISK FACTORS ...... 14

TERMS AND CONDITIONS OF THE NOTES ...... 49

SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ...... 68

USE OF PROCEEDS ...... 70

EXCHANGE RATE INFORMATION ...... 71

CAPITALISATION AND INDEBTEDNESS...... 72

DESCRIPTION OF THE GROUP...... 73

DIRECTORS AND SENIOR MANAGEMENT ...... 99

TAXATION...... 102

PRC REGULATIONS ...... 108

SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN PRC GAAP AND IFRS ..... 117

SUBSCRIPTION AND SALE ...... 118

GENERAL INFORMATION ...... 123

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ...... F-1

– vii – SUMMARY

Overview

The Issuer was founded in April 2009 through the merger and reorganisation of four wholly state-owned enterprises in Fujian Province, namely Fujian Investment and Development Co., Ltd. (福建投資開發總公司), Fujian Investment Enterprises Group Co., Ltd. (福建投資企業集團公司), Fujian Energy Investment Co., Ltd. (福建能源投資有限責任公司) and Fujian Provincial State-owned Assets Investment and Holding Co., Ltd. (福建省國有資產投資控股有限責任公司).

As the date of this Offering Circular, the Issuer is the largest state-owned comprehensive investment company, and a major state-owned assets operator, in Fujian Province under the direct control of the Fujian SASAC. It holds a leading position in the area of state-owned assets investment and operations and ranked amongst the top in terms of asset scale and profitability amongst companies owned or controlled by the Fujian SASAC.

As at the date of this Offering Circular, the Issuer has a registered capital of RMB10.0 billion with the Fujian SASAC as the ultimate beneficial owner and holding 100 per cent. equity interest in the Group. In August 2020, Fujian Provincial Government resolved to transfer 10 per cent. of equity interest in the Issuer held by the Fujian SASAC to the Bureau of Finance of Fujian Province (福建省財政廳) in order to enrich the social insurance fund of Fujian Province, with 31 December 2019 as record date for the transfer. As at the date of this Offering Circular, the share transfer is in progress.

As at 31 December 2020, the Group operates its business through 127 subsidiaries and also has minority interest in over 40 major investment projects. The Group also has business presence in all of Hong Kong, Macau and Taiwan, and currently holds two listed companies, Zhongmin Energy Co., Ltd. (中閩能源股份有限公司) (600163.SH) and Min Xin Holdings Limited (閩信集團有限公司) (222.HK), together with one company listed on the National Equities Exchange and Quotations, Fujian Futou New Energy Investment Co., Ltd. (福建省福投新能源投資股份有限公司) (839351.OC).

As at 31 December 2018, 2019 and 2020, the consolidated total assets of the Group were RMB134.6 billion, RMB118.8 billion and RMB127.2 billion, respectively. For the years ended 31 December 2018, 2019 and 2020 the total operating income of the Group was RMB5.4 billion, RMB4.4 billion and RMB5.1 billion, respectively. For the same years, the consolidated net profit of the Group was RMB2.1 billion, RMB2.2 billion and RMB2.4 billion, respectively. In addition, the Group’s profitability also relies heavily on its investment income from the Group’s minority interest in a variety of enterprises the Group invests in, which are accounted using equity method. For the years ended 31 December 2018, 2019 and 2020, the Group recorded investment income in the amount of RMB3.2 billion, RMB3.4 billion and RMB3.9 billion, respectively, representing 144.4 per cent., 127.5 per cent. and 135.8 per cent. of the Group’s operating profit for the respective years.

The Group’s operations span across a wide range of businesses and industries, with a primary focus on the Fujian Province. Below sets forth a summary of the Group’s principal business segments:

• Power Supply;

• Gas Supply;

• Water Supply and Treatment;

• Financial Investment;

• Railway Investment; and

• Finance and Financial Services and Others.

–1– In recent years, the Group has won a series of awards, including the “Outstanding Fixed-Income Products Issuer” awarded by Shenzhen Stock Exchange in 2019. The Group has been awarded and maintained an AAA rating by China Chengxin International Rating Co., Ltd. (中誠信國際信用評級有限責任公司) for eight consecutive years from 2013 to 2020 and has been awarded A grade in the performance appraisal carried out by the Fujian SASAC for eleven consecutive years since 2009. Looking forward, the Group will adhere to the concept of “deeply rooted in Fujian and invest in the future” (深耕八閩,投向未來), continue to actively promote the pilot reform of state-owned investment companies, enhance its leading role in important fields and key industries, with the aim to build a state-owned investment company that is “top in Fujian and renowned in China” (國內知名,福建一流).

Competitive Strengths

The Group believes that its competitive strengths outlined below distinguish it from its competitors and are important to its success and future development:

• deeply rooted in Fujian Province with prominent regional economic advantages;

• the largest state-owned comprehensive investment company and a major state-owned assets operator in Fujian Province with strong government support;

• leading positions in industries with high growth potential;

• diversified sources of income;

• diversified sources of funding; and

• experienced management team with support from comprehensive internal control system and dedicated team of staff.

Strategies

The Group intends to focus on the following strategies to achieve these goals:

• continue to fulfil its role as the largest state-owned comprehensive investment company and a major state-owned assets operator in Fujian Province so as to maximise the value of the state-owned assets;

• to build a competitive modern investment holding enterprise with leading position in multiple business segments;

• achieve sound liquidity positions through prudent financial management, relying on capital market activities and utilising innovative financing models; and

• maintain efficient and effective operations under an experienced management team.

Recent Developments

Resignation and Incapacitation of Supervisors

In June 2021, Mr. Chen Yu, an employee supervisor of the Issuer became incapable of performing his duties due to illness and Ms. Guo Jing, another employee supervisor of the Issuer retired from her office. As a result, the Issuer currently has no supervisors, whereas the articles of associations of the Issuer stipulates that the board of supervisors of the Issuer shall have five members. As at the date of this Offering Circular, such vacancy of supervisors does not affect the Issuer’s decision making process. See also “Risk Factors — Risks Relating to the Group and its Businesses — The Group’s success depends on the continuing efforts of its board of directors, senior management team and other key personnel”.

–2– Progress of Material Litigation involving the Issuer’s Subsidiary as Plaintiff

On 21 May 2021, the Issuer announced that the Intermediate People’s Court of Fuzhou City, Fujian Province had made a judgment on 18 May 2021 in favour to Fujian Haixia Financial Leasing Co., Ltd. (福建海峽融資租賃有限責任公司)(“Haixia Financial Leasing”), a subsidiary of the Issuer, as plaintiff in its claims against Fujian Jianchao Construction Group Co., Ltd. (福建建超建設集團有限公司)(“Jianchao Group”), including but not limited to that Jianchao Group shall (i) repay Haixia Financial Leasing leases in the amount of RMB52,699,733.63 and overdue default payments at the rate of six per cent. per annum calculated up to the date of repayment; (ii) repay Haixia Financial Leasing property transfer fees in the amount of RMB20,000; (iii) reimburse Haixia Financial Leasing legal fees in the amount of RMB140,000; and (iv) let Haixia Financial Leasing have priority of claims over certain of its properties to repay the judgment debts as set out in items (i) to (iii), up to RMB60 million. As the judgment was made in favour of Haixia Financial Leasing, the Issuer believes that such litigation will not have a material adverse effect on the Issuer’s ability to repay debts.

Completion of Disposal of Subsidiaries

On 6 May 2021, the Issuer announced that the transfer by the Issuer of its 100 per cent. equity interest in Fujian Nanping South Paper Co., Ltd. (福建省南平南紙有限責任公司)(“Nanping South Paper”), 100 per cent. equity interest in Fujian Xingguang Paper Group Co., Ltd. (福建星光造紙集團有限公司) (“Xingguang Paper”) and 71 per cent. equity interest in Fujian Heyi Agricultural Development Co., Ltd. (福建合意農業發展有限公司) to the SASAC of Nanping City at nil consideration was completed on 30 April 2021. The transfer of these companies forms a part of the Issuer’s business segments optimisation exercise through the disposal of loss-making subsidiaries. After the completion of the transfer, the Group is no longer involved in paper manufacturing business.

Financial results of the Issuer as at and for the three months ended 31 March 2021

On 30 April 2021, the Issuer published its consolidated financial information as at and for the three months ended 31 March 2021 (the “First Quarter Financial Information”), which was prepared in accordance with PRC GAAP and was not reviewed or audited by the Issuer’s independent auditors.

The First Quarter Financial Information is not included in and does not form part of this Offering Circular and has not been reviewed or audited. Consequently, none of the Joint Lead Managers, the Trustee, any Agent (or any of their respective affiliates, directors, officers, employees, representatives, advisers, agents and each person who controls any of them) makes any representation or warranty, express or implied, regarding the accuracy of such financial statements or their sufficiency for an assessment of the Issuer’s or the Group’s financial condition and results of operations. Potential investors must exercise caution when using such trends to evaluate the Issuer’s or the Group’s financial condition and results of operations. Such information should not be taken as an indication of the expected financial condition or results of operations of the Issuer or the Group for the full financial year ending 31 December 2021.

–3– THE OFFERING

The following summary contains some basic information about the Notes and is qualified in its entirety by the remainder of this Offering Circular. Some of the terms described below are subject to important limitations and exceptions. Words and expressions defined in “Terms and Conditions of the Notes” shall have the same meanings in this summary. For a complete description of the terms of the Notes, see “Terms and Conditions of the Notes” in this Offering Circular.

Issuer ...... Fujian Investment & Development Group Co., Ltd. (福建省投資開發集團有限責任公司).

Notes ...... U.S.$150,000,000 1.88 per cent. Notes due 2022.

Issue Price ...... 100.0 per cent.

Form and Denomination...... The Notes will be issued in registered form in the denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Interest...... The Notes will bear interest on their outstanding principal amount from and including 13 July 2021 at the rate of 1.88 per cent. per annum, payable in arrear on 13 January 2022 and 12 July 2022.

Issue Date ...... 13 July 2021.

Maturity Date...... 12 July 2022.

Status of the Notes ...... The Notes when issued will constitute direct, general, unsubordinated, unconditional and (subject to Condition 3(a) (Negative Pledge) unsecured obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsubordinated and unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

Negative Pledge ...... The Notes will contain a negative pledge provision as further described in Condition 3(a) (Negative Pledge) of the Terms and Conditions of the Notes.

Foreign Debt Registration ...... The Issuer will undertake to file or cause to be filed with SAFE the requisite information and documents within the prescribed time frame in accordance with (i) the Administrative Measures for Foreign Debt Registration (《外債登記管理辦法》) issued by SAFE and which came into effect on 13 May 2013, and (ii) the Circular on Relevant Matters about the Macro- Prudential Management of Cross-border Financing in Full Aperture (《中國人民銀行關於全口徑跨境融資宏觀審慎管理有關事宜的通知》) issued by the PBOC and which came into effect on 12 January 2017 and, any implementation rules, reports, certificates, approvals or guidelines as issued by the SAFE or the PBOC, as the case may be, from time to time (the “Foreign Debt Registration”).

–4– The Issuer shall complete the Foreign Debt Registration on or before the SAFE Registration Deadline (as defined in Condition 3 (Covenants) of the Terms and Conditions of the Notes) and will within 10 PRC Business Days after SAFE has notified it of the completion of the Foreign Debt Registration, (i) provide the Trustee with a certificate signed by an Authorised Signatory of the Issuer confirming the completion of the Foreign Debt Registration (together with a copy of the relevant document(s) issued by SAFE or other document evidencing the completion of the Foreign Debt Registration) (collectively, the “Registration Documents”) and (ii) give notice to the Noteholders in accordance with Condition 15 (Notices) of the Terms and Conditions of the Notes of the same.

Redemption at Maturity ...... Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount on the Maturity Date.

Taxation ...... All payments of principal, premium (if any) and interest in respect of the Notes by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the PRC or any political subdivision thereof or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law.

Where such withholding or deduction is made by the Issuer by or within the PRC at the rate up to and including the rate applicable on 6 July 2021 (the “Applicable Rate”), the Issuer will pay such additional amounts as will result in receipt by the Noteholders after such withholding or deduction of such amounts as would have been received by them had no such withholding or deduction been required.

If the Issuer is required to make a deduction or withholding by or within the PRC, in excess of the Applicable Rate, the Issuer shall pay such additional amounts (the “Additional Tax Amounts”) as will result in receipt by the Noteholders after such withholding or deduction of such amounts as would have been received by them had no such withholding or deduction been required, except that no such Additional Tax Amounts shall be payable in respect of any Note in the circumstances set out in Condition 7 (Taxation)ofthe Terms and Conditions of the Notes.

–5– Redemption for Tax Reasons...... The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable) at their principal amount, together with interest accrued to (but not including) the date fixed for redemption, if, immediately before giving such notice, the Issuer satisfies the Trustee that:

(i) the Issuer has or will become obliged to pay Additional Tax Amounts as a result of any change in, or amendment to, the laws or regulations of the PRC or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 6 July 2021; and

(ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,

provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Tax Amounts if a payment in respect of the Notes were then due.

Redemption for a Relevant At any time following the occurrence of a Relevant Event, each Event ...... Noteholder will have the right, at such Noteholder’s option, to require the Issuer to redeem all but not some only of that Noteholder’s Notes on the Put Settlement Date at 101 per cent. of their principal amount (in the case of a redemption for a Change of Control) or 100 per cent. of their principal amount (in the case of a redemption for a Non-Registration Event), in each case, together with accrued interest to (but not including) such Put Settlement Date, as further described in Condition 5(c) (Redemption for a Relevant Event) of the Terms and Conditions of the Notes.

a“Change of Control” occurs when (i) Fujian State-owned Assets Supervision and Administration Commission of the State Council (福建省人民政府國有資產監督管理委員會) or Fujian Provincial Government or any other person or entity (directly or indirectly) wholly controlled by the central government of the PRC (each a “PRC Government Person”), together, ceases to Control the Issuer; or (ii) the Issuer consolidates with or merges into or sells or transfers all or substantially all of its assets to any other person or persons, acting together, except where such person(s) is/are Controlled, directly or indirectly by a PRC Government Person;

–6– “Control” means with respect to a Person (where applicable): (i) the ownership or control of not less than 80 per cent. of the issued share capital of such Person; or (ii) the possession, directly or indirectly, of the power to nominate or designate all members then in office of such Person’s board of directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise. For the avoidance of doubt, a Person is deemed to Control another Person so long as it fulfils one of the two foregoing requirements and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing;

a“Non-Registration Event” occurs when the Registration Condition has not been satisfied on or prior to the SAFE Registration Deadline;

“Registration Condition” means the receipt of the Registration Documents by the Trustee;

a“Relevant Event” means a Change of Control or a Non- Registration Event; and

“SAFE Registration Deadline” means the day falling 120 PRC Business Days after the Issue Date.

Redemption for Certain Events.... The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than five nor more than ten days’ notice to the Noteholders (the “Event Redemption Notice”) (which notice shall be irrevocable) at 100 per cent. of their principal amount, together with interest accrued to the Event Call Settlement Date if an Event occurs or will occur as a result of the Triggering Notification.

“Event” means any of the events set out under Condition 8(f)(iv) (Insolvency, etc.), Condition 8(g) (Winding up, etc.) or Condition 8(k) (Compulsory acquisition or seizure) occurs or will occur as a result of the Triggering Notification;

“Event Call Settlement Date” means the date on which the Notes shall be redeemed at the option of the Issuer as specified in the Event Redemption Notice, which shall not be more than 45 days after the date of the Triggering Notification; and

“Triggering Notification” means a notification, resolution, approval or any other similar notice from a PRC Government Person (whether issued to the Issuer or otherwise) in respect of which the Issuer has made a public announcement which will lead to or has resulted in the occurrence of an event set out under Condition 8(f)(iv) (Insolvency, etc.), Condition 8(g) (Winding up, etc.) or Condition 8(k) (Compulsory acquisition or seizure).

–7– Events of Default...... Upon the occurrence of certain events as described in Condition 8 (Events of Default) of the Terms and Conditions of the Notes, the Trustee at its discretion may and, if so requested in writing by Noteholders of at least one quarter of the aggregate principal amount of the outstanding Notes or if so directed by an Extraordinary Resolution, shall (subject to the Trustee having been indemnified and/or provided with security and/or pre-funded to its satisfaction) give written notice to the Issuer declaring the Notes to be immediately due and payable, whereupon the Notes shall become immediately due and payable at their principal amount or premium (if any) together with accrued interest (if any) without further action or formality.

Cross-Acceleration ...... The Notes will contain a cross-acceleration provision as further described in Condition 8(c) (Cross-Acceleration of the Issuer or Subsidiary) of the Terms and Conditions of the Notes.

Clearing Systems...... The Notes will be represented by beneficial interests in the Global Note Certificate in registered form, which will be registered in the name of a nominee of, and deposited on or about the Issue Date with, MOX. Beneficial interests in the Global Note Certificate will be shown on, and transfers thereof will be effected only through, records maintained by MOX.

GIIN...... X309AU.99999.SL.446

ISIN...... MO000A3KS070

Governing Law...... English law.

Trustee ...... Luso International Banking Limited

Principal Paying Agent, Luso International Banking Limited Registrar and Transfer Agent ...

Listing...... Application will be made to the MOX for the listing of the Notes by way of debt issues to Professional Investors only. Admission to the listing of the Notes on the MOX shall not be taken as an indication of the merits of the Issuer or the Notes. The Issuer intends to apply for the listing of the Notes on the MOX after the Issue Date.

Use of Proceeds ...... See “Use of Proceeds.”

Further Issues...... The Issuer may from time to time, without the consent of the Noteholders and in accordance with the Trust Deed, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the issue date, the first payment of interest and the timing to perform and complete the Foreign Debt Registration) so as to be consolidated into and form a single series with the Notes, as further described in Condition 14 (Further Issues) of the Terms and Conditions of the Notes.

Selling Restrictions ...... For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of offering material in the United States, the United Kingdom, Hong Kong, the PRC, Singapore, Japan and Macau. See “Subscription and Sale”.

–8– SUMMARY FINANCIAL INFORMATION OF THE GROUP

The summary consolidated financial information of the Group as at and for the years ended 31 December 2018, 2019 and 2020 set forth below is derived from and should be read in conjunction with the Audited Financial Statements, including the notes thereto and the auditor’s reports in respect of the years ended 31 December 2018, 2019 and 2020, which are included elsewhere in this Offering Circular.

The audited consolidated financial statements of the Group as at and for the years ended 31 December 2018, 2019 and 2020 have been prepared in accordance with the PRC GAAP. The Audited Financial Statements have been audited by Huaxing.

Certain financial information of the Issuer as at and for the year ended 31 December 2018 was reclassified in the Issuer’s consolidated financial statements as at and for the year ended 31 December 2019, as a result of the Circular on Revising and Issuing the Financial Statement Form of General Enterprise in 2019 (CK [2019] No. 6) issued by the MOF on 30 April 2019 and the Circular on Revising and Issuing the Consolidated Financial Statement Form (2019 Version) (CK [2019] No. 16), which amended the standard form of the general enterprise financial statements. In preparing the Issuer’s consolidated financial statements as at and for the year ended 31 December 2019, certain of the Issuer’s subsidiaries and significant affiliated businesses have adopted the New Financial Instrument Standards, each with effect from 1 January 2019. In addition, certain of the Issuer’s subsidiaries and significant affiliated businesses have adopted a number of new accounting standards, including Enterprise Accounting Standards No. 14 — Income and the New Financial Instrument Standards, each with effect from 1 January 2020. As a result of the above, certain financial information of the Issuer as at and for the years ended 31 December 2018, 2019 and 2020, respectively, may not be directly comparable. For more information, please refer to note 5 “Accounting Policy, Accounting Estimate Changes and its Influence” to the Audited Financial Statements.

–9– Consolidated Balance Sheet

As at 31 December 2018 2019 2020 (Audited) (Audited) (Audited) (RMB) Current assets Cash and cash equivalents ...... 13,959,859,638.32 14,482,956,314.11 16,308,348,409.43 Financial assets at fair value through profit or loss...... 52,478,615.52 90,278,746.53 44,309,761.98 Notes receivable ...... 66,717,182.14 11,746,823.28 79,408,557.28 Trade receivables ...... 984,926,086.13 987,015,772.93 1,483,133,581.70 Advances to suppliers ...... 334,642,414.68 205,959,111.79 224,925,984.99 Insurance premium receivable...... 11,508,010.80 20,625,334.50 53,206,797.52 Due from reinsurers ...... 5,552,479.40 8,040,521.28 6,846,741.40 Other receivables ...... 3,460,984,090.17 1,996,383,959.92 2,036,937,016.45 Including: dividends receivable ...... 147,457,710.29 11,388,999.69 8,731,874.06 Inventories ...... 300,240,630.82 541,485,542.57 437,062,249.53 Including: Raw materials ...... 69,158,642.65 218,867,348.08 68,581,410.09 Goods in stock (finished goods) ...... 28,465,626.59 1,656,040.25 2,792,995.67 Contract assets ...... – – 979,553.91 Assets held for sale ...... – 242,806.45 – Non-current assets due within one year ...... 461,070,720.81 607,831,237.01 828,078,260.43 Other current assets ...... 557,102,998.76 780,380,470.80 984,736,023.26 Total current assets...... 20,195,082,867.55 19,732,946,641.17 22,487,972,937.88 Non-current assets: Available-for-sale financial assets...... 47,965,218,965.74 52,487,112,465.07 53,965,477,765.21 Held-to-maturity investment ...... 2,741,629.80 – – Long-term receivables...... 26,984,351,780.70 1,985,916,616.57 1,973,114,905.35 Long-term equity investments...... 24,460,468,482.95 26,891,392,890.92 28,007,934,432.04 Other equity instrument investments...... – 341,846.76 – Investment properties...... 359,142,048.67 291,666,325.21 277,869,986.94 Fixed assets ...... 5,281,747,400.63 6,028,932,437.19 8,639,689,036.91 Including: Original book value ...... 11,570,688,249.56 11,949,002,325.68 15,358,100,170.74 Accumulated depreciation...... 5,385,536,507.33 5,142,554,571.68 5,707,106,628.62 Provision for impairment ...... 903,985,925.31 784,797,323.29 1,012,595,846.42 Construction in progress ...... 5,077,980,196.40 6,776,240,864.13 7,169,768,185.76 Intangible assets...... 1,180,725,811.66 1,672,671,157.10 1,728,729,600.67 Goodwill ...... 16,915,102.11 16,481,088.74 16,481,088.74 Long-term prepaid expenses ...... 47,632,228.95 107,574,473.47 99,995,731.78 Deferred tax assets...... 278,722,075.62 262,132,545.35 315,932,700.93 Other non-current assets ...... 2,760,095,599.09 2,558,514,159.89 2,472,790,512.47 Total non-current assets...... 114,415,741,322.32 99,078,976,870.40 104,667,783,946.80 Total assets ...... 134,610,824,189.87 118,811,923,511.57 127,155,756,884.68

–10– As at 31 December 2018 2019 2020 (Audited) (Audited) (Audited) (RMB) Current liabilities: Short-term borrowings ...... 4,205,854,196.80 3,429,511,138.39 1,991,038,807.15 Notes payable ...... 10,000,000.00 90,000,000.00 24,078,682.46 Trade payables ...... 1,868,665,823.50 2,458,861,573.36 2,858,407,144.18 Advances from customers ...... 182,114,111.38 252,954,275.37 293,337,475.66 Contract liabilities ...... – – 106,974,796.53 Employee benefits payable ...... 140,536,127.44 102,504,944.74 95,046,313.64 Including: Salary payable ...... 94,718,457.75 62,684,129.86 56,039,999.40 Welfare expense payable...... 141,068.20 119,703.28 336,656.00 Tax and surcharge payable...... 203,052,297.71 159,716,778.08 253,870,115.52 Including: Tax payable...... 199,321,977.04 158,372,788.14 251,483,094.08 Other payables ...... 1,744,055,407.42 1,572,555,349.09 1,975,382,288.21 Including: dividends payable ...... – 1,610,840.82 1,610,840.82 Reinsurance accounts payable...... 8,057,535.20 14,464,159.66 26,204,461.40 Non-current liabilities due within one year...... 6,170,317,549.01 13,276,385,726.69 14,654,255,638.33 Other current liabilities...... 1,006,232,830.94 256,628.39 10,511,372.00 Total current liabilities ...... 15,538,885,879.40 21,357,210,573.77 22,289,107,095.08 Non-current liabilities: Insurance contract reserves ...... 346,655,293.21 224,098,218.82 279,510,622.38 Long-term borrowings...... 16,925,122,057.01 17,823,090,547.61 22,569,577,947.09 Bonds payable...... 21,432,350,170.34 19,989,353,923.89 16,730,756,866.20 Long-term payables...... 28,629,081,101.78 2,974,517,994.04 6,152,027,946.12 Long-term employee benefits payable ...... 10,779,378.04 8,821,950.59 7,433,210.30 Provisions ...... 37,343,955.72 43,503,264.58 90,163,400.11 Deferred income ...... 92,712,342.17 102,403,849.34 91,948,341.79 Deferred tax liabilities ...... 671,992,694.61 1,139,855,732.03 1,284,157,666.05 Other non-current liabilities...... 386,848,042.07 402,631,733.95 398,791,756.06 Total non-current liabilities...... 68,532,885,034.95 42,708,277,214.85 47,604,367,756.10 Total liabilities...... 84,071,770,914.35 64,065,487,788.62 69,893,474,851.18 Owners’ equity (or shareholders’ equity): Paid-in capital (or share capital)...... 10,000,000,000.00 10,000,000,000.00 10,000,000,000.00 State-owned capital...... 10,000,000,000.00 10,000,000,000.00 10,000,000,000.00 Paid-in capital (or share capital), net...... 10,000,000,000.00 10,000,000,000.00 10,000,000,000.00 Capital reserve ...... 23,183,396,105.54 24,160,825,822.07 25,069,703,729.31 Other comprehensive income...... 1,115,113,629.18 2,471,957,217.16 2,372,052,149.05 Including: Foreign currency translation difference ...... -120,729,364.15 -108,752,723.11 -145,741,123.88 Special reserve...... 14,935,853.42 18,620,106.35 21,294,357.20 Surplus reserve ...... 1,227,058,257.93 1,281,841,756.60 1,375,834,187.25 Including: statutory surplus reserve ...... 1,227,058,257.93 1,281,841,756.60 1,375,834,187.25 General risk reserve...... 53,115,671.56 53,360,047.37 62,373,339.00 Undistributed profit ...... 10,040,491,389.59 11,551,856,033.77 12,865,410,005.92 Shareholders’ equity attributable to the parent. 45,634,110,907.22 49,538,460,983.32 51,766,667,767.73 Non-controlling interests...... 4,904,942,368.30 5,207,974,739.63 5,495,614,265.77 Total shareholder’s equity ...... 50,539,053,275.52 54,746,435,722.95 57,262,282,033.50 Total liabilities and owners’ equity ...... 134,610,824,189.87 118,811,923,511.57 127,155,756,884.68

–11– Consolidated Income Statement

Year ended 31 December 2018 2019 2020 (Audited) (Audited) (Audited) (RMB) 1. Total operating incomes ...... 5,400,543,418.42 4,366,414,592.21 5,110,929,594.29 Including: Operating revenue ...... 5,318,614,966.30 4,271,829,858.03 4,960,516,237.28 Interest income...... 34,719,481.74 27,746,489.96 28,110,876.56 Earned premium ...... 47,208,970.38 66,838,244.22 122,302,480.45 2. Total operating costs ...... 6,356,522,786.09 5,403,178,715.52 5,557,167,467.03 Including: Operating costs...... 4,146,482,035.39 3,370,007,964.95 3,340,083,956.36 Fee and commission expenses ...... 27,225,045.47 37,938,508.05 58,000,412.36 Net claims paid ...... 6,728,151.76 7,560,298.71 14,332,091.51 Net appropriation for insurance contracts reserves... -2,350,069.26 -4,746,979.08 16,315,961.10 Reinsurance expenditures ...... 4,589,084.72 6,979,758.39 12,221,573.50 Taxes and surcharges...... 60,761,245.90 42,768,437.18 48,422,102.61 Selling expenses ...... 109,993,647.51 119,021,287.17 121,589,226.69 Administration expenses...... 526,248,029.75 558,966,689.37 554,857,407.43 Research and development expenses ...... 7,294,212.82 2,467,754.56 594,347.24 Financial expenses...... 1,469,551,402.03 1,262,214,996.22 1,390,750,388.23 Including: Interest expenses ...... 1,665,045,084.59 1,607,934,284.14 1,761,696,519.68 Interest incomes ...... 213,614,081.85 362,251,261.25 381,447,803.71 Foreign exchange losses, net (gains expressed with “-”) ...... 6,247,121.12 2,789,073.91 721,792.89 Add: Other income...... 48,804,901.02 247,585,512.97 55,038,127.93 Investment income (losses expressed with “-”) ...... 3,178,077,306.22 3,414,110,040.62 3,880,780,691.02 Including: Investment income from associates and joint ventures ...... 1,458,134,899.21 2,181,732,758.50 2,003,506,615.32 Foreign exchange gains (losses expressed with “-”). 3,277,983.02 1,168,715.55 -4,539,358.85 Gains from changes in fair value (losses expressed with “-”) ...... -23,269.32 -1,207,638.05 -553,495.67 Credit impairment losses (losses expressed with “-”) ...... – 560,035.77 -20,709,996.83 Assets impairment losses (losses expressed with “-”) ...... -89,406,480.46 23,564,375.08 -593,864,254.73 Gains on disposal of assets (losses expressed with “-”) ...... 16,278,379.50 28,125,897.00 -11,903,213.14 3. Operation profits (“-” indicates the loss)...... 2,201,029,452.31 2,677,142,815.63 2,858,010,626.99 Add: Non-operating income ...... 72,692,575.47 18,019,965.33 4,610,889.85 Including: Government Grants ...... 174,200.00 350,000.00 270,000.00 Less: Non-operating expenses ...... 15,114,139.11 266,015,430.17 259,826,191.13 4. Total profit (loss expressed with “-”) ...... 2,258,607,888.67 2,429,147,350.79 2,602,795,325.71 Less: Income tax expenses ...... 185,554,175.45 200,968,819.27 235,385,428.44 5. Net profit (net loss expressed with “-”) ...... 2,073,053,713.22 2,228,178,531.52 2,367,409,897.27 5.1 Attributable to ...... Owners (Or Shareholders) of the Company...... 1,751,710,056.97 1,923,612,696.44 1,993,861,871.10 *Non-controlling interests ...... 321,343,656.25 304,565,835.08 373,548,026.17 5.2 Classified by continuing and discontinued operations ...... – – – Net profit from continuing operations ...... 2,073,053,713.22 2,228,178,531.52 2,367,409,897.27 Net profit from discontinued operations...... – – –

–12– Year ended 31 December 2018 2019 2020 (Audited) (Audited) (Audited) (RMB) 6. Other comprehensive income, net of income tax...... -2,037,460,885.04 1,386,013,531.24 -152,243,309.65 Attributable to shareholders of the parent ...... -2,118,937,853.68 1,410,126,247.39 -67,066,090.12 A. Items that will not be reclassified subsequently to profit or loss...... – -8,162,177.68 -9,837,380.96 1. Remeasurement of defined benefit liability/(asset) ...... – – – 2. Other comprehensive income that cannot be reclassified to profit or loss under equity method ...... – 12,245,584.91 -9,563,903.55 3. Equity instrument designated at fair value through other comprehensive income — Changes in fair value ...... – -20,407,762.59 -273,477.41 4. Own credit risk — Changes in fair value ...... – – – 5. Others...... – – – B. Items that may be reclassified subsequently to profit or loss ...... -2,118,937,853.68 1,418,288,425.07 -57,228,709.16 1. Other comprehensive income that can be reclassified to profit or loss under equity method ...... 441,424,950.55 136,790,582.76 -354,470,011.37 2. Debt instrument measured at fair value through other comprehensive income — Changes in fair value ...... – – – 3. Gains or losses on changes in fair value of available-for-sale financial assets ...... -2,544,995,470.09 1,269,521,201.27 334,229,702.98 4. Other comprehensive income from reclassification of financial assets...... – – – 5. Gains or losses on reclassification of held-to- maturity investments to available-for-sale financial assets...... – – – 6. Debt instrument measured at fair value through other comprehensive income — Credit loss allowance...... – – – 7. Cash flow hedge reserve (Effective portion of gains or losses on cash flow hedge) ...... – – – 8. Translation differences of financial statements presented in foreign currencies ...... -15,367,334.14 11,976,641.04 -36,988,400.77 9. Others...... – – – *Attributable to non-controlling interests...... 81,476,968.64 -24,112,716.15 -85,177,219.53 7. Total comprehensive income ...... 35,592,828.18 3,614,192,062.76 2,215,166,587.62 Attributable to owners (Or shareholders) of the Company...... -367,227,796.71 3,333,738,943.83 1,926,795,780.98 *Attributable to non-controlling interests...... 402,820,624.89 280,453,118.93 288,370,806.64

–13– RISK FACTORS

An investment in the Notes is subject to a number of risks. Prior to making any investment decision, investors should carefully consider all of the information contained in this Offering Circular, and, in particular, the risks and uncertainties described below. The following describes some of the significant risks relating to the Group, its business, the market in which the Group operates, and the Notes. Some risks may be unknown to the Issuer, and other risks, currently believed to be immaterial, could, in fact, be material. Any of these could materially and adversely affect the business, financial condition, results of operations or prospects of the Group or the value of the Notes. The Issuer believes that the risk factors described below represent the principal risks inherent in investing in the Notes, but the ability of the Issuer to pay interest, principal or other amounts on or in connection with any Notes may be affected by some factors that may not be considered as significant risks by the Issuer based on information currently available to it or which it is currently unable to anticipate. All of these factors are contingencies which may or may not occur, and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. This Offering Circular also contains forward-looking statements that involve risks and uncertainties. The actual results of the Group could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this Offering Circular.

The Issuer does not represent that the statements below regarding the risk factors are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular and reach their own views prior to making any investment decision.

RISKS RELATING TO THE GROUP AND ITS BUSINESSES

The Group’s business, financial condition, results of operations and prospects are heavily dependent on the level of economic development Fujian Province and the overall growth of the PRC economy as well as the applicable supporting policies.

The Fujian SASAC is the ultimate beneficial owner of the Group and holds 100 per cent. equity interest in the Group1. Facilitated by favourable policies as one of the key enterprises supervised by the Fujian Provincial Government, the Group is the largest state-owned comprehensive investment company in Fujian Province and holds a leading position in the area of state-owned assets investment and operations. The Group’s operations span across a wide range of businesses, including power supply, water supply and treatment, liquid natural gas (“LNG”)-based gas supply, railway investment, finance and other financial services and other businesses, primarily in Fujian Province. As a result, the operating income of the Group is vulnerable to the impacts of future changes or discontinuance of any national and local policies in the relevant industries.

In the past three years, the gross domestic product (“GDP”) of Fujian Province consistently ranked top 10 amongst all provincial level administrative divisions in the PRC. In 2020, Fujian Province recorded a year-on-year growth of GDP of 3.3 per cent., which is one percentage point over the nation’s average growth rate. On the other hand, a slowdown in the growth of China’s GDP in recent years has raised a concern that the historic rapid growth of the PRC economy may not be sustainable. The year-on-year growth of 2.3 per cent. in 2020 was the lowest growth rate in the previous 30 years, according to the statistics released by the National Statistics Bureau of the PRC, primarily due to the impact of the coronavirus disease (“COVID-19”), particularly in the first half of 2020. The national economic condition of the PRC has a material effect on the performance of regional economies in the PRC. See also “— Risks Relating to the PRC — PRC economic, political and social conditions as well as government policies could adversely affect the Group’s business” for more details.

1 In January 2020, Fujian Provincial Government resolved to transfer 10 per cent. of equity interest in the Issuer held by the Fujian SASAC to the Bureau of Finance of Fujian Province (福建省財政廳) in order to enrich the social insurance fund of Fujian Province, with 31 December 2019 as record date for the transfer. As at the date of this Offering Circular, the share transfer is in progress.

–14– There can be no assurance that the level of economic activity of Fujian Province will continue to grow at a steady pace, or at all, and it remains unclear how the economic development in Fujian Province will be affected by a perceivable slowdown in the growth of the PRC economy. In event of any unfavourable developments, the Group’s business, financial condition, results of operations and prospects may be adversely affected.

The Group may be adversely affected by fluctuations in the global economy and financial markets.

The Group’s activities and results are substantially affected by general global economic conditions. The outlook for the world economy and financial markets remains uncertain. For example, in Europe, several countries have been facing difficulties in refinancing sovereign debt. In addition, the United Kingdom formally withdrew from the European Union (“Brexit”) with the Brexit transition period ended on 31 December 2020. Brexit is expected to continue to create mid-to long-term economic uncertainty to not only the economies of the United Kingdom and the European Union but also globally. In Asia and other emerging markets, some countries are expecting increasing inflationary pressure as a consequence of liberal monetary policy or excessive foreign fund inflow and outflow, or both. In the Middle East, Eastern Europe and Africa, political unrest in various countries has resulted in economic instability and uncertainty.

In addition, the recent trade tension between the U.S. and China has brought and may continue to bring uncertainty to global markets and to a certain extent, has impacted businesses and financial market sentiment, influenced financial market volatility, and slowed investment and trade. Starting in March 2018, the United States imposed tariffs on steel and aluminium imports from China, and later on 6 July 2018, the United States imposed 25 per cent. tariffs on U.S.$34 billion worth of Chinese goods as part of President Donald Trump’s tariffs policy. In turn, the PRC responded with similarly sized tariffs on United States’ products. Significant further tariffs have been imposed by both countries since then. In January 2020, China and the United States signed the first stage of trade deal, which, among other things, included a rollback by the United States of some existing tariffs. However, significant tariffs remain and it is unclear how much economic relief the first stage of trade deal will offer. In July 2020, the United States imposed sanctions on certain Chinese companies from purchasing U.S. technology and products without a special license. In August 2020, the United States further determined that certain Chinese firms are allegedly owned or controlled by the Chinese military. It remains unclear whether the United States will impose further sanctions on more Chinese companies in the future.

In addition, any trade restrictions, sanctions, embargoes, boycotts, trade measures, exchange controls, currency fluctuations, labour strikes, trade disputes, weather patterns, epidemics, terrorism, changes in seaborne and other transportation patterns, and natural disasters may have an adverse effect and cause continuing uncertainty for the overall prospects of the global economy and financial markets.

Further, the COVID-19 pandemic has resulted in a number of countries declaring a state of emergency and a number of countries, including the PRC, Japan, the United States, members of the European Union and the United Kingdom, imposing extensive business and travel restrictions with a view to containing the pandemic. Widespread reductions in consumption, industrial production and business activities arising from the COVID-19 pandemic have significantly disrupted the global economy and have led to significant volatility in the global markets across all asset classes, including stocks, bonds, oil and other commodities and this volatility may persist in the near future. See also “— Risks Relating to the Group and its Businesses — The Group’s operations are subject to force majeure events, natural disasters and outbreaks of contagious diseases.” for more details.

The PRC economy is sensitive to global economic conditions, and it is impossible to predict how the PRC economy will develop in the future and whether it may slow down due to a global crisis or experience a financial crisis. Instability in the global economy may ultimately have a material adverse impact on the Group’s business, financial condition and results of operations.

–15– Significant indebtedness may restrict the Group’s business activities and increase the Group’s exposure to various operational risks.

The Group relies on bank loans and other borrowings and proceeds from bond issuances to satisfy a portion of its financing requirements and the Group has had a significant amount of outstanding indebtedness. As at 31 December 2018, 2019 and 2020, the Group’s total indebtedness (comprising short-term borrowings, notes payable, non-current liabilities due within one year, long-term borrowings and bonds payable) was approximately RMB48.7 billion, RMB54.6 billion and RMB56.0 billion, respectively, representing 36.2 per cent., 46.0 per cent. and 44.0 per cent. of the Group’s total assets as at the respective dates.

The Group had net current liabilities as at 31 December 2019 and there is no assurance that this will not recur in the future. A net current liabilities or position exposes the Group to the short-term liquidity risks, which in turn would require the Group to seek adequate financing from sources which may not be available on terms favourable or commercially reasonable to the Group or at all. Any difficulty or failure to meet the Group’s liquidity needs as and when needed can have a material adverse effect on the Group’s business, financial condition and results of operations.

Substantial indebtedness could impact on the Group’s businesses in a number of ways, including:

• requiring the Group to dedicate part of its operating cash flow to service its indebtedness;

• increasing the Group’s finance costs, thus affecting the overall profits of the Group;

• limiting the Group’s flexibility in planning for or responding to changes in the Group’s businesses and the industries in which it operates;

• limiting, together with the financial and other restrictive covenants of the Group’s indebtedness, among other things, the Group’s ability to borrow additional funds; and

• increasing the Group’s vulnerability to adverse general economic and industry conditions.

As the Group’s business scale continues to grow, its financing requirement and its reliance on external financing may continue to increase. The Group’s financial performance and operating results may be materially and adversely affected if its cash flows and financing are insufficient to fund its debt service obligations. Failure to service the Group’s debt could result in the imposition of penalties, including increases in rates of interest that the Group pays on its legal actions against the Group by its creditors, or bankruptcy.

The Group has a relatively high level of other receivables.

As at 31 December 2018, 2019 and 2020, the other receivables owed to the Group amounted to RMB3.5 billion, RMB2.0 billion and RMB2.0 billion, respectively, which represented 17.1 per cent., 10.1 per cent., and 9.1 per cent., respectively, of the Group’s total current assets as at the same dates. The receivables mainly comprise current accounts incurred in the Group’s business activities with other enterprises and relocation compensation for railway projects from the local governments of the regions where the railways pass through, for which the Group believes the risk of default is low. However, there is no assurance as to timely collection of receivables should there be a change in policies or settlement methods vis-à-vis the paying parties. The long-term presence of large amount of other receivables may affect the Group’s overall fluidity of assets and efficiency of funds, and may exert pressure on the Group’s cash flow and in turn have a material adverse impact on the Group’s business, financial condition and results of operations.

–16– The Group relies heavily on investment income and has historically experienced low profitability and fluctuations in operating cash flows.

The Group’s profitability relies heavily on its investment income from the Group’s investments in finance and various other industries. The Group’s investment income primarily comprises income from long-term equity investment and the holding and disposal of available-for-sale financial assets, which are accounted using equity method. For the years ended 31 December 2018, 2019 and 2020, the Group recorded investment income in the amount of RMB3.2 billion, RMB3.4 billion and RMB3.9 billion, respectively, representing 144.4 per cent., 127.5 per cent. and 135.8 per cent. of the Group’s operating profit for the respective years.

The Group has also experienced relatively low profitability as a result of its reliance on investment income and the low profitability of certain of the Group’s businesses such as the public welfare-oriented businesses and the railway investment business. For the years ended 31 December 2018, 2019 and 2020, the Group’s return on total assets2 was 3.1 per cent., 3.2 per cent. and 3.6 per cent., respectively, and its return on net assets3 was 4.1 per cent., 4.2 per cent. and 4.2 per cent., respectively.

During the past three years, the Group has also experienced fluctuations in operating cash flows. For the years ended 31 December 2018, 2019 and 2020, the Group’s net cash flow from operating activities was RMB1.2 billion, RMB1.3 billion and RMB2.7 billion, respectively. The fluctuation in operating cash flows may affect the Group’s cash position and in turn affect its ability to service its debts.

If the overall profitability of the Group’s operations continues to fluctuate and remains at a relatively low level, it will have a material adverse impact on the Group’s business, financial condition and results of operations.

The Group faces impairment risks as a result of volatility in the capital markets and the macroeconomy.

The Group’s investment is affected by the volatility of the capital markets. For example, the fair value of the Group’s financial assets fluctuates in response to the movements in the capital markets. Any prolonged downward pressure in the capital markets may adversely affect the value and fair value of the Group’s assets, in particular the financial assets held by it and may incur impairment lost. In addition, as the Group makes long-term equity investment in enterprises across industries, any slowdown in the macroeconomy may affect the performance of such investees and in turn affect the investment income generated by the Group’s from its long-term equity investment. Any of the foregoing may have a material adverse impact on the Group’s business, financial condition and results of operations.

The Group faces risks relating to restricted assets.

The Group’s borrowings may be secured. Third-party security rights may limit the Group’s use of the underlying collateral assets and adversely affect its operational efficiency. As at 31 December 2020, the book value of the Group’s restricted assets were at RMB3.4 billion, representing 2.6 per cent. of the Group’s total assets and 5.9 per cent. of its net assets as at the same date. The Group’s restricted assets consist of monetary funds, accounts receivable, available-for-sale financial assets, long-term receivables, long-term equity investments, fixed investments and intangible assets, which are restricted primarily as loan collaterals to lending banks. In the event of default, the assets provided as security for such debts may be subject to foreclosure, and the proceeds from the sales of the restricted assets will be used to pay off these loans prior to other unsecured creditors such as the Noteholders. In addition, the presence of restricted assets may also limit the Group’s capacity to obtain future financing on favourable terms which could result in a material adverse effect on the Group’s business, financial condition and results of operations.

2 Return on total assets = net profit + interest expenses/average total assets.

3 Return on net assets = total profit/average net assets.

–17– The Group faces risks relating to high level of retained profit.

The Group has historically recorded a high level of retained profit. As at 31 December 2018, 2019 and 2020, the retained profit of the Group was RMB10.0 billion, RMB11.6 billion and RMB12.9 billion, respectively, representing 19.9 per cent, 21.1 per cent. and 22.5 per cent. of the Group’s equity. However, there is no assurance that the Group will be able to maintain a high level of retained profits. In the case the shareholders of the Issuer raise the level of profit distribution in the future, the Group’s asset scale and liquidity may be adversely affected, which may in turn have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group has a relatively high level of external guarantees.

As at 31 December 2018, 2019 and 2020, the balance of the Issuer’s external guarantee was approximately RMB8.7 billion, RMB10.5 billion and RMB11.6 billion, respectively, and the balance of external guarantee (including guarantees and re-guarantees) of the Issuer’s subsidiary Fujian Mintou Investment, Financing and Re-Guarantee Co., Ltd. (福建省閩投融資再擔保有限責任公司) (formerly known as Fujian Small- and Medium-Sized Enterprises Credit Re-Guarantee Co., Ltd. (福建省中小企業信用再擔保有限責任公司)) was RMB3.4 billion, RMB5.2 billion and RMB10.8 billion, respectively, and the balance of external guarantees of Fujian Financing and Guarantee Co., Ltd. (福建省融資擔保有限責任公司) was RMB96.0 million, RMB77.0 million and RMB152.0 million. The external guarantees and re-guarantees of the Issuer and its subsidiaries covers various enterprises and industries and are policy-oriented guarantees and re-guarantees. In recent years, under the impact of volatilities in macroeconomy and the COVID-19 pandemic, a small number of enterprises for which certain members of the Group provide external guarantee experienced operational difficulties, which may in turn trigger the guarantees. There is no assurance that the payment obligations of the Issuer or its subsidiaries as guarantors under the external guarantees will not continue to be triggered in the future and if triggered, such incidences may have an adverse effect on the Group’s business, financial condition and results of operations.

The Group has recorded substantial expenses.

For the years ended 31 December 2018, 2019 and 2020, Group incurred expenses (including selling expenses, administrative expenses and financial expenses) in the amount of RMB2.1 billion, RMB1.9 billion and RMB2.1 billion, respectively, representing 39.6 per cent., 45.4 per cent. and 41.7 per cent., respectively of the Group’s operating income for the same years, amongst which financial expenses were the most significant. The existence of substantial expenses may affect the Group’s profitability and ability to service its debts, which in turn will have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group may not be successful in integrating and managing future investments and its expansion into new areas.

While segments like power supply, gas supply, water supply and treatment and finance and financial services provide relatively stable investment income for the Group, the Group’s other businesses are in an early stage of development and the Group may expand its investments in new businesses as part of its future business plans and strategies. However, there can be no assurance that the Group can successfully achieve strategic objectives for its investments in the new businesses and reach anticipated levels of profitability. The Group may face difficulties during the expansion, including:

• diversion of management’s attention from the Group’s existing businesses;

• difficulties in integrating acquired businesses or investments into the Group’s existing operations, which may prevent it from achieving, or may reduce anticipated synergies;

• increases in the Group’s expenses and working capital requirements, which may reduce its return on invested capital;

–18– • increases in debt, which may increase the Group’s financing costs as a result of higher interest payments;

• difficulties of expanding into different markets and challenges of operating in markets and industries that the Group does not have substantial experience in; and

• exposure to unanticipated contingent liabilities to acquired businesses.

The Group’s business requires significant capital expenditures and turnover period of such expenditures is relatively long.

Certain of the Group’s businesses, such as power supply and railway investment, which usually involve a number of ongoing construction projects and are capital intensive. For instance, for the year 2021, the Group has planned investment of approximately RMB14.3 billion in various projects, including wind power projects, railway projects and LNG terminal projects in Fujian Province. The working capital requirements and capital expenditure were financed partly from government support in the form of capital injection and partly from a combination of the Group’s internal cash flow from operations and its external financing through various channels, such as bank borrowings and debt securities issuances. Large amount of capital is needed to complete ongoing construction projects. Taking the future expansion of the Group’s businesses into consideration, the Group will continue to have significant capital expenditure demands in the foreseeable future, requiring substantial external financing.

The Group’s ability to obtain external financing in the future and the cost of such financing are subject to a variety of uncertainties, there can be no assurance that the Group can obtain sufficient financing on terms favourable to the Group. If the Group is unable to obtain financing on a timely basis and at a reasonable cost, it may not be able to undertake new projects or implement such projects as planned. This would further extend the turnover period of the Group’s operating costs and restrict the Group’s ability to grow and, over time, may reduce the quality and reliability of the services provided by the Group and adversely affect the Group’s business, results of operations and financial condition.

The Group may not be able to complete its projects on time or at all.

In the Group’s current business model, significant capital expenditure and ongoing costs such as material, equipment and labour costs are primarily funded by the Group’s own funding and external financing. As at 31 December 2020, the balance of construction in progress of the Group amounted to RMB7.2 billion. Payment collection period of the Group’s construction projects is relatively long. It usually takes several years after the commencement of construction before a project generates positive cash flows through, sales, letting or buy-backs by the government after completion of construction. Therefore, any delays or failure to complete construction of a project may increase the Group’s cash flow pressure and could have a material adverse effect on the Group’s business, financial condition and results of operations.

The progress and costs of construction projects may be materially and adversely affected by many factors, including:

• delays in obtaining necessary licences, permits or approvals from PRC Government agencies or authorities;

• changes in property market conditions;

• changes in PRC Government policies, regulations and/or measures;

• relocation of existing residents and/or demolition of existing structures;

• shortages or increased costs of materials, equipment, contractors and skilled labour;

–19– • labour disputes;

• construction accidents; and

• adverse weather conditions or natural disasters.

There can be no assurance that the Group will not experience delays or failures to complete constructions according to its planned specifications, schedules or budgets as a result of the above or any other factors, or that the Group will not be subject to any liabilities for any such delays. In addition, any delays or defaults in the buy-back or other payments by the governmental authorities to the Group may also affect its working capital and cash flow.

The Group’s business is subject to concentration risks.

Certain of the Group’s primary business segments are public-welfare oriented and focused on Fujian Province, which results in the Group having a higher business concentration risk compared with other companies which have business interests that are more diverse in terms of sector and geography. For example, for the year ended 31 December 2020, the top five customers contributed to 52.4 per cent. of the Group’s LNG sales, for the same year, State Grid Fujian Electric Power Co. Ltd. (國網福建省電力有限公司), as the largest customer of the Group’s wind power business, accounted for 85.0 per cent. of the Group’s wind power sales.

Such concentration exposes the Group to concentration risk, and the Group’s business may therefore be significantly impacted by any adverse event affecting the public welfare-oriented business sectors in Fujian Province, or even the PRC in general, which may have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group’s businesses are subject to, and could be negatively affected by relevant laws, regulations and guidelines of governmental authorities.

The prices of public welfare-oriented services provided by the Group, such as its power supply, water supply and treatment, gas supply and policy-oriented guarantees businesses, are to a large extent subject to government pricing which are set by Fujian Provincial Government together with other local governmental authorities. In the foreseeable future, the prices of the Group’s public welfare-oriented businesses, especially the part for residential use, are expected to continue to be set by governmental authorities, which may have a material adverse effect on the Group’s level of profitability and the Group’s business, financial condition and results of operations.

Any decrease in demand, depending on the scope and duration, or any change of relevant laws, regulations and guidelines relating to the prices of the Group’s public welfare-oriented businesses may have a material adverse effect on the Group’s businesses, financial condition and results of operations.

The Group faces risks relating to related-party transactions.

The Issuer has transactions with related parties for purchase of goods and other aspects of its business operations. For the years ended 31 December 2018, 2019 and 2020, the amount of the Issuer’s related-party transactions amounted to RMB1.7 billion, RMB2.3 billion and RMB2.0 billion, respectively, of which RMB1.6 billion, RMB2.0 billion and RMB1.7 billion, respectively, was for purchase of LNG from CNOOC Fujian LNG Co., Ltd. (中海福建天然氣有限責任公司), which were conducted at market prices. However, if such related-party transactions fail to adhere to open market transaction principles, they may have a material adverse effect on the Group’s business, financial position and results of operations.

–20– The Group operates in businesses through a number of subsidiaries, and this business structure exposes the Group to challenges not faced by companies with a single or small number of businesses.

The Issuer was established in 2009 through the merger of four wholly state-owned enterprises, namely Fujian Investment and Development Co., Ltd. (福建投資開發總公司), Fujian Investment Enterprises Group Co., Ltd. (福建投資企業集團公司), Fujian Energy Investment Co., Ltd. (福建能源投資有限責任公司) and Fujian Provincial State-owned Assets Investment and Holding Co., Ltd. (福建省國有資產投資控股有限責任公司), all of which have different principal businesses and a number of investment projects. As a result, the Group’s operations are dispersed and span across a wide range of businesses, including power supply, water supply and treatment, gas supply, railway investment, and finance and financial services. Many of the businesses operated by the Group are still in an early stage of development and of limited scale and profitability. In addition, the Group also has operations in places outside of Fujian Province, for which the Group may not be familiar with the relevant market.

As such, the Group is exposed to risks associated with multiple businesses. The Group is exposed to business, market and regulatory risks relating to different industries and markets, and may from time to time expand its businesses to new industries and markets in which it has limited operating experience. As the Group continues to grow its businesses, the Group’s operations may become more complex. It needs to devote substantial resources to become familiar with, and monitor changes in, different operating environments so that it can succeed in its businesses. Any failure in the foregoing matters may have a material adverse effect on the Group’s business, financial condition and results of operations.

As an investment and holding company, the Issuer has only limited sources of funding in order to meet its debt obligations.

The Issuer is an investment and holding company operating its businesses mainly through its subsidiaries. As at 31 December 2020, the Group operates its business through 127 subsidiaries and also has minority interest in over 40 major investment projects operating in a variety of business domains. Accordingly, the Issuer has limited sources of funding available to it to service its debts and its ability to meet the obligations under its debt obligations and profitability relies to a large extent on the performance of the its subsidiaries, which mainly include dividends and repayments on intercompany loans received from its subsidiaries, as well as divestments of investment assets and obtaining external financing. Due to the Group’s large number of subsidiaries and projects, its successful operation requires an effective management and internal control system that emphasises proper authorisations, reliability and accountability of financial reporting, imposes financial and internal control disciplines on subsidiaries, and creates value-focused incentives for management. Given the Group’s size and large number of companies and projects, it may fail to respond timely to problems faced by the lower level subsidiaries.

With respect to dividends and repayments of intercompany loans from its subsidiaries, if a Group’s subsidiary incurs any debt, such debt may impair the Group’s subsidiary from distributing dividends or making other distributions to the Issuer ultimately. PRC laws require that dividends can only be paid out of the net profit calculated according to PRC GAAP and financial regulations in the PRC. In addition, PRC laws require the companies incorporated in the PRC to set aside part of their net profit as statutory reserves. These statutory reserves are not available for distribution as cash dividends. Such restrictions may have an adverse effect on the Issuer’s ability to service its debts and its ability to meet its debt obligations as the Issuer relies heavily on dividends distributions and repayments from its subsidiaries.

If the Issuer or any of its subsidiaries is unable to comply with the restrictions and covenants in their debt agreements, there could be a default under the terms of these agreements which could cause repayment of the Notes to be accelerated.

The Issuer and any other members of the Group may from time to time enter into debt agreements or issue debt securities in the ordinary course of their businesses. Some of such debt agreements contain restrictive covenants imposing operating and financial restrictions on the Group’s businesses, which require continued compliance. The continued compliance with these covenants depends on a number of factors including continuous covenant compliance monitoring and more stringent risk control. However, not all of these factors are within the Group’s control.

–21– In the event of a default under such debt agreements which are not rectifiable, or rectifiable but not rectified, the creditors could terminate their commitments to lend to the Issuer or its subsidiaries, accelerate the debt and declare all amounts borrowed due and payable or terminate the agreements, as the case may be. Some of the financing arrangements entered into by the Issuer or its subsidiaries contain cross-acceleration or cross-default provisions. As a result, a default under one debt agreement may cause the acceleration of not only such debt but also other debt, including the Notes, or result in a default under other debt agreements. If any of these events occur, there is no assurance that the Group’s assets and cash flow would be sufficient to repay in full all of such indebtedness, or that the Group would be able to find alternative financing on acceptable terms or at all.

The Group may not be able to execute successfully or fully its business strategy with respect to assets, projects or subsidiaries in which the Group has minority interests or does not have management control. For example, the Group participates in hydro power, thermal power, gas-fired power and nuclear power businesses through its minority-owned subsidiaries. The Group’s influence over such entities may be limited. The Group may fail to manage such assets or projects successfully. The Group’s involvements with such assets or projects are generally subject to the terms of applicable agreements and arrangements. The Group may not have any board representation, veto power or power to exercise control over the management, policies, business and affairs of certain of its subsidiaries in which the Group does not have majority interests or does not have management control. In the event that the Group cannot agree with other shareholders of the entities in which the Group has minority interests, or cannot agree with the decisions of the board of directors of the subsidiaries in which the Group does not have management control on their respective management decisions, this may result in a deadlock and may impede the further development of the relevant business in that they may delay or prevent critical decisions. In addition, the Group’s role as a non-controlling shareholder or a parent means it does not have management control in these companies. This may also have an adverse impact on the Group’s return on investment, as management or other shareholders of these companies might institute or undertake transactions, strategies, policies or programmes that result in a decrease in the value of these companies and, as a consequence, the Group’s return on investment. In addition, the Group’s results of operations could be materially and adversely affected if the Group takes any significant impairment charge on its investments in any such entity where such entity fails to perform financially as expected or otherwise.

The PRC Government has no obligations under the Notes.

The PRC Government (including the Fujian Provincial Government) is not an obligor and shall under no circumstances have any obligation arising out of or in connection with the Notes, in lieu of the Issuer. This position has been reinforced by the MOF Circular and Circular 706.

The PRC Government as the ultimate shareholder of the Issuer only has limited liability in the form of its equity contribution in the Issuer. As such, the PRC Government does not have any payment or other obligations under the Notes. The Notes are solely to be repaid by the Issuer as an obligor under the relevant transaction documents and as an independent legal person.

The Group may face uncertainty on profitability associated with its relationship with the Fujian Provincial Government and other public bodies.

The Group is one of the key enterprises supervised by the Fujian Provincial Government and the largest state-owned comprehensive investment company in Fujian Province. Fujian SASAC is the ultimate beneficial owner of the Group which holds 100 per cent. of its equity interest, therefore the Fujian Provincial Government is in a position to exert significant influence on the Group’s major business decisions and strategies, including the scope of its business activities, investment decisions and dividend policy. There can be no assurance that the Fujian Provincial Government would always take action that is in the Group’s best interests or that aims to maximise the Group’s profits. The Fujian Provincial

–22– Government may use its ability to influence the Group’s business and strategy in a manner which is beneficial to Fujian Province but which may not necessarily be in the Group’s best interests. The Fujian Provincial Government may also change its policies, intentions, preferences, views, expectations, projections, forecasts and opinions, as a result of changes in the economic, political and social environment as well as its projections of population and employment growth in Fujian Province and any such change may have a material effect on the Group’s business and prospects. Any amendment, modification or repeal of existing policies of the Fujian Provincial Government could result in a modification of the existing regulatory regime which in turn could have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

In addition, the Group faces risks associated with contracting with public bodies as it collaborates with, and relies on, the Fujian Provincial Government during its business operations. Although the Group currently maintains a close business relationship with the Fujian Provincial Government, there can be no assurance that such relationship will continue to prolong in the future. The Fujian Provincial Government may (i) be unable or unwilling to fulfil its contractual or other obligations; (ii) encounter financial difficulties; or (iii) have disputes with the Group as to the contractual terms or other matters. The Fujian Provincial Government and its controlled agencies or entities may not honour their contractual obligations in a timely manner, if at all, or may, without prior notice or consent from the Group, change existing policies and project plans in Fujian Province for reasons beyond the control of the Group, such as government budgeting. If any of these factors materialises, it may materially and adversely affect the business relationship between the Group and the Fujian Provincial Government, which may in turn materially and adversely affect the Group’s business, financial condition, results of operations and prospects.

There has been increased scrutiny of PRC public accountants, and there is no assurance that there will not be negative news about the Group’s independent auditors.

In recent years, as part of an effort to improve effective regulatory oversight, PRC regulators have increased their examinations of PRC public accountants. As a result, auditors in China have been subject to more frequent examinations. The CSRC’s investigations are mainly focused on the independence of the auditors, the appropriateness of the implementation of accounting standards, the adequacy of professional scepticism in the auditing process, and the reasonableness of the judgement made by the auditors. As an example, the Issuer’s current independent auditors, Huaxing, were previously fined by CSRC in connection with its provision of audit services to certain PRC companies. Huaxing has confirmed to the Issuer that its auditing work is not affected by the above incident and the audit reports included elsewhere in this Offering Circular are valid and effective. However, there can be no assurance that there will not be prolonged, broadened or new investigations against its independent auditors, or what the results or impact of the investigations will be. Furthermore, the can be no assurance that there would be no additional negative news about its independent auditors and that negative news about its auditors would not have a material adverse effect on the Group.

The Group’s business operations involve inherent industrial risk and occupational hazards.

Certain of the Group’s businesses, such as power supply, gas supply, water supply and treatment and railway investment, are exposed to inherent industrial risks as its operations involve the operation of heavy machinery that could lead to industrial accidents and personal injuries.

The Group from time to time reviews its internal guidance and implements new measures to enhance the awareness of employee safety. However, there can be no assurance that accidents will not occur in the future. The Group may experience interruptions in its operations and may be required to change the manner in which it operates as a result of governmental investigations or the implementation of safety measures due to accidents and may be subject to reputation risks. Any of the foregoing could have a material adverse effect on the business, financial condition and results of operations of the Group’s.

–23– The possible downturn of the global economic environment caused by COVID-19 could negatively affect the Group’s business operations and financial performance.

In December 2019, an outbreak of COVID-19 emerged, and over the following months it has spread to many countries and regions around the world. On 11 March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The ongoing COVID-19 pandemic has resulted in a number of countries declaring a state of emergency and a number of countries, imposing extensive business and travel restrictions with a view to containing the pandemic. In addition, COVID-19 pandemic has also led to significant volatility in the global markets across all asset classes and such volatility may persist for some time, which may in turn adversely affect the Group’s business. In particular, the COVID-19 pandemic may adversely affect the liquidity and financial condition of the Group’s customers and, in turn, such customers’ ability to perform their contractual obligations.

For example, the demand for the Group’s products and services, such as power supply, water supply and gas supply decreased, in particular in terms of industrial and commercial use and in the first quarter of 2020, as a result of travel restrictions and business operation restrictions as part of the measures to contain the pandemic.

On the other hand, for the Group’s investment businesses, the downturn in the global economy and/or the global financial markets caused by the COVID-19 pandemic could have an adverse effect on the returns generated by the Group’s investments and asset portfolios and result in an adverse effect on the Group’s business operations, financial condition and operating results.

For the Group’s finance and financial service businesses, some of the borrowers of Group’s micro-credit loans sector may fail to recover or fail to recover quickly enough from the impact of the COVID-19 pandemic which could affect their ability to repay loans provided by the Group, leading to increased level of bad debt. Besides, certain enterprises the Group provide external guarantee experienced operational difficulties, which may in turn trigger the guarantees. Such increased level of bad debt and the triggering of external guarantees could have a adverse effect on the Group’s business operations, financial condition and results of operations.

Although the Group has adopted various remedial measures to minimise the adverse impact of the continuing COVID-19 pandemic on its businesses and operations, as the situation of the COVID-19 pandemic is still evolving, the heightened uncertainties surrounding the pandemic may pose a material adverse impact on the Group’s the business, financial condition and results of operations.

The Group’s operations are subject to force majeure events, natural disasters and outbreaks of contagious diseases.

The Group’s business may be affected by force majeure events, natural disasters and outbreaks of contagious diseases which are beyond the Group’s control. The occurrence of earthquakes, sandstorms, snowstorms, fire or drought, or the outbreak of epidemics such as Middle East Respiratory Syndrome (MERS), Severe Acute Respiratory Syndrome (SARS), H5N1 avian flu, human swine flu (also known as Influenza A (H1N1)), H7N9, Zika Virus Disease or recent COVID-19 pandemic may have a material adverse impact on the economic and social conditions in the affected regions.

Moreover, the PRC has experienced natural disasters like earthquakes, floods and droughts in the past few years. The Group’s operations are mainly based in Fujian Province, which is exposed to potential natural disasters, most commonly, typhoon, floods, landslides and rainstorms. If any of the Group’s projects is damaged by severe weather or any other disasters, accidents, catastrophes or other events, the Group’s operations may be significantly interrupted. The occurrence or continuance of any of such unforeseen events or similar events could increase the costs associated with the Group’s operations and reduce its ability to operate its businesses effectively, thereby reducing its operating income and profits.

–24– The insurance coverage of the Group may not adequately protect it against all operational risks or any potential liabilities or losses.

The Group faces various operational risks in connection with its business, including but not limited to:

• construction interruptions caused by operational errors, electricity outages, raw material and construction material shortages, equipment failure and other operational risks;

• operating limitations imposed by environmental or other regulatory requirements;

• work-related personal injuries;

• on-site construction related accidents;

• disruption in the global capital markets and the economy in general;

• loss on investments;

• environmental or industrial accidents; and

• catastrophic events such as mudslides, floods, landslides, rainstorms or other natural disasters.

The Group faces various risks in connection with its businesses and there can be no assurance that the insurance policies maintained by the Group will provide adequate coverage in all circumstances. The occurrence of any such incident for which the Group is uninsured or inadequately insured may have a material adverse effect on its business, financial condition and results of operations.

The Group requires various approvals, permits and licences to operate its businesses.

Pursuant to the applicable laws and regulations in the PRC, the Group is required to obtain or renew approvals, permits and licences with respect to its relevant operations, such as construction permit and concession agreements and rights for its public utilities supply. There can be no assurance that the Group will be able to obtain or renew all necessary approvals, permits and licences on a timely basis or at all. Failure to comply with the applicable laws and regulations or the inability to obtain the relevant approvals, permits and licences could expose the Group to the imposition of sanctions, fines, penalties, revocation of licence or other punitive actions, including suspension of the Group’s business operations or restrictions or prohibitions on certain of the Group’s business activities, which may adversely affect the Group’s financial condition and results of operations.

Changes in the organisational structure of the Group may affect the Group’s financial condition and results of operations.

The Group may undergo certain organisational restructuring from time to time which may involve the disposal of certain subsidiaries and affect whether certain subsidiaries of the Group will be consolidated in the Group’s consolidated financial statements. For example, in March 2020, the Group exited from paper-manufacturing business by transferring its 100 per cent. equity interest in Fujian Nanping South Paper Co., Ltd. (福建省南平南紙有限責任公司) and 100 per cent. equity interest Fujian Xingguang Paper Group Co., Ltd. (福建星光造紙集團有限公司) to the SASAC of Nanping City at nil consideration. In addition, the Group also transferred its 71 per cent. equity interest in Fujian Heyi Agricultural Development Co., Ltd. (福建合意農業發展有限公司) to the SASAC of Nanping City with nil consideration. These disposals were completed on 31 April 2021 See also “Description of the Group — Recent Developments — Completion of Disposal of Subsidiaries” for more details. There can be no assurance that any such organisational restructuring or changes in the Group’s shareholding structure will not have a material adverse effect on the Group’s business, financial condition, results of operations and prospects.

–25– There are risks associated with any material acquisitions by the Group in the future.

The Group may consider expanding its business by acquiring certain interests in other companies. During the course of these transactions, the Group will conduct due diligence investigations with respect to the target companies, but the due diligence with respect to any acquisition opportunity may not reveal all relevant facts that are necessary or useful in evaluating such opportunity, which could subject the Group to unknown financial, legal and other risks and liabilities. When determining the consideration for any acquisition, the Group will consider various factors, including but not limited to the quality of the target business, estimated costs associated with the acquisition and the management of the target business, prevailing market conditions and intensity of competition. The Group will also face various issues arising from the acquisition after the relevant transaction is completed, such as integration of the business into its operations and allocation of internal resources. There can be no assurance that the Group will be able to address these issues effectively.

In addition, any major acquisition or transaction of similar nature may consume substantial management attention and financial resources of the Group or even cause the Group to incur significant indebtedness. Any material decreases in its financial resources may limit the Group’s ordinary operating activities and increase pressure on its liquidity, and in turn could adversely affect its business, financial condition and results of operations.

The Group’s success depends on the continuing efforts of its board of directors, senior management team and other key personnel.

The Group is exposed to business, market and regulatory risks relating to different industries and markets, as the Group is expanding its businesses to new industries and markets, in which it may have limited operating experience. The Group needs to devote substantial resources to become familiar with, and monitor changes in, different operating environments so that it can succeed in its businesses.

The articles of associations of the Issuer stipulates that the board of directors of the Issuer shall consist of three to nine members with one chairman, while there is currently only one director on the board, not fulfilling the minimum number requirement as required by the articles of association. In 2018, the Fujian SASAC approved that the senior management of the Issuer shall temporarily perform the duties and exercise the rights of the board of directors until the full board is appointed, which continues to be the case as at the date of this Offering Circular. In addition, the articles of association also stipulates that the board of supervisors of the Issuer shall have five members, while there are currently no supervisors. Though the vacancy of directors and supervisors has not affected the Issuer’s decision making, there is uncertainty as to how long this shortage of directors or supervisors will last and how such shortage may adversely affect the Group’s operation in the long run.

In addition, as the Group has a number of subsidiaries, successful operation of the Group requires an effective management system. As the Group continues to grow its businesses and expand into various industries, the Group’s operations may become more complex, which would increase the difficulty of implementing its management system.

The Group’s future success depends heavily on the continuing services of the members of its senior management team. Competition for senior management and key personnel is intense while the pool of qualified candidates is limited, and the Group may not be able to retain the services of senior executives or other key personnel, or attract and retain high-quality senior executives or other key personnel in the future. Furthermore, the Group may lose the services of senior executives or other key personnel if the Group’s ultimate beneficial owner, the Fujian SASAC, chooses to shuffle the management teams of such shareholders’ subsidiaries or otherwise choose to change the composition of the Group’s management and key personnel team, the Group’s business may be disrupted and its financial condition, results of operations and prospects may be materially and adversely affected.

–26– The Group is subject to extensive regulatory requirements and changes in such requirements or the non-compliance of which would materially and adversely affect the Group’s financial condition and results of operations.

The Group is subject to extensive laws, policies and regulatory requirements issued by the relevant governmental authorities in the PRC and other jurisdictions, including but not limited to environmental, safety and health regulations. The Group is also subject to the supervision of a number of government ministries and departments, including NDRC, Ministry of Ecology and Environment of the PRC and the Ministry of Emergency Management of the PRC.

Any breach of the laws or regulations to which the Group is subject to may result in the imposition of fines and penalties, the suspension or closure of its relevant operations or the suspension or revocation of its licences or permits to conduct its relevant businesses. There can be no assurance that the Group will be in compliance with all the regulatory requirements to which it is subject or that the Group will be in compliance at all times. Any failure to comply with applicable laws and regulations could subject the Group to, among other things, civil liabilities and penalties.

In addition, laws, regulations and enforcement policies in the PRC are subject to future changes. These changes could adversely impact the Group’s business operations. Different regulatory authorities may have different interpretation and enforcement of the policies affecting the industries in which the Group operates, which requires companies to meet policies requirements issued by the relevant regulatory authorities from time to time, and obtain applicable approvals and complete filings in accordance with the relevant regulatory authorities’ interpretation and enforcement of such policies.

If applicable laws and regulations change adversely or the relevant regulatory authorities change their interpretation or enforcement of relevant policies in the future, the Group may be required to obtain further approvals or meet other additional regulatory requirements. In addition, if there are any future changes in applicable laws, regulations, administrative interpretations or regulatory documents, or stricter enforcement policies by the relevant PRC regulatory authorities, more stringent requirements could be imposed on the industries in which the Group is currently operating. For example, as the PRC Government increases its focus on environmental protection, the Group’s businesses and projects may be subject to stricter review and inspection, and the approval processes for future concession rights and projects may be prolonged. Compliance with such new requirements could result in delays, causing the Group to incur substantial compliance and other costs and prohibit or severely restrict the Group’s activities in environmentally-sensitive regions or areas or otherwise have a material adverse effect on the Group’s business, financial condition and results of operations.

In addition, if the Group fails to meet such new rules and requirements relating to approval, construction, environmental or safety compliance of its operations, the Group may be ordered by the relevant PRC regulatory authorities to change, suspend construction of or close the relevant production facilities. Alternatively, these changes may also relax some requirements, which could be beneficial to the Group’s competitors or could lower market entry barriers and increase competition. As a result, the Group’s business, financial condition and results of operations could be materially and adversely affected.

In addition, PRC laws and regulations are constantly evolving. There can be no assurance that the PRC Government will not impose additional or stricter laws or regulations nor that future environmental or other investigations will not reveal material environmental liabilities of the Group. If the Group is unable to effectively and promptly comply with these changes, the Group may incur significant costs and may be subject to fines or be forced to suspend or completely shut down certain operations, which may materially affect the Group’s business, financial condition and results of operations.

–27– The Group may be subject to legal, litigation and regulatory proceedings.

The Group may be involved, from time to time, in legal proceedings arising in the ordinary course of its operations. Litigation arising from any failure, injury or damage from the Group’s operations may result in the relevant member of the Group being named as defendant in lawsuits asserting large claims against such member of the Group or subject such member of the Group to significant regulatory penalties. These risks often may be difficult to assess or quantify and their existence and magnitude often remain unknown for a substantial period of time. Actions brought against the Group may result in settlements, injunctions, fines, penalties or other sanctions adverse to the Group’s reputation, financial condition and results of operations. Even if the Group is successful in defending against these actions, the costs associated with the Group’s defence may be significant. A significant judgment, arbitration award or regulatory action against the Group, or a disruption in the Group’s business arising from adverse adjudications in proceedings against the Group’s general manager, senior management or key employees, would materially and adversely affect the Group’s liquidity, business, financial condition, reputation, results of operations and prospects.

In addition, the Group may have disagreements with regulatory bodies in the course of its operations, which may subject it to administrative proceedings and unfavourable decrees that result in liabilities. Also, in the event that the Group makes any other investments or acquisitions in the future, there can be no assurance that the Group would not have any exposure to any litigation or arbitration proceedings or other liabilities relating to the acquired businesses or entities.

Members of the Group are or may become listed and therefore they may be subject to regulatory restrictions.

The shares of one or more members of the Group are, or may become, listed on one or more stock exchanges. As a result of this, the entering into of certain transactions by any such member may be subject to various regulatory restrictions. Intra-group transactions may also be subject to applicable listing requirements, such as the issuance of press notices, the obtaining of independent shareholders’ approval at general meetings and disclosure in annual reports and accounts. Members with funding needs may therefore not be able to obtain financial support from the Group in a timely manner, or at all. In addition, in the event that the shares of one or more subsidiaries of the Issuer become listed on a stock exchange, the Issuer’s shareholding or voting interests in such subsidiaries may be diluted. There can be no assurance that any such dilution in shareholding or voting interests will not have a material adverse effect on the Group’s business, financial condition and results of operations.

Any failure to maintain an effective quality control system could have an adverse effect on the Group’s business and operations.

The Group relies heavily on its quality control systems to ensure the safety and quality of its projects such as to monitor the quality and safety of its land development and construction activities as well as other operational activities. The effectiveness of the Group’s quality control system depends significantly on a number of factors, including the design of the system, the related training programme as well as its ability to ensure that the Group’s employees adhere to its quality control policies and guidelines. Any failure or deterioration of the Group’s quality control systems could result in defects in its projects, which in turn may subject the Group to contractual liability and other claims. Any such claims, regardless of whether they are ultimately successful, could cause the Group to incur significant costs, harm its business reputation and result in significant disruption to its operations. In addition, if any such claims were ultimately successful, the Group could be required to pay substantial monetary damages or penalties. There can be no assurance that failures in its quality control systems will not occur in the future, and any such failure could have an adverse effect on the Group’s business and operations.

–28– The Group may be subject to risks related to tax law changes.

On 23 March 2016, MOF and the SAT issued the Circular of Full Implementation of Business Tax to Value-added Tax Reform (財政部、國家稅務總局關於全面推開營業稅改徵增值稅試點的通知) (“Circular 36”), which stipulates that, as at 1 May 2016, all payers of business tax, including taxpayers engaged in the construction and real estate industries, shall be included in the scope of a pilot programme and subject to value-added tax (“VAT”) instead of business tax. Circular 36 may have an impact on the Group’s business model as it may increase the tax burden of the Group. On 4 April 2018, MOF and the SAT issued the Notice of the Ministry of Finance and the State Administration of Taxation on Adjusting Value-added Tax Rates (財政部、稅務總局關於調整增值稅稅率的通知)(“Circular 32”), which stipulates that the tax rate for provision of construction services and transfer of land use rights shall be reduced from 11 per cent. to 10 per cent. from 1 May 2018 onwards. In addition, on 20 March 2019, MOF, the SAT and the General Administration of Customs issued the Announcement on Relevant Policies for Deepening Value-Added Tax Reform (關於深化增值稅改革有關政策的公告)(“Circular 39”), which stipulates that the tax rate for provision of construction services and transfer of land use rights shall be reduced from 10 per cent. to 9 per cent. from 1 April 2019 onwards.

As Circular 36, Circular 32 and Circular 39 are relatively new and given the limited volume of published decisions relating to their application, there are uncertainties as to the interpretation and enforcement of Circular 36, Circular 32 and Circular 39 and/or any tax-related laws and regulations which may be promulgated in the future from time to time. These tax law changes and the related uncertainties may have a material adverse effect on the Group’s operating income and could in turn materially and adversely affect the Group’s business, financial condition and results of operations.

The Group may not be able to detect and prevent fraud or other misconduct committed by its employees, representatives, agents, customers or other third parties.

Following the 18th Chinese Communist Party Congress in 2012 and the wide-reaching anti-corruption campaign in the PRC, the Central Leading Group for Inspection Work (the “Inspection Leading Group”), a coordination body set up under the Central Committee of the Chinese Communist Party for the purpose of managing party disciplinary inspections nationwide, has dispatched inspection teams to provinces and central government organs such as ministries and state-owned enterprises, including the Group, in the PRC to conduct inspection work on party disciplinary enforcement.

The Group believes that the inspection team’s findings will not materially and adversely affect the business, financial condition and results of operations of the Group. However, there can be no assurance that there will not be any further investigations or actions against the Group or its officers or employees resulting from the findings taken by the Inspection Leading Group or other governmental authorities or that such investigations or actions would not affect the Group as a result.

In addition, the Group may be exposed to fraud or other misconduct committed by its employees, representatives, agents, customers or other third parties that could subject it to financial losses and sanctions imposed by governmental authorities, which in turn affects its reputation. Such misconduct could include:

• hiding unauthorised or unsuccessful activities, resulting in unknown and unmanaged risks or losses;

• intentionally concealing material facts, or failing to perform necessary due diligence procedures designed to identify potential risks, which are material to the Group in deciding whether to make investments or dispose assets;

• improperly using or disclosing confidential information;

• recommending products, services or transactions that are not suitable for the Group’s customers;

–29– • misappropriation of funds;

• conducting transactions that exceed authorised limits;

• engaging in misrepresentation or fraudulent, deceptive or otherwise improper activities when marketing or selling products;

• engaging in unauthorised or excessive transactions to the detriment of the Group’s customers;

• making or accepting the bribery activities;

• conducting any inside dealing; or

• otherwise not complying with applicable laws or the Group’s internal policies and procedures.

In particular, the Group is required to comply with applicable anti-money laundering, anti-terrorism laws and other regulations in the PRC, Hong Kong and other relevant jurisdictions.

The Group’s internal control procedures are designed to monitor its operations and ensure overall compliance. In particular, the Group has adopted policies and procedures aimed at detecting and preventing the use of its business platforms to facilitate money laundering activities and terrorist acts. However, such internal control procedures may be unable to identify all incidents of non-compliance or suspicious transactions in a timely manner if at all. In addition, it is not always possible to detect and prevent fraud and other misconduct, and the precautions undertaken by the Group to prevent and detect such activities may not be effective. There can be no assurance that fraud or other misconduct will not occur in the future. If such fraud or other misconduct does occur, it may cause negative publicity as a result and the relevant government agencies may freeze its assets or impose fines or other penalties on the Group. Any of these may materially and adversely affect the Group’s reputation, financial condition and results of operations.

The Group may be adversely affected by the performance of third party contractors.

The Group engages a large number of third-party contractors in connection with its businesses, in particular the construction projects. There can be no assurance that the services rendered by any of these independent contractors or subcontractors will always be satisfactory or meet its quality and safety standards. If the performance of any independent contractor is not satisfactory, the Group may need to replace such contractor or take other actions to remedy the situation, which could adversely affect the cost and construction progress of its projects and may have a material adverse effect on the Group’s business, financial condition and results of operations.

Increasing competition may adversely affect the Group’s business and financial condition.

Fujian Province is one of the PRC’s windows for opening up to the Asia-Pacific region and plays an essential role in the 21st Century Maritime Silk Road (21世紀海上絲綢之路) initiative promulgated by the PRC Government. Optimistic about the development potential of Fujian Province, investors from outside the province, including a number of enterprises controlled by the Central SASAC, have been actively settling in and seeking for opportunities in Fujian Province. The industries in which the Group operates may also change as a result of the booming market activities. As a result, the Group faces vigorous competition from large national and regional market participants, some of which may have stronger track records, greater financial and other resources and capabilities and/or name recognition than the Group.

Competition amongst market participants for financing, raw materials, skilled management and labour resources may result in increased operating costs and delays in the government approval process. If the Group does not respond to changes in the competitive landscape in a timely and effective manner, there could be a material adverse effect on its business, financial condition and results of operations.

–30– Price fluctuations and supply shortages of raw materials may cause a substantial disruption to the Group’s business and results of operations.

Due to the Group’s scale of operations, it is important for the Group to secure reliable supplies of raw materials in order to complete its projects or provide its services with a high-quality standard. The Group sources raw materials externally, and purchases these raw materials based on prevailing market prices. Price volatility caused by external conditions are beyond the Group’s control. These conditions include market price fluctuations or changes in government policies. For example, the import price for LNG is affected by the volatilities in global crude oil prices and international political and economic trends. There is no assurance that the Group’s key suppliers will continue to provide the Group with raw materials at reasonable prices or at the level of quality required by the Group’s businesses. Any significant increase in the price of raw materials or deterioration in the quality of the raw materials supplied to the Group, or material disruption to the supply of raw materials to the Group’s business could have a material adverse effect on the business, financial condition and results of operations of the Group’s businesses.

The Group’s business may be adversely affected by fluctuations in interest rates.

The Group’s borrowings are largely from domestic lenders in the PRC. While the Group’s domestic bonds are issued on a fixed interest rate basis, a substantial portion of the Group’s borrowings from banks are on a floating interest rate basis, which is subject to benchmark lending rates set by the People’s Bank of China (the “PBOC”). The PBOC may adjust the benchmark rates from time to time in response to macro-economic conditions and developments, which would in turn affect the Group’s finance expenses and results of operations. Any increase in interest rates may not only raise the Group’s finance expenses but may also adversely affect market demand from property purchasers due to higher costs to obtain mortgages, which would negatively impact the Group’s sales revenues. Similarly, interest rate volatility can render it difficult for the Group to formulate concrete development plans and growth strategies. There can be no assurance that prevailing interest rates will not fluctuate significantly in the foreseeable future, and any significant increase may have a material adverse effect on the Group’s business, financial condition and results of operations.

The Group is subject to inspections, supervision and examinations by PRC regulatory authorities.

As an enterprise directly owned and supervised by Fujian SASAC, the Group is subject to inspections, supervision and examinations by PRC regulatory authorities from time to time. For example, when the National Audit Office of the PRC (the “NAO”) conducted its routine audit on the Ministry of Finance of Fujian Provincial Government in recent years, it also extended such audit to the Group. There is no assurance that future investigations or examinations will not identify defects in the Group’s internal controls or misstatements in its financial statements, or that the Group’s directors and senior management may not be subject to litigation or investigation as a result of future investigations, examinations and their contents.

The Group faces risks related to changes in accounting standards, accounting estimates and historical accounting errors.

–31– accounting standards, including Enterprise Accounting Standards No. 14 — Income and the New Financial Instrument Standards, each with effect from 1 January 2020. As a result of the above, certain financial information of the Issuer for the as at and for the years ended 31 December 2018, 2019 and 2020, respectively, may not be directly comparable. For more information, please refer to note 5 “Accounting Policy, Accounting Estimate Changes and its Influence” to the Audited Financial Statements.

There can be no assurance that MOF will not promulgate other new accounting standards or requirements in relation to financial statements which would affect the Issuer’s accounting policies, or that the Issuer or its subsidiaries will not change their accounting estimates or uncover future accounting errors, each of which may affect the presentation and comparability of the Group’s financial statements.

The Group’s consolidated financial statements have been prepared and presented in accordance with the PRC GAAP, which is different from IFRS in certain respects.

The Group’s consolidated financial statements included in this Offering Circular have been prepared and presented in accordance with PRC GAAP. PRC GAAP is substantially in line with IFRS, except for certain modifications which reflect the PRC’s unique circumstances and environment. See “Summary of Certain Material Differences between PRC GAAP and IFRS” for details. Each investor should consult its own professional advisers for an understanding of the differences between PRC GAAP and IFRS and/or between PRC GAAP and other generally accepted accounting principles, and how those differences might affect the financial information contained herein.

Public corporate disclosure about the Issuer may be limited.

As the Issuer is not listed on any stock exchange, there may be less information about it publicly available than is regularly made available by listed companies.

RISKS RELATING TO THE PRC

China has experienced a slowdown in its economic development and the future performance of China’s economy is uncertain.

The economy of the PRC experienced rapid growth in the past 30 years. There has been a slowdown in the growth of the PRC’s GDP since the second half of 2013 and this has raised market concerns that the historic rapid growth of the economy of the PRC may not be sustainable. In 2015, the PRC Government adopted intensive reforms with the primary aim of restructuring and rebalancing the PRC economy towards a more sustainable model by focusing more on domestic consumption and moving away from investment and export fuelled growth. At the National People’s Congress (“NPC”) in Beijing in March 2016, Premier Li Keqiang, in his annual policy report, announced the lowering of China’s growth target for the year of 2016 to a growth rate between 6.5 per cent. to 7.0 per cent., from 7.0 per cent. in 2015, and at the NPC in Beijing in March 2017, Premier Li further announced the lowering of China’s growth target for the year of 2017 to a growth rate of 6.5 per cent., acknowledging that the PRC had entered a new stage of economic development as the country simultaneously deals with an economic slowdown and reforms its economic growth model. As a consequence of these reforms and instability in the recovery of the international economy, the PRC reported a GDP of RMB90.03 trillion, RMB99.09 trillion and RMB101.60 trillion for the years ended 31 December 2018, 2019 and 2020, respectively. For the years ended 31 December 2018 and 2019, GDP annual growth rate of the PRC slowed to 6.6 per cent. and 6.1 per cent., respectively, and further slowed to 2.3 per cent. for the year ended 31 December 2020, which was the lowest growth rate in the previous 30 years, according to the statistics released by the National Statistics Bureau of the PRC, primarily due to the impact of the COVID-19 pandemic, particularly in the first half of 2020. In March 2016, Moody’s and S&P changed China’s credit rating outlook to “negative” from “stable”, which highlighted the country’s surging debt burden and questioned the government’s ability to enact reforms. On 24 May 2017, Moody’s downgraded China’s long-term local currency and foreign currency issuer ratings to A1 from Aa3 and changed the outlook to stable from negative. On 21 September 2017, S&P’s rating services downgraded China’s credit rating by one notch from AA-to A+. These highlight the country’s surging debt burden and questioned the government’s ability to enact reforms.

–32– The future performance of the PRC’s economy is not only affected by the economic and monetary policies of the PRC government, but it is also exposed to material changes in global economic and political environments as well as the performance of certain major developed economies in the world. For example, the continued effect of Brexit and the international trade environment and various governments’ trade and economic policies, including the recent trade tension between the U.S. and China, may cause uncertainties to the PRC’s economy and financial, foreign exchange and capital markets. See also “— Risks Relating to the Group and its Businesses — The Group’s business, financial condition, results of operations and prospects are heavily dependent on the level of economic development Fujian Province and the overall growth of the PRC economy as well as the applicable supporting policies” for more details.

As such, there continues to be uncertainty for the overall prospects for the global and the PRC economies this year and beyond. Any material change in the financial markets, the PRC economy or regional economies as a result of these events or developments may materially and adversely affect the Group’s business, financial condition and results of operations.

PRC economic, political and social conditions as well as government policies could adversely affect the Group’s business.

The economy of the PRC differs from the economies of most developed countries in many respects, including, with respect to government involvement, level of development, economic growth rate, control of foreign exchange and allocation of resources.

The PRC economy has been transitioning from a planned economy to a more market-oriented economy. In recent years, the PRC Government has implemented a series of measures emphasising market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises. However, a large portion of productive assets in the PRC remain owned by the PRC Government. The PRC Government continues to play a significant role in regulating industrial development, the allocation of resources, production, pricing and management, and there can be no assurance that the PRC Government will continue to pursue the economic reforms or that any such reforms will not have an adverse effect on the Group’s business.

The Group’s operations and financial results could also be affected by changes in political, economic and social conditions or the relevant policies of the PRC Government, such as changes in laws and regulations (or the interpretation thereof), measures that may be introduced to control inflation or deflation, changes in the rate or method of taxation, the imposition of additional restrictions on currency conversion and remittances abroad and a reduction in tariff protection and other import restrictions. In the past, the PRC Government has implemented administrative measures to restrain economic growth rates that were considered unsustainably high and to calm inflation fears. Such actions may result in an economic slowdown which could have negative macroeconomic effects in the PRC and PRC-related markets. The Group’s operations and financial results, as well as its ability to satisfy its obligations under the Notes, could be materially and adversely affected by changes to or introduction of policies with respect to the industries in which the Group operates, tax regulations and well as the imposition of additional restrictions on currency conversion.

The operations of the Group may be affected by inflation and deflation within the PRC.

Economic growth in the PRC has historically been accompanied by periods of high inflation. Increasing inflation rates were caused by many factors beyond the Group’s control, such as rising production and labour costs, high lending levels, changes in national and foreign governmental policies and regulations as well as movements in exchange rates and interest rates. It is impossible to accurately predict future inflationary trends. If inflation rates rise beyond the Group’s expectations, the Group may be unable to increase the price of its services and products in amounts that are sufficient to cover its increasing operating costs. Further inflationary pressures within the PRC may have a material adverse effect on the Group’s business, financial condition or results of operations.

–33– Recently, concerns have arisen over deflationary pressures in the PRC as a result of weak domestic demand and a slowing economy. Inflation rates within the PRC have been on a downward trend in recent years. A prolonged period of deflation may result in falling profits, closure of plants and shrinking employment and incomes by companies and individuals, any of which could adversely affect the Group’s business, financial condition or results of operations.

Uncertainty with respect to the PRC legal system could affect the Group.

As substantially all of the Group’s business is conducted in the PRC and substantially all of the Group’s assets are located in the PRC, hence its business operations are regulated primarily by PRC laws and regulations. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, past court judgments in the PRC have limited precedential value and may be cited only for reference. Furthermore, PRC written statutes often require detailed interpretations by courts and enforcement bodies for their application and enforcement. Since 1979, the PRC Government has been committed to developing and refining its legal system and has achieved significant progress in the development of its laws and regulations governing business and commercial matters, such as in foreign investment, company organisation and management, commercial transactions, tax and trade. However, since these laws and regulations are relatively new and the PRC legal system continues to evolve, the enforcement of these laws, regulations and rules may be uncertain and their interpretation may not be as consistent or predictable as compared to other more developed jurisdictions. In particular, some regulations contain certain provisions that are required to be included in the articles of association and all other major operational agreements of these PRC companies and are intended to regulate the internal affairs of these companies. These regulations in general, and the provisions for protection of shareholders’ rights and access to information in particular, are less developed than those applicable to companies incorporated in Hong Kong, the United States, the United Kingdom and other developed countries or regions. As these laws and regulations are still evolving, in view of how the PRC’s financial industry is still developing, and because of the limited number and non-binding nature of published cases, there exist uncertainties about their interpretation and enforcement, and such uncertainties may impede the Group’s ability to enforce contracts that the Group has entered into with its investors, creditors, customers, suppliers and business partners. The Group cannot predict the effect of future developments in the PRC legal system or the integration of such developments under the legal systems of other jurisdictions, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, the pre-emption of local regulations by national laws, or the overturn of local government’s decisions by itself or by provincial or national governments. These uncertainties may limit legal protections available to, or against, the Group.

In addition, the PRC legal system is based, in part, on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, the Group may not be aware of the Group’s violation of these policies and rules until some time after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management’s attention.

Furthermore, the administration of PRC laws and regulations may be subject to a certain degree of discretion by the executive authorities. This has resulted in the outcome of dispute resolutions not being as consistent or predictable compared to other more developed jurisdictions. In addition, it may be difficult to obtain a swift and equitable enforcement of laws in the PRC, or the enforcement of judgments by a court of another jurisdiction. These uncertainties relating to the interpretation and implementation of PRC laws and regulations may adversely affect the legal protections and remedies that are available to the Group in its operations and to Noteholders.

As a result of these uncertainties with respect to the PRC legal system, lack of uniform interpretation and effective enforcement, the Group may be subject to uncertainties in its operations. These uncertainties can also affect the legal remedies and protections available to investors, and can adversely affect the value of their investment.

–34– It may be difficult to effect service of process upon, or to enforce against, the Issuer or its directors or members of the Issuer senior management who reside in the PRC in connection with judgments obtained in non PRC courts.

Substantially all of the Group’s assets and the Group’s members are located in the PRC. In addition, substantially all of the assets of the Issuer’s directors and the members of its senior management may be located within the PRC. Therefore, it may be difficult for investors to effect service of process upon the Issuer or its directors or members of its senior management inside the PRC. The PRC has not entered into treaties or arrangements providing for the recognition of judgment made by courts of most other jurisdictions. On 14 July 2006, Hong Kong and the PRC entered into the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice of Court Agreements Between Parties Concerned (關於內地與香港特別行政區法院相互認可和執行當事人協議管轄的民商事案件判決的安排) (the “Choice of Court Arrangement”), pursuant to which a party with a final court judgment rendered by a Hong Kong court requiring payment of money in a civil and commercial case according to a “choice of court” agreement in writing may apply for recognition and enforcement of the judgment in the PRC. Similarly, a party with a final court judgment rendered by a PRC court requiring payment of money in a civil and commercial case pursuant to a “choice of court” agreement in writing may apply for recognition and enforcement of such judgment in Hong Kong. A “choice of court” agreement in writing is defined as any agreement in writing entered into between parties after the effective date of the Choice of Court Arrangement in which a Hong Kong court or a PRC court is expressly designated as the court having sole jurisdiction for the dispute. Therefore, it is not possible to enforce a judgment rendered by a Hong Kong court in the PRC if the parties in dispute do not enter into a “choice of court” agreement in writing. As a result, it may be difficult or impossible for investors to effect service of process against the Issuer or the Issuer’s directors or members of its senior management in the PRC and/or to seek recognition and enforcement for foreign judgments in the PRC. On 18 January 2019, Hong Kong and the PRC entered into the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters between the Courts of the Mainland and of the Hong Kong Special Administrative Region (關於內地與香港特別行政區法院相互認可和執行民商事案件判決的安排) (the “2019 Arrangement”), which seeks to establish a bilateral legal mechanism with greater clarity and certainty for recognition and enforcement of judgments in a wider range of civil and commercial matters between the courts of Hong Kong and the PRC. The 2019 Arrangement will be implemented by local legislation in Hong Kong and will take effect after both Hong Kong and the PRC have completed the necessary procedures to enable implementation and shall apply to judgments made by the courts of Hong Kong and the PRC on or after the date of the commencement of the 2019 Arrangement. Upon commencement of the 2019 Arrangement, the Choice of Court Arrangement shall be terminated, except for “choice of court” agreements in writing made between parties before the commencement of the 2019 Arrangement, in which case the Choice of Court Arrangement shall continue to apply. However, the recognition and enforcement of judgments rendered by a Hong Kong court in the PRC are subject to the provisions, limits, procedures and other terms and requirements of the 2019 Arrangement. There can be no assurance that investors can successfully effect service of process against the Issuer or the Issuer’s directors or members of its senior management in the PRC and/or to seek recognition and enforcement for judgments rendered by a Hong Kong court in the PRC. Furthermore, the PRC does not have treaties or agreements providing for the reciprocal recognition and enforcement of judgments awarded by courts of the United States, United Kingdom, or some other European countries or Japan. Hence, the recognition and enforcement in the PRC of judgment of a court in any of these jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or even impossible.

–35– The Group is subject to restrictions on the remittance of Renminbi into and out of the PRC and governmental controls on currency conversion and may be affected by the risks relating to fluctuations in exchange rates in the future.

The PRC Government imposes controls on the convertibility of Renminbi into foreign currencies and the remittance of currency out of the PRC. Substantially all of the Group’s gross revenue is denominated in Renminbi, a portion of which may need to be converted into other currencies in order to meet the Group’s foreign currency obligations, such as payments of dividends, overseas acquisitions, and payments of principal and interests under the Notes or other foreign currency denominated debt, if any.

Under existing PRC laws and regulations on foreign exchange, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE provided that certain procedural requirements are complied with. Approval from, or registration with, competent governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of loans denominated in foreign currencies. More restrictions and extensive vetting processes have been put in place by SAFE to regulate cross-border transactions under the capital account, such as the Notice of the SAFE on Further Promoting the Reform of Foreign Exchange Administration and Improving Authenticity and Compliance Review (國家外匯管理局關於進一步推進外匯管理改革完善真實合規性審核的通知). The PRC Government may, at its discretion, take measures to restrict access to foreign currencies for current account and capital account transactions under certain circumstances. If the foreign exchange control system prevents the Group from obtaining sufficient foreign currencies to satisfy the Group’s foreign currency demands, the Group may not be able to make interest payments and/or principal repayment to the Noteholders or holders of other foreign currency denominated debt, if any. In addition, there can be no assurance that new laws or regulations will not be promulgated in the future that would have the effect of further restricting the remittance of Renminbi into or out of the PRC.

The proceeds from the offering of the Notes will be received in U.S. dollars. As a result, any appreciation of Renminbi against the U.S. dollar or any other foreign currencies may result in the decrease in the value of the Group’s foreign currency-denominated assets and the Group’s proceeds from the offering of the Notes. Conversely, any depreciation of Renminbi may adversely affect the Group’s ability to service the Notes.

The value of Renminbi against the U.S. dollar and other foreign currencies is subject to changes in the PRC’s policies, as well as international economic and political developments. On 21 July 2005, the PRC Government adopted a more flexible managed floating exchange rate system to allow the value of Renminbi to fluctuate within a regulated band that is based on market supply and demand with reference to a basket of currencies. From 21 July 2005 to 17 March 2014, the floating band of interbank spot foreign exchange market trading price of Renminbi against the U.S. dollar was gradually widened from 0.3 per cent. to 2 per cent. On 11 August 2015, the PBOC adjusted the mechanism for market makers to form the central parity rate by requiring them to consider the closing exchange rate of the last trading date, the supply and demand of foreign exchange and the rate change at primary international currencies.

On 11 December 2015, the China Foreign Exchange Trade System (“CFETS”), a sub-institutional organisation of PBOC, published the CFETS Renminbi exchange rate index for the first time, which weighs Renminbi based on 13 currencies, to guide the market in order to measure the Renminbi exchange rate from a new perspective. The PBOC has further authorised the CFETS to announce its central parity rate for Renminbi against the U.S. dollar through a weighted averaging of the quotes from the market makers after removing the highest quote and the lowest quote. In January and February 2016, the Renminbi experienced further fluctuations in value against the U.S. dollar. From 1 January 2017, according to the sampling rule of “CNY versus FX currency pair listed on CFETS”, CFETS will add 11 currencies newly listed on CFETS in 2016, and the number of basket currencies will increase from 13 to 24. The International Monetary Fund announced on 30 September 2016 that, effective on 1 October 2016, the Renminbi was added to its Special Drawing Rights currency basket.

–36– Further to the PBOC’s adjustment on 11 August 2015, the value of Renminbi depreciated significantly against the U.S. dollar. In January and February 2016, Renminbi experienced further fluctuation in value against the U.S. dollar. Following the gradual appreciation against U.S. dollar in 2017, Renminbi experienced a recent depreciation in value against U.S. dollar followed by a fluctuation in 2018 and early 2019. On 5 August 2019, the PBOC set the Renminbi’s daily reference rate above RMB7 per U.S. dollar for the first time in over a decade amidst an uncertain trade and global economic climate.

With the development of the foreign exchange market and progress towards interest rate liberalisation and Renminbi internationalisation, the PRC Government may in the future announce further changes to the exchange rate system. There can be no assurance that Renminbi will not experience significant depreciation or appreciation against the U.S. dollar or against any other currency in the future. There remains significant international pressure on the PRC Government to adopt more flexible currency policies. In the event of material fluctuations in the exchange rates of the U.S. dollar against Renminbi, the Group’s ability to pay dividends in foreign currencies may be materially and adversely affected. Such fluctuations may also cause the Group to incur foreign exchange losses and affect the relative value of any dividends distributed by its PRC subsidiaries. In addition, appreciation or depreciation in the value of Renminbi relative to the U.S. dollar may affect the Group’s financial results in U.S. dollars without giving effect to any underlying change in its businesses or results of operations. Fluctuations in the value of the Renminbi could adversely affect the value of the Group’s foreign currency-denominated transactions along with the value of the cash flow generated from its foreign currency-denominated operations, thereby adversely affecting its profitability and results of operations. This may also have an adverse effect on the Group’s plans to expand its international operations. The payment of dividends by the Issuer’s operating subsidiaries in the PRC is subject to restrictions under the PRC law.

The PRC laws require that dividends be paid only out of net profit, calculated according to the PRC accounting principles, which differ from generally accepted accounting principles in other jurisdictions. In addition, the PRC law requires enterprises set aside part of their net profit as statutory reserves before distributing the net profit for the current financial year. These statutory reserves are not available for distribution as cash dividends. Since the availability of funds to fund the Issuer’s operations and to service its indebtedness depends upon dividends received from these subsidiaries, any legal restrictions on the availability and usage of dividend payments from the Issuer’s subsidiaries may impact the Issuer’s ability to fund its operations and to service its indebtedness.

The Group’s labour costs may increase for reasons such as the implementation of the PRC Labour Contract Law or inflation in the PRC.

The PRC Labour Contract Law《中華人民共和國勞動合同法》(“PRC Labour Contract Law”) became effective on 1 January 2008 in the PRC and was amended on 28 December 2012. It imposes more stringent requirements on employers in relation to entry into fixed-term employment contracts and dismissal of employees. Pursuant to the PRC Labour Contract Law, the employer is required to make compensation payments to a fixed-term contract employee when the term of his employment contract expires, unless the employee does not agree to renew the contract even though the conditions offered by the employer for renewal are the same as or better than those stipulated in the current employment contract. In general, the amount of compensation payment is equal to the monthly wage of the employee multiplied by the number of full years that the employee has worked for the employer. A minimum wage requirement has also been incorporated into the PRC Labour Contract Law. In addition, unless otherwise prohibited by the PRC Labour Contract Law or objected to by the employees themselves, the employer is also required to enter into open-ended employment contracts with employees who have previously entered into fixed-term employment contracts for two consecutive terms or have been working for the employer for more than 10 years.

–37– In addition, under the Regulations on Paid Annual Leave for Employees《職工帶薪年休假條例》, which became effective on 1 January 2008, employees who have worked continuously for more than one year are entitled to paid annual leave ranging from 5 to 15 days, depending on the length of the employees’ work time. Employees who consent to waive such vacation at the request of employers shall be compensated with an amount equal to three times their normal daily salaries for each vacation day being waived. Under the National Leisure and Tourism Outline 2013-2020《國民旅遊悠閒綱要2013-2020》which became effective on 2 February 2013, workers shall receive paid annual leave by 2020. As a result of the PRC Labour Contract Law, the Regulations on Paid Annual Leave for Employees《職工帶薪年休假條例》 and the National Leisure and Tourism Outline 2013-2020《國民旅遊悠閒綱要2013-2020》, the Group’s labour costs (inclusive of those incurred by contractors) may increase. Furthermore, under the PRC Labour Contract Law, when an employer terminates its PRC employees’ employment, the employer may be required to compensate them with such amount which is determined based on their length of service with the employer, and the employer may not be able to terminate efficiently open-ended employment contracts under the PRC Labour Contract Law without cause. In the event that the Group decides to change or decrease its workforce significantly, the PRC Labour Contract Law could adversely affect its ability to effect these changes in a cost-effective manner or in the manner that the Group desires, which could result in an adverse impact on the Group’s businesses, financial condition and results of operations.

To further strengthen the protection on labour remuneration, rest and vacations, social insurance and other basic rights and interests of labourers, the Opinion of the Central Committee of the Communist Party of China and the State Council on Building Harmonious Labour Relationships 《中共中央、國務院關於構建和諧勞動關係的意見》was issued on 21 March 2015, which acts as a guideline on PRC labour legislation.

Furthermore, if there is a shortage of labour or for any reason the labour cost in the PRC rises significantly, the costs of production of the Group’s products are likely to increase. This may in turn affect the selling prices of the products and services, which may then affect the demand for such products and services and thereby adversely affect the Group’s sales and financial condition. In addition, inflation in the PRC has increased in recent years. Inflation in the PRC increases the costs of labour and the costs of raw materials the Group must purchase for production. Rising labour costs may increase the Group’s operating costs and partially erode the cost advantage of the Group’s PRC-based operations and therefore negatively impact the Group’s profitability.

There can be no assurance of the accuracy or comparability of facts and statistics contained in this Offering Circular with respect to the PRC, its economy or the relevant industry.

Facts, forecasts and other statistics in this Offering Circular relating to the PRC, its economy or the relevant industry in which the Group operates have been directly or indirectly derived from official government publications and certain other public industry sources and although the Issuer believes such facts and statistics are accurate and reliable, it cannot guarantee the quality or the reliability of such source materials. They have not been prepared or independently verified by the Issuer, the Joint Lead Managers, the Trustee, the Agents or any of its or their respective affiliates, employees, directors, agents, advisors or representatives, and, therefore, the Issuer, the Joint Lead Managers, the Trustee, the Agents or any of its or their respective affiliates, employees, directors, agents, advisors or representatives makes no representation as to the completeness, accuracy or fairness of such facts or other statistics, which may not be consistent with other information compiled within or outside the PRC. Due to possibly flawed or ineffective collection methods or discrepancies between published information and market practice and other problems, the statistics herein may be incomplete, inaccurate or unfair or may not be comparable to statistics produced for other economies or the same or similar industries in other countries and should not be unduly relied upon. Furthermore, there is no assurance that they are stated or compiled on the same basis or with the same degree of accuracy as may be the case elsewhere. In all cases, investors should give consideration as to how much weight or importance they should attach to or place on such facts or other statistics.

–38– RISKS RELATING TO THE NOTES

The Notes are unsecured obligations.

As the Notes are unsecured obligations of the Issuer, the repayment of the Notes may be compromised if:

• the Issuer enters into bankruptcy, liquidation, reorganisation or other winding-up proceedings;

• there is a default in payment under the Issuer’s secured indebtedness or other unsecured indebtedness; or

• there is an acceleration of any of the Issuer’s indebtedness.

If any of these events were to occur, the Issuer’s assets and any amounts received from the sale of such assets may not be sufficient to pay amounts due on the Notes.

The Notes may not be a suitable investment for all investors.

The Notes are complex financial instruments and may be purchased as a way to reduce risk or enhance yield with a measured appropriate addition of risk to the investor’s overall portfolios. A potential investor should not invest in the Notes unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential investor’s overall investment portfolio.

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

• have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Offering Circular or any applicable supplement;

• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such investment will have on its overall investment portfolio;

• have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes;

• understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and

• be able to evaluate (either alone or with the help of a financial adviser) possible economic scenarios, such as interest rate and other factors which may affect its investment and the ability to bear the applicable risks.

An active trading market for the Notes may not develop.

The Notes are a new issue of securities for which there is currently no trading market. Although an application will be made to MOX for the listing of the Notes by way of debt issues to Professional Investors (as defined in Section 11 of the Guideline on Provision and Distribution of Financial Products (Circular 033/B/2010-DSB/AMCA) as issued by the Monetary Authority of Macau) only, no assurance can be given that such application will be approved, or even if the Notes become so listed, an active trading market for the Notes will develop or be sustained. No assurance can be given as to the ability of holders to sell their Notes or the price at which holders will be able to sell their Notes. In addition, one or more initial investors in the Notes may purchase a significant portion of the aggregate principal amount of the

–39– Notes pursuant to the offering. The existence of any such significant Noteholder(s) may reduce the liquidity of the Notes in the secondary trading market. Accordingly, there can be no assurance as to the liquidity of the Notes or that an active trading market will develop. If such a market were to develop, the Notes could trade at prices that may be higher or lower than the initial issue price depending on many factors, including prevailing interest rates, the Group’s operations and the market for similar notes.

The liquidity and price of the Notes following the offering may be volatile.

The price and trading volume of the Notes may be highly volatile. Factors such as variations in the Group’s turnover, earnings and cash flows, proposals for new investments, strategic alliances and/or acquisitions, changes in interest rates, fluctuations in price for comparable companies, changes in government regulations and changes in general economic conditions nationally or internationally could cause the price of the Notes to change. Any such developments may result in large and sudden changes in the trading volume and price of the Notes. There is no assurance that these developments will not occur in the future.

Developments in other markets may adversely affect the market price of the Notes.

The market price of the Notes may be adversely affected by declines in the international financial markets and world economic conditions. The market for the Notes is, to varying degrees, influenced by economic and market conditions in other markets, especially those in Asia. Although economic conditions are different in each country, investors’ reactions to developments in one country can affect the securities markets and the securities of issues in other countries, including the PRC. Since the global financial crisis in 2008 and 2009, the international financial markets have experienced significant volatility. As the United Kingdom officially withdrew from the European Union on 31 January 2020, the start of the formal Brexit process may result in volatility in global financial markets and economic uncertainty to not only the economies of the United Kingdom and the European Union but also globally. If similar developments occur in the international financial markets in the future, the market price of the Notes could be adversely affected.

Investment in the Notes is subject to exchange rate risks.

Investment in the Notes is subject to exchange rate risks. The value of the U.S. dollar against the Renminbi and other foreign currencies fluctuates and is affected by changes in the United States and international political and economic conditions and by many other factors. The Issuer will make all payments of interest and principal with respect to the Notes in U.S. dollars. As a result, the value of these U.S. dollar payments may vary with the prevailing exchange rates in the marketplace. If the value of the U.S. dollar depreciates against the Renminbi or other foreign currencies, the value of a Noteholder’s investment in Renminbi or other applicable foreign currency terms will decline.

Changes in interest rates may have an adverse effect on the price of the Notes.

The Noteholders may suffer unforeseen losses due to fluctuations in interest rates. Generally, a rise in interest rates may cause a fall in the prices of the Notes, resulting in a capital loss for the Noteholders. However, the Noteholders may reinvest the interest payments at higher prevailing interest rates. Conversely, when interest rates fall, the prices of the Notes may rise. The Noteholders may enjoy a capital gain, but interest payments received may be reinvested at lower prevailing interest rates. As the Notes will carry a fixed interest rate, the trading price of the Notes will consequently vary with the fluctuations in interest rates. If the Noteholders propose to sell their Notes before their maturity, they may receive an offer lower than the amount they have invested.

–40– The Issuer may be unable to redeem the Notes.

On certain dates, including, but not limited to, the occurrence of a Change of Control, a Non-Registration Event or an Event and at maturity of the Notes, the Issuer may, and at maturity will be required to, redeem all of the Notes. If such an event were to occur, the Issuer may not have sufficient cash in hand and may not be able to arrange financing to redeem the Notes in time, or on acceptable terms, or at all. The ability to redeem the Notes in such an event may also be limited by the terms of other debt instruments. Failure to redeem the Notes by the Issuer, in such circumstances, would constitute an Event of Default under the Notes, which may also constitute a default under the terms of other indebtedness of the Issuer or its subsidiaries.

The Issuer has the option to redeem the Notes upon the occurrence of certain Events of Default.

Upon the occurrence of any of the events set out under Condition 8(f)(iv) (Insolvency, etc.), Condition 8(g) (Winding up, etc.) or Condition 8(k) (Compulsory acquisition or seizure), the Issuer has the option to redeem the Notes at 100 per cent. of their principal amount, together with interest accrued to the Event Call Settlement Date if it gives notice in accordance with the Terms and Conditions. The Issuer is obliged to give notice to the Noteholders and the Trustee in writing within two PRC Business Days following the first day on which it becomes aware of the occurrence of such Event of Default. The Event Call Settlement Date shall be the date as specified in such notice but shall not be more than 45 days after the date of the Triggering Notification (being a notification, resolution, approval or any other similar notice from a PRC Government Person (as defined in Condition 5(c) (Redemption for a Relevant Event) in the Terms and Conditions (whether issued to the Issuer or otherwise) in respect of which the Issuer has made a public announcement, which will lead to or has resulted in the occurrence of any of such events described above).

In the event the issuer fails to fully redeem and cause the Notes to be cancelled on or before the Event Call Settlement Date, the Trustee may declare the Notes to be immediately due and payable in accordance with the provisions of the Terms and Conditions. Prior to the expiry of the Issuer’s call option as set out in Condition 5(c) (Redemption for a Relevant Event) in the Terms and Conditions, the Trustee may not be able to give written notice to the Issuer declaring the Notes to be immediately due and payable as soon as such Event of Default occurs whilst other creditors of the Issuer may be able to take enforcement action immediately upon occurrence of the same event. Therefore, holders of the Notes are advised to consult with their own legal advisers as to how the aforesaid call option and grace period related to such Event of Default affect their rights and protection as creditors and also note that the tenor of the Notes may be shorter than the stipulated Maturity Date.

Any failure to complete the relevant filings with SAFE within the prescribed timeframe following the issue of the Notes may have adverse consequences for the Issuer and/or investors of the Notes.

SAFE issued the Administrative Measures for Foreign Debt Registration (《外債登記管理辦法》) (the “Foreign Debt Registration Measures”) on 28 April 2013, which came into effect on 13 May 2013. According to the Foreign Debt Registration Measures, the debtor shall submit foreign debt registration when borrowing foreign debts in accordance with laws and regulations. For the domestic debtors besides financial institutions and banks (“Non-Bank Debtors”), they shall submit filing or registration procedures of foreign debts with the local counterparts of the SAFE. According to the Operation Guidelines for Administration of Foreign Debt Registration (《外債登記管理操作指引》) promulgated together with Foreign Debt Registration Measures, Non-Bank Debtors shall complete the foreign debt registration procedure within 15 working days after execution of related deeds of foreign debts. In addition, the PBOC issued the Circular on Matters Concerning the Macro-prudential Management of Full-Covered Cross- border Financing (《中國人民銀行關於全口徑跨境融資宏觀審慎管理有關事宜的通知》), which came into effect on 12 January 2017. On 13 November 2020, SAFE issued the Guidelines for the Foreign Exchange Business under Capital Account (2020 edition) (《國家外匯管理局綜合司關於印發《資本項目外匯業務指引(2020年版)》的通知》). Pursuant to article 40 of Interim Measures on the Management of Foreign Debts (外債管理暫行辦法) promulgated by MOF, the NDRC and SAFE, a failure by a domestic entity to register a foreign debt contract will render the contract not legally binding and unenforceable.

–41– Thus, before such registration of the Notes is completed, it is uncertain whether the Notes are enforceable as a matter of PRC law and it may be difficult for Noteholders to recover amounts due from the Issuer, and the Issuer may not be able to remit the proceeds of the issue of the Notes into the PRC or remit money out of the PRC in order to meet its payment obligations under the Notes. In the unlikely event that the Issuer is unable to complete such registration within the relevant time period, Noteholders will have the right to require the Issue to redeem their holding of Notes. However, notwithstanding such right, if the Issuer fails to complete the registration with the local branch of SAFE, the Issuer may have difficulty in remitting funds offshore to service payments in respect of the Notes and investors may encounter difficulties in enforcing judgments obtained in the Hong Kong courts with respect to the Notes and the Trust Deed in the PRC. In such circumstances, the value and secondary market price of the Notes may be materially and adversely affected.

The Notes will be structurally subordinated to the existing and future indebtedness and other liabilities of the Issuer’s existing and future subsidiaries, and effectively subordinated to the Issuer’s secured debt to the extent of the value of the collateral securing such indebtedness.

The Notes will be structurally subordinated to any debt and other liabilities and commitments, including trade payables and lease obligations, of the Issuer’s existing and future subsidiaries, other than the Issuer, whether or not secured. The Notes will not be guaranteed by any of the Issuer’s subsidiaries, and the Issuer may not have direct access to the assets of such subsidiaries unless these assets are transferred by dividend or otherwise to the Issuer. The ability of such subsidiaries to pay dividends or otherwise transfer assets to the Issuer is subject to various restrictions under applicable laws. The Issuer’s subsidiaries are separate legal entities that have no obligation to pay any amounts due under the Notes or make any funds available therefor, whether by dividends, loans or other payments. The Issuer’s right to receive assets of any of the Issuer’s subsidiaries, respectively, upon that subsidiary’s liquidation or reorganisation will be effectively subordinated to the claim of that subsidiary’s creditors (except to the extent that the Issuer is a creditor of that subsidiary). Consequently, the Notes will be effectively subordinated to all liabilities, including trade payables and lease obligations, of any of the Issuer’s subsidiaries, and any subsidiaries that the Issuer may in the future acquire or establish.

The Notes are the Issuer’s unsecured obligations and will: (i) rank equally in right of payment with all the Issuer’s other present and future unsubordinated and unsecured indebtedness; (ii) be effectively subordinated to all of the Issuer’s present and future secured indebtedness to the extent of the value of the collateral securing such obligations; and (iii) be senior to all of the Issuer’s present and future subordinated obligations. As a result, claims of secured lenders, whether senior or junior, with respect to assets securing their loans will be prior with respect to those assets. In the event of the Issuer’s bankruptcy, insolvency, liquidation, reorganisation, dissolution or other winding up, or upon any acceleration of the Notes, these assets will be available to pay obligations on the Notes only after all other debt secured by these assets has been repaid in full. If there are not sufficient assets remaining to pay all these creditors, then all or a portion of the Notes then outstanding would remain unpaid.

The insolvency laws of the PRC and other local insolvency laws may differ from those of another jurisdiction with which the holders of the Notes are familiar.

Since the Issuer is incorporated under the laws of the PRC, any insolvency proceedings relating to the Issuer, even if brought in other jurisdictions, would likely involve the PRC insolvency laws, the procedural and substantive provisions of which may differ from comparable provisions of the local insolvency laws of jurisdictions with which the holders of the Notes are familiar.

–42– The Issuer’s subsidiaries, jointly controlled entities and associated companies may be subject to restrictions on the payment of dividends and the repayment of intercompany loans or advances to the Issuer, its jointly controlled entities and associated companies.

As a holding company, the Issuer will depend on the receipt of dividends and the interest and principal payments on intercompany loans or advances from its subsidiaries, jointly controlled entities and associated companies to satisfy its obligations under the Notes. The ability of the Issuer’s subsidiaries, jointly controlled entities and associated companies to pay dividends and make payments on intercompany loans or advances to their shareholders is subject to, among other things, distributable earnings, cash flow conditions, restrictions contained in the articles of association of these companies, applicable laws and restrictions contained in the debt instruments of such companies. There can be no assurance that the Issuer’s subsidiaries, jointly controlled entities and associated companies will have distributable earnings or will be permitted to distribute their distributable earnings to it as it anticipates, or at all. In addition, dividends payable to it by these companies are limited by the percentage of its equity ownership in these companies. In particular, the Issuer does not maintain complete control over its jointly controlled entities or associates in which it might hold a minority interest. Further, if any of these companies raises capital by issuing equity securities to third parties, dividends declared and paid with respect to such shares would not be available to the Issuer to make payments under the Notes. These factors could reduce the payments that the Issuer receives from its subsidiaries, jointly controlled entities and associated companies, which would restrict its ability to meet its payment obligations under the Notes.

A change in English law which governs the Notes may adversely affect holders of the Notes.

The Terms and Conditions are governed by English law. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of issue of the Notes.

Additional procedures may be required to be taken to bring English law governed matters or disputes to the Hong Kong courts and the holders of the Notes would need to be subject to the exclusive jurisdiction of the Hong Kong courts. There is also no assurance that the PRC courts will recognise and enforce judgments of the Hong Kong courts in respect of English law governed matters or disputes.

The Terms and Conditions of the Notes and the transaction documents are governed by English law, whereas parties to these documents have submitted to the exclusive jurisdiction of the Hong Kong courts. In order to hear English law governed matters or disputes, Hong Kong courts may require certain additional procedures to be taken. Under the Choice of Court Arrangement, judgments of Hong Kong courts are likely to be recognised and enforced by the PRC courts where the contracting parties to the transactions pertaining to such judgments have agreed to submit to the exclusive jurisdiction of Hong Kong courts.

However, recognition and enforcement of a Hong Kong court judgment could be refused if the PRC courts consider that the enforcement of such judgment is contrary to the social and public interest of the PRC or meets other circumstances specified by the Choice of Court Arrangement. While it is expected that the PRC courts will recognise and enforce a judgment given by Hong Kong courts in respect of a dispute governed by English law, there can be no assurance that the PRC courts will do so for all such judgments as there is no established practice in this area. Compared to other similar debt securities issuances in the international capital markets where the relevant holders of the debt securities would not typically be required to submit to an exclusive jurisdiction, the holders of the Notes will be deemed to have submitted to the exclusive jurisdiction of the Hong Kong courts, and thus the holder’s ability to initiate a claim outside Hong Kong will be limited.

–43– The Trustee may request holders of the Notes to provide an indemnity and/or security and/or pre-funding to its satisfaction.

Where the Trustee is, under the provisions of the Trust Deed, bound to act at the request or direction of the Noteholders, the Trustee shall nevertheless not be so bound unless first indemnified and/or provided with security and/or pre-funded to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages, expenses and liabilities which it may incur by so doing. Negotiating and agreeing to an indemnity and/or security and/or pre-funding can be a lengthy process and may impact on when such actions can be taken. The Trustee may not be able to take actions, notwithstanding the provision of an indemnity or security or pre-funding, in breach of the terms of the Trust Deed or the Terms and Conditions of the Notes and in circumstances where there is uncertainty or dispute as to the applicable laws or regulations and, to the extent permitted by the agreements and the applicable law, it will be for the holders of the Notes to take such actions directly.

Modifications and waivers may be made in respect of the Terms and Conditions of the Notes and the Trust Deed by the Trustee or fewer than all of the holders of the Notes, and decisions may be made on behalf of all holders of the Notes that may be adverse to the interests of the individual holders of the Notes.

The Terms and Conditions of the Notes contain provisions for calling meetings of the holders of the Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders, including those Noteholders who did not attend and vote at the relevant meeting and those Noteholders who voted in a manner contrary to the majority. There is a risk that the decision of the majority of holders of the Notes may be adverse to the interests of the individual holders of the Notes. The Terms and Conditions of the Notes also provide that the Trustee may, without the consent of the holders of the Notes, agree to any modification of the Trust Deed, the Terms and Conditions of the Notes and/or the Agency Agreement (other than in respect of a reserved matter) which, in the opinion of the Trustee, will not be materially prejudicial to the interests of the holders of the Notes and to any modification of the Notes, the Trust Deed or the Agency Agreement which is of a formal, minor or technical nature or is to correct a manifest error.

In addition, the Trustee may, without the consent of the holders of the Notes, authorise or waive any proposed breach or breach of the Notes, the Trust Deed or the Agency Agreement (other than a proposed breach or breach relating to the subject of certain reserved matters) if, in the opinion of the Trustee, the interests of the holders of the Notes will not be materially prejudiced thereby.

The Group will follow the applicable corporate disclosure standards for debt securities listed on MOX, which standards may be different from those applicable to companies in certain other countries.

The Group will be subject to reporting obligations in respect of the Notes to be listed on MOX. The disclosure standards imposed by MOX may be different than those imposed by securities exchanges in other countries or regions. As a result, the level of information that is available may not correspond to what investors in the Notes are accustomed to.

The Notes will initially be represented by a Global Note Certificate and holders of a beneficial interest in the Global Note Certificate must rely on the procedures of the Clearing System.

The Notes will initially be represented by a Global Note Certificate. Such Global Note Certificate will be deposited with MOX under its clearing system (the “Clearing System”). Except in the circumstances described in the Global Note Certificate, investors will not be entitled to receive definitive Notes. The Clearing System will maintain records of the beneficial interests in the Global Note Certificate. While the Notes are represented by the Global Note Certificate, investors will be able to trade their beneficial interests only through the Clearing System.

–44– While the Notes are represented by the Global Note Certificate, the Issuer will discharge its payment obligations under the Notes by making payments to MOX for distribution to their account holders. A holder of a beneficial interest in a Global Note Certificate must rely on the procedures of the relevant Clearing System to receive payments under the Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Note Certificate.

Holders of beneficial interests in a Global Note Certificate will not have a direct right to vote in respect of the Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant Clearing System to appoint appropriate proxies.

Gains on the transfer of the Notes and interest payable by the Issuer to overseas Noteholders may be subject to tax under PRC tax laws.

Under the Enterprise Income Tax Law of the PRC (the “EIT Law”) (《中華人民共和國企業所得稅法》), which took effect on 1 January 2008 and was last revised on 29 December 2018, and its implementation rules, any gains realised on the transfer of the Notes by holders who are deemed under the EIT Law as non-resident enterprises may be subject to PRC enterprise income tax if such gains are regarded as income derived from sources within the PRC. Under the EIT Law, a “non-resident enterprise” means an enterprise established under the laws of a jurisdiction other than the PRC and whose actual administrative organisation is not in the PRC, which has established offices or premises in the PRC, or which has not established any offices or premises in the PRC but has obtained income derived from sources within the PRC. There remains uncertainty as to whether the gains realised on the transfer of the Notes by non-resident enterprise Noteholders would be treated as income derived from sources within the PRC and be subject to PRC enterprise income tax. In addition, there is uncertainty as to whether gains realised on the transfer of the Notes by individual Noteholders who are not PRC citizens or residents will be subject to PRC individual income tax. If such gains are subject to PRC income tax, the 10 per cent. enterprise income tax rate and 20 per cent. individual income tax rate will apply, respectively, unless there is an applicable tax treaty or arrangement that reduces or exempts such income tax. The taxable income will be the balance of the total income obtained from the transfer of the Notes minus all costs and expenses that are permitted under PRC tax laws to be deducted from the income. According to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》) which was promulgated on 21 August 2006, the Arrangement between the Macau Special Administrative Region and the Mainland of China for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (《澳門特別行政區和內地關於對所得避免雙重徵稅和防止偷漏稅的安排》) which was promulgated on 27 December 2003 and the Arrangement between the Mainland of China and Macau Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income (《內地和澳門特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》議定書) which was promulgated on 15 July 2009, Noteholders who are Hong Kong residents or Macau residents, including both enterprise holders and individual holders, will be exempted from PRC income tax on capital gains derived from a sale or exchange of the Notes, if such capital gains are not connected with an office or establishment that the Noteholders have in the PRC and all the other relevant conditions are satisfied.

Pursuant to the EIT Law, the PRC Individual Income Tax Law (the “IIT Law”) (《中華人民共和國個人所得稅法》), which took effect on 30 June 2011 and was last revised on 31 August 2018, and the implementation regulations in relation to both the EIT Law and the IIT Law, PRC income tax at a rate of 10 per cent. or 20 per cent. is normally applicable to PRC-source income derived by non-resident enterprises or individuals, respectively, subject to adjustment by applicable treaty. As the Issuer is a PRC resident enterprise for tax purposes, interest paid to non-resident Noteholders would be regarded as PRC-sourced, and therefore be subject to PRC income tax at a rate of 10 per cent. for non-resident enterprise Noteholders and at a rate of 20 per cent. for non-resident individual Noteholders (or a lower treaty rate, if any).

–45– On 23 March 2016, the Ministry of Finance and the State Administration of Taxation of the PRC issued the Circular of Full Implementation of Business Tax to Value Added Tax Reform (《財政部國家稅務總局關於全面推開營業稅改徵增值稅試點的通知》)(“Circular 36”) which introduced a new value-added tax (“VAT”) from 1 May 2016. VAT is applicable where the entities or individuals provide services within the PRC. Based on the definition of “loans” under Circular 36, the issuance of Notes is likely to be treated as the holders of the Notes providing loans to the Issuer, which thus shall be regarded as financial services subject to VAT. Further, given that the Issuer is located in the PRC, the holders of the Notes would be regarded as providing the financial services within China and, consequently, the holders of the Notes shall be subject to VAT at the rate of 6 per cent. and certain surcharges on payments of interest and certain other amounts on the Notes paid by the Issuer to Noteholders that are non-resident enterprises or individuals.

VAT is unlikely to be applicable to any transfer of Notes between entities or individuals located outside the PRC and therefore unlikely to be applicable to gains realised upon such transfers of Notes, but there is uncertainty as to the applicability of VAT if either the seller or the buyer of Notes is located inside the PRC. As Circular 36, together with other laws and regulations pertaining to VAT are relatively new, the interpretation and enforcement of such laws and regulations involve uncertainties.

If a Noteholder, being a non-resident enterprise or non-resident individual, is required to pay any PRC income tax on gains on the transfer of the Notes, the value of the relevant Noteholder’s investment in the Notes may be materially and adversely affected.

The Notes are redeemable in the event of certain withholding taxes being applicable.

There can be no assurance as to whether or not payments on the Notes may be made without withholding taxes or deductions applying from the Issue Date on account of any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the PRC or any subdivision or authority therein or thereof having power to tax. Although, pursuant to the Terms and Conditions of the Notes, the Issuer is required to gross up payments on account of any such withholding taxes or deductions (whether by way of enterprise income tax (“EIT”), business tax, VAT or otherwise), the Issuer also has the right to redeem the Notes at any time in the event that (i) it has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 7 (Taxation)ofthe Terms and Conditions of the Notes as a result of any change in, or amendment to, the laws or regulations of the PRC or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 6 July 2021, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it.

On 23 March 2016, the Ministry of Finance and the State Administration of Taxation issued Circular 36 which introduces VAT from 1 May 2016. VAT is applicable where the entities or individuals provide services within the PRC. However, Circular 36 and laws and regulations pertaining to VAT are relatively new, the interpretation and enforcement of such laws and regulations involve uncertainties but if the withholding tax applicable increases from that applicable on 6 July 2021 as a result of Circular 36, the Issuer is entitled to redeem the Notes under the Terms and Conditions of the Notes. For more details, see “Taxation — PRC — Value-added Tax”.

If the Issuer redeems the Notes prior to their maturity dates, investors may not receive the same economic benefits they would have received had they held the Notes to maturity, and they may not be able to reinvest the proceeds they receive in a redemption in similar securities. In addition, the Issuer’s ability to redeem the Notes may reduce the market price of the Notes.

–46– Noteholders should be aware that a definitive certificate which has a principal amount that is not an integral multiple of the minimum specified denomination may be illiquid and difficult to trade.

In relation to any Notes which has a principal amount consisting of a minimum specified denomination plus an integral multiple of another smaller amount, it is possible that the Notes may be traded in amounts in excess of the minimum specified denomination that are not integral multiples of such minimum specified denomination. In such a case a Noteholder who, as a result of trading such amounts, holds a principal amount of less than the minimum specified denomination will not receive a definitive certificate in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more specified denominations. If definitive Notes are issued, holders should be aware that a definitive certificate which has a principal amount that is not an integral multiple of the minimum specified denomination may be illiquid and difficult to trade.

The Issuer may issue additional Notes in the future.

The Issuer may, from time to time, and without prior consultation of the Noteholders, create and issue further Notes (see “Terms and Conditions of the Notes — Further Issues”) or otherwise raise additional capital through such means and in such manner as it may consider necessary. There can be no assurance that such future issuance or capital raising activity will not adversely affect the market price of the Notes.

The Issuer published and may continue to publish periodical financial information in the PRC pursuant to applicable PRC regulatory rules. Investors should be cautious and not place any reliance on any financial information other than that disclosed in this Offering Circular.

The Issuer from time to time issues corporate bonds in the domestic capital markets in the PRC. According to applicable PRC securities regulations on debt capital markets, the Issuer needs to publish its periodical financial information to satisfy its continuing disclosure obligations relating to its corporate bonds and short-term commercial paper. After the Notes are issued, the Issuer is required under the Terms and Conditions of the Notes, among others, to provide holders of the Notes with its audited financial statements and certain unaudited and unreviewed interim financial statements. The periodical financial information published by the Group in the PRC is normally derived from the Group’s management accounts which have not been audited or reviewed by independent auditors. As such, this financial information published in the PRC should not be referred to or relied upon by potential purchasers to provide the same quality of information associated with any audited or reviewed information. The Issuer is not responsible to holders of the Notes for the unaudited and unreviewed financial information from time to time published in the PRC and therefore potential investors should not place any reliance on any such financial information.

RISK RELATING TO REGISTRATION AND LISTING OF THE NOTES IN MACAU

Investors should be aware of new legislation or changes in the regulatory guidelines in registration and listing of notes in Macau.

As of the date of this Offering Circular, issuing and underwriting of bonds in Macau are regulated by Section 3 of the Financial System Act of Macau, as approved by Decree Law no. 32/93/M dated 5 July 1993, setting out that under certain circumstances, bonds offering is subject to the authorisation of the Chief Executive of Macau, and by Guidelines under Circular no. 008/B/2021-DSB/AMCM (Guideline on Management of Corporate Bond Issuance and Trading) and Circular no. 009/B/2019-DSB/AMCM (Guideline on Underwriting and Custody of Corporate Bond) that came into force, respectively, 26 May 2021 and 28 June 2019.

As the relevant legislation and regulatory guidelines may be subject to further development, investors shall be aware of any potential alteration on the practice of registration and listing of Notes in Macau.

–47– The trading platform provided by MOX is relatively new.

As of the date of this Offering Circular, MOX is a relatively new trading platform as inaugurated in December 2018. MOX is entitled to amend its trading rules and guidelines beyond the control of the Group.

Investor shall be aware and undertake all the potential risks in trading the Notes on the platform of MOX and that there are not many prior cases for reference.

The followings are extracted from the Company Profile of MOX’s website:

“Chongwa (Macao) Financial Asset Exchange Co., Ltd. (MOX) is a financial institution founded by Namkwong (Group) Co., Ltd., approved by the Monetary Authority of Macao, and established at the executive order signed by Chief Executive of Macau in accordance with Macau Special Administrative Region Executive Order 94/2018 in Aug, 2018. Namkwong (Group) Co., Ltd. is the only Macau-based State-owned enterprise directly under The State-owned Assets Supervision and Administration Commission of the State Council (SASAC).

MOX is the first financial institution and financial infrastructure that provides services includes bond issuance, listing, registration, custody, trading and settlement in Macau. The establishment of MOX has filled up the gap of directly financing in Macao, and has provided a brand-new direct financing channel for domestic and foreign financiers.”

The Issuer takes no liability on the aforementioned description of MOX as extracted from its Company Profile on its website and the Noteholders can inform themselves on the development and further information in relation to MOX from its website.

–48– TERMS AND CONDITIONS OF THE NOTES

The following is the text of the Terms and Conditions of the Notes which (subject to modification and except for the paragraphs in italics) will be endorsed on the Note Certificates (as defined below) issued in respect of the Notes.

The U.S.$150,000,000 1.88 per cent. Notes due on 12 July 2022 (the “Notes”, which expression, unless the context requires otherwise, includes any further notes issued pursuant to Condition 14 (Further Issues) to be consolidated into and forming a single series therewith) of Fujian Investment & Development Group Co., Ltd. (福建省投資開發集團有限責任公司) (the “Issuer”) are constituted by, are subject to, and have the benefit of, a trust deed dated 13 July 2021 (as amended, restated, replaced and/or supplemented from time to time, the “Trust Deed”) between the Issuer and Luso International Banking Limited as trustee (the “Trustee”, which expression includes all persons for the time being trustee or trustees appointed under the Trust Deed) and are the subject of an agency agreement dated 13 July 2021 (as amended, restated, replaced and/or supplemented from time to time, the “Agency Agreement”) between the Issuer, Luso International Banking Limited as registrar (the “Registrar”, which expression includes any successor registrar appointed from time to time in connection with the Notes), Luso International Banking Limited as principal paying agent (the “Principal Paying Agent”, which expression includes any successor principal paying agent appointed from time to time in connection with the Notes), as MOX lodging agent (the “MOX Lodging Agent”, which expression includes any successor MOX lodging agent appointed from time to time in connection with the Notes), the transfer agents named therein (the “Transfer Agents”, which expression includes any successor or additional transfer agents appointed from time to time in connection with the Notes), the paying agents named therein (together with the Principal Paying Agent, the “Paying Agents”, which expression includes any successor or additional paying agents appointed from time to time in connection with the Notes) and the Trustee. References herein to the “Agents” are to the Registrar, the Principal Paying Agent, the MOX Lodging Agent, the Transfer Agents and the Paying Agents and any reference to an “Agent” is to any one of them.

Certain provisions of these Conditions are summaries of the Trust Deed and the Agency Agreement and are subject to their detailed provisions. The Noteholders (as defined below) are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement applicable to them. Copies of the Trust Deed and the Agency Agreement are available for inspection by Noteholders during normal business hours (being 9:00 am to 3:00 pm) upon prior written request and satisfactory proof of holding at the Specified Office (as defined in the Agency Agreement) of the Principal Paying Agent, the initial Specified Office of which is set out below. All capitalised terms that are not defined in the Conditions have the same meanings given to them in the Trust Deed.

1. FORM, DENOMINATION AND STATUS

(a) Form and denomination: The Notes are in registered form in the denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (each, an “Authorised Denomination”).

(b) Status of the Notes: The Notes constitute direct, general, unsubordinated, unconditional and (subject to Condition 3(a) (Negative Pledge)) unsecured obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsubordinated and unsecured obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

Upon issue, the Notes will be represented by a global note certificate (the “Global Note Certificate”) registered in the name of Chongwa (Macao) Financial Asset Exchange Co., Ltd. (“MOX”), and lodged with MOX. These Conditions are modified by certain provisions contained in the Global Note Certificate. See “Summary of Provisions relating to the Notes in Global Form”.

–49– Except in the limited circumstances described in the Global Note Certificate, owners of interests in Notes represented by the Global Note Certificate will not be entitled to receive individual Note Certificates (as defined below) in respect of their individual holdings of the Notes. The Notes are not issuable in bearer form.

2. REGISTER, TITLE AND TRANSFERS

(a) Register: The Registrar will maintain a register (the “Register”) in respect of the Notes in accordance with the provisions of the Agency Agreement. In these Conditions, the “Holder” of a Note means the person in whose name such Note is for the time being registered in the Register (or, in the case of a joint holding, the first named thereof) and “Noteholder” shall be construed accordingly. A certificate (each, a “Note Certificate”) will be issued to each Noteholder in respect of its registered holding. Each Note Certificate will be numbered serially with an identifying number which will be recorded in the Register.

For so long as any of the Notes are represented by the Global Note Certificate, and the Global Note Certificate is held by or on behalf of MOX. each person who is for the time being shown on the records of MOX as the person for whose account reflects interest in a principal amount of Notes (the “account holder”) (in which regard any certificate, letter of confirmation, record or other paper or document issued by MOX as to the principal amount of such Notes standing to the account of such person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Issuer, the Trustee, the Agents and MOX conclusive evidence of such person’s interest in such principal amount of such Notes for such purposes.

(b) Title: The Holder of each Note shall (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as the absolute owner of such Note for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing on the Note Certificate relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft of such Note Certificate) and no person shall be liable for so treating such Holder. Except as otherwise provided for in the Trust Deed, no person shall have any right to enforce any term or condition of the Notes or the Trust Deed under the Contracts (Rights of Third Parties) Act 1999.

(c) Transfers: Subject to paragraphs (f) (Closed periods) and (g) (Regulations concerning transfers and registration) below, a Note may be transferred upon surrender of the relevant Note Certificate, with the endorsed form of transfer duly completed, at the Specified Office of the Registrar or any Transfer Agent, together with such evidence as the Registrar or (as the case may be) such Transfer Agent may reasonably require to prove the title of the transferor and the authority of the individuals who have executed the form of transfer; provided, however, that a Note may not be transferred unless the principal amount of Notes transferred and (where not all of the Notes held by a Holder are being transferred) the principal amount of the balance of Notes not transferred are Authorised Denominations. Where not all the Notes evidenced by the surrendered Note Certificate are the subject of the transfer, a new Note Certificate in respect of the balance of the Notes will be issued to the transferor. No transfer of title to a Note will be valid unless and until registered on the Register.

For so long as any of the Notes are represented by the Global Note Certificate and the Global Note Certificate is held by or on behalf of MOX, any transfer of principal amounts and interest of Notes shall be effected in accordance with the rules and procedures for the time being of MOX or the relevant clearing systems.

So long as the Notes are represented by the Global Note Certificate and the rules of MOX so permit, transfers of interests in the Notes through MOX shall be in principal amounts of at least U.S.$200,000 and higher integral multiples of U.S.$1,000 thereafter.

–50– (d) Registration and delivery of Note Certificates: Within five business days of the surrender of a Note Certificate in accordance with paragraph (c) (Transfers) above, the Registrar will register the transfer in question and deliver a new Note Certificate of a like principal amount to the Notes transferred to each relevant Holder at its Specified Office or (as the case may be) the Specified Office of any Transfer Agent or (at the request and risk of any such relevant Holder) by uninsured mail to the address specified for the purpose by such relevant Holder. In this paragraph, “business day” means a day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for general business (including dealings in foreign currencies) in the city where the Registrar or (as the case may be) the relevant Transfer Agent has its Specified Office.

(e) No charge: The transfer of a Note will be effected without charge by or on behalf of the Issuer, the Registrar or any Transfer Agent but against such payment or indemnity, security and/or pre-funding as the Registrar or (as the case may be) such Transfer Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfer.

(f) Closed periods: Noteholders may not require transfers to be registered (i) during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Notes; (ii) during the period of 15 days ending on the date on which Notes may be redeemed by the Issuer at its option pursuant to Condition 5(b) (Redemption for tax reasons) or Condition 5(d) (Redemption for certain events) or (iii) after a Put Exercise Notice (as defined in Condition 5(c) (Redemption for a Relevant Event)) has been delivered in respect of the relevant Notes in accordance with Condition 5(c) (Redemption for a Relevant Event).

(g) Regulations concerning transfers and registration: All transfers of Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Notes, the initial form of which is scheduled to the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of the Trustee and the Registrar, or by the Registrar with the prior written approval of the Trustee. A copy of the current regulations will be made available for inspection by the Registrar to any Noteholder upon prior written request and satisfactory proof of holding.

For so long as any of the Notes are represented by the Global Note Certificate and the Global Note Certificate is held by or on behalf of MOX, the transfer of principal amounts and interest of Notes to or from the account holders of MOX is subject to the registration of such account holders with MOX, where such registration shall be conditional upon the delivery of documents required by MOX pursuant to the rules and procedures of MOX, as amended from time to time. The settlement methods include free of payment and delivery versus payment. The settlement methods are subject to modification at the discretion of MOX.

The transfer of principal amounts and interest of Notes to and from Noteholders and the settlement methods are regulated by MOX under the rules and procedures of MOX, as amended from time to time.

3. COVENANTS

(a) Negative pledge: So long as any Note remains outstanding (as defined in the Trust Deed), the Issuer shall not, and the Issuer shall procure that none of its Non-listed Principal Subsidiaries will, create or permit to subsist any Security Interest upon the whole or any part of its present or future undertaking, assets or revenues (including uncalled capital) to secure any Relevant Indebtedness or to secure guarantee or indemnity of any Relevant Indebtedness without at the same time or prior thereto (i) securing the Notes equally and rateably therewith or (ii) providing such other security for the Notes as the Trustee may in its absolute discretion consider to be not materially less beneficial to the interests of the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders.

–51– (b) Financial Statements etc.: So long as any Note remains outstanding, the Issuer shall provide to the Trustee:

(i) (A) a copy of the Issuer Audited Financial Reports within 150 days of the end of each Relevant Period, prepared in accordance with PRC GAAP (audited by a nationally recognised firm of independent accountants of good repute); and (B) a copy of the Issuer Semi-Annual Unaudited Financial Reports within 90 days of the end of each Relevant Period, prepared on a basis consistent with the Issuer Audited Financial Reports; provided that, if at any time the capital stock of the Issuer is listed for trading on a recognised stock exchange, the Issuer may make available to the Trustee, as soon as they are available but in any event not more than 14 days after any financial or other reports of the Issuer are filed with the exchange on which the Issuer’s capital stock is at such time listed for trading, true and correct copies of any financial or other report filed with such exchange in lieu of the reports identified in Conditions 3(b)(i)(A) and 3(b)(i)(B) above and, if the Issuer Audited Financial Reports and/or the Issuer Semi-Annual Unaudited Financial Reports, as the case may be, shall be in the Chinese language, together with an English language translation of the same translated by (x) a nationally recognised firm of independent accountants of good repute or (y) a professional translation service provider and checked by a nationally recognised firm of independent accountants of good repute, together with a certificate signed by an Authorised Signatory (as defined in the Trust Deed) of the Issuer certifying that such translation is complete and accurate; and

(ii) a Compliance Certificate (on which the Trustee may rely as to such compliance) within 14 days of a request by the Trustee and at the time of provision of the Issuer Audited Financial Reports.

The Trustee shall not be required to review the Issuer Audited Financial Reports and/or the Issuer Semi-Annual Unaudited Financial Reports or any financial or other report furnished or delivered to it as contemplated in this Condition 3(b) and, if the same shall not be in the English language, shall not be required to request for or obtain or arrange for an English language translation of the same, and the Trustee shall not be liable to any Noteholders or any other person for not doing so.

(c) Registration with SAFE: The Issuer undertakes to file or cause to be filed with SAFE the requisite information and documents within the prescribed time frame in accordance with (i) the Administrative Measures for Foreign Debt Registration (《外債登記管理辦法》) issued by SAFE and which came into effect on 13 May 2013, and (ii) the Circular on Relevant Matters about the Macro-Prudential Management of Cross-Border Financing in Full Aperture (《中國人民銀行關於全口徑跨境融資宏觀審慎管理有關事宜的通知》) issued by the PBOC and which came into effect on 12 January 2017 and, any implementation rules, reports, certificates, approvals or guidelines as issued by SAFE or the PBOC, as the case may be, from time to time (the “Foreign Debt Registration”), and to comply with all applicable PRC laws and regulations in relation to the Notes.

The Issuer shall complete the Foreign Debt Registration on or before the SAFE Registration Deadline and, shall within 10 PRC Business Days after SAFE has notified it of the completion of the Foreign Debt Registration, (i) provide the Trustee with a certificate (substantially in the form scheduled to the Trust Deed) signed by an Authorised Signatory of the Issuer confirming the completion of the Foreign Debt Registration (together with a copy of the relevant document(s) issued by SAFE or any other document evidencing the completion of the Foreign Debt Registration) (collectively, the “Registration Documents”) and (ii) give notice to the Noteholders in accordance with Condition 15 (Notices) confirming the completion of Foreign Debt Registration.

–52– The Trustee shall have no obligation or duty to monitor or ensure, or otherwise assist with the completion of the Foreign Debt Registration on or before the SAFE Registration Deadline or to verify the accuracy, validity and/or genuineness of any documents in relation to or in connection with the Foreign Debt Registration, and shall not be liable to Noteholders or any other person for not doing so.

In these Conditions:

“Compliance Certificate” means a certificate in English of the Issuer substantially in the form scheduled to the Trust Deed signed by an Authorised Signatory of the Issuer stating that, having made all enquiries, to the best of the knowledge, information and belief of the Issuer as at a date (the “Certification Date”) not more than five days before the date of the certificate:

(i) no Event of Default (as defined in Condition 8 (Events of Default)) or a Relevant Event had occurred since the Certification Date of the last such certificate or (if none) the date of the Trust Deed or, if such an event had occurred, giving details of it; and

(ii) the Issuer has complied with all its obligations under the Trust Deed, the Agency Agreement and the Notes or, if the Issuer has not complied with all such obligations, giving details of that non-compliance;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Issuer Audited Financial Reports” means the annual audited consolidated balance sheet, income statement, statement of cash flows and statement of changes in equity of the Issuer and its consolidated Subsidiaries together with any statements, reports (including any directors’ and auditors’ reports) and notes attached to or intended to be read with any of them;

“Issuer Semi-Annual Unaudited Financial Reports” means the semi-annual unaudited consolidated balance sheet, income statement and statement of cash flows of the Issuer and its consolidated Subsidiaries together with any statements, reports (including any directors’ and auditors’ reports) and notes attached to or intended to be read with any of them, if any;

“Non-listed Principal Subsidiary” means a Principal Subsidiary whose ordinary shares are not at the relevant time listed on any stock exchange;

“PBOC” means the People’s Bank of China;

“Person” means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;

“PRC” means the People’s Republic of China, which, for the purposes of these Conditions, shall not include Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan;

“PRC Business Day” means a day on which commercial banks are generally open for business in the PRC;

“PRC GAAP” means the Accounting Standards for Business Enterprises and other specific standards issued by the Ministry of Finance of the PRC, and all applicable guidance, bulletins and other relevant accounting regulations issued thereafter, as amended from time to time;

–53– “Principal Subsidiary” means each of Fujian Futou New Energy Investment Co., Ltd. (福建省福投新能源投資股份有限公司) and any Subsidiary of the Issuer:

(a) whose net profits or (in the case of a Subsidiary which itself has Subsidiaries) consolidated net profits, as shown by its latest audited income statement are at least five per cent. of the consolidated net profits as shown by the latest audited consolidated income statement of the Issuer and its Subsidiaries; or

(b) whose gross assets or (in the case of a Subsidiary which itself has Subsidiaries) consolidated gross assets, as shown by its latest audited balance sheet are at least five per cent. of the amount which equals the amount included in the consolidated gross assets of the Issuer and its Subsidiaries as shown by the latest audited consolidated balance sheet of the Issuer and its Subsidiaries including, for the avoidance of doubt, the investment of the Issuer in each Subsidiary whose accounts are not consolidated with the consolidated audited accounts of the Issuer and after adjustment for minority interests; or

(c) to which is transferred the whole or substantially the whole of the assets of a Subsidiary which immediately prior to such transfer was a Principal Subsidiary, provided that the Principal Subsidiary which so transfers its assets shall forthwith upon such transfer cease to be a Principal Subsidiary and the Subsidiary to which the assets are so transferred shall cease to be a Principal Subsidiary at the date on which the first published audited accounts (consolidated, if appropriate), of the Issuer prepared as of a date later than such transfer are issued unless such Subsidiary would continue to be a Principal Subsidiary on the basis of such accounts by virtue of the provisions of paragraphs (a), (b) or (c) above; provided that. in relation to paragraphs (a) and (b) above of this definition:

(i) in the case of a corporation or other business entity becoming a Subsidiary after the end of the financial period to which the latest consolidated audited accounts of the Issuer relate, the reference to the then latest consolidated audited accounts or the Issuer for the purposes of the calculation above shall, until consolidated audited accounts or the Issuer for the financial period in which the relevant corporation or other business entity becomes a Subsidiary are published be deemed to be a reference to the then latest consolidated audited accounts of the Issuer adjusted to consolidate the latest audited accounts (consolidated in the case of a Subsidiary which itself has Subsidiaries) of such Subsidiary in such accounts;

(ii) if at any relevant time in relation to the Issuer or any Subsidiary which itself has Subsidiaries no consolidated accounts are prepared and audited, net profits or gross assets of the Issuer and/or any such Subsidiary shall be determined on the basis of pro forma consolidated accounts prepared for this purpose by the Issuer;

(iii) if at any relevant time in relation to any Subsidiary, no accounts are audited, its net profits or gross assets (consolidated, if appropriate) shall be determined on the basis of pro forma accounts (consolidated, if appropriate) of the relevant Subsidiary prepared for this purpose by the Issuer; and

(iv) if the accounts of any subsidiary (not being a Subsidiary referred to in proviso (i) above) are not consolidated with those of the Issuer, then the determination of whether or not such subsidiary is a Principal Subsidiary shall be based on a pro forma consolidation of its accounts (consolidated, if appropriate) with the consolidated accounts (determined on the basis of the foregoing) of the Issuer.

A certificate signed by an Authorised Signatory of the Issuer stating that, in his/her opinion, a Subsidiary is or is not, or was or was not, a Principal Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties;

–54– “Relevant Indebtedness” means any present or future indebtedness incurred outside the PRC which is in the form of or represented by any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which is, or is intended to be, listed, quoted or traded, on any stock exchange or in any securities market (including, without limitation, any over-the-counter market), which shall not include any indebtedness under any transferable loan facility, bilateral bank loan or syndicated bank loan (including any drawing down of any existing credit line or facility of the Issuer of any of its Subsidiaries);

“Relevant Period” means (i) in relation to the Issuer Audited Financial Reports, each period of twelve months ending on the last day of the Issuer’s financial year (being 31 December of that financial year); and (ii) in relation to the Issuer Semi-Annual Unaudited Financial Reports, each period of six months ending on the last day of the Issuer’s first-half financial year (being 30 June of that financial year);

“SAFE” means the State Administration of Foreign Exchange of the PRC or its local counterparts;

“SAFE Registration Deadline” means the day falling 120 PRC Business Days after the Issue Date;

“Security Interest” means any mortgage, charge, pledge, lien or other security interest including, without limitation, anything analogous to any of the foregoing under the laws of any jurisdiction; and

“Subsidiary” means, in relation to any Person (the “first Person”) at any particular time, any other Person (the “second Person”) whose financial statements are, in accordance with law and generally accepted accounting principles of the PRC, consolidated with those of the first Person.

4. INTEREST

The Notes bear interest from 13 July 2021 (the “Issue Date”) at the rate of 1.88 per cent. per annum, (the “Rate of Interest”) payable in arrear on 13 January 2022 and 12 July 2022 (each, an “Interest Payment Date”), subject as provided in Condition 6 (Payments).

Each Note will cease to bear interest from the due date for redemption unless, upon due presentation, payment of principal is improperly withheld or refused, in which case it will continue to bear interest at such rate (both before and after judgment) until whichever is the earlier of (a) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (b) the day which is seven days after the Principal Paying Agent or the Trustee has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment).

The amount of interest payable on the first Interest Payment Date shall be U.S.$9.40 in respect of each Note of U.S.$1,000 denomination (the “Calculation Amount”) and the amount of interest payable on the second Interest Payment Date shall be U.S.$9.35 in respect of each Calculation Amount. The amount of interest payable per Calculation Amount for any other period shall be equal to the product of the Rate of Interest, the Calculation Amount and the day-count fraction for the relevant period, rounding the resulting figure to the nearest cent (half a cent being rounded upwards).

For so long as the Notes are represented by a Global Note Certificate and the Global Note Certificate is held by or on behalf of MOX, the interest of Notes shall be calculated based on the aggregate principal amount of the Notes represented by the Global Note Certificate.

If interest is required to be calculated for any other date, the relevant day-count fraction will be determined on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

–55– 5. REDEMPTION AND PURCHASE

(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount on 12 July 2022, subject as provided in Condition 6 (Payments).

(b) Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice in accordance with Condition 15 (Notices) to the Noteholders (which notice shall be irrevocable) at their principal amount, together with interest accrued to (but not including) the date fixed for redemption, if, immediately before giving such notice, the Issuer satisfies the Trustee that:

(i) the Issuer has or will become obliged to pay Additional Tax Amounts as provided or referred to in Condition 7 (Taxation) as a result of any change in, or amendment to, the laws or regulations of the PRC or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or after 6 July 2021; and

(ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it;

Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee:

(A) a certificate signed by an Authorised Signatory of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred; and

(B) an opinion in form and substance satisfactory to the Trustee of independent legal or tax advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such Additional Tax Amounts as a result of such change or amendment.

The Trustee shall be entitled (but not obliged) to accept and rely upon such certificate and opinion (without further investigation or enquiry) as sufficient evidence of the satisfaction of the circumstances set out in (i) and (ii) above, in which event they shall be conclusive and binding on the Noteholders, and the Trustee shall be protected and shall have no liability to any Noteholder or any person for so accepting and relying on such certificate or opinion.

Upon the expiry of any such notice period as is referred to in this Condition 5(b), the Issuer shall be bound to redeem the Notes in accordance with this Condition 5(b).

(c) Redemption for a Relevant Event: At any time following the occurrence of a Relevant Event, the Holder of any Note will have the right, at such Holder’s option, to require the Issuer to redeem all but not some only of that Holder’s Notes on the Put Settlement Date (as defined below) at 101 per cent. of their principal amount (in the case of a redemption for a Change of Control) or 100 per cent. of their principal amount (in the case of a redemption for a Non-Registration Event), in each case, together with accrued interest to (but not including) such Put Settlement Date. To exercise such right, the Holder of the relevant Note must deposit at the Specified Office of any Paying Agent a duly completed and signed notice of redemption, substantially in the form scheduled to the Agency Agreement, obtainable from the Specified

–56– Office of any Paying Agent (a “Put Exercise Notice”), together with the Note Certificates evidencing the Notes to be redeemed by not later than 30 days following a Relevant Event, or, if later, 30 days following the date upon which notice thereof is given to Noteholders by the Issuer in accordance with Condition 15 (Notices). The “Put Settlement Date” shall be the 14th day after the expiry of such period of 30 days as referred to above.

A Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem the Notes subject to the Put Exercise Notices delivered as aforesaid.

The Issuer shall give notice to Noteholders in accordance with Condition 15 (Notices) and to the Trustee and the Principal Paying Agent in writing by not later than 14 days (in the case of a redemption for a Change of Control) or five days (in the case of a redemption for a Non- Registration Event) following the first day on which it becomes aware of the occurrence of a Relevant Event, which notice shall specify the procedure for exercise by Holders of their rights to require redemption of the Notes pursuant to this Condition 5(c).

Neither the Trustee nor any of the Agents will be required to take any steps to monitor or ascertain whether a Change of Control, a Non-Registration Event or any event which could lead to the occurrence of a Change of Control or Non-Registration Event has occurred and none of them shall be responsible to the Noteholders or any other person for any loss arising from any failure to do so.

So long as the Notes are represented by the Global Note Certificate, a Holder’s right to redemption of the Notes due to a Relevant Event will be effected in accordance with the rules and procedures for the time being of MOX or the relevant clearing systems.

In these Conditions: a“Change of Control” occurs when:

(a) Fujian State-owned Assets Supervision and Administration Commission of the State Council (福建省人民政府國有資產監督管理委員會) or Fujian Provincial Government or any other person or entity (directly or indirectly) wholly controlled by the central government of the PRC (each a “PRC Government Person”), together, cease to Control the Issuer; or

(b) the Issuer consolidates with or merges into or sells or transfers all or substantially all of its assets to any other person or persons, acting together, except where such person(s) is/are Controlled, directly or indirectly by a PRC Government Person;

“Control” means with respect to a Person (where applicable): (i) the ownership or control of not less than 80 per cent. of the issued share capital of such Person; or (ii) the possession, directly or indirectly, of the power to nominate or designate all members then in office of such Person’s board of directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise. For the avoidance of doubt, a Person is deemed to Control another Person so long as it fulfils one of the two foregoing requirements and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing; a“Non-Registration Event” occurs when the Registration Condition has not been satisfied on or prior to the SAFE Registration Deadline;

“Registration Condition” means the receipt of the Registration Documents by the Trustee; and

“Relevant Event” means a Change of Control or a Non-Registration Event.

–57– (d) Redemption for certain events: The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than five nor more than ten days’ notice to the Noteholders (the “Event Redemption Notice”) (which notice shall be irrevocable) at 100 per cent. of their principal amount, together with interest accrued to the Event Call Settlement Date if an Event occurs or will occur as a result of the Triggering Notification.

The Issuer shall give notice to Noteholders in accordance with Condition 15 (Notices) and to the Trustee and the Principal Paying Agent in writing by not later than two PRC Business Days following the first day on which it becomes aware of the occurrence of an Event, which notice shall specify the relevant Event, the Event Call Settlement Date and the date of the Triggering Notification.

For the purposes of this Condition 5(d):

“Triggering Notification” means a notification, resolution, approval or any other similar notice from a PRC Government Person (whether issued to the Issuer or otherwise) in respect of which the Issuer has made a public announcement, which will lead to or has resulted in the occurrence of an event set out under Condition 8(f)(iv) (Insolvency, etc.), Condition 8(g)(Winding up, etc.) or Condition 8(k) (Compulsory acquisition or seizure).

(e) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided in paragraphs (a) (Scheduled redemption)to(d)(Redemption for certain events) above.

(f) Purchase: The Issuer or any of its Subsidiaries may at any time purchase Notes in the open market or otherwise and at any price.

(g) Cancellation: All Notes so redeemed or purchased by the Issuer or any of its Subsidiaries shall be cancelled and may not be reissued or resold.

(h) No duty to monitor: The Trustee and the Agents shall not be obliged to take any steps to ascertain whether an Event, Relevant Event or Event of Default has occurred or to monitor the occurrence of any Event, Relevant Event or Event of Default, and shall not be liable to the Noteholders or any other person for not doing so.

(i) Calculations: Neither the Trustee nor any of the Agents shall be responsible for calculating or verifying the calculations of any amount payable under any notice of redemption or have a duty to verify accuracy, validity and/or genuineness of any documents in relation to or in connection thereto, and shall not be liable to the Noteholders or any other person for not doing so.

6. PAYMENTS

(a) Principal: Payments of principal and premium (if any) shall be made by wire transfer to a U.S. dollar account maintained by the payee and (in the case of redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Note Certificates at the Specified Office of any Paying Agent.

–58– (b) Interest: Payments of interest shall be made by wire transfer to a U.S. dollar account maintained by the payee and (in the case of interest payable on redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Note Certificates at the Specified Office of any Paying Agent.

For so long as any of the Notes are represented by the Global Note Certificate and the Global Note Certificate is held by or on behalf of MOX, payments of interest or principal will be made to the registered account of each person who is shown on the records of MOX at the close of business (in Macau) on the seventh Clearing System Business Day before the due date for such payment as an account holder, who is a direct participant of MOX, as notified to the Principal Paying Agent by MOX. Such payment will discharge the Issuer’s obligations in respect of that payment. For these purposes, a notification from MOX shall be conclusive evidence of the records of MOX (save in the case of manifest error). Any payments by MOX participants to indirect participants will be governed by arrangements agreed between MOX participant and the indirect participants and will continue to depend on the interbank clearing system and traditional payment methods. Such payments will be the sole responsibility of such MOX participants and not the Issuer.

(c) Payments subject to fiscal laws: All payments in respect of the Notes are subject in all cases to (i) any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 7 (Taxation) and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 7 (Taxation)) any law implementing an intergovernmental approach thereto. No commissions or expenses shall be charged to the Noteholders in respect of such payments.

(d) Payments on business days: Payment instructions (for value the due date, or, if the due date is not a business day, for value the next succeeding business day) will be initiated (i) (in the case of payments of principal and interest payable on redemption) on the later of the due date for payment and the day on which the relevant Note Certificate is surrendered (or, in the case of part payment only, endorsed) at the Specified Office of a Paying Agent and (ii) (in the case of payments of interest payable other than on redemption) on the due date for payment. A Holder of a Note shall not be entitled to any interest or other payment in respect of any delay in payment resulting from the due date for a payment not being a business day. In this paragraph, “business day” means any day on which banks are open for general business (including dealings in foreign currencies) in Macau, New York City and, in the case of surrender (or, in the case of part payment only, endorsement) of a Note Certificate, in the place in which the Note Certificate is surrendered (or, as the case may be, endorsed) and if the Notes are represented by the Global Note Certificate and lodged with MOX, a day on which the Macau government provides public services.

(e) Partial payments: If a Paying Agent makes a partial payment in respect of any Note, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation of a Note Certificate, that a statement indicating the amount and the date of such payment is endorsed on the relevant Note Certificate.

(f) Record date: Each payment in respect of a Note will be made to the person shown as the Holder in the Register at the close of business in the place of the Registrar’s Specified Office on the fifteenth day before the due date for such payment (the “Record Date”).

–59– For so long as any of the Notes are represented by the Global Note Certificate and the Global Note Certificate is held by or on behalf of MOX, payment will be made to the registered account of each person who is shown on the records of MOX at the close of business (in Macau) on the seventh Clearing System Business Day before the due date for such payment (the “Record Date”) as an account holder, who is a direct participant of MOX, as notified to the Principal Paying Agent by the MOX, where Clearing System Business Day means a day (other than a Saturday, Sunday or public holidays) on which banks and foreign exchange markets are open for business and settlement of U.S. dollar payments in Macau and the place in which the Specified Office of the Principal Paying Agent is located and (if surrender of the relevant Individual Note Certificate is required) the relevant place of presentation and if the Notes are represented by the Global Note Certificate and lodged with MOX, a day on which the Macau government provides public services.

7. TAXATION

All payments of principal, premium (if any) and interest in respect of the Notes by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the PRC or any political subdivision thereof or any authority therein or thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law.

(a) held by a Holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Note by reason of its having some connection with the PRC other than the mere holding of the Note; or

(b) where (in the case of a payment of principal or interest on redemption) the relevant Note Certificate is surrendered for payment more than 30 days after the Relevant Date except to the extent that the relevant Holder would have been entitled to such Additional Tax Amounts if it had surrendered the relevant Note Certificate on the last day of such period of 30 days.

In these Conditions, “Relevant Date” means whichever is the later of (1) the date on which the payment in question first becomes due and (2) if the full amount payable has not been received by the Principal Paying Agent or the Trustee on or prior to such due date, the date on which (the full amount having been so received) notice to that effect has been given to the Noteholders.

Any reference in these Conditions to principal, premium (if any) or interest shall be deemed to include any additional amounts in respect of principal, premium (if any) or interest (as the case may be) which may be payable under this Condition 7 (Taxation) or any undertaking given in addition to or in substitution of this Condition 7 (Taxation) pursuant to the Trust Deed.

If the Issuer becomes subject at any time to any taxing jurisdiction other than the PRC, references in these Conditions to the PRC shall be construed as references to the PRC and/or such other jurisdiction.

–60– Neither the Trustee nor any Agent shall in any event be responsible for paying any tax, duty, charges, withholding or other payment referred to in this Condition 7 or for determining whether such amounts are payable or the amount thereof, and shall not be responsible or liable for any failure by the Issuer or the Noteholders or any other person to pay such tax, duty, charges, withholding or other payment in any jurisdiction or be responsible to provide any notice or information in relation to the Notes in connection with payment of such tax, duty, charges, withholding or other payment imposed by or in any jurisdiction.

8. EVENTS OF DEFAULT

If any of the following events occurs (each, an “Event of Default”), then the Trustee at its discretion may and, if so requested in writing by Holders of at least one quarter of the aggregate principal amount of the outstanding Notes or if so directed by an Extraordinary Resolution, shall (subject to the Trustee having been indemnified and/or provided with security and/or pre-funded to its satisfaction) give written notice to the Issuer declaring the Notes to be immediately due and payable, whereupon the Notes shall become immediately due and payable at their principal amount or premium (if any) together with accrued interest (if any) without further action or formality:

(a) Non-payment: the Issuer (i) fails to pay any amount of principal or premium in respect of the Notes on the due date for payment thereof or (ii) fails to pay any amount of interest in respect of the Notes on the due date for payment thereof and such failure to pay such interest continues for a period of 14 days after the due date for such payment; or

(b) Breach of other obligations: the Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Notes or the Trust Deed (other than those obligations the breach of which would give rise to right of a redemption pursuant to Condition 5(c) (Redemption for a Relevant Event)) and such default (i) is incapable of remedy or (ii) being a default which is capable of remedy remains unremedied for 45 days after the Trustee has given written notice thereof to the Issuer; or

(i) any indebtedness of the Issuer or any of its Subsidiaries is not paid when due or (as the case may be) within any originally applicable grace period;

(ii) any such indebtedness becomes due and payable prior to its stated maturity otherwise than at the option of the Issuer or (as the case may be) the relevant Subsidiary or (provided that no event of default, howsoever described, has occurred) any person entitled to such indebtedness; or

(iii) the Issuer or any of its Subsidiaries fails to pay when due any amount payable by it under any guarantee of any indebtedness;

provided that the amount of indebtedness referred to in sub-paragraph (i) and/or sub-paragraph (ii) above and/or the amount payable under any guarantee referred to in sub-paragraph (iii) above, individually or in the aggregate, exceeds U.S.$50,000,000 (or its equivalent in any other currency or currencies on the basis of the middle spot rate for the relevant currency against the U.S. dollar as quoted by any leading bank on the day on which this Condition 8(c) operates); or

(d) Unsatisfied judgment: one or more judgment(s) or order(s) (which no further appeal or judicial review is permissible under applicable law) in respect of the whole or substantially all of its property, assets or revenues is rendered against the Issuer or any of its Principal Subsidiaries and continue(s) unsatisfied and unstayed for a period of 45 days after the date(s) thereof or, if later, the date therein specified for payment; or

–61– (e) Security enforced: a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or substantially all of the undertaking, assets and revenues of the Issuer or any of its Principal Subsidiaries and is not discharged within 45 days; or

(f) Insolvency, etc.: (i) the Issuer or any of its Principal Subsidiaries becomes insolvent or is unable to pay its debts as they fall due, (ii) an administrator or liquidator is appointed (or application for any such appointment is made) in respect of the Issuer or any of its Principal Subsidiaries or the whole or substantially all of the undertaking, assets and revenues of the Issuer or any of its Principal Subsidiaries, (iii) the Issuer or any of its Principal Subsidiaries takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or declares a moratorium in respect of any of its indebtedness or any guarantee of any indebtedness given by it or (iv) the Issuer or any of its Principal Subsidiaries ceases or threatens to cease to carry on all or substantially all of its business (otherwise than, in the case of a Principal Subsidiary of the Issuer, for the purposes of or pursuant to (x) an amalgamation, reorganisation or restructuring, merger or consolidation (A) pursuant to terms approved by an Extraordinary Resolution of the Noteholders, or (B) whereby all or substantially all the undertaking and assets of such Principal Subsidiary are transferred to or otherwise vested in the Issuer or any one or more of its Subsidiaries or (C) whereby there is a solvent winding-up or dissolution of the Principal Subsidiary or (y) any disposal or sale of a Principal Subsidiary to any person on arm’s length terms for business considerations where the considerations (whether in cash or otherwise) resulting from such disposal are transferred to or otherwise vested in the Issuer or any one or more of its Subsidiaries), provided that an Event of Default shall not occur pursuant to this Condition 8(f)(iv) if the Notes have been fully redeemed and cancelled on or before the Event Call Settlement Date; or

(g) Winding up, etc.: an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Issuer or any of its Principal Subsidiaries, otherwise than, in the case of a Principal Subsidiary of the Issuer, for the purposes of or pursuant to (x) an amalgamation, reorganisation or restructuring, merger or consolidation (A) pursuant to terms approved by an Extraordinary Resolution of the Noteholders, or (B) whereby all or substantially all the undertaking and assets of such Principal Subsidiary are transferred to or otherwise vested in the Issuer or any one or more of its Subsidiaries or (C) whereby there is a solvent winding-up or dissolution of the Principal Subsidiary or (y) any disposal or sale of a Principal Subsidiary to any person on arm’s length terms for business considerations where the considerations (whether in cash or otherwise) resulting from such disposal are transferred to or otherwise vested in the Issuer or any one or more of its Subsidiaries, provided that an Event of Default shall not occur pursuant to this Condition 8(g) if the Notes have been fully redeemed and cancelled on or before the Event Call Settlement Date; or

(h) Analogous event: any event occurs which under the laws of the PRC has an analogous effect to any of the events referred to in paragraphs (d) (Unsatisfied judgment)to(g)(Winding up, etc.) above; or

(i) Failure to take action, etc.: any action, condition or thing at any time required to be taken, fulfilled or done in order (i) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under and in respect of the Notes or the Trust Deed, (ii) to ensure that those obligations are legal, valid, binding and enforceable and (iii) to make the Note Certificates and the Trust Deed admissible in evidence in the courts of the PRC and Hong Kong is not taken, fulfilled or done; or

(j) Unlawfulness: it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes or the Trust Deed, as the case may be; or

–62– (k) Compulsory acquisition or seizure: any step is taken by any person with a view to the seizure, compulsory acquisition or expropriation of all or substantially all of the assets of any of the Issuer or any of the Principal Subsidiaries, otherwise than for the purposes of or pursuant to any seizure, compulsory acquisition or expropriation of a Principal Subsidiary by any person on arm’s length terms or for business considerations where the considerations (whether in cash or otherwise) resulting from such seizure, compulsory acquisition or expropriation are transferred to or otherwise vested in the Issuer or any one or more of its Subsidiaries provided that an Event of Default shall not occur pursuant to this Condition 8(k) if the Notes have been fully redeemed and cancelled on or before the Event Call Settlement Date.

9. PRESCRIPTION

Claims for principal and interest on redemption shall become void unless the relevant Note Certificates are surrendered for payment within ten years of the appropriate Relevant Date.

10. REPLACEMENT OF NOTE CERTIFICATES

If any Note Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Registrar, subject to all applicable laws and stock exchange requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer, the Registrar or (as the case may be) the relevant Transfer Agent may reasonably require. Mutilated or defaced Note Certificates must be surrendered before replacements will be issued.

11. TRUSTEE AND AGENTS

Under the Trust Deed, the Trustee is entitled to be indemnified and/or pre-funded and/or provided with security to its satisfaction as well as relieved from responsibility in certain circumstances, including without limitation provisions relieving it from taking steps, actions or proceedings to enforce payment or taking other actions unless first indemnified and/or secured and/or pre-funded to its satisfaction, and to be paid its fees, costs, expenses and indemnity payments in priority to the claims of the Noteholders. In addition, the Trustee and Agents are entitled to enter into business transactions with the Issuer and any entity relating to the Issuer without accounting for any profit.

In the exercise of its functions, rights, authorities, powers and discretions under these Conditions and the Trust Deed, the Trustee will have regard to the interests of the Noteholders as a class and shall not have regard to the interests of and will not be responsible for any consequence for individual Holders of Notes as a result of any circumstances particular to individual Holders of Notes, including but not limited to, such Holders being connected in any way with a particular territory or taxing jurisdiction.

None of the Trustee or any of the Agents shall be responsible for the performance by the Issuer and any other person appointed by the Issuer in relation to the Notes of the duties and obligations on their part expressed in respect of the same and, unless it has written notice from the Issuer to the contrary, the Trustee and each Agent shall be entitled to assume that the same are being duly performed. None of the Trustee or any

–63– Agent shall be liable to any Noteholder, the Issuer or any other person for any action taken by the Trustee or such Agent in accordance with the instructions of the Noteholders. The Trustee shall be entitled to rely on any direction, request or resolution of Noteholders given by Noteholders holding the requisite principal amount of Notes outstanding or passed at a meeting of Noteholders convened and held in accordance with the Trust Deed. Neither the Trustee nor any of the Agents shall be under any obligation to monitor or ascertain whether any Relevant Event or Event of Default has occurred or monitor compliance by the Issuer with the provisions of the Trust Deed, the Agency Agreement or these Conditions.

Each Noteholder shall be solely responsible for making and continuing to make its own independent appraisal and investigation into the financial condition, creditworthiness, condition, affairs, status and nature of the Issuer, and the Trustee shall not at any time have any responsibility for the same and each Noteholder shall not rely on the Trustee in respect thereof.

In acting under the Agency Agreement and in connection with the Notes, the Agents act solely as agents of the Issuer and (to the extent provided therein) the Trustee and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders.

The initial Agents and their initial Specified Offices are listed below. The Issuer reserves the right (with the prior approval of the Trustee) at any time to vary or terminate the appointment of any Agent and to appoint a successor registrar or principal paying agent and additional or successor paying agents and transfer agents; provided, however, that the Issuer shall at all times maintain a principal paying agent, a MOX lodging agent or a registrar.

Notice of any change in any of the Agents or in their Specified Offices shall promptly be given by the Issuer to the Noteholders.

12. MEETINGS OF NOTEHOLDERS; MODIFICATION AND WAIVER

(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions, the Agency Agreement or the Trust Deed. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer or by the Trustee and shall be convened by the Trustee upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes and subject to the Trustee being indemnified and/or secured and/or pre-funded to its satisfaction against all costs and expenses. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to effect the exchange, conversion or substitution of the Notes for other obligations or securities, to amend Condition 3 (Covenants), to change the currency of payments under the Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a “Reserved Matter”)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than two-thirds or, at any adjourned meeting, one third of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not.

–64– In addition, a resolution in writing signed by or on behalf of Noteholders, who for the time being are entitled to receive notice of a meeting of Noteholders under the Trust Deed, holding not less than two-thirds in principal amount of the Notes outstanding, will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

(b) Modification and waiver: The Trustee may (but shall not be obliged to), without the consent of the Noteholders, agree to any modification of these Conditions or the Trust Deed (other than in respect of a Reserved Matter) which is, in the opinion of the Trustee, not materially prejudicial to the interests of Noteholders and to any modification of the Notes or the Trust Deed which is of a formal, minor or technical nature or is to correct a manifest error. In addition, the Trustee may, without the consent of the Noteholders, authorise or waive any proposed breach or breach of the Notes or the Trust Deed (other than a proposed breach or breach relating to the subject of a Reserved Matter) if, in the opinion of the Trustee, the interests of the Noteholders will not be materially prejudiced thereby.

Any such authorisation, waiver or modification shall be binding on the Noteholders and unless the Trustee agrees otherwise, any such authorisation, waiver or modification shall be notified by the Issuer to the Noteholders as soon as practicable thereafter.

(c) Directions from Noteholders: Notwithstanding anything to the contrary in the Notes, the Trust Deed and/or the Agency Agreement, whenever the Trustee is required or entitled by the terms or conditions in the Notes, the Trust Deed and/or the Agency Agreement to exercise any discretion or power, take any action, make any decision or give any direction or certification, the Trustee is entitled, prior to exercising any such discretion or power, taking any such action, making any such decision, or giving any such direction or certification, to seek directions or clarification of directions from the Noteholders by way of an Extraordinary Resolution and shall have been indemnified and/or secured and/or pre-funded to its satisfaction against all action, proceedings, claims and demands to which it may be or become liable and all costs, charges, damages, expenses (including legal expenses) and liabilities which may be incurred by it in connection therewith, and the Trustee is not responsible for any loss or liability incurred by any person as a result of any delay in it exercising such discretion or power, taking such action, making such decision, or giving such direction or certification where the Trustee is seeking such directions or clarifications, or in the event that the directions or clarifications sought are not provided by the Noteholders.

(d) Certificates and Reports: The Trustee may rely without liability to Noteholders, the Issuer or any other person on a report, advice, opinion, confirmation or certificate or any advice of any lawyers, valuers, accountants (including auditors and surveyors), financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any such report, confirmation, opinion or certificate or advice and such report, confirmation, opinion or certificate or advice shall be binding on the Issuer and the Noteholders. The Trustee shall not be responsible or liable to the Issuer, the Noteholders or any other person for any loss occasioned by acting on or refraining from acting on any such report, information, confirmation, certificate, opinion or advice.

–65– 13. ENFORCEMENT

The Trustee may at any time, at its discretion and without notice, take such actions or steps or institute such proceedings as it thinks fit to enforce its rights under the Trust Deed or the Notes, but it shall not be bound to do so unless:

(a) it has been so requested in writing by the Holders of at least one-quarter of the aggregate principal amount of the outstanding Notes or has been so directed by an Extraordinary Resolution; and

(b) it has been indemnified and/or provided with security and/or pre-funded to its satisfaction.

No Noteholder may proceed directly against the Issuer unless the Trustee, having become bound to do so, fails to do so within a reasonable time and such failure is continuing.

14. FURTHER ISSUES

The Issuer may from time to time, without the consent of the Noteholders and in accordance with the Trust Deed, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the issue date, the first payment of interest and the timing to perform and complete the Foreign Debt Registration) so as to be consolidated into and form a single series with the Notes. The Issuer may from time to time, with the consent of the Trustee, create and issue other series of notes having the benefit of the Trust Deed, provided that such supplemental documents are executed and further opinions are obtained as the Trustee may require as further set out in the Trust Deed.

15. NOTICES

Notices to the Noteholders will be sent to them by mail at their respective addresses on the Register. Any such notice shall be deemed to have been given on the fourth day after the date of mailing.

So long as the Notes are represented by the Global Note Certificate and the Global Note Certificate is held in the name of MOX or on behalf of the Alternative Clearing System (as defined in the form of the Global Note Certificate), notices to Noteholders shall be given by delivery of the relevant notice to MOX or the Alternative Clearing System, for communication by it to entitled account holders in substitution for notification as required by the Conditions, and such notice shall be deemed to be received by the Noteholders on the second business day following delivery of such notice to MOX or the Alternative Clearing System.

16. CURRENCY INDEMNITY

If any sum due from the Issuer in respect of the Notes or any order or judgment given or made in relation thereto has to be converted from the currency (the “first currency”) in which the same is payable under these Conditions or such order or judgment into another currency (the “second currency”) for the purpose of (a) making or filing a claim or proof against the Issuer, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to the Notes, the Issuer shall indemnify the Trustee and each Noteholder, on the written demand of the Trustee or such Noteholder addressed to the Issuer and delivered to the Issuer, against any loss suffered as a result of any discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which the Trustee or such Noteholder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.

This indemnity constitutes a separate and independent obligation of the Issuer and shall give rise to a separate and independent cause of action.

–66– 17. GOVERNING LAW AND JURISDICTION

(a) Governing law: The Notes and the Trust Deed and any non-contractual obligations arising out of or in connection with the Notes and the Trust Deed are governed by English law.

(b) Jurisdiction: The Issuer has in the Trust Deed (i) agreed for the benefit of the Trustee and the Noteholders that the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of or in connection with the Notes (including any non-contractual obligation arising out of or in connection with the Notes); (ii) agreed that those courts are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue that any other courts are more appropriate or convenient; (iii) designated Vigour Fine Company Limited (貴信有限公司) (currently at Level 17, Fairmont House, 8 Cotton Tree Dr, Central, Hong Kong) to accept service of any process on its behalf; and (iv) to the extent that it may in any jurisdiction claim for itself or its assets or revenues immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction there may be attributed to itself or its assets or revenues such immunity (whether or not claimed), agreed not to claim and irrevocably waived such immunity to the full extent permitted by the laws of such jurisdiction.

–67– SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM

The Global Note Certificate contains provisions which apply to the Notes while they are in global form, some of which modify the effect of the Terms and Conditions of the Notes set out in this Offering Circular. The following is a summary of certain of those provisions.

The Notes will be in registered form in the denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be represented by beneficial interests in a Global Note Certificate in registered form, which will be registered in the name of a nominee of, and deposited on or about the Issue Date with, MOX. Beneficial interests in the Global Note Certificate will be shown on, and transfers thereof will be effected only through, records maintained by MOX.

Under the Global Note Certificate, the Issuer, for value received, will promise to pay such principal, interest and premium (if any) on the Notes to the holder of the Notes on such date or dates as the same may become payable in accordance with the Terms and Conditions of the Notes.

Subject as provided in the Trust Deed, each person who is for the time being shown in the records of MOX as entitled to a particular principal amount of the Notes represented by this Global Note Certificate (in which regard any certificate or other document issued by MOX as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be deemed to be the holder of such principal amount of such Notes for all purposes other than with respect to payments of principal, premium (if any) and distribution on the Notes for which purpose the registered holder of this Global Note Certificate shall be deemed to be the holder of such principal amount of the Notes in accordance with and subject to the terms of this Global Note Certificate and the Trust Deed. For so long as all of the Notes are represented by this Global Note Certificate and this Global Note Certificate is held on behalf of MOX notices to Noteholders may be given by delivery of the relevant notice to MOX for communication to the relative accountholders. Any such notice shall be deemed validly given to the Noteholders on the day on which such notice is delivered to MOX as aforesaid.

The Global Note Certificate will become exchangeable in whole, but not in part, for Individual Note Certificates if (a) MOX is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) any of the circumstances described in Condition 8 (Events of Default) occurs.

Whenever the Global Note Certificate is to be exchanged for Individual Note Certificates, such Individual Note Certificates will be issued in an aggregate principal amount equal to the principal amount of the Global Note Certificate within five business days of the delivery, by or on behalf of the registered holder of the Global Note Certificate MOX to the Registrar of such information as is required to complete and deliver such Individual Note Certificates (including, without limitation, the names and addresses of the persons in whose names such Individual Note Certificates are to be registered and the principal amount of each such person’s holding) against the surrender of the Global Note Certificate at the Specified Office (as defined in the Terms and Conditions of the Notes) of the Registrar. Such exchange will be effected in accordance with the provisions of the Agency Agreement and the regulations concerning the transfer and registration of Notes scheduled thereto and, in particular, shall be effected without charge to any Noteholder or the Trustee, but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange.

–68– In addition, the Global Note Certificate will contain provisions that modify the Terms and Conditions of the Notes as they apply to the Notes evidenced by the Global Note Certificate. The following is a summary of certain of those provisions:

Payments on business days: In the case of all payments made in respect of the Global Note Certificate “business day” means any day which is a day on which commercial banks are open for business (including dealings in foreign currencies) in the city in which the Register has its specified office.

Payment Record Date: Each payment made in respect of the Global Note Certificate will be made to the person shown as the registered holder of the Global Note Certificate in the Register at the close of business of the Registrar’s Specified Office on the fifteenth day the due date for such payment (the “Record Date”).

Exercise of put option: In order to exercise the option contained in Condition 5(c) (Redemption for a Relevant Event) (the “Put Option”), the registered holder of the Global Note Certificate must, within the period specified in the Terms and Conditions of the Notes for the deposit of the relevant Note Certificate and put exercise notice, give written notice of such exercise to the Principal Paying Agent, in accordance with the rules and procedures of MOX, and/or any other relevant clearing system, specifying the principal amount of Notes in respect of which the Put Option is being exercised. Any such notice shall be irrevocable and may not be withdrawn.

–69– USE OF PROCEEDS

The net proceeds from the issue of the Notes, being the aggregate principal amount of the Notes deducting commissions and other estimated expenses payable in connection with the offering, will be used for refinancing and working capital purposes.

–70– EXCHANGE RATE INFORMATION

The PBOC sets and publishes daily a central parity rate with reference primarily to the supply and demand of Renminbi against a basket of currencies in the market during the prior day. The PBOC also takes into account other factors, such as the general conditions existing in the international foreign exchange markets. From 1994 to 20 July 2005, the conversion of Renminbi into foreign currencies was based on rates set daily by the PBOC on the basis of the previous day’s inter-bank foreign exchange market rates and then current exchange rates in the world financial markets. During this period, the official exchange rate for the conversion of Renminbi to U.S. dollars remained generally stable. Although the PRC Government introduced policies in 1996 to reduce restrictions on the convertibility of Renminbi into foreign currencies for current account items, conversion of Renminbi into foreign currencies for capital items, such as foreign direct investment, loan principals and securities trading, still requires the approval of SAFE and other relevant authorities. On 21 July 2005, the PRC Government introduced a managed floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. The PBOC has enlarged the floating band several times since then. On 17 March 2014, the floating band for the trading prices in the inter-bank foreign exchange market of the Renminbi against the U.S. dollar was expanded to 2% around the central parity rate. This allows the Renminbi to fluctuate against the U.S. dollar by up to 2% above or below the central parity rate published by PBOC. From 21 July 2005 to 30 June 2015, the value of the Renminbi appreciated by approximately 33.5 per cent. against the U.S. dollar. Subsequently, the Renminbi depreciated 4.3 per cent. from 30 June 2015 to 31 December 2015. Since 2016, the exchange rate of Renminbi against the U.S. dollar experienced further fluctuation. Following the gradual appreciation against U.S. dollar in 2017, Renminbi experienced a recent depreciation in value against U.S. dollar followed by a fluctuation in 2018 and early 2019. On 5 August 2019, the PBOC set the Renminbi’s daily reference rate at above 7 per U.S. dollar for the first time in over a decade amidst an uncertain trade and global economic climate. The PBOC authorised the China Foreign Exchange Trading Centre, effective since 4 January 2006, to announce the central parity exchange rate of certain foreign currencies against the Renminbi on each business day. This rate is set as the central parity for the trading against the Renminbi in the inter-bank foreign exchange spot market and the over-the-counter exchange rate for the business day.

The following table sets forth the noon buying rate for U.S. dollars in New York City for cable transfer in Renminbi as certified for customs purposes by the Federal Reserve Bank of New York for the periods indicated as set forth in the H.10 statistical release of the Federal Reserve Board:

Noon buying rate Period Period end Average(1) High Low (RMB per U.S.$1.00) 2013...... 6.0537 6.1412 6.2438 6.0537 2014...... 6.2046 6.1704 6.2591 6.0402 2015...... 6.4778 6.2869 6.4896 6.1870 2016...... 6.9430 6.6549 6.9580 6.4480 2017...... 6.5063 6.7350 6.9575 6.4773 2018...... 6.8755 6.6292 6.9737 6.2649 2019...... 6.9618 6.9081 7.1786 6.6822 2020...... 6.5250 6.8878 7.1348 6.5250 2021 January...... 6.8589 6.9203 6.9749 6.8589 February...... 6.4730 6.4601 6.4869 6.4344 March...... 6.5518 6.5109 6.5716 6.4648 April ...... 6.4749 6.5186 6.5649 6.4710 May...... 6.3674 6.4321 6.4749 6.3674 June (through 25 June) ...... 6.4545 6.4197 6.4811 6.3796

Note:

(1) Determined by averaging the rates on the last business day of each month during the relevant year, except for monthly averages rates, which are determined by averaging the daily rates during the respective months.

–71– CAPITALISATION AND INDEBTEDNESS

The following table sets forth the consolidated capitalisation and indebtedness of the Group as at 31 December 2020 and as adjusted to give effect to the issue of the Notes, before the payment of fees, expenses and commission in connection with the offering. The following table should be read in conjunction with the Group’s financial statements and related notes included in this Offering Circular.

As of 31 December 2020 Actual Adjusted (RMB’000) (US$’000)(1) (RMB’000) (US$’000)(1) Unaudited Current borrowings Short-term borrowings ...... 1,991,039 305,140 1,991,039 305,140 Notes payables ...... 24,079 3,690 24,079 3,690 Notes to be issued...... – – 978,750 150,000 Non-current liabilities due within 1 year ...... 14,654,256 2,245,863 14,654,256 2,245,863 Non-current borrowings Long-term borrowings...... 22,569,578 3,458,939 22,569,578 3,458,939 Bonds payable...... 16,730,757 2,564,101 16,730,757 2,564,101 Total borrowings(2) ...... 55,969,709 8,577,733 56,948,459 8,727,733 Total equity...... 57,262,282 8,775,829 57,262,282 8,775,829 Total capitalisation(3)...... 113,231,991 17,353,562 114,210,741 17,503,562

Notes:

(1) For convenience only, all translation from Renminbi into U.S. dollars are made at the rate of RMB6.5250 to U.S.$1.00 based on the noon buying rate as set forth in the H.10 statistical release of the Federal Reserve Bank of New York on 31 December 2020.

(2) Total borrowings comprise the sum of current borrowings and non-current borrowings.

(3) Total capitalisation represents the sum of total borrowings and total equity.

Members of the Group enter into financing arrangements in the ordinary course of their business.

Since 1 January 2021, the Issuer issued onshore debt securities in an aggregate principal amount of RMB6 billion and repaid matured onshore debt securities in an aggregate principal amount of approximately RMB7.4 billion.

Except as otherwise disclosed above, there has been no material adverse change in the total capitalisation of the Issuer since 31 December 2020.

–72– DESCRIPTION OF THE GROUP

Overview

The Issuer was founded in April 2009 through the merger and reorganisation of four wholly state-owned enterprises in Fujian Province, namely Fujian Investment and Development Co., Ltd. (福建投資開發總公司)(“Fujian Investment Company”), Fujian Investment Enterprises Group Co., Ltd. (福建投資企業集團公司)(“Fujian Investment Enterprises Group”), Fujian Energy Investment Co., Ltd. (福建能源投資有限責任公司)(“Fujian Energy Investment”) and Fujian Provincial State-owned Assets Investment and Holding Co., Ltd. (福建省國有資產投資控股有限責任公司)(“Fujian Provincial State-owned Assets Investment”).

As at the date of this Offering Circular, the Issuer has a registered capital of RMB10.0 billion with the Fujian SASAC as the ultimate beneficial owner and holding 100 per cent. equity interest in the Group. In January 2020, Fujian Provincial Government resolved to transfer 10 per cent. of equity interest in the Issuer held by the Fujian SASAC to the Bureau of Finance of Fujian Province (福建省財政廳) in order to enrich the social insurance fund of Fujian Province, with 31 December 2019 as record date for the transfer. As at the date of this Offering Circular, the share transfer is in progress.

As at 31 December 2020, the Group operates its business through 127 subsidiaries and also has minority interest in over 40 major investment projects. The Group also has business presence in all of Hong Kong, Macau and Taiwan, and currently holds two listed companies, Zhongmin Energy Co., Ltd. (中閩能源股份有限公司) (600163.SH) (“Zhongmin Energy”) and Min Xin Holdings Limited (閩信集團有限公司) (222.HK) (“Min Xin Group”), together with one company listed on the National Equities Exchange and Quotations, Fujian Futou New Energy Investment Co., Ltd. (福建省福投新能源投資股份有限公司) (“Futou New Energy”) (839351.OC).

The Group’s operations span across a wide range of businesses and industries, with a primary focus on the Fujian Province. Below sets forth a summary of the Group’s principal business segments:

• Power Supply. The Group carries out and invests in power supply business through a number of its subsidiaries and affiliates, and holds interest in a variety of high-quality power supply projects in Fujian Province. Electricity generated from these projects are primarily sold within Fujian Province, with a minor part sold to other parts of Eastern China. This business segment mainly consists of five sectors, namely: (i) wind power; (ii) hydro power; (iii) thermal power; (iv) gas-fired power; and (v) nuclear power. The Group has minority interest in all its power supply projects other than the wind power supply projects.

–73– • Gas Supply. The Group carries out its liquefied natural gas (“LNG”)-based gas supply business primarily through its subsidiary Futou New Energy and Futou New Energy’s subsidiary CNOOC Fujian New Energy Co., Ltd. (中海石油福建新能源有限公司)(“CNOOC Fujian New Energy”). Centred around the LNG development strategy of Fujian Province and China National Offshore Oil Corporation (中國海洋石油總公司) (and its subsidiaries, as applicable, “CNOOC”), the Group strives to solidify its leading position in gas supply in the province. In addition, the Group also holds 40 per cent. equity interest in CNOOC Fujian LNG, which carries out businesses including LNG terminal construction and operations and the importing, distribution and supply of LNG.

• Water Supply and Treatment. The Group carries out its water supply business primarily through its wholly-owned subsidiary Fujian Zhongmin Water Investment Group Co., Ltd. (福建中閩水務投資集團有限公司)(“Zhongmin Water”). The water supply business of the Group mainly focuses on water diversion projects and urban water supply. In addition, the Group also engages in sewage treatment business in Ningde City, Shaowu City, Fuding City, Sanming City and Pingnan City through subsidiaries of Zhongmin Water.

• Railway Investment. The Group invests in railway projects in Fujian Province through its wholly-owned subsidiary Fujian Railway Investment Co., Ltd. (福建省鐵路投資有限公司)(“Fujian Railway”). As the sole provincial-level designated entity for national-regional joint venture railway projects in Fujian Province, Fujian Railway collaborates with China State Railway Group Co., Ltd. (中國鐵路總公司) (and its subsidiaries, as applicable, “China Railway”) in the execution and capital allocation of such national-regional joint venture railway projects in Fujian Province in accordance with China Railway’s investment and development plans in the province. The Group has minority interest in all the railway projects it participates in.

• Finance and Financial Services and Others. The Group’s finance and financial services business focuses on providing financial services to local financial enterprises in Fujian Province. Benefiting from the strong support from the Fujian Provincial Government, the Group holds high-quality financial assets in the province and has a solid industrial chain covering a variety of areas, including banking, private equity investment, advisory, trusts, guarantees, re-guarantees, leasing, pawns and other types of financial services. The Group also engaged and invested in, or currently engages and invests in a number of other businesses, including paper manufacturing and automobile trading, from which the Group has exited, and other businesses such as property leasing, property management and project management.

In recent years, the Group has won a series of awards, including the “Outstanding Fixed-Income Products Issuer” awarded by Shenzhen Stock Exchange in 2019. The Group has been awarded and maintained an AAA rating by China Chengxin International Rating Co., Ltd. (中誠信國際信用評級有限責任公司) (“CCXI”) for eight consecutive years from 2013 to 2020 and has been awarded A grade in the performance appraisal carried out by the Fujian SASAC for eleven consecutive years since 2009. Looking forward, the Group will adhere to the concept of “deeply rooted in Fujian and invest in the future” (深耕八閩,投向未來), continue to actively promote the pilot reform of state-owned investment companies, enhance its leading role in important fields and key industries, with the aim to build a state-owned investment company that is “top in Fujian and renowned in China” (國內知名,福建一流).

–74– Key Milestones

Below sets forth the key milestones in the development of the Group:

2009...... On 27 April 2019, the Issuer was through the merger and reorganisation of four wholly state-owned enterprises in Fujian Province, namely Fujian Investment Company, Fujian Investment Enterprises Group, Fujian Energy Investment and Fujian Provincial State-owned Assets Investment with a registered share capital of RMB5,958,080,000.

In August 2009, Fujian Mintou Investment, Financing and Re-Guarantee Co., Ltd. (福建省閩投融資再擔保有限責任公司) (formerly known as Fujian Small- and Medium-Sized Enterprises Credit Re-Guarantee Co., Ltd. (福建省中小企業信用再擔保有限責任公司)(“Mintou Guarantee”), a not-for- profit, policy-oriented guarantee and re-guarantee company, was established.

2010...... In May 2010, Haixia Industrial Investment Fund (Fujian) Limited Partnership (海峽產業投資基金(福建)有限合夥企業)(“Haixia Industrial Investment Fund”), the first large-scale industrial investment fund jointly funded by enterprises from the China Mainland and Taiwan, was established.

2011 ...... In November 2011, the Issuer’s registered share capital increased to RMB10 billion.

In December 2011, Futou New Energy acquired 50 per cent. equity interest in CNOOC Fujian New Energy.

2013...... In January 2013, CNOOC Fujian New Energy completed its acquisition of Fujian Zhongmin Logistics Co., Ltd. (福建中閩物流有限公司) and Fujian Zhongmin CNOOC Gas Co., Ltd. (福建中閩海油燃氣有限責任公司), marking the completion of the “three in one” consolidation of Futou New Energy. Taiwan Mintou Economic Development Co., Ltd. (台灣閩投經濟發展有限公司), the Group’s first subsidiary in Taiwan, was established.

The Issuer was awarded a rating of “AAA” from CCXI for the first time. The Issuer obtained debt financing instruments qualification.

2014...... In May 2014, Fujian Mintou Asset Management Co., Ltd. (福建省閩投資產管理有限公司)(“Mintou Asset Management”), the first local financial asset management company in Fujian Province, was established.

2015...... In June 2015, Zhongmin Water won the bid for its first public-private partnership (“PPP”) project, the sewage treatment project in Fuding City.

In December 2015, Zhongmin Energy completed its back-door listing on the Shanghai Stock Exchange.

In December 2015, The Issuer became the third largest shareholder of Xiamen Airlines Co, Ltd. (廈門航空股份有限公司) by acquiring 11 per cent. equity interest therein.

In December 2015, the Group’s first photovoltaic project in Xinjiang commenced operation.

The consolidated total assets of the Issuer exceeded RMB100 billion.

–75– 2016...... In August 2016, Yongtai Pumped-Storage Power Station (永泰抽水蓄能電站)(“Yongtai Power Station”), a peak-shaving power project to complement the Group’s nuclear power supply projects, commenced construction.

In August 2016, Haixia Goldenbridge Insurance Co., Ltd. (海峽金橋財產保險股份有限公司), an insurance company in which the Group has minority interest, was established as the first state-owned nationwide insurance company in Fujian Province.

2017...... In April 2017, Xiamen International Bank Co., Ltd. (廈門國際銀行股份有限公司), in which the Group has minority interest, completed its acquisition of Chiyu Banking Corporation Ltd. (集友銀行有限公司).

In September 2017, the Group received financing from New Development Bank BRICS for the first time.

2018...... The Issuer successfully carried out financing activities in Hong Kong for the first time.

In November 2018, the Issuer issued the first series of provincial level poverty alleviation bonds in the PRC.

In December 2018, Fujian Province became the first province in the PRC to have an intra-province railway ring system, achieving high-speed train access to all cities within the province.

2019...... In March 2019, Chinalco Southeast Copper. Co., Ltd. (中鋁東南銅業有限公司), in which the Group has 40 per cent. equity interest, completed its 400,000-tonne copper smelting project in Ningde City.

2020...... In January 2020, Fujian Provincial Government resolved to transfer 10 per cent. of equity interest in the Issuer held by the Fujian SASAC to the Bureau of Finance of Fujian Province (福建省財政廳) in order to enrich the social insurance fund of Fujian Province, with 31 December 2019 as record date for the transfer. As at the date of this Offering Circular, the share transfer is in progress.

For the year ended 31 December 2020, Mintou Guarantee recorded an increase in its re-guarantees business scale of RMB10.3 billion. As at 31 December 2020, the balance of Mintou Guarantee’s external guarantees reached RMB10.8 billion, both breaking the RMB10 billion mark for the first time.

–76– Recent Developments

Resignation and Incapacitation of Supervisors

In June 2021, Mr. Chen Yu, an employee supervisor of the Issuer became incapable of performing his duties due to illness and Ms. Guo Jing, another employee supervisor of the Issuer retired from her office. As a result, the Issuer currently has no supervisors, whereas the articles of associations of the Issuer stipulates that the board of supervisors of the Issuer shall have five members. As at the date of this Offering Circular, such vacancy of supervisors does not affect the Issuer’s decision making process. See also “Risk Factors – Risks Relating to the Group and its Businesses – The Group’s success depends on the continuing efforts of its board of directors, senior management team and other key personnel”.

Progress of Material Litigation involving the Issuer’s Subsidiary as Plaintiff

Completion of Disposal of Subsidiaries

Financial results of the Issuer as at and for the three months ended 31 March 2021

–77– Competitive Strengths

The Group believes that its competitive strengths outlined below distinguish it from its competitors and are important to its success and future development:

Deeply rooted in Fujian Province with prominent regional economic advantages.

Sitting on the west coast of the Taiwan Strait, Fujian Province enjoys prominent regional economic advantages backed by preferential government policies. Given the strategically important geographical location, the west-Taiwan Strait economic zone plays a key part in the general economic development of the PRC. Fujian Province, as the leading province in this economic zone on the west coast of the Taiwan Strait, serves as the hub of economic exchanges between Taiwan and other parts of China. In addition, Fujian Province is also one of the PRC’s windows for opening up to the Asia-Pacific region and as one of the pilot provinces for the development of marine economy, it plays an essential role in the 21st Century Maritime Silk Road (21世紀海上絲綢之路) initiative promulgated by the PRC Government.

A substantial part of the Group’s operations and investments are located in Fujian Province. Adhering to the development plans of Fujian Province and the PRC, the Group continued to optimise its investment direction and business operations by focusing on infrastructure and other pillar industries, while also expanding to finance and financial services. The Group has achieved leading positions in a variety of industries it participates in.

Deeply rooted in Fujian Province as one of the key enterprises supervised by the Fujian Provincial Government and the Group is the largest state-owned comprehensive investment company in Fujian Province, the Group is able to leverage the PRC Government’s west-Taiwan Strait development plans, the 21st Century Maritime Silk Road initiatives and various preferential local policies, and believes that it will continue to maintain and strengthen its strong and leading position in Fujian Province in the industries it operates or invests in.

The largest state-owned comprehensive investment company and a major state-owned assets operator in Fujian Province with strong government support.

The Issuer is the largest state-owned comprehensive investment company and a major state-owned assets operator in Fujian Province under the direct control of the Fujian SASAC. It holds a leading position in the area of state-owned assets investment and operations and ranked amongst the top in terms of asset scale and profitability amongst companies owned or controlled by the Fujian SASAC. Since its establishment in 2009 and through the years of development, the Group has become a key state-owned enterprise in charge of the investments in and construction of large-scale public welfare-oriented and resource-based projects in Fujian Province, placing itself at the core of strategically important development projects of Fujian Province.

As a paramount investing and holding company in Fujian Province and a pilot enterprise for the province’s state-owned investing company reform, the Group has also received strong government support throughout its development. For example, Fujian Railway, a subsidiary of the Issuer, is the sole provincial-level designated entity for national-regional joint venture railway projects in Fujian Province, and CNOOC Fujian New Energy, another subsidiary of the Issuer, is the largest LNG distributor and logistics operator in Fujian Province, which have further enhanced the Group’s leading positions in these businesses.

Notwithstanding the relationship as described and detailed in this Offering Circular between Fujian SASAC, the Fujian Provincial Government and the Issuer, Fujian SASAC and the Fujian Provincial Government do not provide credit support in respect of the Notes, and the repayment obligations in respect of the Notes remain the sole responsibility of the Issuer.

–78– Leading positions in industries with high growth potential.

The Group operates and invests in strategically important industries and industries with high growth potential which are supported by government policies. For instance, new energy power generation plays an important part in Fujian Province’s and the PRC’s future energy development. Policies such as the Development Plan for New Energy Industry (《新興能源產業發展規劃》) have been introduced in favour of the upgrades and transformation of traditional energy, as well as the utilisation of new energy. In line with the energy development plans of Fujian Province, the Group has participated extensively in large-scale wind power, nuclear power and gas-fired power projects in recent years, in particular the wind power projects, which are held and operated by the Group.

On the other hand, natural gas is an important strategic resource and one type of clean energy which is encouraged and supported by government policies. In recent years, Fujian Province continued to expand its LNG projects with the construction of LNG terminals, storage and distribution stations and storage tanks. The Group participates comprehensively in the mid- and downstream industrial chain of the LNG projects in Fujian Province, through its subsidiary CNOOC Fujian New Energy and through investments in CNOOC Fujian LNG Co., Ltd. (中海福建天然氣有限責任公司)(“CNOOC Fujian LNG”).

The Group’s businesses, especially its power supply and gas supply segments, are expected to develop rapidly and continue to be the Group’s important profit growth points.

Diversified sources of income.

As a large-scale comprehensive investment holding enterprise, the Group not only generates profit from its business operations of the various business segments, but also derives a substantial amount of investment income from the Group’s minority interest in a variety of enterprises the Group invests in, which are accounted using equity method. The Group’s investment income mainly comprises investment holding income and disposal income. Benefiting from its leading position in the area of state-owned assets investment and operations, the Group holds and invests in diversified high-quality state-owned assets as well as high-profile listed companies, such as Huaneng Power International Inc. (華能國際電力股份有限公司) (600011.SH) (“Huaneng International”) and Industrial Bank of China Co., Ltd. (興業銀行股份有限公司) (601166.SH). (“China Industrial Bank”) The aforementioned has generated considerable investment income for the Group. For the years ended 31 December 2018, 2019 and 2020, the Group recorded investment income in the amount of RMB3.2 billion, RMB3.4 billion and RMB3.9 billion, respectively, representing 144.4 per cent., 127.5 per cent. and 135.8 per cent. of the Group’s operating profit for the respective years, contributing solidly to the Group’s profitability. The Group believes that such diversified source of income will continue to firmly support the Group’s future growth.

Diversified sources of funding.

As the largest state-owned comprehensive investment company and a major state-owned assets operator in Fujian Province under the direct control of the Fujian SASAC, the Group has received strong support from major financial institutions to meet its financing needs. The Group has maintained positive cooperative relationships with major domestic financial institutions. In relation to construction projects, members of the Group apply for fixed-asset project loans from financial institutions on a case-by-case basis which are exclusively used for the construction and development of the corresponding projects. Members of the Group also apply for liquidity loans from financial institutions after estimating their liquidity demands. The Group strives to obtain loans at competitive interest rates to ensure the funding needs of various investment projects. The Group has also directly financed through issuing various types of debt financing instruments in the interbank bond market, which include medium term notes, commercial papers and corporate bonds. As at the 31 December 2020, the Issuer had outstanding debt securities with an aggregate principal amount of RMB29.1 billion. As at the same date, the Group had credit facilities in the amount of RMB33.4 billion, out of which RMB21.5 billion remained unutilised. The Group has also sought to diversify its financing channels by utilising entrusted loans, designated funds and local government debt lending.

–79– Experienced management team with support from comprehensive internal control system and dedicated team of staff.

The Group is led by a highly-experienced team of management professionals with a deep understanding of the economic and political environment and socioeconomic policies adopted by the government. The senior management team has in-depth experience in key areas relating to the Group’s businesses, such as the operation of and investment in public welfare-oriented industries and projects, railway investment, finance and other financial services, as well as accounting, finance and political relations. The Group’s leadership has demonstrated market-leading execution ability across different industries and markets. Under their guidance, the Group has navigated through various markets and business cycles, regulatory reforms and industry developments over its operating history.

The Issuer was established through the merger and reorganisation of four wholly state-owned enterprises in Fujian Province, namely Fujian Investment Company, Fujian Investment Enterprises Group, Fujian Energy Investment and Fujian Provincial State-owned Assets Investment in April 2009. Each of the Group’s predecessors had through their years of development accumulated profound experience in the areas of investment and financing, equity interest management and capital operation backed by their solid talent pool. After its establishment, the Group’s management has leveraged such experience to develop prudent corporate governance and risk management measures covering areas of decision-making, financial accounting and human resources systems to adapt for the needs of the merged entity and ensure the Group’s responsiveness to risks. The Group believes that as a result of its leadership’s in-depth industry expertise, market knowledge and experience and strong ties to the government, supported by the comprehensive internal control system and dedicated team of staff, the Group enjoys a strong competitive position under the framework of the socioeconomic development strategies of Fujian Province.

Business Strategies

The Group strives to adhere to the concept of “deeply rooted in Fujian and invest in the future” (深耕八閩,投向未來), continue to actively promote the pilot reform of state-owned investment companies, enhance its leading role in important fields and key industries, with the aim to build a state-owned investment company that is “top in Fujian and renowned in China” (國內知名,福建一流). The Group intends to focus on the following strategies to achieve these goals:

Continue to fulfil its role as the largest state-owned comprehensive investment company and a major state-owned assets operator in Fujian Province so as to maximise the value of the state-owned assets.

Fulfilling its role as the largest state-owned comprehensive investment company and a major state-owned assets operator in Fujian Province, and relying on its leading position in a variety of industries, the Group intends to maximise intra-group synergies and further develop its business segments, with a focus on infrastructure and pillar industries, strategic emerging industries, as well as the finance and financial services industry. To better serve its important socioeconomic function of promoting the transformation of local industries and regional economic development, the Group is committed to better preserve the value of state-owned assets and promote the market guidance function of state-owned investment companies through professional management, market-oriented operations and expansion into the international market.

In more details, the Group strives to become a state-owned investment company that is “top in Fujian and renowned in China” (國內知名,福建一流) through the following strategic plans:

• One Support “一依托”. Supported by the competitive advantages as a provincial-level comprehensive investment company, the Group looks to further its development model through internal synergies and continuous innovation.

–80– • Two Principle Lines “雙主線”. The Group will continue to develop its core competitiveness based on the industrial chain and extended value chain of its principle lines of business as its two focus areas of operation and investment.

• Three Surrounds “三圍繞”. The Group intends to steadily advance its internationalisation process by formulating business plans surrounding the three principle businesses areas of infrastructure and pillar industries, finance and financial services and capital operation and by adhering to the development direction of Fujian Province, the west Taiwan Strait economic zone and the regions under the 21st Century Maritime Silk Road initiatives (21世紀海上絲綢之路).

• Multiple Dimensions “多維發展”. The Group aims to achieve overall healthy and stable development through strategies including asset securitisation, mergers and acquisitions, and collaboration with high-profile business partners.

To build a competitive modern investment holding enterprise with leading position in multiple business segments.

Leveraging the strong financial and policy support (but not including credit support) from the Fujian Provincial Government and its strong track record and experience in the industries it operates and invests in, the Group aims to better capture business opportunities to enhance the Group’s leading position in its multiple business segments.

In terms of its power supply business, the Group intends to further enhance the scale of clean energy power generation, including to accelerate the development of its onshore and offshore wind power projects and to explore business activities in other types of clean energy; in terms of its gas supply business, the Group intends to deepen its strategic cooperation withs CNOOC, assist with different industries’ transformation and upgrades towards LNG-based energy, and build an LNG-based industry cluster; in terms of its water supply and treatment business, the Group intends to further develop the entire industrial chain with water supply and treatment as the core and sewage treatment as the key of industry transformation and upgrades; in terms of its railway investment business, the Group will continue to adhere to the railway development plans of China Railway and the Fujian Provincial Government and proactively carry out railway projects it participates in; in terms of finance and financial services, the Group aims to take a leap in the development of this segment by substantially increase its percentage of holdings in the investees and to develop into a regional financial holding group with banking, securities, property insurance, equity and venture capital investment as the core, supplemented by trusts, financial leasing, micro-credit loans, pawns and asset management businesses. In addition, the Group also intends to actively seek for business opportunities in other business areas.

Through the abovementioned strategies, the Group is committed to develop into a competitive modern investment holding enterprise with strong branding, centred around the development of Fujian Province.

Achieve sound liquidity positions through prudent financial management, relying on capital market activities and utilising innovative financing models.

The Group will continue to strengthen its financial and cash flow management to support sustainable business growth. The Group intends to continue to maintain a prudent policy on financial management to enhance the Group’s liquidity and financial strength through accessing diversified financing channels in the capital and credit markets. Along with obtaining project loans at competitive interest rates for its various public welfare-oriented projects, the Group will continue to rely on the proceeds from its debt issuances in onshore and offshore capital markets, and in addition, endeavours to diversify its financing channels by utilising entrusted loans, designated funds and other types of non-traditional financing methods.

–81– The Group will continue to undertake a prudent management of its business portfolio by adopting a balanced approach to expand its different businesses, taking into account the changes in market and economic conditions. The Group will also continue to improve its internal financial management process and corporate governance standards, which the Group believes allow it to better seize business opportunities when they arise and efficiently acquire attractive projects at reasonable cost.

Maintain efficient and effective operations under an experienced management team.

The Group believes that its experienced management team has been a key factor in contributing to its success, especially in achieving a leading position in the industries in which the Group operates and invests. The Group will continue to build a professional management team with well-qualified and experienced personnel, carry out regular training so as to enable the Group to continue to improve the efficiency of its operations and achieve its strategic goals through the expertise and continuity, of the Group’s management team.

–82– Structure Chart

Below sets forth a simplified structure chart of the Group as at the date of this Offering Circular:

Fujian SASAC

100%4

The Issuer

71.99% 100% 100% 80% 100% 100% 100% 60% 90%

Fujian Industrial Fujian Putian Mintou Zhongmin Energy Fujian Futou Fujian Huaxing Fujian Futou New Energy Fujian Huaxing Start-up Fujian Railway Vigour Fine Equity Investment Offshore Wind Power Co., Ltd. Investment Co., Ltd. Group Co., Ltd. Investment Co., Ltd. Investment Co., Ltd. Investment Co., Ltd. Company Limited Fund Co., Ltd. Co., Ltd. (中閩能源股份 (福建省福投投資有限責 (福建省華興集團 (福建省福投新能源 (福建華興創業投資 (福建省鐵路投資有限責任 (貴信有限公司) (福建省產業股權投資基 (福建莆田閩投有限公司) 任公司) 有限責任公司) 投資股份公司) 有限公司) 公司) 金有限公司) 海上風電有限公司)

100%

–83– Fujian Zhongmin Offshore Wind Power Co., Ltd. (福建中閩海上風電有限公司)

99.4% 100% 100% 0.06%

Fujian Mintou Fujian Zhongmin Fujian Mintou Asset Investment, Financing Water Investment Management Co., Ltd. and Group Co., Ltd. (福建省閩投資產 Re-Guarantee Co., Ltd. (福建中閩水務投資管理有限公司) (福建省閩投融資集團有限公司) 再擔保有限責任公司)

4 In January 2020, Fujian Provincial Government resolved to transfer 10 per cent. of equity interest in the Issuer held by the Fujian SASAC to the Bureau of Finance of Fujian Province (福建省財政廳) in order to enrich the social insurance fund of Fujian Province, with 31 December 2019 as record date for the transfer. As at the date of this Offering Circular, the share transfer is in progress. Description of the Group’s Business

The Group’s operations span across a wide range of businesses and industries, with a primary focus on the Fujian Province. The Group’s business segments includes (i) power supply; (ii) gas supply; (iii) water supply and treatment; (iv) railway investment; and (v) finance and financial services and others.

The following table sets out a breakdown of the Group’s total operating income by business segment for the years indicated5:

For the year ended 31 December 2018 2019 2020 (RMB in (RMB in (RMB in millions) % millions) % millions) % Operating income by business segment Power Supply ...... 668.5 12.9 714.4 16.7 1,248.8 25.2 Gas Supply ...... 2,357.5 44.3 2,195.1 51.4 2,152.5 43.4 Water Supply and Treatment...... 351.3 6.6 381.2 8.9 437.9 8.8 Finance and Financial Services and Others ...... 1,941.3 36.5 981.1 23.0 1,121.3 22.6 Total...... 5,318.6 100.0 4,271.8 100.0 4,960.5 100.0

Power Supply

The Group carries out and invests in power supply business through a number of its subsidiaries and affiliates, and holds interest in a variety of high-quality power supply projects in Fujian Province. Electricity generated from these projects are primarily sold within Fujian Province, with a minor part sold to other parts of Eastern China. This business segment mainly consists of five sectors, namely: (i) wind power; (ii) hydro power; (iii) thermal power; (iv) gas-fired power; and (v) nuclear power. The Group has minority interest in all its power supply projects other than the wind power supply projects. For the years ended 31 December 2018, 2019 and 2020, the Group’s power supply projects generated an aggregate amount of 46.7 billion kWh, 46.7 billion kWh and 47.3 billion kWh of electricity, respectively.

For the years ended 31 December 2018, 2019 and 2020, the operating income generated from the Group’s power supply business was RMB668.5 million, RMB714.4 million and RMB1,248.8 million, respectively, constituting approximately 12.9 per cent., 16.7 per cent. and 25.2 per cent. of the Group’s total operating income for the same years, respectively. As at 31 December 2018, 2019 and 2020, the total assets of the Group’s power supply business was RMB16.9 billion, RMB19.0 billion and RMB22.4 billion, respectively constituting approximately 12.6 per cent., 16.0 per cent. and 17.7 per cent. of the Group’s total assets as at the same dates, respectively.

Wind Power

The Group’s wind power business is primarily carried out through its listed subsidiary Zhongmin Energy and Fujian Zhongmin Energy Investment Co., Ltd. (福建中閩能源投資有限責任公司), a subsidiary of Zhongmin Energy.

As at 31 December 2020, the Group had in operation 14 onshore wind power projects and two offshore wind power projects, with a total installed capacity of 0.9 million kilowatts and capacity in production of 0.8 million kilowatts. For the years ended 31 December 2018, 2019 and 2020, the Group’s annual sales of its wind power business amounted to 1.3 billion kWh, 1.3 billion kWh, and 2.2 billion kWh, respectively.

5 For the years ended 31 December 2018, 2019 and 2020, the Group had minority interest in all the railway projects it participates in. As a result, the income from the railway investment segment is accounted towards investment income and does not contribute towards the operating income of the Group.

–84– The following table sets forth the Group’s wind power projects in operation as at 31 December 2020:

Power Total Investment Operation Installed Capacity in Generation Investment Amount of Commencement Project Capacity Production Units Amount the Group Date (’000 (’000 (RMB in (RMB in kilowatts) kilowatts) millions) millions) Fuqing Jiaru Phase I 48.0 48.0 2MW x 458 458 September (福清嘉儒一期項目) ...... 24 2009 Fuqing Jiaru Phase II 48.0 48.0 2MW x 428 428 May 2012 (福清嘉儒二期項目)...... 24 Fuqing Zeqi 48.0 48.0 2MW x 506 506 July 2011 (福清澤歧項目)...... 24 Fuqing Zhongcuo 32.0 32.0 2.5MW x 341 341 December (福清鐘厝項目)...... 12 + 2014 2MW x 1 Lianjiang Beijiao 48.0 48.0 2MW x 400 400 October 2012 (連江北茭項目)...... 24 Lianjiang Huangqi 30.0 30.0 2.5MW x 305 305 January 2016 (連江黃岐項目)...... 12 Pingtan Qingfeng 48.0 48.0 2MW x 572 572 March 2013 (平潭清峰項目)...... 24 Heilongjiang Wu’er Guli 30.0 30.0 1.5MW x 228 228 Late 2007 Mountain Phase I 20 (through (through (黑龍江烏爾古力山一期項 acquisition) acquisition) 目)...... Heilongjiang Wu’er Guli 30.0 30.0 1.5MW x / / Late 2008 Mountain Phase II 20 (黑龍江烏爾古力山二期項目)...... Heilongjiang Wuding 49.5 49.5 1.5MW x 157 157 Early 2014 Mountain Phase I 23 (through (through (黑龍江五頂山項目)...... acquisition) acquisition) Putian Pinghai Bay Offshore 50.0 50.0 5MW x 1,164 1,164 July 2016 Wind Farm Phase I 10 (莆田平海灣海上風電場一期)...... Putian Pinghai Bay Offshore 246.0 132.0 6MW x 4,960 4,190 June 2019 Wind Farm Phase II 41 (莆田平海灣海上風電場二期)...... Fuqing Matou Mountain 47.5 47.5 2.5MW x 459 459 April 2020 Wind Farm 19 (福清馬頭山風電場)...... Fuqing Wangmu Mountain 47.5 47.5 2.5MW x 444 444 April 2020 Wind Farm 19 (福清王母山風電場)...... Fuqing Damao Mountain 40.0 40.0 2.5MW x 452 452 December Wind Farm 16 2020 (福清大帽山風電場)...... Pingtan Qingfeng Wind 64.8 64.8 3.6MW x 579 579 December Farm Phase II 18 2020 (平潭清峰風電場二期) ...... Total ...... 907.3 793.3 11,453 10,683

–85– The following table sets forth the Group’s wind power projects under construction as at 31 December 2020:

Planned Power Total Amount Project Installed Generation Investment Invested by Commencement Project Capacity Units Amount the Group Date (’000 (RMB in (RMB in kilowatts) millions) millions) Putian Pinghai Bay Phase II 246.0 6MW x 41 4,960 4,190 December 246MW Offshore Wind Farm 2016 (莆田平海灣二期246MW海上風電項目)...... Putian Pinghai Bay Phase III 308.0 7MW x 44 6,200 2,026 January 2020 308MW Offshore Wind Farm (莆田平海灣三期308MW海上風電項目) ...... Total...... 554.0 1,160 6,216

Putian Pinghai Bay Phase II 246MW Offshore Wind Farm commenced partial operation in June 2019, with a capacity in production of 168,000 kilowatts as at 31 March 2021 and Putian Pinghai Bay Phase III 308MW Offshore Wind Farm commenced partial operation in March 2021, with a capacity in production of 14,000 kilowatts as at 31 March 2021.

The Group’s wind power are mainly sold within Fujian Province with a minor part sold to Heilongjiang Province and its major customers include State Grid Fujian Electric Power Co., Ltd. (國網福建電力有限公司) and State Grid Heilongjiang Electric Power Co., Ltd. (國網黑龍江電力有限公司).

The following table sets forth the geographic breakdown of the Group’s wind power sales for the years indicated.

For the year ended 31 December Region 2018 2019 2020 % Fujian Province ...... 80.3 77.7 88.0 Heilongjiang Province ...... 19.7 22.3 12.0 Total...... 100.0 100.0 100.0

One benefit of wind power compared to other forms of power supply is the relatively short construction period and low operational costs of wind farms. With more projects to be completed and put into production at full capacity, wind power is developing towards a new revenue and profit growth point of the Group.

Hydro Power

The Group invests in hydro power business through holding minority interest in hydro power projects. As at 31 December 2020, the Group invested in five hydro power companies the hydro power plants operated by which have a total installed capacity of 2.8 million kilowatts.

–86– The following table sets forth the hydro power companies the Group invested in as at 31 December 2020:

Group’s Power Plant Interest in Installed Installed Power Company Equity Interest Capacity Capacity (%) (’000 kilowatts) (’000 kilowatts) Fujian Shuikou Hydro Power Co., Ltd. (福建水口發電有限公司)...... 36.00 1,956.0 704.2 Fujian Mianhuatan Hydro Power Co., Ltd. (福建棉花灘水電有限公司) ...... 22.00 695.0 152.9 Fujian Huadian Gaosha Hydro Power Co., Ltd. (福建華電高砂水電有限公司)...... 3.00 50.0 1.5 Huadian (Sha County) Energy Co., Ltd. (華電(沙縣)能源有限公司) ...... 25.00 48.0 12.0 Fujian Huadian Wan’an Energy Co., Ltd. (福建華電萬安能源有限公司)...... 9.39 46.5 4.4 Total...... 2,795.5 875.0

The companies listed above operate five main hydro power plants, namely Fujian Shuikou Hydro Power Plant (福建水口電站)(“Shuikou Power Plant”), Mianhuatan Hydro Power Plant (棉花灘電站) (“Mianhuatan Power Plant”), Gao Sha Hydro Power Plant (高砂水電站), Sha County Chengguan Hydro Power Plant (沙縣城關水電站) and Longyan Wan’an Stream Hydro Power Plant (龍岩萬安溪水電站), amongst which Shuikou Power Plant is the largest hydro power project the Group invests in, which was also a national-level key construction project during the “Seventh Five-Year Plan”. Shuikou Power Plant has a total installed capacity of 1,956,000 kilowatts with an annual power generation of 5.3 billion kWh for the year ended 31 December 2020. Besides the main function of power generation, Shuikou Power Plant also derives revenue from shipping and tourism businesses. For the years ended 31 December 2018, 2019 and 2020, the Group recognised investment income from Fujian Shuikou Hydro Power Co., Ltd. in the amount of RMB102 million, RMB219 million and RMB115 million, respectively.

Besides, Mianhuatan Hydro Power Plant operated by Fujian Mianhuatan Hydro Power Co., Ltd. has an installed capacity of 695,000 kilowatts with an annual power generation of 1.1 billion kWh for the year ended 31 December 2020. For the years ended 31 December 2018, 2019 and 2020, the Group recognised investment income from this company in the amount of RMB1.1 million, RMB52.9 million and RMB3.9 million, respectively.

The hydro power projects which the Group invests in feature high asset quality, low production costs, mature operation and stable profitability, which provides stability and higher predictability as to profitability for the future operations of this segment.

Thermal Power

The Group’s invests in thermal power business through holding 24.0 per cent. equity interest in Xiamen Huaxia International Power Development Co., Ltd. (廈門華夏國際電力發展有限公司)(“Huaxia Power”). As at 31 December 2020, the thermal power project operated by Huaxia Power has an installed capacity of 1.2 million kilowatts in which the Group’s interest amounted to 288,000 kilowatts, and which had an annual power generation of 5.8 billion kWh for the year ended 31 December 2020. For the years ended 31 December 2018, 2019 and 2020, the Group recognised investment income from Huaxia Power in the amount of RMB27.7 million, RMB35.6 million and RMB39.8 million, respectively.

In addition, the Group also holds 1.6 per cent. equity interest in Huaneng International, one of the five largest power producers in the PRC in terms of annual power generation.

–87– Gas-fired Power

The Group’s invests in gas-fired power business through holding 20 per cent. equity interest in CNOOC Fujian Gas-Fired Power Co., Ltd. (中海福建燃氣發電有限公司)(“CNOOC Fujian Gas Power”). CNOOC Fujian Gas Power is in charge of the construction, operation, power generation and sales of Putian Gas-Fired Power Plant (莆田燃氣電廠). For the years ended 31 December 2018 and 2019, the Group recognised investment income from CNOOC Fujian Gas Power in the amount of RMB19.1 million and RMB16.3 million, respectively, and for the year ended 31 December 2020, the Group recognised investment loss from CNOOC Fujian Gas Power in the amount of RMB21.8 million.

Putian Gas-Fired Power Plant commenced operation in late 2011, which generates power from LGN imported from Indonesia and primarily serves the power demands of the heavy loading central and northern coastal areas of Fujian Province. The first phase of this project has a total investment amount of RMB5.1 billion and features four sets of 350,000 kilowatts gas-steam combined cycle power generation units. The annual power generation of Putian Gas-Fired Power Plant was 2.2 billion kWh for the year ended 31 December 2020.

Nuclear Power

The Group’s invests in nuclear power business through holding minority interest in nuclear power projects. As at 31 December 2020, the Group invested or has planned investment in three nuclear power projects which are at different stages of development.

Amongst the three nuclear power projects, Fuqing Nuclear Power Plant (福清核電項目) is operated by Fujian Fuqing Nuclear Power Co., Ltd. (福建福清核電有限公司), in which the Group holds 10 per cent. equity interest. The Fuqing Nuclear Power Plant is developed in three phases. The first two phases of the project consist of the construction of two second-generation improved pressurised water reactor nuclear power units each, with a total investment by the Group of RMB28.8 billion and RMB24.3 billion, respectively. The four power units were put into operation successively in 2014, 2015, 2016 and 2017. As at 31 December 2020, phase three of the Fuqing Nuclear Power Plant is under construction, which includes the installation of two one-million kilowatts nuclear power units, with an estimated total investment amount from the Group of RMB39 billion. One of the nuclear power units of phase three of Fuqing Nuclear Power Plant commenced operation in early 2021. Fuqing Nuclear Power Plant had an annual power generation of 32.4 billion kWh for the year ended 31 December 2020. For the years ended 31 December 2018, 2019 and 2020, the Group recognised investment income from Fuqing Nuclear Power Co., Ltd. in the amount of RMB198.4 million, RMB64.6 million and RMB184.5 million, respectively.

In addition to the Fuqing Nuclear Power Plant, the Group also has two nuclear power projects under contemplation, namely the Sanming Nuclear Power Plant (三明核電項目) and the Putian Nuclear Power Plant (莆田核電項目). The Sanming Nuclear Power Plant is at the stage of negotiating framework agreements with Russian counterparties, for which the plan is to construct four large-scale fast reactor nuclear power units with installed capacity at the level of approximately one million kilowatts each. The first phase of this project includes the construction two 800,000 kilowatts sodium-cooled fast neutron reactor nuclear power units. Meanwhile, the Putian Nuclear Power Plant is at the stage of pre-feasibility study preparations.

As at 31 December 2020, the Group also had one peak-shaving power project under construction to complement its nuclear power supply projects, namely the Yongtai Power Station, with a total investment amount of RMB6.73 billion, for which the Group invested RMB3.08 billion by 31 December 2020. Yongtai Power Station has a planned installed capacity of 1,200,000 kilowatts with four 300,000 watt power unit and designed annual power generation of 1.6 billion kWh. The construction of Yongtai Power Station commenced in August 2016, commenced partial operation in 2020 and is expected to complete by 2023. Upon completion, Yongtai Power Station will have the functions of peak shaving, frequency modulation, phase modulation and emergency back-up in the grid of Fujian Province.

–88– Gas Supply

The Group carries out its LNG-based gas supply business primarily through its subsidiary Futou New Energy and Futou New Energy’s subsidiary CNOOC Fujian New Energy. Centred around the LNG development strategy of Fujian Province and CNOOC, the Group strives to solidify its leading position in gas supply in the province. The shareholder support of CNOOC Fujian New Energy in terms of resources, technology and management, has been a driving force for the Group’s business development. In addition, the Group also holds 40 per cent. equity interest in CNOOC Fujian LNG, which carries out businesses including LNG terminal construction and operations and the importing, distribution and supply of LNG.

The gas supply business is the Group’s main source of operating income. For the years ended 31 December 2018, 2019 and 2020, the operating income generated from the Group’s gas supply business was RMB2,357.5 million, RMB2,195.1 million and RMB2,152.5 million, respectively, constituting approximately 44.3 per cent., 51.4 per cent. and 43.4 per cent. of the Group’s total operating income for the same years, respectively. As at 31 December 2018, 2019 and 2020, the total assets of the Group’s gas supply business was RMB2.9 billion, RMB3.1 billion and RMB3.5 billion, respectively, constituting approximately 2.1 per cent., 2.6 per cent. and 2.4 per cent. of the Group’s total assets as at the same dates, respectively.

Upstream LNG Businesses

The upstream LNG business of the Group involve the transportation of LNG in its liquefied form by special LNG tank trucks from LNG terminals and receiving stations located in Putian City operated by CNOOC Fujian LNG to LNG gasification stations (a type of small-scale LNG receiving, storage and gasification station serving as the main hub for urban LNG supply), LNG fuelling stations (designated places for LNG-powered vehicles to fuel and re-fill LNG storage bottles) and direct LNG end-users.

Downstream LNG Businesses

The downstream LNG businesses of the Group involve the distribution and supply of LNG to downstream residential, commercial and industrial customers. Benefiting from the solid long-term customer base of CNOOC Fujian New Energy, the Group’s has a stable and wide-ranging LNG sales and distribution network. As at 31 December 2020, the Group’s LNG sales had 125 customers in total, amongst which 97 are industrial-use customers, 10 are residential-use customers and seven are intermediate LNG dealers. In terms of geographical location, 12 out of the 125 customers are located outside of Fujian Province. Based on the different profit levels of its customers, CNOOC Fujian New Energy sets different payment periods and settlement methods.

For the years ended 31 December 2018, 2019 and 2020, the LNG sales volume of the Group amounted to 0.55 million tonnes, 0.56 million tonnes and 0.66 million tonnes, respectively. The price of gas supplied to residential customers are set in accordance with the guidance and regulations of local government authorities, whereas the gas supplied to other categories of customers are traded at market price. For the years ended 31 December 2018, 2019 and 2020, CNOOC Fujian New Energy recorded total sales revenue of RMB2.4 billion, RMB2.2 billion and RMB2.0 billion, respectively, amongst which LNG sales revenue was RMB2.2 billion, RMB2.1 billion and RMB2.0 billion, respectively, and other revenue (including tank truck transportation management fees and pipeline network installation fees) of RMB12.6 million, RMB18.8 million and RMB19.5 million, respectively.

On the other hand, CNOOC Fujian LNG, in which the Group holds 40 per cent. equity interest, carries out businesses including LNG terminal construction and operations and the importing, distribution and supply of LNG. CNOOC Fujian LNG imports LNG from Indonesia and supplies to gas-fired power plants in Putian City, Jinjiang City and Xiamen City, as well as urban gas supply projects in Fuzhou City, Xiamen City, Quanzhou City, Zhangzhou City and Putian City.

–89– Water Supply and Treatment

The Group carries out its water supply business primarily through its wholly-owned subsidiary Zhongmin Water. The water supply business of the Group mainly focuses on water diversion projects and urban water supply. As at 31 December 2020, the Group had six water supply projects with a total capacity of 1.18 million tonnes per day. In addition, the Group also engages in sewage treatment business in Ningde City, Shaowu City, Fuding City, Sanming City and Pingnan City through subsidiaries of Zhongmin Water.

For the years ended 31 December 2018, 2019 and 2020, the operating income generated from the Group’s water supply and treatment business was RMB351.3 million, RMB381.2 million and RMB437.9 million, respectively, constituting approximately 6.6 per cent., 8.9 per cent. and 8.8 per cent. of the Group’s total operating income for the same years, respectively. As at 31 December 2018, 2019 and 2020, the total assets of the Group’s water supply business was RMB4.2 billion, RMB4.7 billion and RMB5.0 billion, respectively, constituting approximately 3.1 per cent., 4.0 per cent. and 3.9 per cent. of the Group’s total assets as at the same dates, respectively.

Water Supply Projects

As at 31 December 2020, the Group had six water supply projects in operation in Ningde City, Fuqing City, Luoyuan City, Shaowu City, Fu’an City and Pingnan City. The water supply projects are mainly acquired by the Group through acquisitions. As one of the most essential strategic resources, the pricing of water is subject to the guidance and regulation of local government authorities, which, together with the relatively small operating scale, has led to the historical limited profitability of the Group’s water supply business.

The following table sets forth details of the water supply projects operated by the Group as at 31 December 2020:

Project Capacity Customer Composition Areas Served (’000 tonne per day) Fuqing Water Supply Project 568.0 • Residential: 45.4% • Fuqing downtown (福清供水項目) ...... • Industrial: 47.3% area • Others: 7.3% • 19 towns and countries • four development zones Luoyuan Water Supply Project 173.0 • Residential: 30.6% • Luoyuan downtown (羅源供水項目) ...... • Industrial: 56.5% area • Others: 12.9% • four towns and countries • one development zone Ningde Water Supply Project 187.2 • Residential: 59% • Ningde downtown (寧德供水項目) ...... • Industrial: 26.7% area • Others: 14.3% • six towns and countries • one development zone

–90– Project Capacity Customer Composition Areas Served (’000 tonne per day) Shaowu Water Supply Project 90.0 • Residential: 65% • Shaowu Downtown (邵武供水項目) ...... • Industrial: 24.7% area • Others: 10.3% • two towns and countries • two development zones Fu’an Water Supply Project 135.0 • Residential: 90.4% • Fu’an Downtown (福安供水項目) ...... • Industrial: 8.4% area • Others: 1.2% • four towns and countries • two development zones Pingnan Water Supply Project 26.0 • Residential: 85.9% • Pingnan downtown (屏南供水項目) ...... • Industrial: 1.2% area • Others: 12.9% • two towns and countries Total...... 1,179.2

Fuqing Water Supply Project: The Fuqing Water Supply Project is operated by Fujian Investment Group (Fuqing) Water Co., Ltd. (福建投資集團(福清)水務有限公司)(“Fuqing Water”), a subsidiary of Zhongmin Water, which had nine water plants in operation with an aggregated water supply capacity of 56,800 tonnes per day as at 31 December 2020. For the years ended 31 December 2018, 2019 and 2020, the sales volume of Fuqing Water was 83.4 million tonnes, 110.1 million tonnes and 113.0 million tonnes, respectively. For the same years, Fuqing Water generated operating income of RMB220.7 million, RMB208.5 million and RMB226.4 million, respectively, constituting approximately 4.1 per cent., 4.8 per cent. and 4.4 per cent. of the Group’s total operating income for the same years, respectively.

Luoyuan Water Supply Project: The Luoyuan Water Supply Project is operated by Zhongmin (Luoyuan) Water Co., Ltd. (中閩(羅源)水務有限公司)(“Luoyuan Water”), a subsidiary of Zhongmin Water, which had six water plants in operation with an aggregated water supply capacity of 173,000 tonnes per day as at 31 December 2020. For the years ended 31 December 2018, 2019 and 2020, the sales volume of Luoyuan Water was 27.1 million tonnes, 29.0 million tonnes and 34.4 million tonnes, respectively. For the same years, Luoyuan Water generated operating income of RMB65.8 million, RMB61.5 million and RMB90.1 million, respectively, constituting approximately 1.2 per cent., 1.4 per cent. and 1.8 per cent. of the Group’s total operating income for the same years, respectively.

In addition, in 2020, the Group also had one water conservatory project in Luoyuan City, the Luoyuan Ao River Water Conservatory Project (羅源敖江水利樞紐工程)(“Ao River Water Conservatory”), commenced operation. The Ao River Water Conservatory is operated by Fujian Ao River Water Conservatory Engineering Co., Ltd. (福建敖江水利樞紐工程有限公司), a subsidiary of Zhongmin Water, and has a total investment amount of RMB235 million and a designed length of is approximately 25 kilometres. The short-term water supply capacity of Ao River Water Conservatory is approximately 110,000 tonnes per day. The planned long-term water supply capacity of Ao River Water Conservatory is 400,000 tonnes per day.

Ningde Water Supply Project: The Zhongmin (Ningde) Water Co., Ltd. (中閩(寧德)水務有限公司) (“Ningde Water”), a subsidiary of Zhongmin Water, which had three water plants in operation with an aggregated water supply capacity (together with externally sourced water supply) of 187,200 tonnes per day as at 31 December 2020. For the years ended 31 December 2018, 2019 and 2020, the sales volume of Ningde Water was 36.9 million tonnes, 53.6 million tonnes and 55.1 million tonnes, respectively. For

–91– the same years, Ningde Water generated operating income of RMB97.9 million, RMB104.9 million and RMB113.1 million, respectively, constituting approximately 1.8 per cent., 2.4 per cent. and 2.3 per cent. of the Group’s total operating income for the same years, respectively.

Shaowu Water Supply Project: The Shaowu Water Supply Project is operated by Zhongmin (Shaowu) Water Co., Ltd. (中閩(邵武)水務有限公司)(“Shaowu Water”), a subsidiary of Zhongmin Water, which had three water plants in operation with an aggregated water supply capacity of 90,000 tonnes per day as at 31 December 2020. For the years ended 31 December 2018, 2019 and 2020, the sales volume of Shaowu Water Supply Project was 15.6 million tonnes, 19.9 million tonnes and 19.4 million tonnes, respectively. For the same years, Shaowu Water generated operating income of RMB24.3 million, RMB34.2 million and RMB39.9 million, respectively, constituting approximately 0.4 per cent., 0.8 per cent. and 0.8 per cent. of the Group’s total operating income for the same years, respectively.

Fu’an Water Supply Project: The Fu’an Water Supply Project is operated by Fu’an City Zhongmin Water Co., Ltd. (福安市中閩水務有限責任公司)(“Fu’an Water”), a subsidiary of Zhongmin Water, which had six water plants in operation with an aggregated water supply capacity of 135,000 tonnes per day as at 31 December 2020. For the years ended 31 December 2018, 2019 and 2020, the sales volume of Fu’an Water was 21.2 million tonnes, 28.7 million tonnes and 29.9 million tonnes, respectively. For the same years, Fu’an Water generated operating income of RMB59.0 million, RMB53.0 million and RMB65.6 million, respectively, constituting approximately 1.0 per cent., 1.2 per cent. and 1.3 per cent. of the Group’s total operating income for the same years, respectively.

Pingnan Water Supply Project: The Pingnan Water Supply Project is operated by Pingnan County Zhongmin Water Co., Ltd. (屏南縣中閩水務有限責任公司)(“Pingnan Water”), a subsidiary of Zhongmin Water, which had two water plants in operation with an aggregated water supply capacity of 26,000 tonnes per day as at 31 December 2020. For the years ended 31 December 2018, 2019 and 2020, the sales volume of Pingnan Water was 3.5 million tonnes, 5.5 million tonnes and 5.7 million tonnes, respectively. For the same years, Pingnan Water generated operating income of RMB13.5 million, RMB17.3 million and RMB20.4 million, respectively, constituting approximately 0.3 per cent., 0.4 per cent. and 0.4 per cent. of the Group’s total operating income for the same years, respectively.

Sewage Treatment

The Group also engages in sewage treatment businesses through subsidiaries of Zhongmin Water, including Ningde Zhongmin Sewage Treatment Co., Ltd. (寧德市中閩污水處理有限公司)(“Ningde Sewage”) and Zhouning County Zhongmin Environment Protection Co., Ltd. (周寧縣中閩環保有限責任公司)(“Zhouning Environment”) in Ningde City, Shaowu Sewage Treatment Co., Ltd. (邵武市污水處理有限責任公司)(“Shaowu Sewage”) in Shaowu City, Fuding Zhongmin Environment Protection Co., Ltd. (福鼎市中閩環保有限責任公司)(“Fuding Environment”) in Fuding City, Youxi Zhongmin Environment Protection Co., Ltd. (尤溪中閩環保有限責任公司)(“Youxi Environment”) in Sanming City and Pingnan Water in Pingnan City.

Ningde Sewage is mainly engaged in residential and industrial sewage treatment businesses in Ningde City.. Ningde Sewage is also in collaboration with Ningde Municipal Government in the construction of the phase one build-to-transfer (“BOT”) project of Ningde East District Sewage Treatment Plant (寧德東區污水處理廠). The current BOT period will expire in 2048. The project has a short-term planned sewage treatment capacity of 20,000 tonnes per day.

Zhouning Environment is engaged in residential sewage treatment in Zhouning County of Ningde City under the BOT model, with total investment of RMB25.9 million and baseline sewage treatment capacity of 10,000 tonnes per day. The current BOT period is will expire in 2039.

–92– Shaowu Sewage is primarily engaged in residential sewage treatment in Shaowu City, which had three sewage treatment plants with the treatment capacity of 56,000 tonnes per day as at 31 December 2020. For the years ended 31 December 2018, 2019 and 2020, Shaowu Sewage generated operating income of RMB16.1 million, RMB19.5 million and RMB25.5 million, respectively, constituting approximately 0.3 per cent., 0.4 per cent. and 0.5 per cent. of the Group’s total operating income for the same years, respectively.

Fuding Environment is primarily engaged in sewage treatment in Fuding City, which invests in and constructs the sewage treatment projects in Fuding City through the PPP model, with a short-term sewage treatment capacity of 10,800 tonnes per day. For the years ended 31 December 2018, 2019 and 2020, Fuding Environment generated operating income of RMB0.6 million, RMB1.9 million and RMB17.0 million, respectively.

Youxi Environment is primarily engaged in sewage treatment and solid waste treatment business in Youxi County of Sanming City, with a short-term sewage treatment capacity of 40,000 tonnes per day. For the years ended 31 December 2018, 2019 and 2020, Youxi Environment generated operating income of RMB10.7 million, RMB12.3 million and RMB20.3 million, respectively.

Railway Investment

The Group invests in railway projects in Fujian Province through its wholly-owned subsidiary Fujian Railway. The national-regional joint venture railway projects in the PRC (as opposed to solely national or solely regional railways) are carried out through project companies in which China Railway has controlling interest and the local government participants have minority interest. As the sole provincial- level designated entity for national-regional joint venture railway projects in Fujian Province, Fujian Railway collaborates with China Railway in the execution and capital allocation of such national-regional joint venture railway projects in Fujian Province in accordance with China Railway’s investment and development plans in the province.

The Group had minority interest in all the railway projects it participates in. The controlling shareholder of the projects the Group participates in is Nanchang Railway Bureau (南昌鐵路運輸管理局), an affiliate of China Railway, which is in charge of the financing of the projects under construction and the operation of the completed projects.

In terms of accounting treatment, the funds received by the Group for provincial-level railway projects of Fujian Province are accounted towards capital reserve and the funds received from the local governments of the regions where the railways pass through are accounted towards special payables. The investment of provincial level funds received are accounted towards available-for-sale financial assets using costs methods and and the investment of funds received from the local governments of the regions where the railways pass through are accounted towards long-term receivables. As a results, the income from the railway investment business does not contribute towards the operating income of the Group. On the other hand, as at 31 December 2018, 2019 and 2020, the total assets of the Group’s railway investment business was RMB52.4 billion, RMB36.3 billion and RMB30.9 billion, respectively, constituting approximately 38.9 per cent., 30.6 per cent. and 24.2 per cent. of the Group’s total assets as at the same dates, respectively.

As at 31 December 2020, the Group participated in 17 railway projects, over 3,800 kilometres of which (including 1,818 kilometres of high-speed railways) were completed.

–93– The following table sets forth the details of the completed railway projects the Group participated in as at 31 December 2020:

Railway Completion Date Length Total Investment (kilometres) (RMB in millions) Hengfeng-Nanping Railway (橫南鐵路) ...... 31 December 1997 220 3,970 Zhangping-Xiaocuo Railway (漳泉肖鐵路).... 1 December 1998 236 2,460 Zhangping-Longchuan Railway (漳龍鐵路)... 30 September 145 1,555 2000 Wenzhou-Fuzhou Railway (Fujian Section) 28 September 229 17,657 (溫福鐵路福建段)...... 2009 Fuzhou-Xiamen Railway (福廈鐵路) ...... 26 April 2010 275 25,998 Xiamen-Shenzhen Railway (Fujian Section) 28 December 2013 144.2 142,68 (廈深鐵路福建段)...... Longyan-Xiamen Railway (龍廈鐵路) ...... 29 June 2012 112 9,720 Xiangtang-Putian Railway (向莆鐵路)...... 26 September 636 51,800 2013 Hefei-Fuzhou High-Speed Railway (Fujian- 28 June 2015 466.8 56,227 Jiangxi Section) (合福鐵路閩贛段) ...... Ganzhou-Rujin-Longyan Railway 26 December 2015 272.8 24,470 (贛龍復線鐵路) ...... Nanping-Longyan Railway (南龍鐵路)...... 29 December 2018 247 27,857 Quzhou-Ningde Railway (Fujian Section) 27 September 172 15,273 (衢寧鐵路福建段)...... 2020 Fuzhou-Pingtan Railway (福平鐵路) ...... 26 December 2020 88.5 25,730 Total ...... 3,244.3 276,985

The following table sets forth the details of the railway projects under construction the Group participated in as at 31 December 2020:

Estimated Commencement Construction Designed Total Amount Railway Date Period Length Investment Invested (RMB (RMB (kilometres) million) million) Zhangzhou-Gangwei Railway 2010 –6 46.34 2,007 1,510 (漳州港尾鐵路)...... Xingguo-Quanzhou Railway March 2017 4.5 years 343.6 29,200 21,954 (Fujian Section) (興泉鐵路福建段)...... New Fuzhou-Xiamen Railway September 2017 5 years 278.0 53,140 28,460 (新福州至廈門鐵路) ...... New Longyan-Longchuan September 2019 4 years 64.6 8,560 1,350 Railway (Fujian Section) (新龍岩至龍川鐵路福建段) .... Total ...... 732.54 92,907 53,274

6 The construction of the Zhangzhou-Gangwei Railway substantially paused since 2015 due to the potential planning overlap with R3 Xiamen-Zhangzhou Intercity Railway (廈漳城際鐵路R3). In 2019, it was confirmed that the two railways will not overlap and the construction of Zhangzhou-Gangwei Railway resumed in 2020, with the extended construction period subject to relevant governmental approvals.

–94– Finance and Financial Services and Others

The Group’s finance and financial services business focuses on providing financial services to local financial enterprises in Fujian Province. Benefiting from the strong support from the Fujian Provincial Government, the Group holds high-quality financial assets in the province and has a solid industrial chain covering a variety of areas, including banking, private equity investment, advisory, trusts, guarantees, re-guarantees, leasing, pawns, asset management and other types of financial services.

The Group also engaged and invested in, or currently engages and invests in a number of other businesses, including paper manufacturing and automobile trading, from which the Group has exited, and other businesses such as property leasing, property management and project management.

For the years ended 31 December 2018, 2019 and 2020, the operating income generated from the Group’s finance and financial services and other businesses was RMB1,941.3 million, RMB981.1 million and RMB1,121.3 million, respectively, constituting approximately 36.5 per cent., 23.0 per cent. and 22.6 per cent. of the Group’s total operating income for the same years, respectively.

Investment in Finance Projects

The Group participate in banking, insurance and funds businesses through its minority shareholding in different types of financial institutions. The following table sets forth the details of the Group’s key investment in the finance field as at 31 December 2020:

Registered Group’s Balance of Company Capital Shareholding Investment (RMB in (RMB in millions) (%) millions) Xiamen International Bank Co., Ltd. (廈門國際銀行) .... 9,247 26.19 15,268 Huafu Securities Co., Ltd. (華福證券有限責任公司) ...... 3,300 34.71 3,428 Industrial Securities Co., Ltd. (興業證券股份有限公司) ...... 6,697 8.75 5,086 Industrial Bank of China Co., Ltd. (興業銀行股份有限公司) ...... 20,774 0.65 2,824 Alltrust Property Insurance Co., Ltd. (永誠財產保險股份有限公司)...... 2,178 4.75 109 Haixia Goldenbridge Insurance Co., Ltd. (海峽金橋財產保險股份有限公司)...... 1,500 20 217

In addition, the Group is also Haixia Industrial Investment Fund (Fujian) Limited Partnership (海峽產業投資基金(福建)有限合夥企業)(“Haixia Industrial Investment Fund”), the first large-scale industrial investment fund jointly funded by enterprises from the China Mainland and Taiwan. As at 31 December 2020, the scale of Haixia Industrial Investment Fund was RMB1,050 million, with the Group contributing to 38.1 per cent. thereof. Other partners of Haixia Industrial Investment Fund include State Development Investment Corporation (國家開發投資集團有限公司), contributing 28.57 per cent. and subsidiaries of Fubon Financial Holdings Co., Ltd. (富邦金融控股股份有限公司), Primrose Development Group Ltd. and Total Formation Inc., each holding 14.285 per cent. and Haixia Huifu Industrial Investment Fund Management Co., Ltd. (海峽匯富產業投資基金管理有限公司), holding 4.87 per cent.

Financial Services Business

The Group acquired Fujian Huaxing Group Co., Ltd. (福建省華興集團有限責任公司)(“Huaxing Group”) in 2010, and started to engage in financial services business, including financial leasing, guarantees, re-guarantees, micro-credit, pawns and asset management.

–95– In terms of financial leasing, Haixia Financial Leasing is one of the 80 pilot domestic-funded financial leasing companies in the PRC. For the years ended 31 December 2018, 2019 and 2020, the operating income of Haixia Financial Leasing was RMB40.3 million, RMB33.3 million and RMB26.2 million, respectively. Fujian Huaxing Haixia Financial Leasing Co., Ltd. (福建華興海峽融資租賃有限責任公司), a foreign-invested financial leasing subsidiary of the Group, on the other hand, generated operating income of RMB21.8 million, RMB20.8 million and RMB18.4 million, respectively, for the years ended 31 December 2018, 2019 and 2020.

In terms of micro-credit business, the Group has established ten micro-credit lending companies in different areas of Fujian Province. For the years ended 31 December 2018, 2019 and 2020, the operating income generated from the Group’s micro-credit loans business was RMB106.0 million, RMB98.9 million and RMB94.6 million, respectively.

In terms of guarantees and re-guarantees, Mintou Guarantee is a not-for-profit, policy-oriented guarantee and re-guarantee company. As at 31 December 2018, 2019 and 2020, the balance of external guarantee (including guarantees and re-guarantees) of the Mintou Guarantee was RMB3.4 billion, RMB5.2 billion and RMB10.8 billion, respectively. As at the same dates, the balance of the Issuer’s external guarantee was approximately RMB8.7 billion, RMB10.5 billion and RMB11.6 billion, respectively, and the balance of external guarantees of Fujian Financing and Guarantee Co., Ltd. (福建省融資擔保有限責任公司) was RMB96.0 million, RMB78.0 million and RMB152.0 million.

In terms of pawns, the Group has established five pawn companies in different areas of Fujian Province. For the years ended 31 December 2018, 2019 and 2020, the operating income generated from the Group’s pawn business was RMB35.2 million, RMB26.5 million and RMB27.2 million, respectively.

In terms of asset management, Mintou Asset Management is the first local financial asset management company in Fujian Province and engages in bulk acquisition and disposal of non-performing assets of financial enterprises in Fujian Province. Mintou Asset Management also works in collaboration with financial institutions and national level asset management companies. For the years ended 31 December 2018, 2019 and 2020, the operating income generated from Mintou Asset Management was RMB171.0 million, RMB138.0 million and RMB184.0 million, respectively.

The Group is also the controlling shareholder of Min Xin Group, a company incorporated in Hong Kong and listed on the Hong Kong Stock Exchange which engages and invests in a variety of financial services business, including banking, insurance, micro-credit, property and other investments. For the years ended 31 December 2018, 2019 and 2020, the operating income of Min Xin Group was HK$1,038.7 million, HK$152.5 million and HK$192.1 million, respectively, constituting approximately 16.2 per cent., 2.9 per cent. and 3.2 per cent. of the Group’s total operating income for the same years, respectively7.

Other Finance and Financial Services Business

The Group also engages and invests in other finance and financial services businesses, including but not limited to private equity investment, bidding agency, auction and advisory.

Paper Manufacturing

The Group engaged in paper manufacturing business through its previous subsidiary Nanping South Paper and Xingguang Paper. For the years ended 31 December 2018, 2019 and 2020, the operating income generated from the Group’s paper manufacturing business was RMB4.0 million, RMB5.2 million and RMB2.8 million, respectively. In order to optimise its business segments and phase out loss-making operations, the Group exited paper manufacturing by disposing of Nanping South Paper. The disposal was

7 Calculated at the rate on 31 December 2020 of HK$1 to RMB0.84164 published by the China Foreign Exchange Trade System.

–96– completed on 30 April 2021. See also “— Recent Developments — Completion of Disposal of Subsidiaries” and “Risk Factors — Risks Relating to The Group and its Business — Changes in the organisational structure of the Group may affect the Group’s financial condition and results of operations” for further details.

Automobile Trading

The Group engaged in automobile trading business through its subsidiary Min Xin Group and exited automobile trading business in 2019. For the years ended 31 December 2018 and 2019, the operating income generated from the Group’s car-manufacturing business was RMB10.1 million and RMB0.04 million, respectively.

Others

The Group also engages in and invests in a number of other businesses, including property leasing, property management and project management.

Competition

The Group faces different degrees of competitions in its various business sectors from market participants inside and outside of Fujian Province, some of which may have stronger track records, greater financial and other resources and capabilities and/or name recognition than the Group. The Group is the largest state-owned comprehensive investment company and a major state-owned assets operator in Fujian Province under the direct control of the Fujian SASAC. It holds a leading position in the area of state-owned assets investment and operations and ranked amongst the top in terms of asset scale and profitability amongst companies owned or controlled by the Fujian SASAC. Deeply rooted in the west Taiwan Strait economic zone, with the strong support from the Fujian Provincial Government and collaborations with central and local government authorities and state-owned enterprises, the Group intends to enhance its operations and increase its investments in the power, gas, water, railway, and financial business sectors, and further establish itself as a market-leader in such sectors in Fujian Province.

Employees

As at 31 December 2020, the Issuer had approximately 186 employees, with 111 having undergraduate or above degrees.

Employees of the Group participate in various basic pension fund plans and social insurance plans in the PRC whereby the Group is required to make monthly contributions at defined rates as stipulated by the relevant regulations.

As at the date of this Offering Circular, the Group has not experienced any strikes, work stoppages, labour disputes or actions which would have a material adverse effect on its overall business, financial condition or results of operations.

Insurance

The Group reviews and assesses its risk exposure and risk portfolio on an ongoing basis, and make necessary and appropriate adjustments to its insurance policies in accordance with its needs and market norms and regulations in China, and in order to provide coverage for various types of risks. In addition, the Group contributes to statutory social insurance programmes and housing provident funds in accordance with law, and maintain supplementary pension insurance, supplementary medical insurance and personal accident insurance policies. The Group also requires its contractors to purchase insurance in accordance with regulations and market practice in the PRC.

–97– Intellectual Property

The Group’s general policy is to seek intellectual property protection for those inventions and improvements likely to be utilised in its business activities or to obtain a competitive advantage. The Group relies on a variety of patents, copyrights, trade secrets, trademarks and proprietary information to maintain and enhance its competitive position.

Environment Matters

The Group’s operations are subject to various environmental laws. Compliance with such laws has not had, and, to the Group’s knowledge, is not expected to have, a material adverse effect upon the Group’s capital expenditures, earnings or competitive position. As at the date of this Offering Circular, to the best knowledge of the Group, there are no current litigation, arbitration, administrative proceedings or claims, whether pending or threatened, in relation to environmental matter, which could have a material adverse effect on the financial condition or results of operations of the Group or which are otherwise material in the context of this offering.

Legal Proceedings and Compliance

As at the date of this Offering Circular, the Group has obtained and maintained all permits, licences and certificates material to its operations.

The Group may from time to time become involved in disputes in the ordinary course of business with its suppliers, contractors, government authorities, agencies and other third parties. Some of the Group’s subsidiaries, associate companies, directors or senior officers have, in the past, been involved in legal proceedings, including claims, investigations, litigation or arbitration.

Although the Group cannot predict the outcome of these proceedings, the Group does not expect any such proceedings, if determined adversely against these subsidiaries or affiliates, to have a material adverse effect on its overall business, financial condition or results of operations.

–98– DIRECTORS AND SENIOR MANAGEMENT

Director

The Issuer’s board of directors consists of one director. The director is appointed for a term of three years and is eligible for re-election. The board of directors is primarily responsible for, among others, determining operation plans and investment plans, annual financial budget plans and accounting plans, annual profit sharing plans and deficit covering plans, making proposals for change in registered capital and bond issuances, mergers, spin-off and change of corporation form, determining internal management structure and organisational structure, determining the appointment and removal of deputy general managers as well as their compensations, determining basic management policies and carrying out any other duties as designated by the Fujian SASAC.

The articles of associations of the Issuer stipulates that the board of directors shall consist of three to nine members while there is currently only one director on the board as at the date of this Offering Circular. In 2018, the Fujian SASAC approved that the senior management of the Issuer shall temporarily perform the duties and exercise the rights of the board of directors until the full board is appointed. See also “Risk Factors — Risks Relating to the Group and its Businesses — The Group’s success depends on the continuing efforts of its board of directors, senior management team and other key personnel”.

The following table sets forth information regarding the Issuer’s sole director as at the date of this Offering Circular:

Director Age Position YAN Zheng (嚴正) ...... 59 Executive Director, Chairman of the Board, Legal Representative and Secretary of Party Committee

Mr. Yan Zheng (嚴正) has been the executive director and chairman of the board of the Issuer since December 2016. Mr Yan is also the legal representative of the Issuer and Secretary of the Party Committee. Mr. Yan previously served as section chief, deputy head of the Education Department, deputy head of the Rural Commercial Credit Department, deputy general manager and general manager of International Business Department of Agricultural Bank of China Limited, Fujian Provincial Branch (中國農業銀行福建省分行); vice president and deputy secretary of the Party Committee of Agricultural Bank of China Limited, Xiamen Branch (中國農業銀行廈門分行); deputy general manager, member of the Party Committee and secretary of the Discipline Inspection Committee of the Fuzhou Branch of China Great Wall Asset Management Co., Ltd. (中國長城資產管理公司福州分公司); and deputy section head, section head, vice chairman, member of the Party Committee, deputy secretary of the Party Committee of Fujian Rural Credit Union (福建省農村信用社聯合社). Mr. Yan has a master’s degree in Management from the Central Party School of the Communist Party of China and is a senior economist.

Senior Management

The following table sets forth information regarding the Issuer’s senior management as at the date of this Offering Circular:

Senior Management Age Position YAN Zheng (嚴正) ...... 59 Executive Director, Chairman of the Board and Secretary of Party Committee WAN Chongwei (萬崇偉) ...... 56 General Manager LIN Chong (林崇) ...... 58 Deputy General Manager LI Yongzhong (李永忠) ...... 50 Deputy General Manager LIU Zhuxiong (劉珠雄) ...... 55 Deputy General Manager YE Yuanhang (葉遠航) ...... 44 Deputy General Manager CHEN Jie (陳傑) ...... 59 Chief Accountant ZHENG Qinghua (鄭清華) ...... 54 Secretary of Discipline Inspection Committee and Ombudsman

–99– Mr. Yan Zheng (嚴正) is the Executive Director and Chairman of the Board of the Issuer. See “— Director” for Mr. Yan’s biography.

Mr. Wan Chongwei (萬崇偉) has been the General Manager of the Issuer since June 2018. Mr. Wan is also the Deputy Secretary of the Party Committee of the Issuer. Mr. Wan previously served as principal staff member and deputy head of the General Office of the Ministry of Finance’s Office of Financial Ombudsman in Fujian Province (財政部駐福建省財政監察專員辦事處); deputy head and head of the Economic Development Department, head of the General Office, chief accountant and member of the Party Committee of the Bureau of Finance of Fujian Province (福建省財政廳). Mr. Wan has an MBA degree from the Hong Kong Open University and is a senior accountant.

Mr. Lin Chong (林崇) has been a Deputy General Manager of the Issuer since March 2015. Mr. Lin is also a member of the Party Committee of the Issuer. Mr. Lin previously served as deputy section chief and section chief, chief of the Cooperation Projects Section of the Energy Department, presiding deputy general manager and general manager of Planning and Development Department of Fujian Investment Company, a predecessor of the Issuer, during which time he was also posted as chief engineer, general manager and of Fujian Shuikou Hydro Power Co., Ltd. (福建水口發電有限公司); and general manager of the Strategy and Development Department and assistant to general manager of the Issuer; head of the preparation office of Fuzhou Baiyun Pumped-Storage Power Station (福州白雲抽水蓄能電站籌建辦); and chairman of the board of directors of Zhongmin Energy. Mr. Lin has a master’s degree in Engineering from Chongqing University and is a senior engineer.

Mr. Li Yongzhong (李永忠) has been a Deputy General Manager of the Issuer since January 2021. Mr. Li is also a member of the Party Committee of the Issuer. Mr. Li previously served as deputy manager of the Enterprise Management Department and deputy head and deputy head (with head-level benefits) of the Office of the General Manager and chief operations officer of Fujian Overseas Tourism Industries Co., Ltd. (福建海外旅遊實業總公司); chief of finance and manager of the Finance Department of Fujian Huamin Asset Management Co., Ltd. (福建華閩資產管理公司); deputy general manager of the Finance Department of Fujian Huamin Industries Co., Ltd. (福建華閩實業有限公司); deputy general manager of the Finance Department of Fujian Huamin Industries (Group) Co., Ltd. (福建華閩實業(集團)有限公司); chief financial officer of Xiamen Shipbuilding Industry Co., Ltd. (廈門船舶重工股份有限公司); and researcher and head of the Planning and Finance Department, general manager of the Asset and Finance Department, member of the Party Committee and chief accountant of Fujian Provincial Shipbuilding Industry Co., Ltd. (福建省船舶工業集團公司). Mr. Li has a bachelor’s degree in Accounting from Xiamen University and is a senior accountant.

Mr. Liu Zhuxiong (劉珠雄) has been a Deputy General Manager of the Issuer since July 2016. Mr. Liu is also a member of the Party Committee of the Issuer. Mr. Liu previously served as the deputy head and head of the Science and Technology Department of the Bureau of Construction of Fujian Province (福建省建設廳); and head of the Building Energy Conservation and Technology Department, head of the Housing Provident Fund Supervision Department and deputy chief engineer of the Bureau of Housing and Urban-Rural Development of Fujian Province (福建省住房和城鄉建設廳). Mr. Liu has a master’s degree in Civil Engineering from Fuzhou University.

Mr. Ye Yuanhang (葉遠航) has been the Deputy General Manager of the Issuer since January 2021. Mr. Ye is also a member of the Party Committee of the Issuer. Mr. Ye previously served as intern cadre of the Market Development Department of the Operations Office of the Fujian Branch of People’s Insurance Company of China Limited (人保財險福建省分公司)(“PICC Fujian”); posted cadre to the Yong’an Branch of People’s Insurance Company of China Limited (人保財險永安支公司); cadre of the Market Development Department of the Operations Office of the Fujian Branch of Insurance Company of China Limited (中保財險福建省分公司); cadre and deputy manager of the Market Development Department of the Operations Office and level two chief of the Large-Scale Commercial Risks Insurance Department and the Group Insurance Sales Department of PICC Fujian; assistant to general manager of the Sanming Branch of People’s Insurance Company of China Limited (人保財險三明市分公司); assistant to general manager of the Large-Scale Commercial Risks Insurance Department and the Group Insurance Sales

– 100 – Department of PICC Fujian; deputy general manager and member of the Party Committee of the Fuzhou Branch of the People’s Insurance Company of China (人保財險福州分公司)(“PICC Fuzhou”); general manager of the Bank Insurance Department of PICC Fujian; general manager and secretary of the Party Committee of PICC Fuzhou; and assistant to general manager, deputy general manager and member of the Party Committee of PICC Fujian. Mr. Ye has a bachelor’s degree in History from Fujian Normal University.

Mr. Chen Jie (陳傑) has been the Chief Accountant of the Issuer since October 2017. Mr. Chen is also a member of the Party Committee of the Issuer. Mr. Chen previously served as intern and staff of Operations and Management Section of the Bureau of Agriculture of Fuzhou City, Fujian Province (福建省福州市農業局); deputy team leader, team leader, deputy head level staff and head level staff of the Agriculture Finance Department, deputy department head of the Agriculture Department, head of the Accountants Appointment Department and head of the Rural Comprehensive Reform Department of the Bureau of Finance of Fujian Province (福建省財政廳); head of the Certified Public Accountants Management Centre of Fujian Province (福建省註冊會計師管理中心); and secretary general of the Association of Certified Public Accountants of Fujian Province (福建省註冊會計師協會). Mr. Chen has a doctoral degree in Agriculture Economics and Management from Fujian Agriculture and Forestry University.

Mr. Zheng Qinghua (鄭清華) has been the Secretary of the Discipline Inspection Committee and Ombudsman of the Issuer since September 2018. Mr. Zheng is also a member of the Party Committee of the Issuer. Mr. Zheng previously served as deputy secretary of the Party Committee, deputy chief of town, secretary of the Party Committee and mayor of Changxiao Town, Qingliu County, Fujian Province (福建省清流縣長校鄉(鎮)); deputy mayor of Jianning County, Fujian Province (福建省建寧縣); deputy mayor and deputy secretary of the Party Committee of Yong’an City, Fujian Province (福建省永安市) (during which period, Mr. Liu served as deputy secretary of the Party Committee in Mulei County, Changji Prefecture, Xinjiang Uygur Autonomous Region (新疆維吾爾自治區昌吉州木壘縣) from July 2005 to July 2008); deputy secretary of the Party Committee, secretary of the Education Working Committee, deputy mayor, acting mayor and Mayor of the Yong’an City, Fujian Province (福建省永安市); and secretary of the Party Committee of Sanyuan District, Sanming City, Fujian Province (福建省三明市三元區) and representative at the 10th Fujian Province Congress of Party Representatives (福建省第十次黨代會代表). Mr. Zheng has a bachelor’s degree in Public Administration from the Central Party School of the Communist Party of China.

– 101 – TAXATION

The following summary of certain tax consequences of the purchase, ownership and disposition of the Notes is based upon applicable laws, regulations, rulings and decisions in effect as at the date of this Offering Circular, all of which are subject to change (possibly with retroactive effect). This summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the Notes and does not purport to deal with consequences applicable to all categories of investors, some of which may be subject to special rules. Neither these statements nor any other statements in this Offering Circular are to be regarded as advice on the tax position of any holder of the Notes or any person acquiring, selling or otherwise dealing in the Notes or on any tax implications arising from the acquisition, sale or other dealings in respect of the Notes. Persons considering the purchase of the Notes should consult their own tax advisers concerning the tax consequences of the purchase, ownership and disposition of the Notes.

PRC

The following summary describes the principal PRC tax consequences of ownership of the Notes by beneficial owners who, or which, are not residents of the PRC for PRC tax purposes. These beneficial owners are referred to as non-PRC Noteholders in this section. In considering whether to invest in the Notes, investors should consult their individual tax advisers with regard to the application of PRC tax laws to their particular situations as well as any tax consequences arising under the laws of any other tax jurisdiction. Reference is made to PRC taxes from the taxable year beginning on or after 1 January 2008.

EIT and IIT

Pursuant to the EIT Law, the IIT Law and the implementation regulations in relation to both the EIT Law and the IIT Law, PRC income tax at a rate of 10 per cent. or 20 per cent. is normally applicable to PRC-source income derived by non-resident enterprises or individuals, respectively, subject to adjustment by applicable treaty. As the Issuer is a PRC resident enterprise for tax purposes, interest paid to non-resident Noteholders would be regarded as PRC-sourced, and therefore be subject to PRC income tax at a rate of 10 per cent. for non-resident enterprise Noteholders and at a rate of 20 per cent. for non-resident individual Noteholders (or a lower treaty rate, if any).

Such income tax shall be withheld by the Issuer that is acting as the obligatory withholder and such PRC enterprise shall withhold the tax amount from each payment or payment due. To the extent that the PRC has entered into arrangements relating to the avoidance of double taxation with any jurisdiction, such as Hong Kong, that allow a lower rate of withholding tax, such lower rate may apply to qualified non-PRC resident enterprise Noteholders.

Under the EIT Law and its implementation rules, any gains realised on the transfer of the Notes by holders who are deemed under the EIT Law as non-resident enterprises may be subject to PRC enterprise income tax if such gains are regarded as income derived from sources within the PRC.

Under the EIT Law, a “non-resident enterprise” means an enterprise established under the laws of a jurisdiction other than the PRC and whose actual administrative organisation is not in the PRC, which has established offices or premises in the PRC, or which has not established any offices or premises in the PRC but has obtained income derived from sources within the PRC. There remains uncertainty as to whether the gains realised on the transfer of the Notes by non-resident enterprise holders would be treated as incomes derived from sources within the PRC and be subject to PRC enterprise income tax. In addition, under the IIT Law, any individual who has no domicile and does not live within the territory of the PRC or who has no domicile but has lived within the territory of China for less than one year shall pay individual income tax for any income obtained within the PRC. There is uncertainty as to whether gains realised on the transfer of the Notes by individual holders who are not PRC citizens or residents will be subject to PRC individual income tax. If such gains are subject to PRC income tax, the 10 per cent. enterprise income tax rate and 20 per cent. individual income tax rate will apply respectively unless there

– 102 – is an applicable tax treaty or arrangement that reduces or exempts such income tax. The taxable income will be the balance of the total income obtained from the transfer of the Notes minus all costs and expenses that are permitted under PRC tax laws to be deducted from the income. According to the Arrangement, Noteholders who are Hong Kong residents, including both enterprise holders and individual holders, will be exempted from PRC income tax on capital gains derived from a sale or exchange of the Notes if such capital gains are not connected with an office or establishment that the Noteholders have in the PRC and all the other relevant conditions are satisfied.

VAT

On 23 March 2016, the Ministry of Finance and the State Administration of Taxation (“SAT”) issued Circular 36 which confirms that business tax will be completely replaced by VAT from 1 May 2016. Since then, the income derived from the provision of financial services which attracted business tax will be entirely replaced by, and subject to, VAT.

According to Circular 36, the entities and individuals providing the services within China shall be subject to VAT. The services are treated as being provided within China where either the service provider or the service recipient is located in China. The services subject to VAT include the provision of financial services such as the provision of loans. It is further clarified under Circular 36 that the “loans” refers to the activity of lending capital for another’s use and receiving the interest income thereon. Based on the definition of “loans” under Circular 36, the issuance of Notes is likely to be treated as the holders of the Notes providing loans to the Issuer, which thus shall be regarded as financial services subject to VAT. Further, given that the Issuer is located in the PRC, the holders of the Notes would be regarded as providing the financial services within China and consequently, the holders of the Notes shall be subject to VAT at the rate of 6 per cent. when receiving the interest payments under the Notes. In addition, the holders of the Notes shall be subject to the local levies at approximately 12 per cent. of the VAT payment and consequently, the combined rate of VAT and local levies would be around 6.72 per cent. Given that the Issuer pays interest income to Noteholders who are located outside of the PRC, the Issuer, acting as the obligatory withholder in accordance with applicable law, shall withhold VAT and local levies from the payment of interest income to Noteholders who are located outside of the PRC.

Where a holder of the Notes who is an entity or individual located outside of the PRC resells the Notes to an entity or individual located outside of the PRC and derives any gain, since neither the service provider nor the service recipient is located in the PRC, theoretically Circular 36 does not apply and the Issuer does not have the obligation to withhold the VAT or the local levies. However, there is uncertainty as to the applicability of VAT if either the seller or buyer of Notes is located inside the PRC.

Circular 36 has been issued quite recently, the above statement may be subject to further change upon the issuance of further clarification rules and/or different interpretation by the competent tax authority. There is uncertainty as to the application of Circular 36.

Pursuant to the EIT Law, the Business Tax Laws and the VAT reform detailed above, the Issuer shall withhold EIT, (should such tax apply) from the payments of interest in respect of the Notes for any non-PRC-resident Noteholder and the Issuer shall withhold VAT (should such tax apply) from the payments of interest in respect of the Notes for any Noteholders located outside of the PRC. However, in the event that the Issuer is required to make such a deduction or withholding (whether by way of EIT or VAT otherwise), the Issuer has agreed to pay such additional amounts as will result in receipt by the Noteholders of such amounts after such withholding or deduction as would have been received by them had no such withholding or deduction been required. For more information, see “Terms and Conditions of the Notes — Condition 7 (Taxation).”

No PRC stamp duty will be imposed on non-PRC Noteholders either upon issuance of the Notes or upon a subsequent transfer of Notes to the extent that the register of holders of the Notes is maintained outside the PRC and the issuance and the sale of the Notes is made outside of the PRC.

– 103 – HONG KONG

Withholding tax

No withholding tax is payable in Hong Kong in respect of payments of principal (including any premium payable on redemption of the Notes) or interest on the Notes or in respect of any capital gains arising from the sale of the Notes.

Profits tax

Hong Kong profits tax is chargeable on every person carrying on a trade, profession or business in Hong Kong in respect of profits arising in or derived from Hong Kong from such trade, profession or business (excluding profits arising from the sale or disposal of capital assets).

Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) (the “Inland Revenue Ordinance”) as it is currently applied by the Inland Revenue Department, interest on the Notes may be deemed to be profits arising in or derived from Hong Kong from a trade, profession or business carried out in Hong Kong in the following circumstances:

(a) interest on the Notes is received by or accrues to a financial institution (as defined in the Inland Revenue Ordinance) and arises through or from the carrying on by the financial institution of its business in Hong Kong; or

(b) interest on the Notes is derived from Hong Kong and is received by or accrues to a corporation carrying on a trade, profession or business in Hong Kong; or

(c) interest on the Notes is derived from Hong Kong and is received by or accrues to a person (other than a corporation) carrying on a trade, profession or business in Hong Kong and is in respect of the funds of the trade, profession or business.

Sums derived from the sale, disposal or redemption of the Notes will be subject to Hong Kong profits tax where received by or accrued to a person, other than a financial institution, who carries on a trade, profession or business in Hong Kong and the sum has a Hong Kong source unless otherwise exempted. The source of such sums will generally be determined by having regard to the manner in which the Notes are acquired and disposed of. Sums received by or accrued to a financial institution by way of gains or profits arising through or from the carrying on by the financial institution of its business in Hong Kong from the sale, disposal and redemption of the Notes will be subject to profits tax.

Stamp duty

No Hong Kong stamp duty will be chargeable for the issue and transfer of the Notes.

Estate duty

No Hong Kong estate duty is payable in respect of the Notes.

– 104 – MACAU

No Withholding Tax

No withholding tax is payable in Macau in respect of payments of principal or interest in respect of the Notes or in respect of any capital gains arising from the sale of the Notes.

Complementary Income Tax

The Complementary Income Tax shall be considered as profit tax in commercial or industrial activities which charges the tax payer on the actual profit or estimated profit as obtained in Macau pursuant to the section 2 of the Regulation of Complementary Income Tax, as approved by Law no. 21/78/M dated 9 September 1978 and amended, and its section 20 sets out that interest is taxable income for calculating profit. The beneficiary of the Notes’ interest shall be the taxpayer of the Complementary Tax and the investors of Notes shall complete the related tax enrolment procedure for the fulfilment of the tax duties herein.

As per the Regulation of Complementary Income Tax, the tax rate of Complementary Income Tax is up to 12 per cent..

The latest amendment of the Regulation of Complementary Income Tax (Law no. 21/2019) stipulated an exemption from Complementary Income Tax in relation to the interest payment from the notes and capital gained/profit from sales and purchase, redemption or other forms of disposal of the following notes:

(i) Nation bond (國家債券) — the bond to be issued and reimbursed by the Central Government (中央政府);

(ii) Local government bond (地方政府債券) — the bond to be issued and reimbursed by governments of province (省), autonomous region (自治區), municipal region directly subordinated to the Central Government of the People’s Republic of China (直轄市) under the approval of the State Council (國務院);

(iii) Central enterprise bond (中央企業債券) — the bonds to be issued and reimbursed by state-owned enterprise under the supervision and management of the Commission of Supervision and Administration of State Assets of the State Council (國務院國有資產監督管理委員會) (SASAC) with the announcement in the relative valid list of state-owned enterprises (央企名錄) published by SASAC.

However, the Issuer is not the listed state-owned enterprises and the Notes issue under this Offering Circular shall not fall into the aforementioned exemption of the Complementary Income Tax.

Under Article 25 of the Budget Law for the year 2021 (Law no. 27/2020) during the year of 2021, Complementary Income Tax in relation to the interest payment from the Notes and capital gained/profit from sales and purchase, redemption or other forms of disposal of the Notes is exempted. Potential investors should be aware that the interest payment from the Notes and capital gained/profit from sales and purchase, redemption or other forms of disposal of the Notes received after the end of 31 December 2021 will be subject to the Complementary Income Tax unless the current exemption is renewed or extended under Macau law.

Stamp Duty

Pursuant to the section 13 and 14 of the General Table of Stamp Duty as annexed in the Stamp Duty Regulation, as approved by Law no. 17/88/M dated 27 June 1988 and amended, the transfer of bond certificate and bond issuance is subject to stamp duty at the rates of, respectively, 0.5 per cent. over the transfer value and 0.2 per cent. over the value of issued bond.

– 105 – The latest amendment of the Stamp Duty Regulation (Law no. 24/2020) stipulated an exemption from Stamp Duty in relation to the onerous transfers of bond certificate and bond issuances of the following notes:

(i) Nation bond (國家債券) — the bond to be issued and reimbursed by the Central Government (中央政府);

(iii) Central enterprise bond (中央企業債券) — the bonds to be issued and reimbursed by state-owned enterprise under the supervision and management of the Commission of Supervision and Administration of State Assets of the State Council (國務院國有資產監督管理委員會) with the announcement in the relative valid list of state-owned enterprises (央企名錄) published by SASAC.

However, the Issuer is not the listed state-owned enterprises and the Notes issue under this Offering Circular shall not fall into the aforementioned exemption of the Stamp Duty.

Nevertheless, under the article 16 of the Budget Law for the year 2021 (Law no. 27/2020), during the year of 2021, Stamp Duty in relation to the issue of the Notes, the purchase and sale and onerous assignment of the Notes is exempted. Potential investors should be aware that the purchase and sale and onerous assignment of the Notes after the end of 31 December 2021 will be subject to the Stamp Duty unless the current exemption is renewed or extended under Macau law.

The Proposed Financial Transactions Tax (“FIT”)

On 14 February 2013, the European Commission published a proposal (the “Commission’s Proposal”) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the “participating Member States”). However, Estonia has since stated that it will not participate.

The Commission’s Proposal has very broad scope and could, if introduced in its current form, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances. The issuance and subscription of Notes should, however, be exempt. Under the Commission’s Proposal, the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, “established” in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.

The FTT proposal remains subject to negotiation between the participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate.

Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

– 106 – Foreign Account Tax Compliance Act

Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA, a “foreign financial institution” may be required to withhold on certain payments it makes (“foreign passthru payments”) to persons that fail to meet certain certification, reporting, or related requirements. The Issuer may be a foreign financial institution for these purposes. A number of jurisdictions have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA (“IGAs”), which modify the way in which FATCA applies in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, are uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, such withholding would not apply prior to the date that is two years after the publication of the final regulations defining “foreign passthru payment” and Notes characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for U.S. federal tax purposes that are issued on or prior to the date that is six months after the date on which final regulations defining “foreign passthru payments” are filed with the U.S. Federal Register generally would be “grandfathered” for purposes of FATCA withholding unless materially modified after such date.

Holders should consult their own tax advisers regarding how these rules may apply to their investment in the Notes.

– 107 – PRC REGULATIONS

This section summarises the principal PRC laws and regulations which are relevant to the Group’s business and operations. As this is a summary, it does not contain a detailed analysis of the PRC laws and regulations which are relevant to the Group’s business and operations.

Safe Administration

According to the Administrative Measures for Foreign Debt Registration (《外債登記管理辦法》) and its operating guidelines (《外債登記管理操作指引》), effective as at 13 May 2013 and amended on 4 May 2015, 26 April 2016 and 9 June 2016, respectively, issuers of foreign debts are required to register with the SAFE. Issuers other than banks and financial departments of the government shall go through registration or record- filing procedures with the local branch of the SAFE within 15 business days of entering into a foreign debt agreement. If the receipt and payment of funds related to the foreign debt of such issuer is not handled through a domestic bank, the issuer shall, in the event of any change in the amount of money withdrawn, principal and interest payable or outstanding debt, go through relevant record-filing procedures with the local branch of the SAFE.

According to the Circular of PBOC on Matters Concerning the Macro-prudential Management of Full-Covered Cross-border Financing (《中國人民銀行關於全口經跨境融資宏現審慎管理有關事宜的通知》) (the “PBOC Circular”) issued by the PBOC on 12 January 2017, which is not applicable to government financing platforms or real estate enterprises, enterprises conducting cross-border financing shall complete the filing with the capital project information system of SAFE after the execution of cross-border financing contracts and three PRC business days prior to drawing for SAFE’s records. Enterprises shall also promptly update information on cross- border financing and rights and interests each year (including overseas creditors, borrowing term, amount, interest rate and its net assets, etc.). In the case of any change in the audited net assets, overseas creditors, borrowing term, amount, or interest rate involved in the financing contracts, the enterprise shall promptly file the change for SAFE’s records.

In accordance with the Notice of the State Administration of Foreign Exchange on the Issuance of “Guidelines for Operation of Foreign Exchange Operations on Capital Projects (2017 Edition)” (國家外匯管理局綜合司關於印發《資本項目外匯業務操作指引(2017年版)》的通知)) issued by the SAFE in November 2017 which came into effect on the same date, issuers shall complete foreign debt registration with the local branches of the SAFE within five PRC business days after the bonds have been issued.

PBOC Registration

Under the PBOC Circular (《中國人民銀行關於全口徑跨境融資宏觀審慎管理有關事宜的通知》), an enterprise shall report the information on the conclusion of cross-border financing contracts to the capital account information system of the SAFE for recordation after the date of conclusion but no later than three working days before the withdrawal date. In addition, the enterprise is also required to update the information with respect to the cross-border financing every year. If the audited net assets, or the creditor, loan terms, amount or interest rate of the cross-border financing agreement changes, the enterprise is required to complete the change of the filing in due course.

The PRC Legal System

The PRC legal system is based on the PRC Constitution and is made up of written laws, regulations, directives and local laws, laws of Special Administrative Regions and laws resulting from international treaties entered into by the PRC Government. In general, PRC court judgments do not constitute binding precedents. However, they are used for the purposes of judicial reference and guidance.

– 108 – The National People’s Congress of the People’s Republic of China (the “NPC”) and the Standing Committee of the NPC are empowered by the PRC Constitution to exercise the legislative power of the State. The NPC has the power to amend the PRC Constitution and enact and amend basic laws governing State agencies and civil, criminal and other matters. The Standing Committee of the NPC is empowered to enact and amend all laws except for the laws that are required to be enacted and amended by the NPC.

The State Council is the highest organ of the State administration and has the power to enact administrative rules and regulations. The ministries and commissions under the State Council are also vested with the power to issue orders, directives and regulations within the jurisdiction of their respective departments. All administrative rules, regulations, directives and orders promulgated by the State Council and its ministries and commissions must be consistent with the PRC Constitution and the national laws enacted by the NPC. In the event that a conflict arises, the Standing Committee of the NPC has the power to annul such administrative rules, regulations, directives and orders.

At the regional level, the provincial and municipal congresses and their respective standing committees may enact local rules and regulations and the people’s governments may promulgate administrative rules and directives applicable to their own administrative areas. These local rules and regulations must be consistent with the PRC Constitution, the national laws and the administrative rules and regulations promulgated by the State Council.

The State Council, provincial and municipal governments may also enact or issue rules, regulations or directives in new areas of the law for experimental purposes or in order to enforce the law. After gaining sufficient experience with experimental measures, the State Council may submit legislative proposals to be considered by the NPC or the Standing Committee of the NPC for enactment at the national level.

The PRC Constitution vests the power to interpret laws in the Standing Committee of the NPC. The Supreme People’s Court, in addition to its power to give general interpretation on the application of laws in judicial proceedings, also has the power to interpret specific cases. The State Council and its ministries and commissions are also vested with the power to interpret rules and regulations that they have promulgated. At the regional level, the power to interpret regional rules and regulations is vested in the regional legislative and administrative bodies which promulgated such laws.

The PRC Judicial System

Under the PRC Constitution and the Law of Organisation of the People’s Courts, the judicial system is made up of the Supreme People’s Court, the local courts, military courts and other special courts.

The local courts are comprised of the basic courts, the intermediate courts and the higher courts. The basic courts are organised into civil, criminal, economic, administrative and other divisions. The intermediate courts are organised into divisions similar to those of the basic courts, and are further organised into other special divisions, such as the intellectual property division. The higher level courts supervise the basic and intermediate courts. The people’s procuratorate also have the right to exercise legal supervision over the civil proceedings of courts at the same level and lower levels. The Supreme People’s Court is the highest judicial body in the PRC; it supervises the administration of justice by all other courts.

The courts employ a two-tier appellate system. A party may appeal against a judgment or order of a local court to the court at the next higher level. Second judgments or orders given at the next higher level and the first judgments or orders given by the Supreme People’s Court are final. If, however, the Supreme People’s Court or a court at a higher level finds an error in a judgment which has been given by any court at a lower level, or the president of a court finds an error in a judgment which has been given in the court over which he presides, the case may then be retried in accordance with the judicial supervision procedures.

– 109 – The Civil Procedure Law of the PRC (《民事訴訟法》), which was adopted on 9 April 1991 and amended on 28 October 2007, 31 August 2012 and 27 June 2017, respectively, sets forth the criteria for instituting a civil action, the jurisdiction of the courts, the procedures to be followed for conducting a civil action and the procedures for enforcement of a civil judgment or order. All parties to a civil action conducted within the PRC must comply with the Civil Procedure Law. Generally, a civil case is initially heard by a local court of the municipality or province in which the defendant resides. The parties to a contract may, by express agreement, select a jurisdiction where civil actions may be brought, provided that the jurisdiction is either the plaintiff’s or the defendant’s place of residence, the place of execution or implementation of the contract or the place of the object of the contract. However, such contractual selection may not override the stipulations of the mandated jurisdiction of the different levels of court and the exclusive jurisdiction of a given court in any case.

A foreign individual or enterprise generally has the same litigation rights and obligations as a citizen or legal person of the PRC. If a foreign country’s judicial system limits the litigation rights of PRC citizens and enterprises, the PRC courts may apply the same limitations to the citizens and enterprises of that foreign country within the PRC. If any party to a civil action refuses to comply with a judgment or order made by a court or an award granted by an arbitration panel in the PRC, the aggrieved party may apply to the court to request for enforcement of the judgment, order or award. The time limit imposed on the right to apply for such enforcement is two years. If a person fails to satisfy a judgment made by the court within the stipulated time, the court will, upon application by any party to the action, mandatorily enforce the judgment.

A party seeking to enforce a judgment or order of a court against a party who is not located within the PRC and does not own any property in the PRC may apply to a foreign court with proper jurisdiction for recognition and enforcement of the judgment or order. A foreign judgment or ruling may also be recognised and enforced by a PRC court in accordance with the PRC enforcement procedures if the PRC has entered into, or acceded to, an international treaty with the relevant foreign country, which provides for such recognition and enforcement, or if the judgment or ruling satisfies the court’s examination in accordance with the principle of reciprocity, unless the court finds that the recognition or enforcement of such judgment or ruling will result in a violation of the basic legal principles of the PRC, its sovereignty or security, or for reasons of social and public interests.

PRC Currency Control

Renminbi is not a freely convertible currency. The remittance of Renminbi into and outside the PRC is subject to control imposed under the PRC laws.

Current Account Items

Under the PRC foreign exchange control regulations, current account item payments include payments for imports and exports of goods and services, payments of income and current transfers into and outside the PRC.

Prior to July 2009, all current account items were required to be settled in foreign currencies. Since July 2009, the PRC has commenced a pilot scheme pursuant to which Renminbi may be used for settlement of imports and exports of goods between approved pilot enterprises in five designated cities in the PRC including Shanghai, Guangzhou, Dongguan, Shenzhen and Zhuhai and enterprises in designated offshore jurisdictions including Hong Kong and Macau. In June 2010, August 2011 and February 2012 respectively, the PRC Government promulgated the Circular on Issues concerning the Expansion of the Scope of the Pilot Program of Renminbi Settlement of Cross-Border Trades (《關於擴大跨境貿易人民幣結算試點有關問題的通知》), the Circular on Expanding the Regions of Cross-border Trade Renminbi Settlement (《關於擴大跨境貿易人民幣結算地區的通知》) and the Notice on Matters Relevant to the Administration of Enterprises Engaged in Renminbi Settlement of Export Trade in Goods (《關於出口貨物貿易人民幣結算企業管理有關問題的通知》) (together, the “Circulars”) with regard to the expansion of designated cities and offshore jurisdictions implementing the pilot Renminbi settlement scheme for cross-border trades.

–110– Pursuant to these Circulars, (i) Renminbi settlement of imports and exports of goods and of services and other current account items became permissible, (ii) the list of designated pilot districts were expanded to cover all provinces and cities in the PRC, (iii) the restriction on designated offshore districts has been lifted and (iv) any enterprise qualified for the export and import business is permitted to use Renminbi as settlement currency for exports of goods, provided that the relevant provincial government has submitted to the PBOC and five other PRC authorities (the “Six Authorities”) a list of key enterprises subject to supervision and the Six Authorities have verified and signed off such list (the “Supervision List”).

On 5 July 2013, the PBOC promulgated the Circular on Policies related to Simplifying and Improving Cross- border Renminbi Business Procedures (《關於簡化跨境人民幣業務流程和完善有關政策的通知》) (the “2013 PBOC Circular”), which, in particular, simplifies the procedures for cross-border Renminbi trade settlement under current account items. For example, PRC banks may conduct settlement for PRC enterprises (excluding those on the Supervision List) upon the PRC enterprises presenting the payment instruction. PRC banks may also allow PRC enterprises to make/receive payments under current account items prior to the relevant PRC bank’s verification of underlying transactions (noting that verification of underlying transactions is usually a precondition for cross-border remittance).

The Circulars and the 2013 PBOC Circular are subject to interpretation and application by the relevant PRC authorities. Local authorities may adopt different practices in applying these circulars and impose conditions for settlement of current account items.

Capital Account Items

Under the applicable PRC foreign exchange control regulations, capital account items include cross-border transfers of capital, direct investments, securities investments, derivative products and loans. Capital account payments are generally subject to approval of and/or registration or filing with the relevant PRC authorities.

Until recently, settlement for capital account items were generally required to be made in foreign currencies. For instance, foreign investors (including any Hong Kong investors) are required to make any capital contribution to foreign invested enterprises in a foreign currency in accordance with the terms set out in the relevant joint venture contracts and/or articles of association as approved by the relevant authorities. Foreign invested enterprises or relevant PRC parties were also generally required to make capital account payments including proceeds from liquidation, transfer of shares, reduction of capital, interest and principal repayment to foreign investors in a foreign currency.

On 11 May 2013, the SAFE promulgated the Provisions on the Foreign Exchange Administration of Domestic Direct Investment by Foreign Investors (《外國投資者境內直接投資外匯管理規定》) (the “SAFE Provisions”), which became effective on 13 May 2013 and amended on 10 October 2018. According to the SAFE Provisions, foreign investors can use cross-border Renminbi (including Renminbi inside and outside the PRC held in the capital accounts of non-PRC residents) to make a contribution to an onshore enterprise or make a payment for the transfer of an equity interest of an onshore enterprise by a PRC resident within the total investment amount approved by the competent authorities (for example, MOFCOM and/or its local counterparts as well as financial regulators). Capital account transactions in Renminbi must generally follow the current foreign exchange control regime applicable to foreign currencies.

On 3 December 2013, the MOFCOM promulgated the Announcement on Issues in relation to Cross-border Renminbi Foreign Direct Investment (《商務部關於跨境人民幣直接投資有關問題的公告》(2013年第87 號)) (the “MOFCOM Announcement”), which became effective on 1 January 2014, to further facilitate foreign direct investment by simplifying and streamlining the applicable regulatory framework. Pursuant to the MOFCOM Announcement, the appropriate office of MOFCOM and/or its local counterparts will grant written approval for each foreign direct investment and specify “Renminbi Foreign Direct Investment” and the amount of capital contribution in the approval. The MOFCOM Announcement also removes the approval requirement for foreign investors who intend to change the currency of its existing

– 111 – capital contribution from a foreign currency to Renminbi. In addition, the MOFCOM Announcement specifically prohibits the use of funds used for foreign direct investment for any investment in securities and financial derivatives (except for investment in the PRC listed companies as strategic investors) or for entrustment loans in the PRC.

Under current rules promulgated by the SAFE, foreign debts borrowed and the foreign security provided by an onshore entity (including a financial institution) in Renminbi shall, in principle, be regulated under the current PRC foreign debt and foreign security regime.

The SAFE Provisions, the MOFCOM Circular and the Administrative Measures on Renminbi Settlement of Foreign Direct Investment (外商直接投資人民幣結算業務管理辦法) (the “PBOC FDI Measures”), which are new regulations and were revised on 5 June 2015, have been promulgated to control the remittance of Renminbi for payment of transactions categorised as capital account items and such new regulations are subject to interpretation and application by the relevant PRC authorities. The Circular on Reforming the Administrative Approach of the Foreign Exchange Capital Settlement for Foreign Invested Enterprises (《關於改革外商投資企業外匯資本金結匯管理方式的通知》) became effective on 29 May 2015 (the “2015 SAFE Circular”). In addition to the option to settle foreign current capital through payment-based foreign exchange settlement (支付結匯制), the 2015 SAFE Circular allows foreign- invested enterprises to settle up to 100 per cent. (subject to future adjustment at discretion of the SAFE) of the foreign currency capital (which has been processed through the SAFE’s equity interest confirmation procedure for capital contribution in cash or registered by a bank on the SAFE’s system for account-crediting for such capital contribution) into Renminbi according to their actual operational needs on a voluntary basis. In principle, the Renminbi proceeds through the aforementioned voluntary settlement shall be deposited into designated bank account called capital account item – account for foreign currency settlement pending payment (資本項目–結匯待支付賬戶) (the “Account for Foreign Currency Settlement Pending Payment”) as opened by such foreign-invested enterprise, and accordingly all future payments shall be processed from such Account for Foreign Currency Settlement Pending Payment. A negative list with respect to the usage of the foreign currency capital and the Renminbi proceeds settled therefrom is set forth under the 2015 the SAFE Circular. In particular, a foreign invested enterprise with investment as its main business (including the foreign-invested investment company (外商投資性公司), foreign-invested venture capital enterprise (外商投資創業投資企業) or foreign-invested equity investment enterprise (外商投資股權投資企業)) is permitted to use the Renminbi proceeds settled from its foreign currency capital (whether directly settled, or from the Renminbi deposit in its Account for Foreign Currency Settlement Pending Payment as previously settled through voluntary settlement) to make equity contribution to its invested enterprises directly, without further filings with SAFE. PRC entities are also permitted to borrow Renminbi- denominated loans from foreign lenders (which are referred to as “foreign debt”) and lend Renminbi-denominated loans to foreign borrowers (which are referred to as “outbound loans”), as long as such PRC entities have the necessary quota, approval or registration. PRC entities may also denominate security or guarantee arrangements in Renminbi and make payments thereunder to parties in the PRC as well as other jurisdictions (which is referred to as “cross-border security”).

On 9 June 2016, the SAFE promulgated the Notice on Reforming and Standardizing the Administrative Provisions on Capital Account Foreign Exchange Settlement (《關於改革和規範資本項目結匯管理政策的通知》(匯發[2016]16號)) (the “SAFE Circular 16”) which took effect on the same day. According to the SAFE Circular 16, enterprises registered in PRC could settle the external debts in foreign currencies to Renminbi at their own discretion. The SAFE Circular 16 sets a uniform standard for discretionary settlement of foreign currencies under capital accounts (including but not limited to foreign currency capital, foreign debts and repatriated funds raised through overseas listing), which is applicable to all enterprises registered in the PRC. It reiterated that the Renminbi funds obtained from the settlement of foreign currencies shall not be used directly or indirectly for purposes beyond the company’s scope of business, and shall not be used for domestic securities investment or investments and wealth management products other than principal-protected products issued by banks, unless otherwise expressly prescribed. Furthermore, such Renminbi funds shall not be used for disbursing loans to non-affiliated enterprises, unless the scope of business expressly provides so; and shall not be used to construct or purchase real estate not for self-use (except for real estate enterprises).

–112– Under current rules promulgated by the SAFE, foreign debts borrowed, outbound loans extended, and the cross-border security provided by a PRC onshore entity (including a financial institution) in Renminbi shall, in principle, be regulated under the current PRC foreign debt, outbound loan and cross-border security regimes applicable to foreign currencies. However, there remains potential inconsistencies between the provisions of the SAFE rules and the provisions of the 2013 PBOC Circular. It is not clear how regulators will deal with such inconsistencies in practice.

Further, if any new PRC regulations are promulgated in the future which have the effect of permitting or restricting (as the case may be) the remittance of Renminbi for payment of transactions categorised as capital account items, then such remittances will need to be made subject to the specific requirements or restrictions set out in such rules.

Regulation on Financial Leasing

The Civil Code of the PRC (中華人民共和國民法典) became effective on 1 January 2021 sets forth the definition on financial leasing contracts providing that a financial leasing contract means a contract whereby the lessor buys the leased property from the seller based on the lessee’s choice of the seller and the leased property, and supplies it to the lessee for the latter’s use, and the lessee pays the rent. In addition, a financial leasing contract should be made in written form, and if the lessee still fails to pay the rent within a reasonable time limit after being urged, the lessor may either required the lessee to pay all the rent, or rescind the contract and take back the leased property.

On 22 October 2004, the Circular of the Ministry of Commerce and the State Administration of Taxation on Relevant Issues concerning Undertaking Financing Lease Business (《商務部國家稅務總局關於從事融資租賃業務有關問題的通知》(商建發[2004]560號)) (the “Circular 560”) was issued and it proposes that the Ministry of Commerce will carry out the piloting of financing lease business by Chinese-funded leasing enterprises. In the meantime, Circular 560 stipulates the conditions the pilot enterprise that undertakes financing lease business shall meet and provides that a financing lease pilot enterprise shall strictly abide by relevant PRC laws and regulations, and may not undertake such businesses as absorbing deposit or depositing in disguised form, providing working capital loans and other loans under the leasing item to the tenant, making securities investment or making equity investment in financial institutions, engaging inter-bank borrowing or lending business.

On 12 April 2006, the Circular of the Ministry of Commerce and the State Administration of Taxation on Strengthening the Supervision over Pilot Financing Lease with Domestic Investment (《商務部、國家稅務總局關於加強內資融資租賃試點監管工作的通知》(商建發[2006]160號)) was issued. Circular 160 proposes to establish a sound supervision mechanism to strengthen administration on alteration and to establish a withdrawal mechanism and also proposes that all administrative departments of commerce and taxation throughout the country shall strengthen the instruction of and supervision over pilot enterprises.

On 15 December 2011, the Ministry of Commerce issued the Circular of Guiding Opinions of the Ministry of Commerce on Promoting the Development of Financial Lease Industry during the Twelfth Five-Year Period (《商務部關於“十二五”期間促進融資租賃業發展的指導意見》(商服貿發[2011]487號)) (the “Circular 487”). Circular 487 proposes main tasks to promote the development of financial lease industry during the twelfth five- year period such as innovating the business mode of financial lease enterprises, optimising the development layout of the financial lease industry, supporting enterprises in expanding new business areas, opening up the overseas assets lease market, broadening the financing channels for enterprises, improving the ability of risk prevention and accelerating the development of industries related to financial leases. Additionally, Circular 487 proposes some safeguard measures to achieve those tasks.

–113– On 31 August 2015, the Circular of Guiding Opinions of the General Office of the State Council on Accelerating the Development of the Financial Leasing Industry (《國務院辦公廳關於加快融資租賃業發展的指導意見》(國辦發[2015]68號)) (the “Financial Leasing Circular”) was issued by the General Office of the State Council. The Financial Leasing Circular provides to remove the restrictions on the minimum registered capital for subsidiaries established by finance lease enterprises and provides that (i) finance lease enterprises are allowed to concurrently carry out commercial factoring business relevant to their primary business, (ii) all social capital entering the finance lease industry shall be guided and standardised, and diversification of investment subjects shall be promoted by supporting private capital to establish finance lease companies by promotion and independent third- party service institutions to invest in the establishment of finance lease companies. The Financial Leasing Circular also highlights that manufacturers of construction machinery, railway, electric power, civil aircraft, ships, marine engineering equipment, and other major complete equipment are encouraged to develop international market and cross-border lease by means of finance lease. And that finance lease companies are encouraged to launch cross-border RMB business. Besides, the Financial Leasing Circular supports the integrated development of finance lease companies and the Internet, as well as the enhanced cooperation between finance lease companies and financial institutions of banks, insurance, trusts, and funds, for the innovation in commercial modes.

Regulations on Labour

Employment Contracts

The Labour Contract Law (《勞動合同法》), promulgated by the Standing Committee of the National People’s Congress on 29 June 2007, which became effective on 1 January 2008 and was amended on 28 December 2012 and became effective on 1 July 2013, governs the relationship between employers and employees and provides for specific provisions in relation to the terms and conditions of an employee contract. The Labour Contract Law stipulates that employee contracts shall be in writing and signed. It imposes more stringent requirements on employers in relation to entering into fixed-term employment contracts, hiring of temporary employees and dismissal of employees. Pursuant to the Labour Contract Law, employment contracts lawfully concluded prior to the implementation of the Labour Contract Law and continuing as at the date of its implementation shall continue to be performed. Where an employment relationship was established prior to the implementation of the Labour Contract Law but no written employment contract was concluded, a contract shall be concluded within one month after its implementation.

Employee Funds

Under applicable PRC laws, regulations and rules, including the Social Insurance Law (《社會保險法》), promulgated by the Standing Committee of the National People’s Congress on 28 October 2010, which became effective on 1 July 2011 and was amended on 29 December 2018, the Provisional Regulations on the Collection and Payment of Social Insurance Premiums (《社會保險費徵繳暫行條例》), promulgated by the State Council on 22 January 1999, which became effective on 22 January 1999, and amended on 24 March 2019 and became effective on the same date, and Administrative Regulations on the Housing Provident Fund (《住房公積金管理條例》), promulgated by the State Council on 3 April 1999, which became effective on 3 April 1999 and as amended on 24 March 2019, employers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, maternity leave insurance and to housing provident funds. These payments are made to local administrative authorities and any employer who fails to contribute may be fined and ordered to pay the outstanding amount within a stipulated time period.

–114– Land Use Rights

In accordance with the PRC Constitution (中華人民共和國憲法), land in the PRC is either state owned or collectively owned, depending on location. Land in urban areas is state-owned, and land in rural areas and suburban areas are, unless otherwise specified by law, collectively owned. The State may expropriate or take over lands and pay compensation in accordance with the law if such expropriation or takeover is in the public interest. Although all land in the PRC are state-owned or collectively-owned by the State or by collectives, individuals and companies are permitted to hold, lease and develop lands for which they are granted land use rights.

The Provisional Regulations of the PRC Concerning the Grant and Transfer of State-owned Land Use Rights in Urban Areas (中華人民共和國城鎮國有土地使用權出讓和轉讓暫行條例) (the “Urban Land Regulations”), promulgated by the State Council on 19 May 1990, and the Urban Real Property Law adopted a system of grant and transfer of the right to use state-owned land. A land user must pay a land premium to the State as consideration for the grant of the right to use the land within a certain term and may transfer, lease, mortgage or otherwise commercially use the land use rights within the applicable term. Under the Urban Land Regulations and the Urban Real Property Law, the land administration authority under the local government of the relevant city or county shall enter into a land grant contract with the land user for the grant of land use rights. After payment in full of the land premium, the land user must register with the land administration authority and obtain a land use rights certificate evidencing the acquisition. The Development Regulations provide that land use rights for a site intended for property development must be obtained via government grant, except for land use rights that may be obtained via allocation pursuant to PRC law or State Council stipulations.

The Ministry of Land and Resources has further promulgated the Regulations on the Grant of State-owned Construction Land Use Rights via Tender, Auction and Listing-for-sale (招標拍賣掛牌出讓國有建設用地使用權規定), enacted on 28 September 2007 and effective on 1 November 2007. Under these regulations, land use rights for industrial use (including land for warehouses but excluding land for mining), commercial use, tourism, entertainment and commodity residential property development must he granted via tender, auction or listing-for-sale where two or more proposed users are competing for the same parcel of land. The relevant land use rights certificates will not be issued prior to full payment of the appropriate land premium, and no land use rights certificates will be issued pro rata based on partial payment received.

Where land use rights are granted via tender, invitations to tender are issued by the local land bureau. The invitation shall set forth terms and conditions upon which the land use rights are proposed to be granted. A committee will be established by the relevant local land bureau to consider submitted tenders. The winning bidder will then sign the grant contract with the local land bureau and pay the relevant land premium within a prescribed period. Tenders for land use rights may be conducted either via open tenders or private tenders. The local land bureau shall consider the following factors: (i) if the invitation to tender only requires a bid from the bidder, whoever offers the highest bid will be the winning bidder; (ii) alternatively, if the invitation to tender requires the bidder to submit planning proposals in addition to the bid, then details of the proposals will he considered. If the relevant land bureau considers that no bid is satisfactory, the land bureau has the right to reject all bids.

Where land use rights are granted via auction, a public auction is held by the relevant local land bureau. The land use rights are granted to the bidder with the highest bid. The winning bidder will be asked to enter into a grant contract with the local land bureau.

Where land use rights are granted via listing-for-sale, a public notice is issued by the local land bureau to specify the location, area, purpose of use, initial listing price, period for receiving bids and the terms and conditions upon which the land use rights are proposed to be granted. The land use rights are granted to the bidder with the highest bid who also satisfies the relevant terms and conditions. The winning bidder will then enter into a grant contract with the local land bureau.

–115– On 11 June 2003, the Ministry of Land and Resources promulgated the Regulations on Grant of State-owned Land Use Rights by Agreement (協議出讓國有土地使用權規定). According to these regulations, if only one entity is a proposed user for a given parcel of land, the related land use rights may be granted by way of agreement, except where the related land use rights arc to be used for tourism or entertainment purposes or for commodity residential properties. The relevant local land bureau, together with other relevant governmental authorities, including any relevant city planning authority, must formulate a plan that deals with issues such as the specific location, boundaries, purpose of use, area, term of grant, conditions of use, conditions for planning and design and the proposed land premium, which may not be lower than the minimum price set by the State, and submit such plan to the relevant government body for approval. Afterwards, the relevant local land bureau and the proposed user negotiate and enter into a land granting contract based on this plan. If two or more entities are interested in the same land use rights, such rights must he granted via tender, auction or listing-for-sale.

Environmental Protection

The Ministry of Ecology and Environment of the PRC (中華人民共和國生態環境部), which has merged the Ministry of Environmental Protection of the PRC (the “Ministry of Environmental Protection”) is responsible for the overall supervision and control of environmental protection in China. It formulates national standards for the discharge of waste materials and environmental protection and monitors the PRC environmental protection system. Ecology and environment bureaus at the county level and above are responsible for environmental protection within their respective areas of jurisdiction.

Promulgated on 26 December 1989 and amended on 24 April 2014, the PRC Environmental Protection Law (中華人民共和國環境保護法) (the “Environmental Protection Law”) sets out the legal framework for environmental protection in the PRC. The Environmental Protection Law requires all operations that produce pollutants or other hazards to take environmental protection measures, and to establish an environmental protection responsibility system. Such system includes the adoption of effective measures to control and properly dispose of waste gases, waste water, waste residue, dust or other waste materials. Any entity that discharges waste material must obtain the Pollutant Discharge Permit. If an enterprise fails to obtain the Pollutant Discharge Permit before discharging pollutants and refuses to rectify its violation, relevant responsible persons will be detained by public security department for up to 15 days. Besides, qualified social organisations are entitled to bring an action against enterprises which have polluted and endangered the environment and infringe the social public interest. Environmental protection authorities can impose different penalties on persons or enterprises in violation of the Environmental Protection Law, depending on the individual circumstances of each case and the extent of contamination. Such penalties include fines, orders to stop production or use, seizure of facilities or equipment discharging pollutants, administrative actions against relevant responsible persons or enterprises, or orders to close down those enterprises. Where the violation is serious, the persons or enterprises responsible for the violation may be required to pay damages to victims of the contamination. Where serious environmental contamination occurs in violation of the provisions of the Environmental Protection Law which results in serious loss of public and private property, persons or enterprises directly responsible for such contamination may be held criminally liable.

–116– SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN PRC GAAP AND IFRS

The consolidated financial statements of the Group included in this Offering Circular have been prepared and presented in accordance with PRC GAAP. PRC GAAP is substantially in line with IFRS, except for certain modifications which reflect the PRC’s unique circumstances and environment. The following is a general summary of certain differences between PRC GAAP and IFRS on recognition and presentation as applicable to the consolidated financial statements of the Group. The Group is responsible for preparing the summary below. Since the summary is not meant to be exhaustive, there is no assurance regarding the completeness of the financial information and related footnote disclosure between PRC GAAP and IFRS and no attempt has been made to quantify such differences. Had any such quantification or reconciliation been undertaken by the Group, other potentially significant accounting and disclosure differences may have been required that are not identified below. Additionally, no attempt has been made to identify possible future differences between PRC GAAP and IFRS as a result of prescribed changes in accounting standards. Regulatory bodies that promulgate PRC GAAP and IFRS have significant ongoing projects that could affect future comparisons or events that may occur in the future.

Accordingly, no assurance is provided that the following summary of differences between PRC GAAP and IFRS is complete. In making an investment decision, each investor must rely upon its own examination of the Group, the terms of the offering and other disclosure contained herein. Each investor should consult its own professional advisors for an understanding the differences between PRC GAAP and IFRS and/or between PRC GAAP and other generally accepted accounting principles, and how those differences might affect the financial information contained herein.

Reversal of an impairment loss

Under PRC GAAP, once an impairment loss is recognised for a long term asset (including fixed assets, intangible assets and goodwill, etc.), it shall not be reversed in any subsequent period. Under IFRS, an impairment loss recognised in prior periods for an asset other than goodwill could be reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.

Related party disclosures

Under PRC GAAP, government-related entities are not treated as related parties. Under IFRS, government- related entities are still treated as related parties.

Asset valuation

Under PRC GAAP, asset values are typically measured by compounding historical costs. Under IFRS, asset values can be measured either using historical costs or by re-evaluating assets (such as property, plants and equipment) to obtain their fair value, and then deducting the cumulative depreciation and impairment losses from this value.

–117– SUBSCRIPTION AND SALE

The Issuer has entered into a subscription agreement with the Joint Lead Managers on 6 July 2021 (the “Subscription Agreement”), pursuant to which and subject to certain conditions contained therein, the Issuer has undertaken, among other things, that the Notes will be issued on 13 July 2021 (the “Issue Date”), and the Joint Lead Managers have severally and not jointly agreed with the Issuer to subscribe and pay for, or procure subscribers to subscribe and pay for, the Notes at an issue price of 100.0 per cent. of their principal amount in the amount set forth below:

Principal amount of Notes to be Joint Lead Managers subscribed (U.S.$) Luso International Banking Limited...... 50,000,000 Industrial Bank Co., Ltd. Hong Kong Branch...... 50,000,000 Bank of China Limited, Macau Branch...... 5,000,000 Chiyu Banking Corporation Limited ...... 5,000,000 China Minsheng Banking Corp., Ltd., Hong Kong Branch...... 5,000,000 CMB Wing Lung Bank Limited ...... 5,000,000 Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch...... 5,000,000 BOCOM International Securities Limited ...... 5,000,000 China Industrial Securities International Brokerage Limited...... 5,000,000 Guotai Junan Securities (Hong Kong) Limited ...... 5,000,000 The Macau Chinese Bank Limited ...... 5,000,000 SPDB International Capital Limited ...... 5,000,000 Total ...... 150,000,000

The Subscription Agreement provides that the Issuer has agreed to pay the Joint Lead Managers certain fees and commissions, to reimburse the Joint Lead Managers for certain of their expenses in connection with the initial sale and distribution of the Notes, and the Issuer will indemnify the Joint Lead Managers against certain liabilities in connection with the offer and sale of the Notes. The Subscription Agreement provides that the obligations of the Joint Lead Managers are subject to certain conditions precedent, and entitles the Joint Lead Managers to terminate it in certain circumstances prior to payment being made to the Issuer.

The Joint Lead Managers and their respective subsidiaries and affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Joint Lead Managers and certain of their respective subsidiaries and affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for, and entered into certain commercial banking transactions with, the Issuer and/or the Group for which they have received or will receive customary fees and expenses.

The Joint Lead Managers and their respective affiliates may purchase the Notes and be allocated Notes for asset management and/or proprietary purposes but not with a view to distribution. References herein to the Notes being offered should be read as including any offering of the Notes to the Joint Lead Managers and/or their affiliates acting in such capacity. In the ordinary course of their various business activities, the Joint Lead Managers and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time

–118– hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Issuer. Such persons do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The distribution of this Offering Circular, or any offering material, and the offering, sale or delivery of the Notes is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of this Offering Circular, or any offering material, are advised to consult with their own legal advisers as to what restrictions may be applicable to them and to observe such restrictions. This Offering Circular may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorised.

Accordingly, the Notes should not be offered or sold, directly or indirectly, and neither this Offering Circular nor any other offering material, circular, prospectus, form of application or advertisement in connection with the Notes should be distributed or published in or from any jurisdiction, except in circumstances which will result in compliance with any applicable laws and regulations and will not, save as disclosed in this Offering Circular, impose any obligations on the Issuer or the Joint Lead Managers.

In connection with the issue of the notes, the Stabilisation Manager (or any person(s) acting on behalf of such Stabilisation Manager) may over-allot the notes or effect transactions with a view to supporting the market price of the notes at a level higher than that which might otherwise prevail. However, there is no obligation on such Stabilisation Manager to do this. Such stabilisation, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. Such stabilisation shall be in compliance with all applicable laws, regulations and rules.

General

No action has been taken or will be taken in any jurisdiction that would permit a public offering of the Notes, or possession or distribution of this Offering Circular or any amendment or supplement thereto or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required. The Issuer will have no responsibility for, and each Joint Lead Manager will obtain any consent, approval or permission required by it for, the acquisition, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it makes any acquisition, offer, sale or delivery. None of the Joint Lead Managers are authorised to make any representation or use any information in connection with the issue, subscription and sale of the Notes, other than as contained in this Offering Circular or any amendment or supplement thereto.

If a jurisdiction requires that the offering of the Notes be made by a licensed broker or dealer and a Joint Lead Manager or any affiliate of that Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering of the Notes shall be deemed to be made by that Joint Lead Managers or its affiliate on behalf of the Issuer in such jurisdiction.

United States

The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each Joint Lead Manager has represented, warranted and undertaken to the Issuer that:

(i) it has not offered or sold, and will not offer or sell, any Notes constituting part of its allotment within the United States except in accordance with Rule 903 of Regulation S under the Securities Act; and that

–119– (ii) neither it nor any of its Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) (nor any person acting on behalf of such Joint Lead Managers or any of its Affiliates) has engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to the Notes.

Terms used in the paragraph above have the meanings given to them by Regulation S under the Securities Act.

United Kingdom

Each Joint Lead Manager has represented, warranted and undertaken that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer;

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and

(iii) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and it has not offered or sold and will not offer or sell any Notes other than to persons:

(a) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or

(b) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,

where the issue of the Notes would otherwise constitute a contravention of section 19 of the FSMA by the Issuer.

Hong Kong

Each Joint Lead Manager has represented, warranted and undertaken that:

(i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (1) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (“SFO”) and any rules made under the SFO; or (2) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and

(ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

– 120 – The People’s Republic of China

Each Joint Lead Manager has represented, warranted and undertaken that the Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the PRC (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by the securities laws of the PRC.

Singapore

Each Joint Lead Manager has acknowledged that this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Joint Lead Manager has represented, warranted and agreed that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law;

(4) as specified in Section 276(7) of the SFA; or

(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Singapore Securities and Futures Act Product Classification — Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, the Issuer has determined, and hereby notifies all relevant persons (as defined in 309A of the SFA) that the Notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

– 121 – Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “Financial Instruments and Exchange Act”). Accordingly, each Joint Lead Manager has represented, warranted and undertaken that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the Financial Instruments and Exchange Act and other relevant laws and regulations of Japan.

Macau

The Notes have not been and will not be promoted, distributed, sold or delivered in Macau, or any document relating to the Notes be distributed or circulated in Macau, except under the terms of and in compliance with the Financial System Act of Macau, as approved by Decree Law no. 32/39/M dated 5 July 1993, and Guidelines under Circular no. 033/B/2010-DSB/AMCM, Circular no. 008/B/2021-DSB/AMCM, Circular no. 009/B/2019-DSB/AMCM and Circular no. 001/B/2021-DSB/AMCM and any other laws in Macau that may apply to the offer and sale of the Notes in Macau. The Notes are registered for public offer under the Financial System Act of Macau and Guidelines under Circular no. 033/B/2010-DSB/AMCM, Circular no. 008/B/2021-DSB/AMCM, Circular no. 009/B/2019-DSB/AMCM and Circular no. 001/B/2021-DSB/AMCM to offer and sell to professional investors, and may only be offered or sold in Macau by Macau licensed entities according to the Macau Financial System Act and upon their communication to the Macau Monetary Authority and the MOX, in observation of the guidelines and recommendations issued by the Macau local regulatory authority from time to time.

– 122 – GENERAL INFORMATION

1. Clearing Systems: The Notes have been accepted for clearance through MOX with a GIIN X309AU.99999.SL.446 and an ISIN MO000A3KS070.

2. Listing: Application will be made to the MOX for the listing of the Notes by way of debt issues to Professional Investors (as defined in Section 11 of the Guideline on Provision on Distribution of Financial Products (Circular 033/B/2010-DSB/AMCM) as issued by the Monetary Authority of Macau).

3. Authorisations: The Issuer has obtained all necessary consents, approvals and authorisations in connection with the issue of the Notes, the entry into of the Trust Deed and the Agency Agreement, and the performance of its obligations under the Notes, the Trust Deed and the Agency Agreement. The issue of the Notes was authorised by resolutions of the authorised management body and the shareholders of the Issuer passed on 16 June 2021 and 5 May 2021, respectively.

The Issuer intends to, and will undertake in the Terms and Conditions of the Notes to, file or cause to be filed with SAFE the requisite information and documents in accordance with (i) the Administrative Measures for Foreign Debt Registration (《外債登記管理辦法》) issued by SAFE and which came into effect on 13 May 2013, and (ii) the Circular on Relevant Matters about the Macro-Prudential Management of Cross-border Financing in Full Aperture (《中國人民銀行關於全口徑跨境融資宏觀審慎管理有關事宜的通知》) issued by the PBOC and which came into effect on 12 January 2017 and any implementation rules, reports, certificates, approvals or guidelines as issued by the SAFE or the PBOC, as the case may be, from time to time.

4. No Material Adverse Change: There has been no material adverse change, or any development reasonably likely to involve an adverse change, in the Group’s financial or trading position, prospects, results of operations or general affairs of the Group since 31 December 2020.

5. Litigation: Neither the Issuer nor any other member of the Group is involved in any litigation or arbitration proceedings that the Issuer believes are material in the context of the Notes as at the date of this Offering Circular. The Issuer is not aware that any such proceedings are pending or threatened as at the date of this Offering Circular.

6. Available Documents: Copies of the Audited Financial Statements, the Trust Deed and the Agency Agreement will be available for inspection from the Issue Date during normal business hours on any week day (other than public holidays) at the specified office of the Principal Paying Agent (being at the date of this Offering Circular at Avenida Dr. Mario Soares, No. 47, Macau) following prior written request and proof of holding and identity satisfactory to the Principal Paying Agent and at the Specified Office of each of the Agents, subject to the Principal Paying Agent having first been provided by the Issuer with copies of the same, so long as any of the Notes are outstanding.

7. Independent Auditors: The Audited Financial Statements as at and for the years ended 31 December 2018, 2019 and 2020, which are included elsewhere in this Offering Circular, have been audited by Huaxing Certified Public Accountants LLP, the independent auditors of the Group, as stated in its reports appearing herein.

– 123 – INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements of the Group as at and for the years ended 31 December 2018, 2019 and 2020

Auditor’s Report...... F-3

Consolidated Balance Sheet (Assets) ...... F-7

Consolidated Balance Sheet (Liabilities and Equity) ...... F-7

Consolidated Income Statement ...... F-8

Consolidated Statements of Cash Flows ...... F-9

Consolidated Statement of Changes in Equity...... F-10

Balance Sheet (Assets) ...... F-13

Balance Sheet (Liabilities and Equity) ...... F-13

Income Statement ...... F-14

Statements of Cash Flows ...... F-15

Statement of Changes in Equity...... F-16

Notes to Financial Statements ...... F-19

– F-1 – – F-2 – – F-3 – – F-4 – – F-5 – – F-6 – – F-7 – – F-8 – – F-9 – – F-10 – – F-11 – – F-12 – – F-13 – – F-14 – – F-15 – – F-16 – – F-17 – – F-18 – Notes to Financial Statements

(Unless otherwise indicated, the unit of amount is CNY)

1. G ENERAL INFORMATION OF THE COMPANY

Fujian Investment Development Group Co., Ltd. (hereinafter referred to as the company) is a large state-owned company established in April, 2009 by integrating the original seven provincial investment companies. According to the spirit of the reply of Fujian Provincial

People's Government on the plan of integration and reorganization of some provincial enterprises (Minzhengwen [2008] No. 328), the notice of the state owned assets supervision and Administration Committee of the Fujian Provincial People's Government on the integration and reorganization of some provincial owned enterprises (minguoziqi [2008] No.

149), The company was newly established by the merger and reorganization of Fujian investment and Development Corporation (Zhongmin Company), Fujian investment enterprise group company(Huafu Company),Fujian Energy Investment Co., Ltd. and Fujian state owned

Assets Investment Holding Co., Ltd.; according to the reply of the state owned assets supervision and Administration Committee of Fujian Provincial People's Government on the capital contribution and registered capital of Fujian investment and Development Group Co.,

Ltd. (Minguoziqi [2009] No.59), the company has the four above mentioned companies The net assets of the enterprise are invested with a registered capital of RMB 5.9581 billion. On

April 27, 2009, the company obtained the business license issued by Fujian Administration for

Industry and commerce with registration number 350000100028716

In 2011, according to the decision of the state-owned assets supervision and administration commission of fujian provincial people's government on increasing the registered capital and paid in capital of Fujian investment and Development Group Co., Ltd.

(mgzg [2011] No. 165), the registered capital (paid-in capital) of the company increased from

RMB 5.9581 billion to RMB 10 billion (capital reserve increased).

– F-19 – The purpose of the company is to create value and serve the society. We will implement the goal of catching up with and surpassing new Fujian's high-quality development, focusing on industry and finance. Our business involves equity investment, operation management and capital operation in the fields of basic industries, finance and financial services, strategic emerging industries and high-end manufacturing. The business scope covers electric power, gas, water, railway, industrial investment and investment in banking, securities, insurance, trust, fund, venture capital, asset management, guarantee, re-guarantee, financial leasing, pawn, small loan and key industries in Fujian Province determined by Fujian Provincial People's government. Registered address: 169 Hudong Road, Fuzhou City.

Legal representative: Yan Zheng.

2. PREPARATION BASIS OF FINANCIAL STATEMENTS

2.1 Basis Of Preparation

The financial statements of the Group are prepared on a going concern basis, and based on actual trades, The preparation of financial statements is in compliance with the Accounting

Standards for Business Enterprises - Basic Standard issued and revised by the Ministry of

Finance of People’s Republic of China (“MOF”), and other specific accounting standards, implementation guidance, interpretation and other related regulations issued and revised by the

MOF.

2.2 Going Concern

For a period of at least 12 months after the end of this reporting period, the Company is in possession of continuous operation capability, without the significant matters that may have an impact on the continuous operation capability.

3. Statement of Compliance with Accounting Standards for Business Enterprises

The financial statements have been prepared in accordance with the requirements of accounting standards for business enterprises, which truly and completely reflect the

Company's financial status, operating results, cash flow and other relevant information.

– F-20 – 4. Significant Accounting Policies and Accounting Estimates

4.1 Accounting Period

The accounting year of the Company is from 1 January to 31 December..

4.2 Reporting currency

The Company’s functional currency is CNY.

4.3 Basis of Accounting and Principle of Measurement

Accounting confirmation, measurement and reporting are based on the accrual basis; when accounting elements are measured, historical cost is used as the measurement basis. If replacement cost, net realizable value, present value, and fair value are used for measurement, it is guaranteed that all The determined amount of accounting elements can be obtained and reliably measured.

4.4 Business Combination

Business combination is classified into business combination of entities or businesses under common control and business combination of entities or businesses not under common control.

1. A business combination involving entities or businesses under common control, if the combining party pays cash, transfers non-cash assets, or assumes debts as the combination consideration. except for adjustments due to different accounting policies, the owner’s equity of the combining party shall be determined by the ultimate controlling party on the combination date. The share of the carrying amount in the consolidated financial statements is used as the initial investment cost of the long-term equity investment. The difference between the initial investment cost of the long-term equity investment and the cash paid, the transferred non-cash assets and the carrying amount of the debt assumed shall be adjusted to the capital reserve; if the balance of the capital reserve is insufficient to offset, the retained earnings shall be adjusted.

If the combining party issues equity securities as the consideration for the merger, the

– F-21 – initial investment cost of the long-term equity investment shall be the share of the carrying amount of the owner's equity of the merged party on the merger date. The total par value of the issued shares is regarded as the share capital, and the capital reserve is adjusted according to the difference between the initial investment cost of the long-term equity investment and the total par value of the issued shares; If the capital reserve is insufficient to offset, the retained earnings shall be adjusted.

The direct related expenses incurred in the process of business combination under the common control are divided by the business combination by issuing bonds or equity securities.

The commission and fees related to the issuance of bonds shall be accounted in accordance with the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, and the Commission and Commission directly related to the issuance of equity securities In addition to the accounting treatment in accordance with “the accounting standards for Business Enterprises No. 37 - presentation of financial instruments”, the expenses shall be included in the current profits and losses when they occur.

2. For the holding combination not under the common control, the acquirer shall take the determined cost of business combination as the initial investment cost of long-term equity investment. T the cost of combination includes the acquisition-date fair values of the assets transferred by the acquirer, the liabilities incurred or assumed by the acquirer, and the equity interests issued by the acquirer in exchange for control of the acquiree. Professional fees such as audit, legal, valuation fees and general administrative costs incurred for the business combination are accounted for as expenses in the periods in which the costs are incurred and the services are received. he costs to issue equity or debt securities shall be recognized in the initial cost of equity or debt securities.

For a business combination not under common control that is achieved in stages: ķ In the acquirer’s individual financial statements, the initial cost of investments is calculated as the sum of the carrying amount of its previously held equity interest in the acquiree and additional

– F-22 – cost of investments on the acquisition date; if its previously held equity interest in the acquiree involves recognition in other comprehensive income, the amount that was recognized in other comprehensive income shall be recognized on the same basis as would have been required if the acquiree had disposed directly of the previously held equity interest; the owner's equity recognized as a result of the change of other owner's equity (excluding net profit and loss, other comprehensive income and profit distribution) of the investee is transferred into the current profit and loss during the disposal period when the investment is disposed. Equity investments held before acquisition date are settled by accounting standards for Business

Enterprises No. 22 - Recognition and Measurement of Financial Instruments, and accumulated comprehensive fair values originally included in other incomes change are transferred into the current profit or loss based on the cost accounting method. ĸ In the consolidated financial statements, the acquirer shall remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss, if any, in investment income for the current period, or in other comprehensive income, as appropriate; if its previously held equity interest in the acquiree involves recognition in other comprehensive income, the amount that was recognized in other comprehensive income shall be recognized on the same basis as would have been required if the acquiree had disposed directly of the previously held equity interest; for the acquiree's equity held before the purchase date, it is re measured according to the fair value on the purchase date Other comprehensive income and other changes in owner's equity of the acquiree that has been held before shall be converted into current income on the purchase date, except for other comprehensive income arising from the change of net liabilities or net assets of the defined benefit plan re measured by the investee.

If, within 12 months from the acquisition date, the acquirer obtains new information or additional evidences about facts and circumstances that existed as of the acquisition date, and if known, would have affected the measurement of the contingent consideration recognized as

– F-23 – of that date, the acquirer shall make adjustment to goodwill accordingly.

4.5 Preparation Method of Consolidated Financial Statements

4.5.1 Preparation scope of consolidated statements

The consolidation scope of the consolidated financial statements is determined on the basis of control, including not only the subsidiaries determined according to the voting rights

(or similar rights) themselves or in combination with other arrangements, but also the structured entities determined based on one or more contractual arrangements. Control means that the investor has the right to the investee, enjoys variable return by participating in the relevant activities of the investee, and has the ability to use the right to the investee to influence the amount of return.

4.5.2 Consolidation procedure and method

The consolidated financial statements are based on the financial statements of the company and its subsidiaries, and based on other relevant information, the consolidated financial statements are prepared.

If a subsidiary uses accounting policies or reporting period other than those adopted by the Group, appropriate adjustments are made to those subsidiaries’ financial statements in preparing the consolidated financial statements to ensure the conformity with the Group’s accounting policies and reporting period. All significant intragroup balances, transactions and unrealized profits are eliminated upon consolidation.

The company shall present non-controlling interests in the consolidated statement of financial position within equity, separately from the equity of the owners of the Group; profit or loss attributable to non-controlling interests in a subsidiary shall be separately presented as

“profit or loss attributable to non-controlling interests” within net profits in the consolidated statement of comprehensive income. When the loss attributable to non-controlling interests exceeds the opening balance of non-controlling interest in the subsidiary, the loss shall continue to offset the non-controlling interests.

– F-24 – (1) Increase of subsidiaries and businesses

For the subsidiaries and businesses that added during the reporting period due to business combinations under common control, the opening balance of the consolidated balance sheet should be adjusted when the consolidated balance sheet is prepared; when the income statement is prepared, the income, expenses and profits of the subsidiary and the business from the beginning of the period to the end of the reporting period during the current period of combination should be recognized in the consolidated income statement; when the cash flow statement is consolidated, the cash flow of the subsidiary and the business from the beginning of the period to the end of the reporting period during the current period of combination should be recognized in the consolidated statement of cash flow; at the same time, the relevant items of the comparative statement should be adjusted, as if the reporting entity after the combination has existed since the final controlling party began to control.

For subsidiaries and businesses that added during the reporting period due to business combinations under common control or through other methods, the opening balance of the consolidated balance sheet should not be adjusted when the consolidated balance sheet is prepared. When the income statement is prepared, the income, expenses, profits of the subsidiary and the business from the acquisition date to the end of the reporting period should be recognized in the consolidated income statement. When the cash flow statement is prepared, the cash flow from the acquisition date to the end of the reporting period should be recognized in the consolidated cash flow statement.

During the reporting period, the opening balance of the consolidated balance sheet will not be adjusted when preparing the consolidated balance sheet for the subsidiaries and businesses increased by business combination or other means not under the same control.

When preparing the income statement, the income, expenses and profits of the subsidiary and its business from the purchase date to the end of the report period shall be included in the consolidated income statement. When preparing the cash flow statement, the cash flow of the

– F-25 – subsidiary from the purchase date to the end of the reporting period shall be included in the consolidated cash flow statement.

The company prepares consolidated statements based on the amount of identifiable assets, liabilities and contingent liabilities on the current balance sheet date, which are determined on the basis of fair value on the purchase date as reflected in individual financial statements of subsidiaries. The balance of the consolidation costs greater than the fair value of the recognizable net assets of the seller is confirmed as goodwill.

For business combinations not under common control achieved at stages through multiple transactions, in the consolidated financial statements, the equity of the acquiree held before the acquisition date should be re-measured according to the fair value of the equity on the acquisition date. The difference between the fair value and its carrying amounts should be recognized in the current investment income; if the equity of the acquiree held before the acquisition date involves other comprehensive income and other changes in owner's equity, they should be converted into the investment income of the current period of the acquisition date, except for other comprehensive income arising from the change of net liabilites or net assets due to the remeasurement of the defined benefit plan exercised by the investee.

(2) Disposal of subsidiaries and businesses

A. General disposal method

During the reporting period, the Company disposed its subsidiaries and business, and then the subsidiaries and the incomes, expenses and profits from the beginning of the transacts to the disposal date shall be covered in consolidated income statement. And the subsidiaries and the cash flow from the beginning of the business to the disposal date shall be covered in statement of cash flow.

B. In the consolidated financial statements, the capital reserve (capital premium or equity premium) shall be adjusted according to the difference between the disposal price and the net asset share of the subsidiary continuously calculated from the purchase date or the merger date,

– F-26 – if the capital reserve is insufficient to offset, the retained earnings shall be adjusted.

Meanwhile, the impact of the change on the owner's equity of the company shall be disclosed.

C. If the Company lost control of its original subsidiaries because of disposal of part of the equity investment or else, the remaining stock rights shall be remeasured in accordance with its fair value during the date of its losing control in consolidated financial statements. The balance between the sum of the consideration from the disposal of equity and the fair value of the remaining equity and the net assets proportion of the subsidiaries entitled by the disposed long-term equity investment and continually calculated from the purchase day or day of combination is recognized in the investment income for the period and the goodwill is deducted. Other comprehensive income and other owner’s equity changes related to the equity investment of original subsidiaries shall be turned into current investment income upon losing the control power, except for other consolidate incomes incurred from net liabilities or net asset changes caused by recalculation and resetting of benefit plans by the invested party.

D. Disposal of equity step at stages until loss of control

Where the Company lost control over a subsidiary through multiple transactions and step-by-step disposal of the equity of the subsidiary, and such multiple transactions to a package deal, the multiple transactions shall be deemed one transaction in which the control in the subsidiary was lost; however, the balance between the disposal price and the net assets proportion of the subsidiaries entitled by the disposed long-term equity investment prior losing control over the subsidiary was recognized as other comprehensive income and was transferred to the profit or loss of current period at the time of losing control.

Where the terms and conditions for disposing multiple transactions of the entity investment of the original subsidiary and the economic influence according with one or more of the following conditions, it often indicates that the multiple transactions shall be accounted for as a package deal:

(A) These transactions are formed simultaneously or on the condition of mutual influence

– F-27 – under consideration;

(B) Only the entire transactions can fulfill a complete commercial effect;

(D) It is uneconomical to see one transaction alone, but otherwise by taking other transactions into account.

(3) Acquisition of minority stocks of subsidiary

For the difference between newly obtained long-term equity investment owing to purchasing minority equity and identifiable net asset shares deserved according to added shareholding proportion and calculated continuously from the acquisition date (or combination date), the capital premium or share premium in the capital reserves of the consolidated balance sheet should be adjusted. If the capital premium or share premium in the capital reserves are insufficient to be deducted, retained earnings should be adjusted.

4.6 Joint Arrangement

A joint arrangement is an arrangement of which two or more parties have joint control.

Based on the rights and obligations of the parties to the arrangement, the company classifies a joint arrangement as a joint operation or a joint venture.

4.6.1 A joint operation is a joint arrangement whereby the Group that has joint control of the arrangement and has rights to the assets, and obligations for the liabilities, relating to the arrangement.. The Company recognizes the following items related to the share of interest in the joint operation:

δ1εTo recognize the assets held separately and its share of assets held jointlyχ

δ2εTo recognize the liabilities incurred separately and its share of liabilities incurred jointly;

δ3εTo recognize its revenue from the sale of the output arising from the joint operation;

δ4εTo recognize its share of the revenue from the sale of assets by the joint operation;

δ5εTo recognize then expenses incurred separately and its share of expenses incurred

– F-28 – jointly.

4.6.2 A joint venture is a joint arrangement which is structured through a separate vehicle over which the Group has joint control together with other parties and only has rights to the net assets of the arrangement based on legal forms, contractual terms and other facts and circumstances..

4.7 Recognition standard of cash and cash equivalents

4.7.1 Cash refers to the company's cash on hand and deposits that can be used for payment at any time.

4.7.2 Cash equivalents refer to the investment with the short-term, highly liquid that are readily convertible into known amounts of cash and are subject to an insignificant risk of changes in value..

4.8 Accounting method of foreign currency business

Foreign currency business adopts the spot exchange rate on the transaction date as the conversion rate, which is converted into CNY for bookkeeping.

The balance of foreign currency monetary items shall be adjusted according to the amount converted into CNY at the spot exchange rate on the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured, the amount differences between the functional currency and the foreign currency are recognized as changes in fair value (including exchange differences)θand recorded in profit or loss. If the ending translation difference of foreign currency special borrowing account can be directly attributed to the acquisition, construction or production of assets meeting the capitalization conditions, it shall be capitalized according to regulations and included in the cost of relevant assets; the remaining translation difference of foreign currency account shall be included in the current profit and loss. The translation differences formed by

– F-29 – the exchange of different currencies are included in the current profits and losses.

The translation of foreign currency financial statements follows the following principles:

1. The financial statements of a foreign operation are translated into CNY financial statements using following procedures: Assets and liabilities in the statement of financial position are translated at the spot exchange rate at the reporting date; Equity items for statement of financial position presented, other than “undistributed profits”, are translated at the spot exchange rate of the date of transaction;

2. Income and expense items in the income statement shall be at the spot exchange rate on the date of transaction;

3. Difference between translated assets and the sum of translated liabilities and owners’ equity, is recorded as “translation differences of financial statements presented in foreign currencies” and recognized in other comprehensive incomeχ

4. The cash flow statement is translated at the spot exchange rate on the date of cash flow.

The impact of exchange rate changes on cash is listed separately in the cash flow statement as an adjustment item.

4.9 Accounting Methods of Financial Instruments

The company's listed subsidiaries Zhongmin Energy Co., Ltd. (hereinafter referred to as

Zhongmin energy) and Fujian Futou New Energy Investment Co., Ltd. (hereinafter referred to as Fudou new energy) have started to implement the new financial instrument standards this year. Except for these companies, the financial instrument accounting policies implemented by the companies in the group are as follows:

4.9.1 Classification of financial assets

Financial assets are divided into the following four categories:

(1) The financial assets or liabilities that are measured at fair value through current profit or loss include held-for-trading financial assets or liabilities and the financial assets or liabilities that are directly designated to be measured at fair value and of which the changes are

– F-30 – recognized in current profit or loss;

(2) Held-to-maturity investments;

(3) Loans and receivables;

(4) Financial assets available for sale;

4.9.2 Recognition basis and measurement method

(1) Financial assets measured at fair value with changes included in current profits and losses

The initial recognition amount is the fair value at the time of acquisition (deducting cash dividends declared but not yet paid or bond interest due but not yet received).

The interest or cash dividend obtained during the holding period is recognized as investment income, and the change of fair value is included in the current profit and loss at the end of the period.

Upon disposal, the difference between fair value and the initially recognized amount is recorded as investment income or loss θand the profit and loss of changes in fair value are adjusted at the same time.

(2) Held-to-maturity investment

At the time of acquisition, the sum of the transaction value (deducting the bond interest that has reached the interest payment period but has not yet been received) and relevant transaction costs shall be taken as the initial recognition amount.

During the holding period of debt investment, the interest income shall be calculated and recognized according to the amortised cost and the actual interest rate (if the difference between the actual interest rate and the coupon rate is small, the coupon rate shall be used), and shall be included in the investment income. The effective interest rate is determined at the time of acquisition and remains unchanged during the expected duration or the applicable shorter period.

Upon disposal, the difference between the price obtained and the carrying amount of the

– F-31 – investment is recognized in investment income.

(3) Accounts receivable

The company's receivables are initially recorded according to the contract or agreement price. At the time of recovery or disposal, the difference between the price obtained and the

Carrying amount of the receivables shall be included in the current profits and losses. Please refer to note 4 (10) for the determination method of bad debts of receivables.

(4) Financial assets available for sale

For the stocks and bonds purchased by the company with quoted prices in the active market, the sum of the fair value (deducting the cash dividends declared but not yet paid or the bond interest due but not yet received) and the relevant transaction costs shall be taken as the initial recognition amount. The interest or cash dividend obtained during the holding period shall be recognized as investment income. At the end of the period, available for sale financial assets are measured at fair value, and changes in fair value are recognized in other consolidated income.

The equity instrument investment in which the investing enterprise has no control, joint control or significant influence over the invested entity, and has no quotation in the active market, and its fair value cannot be reliably measured, shall be measured according to the cost method.

At the time of disposal, the difference between the price obtained and the Carrying amount of the financial asset shall be included in the investment profit and loss; at the same time, the amount corresponding to the disposal part of the accumulated amount of changes in fair value originally directly included in the owner's equity shall be transferred out and recognized in the current profit and loss.

4.9.3 Transfer of financial assets

If the company transfers the financial asset, and it transfers substantially all the risks and rewards of the ownership of the financial asset to the transferee, it will terminate the

– F-32 – recognition of the financial asset; When a company neither transfers nor retains substantially all the risks and rewards of ownership of the financial asset, and has retained control of the financial asset, the company shall continue to recognize the financial asset to the extent of its continuing involvement in the financial asset, and recognize an associated liability.

If a company transfers a financial asset in a transfer that qualifies for derecognition in its entirety, the difference between: (a) the carrying amount of the financial asset transferred, and

(b) the sum of consideration received and cumulative changes in fair value that have been previously recognized in other comprehensive income, shall be recognized in profit or loss.

If the transferred asset is part of a larger financial asset, and the part transferred qualifies for the derecognition in its entirety, the previous carrying amount of the larger financial asset shall be allocated between the part that continues to be recognized and the part that is derecognized, on the basis of the relative fair values of those parts on the date of the transfer.

The difference between: (a) the sum of the consideration received for the part derecognized and cumulative changes in fair value allocated to the part derecognized which have been previously recognized in other comprehensive income, and (b) the carrying amount allocated to the part derecognized, shall be recognized in profit or loss.

4.9.4 Recognition and measurement of financial liabilities

(1) Financial liabilities are initially recorded at the sum of their fair value and relevant transaction costs. Except for the three situations specified in Article 33 of the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments, they are subsequently measured at amortised cost.

(2) Conditions for derecognition of financial liabilities

Only when all or part of the current obligations of a financial liability have been discharged can the financial liability or part of it be derecognized. If the following conditions exist:

If the company transfers the assets used to repay the financial liabilities to an institution

– F-33 – or establishes a trust, it shall not terminate the recognition of the financial liabilities.

If an agreement is signed between the company and the creditor (not involving the situation referred to in debt restructuring) to replace original financial liability with a new financial liability, and the exchange of debt instruments has substantially different terms, the

Group shall derecognize the original financial liability and recognize the new financial liability.

4.9.5 Impairment of financial assets (excluding receivables)

(1) Financial assets that are measured at fair value and whose changes are included in the current profits and losses do not need to be tested for impairment.

(2) Held-to-maturity investment. At the end of the period, the Carrying amount of the held to maturity investment is checked. If there is objective evidence that it has been impaired, the impairment loss is calculated and recognized according to the difference between the

Carrying amount and the present value of the estimated future cash flow. If there is evidence that its value has recovered and is objectively related to the events occurring after the loss is recognized, the originally recognized impairment loss can be reversed and recorded The current profit and loss, but the Carrying amount of the reversal does not exceed the amortised cost of the financial asset on the reversal date under the assumption that no provision for impairment is made.

(3) Available-for-sale financial assets. If the ending fair value of the financial assets available for sale has a significant decline, or after considering various relevant factors, it is expected that the decline is not temporary, available-for-sale financial assets has been impaired, and the impairment loss is recognized. When the impairment loss is recognized, the accumulated loss caused by the decline of the fair value originally directly included in other comprehensive income is transferred out and included in the current loss. The transfer-out accumulated loss is the balance after the initial acquisition cost of financial assets available for sale deducts repaid principal, amortized amount, current fair value and the impairment

– F-34 – formerly recognized in the profit or loss. For the available for sale debt instruments whose impairment loss has been recognized, if the fair value has risen in the subsequent accounting period and is objectively related to the events occurred after the original impairment loss has been recognized, the originally recognized impairment loss shall be reversed and included in the current profits and losses. The impairment loss of available for sale equity instrument investment shall not be reversed through profit and loss.

When there is impairment of investment in equity instruments available for sale not quoted in an active market and whose fair value can not be reliably measured, the company will recognize the difference between the Carrying amount of the equity instrument investment and the current value determined by discounting the future cash flow according to the market yield of similar financial assets at that time as impairment loss and include it in the current profit and loss. Meanwhile, the impairment loss of such investment shall not be reversed.

The specific accounting policies of Zhongmin energy and Futou new energy, which have started to implement the new financial instrument standards in 2019, are as follows:

When a company becomes a party to a financial instrument contract, it recognizes a financial asset or financial liability related to it.

1. Classification, recognition basis and measurement method of financial assets

According to the business model of the financial assets under management and the characteristics of the contractual cash flow of financial assets, the company divides financial assets into three categories: financial assets measured at amortized cost, financial assets measured at fair value and their changes included in other comprehensive income, financial assets measured at fair value and whose changes are included in current profit and loss.

Financial assets are measured at fair value at initial recognition. For the financial assets measured at fair value and whose changes are included in the current profits and losses, the relevant transaction costs are directly included in the current profits and losses; for other types of financial assets, the relevant transaction costs are included in the initial recognition amount.

– F-35 – If the company's initially recognized accounts receivable do not contain the major financing components defined in the accounting standards for Business Enterprises No. 14 - income or do not consider the financing components in the contract of no more than one year according to the accounting standards for Business Enterprises No. 14 - income, the initial measurement shall be made according to the transaction price of the consideration expected to be entitled to receive.

(1) Financial assets measured at amortised cost

The company's business model for managing such financial assets is to collect contract cash flow, and the contract cash flow characteristics of such financial assets are consistent with the basic lending arrangements, that is, the cash flow generated on a specific date is only the payment of principal and interest based on the outstanding principal amount. For this kind of financial assets, the company adopts the effective interest rate method to carry out subsequent measurement according to the amortised cost, and the gains or losses arising from its amortization or impairment are included in the current profits and losses.

(2) Financial assets measured at fair value with changes included in other comprehensive income

The company's business model of managing such financial assets is to take the contract cash flow as the target and the sale as the target, and the contract cash flow characteristics of such financial assets are consistent with the basic lending arrangements. Such financial assets are measured at fair value and their changes are included in other comprehensive income, but impairment losses or gains, exchange gains and losses and interest income calculated according to the effective interest rate method are included in the current profits and losses.

For investment in non-trading equity instruments, the company can irrevocably designate it as a financial asset measured at fair value with its changes included in other comprehensive income at the time of initial recognition. The designation is made on the basis of a single investment, and the relevant investment conforms to the definition of equity instrument from

– F-36 – the perspective of the issuer. The company will include the relevant dividend income of such financial assets into the current profit and loss, and the change of fair value into other comprehensive income. When the financial asset is derecognized, the accumulated gains or losses previously included in other comprehensive income will be transferred from other comprehensive income to retained earnings and not included in current profits and losses.

(3) Financial assets measured at fair value with changes included in current profits and losses

Except for the above-mentioned financial assets measured at amortised cost and those measured at fair value with changes included in other comprehensive income, the company classifies all other financial assets as financial assets measured at fair value with changes included in current profits and losses. In addition, at the time of initial recognition, in order to eliminate or significantly reduce the accounting mismatch, the company designates some financial assets as financial assets measured at fair value and whose changes are included in the current profits and losses. Such financial assets are subsequently measured at fair value, and changes in fair value are included in the current profits and losses.

2. Classification, recognition basis and measurement method of financial liabilities

The company's financial liabilities are classified at the time of initial recognition as follows: financial liabilities measured at fair value and whose changes are included in the current profits and losses, and other financial liabilities. For the financial liabilities which are measured at fair value and whose changes are included in the current profits and losses, the relevant transaction costs are directly included in the current profits and losses, and the relevant transaction costs of other financial liabilities are included in the initial recognition amount.

(1) Financial liabilities measured at fair value with changes included in current profits and losses

Financial liabilities that are measured at fair value with changes included in current

– F-37 – profits and losses include trading financial liabilities (including derivatives belonging to financial liabilities) and financial liabilities designated to be measured at fair value with changes included in current profits and losses.

Trading financial liabilities (including derivatives belonging to financial liabilities) are subsequently measured at fair value. Except for hedging accounting, changes in fair value are included in current profits and losses.

At the initial recognition of financial liabilities, the company is designated as financial liabilities which are measured at fair value and whose changes are included in the current profits and losses. Changes in fair value caused by changes in the company's own credit risk are included in other comprehensive income. When the liability is derecognized, the cumulative changes in fair value caused by changes in its own credit risk which are included in other comprehensive income are transferred into retained earnings. Other changes in fair value are included in the current profits and losses. If the effect of changes in the credit risk of such financial liabilities is handled in the above way, which will cause or expand the accounting mismatch in the profit and loss, the company will include all the profits or losses of the financial liabilities (including the amount of the impact of changes in the credit risk of the enterprise) into the current profit and loss.

(2) Other financial liabilities

Except for the financial liabilities and financial guarantee contracts formed by the transfer of financial assets that do not meet the conditions for derecognition or continue to be involved in the transferred financial assets, other financial liabilities are classified as financial liabilities measured at the amortised cost, which are subsequently measured at the amortised cost, and the profits or losses arising from derecognition or amortization are included in the current profits and losses.

3. Determination method of fair value of financial assets and financial liabilities

If there is an active market for financial instruments, the quoted price in the active market

– F-38 – shall be used to determine their fair value. The fair value of financial instruments without active market shall be determined by valuation technology. During the valuation, the company adopts the valuation technology which is applicable in the current situation and supported by sufficient available data and other information, selects the input value which is consistent with the asset or liability characteristics considered by market participants in the transaction of relevant assets or liabilities, and gives priority to the relevant observable input value. Only when the relevant observable input value cannot be obtained or is not practicable, the non observable input value can be used.

4. Recognition basis and measurement method of financial assets transfer

Recognition of financial asset transfer Situation Confirmation results All risks and rewards related to the ownership of the financial assets have been transferred Derecognition of the financial assets Control over the financial assets is (recognition of new assets / liabilities) Almost all of the risks and rewards waived related to the ownership of the Relevant assets and liabilities shall be financial assets are neither transferred Control over the financial assets is recognized according to the degree of nor retained retained continuous involvement in the transferred financial assets All risks and rewards related to the Such financial assets are recognized continuously, and recognize the consideration received ownership of the financial assets have as financial liabilities been retained

The company divides the transfer of financial assets into integral transfer and partial transfer.

(1) If the overall transfer of a financial asset meets the conditions for derecognition, the difference between the following two amounts shall be included in the current profits and losses: the Carrying amount of the transferred financial asset on the date of derecognition; The sum of the consideration received due to the transfer of financial assets and the accumulated amount of changes in fair value originally included in other comprehensive income (the financial assets involved in the transfer are classified as financial assets measured at fair value and whose changes are included in other comprehensive income according to Article 18 of accounting standards for business enterprises No. 22 - recognition and measurement of financial instruments).

– F-39 – (2) If a part of a financial asset is transferred and the transferred part as a whole meets the conditions for derecognition, the Carrying amount of the whole financial asset before the transfer shall be apportioned between the derecognition part and the continuing recognition part (in this case, the retained service asset shall be regarded as a part of the continuing recognition financial asset) according to their respective relative fair value on the transfer date

And the difference between the following two amounts shall be included in the current profits and losses: the Carrying amount of the derecognized part on the date of derecognition; the consideration received by the derecognized part (including all new assets obtained minus all new liabilities undertaken), and the amount of the corresponding derecognized part in the accumulated amount of changes in fair value originally included in other comprehensive income (the amount of financial assets involving partial transfer is Article 18 of accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments is classified as the sum of financial assets which are measured at fair value and whose changes are included in other comprehensive income.

If the transfer of financial assets does not meet the conditions for derecognition, the transferred financial assets as a whole shall continue to be recognized, and the consideration received shall be recognized as a financial liability.

5. Conditions for derecognition of financial liabilities

If the current obligation of a financial liability (or part of it) has been discharged, the recognition of the financial liability (or part of it) shall be terminated. If the following conditions exist:

(1) If the company transfers the assets used to repay the financial liabilities to an institution or establishes a trust, and the obligation to repay the debts still exists, the recognition of the financial liabilities shall not be terminated.

(2) If the company (borrower) and the lender sign an agreement to replace the original financial liability (or part of it) by undertaking new financial liabilities, and the contract terms

– F-40 – are different in essence, the company shall terminate the recognition of the original financial liability (or part of it) and recognize a new financial liability at the same time.

If the financial liabilities (or part of them) are derecognized, the company shall record the difference between the Carrying amount and the consideration paid (including the non cash assets transferred out or the liabilities assumed) into the current profits and losses.

4.9.6 Finance assets devalue

(1) Confirmation method of impairment provision

The company shall carry out impairment accounting treatment for financial assets

(including receivables) measured at amortised cost, financial assets measured at fair value and their changes included in other comprehensive income and lease receivables on the basis of expected credit loss, and recognize loss reserves. In addition, for contract assets, loan commitments and financial guarantee contracts, provision for impairment and recognition of credit impairment losses should also be made in accordance with the accounting policies described in this part.

Expected credit loss refers to the weighted average value of credit loss of financial instruments weighted by default risk. Credit loss refers to the difference between all the contract cash flows that the company discounted according to the original effective interest rate and received according to the contract and all the expected cash flows, that is, the present value of all the cash shortage.

Except for the purchased or originated financial assets with credit impairment, the company assesses whether the credit risk of relevant financial assets has increased significantly since initial recognition on each balance sheet date. If the credit risk has not increased significantly since the initial recognition and is in the first stage, the company measures the loss provision according to the amount equivalent to the expected credit loss of the financial asset in the next 12 months; if the credit risk has increased significantly since the initial recognition but has not suffered from credit impairment, in the second stage, the

– F-41 – company measures the loss provision according to the amount equivalent to the whole life of the financial asset If the financial asset has been impaired since its initial recognition, it is in the third stage, and the company measures the loss provision according to the amount equivalent to the expected credit loss in the whole duration of the financial asset. When evaluating the expected credit loss, the company shall consider the reasonable and reliable information, including forward-looking information, about past events, current situation and future economic situation that can be obtained at the balance sheet date without paying unnecessary additional costs or efforts.

The expected credit loss in the next 12 months refers to the expected credit loss caused by the possible default event of financial assets within 12 months after the balance sheet date (if the expected duration of financial assets is less than 12 months, it is the expected duration), which is a part of the expected credit loss in the whole duration.

For the financial instruments with low credit risk on the balance sheet date, the company chooses to measure the loss provision according to the expected credit loss in the next 12 months, assuming that the credit risk has not increased significantly since the initial recognition.

For the financial assets in the first and second stages and with low credit risk, the company calculates the interest income according to the book balance without deduction of impairment provision and the actual interest rate. For the financial assets in the third stage, the interest income is calculated according to the book balance less the amortised cost after the provision for impairment and the effective interest rate.

(2) Impaired financial assets

When one or more events that the company has adverse effects on the expected future cash flow of financial assets occur, the financial assets become the financial assets with credit impairment. The evidence of credit impairment of financial assets includes the following observable information:

– F-42 – A.Major financial difficulties of the issuer or the debtor;

B.The debtor violates the contract, such as paying interest or principal, breaking the contract or being overdue;

C.Because of the economic or contractual considerations related to the debtor's financial difficulties, the creditor gives the debtor concessions that will not be made under any other circumstances;

D.The debtor is likely to go bankrupt or carry out other financial restructuring;

E. The financial difficulties of the issuer or the debtor lead to the disappearance of the active market of the financial assets;

F.Purchase or generate a financial asset at a large discount, which reflects the fact of credit loss.

Credit impairment of financial assets may be caused by multiple events, not necessarily by events that can be identified separately.

(3) Purchased or originated financial assets with credit impairment

For the purchased or originated financial assets with credit impairment, on the balance sheet date, only the cumulative change of expected credit loss within the whole duration after initial recognition is recognized as loss provision. On each balance sheet date, the change amount of the expected credit loss during the whole life is included in the current profit and loss as impairment loss or gain. Even if the expected credit loss in the whole duration determined on the balance sheet date is less than the amount of the expected credit loss reflected in the estimated cash flow at the initial recognition, the favorable change of the expected credit loss is recognized as the impairment gain.

(4) Criteria for judging significant increase of credit risk

If the default probability of a financial asset in the expected duration determined on the balance sheet date is significantly higher than that in the expected duration determined on the initial recognition, it indicates that the credit risk of the financial asset increases significantly.

– F-43 – Except for special circumstances, the company adopts the change of default risk in the next 12 months as a reasonable estimate of the change of default risk in the whole duration to determine whether the credit risk has increased significantly since the initial recognition.

(5)The method of evaluating the expected credit loss of financial assets

The company assesses the expected credit loss of financial assets based on single item and combination. Evaluate the credit risk of financial assets with significantly different credit risks, such as receivables from related parties; Accounts receivable from government agencies;

There are obvious signs that the debtor is likely to be unable to fulfill the repayment obligations of receivables.

In addition to the financial assets with single credit risk assessment, the company divides the financial assets into different groups based on the common risk characteristics, and evaluates the credit risk on the basis of combination.

(6) Accounting treatment of financial assets impairment

The company calculates the estimated credit loss of various financial assets on the balance sheet date. If the estimated credit loss is greater than the book amount of its current impairment provision, the difference is recognized as impairment loss; If it is less than the book amount of the current impairment provision, the difference is recognized as impairment gains.

4.9.7 Financial guarantee contract

Financial guarantee contract refers to a contract in which the issuer pays a specific amount of compensation to the contract holder who suffers losses when the debtor fails to pay the debt according to the original or modified terms of the debt instrument. Financial guarantee contract shall be measured at fair value at initial recognition. For financial guarantee contracts that are not designated as financial liabilities measured at fair value and whose changes are included in the current profits and losses, after initial recognition, the balance of the expected credit loss reserve amount and the initial recognition amount determined on the balance sheet

– F-44 – date after deducting the accumulated amortization amount determined according to the income recognition principle shall be measured at the higher one.

4.9.8 Derivative financial instruments

Derivative financial instruments are initially measured at the fair value of the day when the derivative transaction contract is signed, and the subsequent measurement is based on its fair value. Derivative financial instruments with positive fair value are recognized as an asset, while derivative financial instruments with negative fair value are recognized as a liability.

Except for hedging accounting, gains or losses arising from changes in fair value of derivatives are directly included in current profits and losses.

4.9.9 Offsetting of financial assets and financial liabilities

Financial assets and financial liabilities are presented separately in the balance sheet without offsetting each other. However, if the following conditions are met at the same time, the net amount after offsetting shall be listed in the balance sheet:

(1) The company has the legal right to offset the recognized financial assets and financial liabilities, and this legal right is now executable;

(2) The company plans to settle with net amount, or realize the financial assets and pay off the financial liabilities at the same time.

4.9.10 Equity instruments

Equity instrument refers to the contract that can prove the company's residual equity in the assets after deducting all liabilities. The company's issuance (including refinancing), repurchases, sells or cancels equity instruments shall be treated as changes in equity.. The company does not recognize changes in the fair value of equity instruments. Transaction costs related to equity transactions shall be deducted from equity.

Various distributions (excluding stock dividends) made by the company to the holders of equity instruments are regarded as profit distribution to reduce shareholders' equity. The stock dividends paid do not affect the total shareholders' equity.

– F-45 – 4.10 Accounts Receivable

1. Except for Zhongmin energy and Futou new energy, the specific accounting policies for accounts receivable implemented by the companies in the group are as follows:

The company's accounts receivable are initially recorded according to the contract or agreement price. At the time of recovery or disposal, the difference between the acquired price and the Carrying amount of the accounts receivable shall be included in the current profits and losses.

The recognition standard of bad debts of the company is: due to the bankruptcy of the debtor, the accounts receivable that can not be recovered after paying off in accordance with the law or the death of the debtor, there is neither legacy to pay off, nor the debtor who is really unable to recover; if the debtor fails to perform the debt repayment obligation within the time limit, the receivables are listed as bad debt losses after being reviewed and approved by legal procedures.

For receivables with a significant single amount, the impairment test shall be conducted separately on the balance sheet date. If there is objective evidence that it has been impaired, the impairment loss shall be recognized and the bad debt provision shall be withdrawn according to the difference between the present value of future cash flow and its Carrying amount; if there is no impairment after the impairment test, the bad debt provision shall be withdrawn from the receivables with similar risk combination characteristics get ready. Single amount of major receivables means that the amount owed by a single debtor is more than 1-5 million yuan (the lower limit of single amount of major receivables shall be determined by each entity within the scope of consolidated report according to its importance).

For the receivables with insignificant single amount and significant difference between the present value of future cash flow and the present value of future cash flow tested by combination of credit risk characteristics, the bad debt provision shall be withdrawn according to the difference between the present value of future cash flow tested separately and its

– F-46 – Carrying amount.

The receivables that have not been impaired after individual test (including the receivables with significant and insignificant single amount) and the receivables with insignificant single amount that have not been tested separately are included in the combination with similar credit risk characteristics for impairment test.

Accounts receivables with provision for bad debts based on combination of credit risk characteristics: The method of withdrawing bad debt Portfolio name Basis for determining the combination reserves by combination Aging portfolio Aging status Aging analysis Based on the actual loss rate of the same or similar receivables portfolio with similar risk characteristics in previous years, and combined with the current situation, the proportion of bad Other portfolios debt provision for each portfolio in this year is determined, and the bad debt provision for this year is calculated accordingly. (1) Receivables between enterprises within the scope of No provision for bad debts consolidated statements Related parties portfolios After a separate test, if there is evidence (2) Receivables with other related enterprises that it is not impaired, no provision for bad debts shall be made (1) Petty cash, various advances that should be No provision for bad debts recovered from employees of the company (2) Security deposit No provision for bad debts (3) Long term receivables from entrusted investment No provision for bad debts projects After a separate test, if there is evidence (4) Long term receivables from policy debt investment that it is not impaired, no provision for bad debts shall be made Special portfolios After a separate test, if there is evidence (5) Due from government departments that it is not impaired, no provision for bad debts shall be made After a separate test, if there is evidence that it has not been impaired, the (6) Financing lease receivable provision for impairment shall be made at 0.5% of the ending balance. After a separate test, if there is evidence (7) Other funds with recovery guarantee conditions that it is not impaired, no provision for bad debts shall be made

Proportion of provision for bad debts by aging analysis method Account age Withdrawal ratio of paper industry % Proportion of other industries%

Within 1 year 1

1-2 years 5 10

2-3 years 10 30

3-4 years 30 50

4-5 years 50 80

Over 5 years 100 100

– F-47 – 2. Since January 1, 2019, the subsidiary Zhongmin energy has implemented relevant accounting standards for new financial instruments. The specific accounting policies for receivables are as follows:

(1) The method to determine the expected credit loss of accounts receivable

For accounts receivable, no matter whether it contains significant financing components or not, Zhongmin energy always measures its loss reserves according to the amount equivalent to the expected credit loss during the whole duration, and the increase or reversal amount of the loss reserves formed therefrom is included in the current profit and loss as impairment loss or gain. On the balance sheet date, Zhongmin energy reviews the receivables measured at the amortised cost to assess whether there is a risk of credit loss, and evaluates the specific amount of credit loss when there is a risk of credit loss. According to the nature of receivables, the credit situation of debtors, past experience of write off and time distribution, the estimation is made.

(2) Determination method of expected credit loss of other receivables

For other receivables, the expected credit loss is determined according to historical experience data and forward-looking information. Based on whether the credit risk of other receivables has increased significantly since the initial recognition, Zhongmin energy adopts the amount equivalent to the expected credit loss in the next 12 months or the whole duration to measure the impairment loss.

Based on the common risk characteristics, other receivables are divided into different groups Item Basis for determining the combination

Other receivables Portfolio 1 Interest receivable Other receivables portfolio 2 Dividends receivable

Other receivables portfolio 3 Deposit and margin receivable

Other receivables portfolio 4 Reserve fund receivable

Other receivables portfolio 5 Accounts receivable and others Other receivables portfolio 6 Government subsidies receivable

Other receivables portfolio 7 Advances receivable

– F-48 – 3. Since January 1, 2019, the subsidiary Fudian new energy has implemented relevant accounting standards for new financial instruments. The specific accounting policies for receivables are as follows:

(1) Determination method of expected credit loss of notes receivable Item Basis for determining the combination Notes receivable portfolio 1 Bank acceptance bill Notes receivable portfolio 2 Commercial acceptance bill

For the notes receivable divided into portfolio, referring to the historical credit loss experience, combined with the current situation and the forecast of the future economic situation, the expected credit loss is calculated through the default risk exposure and the expected credit loss rate of the whole duration.

(2) The method to determine the expected credit loss of accounts receivable Item Basis for determining the combination

Accounts receivable portfolio 1 Receivables from related parties Accounts receivable portfolio 2 Other accounts receivable

For the accounts receivable divided into portfolio, referring to the historical credit loss experience, combined with the current situation and the forecast of the future economic situation, Fudou new energy compiled the comparison table between the aging of accounts receivable and the expected credit loss rate of the whole duration, and calculated the expected credit loss.

(3) Determination method of expected credit loss of other receivablesAccording to the characteristics of credit risk, other receivables are divided into several combinations. On the basis of the combination, the expected credit loss is calculated. The basis for determining the combination is as follows: Item Basis for determining the combination Other receivables Portfolio 1 Deposit and margin receivable Petty cash, various advances that should be Other receivables portfolio 2 recovered from employees of the company Other receivables portfolio 3 Due from Related parties Other receivables portfolio 4 Government subsidies receivable Other receivables portfolio 5 Other receivables

– F-49 – For other receivables divided into portfolio, Fudou new energy calculates the expected credit loss through default risk exposure and the expected credit loss rate in the next 12 months or the whole duration.

4.11 Inventory Accounting Method

4.11.1 Classification of Inventories

Inventory mainly includes: raw materials, finished products, inventory goods, turnover materials, development costs, development products, etc.

4.11.2 Valuation method of inventory acquisition and delivery

Daily accounting is based on the actual cost when it is obtained and the weighted average cost formula when it is issued.The inventory used by the debtor for debt repayment is obtained by debt restructuring, and its entry value is determined on the basis of the fair value of the inventoryκ

4.11.3 Inventory system

The company adopts perpetual inventory system.

4.11.4 The company's revolving materials - low value consumables and packaging materials are amortised by one-off write off method.

4.11.5 Inventory depreciation reserves: on the balance sheet date, inventories are measured at the lower of cost or net realizable value. If the cost of inventory is higher than its net realizable value, the inventory falling price reserves shall be withdrawn.

4.12 Accounting Method of Long-erm Equity Investment

4.12.1 Initial measurement

(1) Long term equity investment formed by business combination

For a business combination under the common control, Where combination consideration is satisfied cash, by transfer of non cash assets or assumption of liabilities, the share of the

Carrying amount of the owner's equity of the combined party in the final controlling party's consolidated financial statements shall be regarded as the initial investment cost of the

– F-50 – long-term equity investment on the combination date. For the difference between the Carrying amount of the net assets obtained by the company and the Carrying amount of the merger consideration paid, the capital reserve shall be adjusted. If the capital reserve is insufficient to offset, the retained earnings shall be adjusted.

For business combination not under the common control, the company adopts the combination cost as the initial investment cost of long-term equity investment to determine the combination cost; for business combination realized by one-time exchange transaction, the combination cost is the fair value of the assets paid, liabilities incurred or assumed and equity securities issued by the company in order to obtain the control right of the acquiree on the purchase date; through multiple exchange transaction, the company determines the combination cost For a business combination realized step by step through one exchange transaction, the combination cost shall be the sum of each single transaction cost; all directly related expenses incurred by the company for business combination shall be included in the current profits and losses. The difference between the combination cost and the fair value share of the acquiree's identifiable net assets obtained in the combination is recognized as goodwill; the difference between the fair value share of the acquiree's identifiable net assets obtained and the Carrying amount of the acquiree's identifiable net assets is included in the current profits and losses. If the initial investment cost of the long-term equity investment is less than the fair value share of the investee's identifiable net assets at the time of investment, the difference shall be included in the current profits and losses, and the cost of the long-term equity investment shall be adjusted at the same time.

(2) Long term equity investment obtained by other means

For the long-term equity investment obtained by cash payment, the actual purchase price shall be taken as the initial investment cost.

For long-term equity investment obtained by issuing equity securities, the fair value of equity securities issued shall be taken as the initial investment cost.

– F-51 – On the premise that the exchange of non monetary assets has commercial essence and the fair value of the assets received or exchanged can be measured reliably, the initial investment cost of the long-term equity investment received from the exchange of non monetary assets is determined by the fair value of the assets surrendered and the relevant taxes and fees payable, unless there is conclusive evidence that the fair value of the assets received is more reliable; it does not meet the above requirements For the exchange of non monetary assets mentioned above, the Carrying amount of the assets exchanged out and the relevant taxes and fees payable shall be regarded as the initial investment cost of the long-term equity investment exchanged in.

The initial cost of long-term equity investment obtained through debt restructuring is determined on the basis of fair value.

4.12.2 Subsequent measurement

(1) Long-term equity investment accounted by cost method

The company accounts for long-term equity investments at cost where the compan has control of the investee. and adjusted by equity method when preparing consolidated financial statements.

Long-term equity investments are recognized at cost on initial recognition; if the

Company increases or recovers the cost of its investments in the investee, the cost of long-term equity investments shall be adjusted accordingly. The Company accounts for investment income for current period at the amount of its share of cash dividends declared and profits to be distributed by the investee, except for: (a) cash dividends declared but undistributed or (b) undistributed profits, which are included in the consideration paid for the investments.

(2) Long-term equity investment accounted by equity method

Long-term equity investments where the Company has joint control (except for joint operation) of or significant influence over the investee are accounted for by equity method.

Under equity method, when the initial cost of long-term equity investments exceeds the

– F-52 – Company’s proportionate share in the acquisition-date fair values of the investee’s identifiable net assets, the initial cost of investments is not subject to adjustment; when the initial cost of investments is lower than the Company’s proportionate share in the acquisition-date fair values of the investee’s identifiable net assets, the difference shall be recognized in profit or loss, and the cost of investments shall be adjusted at the same time. The carrying amount of long-term equity investments is adjusted to recognize the Company’s share of the profit or loss of the investee and the Company’s proportionate interest in the investee arising from changes in the investee’s other comprehensive income, at the same time, the Company’s share of the investee’s profit or loss is recognized in investment income, and the Company’s proportionate interest in the investee arising from changes in the investee’s other comprehensive income is recognized in the Company’s other comprehensive income. The Company’s share of profits to be distributed or cash dividends declared by the investee reduce the carrying amount of long-term equity investments. Other changes in investee’s equity, except for profit or loss, other comprehensive income and profit distribution, shall be recognized in capital reserve, and the carrying amount of long-term equity investments shall be adjusted accordingly.The net loss of the investee shall be recognized to the extent that the Carrying amount of the long-term equity investment and other long-term rights and interests substantially constituting the net investment in the investee are written down to zero, except for the obligation to bear additional losses as stipulated in the contract or agreement. The Carrying amount of long-term equity investment shall be offset according to the profit or cash dividend declared by the investee.

When the company recognizes the net profit and loss of the invested unit that it should enjoy or share, As for transactions between the Group and its associate or joint venture, when the contributed or sold assets do not constitute a business, the Group’s share in the associate’s or joint venture’s unrealized gains or losses resulting from these transactions is eliminated; on that basis, investment income is recognized.If the unrealized internal transaction loss with the investee belongs to asset impairment loss, it shall be fully recognized.

– F-53 – (3) Disposal of long term equity investment

For the disposal of long-term equity investments, the difference between the carrying amount of the disposed investments and the consideration received shall be recognized in profit or loss..

For the long-term equity investment accounted by the equity method, the Group shall account for the proportionate amounts previously recognized in other comprehensive income on the same basis as would have been required if the investee had directly disposed of the related assets or liabilities. Any equity previously recognized for changes of investee’s equity excluding changes in investee’s net profit or loss, other comprehensive income and profit distribution, is proportionately reclassified to profit or loss.

4.12.3 Provision for impairment of long-term equity investment

Long term equity investment is valued at the end of the period according to the lower of

Carrying amount and recoverable amount.

The company judges whether the provision for impairment should be made according to the signs of impairment of long-term investment. When the recoverable amount of long-term investment is lower than the Carrying amount, the provision for impairment of long-term investment is made according to the difference.

Once the impairment loss of long-term equity investment is confirmed, it will not be reversed.

4.13 Accounting Method of Investment Property

Investment property is held to earn rentals or for capital appreciation or both, which includes leased land use rights, land use rights readily transferable after capital appreciation, and leased buildings, etc.When the initial measurement of the investment property of the

Company is calculated based on actual expenditures of purchasing and establishing, the subsequent measurement of rental income and value increment of investment property as well as investment properties is calculated by cost model.

– F-54 – The company recognizes the investment property according to the main intention or purpose of the management. If the board of directors or a similar organization makes a written resolution clearly indicating that it will be used for operating lease and the holding intention will not change in a short period of time, even if the lease agreement has not been signed, it shall be regarded as investment real estate. The vacant buildings here refer to the buildings newly purchased, built or developed by enterprises but not yet used, as well as the buildings that are no longer used in daily production and operation activities and can be operated and rented after being sorted out.

On the balance sheet date, the investment property adopts the cost mode for subsequent measurement, and according to the company's accounting policies for fixed assets or intangible assets, the depreciation or amortization is made.

At the end of the period, if the recoverable amount is lower than the Carrying amount, the provision for impairment will be made according to the difference.

4.14 Fixed Assets Valuation and Depreciation Method

4.14.1 Recognition conditions of fixed assets

Fixed assets refer to the houses and buildings, machinery and equipment, means of transportation and other business-related tools and instruments with a service life of more than one year and a value of more than 2000 yuan held for the purpose of producing commodities, providing labor services, renting or operating management.

The economic benefits related to fixed assets are likely to flow into the enterprise, and its cost can be measured reliably.

4.14.2 Initial measurement of fixed assets

δ1εFixed assets are usually initially measured at actual cost.

δ2εIf the purchase price of the fixed assets exceeds the normal credit conditions and the payment is delayed, which is essentially of financing nature, the cost of the fixed assets shall be determined on the basis of the present value of the purchase price. The difference between

– F-55 – the price actually paid and the present value of the purchase price shall be included in the current profit and loss during the credit period, except for those that should be capitalized.

δ3εThe cost of self built fixed assets consists of the necessary expenses incurred before the construction of the assets reaches the expected serviceable state.

δ4εThe cost of fixed assets invested by investors shall be valued according to the value stipulated in the investment contract or agreement.

4.14.3 Depreciation method of fixed assets

The depreciation of fixed assets is calculated with the straight-line method, and the depreciation rate is determined according to the category of fixed assets, the expected service life and the expected net residual value rate.

If it has reached the expected serviceable state, no matter whether it is delivered for use or not, and the final accounts have not been completed, it shall be recognized as fixed assets according to the estimated value, and the depreciation shall be withdrawn. After the completion of final accounts, the original estimated value will be adjusted according to the actual cost, but the original depreciation will not be adjusted.

If the provision for impairment of fixed assets has been made, the depreciation rate shall be recalculated and determined according to the original price of fixed assets minus the net

Carrying amount of accumulated depreciation and provision for impairment and the remaining useful life. The accumulated depreciation that has been made before the provision for impairment of fixed assets is not adjusted.

Classification and depreciation life of fixed assets: Category Useful life (year) Residual value rate (%) buildings 15-50 0-5

Machinery and other production 10-25 0-3 equipment

Transport equipment 5-25 0-5

Including:

General transportation equipment 5 5

– F-56 – Category Useful life (year) Residual value rate (%)

Ship 10-25 5

Special transport equipment 5-10 0-5

Electronic equipment and other 3-10 0-3 appliances

4.15Accounting Method of Construction in Progress

1. Valuation of construction in progress: all expenditures actually incurred during the construction process, including the interest, discount or premium amortization, exchange gain and loss of loans related to construction in progress before the project reaches the expected serviceable state, are included in the cost of construction in progress.

2. The time point when construction in progress is carried forward to fixed assets: from the date when the constructed fixed assets reach the expected serviceable state, all expenses incurred before the construction of the assets reach the expected serviceable state shall be taken as the entry value of the fixed assets. If the construction in progress of the fixed assets has reached the required level, but the final accounts have not been completed, it shall start from the date of reaching the expected serviceable state. According to the project budget, cost or actual cost, the estimated value is transferred into the fixed assets, and the depreciation is calculated and withdrawn from the next month. After the completion of the final accounts, the original provisional estimated value is adjusted according to the actual cost, but the original depreciation is no longer adjusted.

4.16 Valuation and Amortization of Intangible Assets

4.16.1 Intangible assets shall be initially measured according to the actual cost.

4.16.2 The amortization amount of intangible assets is the amount after deducting the estimated residual value from the cost.

4.16.3 Intangible assets are amortised on a straight-line basis over their service life.

4.17 Determination Method of Asset Impairment Provision for Other Major

Categories of Assets

– F-57 – 4.17.1 For long-term non-financial assets such as fixed assets, construction in progress, intangible assets and investment property measured by cost mode, it is necessary to judge whether there are signs of possible impairment of relevant assets at the end of each period.

4.17.2 Goodwill formed by business combination and intangible assets with uncertain service life are tested for impairment every year no matter whether there are signs of impairment.

4.17.3 If there are signs of impairment of assets, the recoverable amount shall be estimated. The recoverable amount is determined according to the higher one between the net amount of the fair value of the asset minus the disposal expenses and the present value of the expected future cash flow of the asset.

The measurement result of recoverable amount shows that if the recoverable amount of an asset is lower than its Carrying amount, the Carrying amount of the asset shall be written down to the recoverable amount, and the written down amount shall be recognized as the loss of asset impairment and included in the current profit and loss, and the corresponding provision for asset impairment shall be made at the same time.

4.17.4 After the asset impairment loss is recognized, the depreciation or amortization expense of the impaired asset shall be adjusted accordingly in the future period, so that the Carrying amount of the asset after adjustment (deducting the estimated net residual value) can be systematically shared within the remaining service life of the asset.

4.17.5 Once the impairment loss of long-term non-financial assets such as fixed assets, construction in progress, intangible assets and investment real estate measured by cost mode is recognized, it will not be reversed in the future accounting period.

4.17.6 Goodwill reflected in the consolidated financial statements does not include goodwill attributable to minority shareholders' equity of subsidiaries. However, when the

– F-58 – impairment test is carried out on the relevant asset group, the goodwill belonging to minority shareholders' equity is included, the Carrying amount of the asset group is adjusted, and then the Carrying amount of the asset group after adjustment is compared with its recoverable amount. If the above asset groups are impaired, the impairment loss of goodwill attributable to the parent company is recognized after deducting the minority shareholders' equity in proportion.

4.18 Accounting Treatment of Borrowing Costs

4.18.1 Accounting principles of borrowing costs

The borrowing costs incurred by the company can be directly attributed to the fixed assets, investment real estate, inventory and other assets that need a long time of acquisition and construction or production activities to reach the expected usable or marketable state. If they are capitalized, they are included in the cost of relevant assets; other borrowing costs are recognized as expenses according to their amount and included in the current profits and losses.

(1) In the case of loan specially borrowed for the acquisition and construction or production of assets conforming to capitalization conditions, the capitalized amount is equal to actual interests of the loan specially borrowed minus the interest income of the borrowed capital that has not been used in the bank deposit or the revenue from temporary investment from the actual interests incurred in the current period of specially borrowed capital.

(2) In the case of utilizing general loan for acquisition and construction or production activities of assets conforming to capitalization conditions, the interest amount of general loan needs to be capitalized is calculated by multiplying the weighted average of the part of aggregate assets expenditure in excess of the special loan expenditure of assets by the capitalization rate of utilized general loan.

(3) When the assets meeting the capitalization conditions are interrupted abnormally during the process of acquisition, construction or production, and the interruption lasts for

– F-59 – more than three months, the capitalization of borrowing costs shall be suspended.

4.19 Employee Benefits

Employee benefits refers to various forms of remuneration or compensation given by enterprises to obtain services provided by employees or to terminate labor relations. Employee benefits include short-term compensation, post employment benefits, dismissal benefits and other long-term employee benefits. The benefits provided by enterprises to employees' spouses, children, dependants, deceased employees' family members and other beneficiaries also belong to employee compensation.

4.19.1 Short-term benefits

Short-term employee benefits include salaries, bonuses allowances and subsidies, welfare, health insurance, maternity insurance, work injury insurance, housing funds, labor union funds, employee education funds, and other non-monetary benefits. The actual short-term employee benefits for the accounting period when the employee has rendered service to the Group are recognized as liability, and recorded in profit or loss or in the cost of related asset. The non-monetary benefits are measured at fair value.

4.19.2 Post employment benefits

The company adopts defined contribution plan to confirm and measure post employment benefits.

The company pays basic endowment insurance and unemployment insurance for employees according to the relevant regulations of the local government. During the accounting period when employees provide services for the company, the amount payable is calculated according to the payment base and proportion specified by the local government, which is recognized as liabilities and included in the current profits and losses or related asset costs.

In addition to the basic endowment insurance, the company also established the enterprise annuity plan according to the relevant policies of the national enterprise annuity system. The

– F-60 – company shall pay to the annuity management organization according to a certain proportion of the total wages of employees, and the corresponding expenses shall be included in the current profits and losses or relevant asset costs.

4.19.3 Termination benefits

When the company can not unilaterally withdraw the termination benefits provided by the plan to terminate the labor relationship or the layoff proposal, or confirm the costs or expenses related to the restructuring of the payment of the termination benefits (whichever is earlier), the employee compensation liabilities arising from the termination benefits shall be recognized and included in the current profits and losses.

4.19.4 Other long-term employee benefits

Other long-term employee benefits the Group offers, if meeting the requirements for defined contribution plan, shall be accounted for as defined contribution plan accordingly. If meeting the requirements for defined benefit plan, the net liabilities or net assets of other long-term employee benefits shall be recognized and measured.

4.20 Provisions

A provision shall be recognized when the obligation related to the contingent event meets all of the following conditions:

4.20.1 it is the present obligation of the companyχ

4.20.2 it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; andχ

4.20.3 a reliable estimate can be made of the amount of the obligation

4.21 Revenue

4.21.1 Except for Zhongmin energy and Futou new energy, the revenue accounting policies implemented by the companies in the group are as followsφ

1κSelling goods

The main risks and rewards of commodity ownership have been transferred to the buyer,

– F-61 – and the amount of income can be measured reliably; The company does not retain the continuous management right which is usually associated with the ownership, nor does it effectively control the sold goods; Relevant economic benefits are likely to flow into the enterprise; When the relevant costs that have occurred or will occur can be reliably measured, the realization of operating revenue shall be recognizedκ

2κProvision of services

When the labor service has been provided, the relevant cost can be calculated reliably, and its economic benefits can flow in, the realization of income is recognized.

3κTransfer of use right

When the economic benefits related to the transaction are likely to flow into the enterprise and the amount of income can be measured reliably, the amount of income from transferring the right to use assets shall be determined in the following circumstances:

δ1εThe amount of interest income shall be calculated and determined according to the time when others use the monetary funds of the enterprise and the actual interest rateκ

δ2εThe amount of royalty income shall be calculated and determined according to the charging time and method stipulated in the relevant contract or agreementκ

4. Income measurement standard

The income of the company is determined according to the fair value of the contract or agreement price received or receivable.Ⱦ

4.21.2 The subsidiary Zhongmin energy and Futou new energy will implement relevant accounting standards for new income from January 1, 2020. The income accounting policies are as followsφ

1κAccounting policies adopted in the recognition and measurement of income

Income is the total inflow of economic benefits formed in the company's daily activities that will increase the owner's equity and have nothing to do with the capital invested by the owner.

– F-62 – The company has fulfilled the performance obligations in the contract, that is, revenue is recognized when the customer obtains the control right of relevant goods. Obtaining the right to control related commodities refers to the ability to dominate the use of the commodity and obtain almost all economic benefits from it. It also includes the ability to prevent other parties from dominating the use of the commodity and obtain almost all economic benefits from it.

The transaction price refers to the amount of consideration that the company expects to be entitled to collect due to the transfer of goods to customers, and excluding the amount collected on behalf of a third party and the amount that the company expects to return to the customer. When determining the contract transaction price, if there is a variable consideration, the company determines the best estimate of the variable consideration based on the expected value or the most likely amount, and does not exceed the accumulated recognized revenue when the relevant uncertainty is eliminated. The amount of significant reversal is included in the transaction price. If there is a significant financing component in the contract, the company will determine the transaction price based on the amount payable in cash when the customer obtains the control of the goods. The company does not consider the financing component if the interval between the customer's acquisition of commodity control rights and the customer's payment of the price is not more than one year, When the consideration that is entitled to receive from the customer due to the transfer of goods is in a non-cash form, the company shall determine the transaction price based on the fair value of the non-cash consideration on the date of contract commencement. If the fair value of the non-cash consideration cannot be reasonably estimated, the company determines the transaction price indirectly by referring to the stand-alone selling price of the goods it promises to transfer to the customer. The company expects to refund the amount to the customer, in addition to obtaining other clearly distinguishable goods from the customer, the consideration payable will be offset against the transaction price. If the consideration payable to the customer exceeds the fair value of the clearly distinguishable commodity obtained from the customer, the excess amount shall be

– F-63 – used as the consideration payable to the customer to offset the transaction price. If the fair value of clearly distinguishable commodities obtained from customers cannot be reasonably estimated, the company will fully offset the transaction price from the consideration payable to the customer. When accounting for the consideration payable to customers to offset the transaction price, the company offsets the current revenue at the point when it recognizes the relevant revenue and pays (or promises to pay) the customer's consideration, which is laterκ

If there are two or more performance obligations in the contract, the company shall allocate the transaction price to each individual performance obligation according to the relative proportion of the stand-alone selling price of the goods promised by each individual performance obligation on the date of the contract, and allocate it to each individual performance obligation in accordance with the allocation the transaction price of the obligation measures revenue. In the event of subsequent changes in the transaction price, the company will allocate the subsequent changes to the performance obligations in the contract on the basis adopted on the start date of the contract. For changes in stand-alone selling prices after the contract commencement date, the transaction price will not be re-allocated..

If one of the following conditions is met, the company shall perform its performance obligations within a certain period of time; otherwise, it shall perform the performance obligation at a certain point of time:

δ1εWhen customers perform the contract, they obtain and consume the economic benefits brought by the company's performance;

δ2εCustomers can control the goods under construction during the performance of the contract;

δ3εThe goods produced by the company in the process of performance have irreplaceable uses, and the company has the right to collect payment for the performance part that has been completed so far during the entire contract period.

For the performance obligations performed within a certain period of time, the company

– F-64 – shall recognize the revenue according to the performance progress within that period, except that the performance progress cannot be reasonably determined. The company shall determine the progress of the performance of the services according to the input method. When the progress of performance cannot be reasonably determined, if the company's incurred costs are expected to be compensated, the revenue shall be recognized according to the amount of cost incurred until the progress of performance can be reasonably determined.

For the performance obligation performed at a certain time point, the company recognizes the revenue at the time when the customer has obtained the control of the relevant goods. In determining whether a customer has acquired control of the commodity, the company will consider the following signs:

δ1εThe company has a present right to payment for the promised goods or services, i.e. the customer is presently obliged to pay for such goods or servicesχ

δ2εThe company has transferred the legal title of the promised goods or services to the customer, i.e. the customer has legal tile to such goods or servicesχ

δ3εThe company has transferred physical possession of the promised goods or services, i.e. the customer has physical possession of such goods or servicesχ

δ4εThe company has transferred the significant risks and rewards of ownership of the promised goods or services to the customer, i.e. the customer has the significant risks and rewards of ownership of such goods or servicesχ

δ5εThe customer has accepted the promised goods or services, and other indicators of the transfer of control.

2. Specific confirmation method

(1) For the production and sales of electric power by Zhongmin energy, the sales revenue is recognized when the electricity is supplied to the power grid company, that is, at the end of the month, tthe electricity product sales are confirmed based on the on-grid electricity jointly confirmed by the purchase and sale of electricity and the on-grid electricity price approved by

– F-65 – the relevant state departments and the bidding price (including policy subsidies).

(2) Futou new energy:

ķThe specific method of the company's gas sales revenue recognition: the current gas sales revenue is recognized when the gas has been sold to the customer and the customer has accepted the goods.

ĸThe specific method of the company's transportation revenue recognition: according to the operation system vehicle list, enter the traffic volume and distance, the transportation revenue is calculated according to the freight unit price, and recognize the revenue after the transportation service has been completed.

4.22 Government Subsidies

Government grants refer to monetary grants and non-monetary grants the company receives from the government for free. Government grants involve grants related to assets and grants related to income. The government subsidies related to assets are grants whose primary condition is that the Company qualifying for them should purchase, construct or otherwise acquire long-term assets.

Government subsidies related to income refer to government subsidies other than those related to assets.

4.22.1 Recognition principle of government subsidy

The company can meet the conditions attached to government subsidies;

Companies can receive government subsidies.

4.22.2 .Measurement of government subsidies

Non-monetary government grants shall be measured at fair value, and otherwise measured at nominal amount if the fair value cannot be reliably obtained. Government grants measured at nominal amount shall be recognized directly in profit or loss (the nominal amount is CNY 1).

– F-66 – 4.22.3 Accounting treatment of government subsidies

(1) The government subsidies related to assets are recognized as deferred income when they are obtained. and are distributed in a reasonable and systematic way within their useful life from the date when the relevant assets reach the intended use state, and are included in other income in stages . Government subsidies measured at nominal amount are directly included in the current profits and losses.

(2) Government subsidies related to income shall be dealt with according to different circumstancesφ

ķ If it is used to compensate the related costs or losses of the company in the future, it shall be recognized as deferred income when it is obtained, and shall be included in the current profits and losses or offset the related costs during the period when the related costs or losses are recognizedκ

ĸ If it is used to compensate the relevant costs or losses incurred by the company, it shall be directly included in the current profits and losses or offset the relevant costs when it is obtainedκ

For the government subsidies that are included in both the asset-related parts and the income-related parts, if they can be distinguished, they are accounted for in different parts; if they are difficult to distinguish, they are classified as income-related government subsidies as a whole.

The government subsidies related to the company's daily operations are included in other income or offset the relevant costs in accordance with the nature of the economic business.

Government subsidies that have nothing to do with the company's daily activities are included in non operating income. The policy-related preferential loan interest discount obtained by the company shall be accounted for in the following two situations:

If the finance allocates the discount fund to the lending bank, and the lending bank provides the loan to the company at a policy-based preferential policy interest rate, the

– F-67 – company takes the actual amount of the loan as the entry value of the loan, and the relevant calculation is based on the loan principal and the policy-based preferential interest rate.

ķIf the finance allocates the discount funds directly to the company, the company will offset the corresponding discount to reduce the relevant borrowing costsκ

If the recognized government subsidies need to be returned and there are relevant deferred income, the book amount of relevant deferred income shall be offset, and the excess part shall be included in the current profits and losses; otherwise, it shall be directly included in the current profits and losses.

4.23 Accounting Treatment of Income Tax

Deferred tax assets and liabilities are recognized using the “balance sheet liability method”.

If the Carrying amount of an asset is less than its tax base or the Carrying amount of a liability is greater than its tax base, a deductible temporary difference may occur.

The recognition of deferred income tax assets arising from the deductible temporary differences is limited to the taxable income that is likely to be obtained in the future to offset the deductible temporary differences. On the balance sheet date, if there is conclusive evidence that sufficient taxable income is likely to be obtained in the future to offset the deductible temporary difference, the deferred income tax assets that have not been recognized in the previous period shall be recognized.

For the deductible losses and tax credits that can be carried forward for subsequent years, the deferred income tax assets shall be recognized to the extent of the future taxable income that is likely to be used to offset the deductible losses and tax credits.

On the balance sheet date, the enterprise shall review the carrying amount of the deferred income tax assets. If it is probable that sufficient taxable income cannot be obtained in the future to offset the benefits of deferred income tax assets, the book value of the deferred income tax assets shall be written down.

– F-68 – If the applicable tax rate changes, the recognized deferred income tax assets shall be remeasured. Except for the deferred income tax assets arising from the transactions or events directly recognized in the owner's equity, its impact shall be included in the income tax expenses of the current period of change.

Offset of income tax

When the company has the legal right to settle by net amount and intends to settle by net amount or acquire assets and pay off liabilities at the same time, the current income tax assets and current income tax liabilities of the company are presented at net amount after offsetting.

When it has the statutory right to settle current income tax assets and current income tax liabilities with net amount, and the deferred income tax assets and deferred income tax liabilities are related to the income tax levied by the same tax collection and management department on the same taxpayer, or related to different taxpayers, However, in the period during which each important deferred income tax asset and liability is reversed in the future, when the taxpayer involved intends to settle the current income tax assets and liabilities on a net basis or obtain assets and pay off the liabilities at the same time, the company's deferred income tax assets And deferred income tax liabilities are presented at the net amount after offsetting.

4.24 Lease

Leasing is divided into finance leases and operating leases.

4.24.1 Recognition standards of finance leases and operating leases

If it meets one or more of the following standards, it shall be recognized as a financial lease:

(1) At the end of the lease term, the ownership of the leased asset is transferred to the lessee.

(2) The lessee has the option to purchase the leased assets, and the purchase price is expected to be much lower than the fair value of the leased assets when the option is exercised.

– F-69 – Therefore, it can be reasonably determined that the company will exercise this option at the lease beginning date.

(3) Even if the ownership of the asset is not transferred, the lease term accounts for most of the service life of the leased asset (generally 75% or more).

(4) The present value of the minimum lease payment of the lessee on the lease beginning date is almost equal to (generally 90% or more, the same below) the fair value of the leased assets on the lease beginning date; The present value of the minimum lease receipts of the lessor on the lease beginning date is almost equal to the fair value of the leased assets on the lease beginning date.

Other leases other than finance leases are operating leases.

4.24.2 Main accounting treatment of financial leasing

(1) Accounting treatment of lessees

At the beginning of the lease period, the lower of the fair value of the leased asset and the present value of the minimum lease payment on the lease beginning date is taken as the entry value of the leased asset, the minimum lease payment is taken as the entry value of the long-term payable, and the difference is taken as the unrecognized financing expense. The initial direct expenses (the same below) that can be attributed to the lease item in the process of lease negotiation and signing of the lease contract shall be included in the value of the leased asset. When calculating the present value of the minimum lease payment, if the leasor's interest rate can be obtained, the interest rate included in the lease shall be used as the discount rate; otherwise, the interest rate specified in the lease contract shall be used as the discount rate.

If the interest rate embedded in the lease cannot be obtained from the lessor and there is no interest rate specified in the lease contract, the bank loan interest rate of the same period shall be adopted as the discount rate. The unrecognized financing expenses shall be calculated and recognized according to the effective interest method during the lease term.

The company adopts the depreciation policy consistent with its own fixed assets to

– F-70 – calculate the depreciation of leased assets. If it can be reasonably determined that the ownership of the leased asset can be obtained at the end of the lease term, the depreciation shall be accrued within the service life of the leased asset. If it is impossible to reasonably determine that the ownership of the leased asset can be obtained at the end of the lease term, the depreciation shall be accrued within the shorter of the lease term and the service life of the leased asset. Contingent rents are included in the current profits and losses when they are actually incurred.

(2) Accounting treatment of the lessor

At the beginning of the lease term, the lessor takes the sum of the minimum lease payment and the initial direct cost on the lease beginning date as the entry value of the financing lease receivable, and records the unguaranteed residual value; the difference between the sum of the minimum lease payment, the initial direct cost and the unguaranteed residual value and the sum of their present value is recognized as unrealized financing income.

The unrealized financing income shall be calculated and recognized in the current period according to the effective interest method during the lease termȾ

Contingent rents are included in the current profits and losses when they are actually incurred.

4.24.3. Main accounting treatment of operating lease

For the rent of operating lease, the lessor and the lessee shall be recognized as current profits and losses in accordance with the straight-line method during each period of the lease term. The initial direct expenses incurred by the lessor and the lessee shall be included in the current profits and losses. Contingent rents are included in the current profits and losses when they are actually incurred.

4.25 Measurement of Fair Value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

– F-71 – The company measures relevant assets or liabilities at fair value, assuming that the orderly transaction of selling assets or transferring liabilities is conducted in the main market of relevant assets or liabilities; if there is no main market, the company assumes that the transaction is conducted in the most favorable market of relevant assets or liabilities. The main market (or the most favorable market) is the trading market that the company can enter on the measurement day. The company adopts the assumptions used by market participants to maximize their economic benefits when pricing the asset or liability.

If there is an active market for financial assets or financial liabilities, the company adopts the quoted price in the active market to determine their fair value. If there is no active market for financial instruments, the company adopts valuation technology to determine their fair value.

Where non-financial assets are measured at fair value, the ability of market participants to generate economic benefits by using the assets for the best use or by selling the assets to other market participants that can be used for the best use shall be considered.

The company adopts the valuation technology which is applicable in the current situation and supported by sufficient available data and other information, and gives priority to the use of relevant observable input values. Only when the observable input values cannot be obtained or it is not feasible to obtain them, can the non observable input values be used.

For the assets and liabilities measured or disclosed at fair value in the financial statements, the level of fair value is determined according to the lowest level input value which is of great significance to the measurement of fair value as a whole: the first level input value re quoted prices (unadjusted) in active markets for the identical assets or liabilities that the Group can access at the measurement date; the second level input are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectlyχ

The third level input value is the unobservable input value of related assets or liabilities.

On each balance sheet date, the company re-evaluates the assets and liabilities

– F-72 – continuously measured at fair value recognized in the financial statements to determine whether there is a transition between the levels of fair value measurement.

5. Accounting Policy, Accounting Estimate Changes , Error Correction and Other

Adjustment

5.1 Accounting Policy, Accounting Estimate Changes and its Influence

5.1.1 Changes in accounting policies

Changes of accounting policy in 2019

(1) MOF issued ɅNotice on Revision of the 2019 Illustrative Financial Statements Ɇ

δCaikuai [2019]No.6 in April 2019 andɅ Notice on Revision of the Formats of Consolidated

Financial Statements(2019 Edition)Ɇ(Caikuai[2019] No.16 ,the company revised the format of financial statements, The accounting policy of this report format was changed, The original item "Notes Receivable and Accounts Receivable" was split into two items of "Notes

Receivable" and "Accounts Receivable" in the balance sheet; he original line item "Notes

Payable and Accounts Payable" was split into two items, "Notes Payable" and "Accounts

Payable"; in the income statement, " Derecognized income of financial assets measured at amortized cost (losses are listed with "-")" detailed items.

(2) On March 31st,2017, the MOF announced amendment to Ʌ Accounting Standards for Business Enterprises No.22-financial instrument recognition and measurement(amendment in 2017 Ɇ (Caikuai [2017]No.7), Ʌ Accounting Standards for Business Enterprises

No.23-Transfer of Financial Assets(amendment in 2017)Ɇ(Caikuai [2017]No.8)θɅAccounting

Standards for Business Enterprises No.24-hedging (amendment in 2017) Ɇ (Caikuai

[2017]No.9)θon May 2,2017, the MOF announced ɅAccounting Standards for Business

Enterprises No.37-Presentation of financial instruments (amendment in 2017)Ɇ(Caikuai

[2017]No.14), The company’s subsidiaries, Zhongmin energy and Futou new energy Co.,

Ltd ,the new financial instruments standards shall be implemented from January 1, 2019, and relevant information of financial instruments shall be presented according to the requirements

– F-73 – of new financial instruments standards. No retrospective adjustment of the comparative financial statements is made. The above changes in accounting policies have been deliberated and approved by the board of directors of Zhongmin energy and Futou. For the changes in the items of corresponding accounting statements, please refer to the report notes“5”changes in important accounting policies and accounting estimates" -5.3 the first implementation of new financial instrument standards for the first time, and the relevant items of the financial statements at the beginning of the year.

δ3εThe first implementation of the new financial instruments standard adjust the first implementation of the financial statements on items at the beginning of the year Item December 31,2018 January 1,2019 Adjusted amount

Accounts receivable 984,926,086.13 968,545,426.91 -16,380,659.22

Other receivables 3,460,984,090.17 3,457,889,922.69 -3,094,167.48

Total current assets 20,195,082,867.55 20,175,608,040.85 -19,474,826.70 Available for sale financial 47,965,218,965.74 47,939,367,415.74 -25,851,550.00 assets Long term equity investment 24,460,468,482.95 24,453,708,590.51 -6,759,892.44 Investment in other equity 25,851,550.00 25,851,550.00 instruments deferred tax assets 278,722,075.62 283,009,719.69 4,287,644.07

Total non-current assets 114,415,741,322.32 114,413,269,073.95 -2,472,248.37

Total Assets 134,610,824,189.87 134,588,877,114.80 -21,947,075.07

Other comprehensive income 1,115,113,629.18 1,074,076,554.68 -41,037,074.50

Undistributed profit 10,040,491,389.59 10,067,275,626.90 26,784,237.31 Total owner's equity (or shareholder's equity) 45,634,110,907.22 45,619,858,070.03 -14,252,837.19 attributable to parent company Minority interests 4,904,942,368.30 4,897,248,130.42 -7,694,237.88 Total owner's equity (or 50,539,053,275.52 50,517,106,200.45 -21,947,075.07 shareholder's equity) Total liabilities and owner's equity (or shareholder's 134,610,824,189.87 134,588,877,114.80 -21,947,075.07 equity)

Change of accounting policy in 2020

δ1εOn July 2017 and December ,2019MOF issued Ʌaccounting standards for Business

Enterprises No. 14 - RevenueɆ (CK [2017] No. 22) and Ʌinterpretation of accounting

– F-74 – standards for Business Enterprises No. 13Ɇ(CK [2019] No. 21), the subsidiaries company,

Zhongmin energy and Futou new energy, the new financial instruments standards shall be implemented from January 1, 2020, and relevant information will be presented according to the requirements of the new income standard, without retrospective adjustment of comparative financial statements. The above-mentioned accounting policy changes have been deliberated and approved by the board of directors of China Fujian energy and Futou new energy. For details of the changes in the corresponding accounting statement items, please refer to "(2) the subsidiary Zhongmin energy and Fudou new energy first implemented the new income standard, and the important joint venture Xiamen International Bank Co., Ltd. first implemented the new financial instrument standard adjustment, and first implemented the relevant items of the financial statement at the beginning of the year" in "changes in important accounting policies and accounting estimates".

δ2εThe subsidiary Zhongmin energy and Futou new energy implemented the new revenue standard for the first time in 2020, and the important joint venture Xiamen

International Bank Co., Ltd. will implemented the new financial instrument standard for the first time, and adjust the items related to the financial statements at the beginning of the year for the first time.

Consolidated balance sheet Item December 31,2019 January 1,2020 Adjusted amount

Accounts receivable 987,015,772.93 980,011,362.78 -7,004,410.15

Other receivables 1,996,383,959.92 1,996,352,319.41 -31,640.51

Contract assets 507,870.00 507,870.00

Total current assets 19,732,946,641.17 19,726,418,460.51 -6,528,180.66

Long term equity investment 26,891,392,890.92 26,802,414,347.68 -88,978,543.24 deferred tax assets 262,132,545.35 262,881,421.71 748,876.36

Total non-current assets 99,078,976,870.40 98,990,747,203.52 -88,229,666.88

Total Assets 118,811,923,511.57 118,717,165,664.03 -94,757,847.54

Advance payment 252,954,275.37 224,922,691.11 -28,031,584.26

Contractual liabilities 24,833,761.31 24,833,761.31

– F-75 – Item December 31,2019 January 1,2020 Adjusted amount

Other current liabilities 256,628.39 3,454,451.34 3,197,822.95

Other comprehensive income 2,471,957,217.16 2,439,118,239.17 -32,838,977.99

Undistributed profit 11,551,856,033.77 11,503,993,251.08 -47,862,782.69 Total owner's equity (or shareholder's 49,538,460,983.32 49,457,759,222.64 -80,701,760.68 equity) attributable to parent company Minority interests 5,207,974,739.63 5,193,918,652.77 -14,056,086.86 Total owner's equity (or shareholder's 54,746,435,722.95 54,651,677,875.41 -94,757,847.54 equity) Total liabilities and owner's equity (or 118,811,923,511.57 118,717,165,664.03 -94,757,847.54 shareholder's equity)

5.1.2 Changes in accounting estimates:None

5.2 Correction of Prior Accounting Errors:None

6.Taxes

The main type of taxes and tax rates included in the consolidated statements are listed below: Types of taxes Tax rate Calculation basis of tax

VAT 3%焪5%焪6%焪9%焪10%焪11%焪13%焪16%焪 Taxable income

Urban maintenance and construction tax 5%焪7% VAT payable

Education surcharge 3% VAT payable

Local education surcharge 2% VAT payable

Maintenance and management fee of river and 0.09% Taxable income sea dyke project

Enterprise income tax 25%,Rate of HONGKONG 16.5%,Rate of TAIWAN 17% Taxable income

7. Business Combination and Consolidated Financial Statements

7.1 Subsidiaries Included in the Scope of Merger in 2020

The consolidated financial statements are are based on the individual financial statements of the parent company and the subsidiaries included in the scope of consolidation, according to other relevant information, and after adjusting the long-term equity investment in the subsidiaries according to the equity method. During the merger, the internal equity investment and the owner's equity of the subsidiary, the internal investment income and the profit distribution of the subsidiary, the internal transactions, the internal claims and debts are offset.

– F-76 – The basic information of subsidiaries included in the scope of consolidated statements in 2020 is as follows (amount unit: CNY 10000)

Serial Place of Registered Shareholding Voting Investment Name of company Grade Enterprise type Nature of business Acquisition method number registration capital ratio (%) rights (%) amount

Domestic Wind power, investment in 1 Zhongmin Energy Co., Ltd. Subsidiary non-financial Nanping, Fujian 168,930 71.99 71.99 212,250 Other energy industry subsidiaries Secondary Domestic Fujian Zhongmin Energy Investment 2 tier non-financial Fuzhou, Fujian Energy project investment 44,500 100 100 137,484 Investment Co.,Ltd. establishment subsidiary subsidiaries Domestic Zhongmin (Fuqing) Wind Third tier Construction and operation of Investment 3 non-financial Fuqing, Fujian 60,700 100 100 60,700 Power Co.,Ltd. subsidiary wind power project establishment subsidiaries Domestic Zhongmin (Pingtan) Wind Third tier Construction and operation of Investment 4 non-financial Pingtan, Fujian 11,966 51 51 6,103 Power Co.,Ltd. subsidiary wind power project establishment subsidiaries Domestic Zhongmin (Pingtan) New Fourth tier Development and construction Investment 5 non-financial Pingtan, Fujian 9,000 90 90 8,100 Energy Co.,Ltd. subsidiary of new energy projects establishment subsidiaries

– F-77 Domestic Zhongmin (Lianjiang) Wind Third tier Construction and operation of Investment 6 non-financial Lianjiang, Fujian 15,700 100 100 36,299 Power Co.,Ltd. subsidiary wind power project establishment subsidiaries Domestic Fuzhou Changle Zhongmin Third tier Construction and operation of Investment 7 non-financial Fujian Changle 2,000 100 100 2,000 Wind Power Co.,Ltd. subsidiary wind power project establishment subsidiaries Domestic Zhongmin (Hami) Energy Third tier Investment construction and Investment 8 non-financial Hami, Xinjiang 3,500 100 100 3,500 Co.,Ltd. subsidiary management of energy project establishment subsidiaries Secondary Domestic Fujin City, Heilongjiang Fulong Wind Construction and operation of Business combination 9 tier non-financial Heilongjiang 12,681 100 100 22,898 Power Co.,Ltd. wind power project under different control subsidiary subsidiaries Province Heilongjiang Fulong Wind Secondary Domestic Fujin City, Construction and operation of Business combination 10 Power Technology tier non-financial Heilongjiang 11,050 100 100 15,809 wind power project under different control Development Co.,ltd. subsidiary subsidiaries Province Secondary Domestic Fujin City, Construction and operation of Zhongmin(Fujin) Biomass Investment 11 tier non-financial Heilongjiang biomass power generation 6,000 100 100 6,000 Thermal Power Co.,Ltd establishment subsidiary subsidiaries Province project Secondary Domestic Fujian Zhongmin Offshore Construction of wind power Investment 12 tier non-financial Putian, Fujian 115,672 100 100 115,672 Wind Power Co., Ltd. project, etc establishment subsidiary subsidiaries Secondary Domestic Fujian Futou New Energy Investment 13 tier non-financial Fuzhou, Fujian Investment in gas industry 17,000 80 80 12,844 Investment Co.,ltd. establishment subsidiary subsidiaries

Serial Place of Registered Shareholding Voting Investment Name of company Grade Enterprise type Nature of business Acquisition method number registration capital ratio (%) rights (%) amount

Secondary Domestic CNOOC Fujian New Energy Natural gas purchase and sales, Business combination 14 tier non-financial Xiamen, Fujian 21,912 50 50 12,009 Co.,Ltd. gasification station construction under different control subsidiary subsidiaries Domestic Investment in LNG Fujian Zhongmin Logistics Third tier Investment 15 non-financial Putian, Fujian transportation and gas filling 4,366 100 100 4,367 Co.,Ltd. subsidiary establishment subsidiaries station Domestic Fujian Minneng LNG Third tier Gas filling station of natural gas Investment 16 non-financial Fuzhou, Fujian 1,000 70 70 947 Co.,Ltd. subsidiary vehicle establishment subsidiaries Domestic Zhongmin-CNOOC Gas Third tier Shaxian County, Investment and construction of Investment 17 non-financial 600 100 100 600 Power (Shaxian) Co.,Ltd. subsidiary Fujian Province gas engineering establishment subsidiaries Domestic CNOOC (Zhangzhou) New Third tier Zhangzhou, Natural gas purchase and sales, Investment 18 non-financial 2,000 50 50 1,000 Energy Co.,Ltd. subsidiary Fujian gasification station construction establishment subsidiaries Domestic Investment, construction and Business combination CNOOC Putian New Energy Third tier 19 non-financial Putian, Fujian management of gas (oil) station 900 60 60 736 not under the same Co.,Ltd. subsidiary subsidiaries infrastructure control – F-78 Domestic Investment, construction and Business combination CNOOC Xianyou New Third tier 20 non-financial Putian, Fujian management of gas (oil) station 900 70 70 421 not under the same Energy Co.,Ltd. subsidiary subsidiaries infrastructure control New energy technology Domestic development; Investment, Business combination CNOOC (Xiamen) New Third tier 21 non-financial Xiamen, Fujian construction and management of 900 55 55 850 not under the same Energy Co.,Ltd. subsidiary subsidiaries gas (oil) station and gasification control station infrastructure Secondary Domestic Nanping Futou New Energy Natural gas purchase and sales, Investment 22 tier non-financial Nanping, Fujian 3,000 51 51 1,530 Investment Co.,Ltd. gasification station construction establishment subsidiary subsidiaries Domestic Songxi Futou New Energy Third tier Natural gas purchase and sales, Investment 23 non-financial Nanping, Fujian 3,000 100 100 1,200 Co.,Ltd. subsidiary gasification station construction establishment subsidiaries Secondary Domestic Natural gas purchase and sales, Ningde Futou New Energy Investment 24 tier non-financial Ningde, Fujian natural gas technology and 10,000 51 51 3,625 Investment Co.,Ltd. establishment subsidiary subsidiaries consulting services Investment in the financial and business services industries; Domestic Investment and development of Fujian Futou Investment Investment 25 Subsidiary non-financial Fuzhou, Fujian water production and supply 6,200 100 100 1,568,032 Co,,Ltd. establishment subsidiaries industry; Real estate development and operation; estate management

Serial Place of Registered Shareholding Voting Investment Name of company Grade Enterprise type Nature of business Acquisition method number registration capital ratio (%) rights (%) amount

Secondary Domestic Fujian Zhongmin Water Investment and asset Investment 26 tier non-financial Fuzhou, Fujian 23,500 100 100 133,943 management in water industry establishment Investment Group Co., Ltd. subsidiary subsidiaries Domestic Zhongmin (Luoyuan) Water Third tier Production and sales of tap Investment 27 non-financial Luoyuan, Fujian 12,894 70 70 10,038 Utilities Co.,Ltd. subsidiary water, etc establishment subsidiaries Zhongmin (Luoyuan) Domestic Fourth tier Infrastructure construction of Investment 28 Municipal Engineering non-financial Luoyuan, Fujian 50 100 100 60 subsidiary municipal roads, etc establishment Co.,Ltd. subsidiaries Domestic Luoyuan Shenyuan Property Fourth tier Investment 29 non-financial Luoyuan, Fujian Property management, etc 50 100 100 115 Management Co.,Ltd. subsidiary establishment subsidiaries Domestic Fujian Aojiang River Water Third tier Construction and development Investment 30 non-financial Luoyuan, Fujian 10,989 70 70 7,692 Conservancy Project Co.,Ltd. subsidiary of Diversion Project establishment subsidiaries Domestic FIDC (Fuqing) Water Third tier Production and sales of tap Investment 31 non-financial Fuqing, Fujian 50,000 55 55 33,832 Utilities Co.,Ltd. subsidiary water, etc establishment subsidiaries – F-79 Domestic Fuqing Rongan Water Fourth tier Investment 32 non-financial Fuqing, Fujian water quality monitoring 130 100 100 177 Quality Detection Co.,Ltd. subsidiary establishment subsidiaries Fuqing Zhongmin Yangxia Domestic Fourth tier Production and sales of tap Business combination 33 Water Supply Service non-financial Fuqing, Fujian 633 76.89 76.89 1,010 subsidiary water, etc under different control Co.,Ltd. subsidiaries Domestic Zhongmin (Ningde) Water Third tier Production and sales of tap Business combination 34 non-financial Ningde, Fujian 31,000 55 55 17,760 Investment Co.,Ltd. subsidiary water, etc under different control subsidiaries Ningde Jinhui Municipal Domestic Fourth tier Installation of pipe network Business combination 35 Construction Engineering non-financial Ningde, Fujian 500 100 100 489 subsidiary engineering under different control Co.,Ltd. subsidiaries Domestic Ningde Ninggang Tap Water Fourth tier Production and sales of tap Business combination 36 non-financial Ningde, Fujian 32,160 100 100 20,714 Co.,Ltd. subsidiary water, etc under different control subsidiaries Domestic Ningde Zhongmin Water Fourth tier Investment 37 non-financial Ningde, Fujian Water quality inspection 300 100 100 300 Quality Detection Co.,Ltd. subsidiary establishment subsidiaries Fujian Huayuan Urban Domestic Construction and Third tier Sewage, medical waste, waste Investment 38 non-financial Fuzhou, Fujian 5,067 100 100 5,084 Environmental Protection subsidiary disposal establishment subsidiaries Co.,Ltd. Domestic Production and sales of raw Zhongmin (Shaowu) Water Third tier Investment 39 non-financial Shaowu, Fujian water, tap water, direct drinking 10,000 60 60 6,000 Utilities Co.,Ltd. subsidiary establishment subsidiaries water

Serial Place of Registered Shareholding Voting Investment Name of company Grade Enterprise type Nature of business Acquisition method number registration capital ratio (%) rights (%) amount

Domestic Shaowu Wastewater Third tier Business combination 40 non-financial Shaowu, Fujian sewage disposal 2,320 60 60 4,743 Treatment Co.,Ltd. subsidiary under different control subsidiaries Shaowu Wujiatang Domestic Fourth tier Business combination 41 Wastewater Treatment non-financial Shaowu, Fujian sewage disposal 1,000 100 100 1,600 subsidiary under different control Co.,Ltd. subsidiaries Fuding Zhongmin Domestic Third tier Urban and rural living and Investment 42 Environmental Protection non-financial FUDING, Fujian 5,700 100 100 5,700 subsidiary industrial sewage treatment establishment Co.,Ltd. subsidiaries Fujian Zhongmin Water Domestic Third tier Investment 43 Construction Engineering non-financial Fuzhou, Fujian Municipal Engineering 3,000 100 100 3,000 subsidiary establishment Co.,Ltd. subsidiaries Domestic Fu’an Zhongmin Water Third tier Investment 44 non-financial Fuan, Fujian Production and sale of tap water 20,000 60 60 12,000 Co.,Ltd. subsidiary establishment subsidiaries Youxi Zhongmin Domestic Third tier Sewage treatment and waste Investment 45 Environmental Protection non-financial Youxi, Fujian 8,270 75 75 6,203 subsidiary treatment establishment

– F-80 Co.,Ltd. subsidiaries Domestic Pingnan Zhongmin Water Third tier Water supply and sales, sewage Investment 46 non-financial Pingnan, Fujian 3,985 80 80 3,188 Co.,Ltd. subsidiary treatment establishment subsidiaries Zhouning Zhongmin Domestic Third tier Investment 47 Environmental Protection non-financial Zhouning, Fujian sewage disposal 1,000 100 100 2,590 subsidiary establishment Co.,Ltd. subsidiaries Ningde Zhongmin Domestic Third tier Investment 48 Wastewater Treatment non-financial Ningde, Fujian sewage disposal 2,700 100 100 2,700 subsidiary establishment Co.,Ltd. subsidiaries Domestic Zhongfu Haixia (Pingtan) Third tier Business combination 49 non-financial Pingtan, Fujian sewage disposal 5,000 100 100 6,290 Water Engineering Co.,Ltd. subsidiary under different control subsidiaries Fujian Province Mintou Secondary Domestic Guarantee and re guarantee Investment 50 Financing Re-guarantee tier financial Fuzhou, Fujian 170,000 100 100 170,000 business establishment Co.,Ltd. subsidiary subsidiary Xiamen Chuangcheng Domestic Third tier Business combination 51 Financing Re-guarantee financial Xiamen, Fujian Guarantee business 10,500 100 100 13,000 subsidiary under different control Co.,Ltd. subsidiary Secondary Domestic Fujian Mintou Asset Investment 52 tier non-financial Fuzhou, Fujian Investment and management 150,000 100 100 149,999 Management Co., Ltd establishment subsidiary subsidiaries Secondary Domestic Real estate development, Fujian Mindu Real Estate Investment 53 tier non-financial Fuzhou, Fujian housing leasing, hotel 6,000 100 100 51,971 Development Co.,Ltd. establishment subsidiary subsidiaries management

Serial Place of Registered Shareholding Voting Investment Name of company Grade Enterprise type Nature of business Acquisition method number registration capital ratio (%) rights (%) amount

Fujian Zhongmin Jianfa Domestic Third tier Investment 54 Property Management non-financial Fuzhou, Fujian Property management, etc 300 100 100 299 subsidiary establishment Co.,Ltd. subsidiaries Secondary Domestic Hengfu(Nanping) Real Estate Investment 55 tier non-financial Nanping, Fujian Property management, etc 500 100 100 200 Co.,Ltd. establishment subsidiary subsidiaries Secondary Domestic Huafu(Nanping) Real Estate Investment 56 tier non-financial Nanping, Fujian Property management, etc 500 100 100 200 Co.,Ltd. establishment subsidiary subsidiaries Domestic Fujian Railway Investment Investment in railway 57 Subsidiary non-financial Fuzhou, Fujian 584,899 100 100 2,365,618 Other Co., Ltd. construction projects, etc subsidiaries Secondary Domestic Fujian Futie Land Investment 58 tier non-financial Fuzhou, Fujian Land development 5,000 100 100 5,000 Development Co.,Ltd. establishment subsidiary subsidiaries Non Securities equity Domestic Fujian Railway Investment investment and consulting Investment 59 Subsidiary non-financial Fuzhou, Fujian 300,100 100 100 300,100 Fund Co.,Ltd. services related to equity establishment – F-81 subsidiaries investment Domestic Fujian Huaxing Group Co. Investment, equity management 60 Subsidiary non-financial Fuzhou, Fujian 273,000 100 100 408,164 Other Ltd. and operation subsidiaries Secondary Domestic Fujian Huaxing Investment 61 tier financial Fuzhou, Fujian Investment and management 30,000 100 100 92,322 Other (Holding) Co.,Ltd. subsidiary subsidiary Secondary Domestic Fujian Huaxing Industrial 62 tier non-financial Fuzhou, Fujian Investment and management 15,000 100 100 66,771 Other Co.,Ltd. subsidiary subsidiaries Fujian Huaxing Property Secondary Domestic 63 Management Development tier non-financial Fuzhou, Fujian Property management 500 100 100 500 Other Co.,Ltd. subsidiary subsidiaries Secondary Domestic Fujian Financing Guarantee 64 tier financial Fuzhou, Fujian Financing guarantee services 30,600 100 100 30,600 Other Co.,Ltd. subsidiary subsidiary Secondary Domestic Fujian Huaxing Auction 65 tier non-financial Fuzhou, Fujian auction 1,100 100 100 1,100 Other House Co.,Ltd. subsidiary subsidiaries Secondary Domestic Fujian Huaxing Leasing 66 tier non-financial Fuzhou, Fujian Equipment leasing 1,503 100 100 1,503 Other Co.,Ltd. subsidiary subsidiaries Fujian State-owned Assets Secondary Domestic 67 Investment & Operation tier non-financial Fuzhou, Fujian Investment and management 5,582 100 100 5,582 Other Co.,Ltd. subsidiary subsidiaries

Serial Place of Registered Shareholding Voting Investment Name of company Grade Enterprise type Nature of business Acquisition method number registration capital ratio (%) rights (%) amount

Secondary Domestic 68 Fuleda Industrial Co.,Ltd. tier non-financial Beijing Investment and management 3,000 100 100 3,471 Other subsidiary subsidiaries Secondary Overseas 69 Land Hot (Hong Kong) Ltd. tier Hong Kong Investment and management 885 100 100 885 Other subsidiaries subsidiary Secondary Domestic Fuzhou Mindu Grand Hotel 70 tier non-financial Fuzhou, Fujian Hotel services 1,500 100 100 1,500 Other Co.,Ltd subsidiary subsidiaries Secondary Domestic Fujian Haixia Financial 71 tier non-financial Fuzhou, Fujian finance lease 140,000 100 100 140,000 Other Leasing Co.,Ltd. subsidiary subsidiaries Domestic Fujian Mintou Commercial Third tier Investment 72 financial Xiamen, Fujian Business factoring 60,000 100 100 10,000 Factoring Co.,Ltd. subsidiary establishment subsidiary Secondary Domestic Fujian Huaxing Investment 73 tier non-financial Fuzhou, Fujian Investment and management 1,100 100 100 1,100 Other Management Co.,Ltd. subsidiary subsidiaries – F-82 Secondary Domestic Fujian Huaxing Haixia Investment 74 tier non-financial Fuzhou, Fujian finance lease 18,453 100 100 18,453 Financial Leasing Co.,Ltd. establishment subsidiary subsidiaries Secondary Domestic Fujian Huaxing (Sanming) 75 tier financial Sanming, Fujian pawn 10,000 80 80 8,000 Other Pawn Co.,Ltd. subsidiary subsidiary Secondary Domestic Huaxing (Xiamen) Pawn Investment 76 tier financial Xiamen, Fujian pawn 10,000 100 100 10,000 Co.,Ltd. establishment subsidiary subsidiary Secondary Domestic Fujian Huaxing (Quanzhou) Quanzhou, Investment 77 tier financial pawn 10,000 100 100 10,000 Pawn Co.,Ltd. Fujian establishment subsidiary subsidiary Secondary Domestic Fujian Huaxing (Longyan) Investment 78 tier financial Longyan, Fujian pawn 5,000 60 60 3,000 Pawn Co.,Ltd. establishment subsidiary subsidiary Secondary Domestic Fujian Huaxing (Putian) Investment 79 tier financial Putian, Fujian pawn 5,000 100 100 5,000 Pawn Co.,Ltd. establishment subsidiary subsidiary Secondary Domestic Fujian Huahongda Auction 80 tier non-financial Fuzhou, Fujian auction 1,000 100 100 1,000 Other House Co.,Ltd. subsidiary subsidiaries Secondary Domestic Fujian Huaxing (Sanming) Investment 81 tier non-financial Sanming, Fujian Investment and management 10,000 60 60 6,000 Financial Holdings Co.,Ltd. establishment subsidiary subsidiaries Overseas 78,199.06 Investment 82 Vigour Fine Company Limited Subsidiary Hong Kong Investment and management 100.00 100.00 69,304 subsidiaries н⑥ݹ establishment Serial Place of Registered Shareholding Voting Investment Name of company Grade Enterprise type Nature of business Acquisition method number registration capital ratio (%) rights (%) amount

Secondary Overseas 171,537.66 Business combination 83 Min Xin Holdings Ltd. Hong Kong Investment and management 59.53 59.53 122,940 tier subsidiary subsidiaries н⑥ݹ under different control Domestic Fujian Huaxing Venture Investment 84 Subsidiary non-financial Fuzhou, Fujian Venture capital business 70,100 100 100 75,262 Capital Investment Co.,Ltd. establishment subsidiaries Secondary Domestic Fujian Huake Venture Capital Investment 85 tier non-financial Fuzhou, Fujian Venture capital business 19,699 98.98 98.98 20,606 Investment Co.,Ltd. establishment subsidiary subsidiaries Fujian Huaxing Runming Secondary Domestic Investment 86 Venture Capital Investment tier non-financial Sanming, Fujian Venture capital business 11,000 62.5 62.5 6,875 establishment Co.,Ltd. subsidiary subsidiaries Chuangxinhuijin δLongyanεSecondary Domestic Investment 87 tier non-financial Longyan, Fujian Venture capital business 7,035 60.2 60.2 4,235 Venture Capital Corporation establishment (Limited Partnership) subsidiary subsidiaries Domestic Fujian Venture Investment Investment 88 Subsidiary non-financial Fuzhou, Fujian Venture capital business 1,000 70 70 700 Management Co.,Ltd. establishment subsidiaries

– F-83 Domestic Fujian Huaxing Emerging Investment 89 Subsidiary non-financial Fuzhou, Fujian Venture capital business 12,600 75 75 9,450 Venture Investment Co.,Ltd. establishment subsidiaries Fujian Chuangxintongfu Secondary Domestic Investment 90 Equity Investment Limited tier non-financial Pingtan, Fujian Venture capital business 30,000 100 100 6,609 establishment Partnership subsidiary subsidiaries Fujian Huaxingrunfu Secondary Domestic Investment Investment 91 tier non-financial Sanming, Fujian Venture capital business 10,000 100 100 9,998 Corporation(Limited establishment subsidiary subsidiaries Partnership) Fujian Fuzhou Secondary Domestic Chuangxinchuangfu Equity Investment 92 tier non-financial Fuzhou, Fujian Venture capital business 100,000 100 100 37,107 Investment Corporation establishment subsidiary subsidiaries (Limited Partnership) Xiamen Chuangxinxingke Domestic Equity Investment Investment 93 Subsidiary non-financial Xiamen, Fujian Venture capital business 100,000 100 100 12,100 Corporation (Limited establishment subsidiaries Partnership) Domestic Real estate investment Xiamen Zhongmin Investment 94 Subsidiary non-financial Xiamen, Fujian management and related 1,000 100 100 1,094 Investment Co.,Ltd. establishment subsidiaries consulting services Overseas Investment 95 Golden Rewards Limited Subsidiary Hong Kong Investment and management 104 100 100 104 subsidiaries establishment Domestic Fujian Jiwei House Rental Property leasing, management, 96 Subsidiary non-financial Fuzhou, Fujian 74 100 100 362 Other Co.,Ltd. etc subsidiaries Serial Place of Registered Shareholding Voting Investment Name of company Grade Enterprise type Nature of business Acquisition method number registration capital ratio (%) rights (%) amount

Fujian Putian Mintou Domestic Construction of wind power Investment 97 Offshore Wind Power Subsidiary non-financial Putian, Fujian 48,000 90 90 43,200 project, etc establishment Co.,Ltd. subsidiaries Domestic Ningde Mintou Offshore Construction of wind power Investment 98 Subsidiary non-financial Xiapu, Fujian 5,000 80 80 2,400 Wind Power Co.,Ltd. project, etc establishment subsidiaries Domestic Xiapu Mindong Offshore Construction of wind power Investment 99 Subsidiary non-financial Xiapu, Fujian 5,000 51 51 51 Wind Power Co.,Ltd. project, etc establishment subsidiaries Domestic Fujian Nanping Paper Investment 100 Subsidiary non-financial Nanping, Fujian manufacturing 55,000 100 100 56,658 Co.,Ltd. establishment subsidiaries Secondary Domestic Fujian Hequan Biological Business combination 101 tier non-financial Nanping, Fujian manufacturing 6,000 66.67 66.67 10,000 Technology Co., under different control subsidiary subsidiaries Domestic Fujian He yi Agricultural Business combination 102 Subsidiary non-financial Nanping, Fujian Investment and management 6,386 71 71 6,203

– F-84 Development Co.,Ltd. under different control subsidiaries Secondary Domestic Shanghai Pudong Tianchu Cultivation and sales of edible Business combination 103 tier non-financial Shanghai 3,800 58.59 58.59 1,502 Fungus Industry Co.,Ltd. fungi under different control subsidiary subsidiaries

Taiwai Mintou Economic Overseas 3.26 ӵ᯦ਦ Investment 104 Subsidiary Taiwan Trade 100 100 6,879 Development Co,.Ltd. subsidiaries ᐷ establishment

Domestic Fujian Xingguang Paper 105 Subsidiary non-financial Nanping, Fujian Pulp, paper and paper products 8,000 100 100 8,240 Other Co.,Ltd. subsidiaries Secondary Domestic 106 Fujian Yanjin Paper Co.,Ltd. tier non-financial Nanping, Fujian Paper products manufacturing 2,288 80.8 80.8 1,849 Other subsidiary subsidiaries Fujian Nanping Yansheng Secondary Domestic 107 Property Management tier non-financial Nanping, Fujian estate management 71 73.87 73.87 52 Other Co.,Ltd. subsidiary subsidiaries Secondary Domestic Fujian Nanping Jiafu 108 tier non-financial Nanping, Fujian LPG retail 283 100 100 283 Other Industrial & Trade Co.,Ltd. subsidiary subsidiaries Secondary Domestic Fujian Nanping Runxing 109 tier non-financial Nanping, Fujian Core processing 400 100 100 Other Integrated Factory subsidiary subsidiaries

Serial Place of Registered Shareholding Voting Investment Name of company Grade Enterprise type Nature of business Acquisition method number registration capital ratio (%) rights (%) amount

Fujian Nanping Xingguang Secondary Domestic Mechanical and electrical 110 Equipment Installation tier non-financial Nanping, Fujian installation engineering 161 100 100 Other Co.,Ltd. subsidiary subsidiaries construction Fujian Nanping Xingguang Secondary Domestic 111 Industrial Installation tier non-financial Nanping, Fujian equipment installation 368 100 100 434 Other Co.,Ltd. subsidiary subsidiaries Secondary Domestic Fujian Jinxing Commercial Business combination 112 tier non-financial Fuzhou, Fujian Trade, warehousing 500 100 100 694 Development Co.,Ltd. under different control subsidiary subsidiaries Construction and development Domestic of geothermal, thermal, Fujian Mintou Electric Power Investment 113 Subsidiary non-financial Fuzhou, Fujian hydraulic, marine energy and 4,000 100 100 8,300 Co.,Ltd. establishment subsidiaries other power generation projects and distributed energy Secondary Domestic Business combination Pingtan Mintou New Energy 114 tier non-financial Pingtan, Fujian Power supply, etc 2,000 70 70 912 not under the same

– F-85 Co.,Ltd. subsidiary subsidiaries control

Domestic Fujian Yongtai Mintou Construction of Pumped Storage Investment 115 Subsidiary non-financial Fujian Yongtai 134,609 51 51 33,660 Pumped Storage Co., Ltd. Power Station establishment subsidiaries

Domestic Fujian Mintou Industrial Investment and asset Business combination 116 Subsidiary non-financial Ningde, Fujian 50,000 95 95 12,287 Zone Development Co.,Ltd. management under different control subsidiaries

Domestic Fujian Industrial Equity Non Securities equity Investment 117 Subsidiary non-financial Pingtan, Fujian 800,000 60 60 280,795 Investment Fund Co., Ltd. investment establishment subsidiaries

Fujian Leading Industrial Secondary Domestic Non Securities equity Investment 118 Fund Corporation (Limited tier non-financial Pingtan, Fujian 400,000 50 83.04 146,835 investment establishment Partnership) subsidiary subsidiaries

Fujian Local Industry Equity Secondary Domestic Non Securities equity Investment 119 Investment Fund Corporation tier non-financial Pingtan, Fujian 400,000 50 92.07 116,080 investment establishment (Limited Partnership) subsidiary subsidiaries

Fujian Province Graphene Secondary Domestic Industry Investment Non Securities equity Investment 120 tier non-financial Fuzhou, Fujian 50,000 80 80 8,000 Corporation (Limited investment establishment subsidiary subsidiaries Partnership) Serial Place of Registered Shareholding Voting Investment Name of company Grade Enterprise type Nature of business Acquisition method number registration capital ratio (%) rights (%) amount

Fujian Province Gulei Secondary Domestic Petrochemical Equity Non Securities equity Investment 121 tier non-financial Fuzhou, Fujian 400,001 100 100 400,001 Investment Corporation investment establishment subsidiary subsidiaries (Limited Partnership)

Fujian Pilot Free Trade Zone Domestic Investment and asset Investment 122 Mintou Development Subsidiary non-financial Pingtan, Fujian 100,000 75 75 7,500 management establishment Co.,Ltd. subsidiaries Domestic Fujian Province Mintou Investment 123 Subsidiary non-financial Fuzhou, Fujian power supply 20,100 100 100 20,100 Power Distribution Co.,Ltd. establishment subsidiaries

Engineering and technical research and experimental development; Selling electricity; Secondary Domestic non Jinjiang Mintou Power Power facilities for installation, Investment 124 tier financial Jinjiang, Fujian 10,000 51 51 3,060 Storage Technology Co.,Ltd. repair and test; Contract energy establishment subsidiary subsidiaries management; Energy saving – F-86 technology promotion services; Electrical equipment leasing

Domestic Fujian Huatou Investment 125 Subsidiary non-financial Fuzhou, Fujian Investment and management 20,975 100 100 187,772 Other Co.,Ltd. subsidiaries Domestic Development, construction and Nanping Mintou Power Investment 126 Subsidiary non-financial Nanping, Fujian operation of distribution 10,000 95 95 475 Distribution Co.,Ltd. establishment subsidiaries network Chuangxin (Longyan) Domestic Technology Investment Investment 127 Subsidiary non-financial Longyan, Fujian Investment and management 15,050 66.78 66.78 2,010 Corporation (Limited establishment subsidiaries Partnership)

The reasons why the parent company has less than half of the voting rights of the investee but can control the investee (amount unit: CNY 10000) Shareholding Serial Name of Register capital Investment Reasons for including ratio Voting rights Grade number company amount in merge δ%ε CNOOC F Accounting for more Secondary ujian New than half of the board 1 50.00 50.00 21,912 12,009 tier Energy Co. members, with actual subsidiary ,Ltd control CNOOC It is the largest (Zhangzho shareholder of the Third tier company and can 2 u) New 50.00 50.00 2,000 1,000 subsidiary control the main Energy business activities of Co.,Ltd. the company

7.2 Changes in the Scope of Merger

7.2.1 Entities that are Newly Consolidated during the reporting period (Amount unit:

CNY 10000) Register Shareholding Investment Acquisition Name of subsidiaries Grade capital ratioδ%ε amount method Fujian Mintou Commercial Factoring Third tier Investment 60,000 100 10,000 Co.,Ltd. subsidiary establishment Chuangxin (Longyan) Technology Investment Investment Corporation (Limited Subsidiary 15,050 66.78 2,010 establishment Partnership) Secondary tier Investment Hengfu(Nanping) Real Estate Co.,Ltd. 500 100 200 subsidiary establishment Secondary tier Investment Huafu(Nanping) Real Estate Co.,Ltd. 500 100 200 subsidiary establishment Fujian Putian Mintou Offshore Wind Investment Subsidiary 5,000.00 100.00 5,000.00 Power Co.,Ltd. establishment Ningde Mintou Offshore Wind Power Investment Subsidiary 5,000.00 80.00 2,400.00 Co.,Ltd. establishment Xiapu Mindong Offshore Wind Power Investment Subsidiary 5,000.00 51.00 51.00 Co.,Ltd. establishment Investment Fujian Railway Investment Fund Co.,Ltd. Subsidiary 300,100.00 100.00 300,100.00 establishment Xiamen Chuangxinxingke Equity Investment Investment Corporation (Limited Subsidiary 5,100.00 100.00 5,100.00 establishment Partnership) Zhongmin(Fujin) Biomass Thermal Power Secondary tier Investment 6,000.00 100.00 2,000.00 Co.,Ltd subsidiary establishment Secondary tier Investment Futou(Nanping) Real Estate Co.,Ltd. 27,981.00 100.00 27,681.00 subsidiary establishment Chuangxinhuijin δLongyanεVenture Secondary tier Investment 5,025.00 60.20 3,025.00 Capital Corporation (Limited Partnership) subsidiary establishment

– F-87 – Register Shareholding Investment Acquisition Name of subsidiaries Grade capital ratioδ%ε amount method Business Secondary tier combination not Pingtan Mintou New Energy Co.,Ltd. 2,000.00 70.00 912.00 subsidiary under the same control Business Zhongfu Haixia (Pingtan) Water Third tier combination 5,000.00 100.00 6,290.00 Engineering Co.,Ltd. subsidiary under different control Nanping Mintou Power Distribution Investment Subsidiary 10,000.00 95.00 475.00 Co.,Ltd. establishment Fujian Huatou Investment Co.,Ltd. Subsidiary 20,974.86 100.00 162,772.00 Other Fujian Fuzhou Chuangxinchuangfu Equity Investment Investment Corporation (Limited Subsidiary 100,000.00 100.00 establishment Partnership) Jinjiang Mintou Power Storage Technology Secondary tier Investment 10,000.00 51.00 3,060.00 Co.,Ltd. subsidiary establishment Fujian Province Gulei Petrochemical Secondary tier Investment Equity Investment Corporation (Limited 400,001.00 100.00 400,001.00 subsidiary establishment Partnership)

7.2.2 Subsidiaries within the scope of consolidation reduced in the reporting period

(Amount unit amount: CNY 10000) Shareholding Investment Name of subsidiaries Grade Register capital Reduce method ratioδ%ε amount

Zhongmin-CNOOC Gas Power Third tier Merger by 10,000 100 8,418 Co.,Ltd. subsidiary absorption

Secondary tier Liquidation Zhongmin (Mulei) Energy Co.,Ltd. 13,000.00 100.00 13,000.00 subsidiary cancellation

Zhongmin (Mulei) Wind Power Secondary tier Transfer the 10,000.00 85.00 Co.,Ltd. subsidiary possession of

Zhongmin (Mulei) Photoelectric Secondary tier Liquidation 10,000.00 92.00 Power Co.,Ltd. subsidiary cancellation

Fujian Nanping Nanfang Industrial & Secondary tier Liquidation 170.00 88.24 150.00 Trade Co.,Ltd. subsidiary cancellation

Fujian Nanping Yanlong Paper Secondary tier Liquidation 62.00 59.68 37.00 Engineering Co.,Ltd. subsidiary cancellation

Secondary tier Transfer the Futou (Nanping) Real Estate Co.,Ltd. 27,981.00 100.00 27,681.00 subsidiary possession of

Taicang Jiangcheng City Wastewater Fourth tier Transfer the 1,600.00 100.00 1,704.00 Treatment Co.,Ltd, subsidiary possession of

Zhangzhou Hualong City Wastewater Fourth tier Liquidation 300.00 93.00 279.00 Treatment Co.,Ltd. subsidiary cancellation

Fujian Nanping Paper Biomass Fiber Secondary tier Liquidation 3,000.00 100.00 3,000.00 Co.,Ltd. subsidiary cancellation

Shanghai Hexu Agricultural and Secondary tier Liquidation 100.00 100.00 100.00 Sideline Products Co,,Ltd. subsidiary cancellation

– F-88 – 7.3 Reasons That the Parent Has No Control of the Investee When It Directly Owns or

Indirectly Owns Through Other Subsidiaries More Than Half of the Voting Rights Over the

Investee (Amount unit:CNY 10000) Proportion of Reason for not Serial Registered Type of Name of subsidiary shares Investment Level being number capital company (%) consolidated Fujian Huafu Domestic (Engineering) non-fina Shut down, and 1 Construction 100.00 331 331 Subsidiary ncial transfer Development subsidiar Co.,Ltd. ies Overseas Hong Kong Chung non-fina It has entered the 2 Min Company 100.00 68 68 Subsidiary ncial process of sorting Limited subsidiar out and rectifying ies Domestic Xiamen Huakai Shut down, and non-fina Economic Third tier transfer 3 100.00 345 345 ncial Development subsidiary (liquidation subsidiar Co.,Ltd. started in 2015) ies Domestic Fujian Hengda non-fina Economic Third tier Shut down, and 4 100.00 3,320 3,320 ncial Technology subsidiary transfer subsidiar Consulting Co.,Ltd. ies Domestic Fuzhou Pilot Free non-fina Trade Zone Third Shut down, and 5 80.00 1,300 1,040 ncial Huacheng Industrial tiersubsidiary transfer subsidiar Co.,Ltd. ies Overseas Fancy Time Third tier Shut down, and 6 100.00 enterpris Investment Limited subsidiary transfer es Domestic Ningde Tianrun non-fina Third Shut down, and 7 Economics and 90.00 68 61.20 ncial tiersubsidiary transfer Trade Co.,Ltd. subsidiar ies Domestic Fujian non-fina It has entered the Shijiyangguang Real Third tier 8 100.00 800 800 ncial process of sorting Estate Development subsidiary subsidiar out and rectifying Co.,Ltd. ies Overseas Sino Earn Holding Secondary tier Insolvent and 9 100.00 1,060.60 1,060.60 enterpris Limited subsidiary unsustainable es Overseas Jian Xing Finance Secondary tier Insolvent and 10 100.00 1,075.10 1,075.10 enterpris Limited subsidiary unsustainable es Fujian Xingguang Domestic Paper New non-fina Secondary tier Shut down, and 11 Technology 100.00 60 141.88 ncial subsidiary transfer Research and subsidiar Development Center ies Domestic non-fina Xiamen Huaxin Secondary tier Shut down, and 12 100.00 1,000 918.47 ncial Leasing Co.,Ltd. subsidiary transfer subsidiar ies

– F-89 – 8. Notes to Main Items of Consolidated Financial Statements

For the year ended 31 December, 2018-2020.

8.1 Cash and Cash Equivalents Item 2020 2019 2018

Cash on hand 340,224.69 285,970.24 350,673.51

Bank deposits 11,348,961,470.98 10,318,133,851.43 10,512,707,090.39

Other cash balances 4,959,046,713.76 4,164,536,492.44 3,446,801,874.42

Total 16,308,348,409.43 14,482,956,314.11 13,959,859,638.32

Including: Total amount placed overseas 303,427,804.28 188,152,668.60 259,562,990.63

At the end of the year, The restricted cash/bank balances are as follows: Item 2020 2019 2018

Performance bond 29,000,000.00 23,000,000.00 28,000,000.00

Time deposit or notice deposit for guarantee 210,557,828.00 204,538,684.00 200,078,360.00

Pledge deposit, etc. 170,624,868.41 169,625,414.32 183,595,960.95

Total 410,182,696.41 397,164,098.32 411,674,320.95

8.2 Financial Assets Measured at Fair Value and the Changes Included in Current

Profits or Losses. Item 2020 2019 2018

Financial assets held for trading 44,309,761.98 90,278,746.53 2,245,207.64

Including: equity instrument investments 44,309,761.98 90,278,746.53 2,245,207.64

Financial assets designated as at fair value through profit or loss 50,233,407.88

Other 50,233,407.88

Total 44,309,761.98 90,278,746.53 52,478,615.52

8.3 Notes Receivable

8.3.1 Classification of notes receivale: 2020 Classification Gross carrying amount Allowance for doubtful accounts Carrying amount

Bank acceptance draft 78,908,557.28 78,908,557.28

Commercial acceptance draft 500,000.00 500,000.00

Total 79,408,557.28 79,408,557.28

– F-90 – (Continued)

2019 Type Gross carrying amount Allowance for doubtful accounts Carrying amount

Bank acceptance draft 9,346,823.28 9,346,823.28

Commercial acceptance draft 2,400,000.00 2,400,000.00

Total 11,746,823.28 11,746,823.28

(Continued)

2018 Type Gross carrying amount Allowance for doubtful accounts Carrying amount

Bank acceptance draft 66,717,182.14 66,717,182.14

Commercial acceptance draft

Total 66,717,182.14 66,717,182.14

8.4 Trade receivables 2020

Type Gross carrying amount Allowance for doubtful accounts

Amount Proportion (%) Amount Proportion (%)

Trade receivables that are individually significant and 213,672,216.42 10.81 210,439,825.63 98.49 individually assessed for impairment

Trade receivables that are collectively assessed for impairment as in a group of 1,688,317,898.40 85.44 219,953,203.37 13.03 receivables of shared credit risk characteristics

Trade receivables that are individually not significant but 60,953,629.11 3.08 55,116,688.31 90.42 are individually assessed for impairment

Accounts receivable with single provision for bad debts 12,999,526.44 0.67 7,299,971.36 56.16 (Application of new standards)

Total 1,975,943,270.37 100.00 492,809,688.67 24.94

– F-91 – (Continued)

2019

Type Gross carrying amount Allowance for doubtful accounts

Amount Proportion (%) Amount Proportion (%)

Trade receivables that are individually significant and 233,578,775.19 16.79 163,678,400.82 70.07 individually assessed for impairment

Trade receivables that are collectively assessed for impairment as in a group of 1,082,028,085.20 77.79 194,413,717.97 17.97 receivables of shared credit risk characteristics

Trade receivables that are individually not significant but 58,754,544.51 4.22 48,048,437.28 81.78 are individually assessed for impairment

Accounts receivable with single provision for bad debts 16,683,860.03 1.20 4,893,346.08 29.33 (Application of new standards)

Total 1,391,045,264.93 100.00 411,033,902.15 29.55

(Continued) 2018

Type Gross carrying amount Allowance for doubtful accounts

Amount Proportion (%) Amount Proportion (%)

Trade receivables that are individually significant and 263,794,991.53 19.20 178,346,982.49 67.61 individually assessed for impairment

Trade receivables that are collectively assessed for impairment as in a group of 1,058,853,399.03 77.06 184,703,569.31 17.44 receivables of shared credit risk characteristics

Trade receivables that are individually not significant but 42,194,038.32 3.07 33,831,450.17 80.18 are individually assessed for impairment

Accounts receivable with single provision for bad debts 9,258,039.07 0.67 8,673,039.07 93.68 (Application of new standards)

Total 1,374,100,467.95 100.00 405,555,041.04 29.51

– F-92 – Note: As of December 31, 2020, there is no debt of shareholders who holding more than 5%

(including 5%) voting shares of the company.

8.4.1 As of December 31, 2020, Trade Receivables that are Individually Significant and Individually Assessed for Impairment (top 10 items of closing balance):

Gross carrying Allowance for Proportion Debtor name Aging Reason for recognition amount doubtful accounts (%)

2-3 years CNY Fujian Jianyang 13,682,213.38θ3-4 Wuyi monosodium 43,155,328.23 43,155,328.23 100.00 It is not expected to be recovered years CNY glutamate Co., Ltd 29,473,114.85 Due to the uncertainty of the nature and realization of the mortgaged and pledged goods, Fujian Mingxi based on the principle of Huaxing small loan 23,230,000.00 23,230,000.00 Over 5 years 100.00 prudence, it is calculated and Co., Ltd withdrawn in full according to the balance of compensation receivable If the project is compensated and Fujian Changxing involved in litigation, the bad Shipbuilding 21,555,373.04 21,555,373.04 Over 5 years 100.00 debt shall be withdrawn Industry Co., Ltd according to the estimated loss Due to the uncertainty of the nature and Realization of the mortgaged and pledged goods, Yuanhua energy based on the principle of technology (Fujian) 16,955,641.38 16,955,641.38 Over 5 years 100.00 prudence, it is calculated and Co., Ltd withdrawn in full according to the balance of compensation receivable 1-2 years CNY1,579,357.97χ2-3 This is the compensation expense years CNY of proportional re guarantee, and Nanping Rongqiao 2,380,766.29χ3-4 years the recovery time can not be Financing Guarantee 16,316,321.52 14,381,930.73 CNY3,581,070.76χ4-5 88.14 expected, so the bad debt is Co., Ltd years CNY withdrawn according to the 6,365,166.00χover 5 estimated loss of the specific years CNY project 2,409,960.50. If the project is compensated and Fu'an Dongming involved in litigation, the bad Shipbuilding Co., 15,816,437.21 15,816,437.21 Over 5 years 100.00 debt shall be withdrawn Ltd according to the estimated loss Due to the uncertainty of the nature and Realization of the mortgaged and pledged goods, Fuzhou ruiyitang based on the principle of Pharmaceutical 13,697,026.77 13,697,026.77 Over 5 years 100.00 prudence, it is calculated and Technology Co., Ltd withdrawn in full according to the balance of compensation receivable If the project is compensated and Yong'an Xuchang involved in litigation, the bad 11,625,759.67 11,625,759.67 Over 5 years 100.00 Industrial Co., Ltd debt shall be withdrawn according to the estimated loss If the project is compensated and Sanya Dongmin Bus involved in litigation, the bad 8,705,030.50 8,705,030.50 Over 5 years 100.00 Co., Ltd debt shall be withdrawn according to the estimated loss If the project is compensated and Fuzhou fuyoufa involved in litigation, the bad 8,617,464.97 8,617,464.97 Over 5 years 100.00 Trading Co., Ltd debt shall be withdrawn according to the estimated loss

Total 179,674,383.29 177,739,992.50

– F-93 – 8.4.2 Trade Receivables that are Collectively Assessed for Impairment as in a Group of

Receivables of Shared Credit Risk Characteristics

(1) Using Aging Analysis Method 2020

Aging Gross carrying amount Allowance for Allowance fordoubtful accounts Amount Proportion (%)

Within 1 year 167,986,372.90 41.87 1,391.02

1-2 years 40,583,904.60 10.12 4,058,387.53

2-3 years 18,313,445.95 4.56 5,494,033.79

3-4years 11,998,291.39 2.99 5,505,799.56

4-5 years 4,830,991.30 1.20 3,706,536.12

Over 5 years 157,494,740.39 39.26 157,494,740.39

Total 401,207,746.53 100.00 176,260,888.41

(Continued) 2019

Aging Gross carrying amount Allowance for Allowance fordoubtful accounts Amount Proportion (%)

Within 1 year 141,114,872.35 40.74 141.69

1-2 years 26,018,013.05 7.51 2,601,617.65

2-3 years 12,912,367.00 3.73 3,380,363.94

3-4years 5,262,296.58 1.52 2,524,492.53

4-5 years 3,584,283.31 1.03 2,867,071.08

Over 5 years 157,451,981.14 45.46 157,451,981.14

Total 346,343,813.43 100.00 168,825,668.03

(Continued) 2018

Aging Gross carrying amount Allowance for Allowance fordoubtful accounts Amount Proportion (%)

Within 1 year 179,275,876.49 47.59 76.52

1-2 years 24,199,427.74 6.42 2,279,836.24

2-3 years 6,536,430.90 1.73 1,854,273.51

3-4years 3,764,247.99 1.00 1,877,282.92

4-5 years 2,886,210.29 0.77 2,226,869.78

Over 5 years 160,084,571.12 42.49 160,084,571.12

Total 376,746,764.53 100.00 168,322,910.09

– F-94 – (2) Using Percentage of Receivables Method or Other Portfolio Methods 2020 Item Provision for bad Book balance Proportion (%) debt Related parties portfolio - receivables with other 86,208,997.54 related parties Special receivable portfolio - other receivables 28,335,158.92 recovered with guarantee conditions Implementation of new financial instrument 1,172,565,995.41 3.73 43,692,314.96 standards portfolio (application of new standards) Total 1,287,110,151.87 3.39 43,692,314.96

(Continued) 2019 Item Provision for bad Book balance Proportion (%) debt Related parties portfolio - receivables with other 30,166,475.56 related parties Special receivable portfolio - other receivables 16,686,940.91 recovered with guarantee conditions Implementation of new financial instrument 688,830,855.30 3.71 25,588,049.94 standards portfolio (application of new standards) Total 735,684,271.77 3.48 25,588,049.94

(Continued) 2018 Item Provision for bad Book balance Proportion (%) debt Related parties portfolio - receivables with other 4,361,378.07 related parties Special receivable portfolio - other receivables 172,777,776.24 recovered with guarantee conditions Implementation of new financial instrument 504,967,480.19 3.24 16,380,659.22 standards portfolio (application of new standards) Total 177,139,154.31 9.25 16,380,659.22

8.4.3 Trade Receivables that are Individually not significant But are Individually

Assessed for Impairment at Year End (top 5 of closing balance) Allowance for doubtful Proportion Debtor name Gross carrying amount Aging Reason for recognition accounts (%) If the project is compensated and involved Ningde Zeus Investment in litigation, the bad debt 4,952,086.80 1,272,076.80 Over 5 years 25.69 Co., Ltd shall be withdrawn according to the estimated loss Due to the uncertainty of the nature and Realization of the mortgaged and pledged goods, based on Fuzhou huazhixin Stone the principle of prudence, 4,895,756.13 4,895,756.13 Over 5 years 100.00 Trading Co., Ltd it is calculated and withdrawn in full according to the balance of compensation receivable

– F-95 – Allowance for doubtful Proportion Debtor name Gross carrying amount Aging Reason for recognition accounts (%) If the project is compensated and involved Xiamen Ruixuan in litigation, the bad debt 4,082,666.67 4,082,666.67 Over 5 years 100.00 Clothing Co., Ltd shall be withdrawn according to the estimated loss If the recovery time cannot be expected, the Fujian Jinhaixia bad debt shall be Financing Guarantee Co., 3,804,249.84 3,803,659.04 4-5 years 99.98 withdrawn according to Ltd the estimated loss of the specific project If the recovery time cannot be expected, the Longyan Longjin bad debt shall be Financing Guarantee Co., 3,800,000.00 2,470,000.00 4-5 years 65.00 withdrawn according to Ltd the estimated loss of the specific project

Total 21,534,759.44 16,524,158.64

8.4.4 Top Five Debtors According to Closing Balances

Proportion in total Provision for bad Name of debtor Book balance accounts receivableδ%ε debt State Grid Fujian Electric Power Co., Ltd 896,417,021.59 45.37 33,659,274.80 State Grid Heilongjiang Electric Power Co., 139,988,783.90 7.08 9,478,545.81 Ltd Fujian Yongrong Technology Co., Ltd 60,149,312.95 3.04 Hami power supply company of State Grid 58,532,804.76 2.96 2,482,679.48 Xinjiang electric power company Fujian Jianyang Wuyi monosodium glutamate 43,155,328.23 2.18 43,155,328.23 Co., Ltd Total 1,198,243,251.43 60.64 88,775,828.32

8.5 Advances to suppliers

8.5.1 Aging Analysis 2020 2019 2018 aging Proportion Proportion Proportion Amount Amount Amount (%) (%) (%) Within 1 year 142,038,159.68 63.15 139,445,993.43 67.71 314,464,375.62 93.97

1 - 2 years 56,487,085.00 25.11 56,101,277.54 27.24 4,839,226.38 1.45

2 - 3 years 21,330,375.83 9.48 1,843,283.34 0.89 6,194,359.31 1.85

Over 3 years 5,070,364.48 2.26 8,568,557.48 4.16 9,144,453.37 2.73

Total 224,925,984.99 100.00 205,959,111.79 100.00 334,642,414.68 100.00

Note: there is no debt of shareholders who holding more than 5% (including 5%) voting shares of the company in the final prepayment.

– F-96 – 8.5.2 Significant Advances to Suppliers Aged Over One Year Reason for Creditor Debtor Closing balance Aging outstanding 1-2 years CNY Fujian Yongtai Pumped Storage Power The project has Fujian Yongtai Mintou 20,603,621.00χ Station Project Department of Sinohydro 35,116,716.00 not yet been Pumped Storage Co., Ltd 2-3years CNY Bureau 16 Co., Ltd completed 14,513,095.00 Project Management Department of 1-2 years CNY The project has Fujian Yongtai Mintou Fujian Yongtai pumped storage power 29,753,714.00 25,196,421.00χ2-3 not yet been Pumped Storage Co., Ltd station of Sinohydro Bureau 14 Co., Ltd years CNY 4,557,293.00 completed The First Branch of Fujian 2-3 years CNY The project has Fujian Dongdu Construction Engineering Min'an Construction 3,112,225.48 1,552,268.48χOver 3 not yet been Co., Ltd Engineering Co., Ltd years CNY 1,559,957.00 completed Fujian Mintou Electric Advance payment Qingdao terede Electric Co., Ltd 2,918,645.10 1-2 years Power Co., Ltd for equipment The project has Fujian Yongtai Mintou Changjiang space information technology 2,388,399.00 1-2 years not yet been Pumped Storage Co., Ltd Engineering Co., Ltd. (Wuhan) completed Fujian Mintou Electric Advance payment Shenzhen KeSiDa Technology Co., Ltd 1,928,700.00 1-2 years Power Co., Ltd for equipment Fujian Mintou Electric Advance payment Fujian Nanping sun Cable Co., Ltd 943,702.80 1-2 years Power Co., Ltd for equipment Fujian Nanping South Paper Fujian Jian'ou Longteng fuel material Co., 861,131.01 Over 3 years Unsettled funds Co., Ltd Ltd The project has Fujian Yongtai Mintou Shilin Construction Industry Co., Ltd 454,134.80 1-2 years not yet been Pumped Storage Co., Ltd completed Fujian Investment Group Fujian Rongqi Construction Engineering Unsettled project 400,000.00 Over 3 years (Fuqing) Water Co., Ltd Co., Ltd funds

Total 77,877,368.19

8.5.3 TOP Five Advances to Suppliers Classified by Debtors at Year End Proportion of Allowance Debtor name Gross carrying amount total advances to for doubtful suppliers (%) accounts Fujian Yongtai Pumped Storage Power Station Project 55,720,337.00 24.77 Department of Sinohydro Bureau 16 Co., Ltd Project Management Department of Fujian Yongtai pumped storage power station of Sinohydro Bureau 14 29,753,714.00 13.23 Co., Ltd ICBC Macau Branch 27,346,959.47 12.16 Electromechanical installation of Fujian Yongtai pumped storage power station of Sinohydro Bureau 14 24,077,838.00 10.70 Co., Ltd Fujian sales branch of Cnooc Gas & Power Group Co., 13,195,704.20 5.87 Ltd Total 150,094,552.67 66.73

8.6 Other Receivables Item 2020 2019 2018

Interests receivable 141,705,285.19 141,196,230.39 92,990,854.34

Dividends receivable 8,731,874.06 11,388,999.69 147,457,710.29

Others receivables 1,886,499,857.20 1,843,767,089.33 3,217,441,358.06

Total 2,036,937,016.45 1,996,352,319.41 3,457,889,922.69

– F-97 – 8.6.1 Interests receivable

(1) Classification of Interests Receivable Item 2020 2019 2018

Time deposits 36,961,719.30 24,796,151.58 5,728,590.21

Entrusted loans 28,360.14 28,360.14 28,360.14

Bond investments 6,379,937.97 7,889,141.05 6,518,004.81

Others 98,335,267.78 108,482,577.62 80,715,899.18

Total 141,705,285.19 141,196,230.39 92,990,854.34

Note: interests receivable - others are mainly interest receivable from Fujian Automotive

Industry Group Co., Ltd.

8.6.2 Dividends receivable

As for December 31, 2020, information as follow: Any impairment loss Item Closing balance Reason for being uncollectible incurred and its basis Dividends receivable aged within one year 8,731,874.06 ——

In November 2020, shareholders Yuanxiang (Fuzhou) International Airport 4,730,717.50 decided to distribute the shares, to No Co., Ltd be recovered

In December 2020, shareholders Minxin Changhui Investment Co., Ltd 4,001,156.56 decided to distribute the shares to No be recovered

Total 8,731,874.06

8.6.3 Other receivables 2020

Classification Gross carrying amount Allowance for doubtful accounts Proportion Proportion Amount Amount (%) (%) Other receivables that are individually significant and individually assessed 245,841,396.35 7.98 230,710,577.78 93.85 for impairment Other receivables that are collectively assessed for impairment as in a group 2,789,624,910.46 90.61 922,561,543.38 33.07 of receivables of shared credit risk characteristics Other receivables that are individually not significant but are individually 37,611,806.35 1.22 33,436,134.80 88.90 assessed for impairment Other receivable with individual provision for bad debts (new standards 5,819,639.41 0.19 5,689,639.41 97.77 applicable) Total 3,078,897,752.57 100.00 1,192,397,895.37 38.73

– F-98 –

(Continued) 2019

Type Gross carrying amount Allowance for doubtful accounts Proportion Proportion Amount Amount (%) (%)

Other receivables that are individually significant and individually assessed 246,665,972.81 8.19 209,462,505.86 84.92 for impairment

Other receivables that are collectively assessed for impairment as in a group 2,729,235,391.49 90.61 927,055,946.35 33.97 of receivables of shared credit risk characteristics

Other receivables that are individually not significant but are individually 34,791,435.82 1.15 30,407,258.58 87.40 assessed for impairment

Other receivable with individual provision for bad debts (new standards 1,694,420.39 0.06 1,694,420.39 100.00 applicable)

Total 3,012,387,220.51 100.00 1,168,620,131.18 38.79

(Continued) 2018

Type Gross carrying amount Allowance for doubtful accounts Proportion Proportion Amount Amount (%) (%)

Other receivables that are individually significant and individually assessed 771,414,886.43 17.64 200,084,529.32 25.94 for impairment

Other receivables that are collectively assessed for impairment as in a group 3,566,968,003.50 81.56 926,018,217.57 25.96 of receivables of shared credit risk characteristics

Other receivables that are individually not significant but are individually 34,908,507.50 0.80 29,747,292.48 85.22 assessed for impairment

Other receivable with individual provision for bad debts (new standards applicable)

Total 4,373,291,397.43 100.00 1,155,850,039.37 26.43

(1) Other receivables that are Individually Significant and Individually Assessed for

– F-99 – Impairment at Year End (top 10 of closing balance) Allowance for Proporti Debtor name Gross carrying amount Aging Reason for recognition doubtful accounts on (%) 2-3 years CNY28,800,00.0 Nanping Yanping State owned Assets It is expected to cannot 72,000,000.00 57,600,000.00 0; 3-4 years 80.00 Operation Co., Ltd be fully recovered CNY43,200,000. 00 The legal person status Fujian Huaxing financial and has been cancelled and 50,903,323.64 50,903,323.64 Over 5 years 100.00 Securities Co., Ltd It is expected to cannot be recovered It is expected to cannot Hong Kong Zhongmin Co., Ltd 43,890,454.68 43,159,636.11 Over 5 years 98.33 be fully recovered It is expected to cannot Fujian Nanping Yanrun Paper Co., Ltd 29,400,862.87 29,400,862.87 Over 5 years 100.00 be fully recovered Existed in the account Biaoli Co., Ltd 9,000,000.00 9,000,000.00 Over 5 years 100.00 for many years, and cannot be recovered Existed in the account Stone lion Lion King Plastic 9,000,000.00 9,000,000.00 Over 5 years 100.00 for many years, and cannot be recovered The enterprise has stopped production and Fujian Yonglin Bamboo Industry Co., 7,952,500.00 7,952,500.00 Over 5 years 100.00 is insolvent. After the Ltd impairment test, it is impossible to recover The compensation receivable corresponds Fujian Changxing Shipbuilding Heavy to the emergency fund, 7,900,000.00 7,900,000.00 Over 5 years 100.00 Industry Co., Ltd which is expected to be uncollectible and has been fully depreciated It is expected to cannot Huafu Hong Kong Limited 5,470,941.16 5,470,941.16 Over 5 years 100.00 be recovered It has been adjudicated Fujian Hongchang Investment Co., Ltd 5,323,314.00 5,323,314.00 Over 5 years 100.00 and cannot be recovered

Total 240,841,396.35 225,710,577.78 93.72

(2) Other receivables that are Collectively Assessed for Impairment as in a Group of

Receivables of Shared Credit Risk Characteristics

ķ Using Aging Analysis Method

As of December 31, 2020, other receivables with provision for bad debts by aging analysis method are as follows: Closing balance

Aging Gross carrying amount Allowance for doubtful Amount Proportion(%) accounts Within 1 year (including 1 year) 6,476,900.26 0.69 4,550.16

1- 2 years 6,973,083.56 0.74 399,891.38

2 - 3 years 1,012,858.14 0.11 295,477.87

3 - 4 years 441,318.22 0.05 218,559.54 4 - 5 years 2,034,919.47 0.22 1,623,754.86

Over 5 years 919,044,012.93 98.19 919,044,012.93 Total 935,983,092.58 100.00 921,586,246.74

– F-100 – ĸUsing Percentage of Receivables Method or Other Portfolio Methods

As of December 31, 2020, other receivables with provision for bad debts by other portfolio methods are as follows: Gross carrying amount Portfolio name Allowance for Amount Proportion(%) doubtful accounts Related party portfolios- receivables with other related 39,109,756.33 enterprises Special fund portfolios- reserve fund, various advances that 2,704,606.53 should be recovered from employees of the company Special fund portfolios - margin, deposit 85,646,833.66 Special portfolios - receivables from government 503,348,318.67 departments Special fund portfolios - other funds with recovery 1,199,196,867.50 guarantee conditions Implementation of new financial instrument standards 23,635,435.19 4.13 975,296.64 portfolios (new standards applicable) Total 1,853,641,817.88 0.00 975,296.64

As of December 31, 2019, other receivables with provision for bad debts by other portfolio methods are as follows: Gross carrying amount Portfolio name Allowance for Amount Proportion(%) doubtful accounts Related party portfolios- receivables with other related 52,850,285.48 enterprises Special fund portfolios- reserve fund, various advances that 2,604,663.41 should be recovered from employees of the company Special fund portfolios - margin, deposit 36,654,516.26 Special portfolios - receivables from government 508,907,577.06 departments Special fund portfolios - other funds with recovery 1,083,408,438.77 guarantee conditions Implementation of new financial instrument standards 77,905,462.26 6.08 4,771,409.13 portfolios (new standards applicable) Total 1,762,330,943.24 0.27 4,771,409.13

As of December 31, 2018, other receivables with provision for bad debts by other portfolio methods are as follows: Closing balance Portfolio name Allowance for Proportion Amount doubtful (%) accounts Related party portfolios- receivables with other related enterprises 72,120,058.00 Special fund portfolios- reserve fund, various advances that should 2,549,858.14 be recovered from employees of the company Special fund portfolios - margin, deposit 19,132,584.58

– F-101 – Closing balance Portfolio name Allowance for Proportion Amount doubtful (%) accounts Special portfolios - receivables from government departments 546,476,744.49 Special fund portfolios - other funds with recovery guarantee 1,950,384,975.56 conditions Implementation of new financial instrument standards portfolios 36,681,377.25 (new standards applicable) Total 2,627,345,598.02

(3) Other receivables that are Individually not significant But are Individually Assessed for Impairment at Year End (top 5 of closing balance)

As of December 31, 2020, other receivables with insignificant single amount but single provision for bad debts at the end of the year Allowance for Gross carrying Reason for Debtor name doubtful Aging Proportion (%) amount recognition accounts Fujian Jianyang Wuyi Expected to be monosodium glutamate Co., 4,394,128.67 4,394,128.67 Within 1 year 100.00 unrecoverable Ltd It is expected to Fuqing Dongzhang Reservoir 3,964,138.55 1,982,069.28 Over 5 years 50.00 can not be fully Administration Bureau recovered Expected to be Railway capital center, etc 3,685,419.48 3,685,419.48 Over 5 years 100.00 unrecoverable It is expected to Hong Kong Xib (agents) 2,878,895.57 1,386,512.56 Over 5 years 48.16 can not be fully Limited recovered Expected to be Fuan wanxinde Trade Co., Ltd 2,397,000.00 2,397,000.00 Over 5 years 100.00 unrecoverable

Total 17,319,582.27 13,845,129.99 79.93

(4)Other receivable with individual provision for bad debts (new standards applicable) Allowance for Gross carrying Proportio Reason for Debtor name doubtful Aging amount n (%) recognition accounts Over 5 Expected to be Fuan project 1,412,576.39 1,412,576.39 100.00 years unrecoverable Fujian Youxi Jiazhou Real Estate Over 5 Expected to be 920,368.00 920,368.00 100.00 Development Co., Ltd years unrecoverable Youxi Branch of Sanming Yijing Real Estate Over 5 Expected to be 903,740.00 903,740.00 100.00 Development Co.,Ltd. years unrecoverable Expected to be Fu'an Chengfeng Shipyard Co.,Ltd. 650,000.00 520,000.00 4-5 years 80.00 unrecoverable Fujian Zhanhong Real Estate Development Over 5 Expected to be 625,860.00 625,860.00 100.00 Co., Ltd years unrecoverable Fujian Shencheng Real Estate Development Over 5 Expected to be 396,720.00 396,720.00 100.00 Co., Ltd years unrecoverable Fujian Youxi Ziyang Real Estate Development Within 1 Expected to be 237,690.00 237,690.00 100.00 Co., Ltd year unrecoverable

– F-102 – Allowance for Gross carrying Proportio Reason for Debtor name doubtful Aging amount n (%) recognition accounts Fujian Jianhua Real Estate Development Co., Within 1 Expected to be 199,120.00 199,120.00 100.00 Ltd year unrecoverable Fujian xinjiuzhou Construction Engineering Over 5 Expected to be 150,000.00 150,000.00 100.00 Co., Ltd years unrecoverable Over 5 Expected to be others 323,565.02 323,565.02 100.00 years unrecoverable Total 5,819,639.41 5,689,639.41 97.77

(5) Top Five Debtors According to Closing Balances

As of December 31, 2020, the top five other receivables of the ending balance collected by the debtor are as follows: Proportion of Gross carrying total other Allowance for Debtor name Nature of receivables Aging amount receivables doubtful accounts (%) 4-5 years CNY100,000,000.0 Fujian Automobile Industry Current account 800,000,000.00 0; Over 5 years 25.98 Group Co., Ltd CNY700,000,000.0 0 Huaxin (Hong Kong) Current account 286,305,188.03 Over 5 years 9.30 286,305,188.03 Holdings Limited Fujian Fuping Railway Co., Current account, etc 200,221,085.45 Within 1 year 6.50 Ltd Xiamen Road and bridge from Land acquisition and the overall funds paid to the local demolition of Zhangzhou demolition compensation funds, 190,000,000.00 Over 5 years 6.17 railway investment and to be converted into shares in the Development Co., Ltd future Xiamen Road and bridge from the overall funds paid to the local Longyan Finance Bureau demolition compensation funds, 150,000,000.00 Over 5 year 4.87 to be converted into shares in the future Total —— 1,626,526,273.48 52.83 286,305,188.03

8.7 Inventory

8.7.1 Classification of Inventories 2020 Items Gross carrying Write-down Carrying amount amount Raw material 112,864,663.12 44,283,253.03 68,581,410.09 self-manufactured semi-finished goods and goods in 199,215,304.85 199,215,304.85 process Including: completed but unsettled projects 199,215,304.85 199,215,304.85

Goods in stock (finished goods) 4,064,303.19 1,271,307.52 2,792,995.67 Turnover materials (packing materials, low value 4,881,380.13 4,881,380.13 consumables, etc.) Consumptive biological assets 159,738,206.60 159,738,206.60 Contract performance cost Others 312,279,008.93 310,426,056.74 1,852,952.19 Total 793,042,866.82 355,980,617.29 437,062,249.53

– F-103 – (Continued) 2019 Items Gross carrying Write-down Carrying amount amount Raw material 262,206,701.52 43,339,353.44 218,867,348.08 self-manufactured semi-finished goods and goods in 152,652,710.80 152,652,710.80 process Including: completed but unsettled projects 152,473,261.20 152,473,261.20

Goods in stock (finished goods) 2,225,646.74 569,606.49 1,656,040.25 Turnover materials (packing materials, low value 5,406,112.71 5,406,112.71 consumables, etc.) Consumptive biological assets 160,376,347.05 160,376,347.05

Contract performance cost

Others 312,653,040.42 310,126,056.74 2,526,983.68

Total 895,520,559.24 354,035,016.67 541,485,542.57

(Continued) 2018 Items Gross carrying Write-down Carrying amount amount Raw material 110,460,993.60 41,302,350.95 69,158,642.65

Semi-finished goods and goods in process 122,427,261.39 122,427,261.39

Including: completed but unsettled projects 120,096,396.38 120,096,396.38

Goods in stock (finished goods) 30,290,429.33 1,824,802.74 28,465,626.59 Turnover materials (packing materials, low value 6,110,058.95 6,110,058.95 consumables, etc.) Consumptive biological assets 74,063,250.26 74,063,250.26

Contract performance cost

Others 310,141,847.72 310,126,056.74 15,790.98

Total 653,493,841.25 353,253,210.43 300,240,630.82

8.7.2 Completed but unsettled construction contracts as at the end of the reporting period

As of December 31, 2020, the completed but unsettled assets formed by the construction contract at the end of the period are as follows: Item Closing balance Accumulated cost incurred 438,734,168.64 Accumulated gross profit recognized 41,395,485.31 Less: Expected losses Settled amount 280,914,349.10 Completed but unsettled construction contracts 199,215,304.85

– F-104 – 8.8 Non-current Assets Due within One Year Item 2020 2019 2018 1. Held to maturity investment 2,790,354.70 China Cinda bond 2,790,354.70 2. Long-term receivables 323,000,000.00 100,000,000.00 6,663,952.40 2.1 Others 323,000,000.00 100,000,000.00 6,663,952.40 3. Other non-current assets 156,241,025.00 118,901,843.62 24,862,761.50 4. Loans and advances 308,837,235.43 354,139,038.69 402,544,006.91 4.1 Guaranteed loans 56,382,574.53 57,165,834.97 59,023,233.60 4.2 Collateral loans 521,356,903.48 567,316,539.80 616,989,537.85 Including: mortgage loans 384,781,382.62 417,817,372.64 428,257,301.80 Pledge loans 136,575,520.86 149,499,167.16 188,732,236.05 4.3 Provisions for Loan losses 268,902,242.58 270,343,336.08 273,468,764.54 Including: single amount 221,353,544.85 227,099,304.83 235,101,531.08 Combined amount 47,548,697.73 43,244,031.25 38,367,233.46 5. Others 40,000,000.00 32,000,000.00 27,000,000.00 Total 828,078,260.43 607,831,237.01 461,070,720.81

8.9 Other Current Assets Item 2020 2019 2018 VAT to be offset and taxes to be paid in advance, etc 704,284,256.30 480,303,332.89 250,791,707.33 Entrusted loans 239,372,143.33 61,402,845.74

Investment in receivables - purchase of non-performing assets 24,000,000.00 134,500,000.00 125,470,000.00 Buy out and buy back debt assets within one year 17,069,422.44 37,060,979.27 40,826,400.00 Trust and financial products 60,000,000.00 140,000,000.00

Commercial factoring project 7,094,350.00 Others 10,201.19 18,962.90 14,891.43 Total 984,736,023.26 780,380,470.80 557,102,998.76

8.10 Loans and advances

8.10.1 Distribution of loans and advances by guarantee Item 2020 2019 2018

Credit loans 91,453,239.06 92,554,840.59 93,330,596.71

Guaranteed loans 268,891,790.49 270,526,254.56 270,114,653.32 Collateral loans 66,331,732.53 66,331,732.53 65,308,416.12

Including: pledge loans 66,331,732.53 66,331,732.53 65,308,416.12 Total loans and advances 426,676,762.08 429,412,827.68 428,753,666.15

Less: Provisions for Loan losses 426,676,762.08 429,412,827.68 428,753,666.15

Including: single amount 426,676,762.08 429,412,827.68 428,753,666.15 Carrying amount of loans and advances

– F-105 – 8.10.2 Overdue loans

As of December 31, 2020, overdue loans are as follows: Closing balance

Item Overdue for 1 day Overdue for 90 Overdue for 360 to 90 days days to 360 days days to 3 Overdue for over 3 Total (including 90 (including 360 years(including 3 years days) days) years) Credit loans 91,453,239.06 91,453,239.06

Guaranteed loans 268,891,790.49 268,891,790.49

Collateral loans 66,331,732.53 66,331,732.53 Including: pledge 66,331,732.53 66,331,732.53 loans Total 426,676,762.08 426,676,762.08

Beginning balance

Guaranteed loans 270,526,254.56 270,526,254.56

Collateral loans 66,331,732.53 66,331,732.53 Including: pledge 66,331,732.53 66,331,732.53 loans Total 429,412,827.68 429,412,827.68

Note: the above loans overdue for over 3 years are overdue loans brought in by Huaxing

Group from previous years when it was transferred to the company.

8.10.3 Provisions for Loan losses 2020 2019 2018 Item Combined Combined Combined Single amount Single amount Single amount amount amount amount Beginning balance 429,412,827.68 428,753,666.15 419,332,252.01

Accrued this year 8,000,000.00

Transferred out this year

Write off this year

Turn back this year -2,736,065.60 659,161.53 1,421,414.14 - Reversals caused by the recovery of original resale -35,781.00 -36,061.00 -528,528.00 loans and advances - Reversal caused by other -2,700,284.60 695,222.53 1,949,942.14 factors Closing balance 426,676,762.08 429,412,827.68 428,753,666.15

– F-106 – 8.11 Available-for-sale Financial Assets

8.11.1 Available-for-sale Financial Assets 2020 Items Gross carrying amount Provision for impairment Carrying amount

1.Available-for-sale equity instruments 54,447,361,592.12 481,883,826.91 53,965,477,765.21

1.1 Measured at fair value 11,513,009,366.20 41,078,811.45 11,471,930,554.75

1.2 Measured at cost 42,934,352,225.92 440,805,015.46 42,493,547,210.46

Total 54,447,361,592.12 481,883,826.91 53,965,477,765.21

(Continued) 2019 Items Gross carrying amount Provision for impairment Carrying amount

1.Available-for-sale equity instruments 52,901,175,759.00 414,063,293.93 52,487,112,465.07

1.1 Measured at fair value 11,577,455,813.59 3,028,841.45 11,574,426,972.14

1.2 Measured at cost 41,323,719,945.41 411,034,452.48 40,912,685,492.93

Total 52,901,175,759.00 414,063,293.93 52,487,112,465.07

(Continued) 2018 Items Gross carrying amount Provision for impairment Carrying amount

1.Available-for-sale equity instruments 48,340,420,652.65 401,053,236.91 47,939,367,415.74

1.1 Measured at fair value 10,060,566,127.29 2,933,621.45 10,057,632,505.84

1.2 Measured at cost 38,279,854,525.36 398,119,615.46 37,881,734,909.90

Total 48,340,420,652.65 401,053,236.91 47,939,367,415.74

8.11.2 Available-for-sale financial assets measured at fair value at the end of the period

As of December 31, 2020, the available-for-sale financial assets measured at fair value at the end of the period are as follows: Available-for-sale equity Available-for-sale equity Available-for-sale equity Item instruments in 2020 instruments in 2019 instruments in 2018 Cost of equity instruments / amortised 6,583,832,290.97 7,095,410,173.23 7,268,237,944.07 cost of debt instruments fair value 11,471,930,554.75 11,574,426,972.14 10,057,632,505.84 Accumulated changes of fair value recognized in other comprehensive 4,929,177,075.23 4,482,045,640.36 2,792,328,183.22 income Accrued impairment amount 41,078,811.45 3,028,841.45 2,933,621.45

– F-107 – 8.11.3 Available-for-sale equity instruments

(1) Available-for-sale stock investment

Available-for-sale stock investment during the reporting period is as follows: Fair value at the end of Number of shares held Fair value at the end of Number of shares held at Fair value at the end of Number of shares held at Item Recognition basis of fair value 2020 by the end of 2020 2019 the end of 2019 2018 the end of 2018

Industrial Securitiesδ601377ε 5,085,563,426.72 585,894,404.00 4,686,919,771.44 661,994,318.00 3,071,653,635.52 661,994,318.00 Open market quotation

Industrial Bank Co.,Ltd.δ601166ε 2,823,882,801.84 135,308,232.00 2,401,846,704.59 122,710,762.00 1,982,659,940.28 132,708,162.00 Open market quotation

Huaneng Power International,Inc. 1,431,960,430.44 319,766,021.00 1,784,345,344.84 319,766,021.00 2,874,788,060.70 389,766,021.00 Open market quotation δ600011ε

Xiamen King Long Motor Group Co.,Ltd. 651,515,145.00 75,757,575.00 531,818,176.50 75,757,575.00 518,939,388.75 75,757,575.00 Open market quotation δ600686ε Fujian Mindong Electric Power – F-108 Public market quotation combined with Limited Company 539,320,381.76 66,747,572.00 489,927,178.48 66,747,572.00 305,036,404.04 66,747,572.00 regular valuation δ000993ε

Grandblue Environment Co.,Ltd. 202,556,506.29 8,164,309.00 289,124,290.94 16,483,711.00 178,297,196.46 12,708,282.00 Open market quotation (600323)

Xiamen Tungsten Co.,Ltd. 175,914,842.50 10,440,050.00 318,698,004.24 24,440,031.00 295,235,574.48 24,440,031.00 Open market quotation δ600549ε

Fujian Foxit Software Development Public market quotation combined with 135,997,646.74 1,699,000.00 46,416,680.01 1,699,000.00 Joint Stock Co.,Ltd.δ688095ε regular valuation

Xiamen Guang Pu Electronics Co.,Ltd Public market quotation combined with δ300632ε 113,987,169.37 8,078,467.00 regular valuation

Palm Eco-Town Development Co., 61,200,000.00 19,125,000.00 58,331,250.00 19,125,000.00 Open market quotation Ltd.δ002431ε

The public market quotation or the combination of the public market Others 250,032,204.09 126,108,108.64 966,999,571.10 221,263,594.64 831,022,305.61 189,507,294.00 quotation and the lock shall be valued on a regular basis

Total 11,471,930,554.75 1,357,088,738.64 11,574,426,972.14 1,529,987,584.64 10,057,632,505.84 1,553,629,255.00

δ2εEquity investment without joint control or significant influence, without quotation in the active market and whose fair value cannot be reliably

measured Shareholding Ratio of voting Change of provision for Provision for impairment Cash dividend in The Investee Investment cost 2019 Changes in 2020 2020 ratio in the rights in the impairment in the current at the end of 2020 2020 ("+" investee (%) investee ׁ(%) period (increased to

Fujian Fuqing Nuclear 1,736,150,000.00 1,641,430,000.00 94,720,000.00 1,736,150,000.00 10.00 10.00 184,500,000.00 Power Co.,Ltd.

Fujian Electric Power Transaction Center 15,364,481.13 15,364,481.13 15,364,481.13 10.00 10.00 Co.,Ltd. Putian Xianyou Jinzhong Water Conservancy 25,000,000.00 25,000,000.00 25,000,000.00 18.00 18.00 Project Development Co.,Ltd. Fuqing Minjiang River Water Diversion Project 25,000,000.00 25,000,000.00 25,000,000.00 3.84 18.00 Co.,Ltd. Fujian Fuping Railway Co., Ltd. (Fuzhou-Pingtan Railway, 7,533,300,000.00 7,123,000,000.00 410,300,000.00 7,533,300,000.00 32.31 32.31 Nanping-Sanming-Longy an Railway) Xiangpu Railway Co.,Ltd – F-109 (Xiangtang-Putian 9,678,000,000.00 8,728,000,000.00 950,000,000.00 9,678,000,000.00 22.56 22.56 Railway,Xingguo-Quanzh ou Railway) Jingfumingan Passenger Line Co.,Ltd. 5,086,230,000.00 5,086,230,000.00 5,086,230,000.00 19.77 19.77 (Hefei-Fuzhou Railway) Dongnan Coastal Railway Fujian Co.,Ltd. (Wenzhou-Fuzhou 4,205,000,000.00 4,205,000,000.00 4,205,000,000.00 7.11 7.11 Railway, Quzhou-Ningde Railway,Fuzhou-Xiamen High-speed Railway)

Wuyishan Railway 852,000,000.00 852,000,000.00 852,000,000.00 47.70 47.70 Co.,Ltd.

Ganlong Double Track Railway Co.,Ltd. 666,000,000.00 666,000,000.00 666,000,000.00 6.69 6.69 (Ganzhou-Longyan Double Track Railway)

Quanzhou Railway 650,000,000.00 650,000,000.00 650,000,000.00 41.94 41.94 Co.,Ltd.

Fujian Gangwei Railway Co.,Ltd. (Gangwei 102,000,000.00 102,000,000.00 102,000,000.00 17.00 17.00 Railway)

Longyan Railway 57,515,000.00 57,515,000.00 57,515,000.00 13.09 13.09 Co.,Ltd.

Xiamen Airlines Co.,Ltd. 1,723,333,333.00 1,723,333,333.00 1,723,333,333.00 11.00 11.00

Shareholding Ratio of voting Change of provision for Provision for impairment Cash dividend in The Investee Investment cost 2019 Changes in 2020 2020 ratio in the rights in the impairment in the current at the end of 2020 2020 ("+" investee (%) investee ׁ(%) period (increased to YuanXiang (Fuzhou) International Airport 204,000,000.00 137,700,000.00 66,300,000.00 204,000,000.00 2.00 2.00 4,730,717.50 Co.,Ltd.

China Telecom 969,317,182.00 969,317,182.00 969,317,182.00 1.20 1.20 110,929,627.63 Corporation Limited

Fujian Oil Refining 1,561,859,635.99 1,777,747,990.97 313,655,387.39 2,091,403,378.36 13.33 13.33 68,580,000.00 40,000,261.95 Chemical Co.,Ltd.

Fujian Petroleum Chemical Industry 4,000,000,000.00 4,000,000,000.00 4,000,000,000.00 16.25 16.25 149,400,000.00 Co.,Ltd.

Alltrust Insurance 109,056,000.00 109,056,000.00 109,056,000.00 4.75 4.75 Company Limited

Fujian Sanming Rural Commercial Bank 35,182,741.50 35,182,741.50 35,182,741.50 6.00 6.00 Co.,Ltd.

Pucheng Zhongcheng 4,990,000.00 4,990,000.00 4,990,000.00 4.99 4.99 Rural Bank Co.,Ltd.

China Industrial Internaitonal Trust 675,388,501.20 675,388,501.20 675,388,501.20 9.34 9.34 Limited – F-110 Haixia Industrial Investment Fund (Fujian) 160,020,000.00 160,020,000.00 160,020,000.00 38.10 38.10 Limited Partnership Haixia Huifu Industrial Investment Fund 9,000,000.00 11,734,230.87 11,734,230.87 9.00 9.00 6,709,106.05 Management Co.,Ltd.

CDB Jingcheng (Beijing) 180,350,877.18 240,000,000.00 -59,649,122.82 180,350,877.18 3.51 3.51 Investment Fund Co., Ltd.

Anxin Industrial Investment Fund 200,000,000.00 200,000,000.00 200,000,000.00 6.66 6.66 Partnership (Limited Partnership) Fujian State-owned Shipbuilding Investment 300,000,000.00 300,000,000.00 300,000,000.00 14.99 14.99 Partnership (Limited Partnership) Fujian Haisi Bail-out Equity Investment 474,000,000.00 600,000,000.00 -126,000,000.00 474,000,000.00 99.83 99.83 Partnership (Limited Partnership) Fujian Strait Cultural and Creative Industry Equity 26,891,090.25 36,743,307.00 -9,852,216.75 26,891,090.25 32.84 32.84 Investment Partnership (Limited Partnership)

Ropeok Technology 103,000,000.00 103,000,000.00 - 103,000,000.00 4.22 4.22 Group Co.,Ltd.

Others 1,091,236,184.78 1,078,331,658.87 -44,206,248.44 1,034,125,410.43 372,225,015.46 29,770,562.98 15,458,660.09

Total 42,459,185,027.03 41,323,719,945.41 1,610,632,280.51 42,934,352,225.92 440,805,015.46 29,770,562.98 511,728,373.22

(Continued) Ratio of Shareholding Change of provision for voting rights Provision for impairment Cash dividend in The Investee Investment cost 2018 Changes in 2019 2019 ratio in the impairment in the current in the investee at the end of 2019 2019 investee (%) period (increased to "+") (%)ׁ Xiangpu Railway Co.,Ltd (Xiangtang-Putian 8,728,000,000.00 7,378,000,000.00 1,350,000,000.00 8,728,000,000.00 22.56 22.56 Railway,Xingguo-Quanzh ou Railway) Fujian Fuping Railway Co., Ltd. (Fuzhou-Pingtan Railway, 7,123,000,000.00 7,123,000,000.00 7,123,000,000.00 32.31 32.31 Nanping-Sanming-Longy an Railway) Jingfumingan Passenger Line Co.,Ltd. 5,086,230,000.00 5,086,230,000.00 5,086,230,000.00 19.77 19.77 (Hefei-Fuzhou Railway) Dongnan Coastal Railway Fujian Co.,Ltd. (Wenzhou-Fuzhou 4,205,000,000.00 3,551,000,000.00 654,000,000.00 4,205,000,000.00 7.11 7.11 Railway, Quzhou-Ningde Railway,Fuzhou-Xiamen High-speed Railway) Fujian Petroleum Chemical Industry 4,000,000,000.00 4,000,000,000.00 4,000,000,000.00 16.25 16.25 149,400,000.00 Co.,Ltd.

– F-111 Fujian Oil Refining 1,248,204,248.60 1,612,160,239.90 165,587,751.07 1,777,747,990.97 13.33 13.33 68,580,000.00 173,334,468.46 Chemical Co.,Ltd.

Xiamen Airlines Co.,Ltd. 1,723,333,333.00 1,723,333,333.00 1,723,333,333.00 11 11 11,000,000.00

Fujian Fuqing Nuclear 1,641,430,000.00 1,492,390,000.00 149,040,000.00 1,641,430,000.00 10 10 64,600,000.00 Power Co.,Ltd.

China Telecom 969,317,182.00 969,317,182.00 969,317,182.00 1.2 1.2 106,480,461.76 Corporation Limited

Wuyishan Railway 852,000,000.00 852,000,000.00 852,000,000.00 47.7 47.7 Co.,Ltd.

China Industrial Internaitonal Trust 675,388,501.20 675,388,501.20 675,388,501.20 9.34 9.34 28,000,000.00 Limited Ganlong Double Track Railway Co.,Ltd. 666,000,000.00 666,000,000.00 666,000,000.00 6.69 6.69 (Ganzhou-Longyan Double Track Railway)

Quanzhou Railway 650,000,000.00 650,000,000.00 650,000,000.00 41.94 41.94 Co.,Ltd.

Fujian Haisi Bail-out Equity Investment 600,000,000.00 600,000,000.00 600,000,000.00 99.83 99.83 Partnership (Limited Partnership) Fujian State-owned Shipbuilding Investment 300,000,000.00 300,000,000.00 300,000,000.00 14.99 14.99 Partnership (Limited Partnership)

Ratio of Shareholding Change of provision for voting rights Provision for impairment Cash dividend in The Investee Investment cost 2018 Changes in 2019 2019 ratio in the impairment in the current in the investee at the end of 2019 2019 investee (%) period (increased to "+") (%)ׁ

CDB Jingcheng (Beijing) 240,000,000.00 240,000,000.00 240,000,000.00 3.51 3.51 13,876,251.96 Investment Fund Co., Ltd.

Anxin Industrial Investment Fund 200,000,000.00 200,000,000.00 200,000,000.00 6.66 6.66 Partnership (Limited Partnership) Haixia Industrial Investment Fund (Fujian) 160,020,000.00 160,020,000.00 160,020,000.00 38.1 38.1 Limited Partnership YuanXiang (Fuzhou) International Airport 137,700,000.00 71,400,000.00 66,300,000.00 137,700,000.00 2 2 2,291,958.51 Co.,Ltd.

Alltrust Insurance 109,056,000.00 109,056,000.00 109,056,000.00 4.75 4.75 Company Limited

Ropeok Technology 103,000,000.00 33,000,000.00 70,000,000.00 103,000,000.00 4.22 4.22 Group Co.,Ltd.

Fujian Gangwei Railway Co.,Ltd. (Gangwei 102,000,000.00 102,000,000.00 102,000,000.00 17 17 Railway) Fujian State-owned Enterprise Reform and – F-112 Restructuring Investment 63,000,000.00 63,000,000.00 63,000,000.00 12 12 Fund (Limited Partnership)

Longyan Railway 57,515,000.00 57,515,000.00 57,515,000.00 13.09 13.09 Co.,Ltd.

Optowide Technologies 56,732,876.00 56,732,876.00 56,732,876.00 5.15 5.15 Co., Ltd.

Fujian Strait Human 51,156,000.00 51,156,000.00 51,156,000.00 19.6 19.6 3,669,120.00 Resources Co.,Ltd.

Huadian Fuxin Energy 50,000,000.00 50,000,000.00 50,000,000.00 0.3 0.3 1,447,963.04 Corp. Ltd.

Xiamen Sinyang Paper 41,594,960.07 41,594,960.07 41,594,960.07 16.8 16.8 41,594,960.07 Co., Ltd.

Kaihang (Shenzhen) Equity Investment Fund 37,199,314.45 60,000,000.00 -22,800,685.55 37,199,314.45 7.69 7.69 1,345,271.70 Partnership (Limited Partnership) Fujian Strait Cultural and Creative Industry Equity 36,743,307.00 36,743,307.00 36,743,307.00 32.84 32.84 Investment Partnership (Limited Partnership)

others 932,697,237.80 925,550,002.19 -44,994,521.47 880,555,480.72 300,859,492.41 12,914,837.02 7,825,978.75

Total 40,846,317,960.12 38,279,854,525.36 3,043,865,420.05 41,323,719,945.41 411,034,452.48 12,914,837.02 563,271,474.18

8.12 Long-term Receivables 2020 Item Gross carrying amount Allowance for doubtful accounts Carrying amount

Finance lease payments 918,440,923.78 172,474,410.21 745,966,513.57

Including: unrealized financing income 89,273,939.94 89,273,939.94

Others 1,369,127,671.94 141,979,280.16 1,227,148,391.78

Total 2,287,568,595.72 314,453,690.37 1,973,114,905.35

(Continued) 2019 Item Gross carrying amount Allowance for doubtful accounts Carrying amount

Finance lease payments 522,451,266.00 86,063,384.11 436,387,881.89

Including: unrealized financing income 41,438,173.08 41,438,173.08

Others 1,691,508,014.84 141,979,280.16 1,549,528,734.68

Total 2,213,959,280.84 228,042,664.27 1,985,916,616.57

(Continued) 2018 Item Gross carrying amount Allowance for doubtful accounts Carrying amount

Finance lease payments 644,737,675.33 57,915,532.36 586,822,142.97

Including: unrealized financing income 93,988,539.13 93,988,539.13

Others 26,539,508,917.89 141,979,280.16 26,397,529,637.73

Total 27,184,246,593.22 199,894,812.52 26,984,351,780.70

As of December 31, 2020, Top ten receivables based on the payers long-term receivables

Provision for bad Proportion of closing Nature or Name of debtor Closing balance debts at the end of Aging Relationship balance in total amount content the year (%)

Fujian Modern Service Payment Industry Development of Non related 391,296,584.93 Over 3 years 17.11 Investment Partnership investme party (limited partnership) nt funds Fujian innovation Payment Electronic Information of Non related 200,000,000.00 Over 3 years 8.74 Industry Investment investme party Development Co., Ltd nt funds

Debt Fujian Shuikou Power Related 190,680,000.00 Over 3 years investme 8.34 Generation Group Co., Ltd parties nt

Equity Fujian Shipbuilding Heavy Non related 178,850,000.00 1-2 years transfer 7.82 Industry Co., Ltd party fund

– F-113 – Provision for bad Proportion of closing Nature or Name of debtor Closing balance debts at the end of Aging Relationship balance in total amount content the year (%)

Debt Related Fuzhou Lakeside Hotel 143,212,687.61 93,331,645.16 Over 3 years investme 6.26 parties nt CNOOC Fujian Zhangzhou Financing Related 102,337,811.44 511,689.06 Within 1 year 4.47 Natural Gas Co., Ltd lease parties

Shangshi Financial Leasing Financing Non related 99,513,418.32 497,567.09 Within 1 year 4.35 Co., Ltd lease party

Junchuang International Financing Non related 99,223,016.87 496,115.08 Within 1 year 4.34 Finance Leasing Co., Ltd lease party Quanzhou Taiwan Investment Zone Water Financing Non related 98,631,477.91 493,157.39 Within 1 year 4.31 Investment Management lease party Co., Ltd Tongmei Zhangze Financing Non related (Shanghai) Financial 82,027,343.09 410,136.72 Within 1 year 3.59 lease party Leasing Co., Ltd

Total 1,585,772,340.17 95,740,310.50 69.32

8.13 Long-term Equity Investment

8.13.1 Classification of long-term equity investment Increase in current Decrease in current Item 2019 2020 year year

Investments in subsidiaries 40,268,387.36 19,142.48 8,053,439.95 32,234,089.89

Investments in joint venture 26,796,113,307.56 2,234,423,695.44 1,011,718,260.87 28,018,818,742.13

Subtotal 26,836,381,694.92 2,234,442,837.92 1,019,771,700.82 28,051,052,832.02 Less: Impairment loss for long-term equity 33,967,347.24 13,348,276.83 4,197,224.09 43,118,399.98 investments Total 26,802,414,347.68 2,221,094,561.09 1,015,574,476.73 28,007,934,432.04

(Continued) Increase in current Decrease in current Item 2018 2019 year year

Investments in subsidiaries 45,402,541.29 6,863.94 5,141,017.87 40,268,387.36

Investments in joint venture 24,446,262,624.49 2,654,822,706.61 215,993,480.30 26,885,091,850.80

Subtotal 24,491,665,165.78 2,654,829,570.55 221,134,498.17 26,925,360,238.16

Less: Impairment loss for long-term equity 37,956,575.27 1,088,292.05 5,077,520.08 33,967,347.24 investments

Total 24,453,708,590.51 2,653,741,278.50 216,056,978.09 26,891,392,890.92

– F-114 – 8.13.2 Investments in subsidiaries Closing balance of Increase in Decrease in Impairment loss in Voting Proportion Investee 2019 2020 provision for Proportionδ%ε investments investments 2020 δ%ε impairment Xiamen Huaxin Leasing Co.,Ltd. 9,184,667.00 9,184,667.00 9,184,667.00 100.00 100.00 Fujian Shijiyangguang Real Estate Development 7,320,000.00 7,320,000.00 1,167,950.66 91.50 91.50 Co.,Ltd. Fuzhou Pilot Free Trade Zone Huacheng Industrial 4,841,242.68 53,439.95 4,787,802.73 40.00 40.00 Co.,Ltd. Xiamen Huakai Economic Development Co.,Ltd. 3,450,000.00 3,450,000.00 3,450,000.00 100.00 100.00 Fujian Huafu (Engineering) Construction Development 3,310,000.00 3,310,000.00 1,655,000.00 100.00 100.00 Co.,Ltd. Fujian Hengda Economic Technology Consulting 2,870,477.68 19,142.48 2,889,620.16 20.00 20.00 Co.,Ltd. Hong Kong Chung Min Company Limited 680,000.00 680,000.00 680,000.00 100.00 100.00

Ningde Tianrun Economics and Trade Co.,Ltd. 612,000.00 612,000.00 612,000.00 90.00 90.00 Fujian Regional Railway Economic Development 8,000,000.00 8,000,000.00 -4,197,224.09 Center

– F-115 Total 40,268,387.36 19,142.48 8,053,439.95 32,234,089.89 -4,197,224.09 16,749,617.66

(Continued) Closing balance of Increase in Decrease in Impairment loss in Voting Proportion Investee 2018 2019 provision for Proportionδ%ε investments investments 2019 δ%ε impairment Xiamen Huaxin Leasing Co.,Ltd. 9,184,667.00 9,184,667.00 9,184,667.00 100.00 100.00 Fujian Regional Railway Economic Development 8,000,000.00 8,000,000.00 4,197,224.09 100.00 100.00 Center Fujian Shijiyangguang Real Estate Development 7,320,000.00 7,320,000.00 1,167,950.66 91.50 91.50 Co.,Ltd. Fujian Fuqing (Zhongmin) Piaoxiang Oils Co.,Ltd. 5,077,520.08 5,077,520.08 -5,077,520.08 Fuzhou Pilot Free Trade Zone Huacheng Industrial 4,904,740.47 63,497.79 4,841,242.68 40.00 40.00 Co.,Ltd. Xiamen Huakai Economic Development Co.,Ltd. 3,450,000.00 3,450,000.00 3,450,000.00 100.00 100.00 Fujian Huafu (Engineering) Construction Development 3,310,000.00 3,310,000.00 1,655,000.00 100.00 100.00 Co.,Ltd. Fujian Hengda Economic Technology Consulting 2,863,613.74 6,863.94 2,870,477.68 20.00 20.00 Co.,Ltd. Hong Kong Chung Min Company Limited 680,000.00 680,000.00 680,000.00 100.00 100.00

Ningde Tianrun Economics and Trade Co.,Ltd. 612,000.00 612,000.00 612,000.00 90.00 90.00

ਾ䇗 45,402,541.29 6,863.94 5,141,017.87 40,268,387.36 -5,077,520.08 20,946,841.75 —— ——

8.13.3 Investments in joint ventures and joint ventures

Changes in 2020 Proport Closing balance Sharehol ion of Investee Investment cost 2019 2020 of provision for ding ratio voting IInvestment income or impairment δ%ε rights Adjustment to other Declared cash Provision for Additional investment Decrease in investment losses recognised Other equity changes Others δ%ε comprehensive income dividend or profit impairment under equity method

Total 15,072,887,348.78 26,796,113,307.56 769,430,356.00 -604,349,456.25 2,003,506,615.32 -422,044,004.41 -73,387,732.22 -407,368,804.62 13,348,276.83 -43,081,539.25 28,018,818,742.13 26,368,782.32

1. Cooperative enterprise

2. Joint venture 15,072,887,348.78 26,796,113,307.56 769,430,356.00 -604,349,456.25 2,003,506,615.32 -422,044,004.41 -73,387,732.22 -407,368,804.62 13,348,276.83 -43,081,539.25 28,018,818,742.13 26,368,782.32

Fujian Shuikou Power Generation Group 790,473,600.00 1,946,686,205.41 114,582,491.43 -104,929,796.26 -59,393.98 1,956,279,506.60 36.00 36.00 Co., Ltd

Xiamen Huaxia International Power 252,290,000.00 373,629,163.29 39,788,838.27 4,017,975.19 5,407,200.00 -31,933,984.06 390,909,192.69 24.00 24.00 Development Co.,Ltd.

Fujian Mianhuatan Hydropower 176,000,000.00 293,930,278.58 3,900,363.85 -58,636,165.14 239,194,477.29 22.00 22.00 Development Co.,Ltd. – F-116

CNOOC Fujian Gas Power Generation 155,400,000.00 201,086,551.73 -21,795,900.17 -14,667,241.40 164,623,410.16 20.00 20.00 Co.,Ltd.

China Huadian (Shaxian) Energy Co.,Ltd. 30,649,200.00 28,997,073.40 5,777.38 -2,500,000.00 26,502,850.78 25.00 25.00

Fujian Sanming Nuclear Power Co.,Ltd. 38,080,000.00 37,927,387.60 37,927,387.60 40.00 40.00

CNOOC Fujian Natural Gas Co.,Ltd. 885,419,437.00 1,880,890,577.78 11,966,200.00 -598,989,256.00 367,485,456.70 -1,704,973.93 -118,528,763.35 1,541,119,241.20 40.00 40.00

CNOOC Mintou (Fujian) Natural Gas 655,526,656.00 - 655,526,656.00 655,526,656.00 40.00 40.00 Pipeline Co.,Ltd.

China Oil & Gas Pipeline Network Corporation Mintou (Fujian) Natural Gas 250,928,422.37 173,248,695.38 64,000,000.00 -25,088.09 237,223,607.29 40.00 40.00 Co.,Ltd.

CNOOC Sales Fujian Co.,Ltd. 30,822,685.71 28,933,396.77 2,137,500.00 88,213.64 31,159,110.41 30.00 30.00

China Oil & Gas Pipeline Network Corporation (Fujian) Emergency Repair 24,000,000.00 41,995,032.12 7,012,283.30 -81,280.94 -10,224,999.15 38,701,035.33 40.00 40.00 Co.,Ltd.

Quanzhou Meizhou Bay South Bank Water 95,099,124.10 109,158,269.92 6,743,076.07 115,901,345.99 47.25 47.25 Supply Co., Ltd.

Quanzhou Quanhui Water Supply Co.,Ltd. 18,900,000.00 12,812,916.87 -1,091,476.27 11,721,440.60 47.25 47.25

Fuzhou Cangshan Zhongmin Sangcheng Water Environmental Techonology 113,750,000.00 113,750,000.00 113,750,000.00 35.00 35.00 Co.,Ltd.

Fuzhou Jin'an Zhongmin Sangcheng Water 90,562,500.00 90,562,500.00 -502,730.64 90,059,769.36 35.00 35.00 Environmental Techonology Co.,Ltd.

Fujian Longzhou Offshore Oil New 13,720,000.00 14,963,226.26 432,077.06 17,586.63 15,412,889.95 49.00 49.00 Energy Co., Ltd.

Pingtan Comprehensive Experimental 300,000,000.00 972,365,804.26 1,263,312.53 973,629,116.79 30.00 30.00 Zone Investment Development Co.,Ltd.

Fujian Motor Industry Group Yudo New 270,000,000.00 139,019,915.23 -61,323,020.87 77,696,894.36 30.00 30.00 Energy Automobile Co.,Ltd.

China Copper Southeast Copper Co.,Ltd. 784,000,000.00 827,537,940.82 2,504,966.85 -72,037,040.23 -621,963.43 -24,000,000.00 733,383,904.01 40.00 40.00

Fujian Eversun Techonology Co.,Ltd. 392,000,000.00 392,023,724.15 23,868,848.72 415,892,572.87 32.67 32.67 – F-117 XiaMen International Bank Co.,Ltd. 6,621,544,752.00 14,585,462,397.46 1,181,534,845.79 -384,413,195.55 -76,404,300.55 -38,211,357.63 15,267,968,389.52 26.19 26.19

Huafu Securities Co.,Ltd. 1,623,853,148.81 3,123,058,152.82 341,922,814.10 -12,548,546.63 -24,539,970.00 3,427,892,450.29 34.71 34.71

Haixia Goldenbridge Insurance Co.,Ltd. 300,000,000.00 233,022,197.56 -17,286,782.04 787,825.05 216,523,240.57 20.00 20.00

Fujian Emerging Industry Equity 129,111,981.13 132,488,549.57 -560,200.25 13,188,697.77 7,141,453.96 152,258,501.05 49.02 49.02 Investment Limited Partnership

Fujian Xinghehaokang Fund Equity Mergers and Acquisitions Partnership 122,325,000.00 117,989,878.23 -2,035,377.08 24,322,894.46 140,277,395.61 29.17 29.17 (Limited Partnership)

Fujian Cybernaut Internet Industry Investment Fund Partnership δLimited 21,000,000.00 20,712,139.78 2,524.63 20,714,664.41 34.31 34.31 Partnership)

Fujian Pingtan Huaxingkangping Pharmaceutical Industry Investment 57,200,000.00 56,171,152.04 -2,946,390.11 9,992,523.68 63,217,285.61 26.00 26.00 Partnership (Limited Partnership)

Fujian Pingtan Huaxing Small Loan 49,980,000.00 56,092,675.28 2,371,489.58 -2,499,000.00 55,965,164.86 31.24 31.24 Co.,Ltd.

Fujian Changtai Huaxing Small Loan 59,000,000.00 61,870,581.94 1,314,069.34 -1,760,000.00 61,424,651.28 39.33 39.33 Co.,Ltd.

Fujian Wuyishan Huaxing Small Loan 37,500,000.00 42,123,889.47 989,555.01 -1,875,000.00 41,238,444.48 37.50 37.50 Co.,Ltd.

Others 683,750,841.66 687,603,033.84 35,800,000.00 -4,800,000.00 1,513,678.57 692,105.66 -11,273,885.26 13,348,276.83 -4,810,787.64 704,724,145.17 26,368,782.32

δContinuedε

Changes in 2019 Proport Closing Sharehol ion of balance of Investee Investment cost 2018 2019 ding ratio voting IInvestment income Adjustment to other provision for δ ε rights Additional Decrease in Other equity Declared cash Provision for % or losses recognised comprehensive Others impairment δ ε investment investment changes dividend or profit impairment % under equity method income

Total 14,893,657,249.03 24,446,262,624.49 296,608,244.70 -30,000,000.00 2,181,732,758.50 175,016,382.63 -5,090,982.89 -185,993,480.30 1,088,292.05 6,556,303.67 26,885,091,850.80 13,020,505.49

XiaMen International Bank 6,621,544,752.00 13,010,738,257.21 1,488,964,346.16 184,598,689.32 -4,307,050.59 6,581,471.36 14,686,575,713.46 28.87 28.87 Co.,Ltd.

Huafu Securities Co.,Ltd. 1,623,853,148.81 3,015,764,602.31 125,334,300.50 4,442,613.59 241,273.42 -22,724,637.00 3,123,058,152.82 34.71 34.71

Fujian Shuikou Power 790,473,600.00 1,819,463,445.02 218,654,655.83 -91,431,895.44 1,946,686,205.41 36 36 Generation Group Co., Ltd

CNOOC Fujian Natural Gas 1,472,442,493.00 1,584,400,471.41 73,627,600.00 229,322,004.13 -5,683,446.27 -776,051.49 1,880,890,577.78 40 40 Co.,Ltd.

Pingtan Comprehensive Experimental Zone Investment 300,000,000.00 971,101,750.93 1,264,053.33 972,365,804.26 30 30 Development Co.,Ltd.

China Copper Southeast Copper 784,000,000.00 791,691,400.50 61,805,423.32 -24,978,106.27 -980,776.73 827,537,940.82 40 40 Co.,Ltd. – F-118

Fujian Eversun Technology Co., 392,000,000.00 391,935,594.23 88,129.92 392,023,724.15 32.67 32.67 Ltd.

Xiamen Huaxia International 252,290,000.00 350,338,775.30 35,553,402.93 -24,397,787.70 361,494,390.53 24 24 Power Development Co.,Ltd.

Fujian Mianhuatan Hydropower 176,000,000.00 232,936,533.71 52,849,169.95 8,144,574.92 293,930,278.58 22 22 Development Co.,Ltd.

Haixia Goldenbridge Insurance 300,000,000.00 251,008,431.67 -17,984,986.97 -1,247.14 233,022,197.56 20 20 Co.,Ltd.

CNOOC Fujian Gas Power 155,400,000.00 201,946,084.45 16,296,934.89 -17,156,467.61 201,086,551.73 20 20 Generation Co.,Ltd.

Cnooc Fujian Zhangzhou Gas 186,928,422.37 96,401,716.42 76,945,458.99 -98,480.03 173,248,695.38 40 40 Co., Ltd.

Fujian Motor Industry Group Yudo New Energy Automobile 270,000,000.00 198,321,475.95 -59,301,560.72 139,019,915.23 30 30 Co.,Ltd.

Fujian Emerging Industry Equity Investment Limited 129,672,181.38 140,585,200.09 -12,375,000.00 361,396.68 3,916,952.80 132,488,549.57 49.02 49.02 Partnership

Fujian Fushun Wafer 120,000,000.00 128,625,645.41 1,957,664.59 130,583,310.00 40 40 Technology Co., Ltd.

Fujian Xinghehaokang Fund Equity Mergers and 122,325,000.00 80,757,396.04 43,750,000.00 -8,925,000.00 -2,046,395.01 4,453,877.20 117,989,878.23 29.17 29.17 Acquisitions Partnership (Limited Partnership) Fuzhou Cangshan Zhongmin Sangcheng Water 113,750,000.00 113,750,000.00 113,750,000.00 35 35 Environmental Techonology Co.,Ltd.

Changes in 2019 Proport Closing Sharehol ion of balance of Investee Investment cost 2018 2019 ding ratio voting IInvestment income Adjustment to other provision for δ ε Additional Decrease in Other equity Declared cash Provision for % rights or losses recognised comprehensive Others impairment δ ε investment investment changes dividend or profit impairment % under equity method income

Quanzhou Meizhou Bay South 95,099,124.10 104,927,237.14 4,231,032.78 109,158,269.92 47.25 47.25 Bank Water Supply Co., Ltd.

Fuzhou Jin'an Zhongmin Sangcheng Water 90,562,500.00 90,562,500.00 90,562,500.00 35 35 Environmental Techonology Co.,Ltd.

Xiamen Zhongmin Juhao Real 48,946,100.00 69,355,970.82 890,487.08 70,246,457.90 49 49 Estate Development Co.,Ltd.

Fujian Changtai Huaxing Small 59,000,000.00 61,435,187.41 2,195,394.53 -1,760,000.00 61,870,581.94 39.33 39.33 Loan Co.,Ltd.

Fujian charging facilities investment development Co., 60,000,000.00 60,000,000.00 -992,274.77 59,007,725.23 30 30 Ltd Fujian Pingtan Huaxingkangping Pharmaceutical Industry 57,200,000.00 51,305,826.02 5,200,000.00 -334,673.98 56,171,152.04 26 26 Investment Partnership (Limited Partnership)

Fujian Pingtan Huaxing Small 49,980,000.00 55,808,126.61 2,783,548.67 -2,499,000.00 56,092,675.28 31.24 31.24 Loan Co.,Ltd.

Fujian Zhangzhou Xiangcheng

– F-119 District Huaxing Small Loan 52,500,000.00 54,711,535.27 1,741,363.27 -1,500,000.00 54,952,898.54 35 35 Co., Ltd.

Fujian Wuyishan Huaxing Small 37,500,000.00 41,798,383.20 2,200,506.27 -1,875,000.00 42,123,889.47 37.5 37.5 Loan Co.,Ltd.

China Oil & Gas Pipeline Network Corporation (Fujian) 24,000,000.00 41,316,655.71 11,361,110.17 706,265.93 -11,388,999.69 41,995,032.12 40 40 Emergency Repair Co.,Ltd.

Minxin Changhui Investment 13,241,973.80 36,655,546.52 3,550,499.64 -7,166.24 -543,366.18 39,655,513.74 40 40 Co., Ltd

Fujian Sanming Nuclear Power 38,080,000.00 38,080,000.00 -152,612.40 37,927,387.60 40 40 Co.,Ltd.

Fujian Lianjiang Huaxing Small 29,990,000.00 33,410,017.20 1,812,368.51 -1,739,420.00 33,482,965.71 24.99 24.99 Loan Co., Ltd.

Others 426,877,953.57 387,128,857.94 37085185.71 -8700000 -574,050.77 129640.72 25356.57 -9520272.86 1088292.05 518198.49 406,092,915.80 13020505.49

Note: As the important joint ventures, Huafu Securities Co., Ltd., Xiamen Huaxia International Power Development Co., Ltd. and Fujian Mianhuatan

Hydropower Development Co., Ltd. implemented the new financial instrument standards in 2019, and Xiamen International Bank Co., Ltd. implemented the

new financial instrument standards in 2020.

8.14 Other Equity Instrument Investments Item 2020 2019 2018 Fujian Guancheng Ruimin New Energy 341,846.76 Technology Co., Ltd Total 341,846.76

8.15 Investment Properties

Measured at cost Increase in current Decrease in current Items 2019 2020 year year

I. Total gross carrying amount 545,152,310.05 2,896,234.53 4,490,817.69 543,557,726.89

1.buildings 418,057,002.01 2,896,234.53 4,490,817.69 416,462,418.85

2. Land use rights 127,095,308.04 127,095,308.04

II.Accumulated depreciation and 231,685,984.84 13,372,981.10 1,171,225.99 243,887,739.95 amortisation

1.buildings 197,670,451.08 11,095,437.38 1,171,225.99 207,594,662.47

2. Land use rights 34,015,533.76 2,277,543.72 36,293,077.48

III. Total carrying amount before 313,466,325.21 299,669,986.94 impairment

1.buildings 220,386,550.93 208,867,756.38

2. Land use rights 93,079,774.28 90,802,230.56

IV. Cumulative amount of 21,800,000.00 21,800,000.00 impairment loss

1.buildings 21,800,000.00 21,800,000.00

2. Land use rights

V. Total carrying amount 291,666,325.21 277,869,986.94

1.buildings 198,586,550.93 187,067,756.38

2. Land use rights 93,079,774.28 90,802,230.56

(Continued) Increase in current Decrease in current Items 2018 2019 year year

I. Total gross carrying amount 599,733,128.29 50,921,663.55 105,502,481.79 545,152,310.05

1.buildings 472,637,820.25 50,921,663.55 105,502,481.79 418,057,002.01

2. Land use rights 127,095,308.04 127,095,308.04

II.Accumulated depreciation and 218,791,079.62 15,066,609.29 2,171,704.07 231,685,984.84 amortisation

1.buildings 187,053,089.58 12,789,065.57 2,171,704.07 197,670,451.08

2. Land use rights 31,737,990.04 2,277,543.72 34,015,533.76

– F-120 – Increase in current Decrease in current Items 2018 2019 year year III. Total carrying amount before 380,942,048.67 320,144,869.96 impairment

1.buildings 285,584,730.67 227,065,095.68

2. Land use rights 95,357,318.00 93,079,774.28

IV. Cumulative amount of 21,800,000.00 21,800,000.00 impairment loss

1.buildings 21,800,000.00 21,800,000.00

2. Land use rights

V. Total carrying amount 359,142,048.67 291,666,325.21

1.buildings 263,784,730.67 198,586,550.93

2. Land use rights 95,357,318.00 93,079,774.28

8.16 Fixed Assets Item 2020 2019 2018

Fixed assets 8,638,397,695.70 6,021,650,430.71 5,281,165,816.92

Disposal of fixed assets 1,291,341.21 7,282,006.48 581,583.71

Total 8,639,689,036.91 6,028,932,437.19 5,281,747,400.63

8.16.1 Fixed assets

δ1εDetails of fixed assets Items 2019 Increase Decrease 2020

1. Total gross carrying amount 11,949,002,325.68 3,478,783,908.86 69,686,063.80 15,358,100,170.74

Including:δ1εland 14,472,944.40 26,447.00 14,446,497.40

˄2˅buildings 3,309,877,027.52 539,780,410.63 9,451,017.51 3,840,206,420.64

˄3˅Machinery equipment 8,162,792,683.53 2,885,661,551.25 11,724,259.53 11,036,729,975.25

˄4˅Transportation equipment 175,707,479.65 33,738,521.07 39,088,163.18 170,357,837.54

δ5ε Electronic equipment 121,809,815.72 16,425,875.42 9,297,502.53 128,938,188.61

δ6εOffice equipment 3,261,070.80 428,372.09 98,674.05 3,590,768.84

δ7εOthers 161,081,304.06 2,749,178.40 163,830,482.46

2. Accumulated depreciation 5,142,554,571.68 614,218,950.36 49,666,893.42 5,707,106,628.62

Including:δ1εland

˄2˅buildings 1,157,445,926.41 125,290,716.52 2,289,408.53 1,280,447,234.40

– F-121 – Items 2019 Increase Decrease 2020

˄3˅Machinery equipment 3,606,566,173.08 460,368,797.11 4,634,361.84 4,062,300,608.35

˄4˅Transportation equipment 128,186,317.77 13,275,017.51 33,986,926.69 107,474,408.59

δ5ε Electronic equipment 95,310,025.79 11,380,343.45 8,657,568.05 98,032,801.19

δ6εOffice equipment 2,369,151.36 387,281.35 98,628.31 2,657,804.40

δ7εOthers 152,676,977.27 3,516,794.42 156,193,771.69

3. Total carrying amount before impairment 6,806,447,754.00 9,650,993,542.12

Including:δ1εland 14,472,944.40 14,446,497.40

˄2˅buildings 2,152,431,101.11 2,559,759,186.24

˄3˅Machinery equipment 4,556,226,510.45 6,974,429,366.90

˄4˅Transportation equipment 47,521,161.88 62,883,428.95

δ5ε Electronic equipment 26,499,789.93 30,905,387.42

δ6εOffice equipment 891,919.44 932,964.44

δ7εOthers 8,404,326.79 7,636,710.77

4.Total impairment 784,797,323.29 227,798,523.13 1,012,595,846.42

Including:δ1εland

˄2˅buildings 218,154,663.10 96,995,180.42 315,149,843.52

˄3˅Machinery equipment 563,041,062.98 130,796,787.89 693,837,850.87

˄4˅Transportation equipment 109,501.75 109,501.75

δ5ε Electronic equipment

δ6εOffice equipment

δ7εOthers 3,492,095.46 6,554.82 3,498,650.28

5. Total carrying amount 6,021,650,430.71 8,638,397,695.70

Including:δ1εland 14,472,944.40 14,446,497.40

˄2˅buildings 1,934,276,438.01 2,244,609,342.72

˄3˅Machinery equipment 3,993,185,447.47 6,280,591,516.03

˄4˅Transportation equipment 47,411,660.13 62,773,927.20

δ5ε Electronic equipment 26,499,789.93 30,905,387.42

δ6εOffice equipment 891,919.44 932,964.44

δ7εOthers 4,912,231.33 4,138,060.49

– F-122 – δContinuedε Items 2018 Increase Decrease 2019

1. Total gross carrying amount 11,570,688,249.56 1,447,975,998.14 1,069,661,922.02 11,949,002,325.68

Including:δ1εland 13,986,319.60 486,624.80 14,472,944.40

˄2˅buildings 2,783,989,570.62 561,500,417.03 35,612,960.13 3,309,877,027.52

˄3˅Machinery equipment 8,289,391,125.70 859,177,408.82 985,775,850.99 8,162,792,683.53

˄4˅Transportation equipment 182,469,608.03 16,887,823.36 23,649,951.74 175,707,479.65

δ5ε Electronic equipment 114,069,292.64 9,088,854.40 1,348,331.32 121,809,815.72

δ6εOffice equipment 2,467,142.88 796,877.92 2,950.00 3,261,070.80

δ7εOthers 184,315,190.09 37,991.81 23,271,877.84 161,081,304.06

2. Accumulated depreciation 5,385,536,507.33 399,182,428.30 642,164,363.95 5,142,554,571.68

Including:δ1εland

˄2˅buildings 1,077,513,693.00 93,013,943.34 13,081,709.93 1,157,445,926.41

˄3˅Machinery equipment 3,908,433,032.30 281,834,457.49 583,701,316.71 3,606,566,173.08

˄4˅Transportation equipment 137,908,368.97 12,062,161.71 21,784,212.91 128,186,317.77

δ5ε Electronic equipment 85,216,934.77 11,237,605.00 1,144,513.98 95,310,025.79

δ6εOffice equipment 2,054,551.51 317,549.85 2,950.00 2,369,151.36

δ7εOthers 174,409,926.78 716,710.91 22,449,660.42 152,676,977.27

3. Total carrying amount before impairment 6,185,151,742.23 6,806,447,754.00

Including:δ1εland 13,986,319.60 14,472,944.40

˄2˅buildings 1,706,475,877.62 2,152,431,101.11

˄3˅Machinery equipment 4,380,958,093.40 4,556,226,510.45

˄4˅Transportation equipment 44,561,239.06 47,521,161.88

δ5ε Electronic equipment 28,852,357.87 26,499,789.93

δ6εOffice equipment 412,591.37 891,919.44

δ7εOthers 9,905,263.31 8,404,326.79

4.Total impairment 903,985,925.31 15,582,615.63 134,771,217.65 784,797,323.29

Including:δ1εland

˄2˅buildings 213,139,716.77 5,197,899.88 182,953.55 218,154,663.10

˄3˅Machinery equipment 687,286,638.20 10,217,989.82 134,463,565.04 563,041,062.98

˄4˅Transportation equipment 107,670.04 2,757.85 926.14 109,501.75

δ5ε Electronic equipment

δ6εOffice equipment

δ7εOthers 3,451,900.30 163,968.08 123,772.92 3,492,095.46

5. Total carrying amount 5,281,165,816.92 6,021,650,430.71

Including:δ1εland 13,986,319.60 14,472,944.40

– F-123 – Items 2018 Increase Decrease 2019

˄2˅buildings 1,493,336,160.85 1,934,276,438.01

˄3˅Machinery equipment 3,693,671,455.20 3,993,185,447.47

˄4˅Transportation equipment 44,453,569.02 47,411,660.13

δ5ε Electronic equipment 28,852,357.87 26,499,789.93

δ6εOffice equipment 412,591.37 891,919.44

δ7εOthers 6,453,363.01 4,912,231.33

(2)Disposal of fixed assets Reasons for transferring to Items 2020 2019 2018 disposal of fixed assets Transportation equipment Waiting to be evaluated for 712,115.99 for sale sale disposal of fixed assets 579,225.22 579,225.22 581,583.71 Scrapped for disposal Equipment of Nanping Nanzhi chemical pulp 6,702,781.26 workshop Total 1,291,341.21 7,282,006.48

8.17 Construction in Progress

8.17.1 The details of construction in progress 2020 Items Gross carrying amount Impairment loss Carrying amount

Fujian Yongtai pumped storage power station project 2,522,610,513.36 2,522,610,513.36

Putian pinghaiwan phase II offshore wind power 1,342,486,374.86 1,342,486,374.86 project Putian pinghaiwan 308mw phase III offshore wind 1,137,015,672.10 1,137,015,672.10 power project

Construction of mintou operation center project 617,966,217.15 - 617,966,217.15

Damaoshan wind farm in Fuqing 309,918,225.55 309,918,225.55

Fujian Jinjiang 100mwh energy storage power station 218,079,436.75 218,079,436.75 pilot demonstration project

Biomass cogeneration project in Erlongshan town 186,065,492.73 186,065,492.73

Wanwu LNG gate station 86,405,399.30 86,405,399.30

Qingfeng phase II wind power project 58,739,410.19 58,739,410.19

Other projects under construction 430,544,246.54 52,973,911.69 377,570,334.85

Construction materials 329,001,886.04 16,090,777.12 312,911,108.92

Total 7,238,832,874.57 69,064,688.81 7,169,768,185.76

– F-124 – (Continued) 2019 Items Gross carrying amount Impairment loss Carrying amount

Fujian Yongtai pumped storage power station project 1,881,291,087.68 1,881,291,087.68 Putian pinghaiwan phase II offshore wind power 1,902,196,017.47 1,902,196,017.47 project Putian pinghaiwan 308mw phase III offshore wind 141,215,299.53 141,215,299.53 power project Construction of mintou operation center project 425,375,407.97 - 425,375,407.97

Damaoshan wind farm in Fuqing 71,262,327.08 71,262,327.08 Fujian Jinjiang 100mwh energy storage power station 195,485,473.75 195,485,473.75 pilot demonstration project Biomass cogeneration project in Erlongshan town 967,257.19 967,257.19

Wanwu LNG gate station 21,109,357.25 21,109,357.25

Qingfeng phase II wind power project 150,747,952.15 150,747,952.15

Other projects under construction 1,500,088,788.12 44,940,370.80 1,455,148,417.32

Construction materials 532,121,076.69 678,809.95 531,442,266.74

Total 6,821,860,044.88 45,619,180.75 6,776,240,864.13

(Continued) 2018 Items Gross carrying amount Impairment loss Carrying amount Putian pinghaiwan phase II 250MW offshore wind 1,753,116,590.13 1,753,116,590.13 power project Fujian Yongtai pumped storage power station project 1,265,570,603.52 1,265,570,603.52

Construction of mintou operation center project 204,251,914.01 204,251,914.01

Matoushan wind farm in Fuqing 263,015,374.36 263,015,374.36

Fujian Aojiang water control project 207,352,341.70 207,352,341.70 Fujian Jinjiang 100mwh energy storage power station 2,424,322.04 2,424,322.04 pilot demonstration project Fuqing Wangmushan wind farm 181,279,680.16 181,279,680.16

Putian pinghaiwan 312mw phase III offshore wind power project Qingfeng phase II wind power project 28,114,418.44 28,114,418.44

Other projects under construction 1,020,650,575.37 37,766,498.65 982,884,076.72

Construction materials 190,649,685.27 678,809.95 189,970,875.32

Total 5,116,425,505.00 38,445,308.60 5,077,980,196.40

– F-125 – 8.17.2 Changes of Significant Construction in Progress in Current Year (top 10 of closing balance) injected as a Constructi Amount of Interest Other proporti I Including: Amount of transferred on accumulated capitalization Project name Budget Opening balance Increase in 2020 decrease in Closing balance on of capitalized Source of funds to fixed assets in 2020 progress capitalized rate for 2020 budget interest for 2020 δ%ε interest 2020 (%) amount (%) Fujian Yongtai Bank loans and own pumped storage 6,730,450,100.00 1,881,291,087.68 641,319,425.68 2,522,610,513.36 38.11 38.11 195,517,470.00 74,913,374.17 4.08 funds power station project

Putian pinghaiwan Bank loans and own phase II offshore 4,960,000,000.00 1,902,196,017.47 975,338,278.18 1,535,047,920.79 1,342,486,374.86 81.78 81.78 76,393,029.96 36,693,725.59 2.83 funds wind power project Putian pinghaiwan 308mw phase III Bank loans and own 6,226,520,000.00 141,215,299.53 995,800,372.57 1,137,015,672.10 18.05 18.05 24,191,105.56 24,191,105.56 4.29 offshore wind power funds project Construction of Bank loans and own mintou operation 1,055,810,000.00 425,375,407.97 192,590,809.18 - - 617,966,217.15 58.70 58.70 32,511,014.20 16,568,252.23 4.65 funds center project – F-126 Damaoshan wind Bank loans and own 398,600,000.00 71,262,327.08 268,737,218.15 30,081,319.68 309,918,225.55 77.75 77.75 11,528,604.43 4,882,910.69 4.41 farm in Fuqing funds

Fujian Jinjiang 100mwh energy Bank loans and own storage power station 249,000,000.00 195,485,473.75 22,593,963.00 218,079,436.75 98.77 98.77 8,879,473.75 6,803,098.75 4.41 funds pilot demonstration project Biomass Shareholder interest cogeneration project 269,258,900.00 967,257.19 185,098,235.54 186,065,492.73 69.10 69.10 free loan in Erlongshan town

Wanwu LNG gate Bank loans and own 222,830,000.00 21,109,357.25 65,296,042.05 86,405,399.30 38.78 38.78 31,295.09 31,295.09 4.65 station funds

Qingfeng phase II Bank loans and own 579,945,100.00 150,747,952.15 91,247,622.21 183,256,164.17 58,739,410.19 76.63 76.63 12,416,357.55 2,628,193.55 4.47 wind power project funds

The first phase pipe network project of Bank loans and urban and rural water 448,060,000.00 54,024,579.99 - - 54,024,579.99 12.06 60.00 - - - government interest supply integration in subsidy Fuqing City

total 21,140,474,100.00 4,789,650,180.07 3,492,046,546.55 1,748,385,404.64 6,533,311,321.98 361,468,350.54 166,711,955.63

8.17.3 Provision for impairment of construction in progress for the current period Provision for Items Reasons for provision 2020 Equipment of Pingtan Qingfeng phase II wind The scale of the project is reduced, and the arrived 15,411,967.17 power project equipment is impaired

Wuhang project 5,334,578.19 Project closure

Putian caprolactam project 1,408,345.47 Project termination

Jianfengping group station 943,459.05 Project closure

Lianjiangdong natural gas vehicle filling station 168,176.98 Project closure

One card project of South Bus Station 132,754.78 Site removed

Shaowu gas station 46,226.42 Project closure

Total 23,445,508.06

8.17.4. construction materials Items 2020 2019 2018

Special equipment 1,030,814.19 66,803,913.15 183,010,727.24

Special materials 6,342,514.84 306,492.15

Inventory equipment 305,486,688.54 460,465,629.51 1,552,968.22

Inventory materials, etc 51,091.35 3,866,231.93 5,407,179.86

Total 312,911,108.92 531,442,266.74 189,970,875.32

8.18 Intangible Assets Items 2019 Increase Decrease 2020

I. Total gross carrying amount 1,933,550,331.38 122,145,007.70 6,051,450.86 2,049,643,888.22

Including: (1) Software 34,827,420.83 2,314,518.41 849,410.51 36,292,528.73

(2)Land-use rights 1,442,595,514.17 21,373,944.00 5,032,040.35 1,458,937,417.82

(3)Patent 5,106,603.77 2,641,509.43 7,748,113.20

(4) Royalties 451,020,792.61 95,815,035.86 170,000.00 546,665,828.47

II. Accumulated amortizaton 256,117,142.00 62,472,138.91 2,993,776.29 315,595,504.62

Including: (1) Software 22,680,144.31 3,266,518.45 815,880.51 25,130,782.25

(2)Land-use rights 180,400,502.06 32,593,339.27 2,169,631.86 210,824,209.47

(3)Patent 2,156,918.24 1,870,440.25 4,027,358.49

(4) Royalties 50,879,577.39 24,741,840.94 8,263.92 75,613,154.41

– F-127 – Items 2019 Increase Decrease 2020

III. Provision of impairment 4,762,032.28 556,750.65 5,318,782.93

Including: (1) Software 1,387,772.01 1,387,772.01

(2)Land-use rights 3,374,260.27 556,750.65 3,931,010.92

IV. Carrying amount 1,672,671,157.10 1,728,729,600.67

Including: (1) Software 10,759,504.51 9,773,974.47

(2)Land-use rights 1,258,820,751.84 1,244,182,197.43

(3)Patent 2,949,685.53 3,720,754.71

(4) Royalties 400,141,215.22 471,052,674.06

(Continued) Item 2018 Increase Decrease 2019

I. Total gross carrying amount 1,384,580,155.08 556,335,195.90 7,365,019.60 1,933,550,331.38

Including: (1) Software 30,463,895.04 4,516,025.79 152,500.00 34,827,420.83

(2)Land-use rights 1,129,605,487.37 317,602,546.40 4,612,519.60 1,442,595,514.17

(3)Patent 7,706,603.77 2,600,000.00 5,106,603.77

(4) Royalties 216,804,168.90 234,216,623.71 451,020,792.61

II. Accumulated amortizaton 199,183,762.58 60,477,420.68 3,544,041.26 256,117,142.00

Including: (1) Software 19,056,240.91 3,776,403.40 152,500.00 22,680,144.31

(2)Land-use rights 152,416,755.06 28,775,288.26 791,541.26 180,400,502.06

(3)Patent 4,251,257.86 505,660.38 2,600,000.00 2,156,918.24

(4) Royalties 23,459,508.75 27,420,068.64 50,879,577.39

III. Provision of impairment 4,670,580.84 91,451.44 4,762,032.28

Including: (1) Software 1,387,772.01 1,387,772.01

(2)Land-use rights 3,282,808.83 91,451.44 3,374,260.27

IV. Carrying amount 1,180,725,811.66 1,672,671,157.10

Including: (1) Software 10,019,882.12 10,759,504.51

(2)Land-use rights 973,905,923.48 1,258,820,751.84

(3)Patent 3,455,345.91 2,949,685.53

(4) Royalties 193,344,660.15 400,141,215.22

– F-128 – 8.19 Goodwill

8.19.1 Carrying Amount of Goodwill Increase in Decrease in Name of investee or events to generate goodwill 2019 2020 current year current year Xiamen chuangcheng Financing Guarantee Co., Ltd. 27,580,200.21 27,580,200.21 (Non under common control) Zhongmin (Ningde) water Co., Ltd. (Non under 10,892,536.54 10,892,536.54 common control) CNOOC (Xiamen) new energy Co., Ltd. (Non under 4,569,653.06 4,569,653.06 common control) Fujian Huaxing (Sanming) pawn Co., Ltd. (Non 499,350.83 499,350.83 under common control) Shanghai Pudong tianchu Mushroom Industry Co., 64,084.60 64,084.60 Ltd. (Non under common control) CNOOC Putian new energy Co., Ltd. (Non under 51,904.57 51,904.57 common control) Fujian mintou Industrial Zone Development Co., Ltd. 4,572,007.72 4,572,007.72 (Non under common control) Pingtan mintou new energy Co., Ltd. (Non under 467,643.74 467,643.74 common control) Total 48,697,381.27 48,697,381.27

The name of the invested entity or the matters 2018 Increase Decrease 2019 forming goodwill Xiamen chuangcheng Financing Guarantee Co., Ltd. 27,580,200.21 27,580,200.21 (Non under common control) Zhongmin (Ningde) water Co., Ltd. (Non under 10,892,536.54 10,892,536.54 common control) CNOOC (Xiamen) new energy Co., Ltd. (Non under 4,569,653.06 4,569,653.06 common control) Taicang Jiangcheng municipal sewage treatment Co., 901,657.11 901,657.11 Ltd. (Non under common control) Fujian Huaxing (Sanming) pawn Co., Ltd. (Non 499,350.83 499,350.83 under common control) Shanghai Pudong tianchu Mushroom Industry Co., 64,084.60 64,084.60 Ltd. (Non under common control) CNOOC Putian new energy Co., Ltd. (Non under 51,904.57 51,904.57 common control) Fujian Mintou Industrial Zone Development Co., 4,572,007.72 4,572,007.72 Ltd. (Non under common control) Pingtan mintou new energy Co., Ltd. (Non under 467,643.74 467,643.74 common control) Total 49,131,394.64 467,643.74 901,657.11 48,697,381.27

8.19.2 Impairment loss for goodwill Increase in Decrease in Name of investee or events to generate goodwill 2019 2020 current year current year Xiamen chuangcheng Financing Guarantee Co., Ltd. 27,580,200.21 27,580,200.21 (Non under common control) Shanghai Pudong tianchu Mushroom Industry Co., 64,084.60 64,084.60 Ltd. (Non under common control) Fujian Mintou Industrial Zone Development Co., Ltd. 4,572,007.72 4,572,007.72 (Non under common control) Total 32,216,292.53 32,216,292.53

– F-129 – (Continued) Increase in Decrease in Name of investee or events to generate goodwill 2018 2019 current year current year Xiamen chuangcheng Financing Guarantee Co., Ltd. 27,580,200.21 27,580,200.21 (Non under common control) Shanghai Pudong tianchu Mushroom Industry Co., 64,084.60 64,084.60 Ltd. (Non under common control) Fujian mintou Industrial Zone Development Co., Ltd. 4,572,007.72 4,572,007.72 (Non under common control) Total 32,216,292.53 32,216,292.53

8.20 Long-term Prepaid Expenses The reason of Increase in Amortization in Other Items 2019 2020 other current year current year decrease decrease 220 kV transmission line of China Fujian 48,969,826.70 2,522,051.16 46,447,775.54 Haidian Upgrading and reconstruction project 14,222,817.19 -74,614.16 707,410.15 13,440,792.88 of grade a sewage treatment plant Hami 20MW photovoltaic power 6,820,512.64 324,786.36 6,495,726.28 station and line rental Sinopec two way 5,929,190.70 808,594.07 5,120,596.63 equipment rental fee Mawei gasification 3,011,801.01 52,293.58 155,412.59 2,908,682.00 station Landfill leachate 2,751,407.90 22,814.74 253,930.56 2,520,292.08 upgrading project Rent of ned equipment in Wan'an railway 2,302,889.65 344,070.80 332,307.72 2,314,652.73 station Office decoration cost of China Fujian 2,952,937.45 53,709.62 984,614.43 2,022,032.64 energy Landfill - anti seepage 2,126,577.67 -2,618.74 193,017.12 1,930,941.81 expansion project Rental fee of Zhangpu 1,388,888.90 1,388,888.90 Wan'an station Others 18,486,512.56 5,329,121.76 8,410,284.03 15,405,350.29

Total 107,574,473.47 7,113,666.50 14,692,408.19 99,995,731.78

(Continued) The reason Increase in Amortization in Other Items 2018 2019 of other current year current year decrease decrease 220 kV transmission line of China Fujian 50,441,023.21 1,471,196.51 48,969,826.70 Haidian Upgrading and reconstruction project 14,933,958.07 711,140.88 14,222,817.19 of grade a sewage treatment plant Hami 20MW photovoltaic power 7,145,299.00 324,786.36 6,820,512.64 station and line rental

– F-130 – The reason Increase in Amortization in Other Items 2018 2019 of other current year current year decrease decrease Sinopec two way 6,737,784.77 808,594.07 5,929,190.70 equipment rental fee Mawei gasification 3,185,999.75 15,094.34 189,293.08 3,011,801.01 station Landfill leachate 3,001,535.90 250,128.00 2,751,407.90 upgrading project China Fujian Haidian construction and 18,821,979.34 16,207,815.56 2,614,163.78 installation all risks insurance Landfill - anti seepage 2,191,019.43 64,441.76 2,126,577.67 expansion project Decoration cost of office space of China 1,500,379.01 1,338,290.26 722,841.47 2,115,827.80 Fujian energy 10kV double circuit power supply line of 1,566,441.45 175,675.68 1,390,765.77 Nanping Nanzhi Others 12,562,366.90 10,894,579.74 5,387,215.17 448,149.16 17,621,582.31

Total 47,632,228.95 86,703,522.22 26,313,128.54 448,149.16 107,574,473.47

8.21 Deferred Tax Assets and Deferred Tax Liabilities

Deferred tax assets and deferred tax liabilities not presented in Net Amount After

Offsetting Closing balance in 2020 Items Deductible / taxable temporary Deferred tax assets / liabilities difference 1.Deferred tax assets 315,932,700.93 1,272,635,111.63

Impairment loss for assets 288,621,858.00 1,161,086,833.37

Deductible losses 7,588,068.51 31,944,366.08 Valuation of trading financial instruments and 353,405.41 1,413,621.62 derivative financial instruments Impairment assessment of restructuring 1,707,543.99 6,830,175.96

Depreciation of fixed assets 143,078.80 867,144.24 others 17,518,746.22 70,492,970.36

2.Deferred tax liabilities 1,284,157,666.05 5,196,124,936.74 Valuation of trading financial instruments and 3,079.60 12,318.40 derivative financial instruments Changes in fair value of financial assets held for 1,231,422,766.64 4,925,691,066.22 trading included in other comprehensive income Value added of restructuring evaluation 917,712.68 3,670,850.70

Depreciation of fixed assets

Others 51,814,107.13 266,750,701.42

– F-131 – (Continued) Closing balance in 2019 Item Deductible / taxable temporary Deferred tax assets / liabilities difference 1.Deferred tax assets 262,881,421.71 1,059,532,902.09

Impairment loss for assets 244,076,552.89 981,454,523.86

Deductible loss 6,046,772.27 25,782,610.85

Valuation of trading financial instruments and derivative financial instruments 735,709.69 3,566,735.95

Impairment assessment of restructuring 1,707,543.99 6,830,175.96

Depreciation of fixed assets 101,223.14 613,473.58 other 10,213,619.73 41,285,381.89

2.Deferred tax liabilities 1,139,855,732.03 4,676,343,135.14

Valuation of trading financial instruments and derivative financial instruments 2,395.77 9,583.09 Changes in fair value of financial assets held for 1,098,497,712.54 4,393,990,850.42 trading included in other comprehensive income Value added of restructuring evaluation 917,712.68 3,670,850.70

Depreciation of fixed assets

Others 40,437,911.04 278,671,850.93

(Continued) Closing balance in 2018 Item Deductible / taxable temporary Deferred tax assets / liabilities difference 1.Deferred income tax assets 278,722,075.62 1,126,788,127.22

Impairment loss for assets 263,115,255.69 1,054,767,052.53

Deductible loss 5,903,502.94 29,677,991.76 Valuation of trading financial instruments and 420,007.14 1,680,028.54 derivative financial instruments Changes in fair value of available for sale financial 93,075.42 372,301.69 assets included in other comprehensive income Impairment assessment of restructuring 1,707,543.99 6,830,175.96

Depreciation of fixed assets 139,316.00 844,339.39 other 7,343,374.44 32,616,237.35

2. Deferred income tax liabilities 671,992,694.61 2,690,373,915.03 Valuation of trading financial instruments and -191,204.23 -764,816.92 derivative financial instruments Changes in fair value of financial assets held for 642,140,887.83 2,568,563,551.41 trading included in other comprehensive income Value added of restructuring evaluation 917,712.68 3,670,850.70

Depreciation of fixed assets 877,076.20 5,315,613.33

Others 28,248,222.13 113,588,716.51

– F-132 – 8.22 Other Non-current Assets

8.22.1 Classification of other non current assets

Items 2020 2019 2018

1.Total of original value 2,635,614,192.70 2,608,226,764.62 2,791,842,066.42

1.1 Agency business assets 382,450,942.55 384,268,629.08 383,800,642.62

1.2 Debt paying assets 165,241,010.26 166,321,926.26 166,321,926.26

1.3 Financial leasing assets 22,749,303.52 23,761,522.24 9,000,000.00

1.4 Entrusted loans 400,000,000.00 419,540,000.00 420,200,179.55

1.5 Others 1,665,172,936.37 1,614,334,687.04 1,812,519,317.99

2. Total provision for 162,823,680.23 49,712,604.73 31,746,467.33 impairment

3. Total Carrying amount 2,472,790,512.47 2,558,514,159.89 2,760,095,599.09

8.22.2 The details of agency business assets Balance of provision Original value at the Description of agency Customer name for impairment at the due date end of 2020 business end of 2020

Provincial Department 382,450,942.55 No agreement Financial entrusted loan of Finance

Total 382,450,942.55

8.22.3 The details of entrusted loans

As of December 31, 2020, the details of entrusted loans are as follows:

Balance of Annual Closing balance provision for Customer name interest rate Due date Overdue information in 2020 impairment at δ%ε the end of 2020

The entrusted loan receivable from Fujian Automobile Industry Group Co., Ltd. is 400 million yuan, which has been overdue and has not been returned as of August 29, Fujian Automobile 2009. According to the decision of the August Industry Group Co., 400,000,000.00 provincial government and the provincial 29,2009 Ltd state-owned assets, it will be converted to equity investment of Fujian Automobile Industry Group Co., Ltd. at present, the equity conversion plan has been submitted for approval.

Total 400,000,000.00

– F-133 – 8.23 Detailed of assets for impairment

Increase in 2020 Amount Items 2020.1.1 Amount recognized increased due Others Total in current year to business combination I. Allowance for doubtful accounts 1,807,949,188.18 217,303,102.79 217,303,102.79

II. Inventory write-down 354,035,016.67 2,033,352.66 2,033,352.66

ƿIII. Loss allowance for contract assets 5,130.00 9,787.06 9,787.06 IV. Loss allowance for assets held for sale V. Loss allowance for 414,063,293.93 68,570,562.98 68,570,562.98 available-for-sale financial assets VI. Loss allowance for long-term 33,967,347.24 13,348,276.83 13,348,276.83 equity investments VII. Loss allowance for investment 21,800,000.00 properties VIII. Loss allowance for fixed assets 784,797,323.29 176,749,619.26 51,048,903.87 227,798,523.13 IX. Loss allowance for construction in 45,619,180.75 23,445,508.06 23,445,508.06 progress X. Loss allowance for bearer biological assets XI. Loss allowance for oil and gas assets ƿXII. Loss allowance for right-of-use assets XIII. Loss allowance for intangible 4,762,032.28 556,750.65 556,750.65 assets XIV. Loss allowance for goodwill 32,216,292.53 ƿXV. Loss allowance for costs of obtaining a contract ƿXVI. Loss allowance for costs to fulfill a contract XVII. Others 894,740,479.95 154,536,819.79 154,536,819.79

Total 4,393,955,284.82 655,997,029.43 51,605,654.52 707,602,683.95

(Continued) Decrease in 2020 Items Reversal of Derecognized Decrease due 2020 asset asset to business Others Total impairment impairment combination I. Allowance for doubtful 24,460,445.00 835,696.56 25,296,141.56 1,999,956,149.41 accounts

II. Inventory write-down 87,752.04 87,752.04 355,980,617.29

ƿIII. Loss allowance for contract 14,917.06 assets IV. Loss allowance for assets held for sale V. Loss allowance for 750,030.00 750,030.00 481,883,826.91 available-for-sale financial assets VI. Loss allowance for 4,197,224.09 4,197,224.09 43,118,399.98 long-term equity investments VII. Loss allowance for 21,800,000.00 investment properties VIII. Loss allowance for fixed 1,012,595,846.42 assets IX. Loss allowance for 69,064,688.81 construction in progress

– F-134 – Decrease in 2020 Items Reversal of Derecognized Decrease due 2020 asset asset to business Others Total impairment impairment combination X. Loss allowance for bearer biological assets XI. Loss allowance for oil and gas assets ƿXII. Loss allowance for right-of-use assets XIII. Loss allowance for 5,318,782.93 intangible assets XIV. Loss allowance for 32,216,292.53 goodwill ƿXV. Loss allowance for costs of obtaining a contract ƿXVI. Loss allowance for costs to fulfill a contract XVII. Others 16,212,302.87 3,562,100.00 633,843.84 20,408,246.71 1,028,869,053.03

Total 41,422,777.87 7,847,076.13 1,469,540.40 50,739,394.40 5,050,818,574.37

Increase in 2019 Amount Items 2018 Amount increased due to recognized in Others Total business current year combination I. Allowance for doubtful 1,764,366,088.81 71,080,401.91 523,517.60 301,042.71 71,904,962.22 accounts

II. Inventory write-down 353,253,210.43 2,394,025.63 2,394,025.63

ƿIII. Loss allowance for contract assets IV. Loss allowance for assets held for sale V. Loss allowance for 401,053,236.91 13,010,057.02 13,010,057.02 available-for-sale financial assets VI. Loss allowance for 37,956,575.27 1,088,292.05 1,088,292.05 long-term equity investments VII. Loss allowance for 21,800,000.00 investment properties VIII. Loss allowance for 903,985,925.31 15,399,430.08 183,185.55 15,582,615.63 fixed assets IX. Loss allowance for 38,445,308.60 7,173,872.15 7,173,872.15 construction in progress X. Loss allowance for bearer biological assets XI. Loss allowance for oil and gas assets ƿXII. Loss allowance for 4,670,580.84 91,451.44 91,451.44 right-of-use assets XIII. Loss allowance for intangible assets XIV. Loss allowance for 32,216,292.53 goodwill ƿXV. Loss allowance for costs of obtaining a contract ƿXVI. Loss allowance for costs to fulfill a contract XVII. Others 1,007,809,932.45 80,417,842.26 950,130.27 81,367,972.53

Total 4,565,557,151.15 190,563,921.10 706,703.15 1,342,624.42 192,613,248.67

– F-135 – (Continued)

Decrease in 2019

Decrease Items due to 2019 Reversal of asset Derecognized business Others Total impairment asset impairment combinati on

I. Allowance for doubtful 17,941,076.72 12,686,267.54 4,217,569.25 34,844,913.51 1,801,426,137.52 accounts

II. Inventory write-down 178,220.29 1,433,999.10 1,612,219.39 354,035,016.67

ƿIII. Loss allowance for contract assets IV. Loss allowance for assets held for sale V. Loss allowance for available-for-sale financial 414,063,293.93 assets VI. Loss allowance for 5,077,520.08 5,077,520.08 33,967,347.24 long-term equity investments VII. Loss allowance for 21,800,000.00 investment properties VIII. Loss allowance for 134,771,217.65 134,771,217.65 784,797,323.29 fixed assets IX. Loss allowance for 45,619,180.75 construction in progress X. Loss allowance for bearer biological assets XI. Loss allowance for oil and gas assets ƿXII. Loss allowance for 4,762,032.28 right-of-use assets XIII. Loss allowance for intangible assets XIV. Loss allowance for 32,216,292.53 goodwill ƿXV. Loss allowance for costs of obtaining a contract ƿXVI. Loss allowance for costs to fulfill a contract

XVII. Others 82,150,283.78 112,287,141.25 194,437,425.03 894,740,479.95

Total 100,269,580.79 266,256,145.62 4,217,569.25 370,743,295.66 4,387,427,104.16

8.24 Short-term borrowings Item 2020 2019 2018

Pledged loans 93,789,490.00 143,338,880.00 201,000,600.00

Mortgage loans 93,927,024.00 53,746,800.00

Guaranteed loans 27,023,200.16 340,100,000.00

Credited loans 1,803,322,293.15 3,205,402,258.23 3,664,753,596.80

Total 1,991,038,807.15 3,429,511,138.39 4,205,854,196.80

– F-136 – 8.25 Notes Payable

Items 2020 2019 2018

Bank acceptance draft 24,078,682.46 90,000,000.00 10,000,000.00

Total 24,078,682.46 90,000,000.00 10,000,000.00

8.26 Trade Payables

8.26.1 The details of accounts payable

Item 2020 2019 2018

Within 1 year (including 1 2,309,043,544.35 1,797,971,184.24 1,585,217,308.22 year)

1-2 years (including 2 years) 356,181,252.38 486,989,663.69 97,750,015.03

2-3 years (including 3 years) 57,078,303.14 59,332,191.45 102,424,615.85

Over 3 years 136,104,044.31 114,568,533.98 83,273,884.40

Total 2,858,407,144.18 2,458,861,573.36 1,868,665,823.50

8.26.2 Significant Trade Payables aged over 1 year (top 5 closing balance)

As of December 31, 2020, the major accounts payable aged over 1 year are as follows: creditor Closing balance aging Reason for unpaid

Dongfang Electric Group Dongfang Not up to the standard of 154,448,866.00 1-2 years Motor Co., Ltd settlement and payment 1-2 years CNY28,792,961.49, 2-3 Not up to the standard of Sinohydro Bureau 16 Co., Ltd 41,745,479.94 years CNY 1,370,616.63, settlement and payment Over 3 years CNY 11,581,901.82 Fujian Jiulong Construction Group Co., Not up to the standard of 40,024,405.52 1-2 years Ltd settlement and payment

Not up to the standard of Xiangdian wind energy Co., Ltd 19,300,000.00 Over 3 years settlement and payment China Municipal Engineering Central Not up to the standard of South design and Research Institute Co., 17,289,605.50 Over 3 years settlement and payment Ltd Total 272,808,356.96 —— ——

Note: As of December 31, 2020, there is no amount of shareholders who holding more than 5% (including 5%) voting shares in the balance of accounts payable.

– F-137 – 8.27 Advances from Customers

8.27.1 Aging Analysis Aging December 31,2020 January 1,2020 December 31,2018

Within 1 year (including 1 year) 171,874,371.63 157,000,473.18 134,055,178.20

1-2 years (including 2 years) 80,500,169.11 40,035,770.40 24,751,515.79

2-3 years (including 3 years) 20,283,321.31 10,464,743.63 6,592,854.46

Over 3 years 20,679,613.61 17,421,703.90 16,714,562.93

Total 293,337,475.66 224,922,691.11 182,114,111.38

Note: there is no advance payment from shareholders who holding more than 5%

(including 5%) voting shares of the company.

8.27.2 Significant Advances from Customers Aged over 1 year (top 5 of closing balance)

As of December 31, 2020, the large amount of advances from customers (the top five of closing balance) aging more than one year are as follows: Reasons for non creditor Closing balance Aging repayment Fuzhou Zhonggeng Wangfu Real Estate 5,690,105.11 1-2 years Unsettled project funds Development Co., Ltd Fuqing runtou Real Estate Development Co., 5,026,985.81 1-2 years Unsettled project funds Ltd Fuqing Hengda Real Estate Co., Ltd 4,751,054.72 1-2 years Unsettled project funds

Fuqing Rongqiao Real Estate Co., Ltd 4,661,609.20 1-2 years Unsettled project funds

Fuqing Maohui Real Estate Co., Ltd 4,111,426.83 1-2 years Unsettled project funds

total 24,241,181.67

8.28 Contract Liabilities Items 2020 2019 2018

Payment for goods 106,974,796.53 24,833,761.31

Total 106,974,796.53 24,833,761.31

Note: according to the new revenue standard of the ministry of finance, the subsidiary,

Fudian New Energy adjusted the advance payment with contract basis originally listed in the statement item "advances from customers" to the statement item "contract liability", affecting the amount of CNY24,833,761.31 at the beginning of the year.

– F-138 – 8.29 Employee Benefits Payable

8.29.1 List of staff salaries payable Increase in current Decrease in current Items 2019 2020 year year 1.Short-term employee benefits 76,441,154.95 689,486,814.04 695,833,982.30 70,093,986.69 2.Post-employment benefit-defined 25,106,290.39 38,935,666.59 39,742,394.79 24,299,562.19 contribution plans 3.Termination benefits 942,534.40 11,931,627.66 12,236,362.30 637,799.76

4.Other benefits due within one year

5.Others 14,965.00 14,965.00

Total 102,504,944.74 740,354,108.29 747,812,739.39 95,046,313.64

(Continued) Increase in current Decrease in Items 2018 2019 period current period 1.Short-term employee benefits 110,219,077.61 644,715,468.18 678,493,390.84 76,441,154.95 2.Post-employment benefit-defined 26,655,855.92 78,065,343.03 79,614,908.56 25,106,290.39 contribution plans 3.Termination benefits 3,646,228.91 10,322,910.55 13,026,605.06 942,534.40

4.Other benefits due within one year

5.Others 14,965.00 14,965.00

Total 140,536,127.44 733,103,721.76 771,134,904.46 102,504,944.74

8.29.2 Short-term Employee Benefits Increase in current Decrease in current Items 2019 2020 year year 1. Salaries, bonus, allowances 62,684,129.86 552,533,919.78 559,178,050.24 56,039,999.40 and subsidies 2. welfare 119,703.28 37,469,078.39 37,252,125.67 336,656.00

3. Social insurance 7,245,859.35 34,681,281.47 34,244,485.56 7,682,655.26 Including: (3.1) Health 4,835,474.21 32,747,465.24 32,365,236.79 5,217,702.66 insurance ˄3.2˅Work injury insurance 2,156,435.42 154,284.81 102,617.90 2,208,102.33

˄3.3˅Maternity insurance 253,949.72 1,779,531.42 1,776,630.87 256,850.27

˄3.4˅Others

4. Housing fund 2,000,895.73 47,220,602.49 47,461,996.26 1,759,501.96 5. Labor union funds and 4,389,005.36 11,377,727.86 11,549,007.05 4,217,726.17 employee education funds 6. Short-term paid leave

7. Short-term profit sharing plan 8. Others 1,561.37 6,204,204.05 6,148,317.52 57,447.90

Total 76,441,154.95 689,486,814.04 695,833,982.30 70,093,986.69

– F-139 – (Continued) Increase in current Decrease in current Items 2018 2019 year year 1. Salaries, bonus, allowances 94,718,457.75 507,344,516.98 539,378,844.87 62,684,129.86 and subsidies

2. welfare 141,068.20 37,259,646.24 37,281,011.16 119,703.28

3. Social insurance 8,052,718.59 39,898,457.83 40,705,317.07 7,245,859.35

Including: (3.1) Health 5,748,576.51 36,713,915.62 37,627,017.92 4,835,474.21 insurance

˄3.2˅Work injury insurance 2,002,885.35 1,364,992.18 1,211,442.11 2,156,435.42

˄3.3˅Maternity insurance 301,256.73 1,819,550.03 1,866,857.04 253,949.72

˄3.4˅Others

4. Housing fund 2,384,152.89 43,182,752.67 43,566,009.83 2,000,895.73

5. Labor union funds and 4,206,917.18 13,238,346.81 13,056,258.63 4,389,005.36 employee education funds

6. Short-term paid leave

7. Short-term profit sharing 715,763.00 715,763.00 plan

8. Others 3,791,747.65 3,790,186.28 1,561.37

Total 110,219,077.61 644,715,468.18 678,493,390.84 76,441,154.95

8.29.3 defined contribution plan Increase in current Decrease in current Items 2019 2020 year year

1. Basic Pensions 9,599,870.07 11,697,848.36 11,287,046.04 10,010,672.39

2. Unemployment insurance 1,033,796.25 166,401.71 149,716.05 1,050,481.91

3. Enterprise annuity contribution 14,472,624.07 13,521,122.12 14,755,338.30 13,238,407.89

4.Others 13,550,294.40 13,550,294.40

Total 25,106,290.39 38,935,666.59 39,742,394.79 24,299,562.19

(Continued) Item 2018 Increase in current period Decrease in current period 2019

1. Basic Pensions 10,106,283.55 51,726,439.49 52,232,852.97 9,599,870.07

2. Unemployment insurance 1,046,628.86 1,340,122.20 1,352,954.81 1,033,796.25

3. Enterprise annuity contribution 15,502,943.51 12,283,166.40 13,313,485.84 14,472,624.07

4.Others 12,715,614.94 12,715,614.94

Total 26,655,855.92 78,065,343.03 79,614,908.56 25,106,290.39

– F-140 – 8.30 Taxes and Surcharge Payable Tax payable in Items 2019 Taxes paid in 2020 2020 2020 VAT 28,651,897.98 164,933,793.10 138,665,944.59 54,919,746.49

Corporate income taxes 117,355,770.43 276,988,355.40 215,120,722.69 179,223,403.14

City construction taxes 1,200,920.09 10,056,194.44 8,816,299.09 2,440,815.44

Property taxes 3,939,841.32 15,340,385.83 13,595,590.67 5,684,636.48

Land use taxes 1,482,014.13 6,841,752.71 6,251,088.57 2,072,678.27

Individual income tax 3,055,538.61 13,779,835.61 11,177,851.04 5,657,523.18 Education surcharge(including local 862,358.34 8,011,060.07 6,869,281.72 2,004,136.69 education surcharge) Land-value increment tax 608,503.53 608,503.53

Stamp duty 2,643,374.15 8,865,573.23 10,097,231.01 1,411,716.37

Vehicle and vessel use tax 200,134.17 200,134.17

Flood protection fee 366,860.31 817,582.85 812,276.10 372,167.06

Other tax 158,202.72 965,736.66 1,040,646.98 83,292.40

Total 159,716,778.08 507,408,907.60 413,255,570.16 253,870,115.52

δContinuedε Tax payable in Item 2018 Taxes paid in 2019 2019 2019 VAT 61,143,715.42 108,602,677.56 141,094,495.00 28,651,897.98

Corporate income taxes 116,257,103.47 168,995,239.78 167,896,572.82 117,355,770.43

City construction taxes 3,847,393.71 6,431,814.75 9,078,288.37 1,200,920.09

Property taxes 3,913,745.51 15,078,134.98 15,052,039.17 3,939,841.32

Land use taxes 1,774,374.48 6,707,506.57 6,999,866.92 1,482,014.13

Individual income tax 2,990,407.53 13,964,487.65 13,899,356.57 3,055,538.61 Education surcharge(including local 2,838,303.97 5,064,624.99 7,040,570.62 862,358.34 education surcharge) Land-value increment tax 4,336,139.48 4,336,139.48

Stamp duty 9,347,092.19 6,114,574.34 12,818,292.38 2,643,374.15

Vehicle and vessel use tax 191,273.69 191,273.69

Flood protection fee 142,867.51 902,845.67 678,852.87 366,860.31

Other tax 797,293.92 9,497,940.60 10,137,031.80 158,202.72

Total 203,052,297.71 345,887,260.06 389,222,779.69 159,716,778.08

– F-141 – 8.31 Other Payables Item 2020 2019 2018

Interest payable 734,572,398.21 579,851,891.53 548,319,689.53

Dividend payable 1,610,840.82 1,610,840.82 138,662,237.92

Others 1,239,199,049.18 991,092,616.74 1,057,073,479.97

Total 1,975,382,288.21 1,572,555,349.09 1,744,055,407.42

8.31.1 The details of interests payable Item 2020 2019 2018 Interests of long-term borrowings with interests payable by installment and 67,846,055.43 52,117,462.19 50,560,688.10 principal payable upon maturity Bond interests 639,217,846.53 519,776,461.44 465,729,031.31 Interests of short-term 1,839,235.61 3,476,501.67 27,812,678.89 borrowings Others 25,669,260.64 4,481,466.23 4,217,291.23

Total 734,572,398.21 579,851,891.53 548,319,689.53

8.31.2 The details of dividends payable Items 2020 2019 2018 Luoyuan County State owned assets 1,563,520.00 1,563,520.00 1,563,520.00 operation company JINSHENG LIN 47,320.82 47,320.82 47,320.82 Fujian state owned Assets Management 137,051,397.10 Co., Ltd Total 1,610,840.82 1,610,840.82 138,662,237.92

8.31.3 Other Payables

(1) Other payables Presented by Nature Items 2020 2019 2018

Current account 408,998,313.59 387,806,834.65 365,672,287.10

Collection and payment 114,922,148.90 132,481,835.29 302,097,876.35

Deposit and margin 208,470,479.95 301,007,359.64 193,095,473.91

Accrued expenses 25,669,036.32 31,588,729.64 21,912,202.18

Staff payment to be paid 3,157,225.74 3,947,186.20 4,767,587.31

Central special fund (state financing guarantee fund corporation) 354,356,737.04

Others 123,625,107.64 134,260,671.32 169,528,053.12

Total 1,239,199,049.18 991,092,616.74 1,057,073,479.97

– F-142 – (2) List other accounts payable by aging Aging 2020 2019 2018

Within 1 year (including 1 year) 704,650,578.03 494,464,056.37 355,603,206.33

1-2 years (including 2 years) 82,229,831.34 70,428,966.72 189,799,397.39

2-3 years (including 3 years) 49,472,081.44 26,565,147.70 66,887,006.28

Over 3 years 402,846,558.37 399,634,445.95 444,783,869.97

Total 1,239,199,049.18 991,092,616.74 1,057,073,479.97

(3) Significant other payables Aged Over One Yearδtop five of closing balanceε creditor Closing balance Againg Reasons for unpaid Hong Kong Yuanqiao 47,422,024.28 Over 3 years It has been shut down for many years Investment Co., Ltd Hong Kong Jianxing Finance 36,510,399.96 Over 3 years Related party transactions Limited Fuzhou branch of Zhongfu Strait (Pingtan) Development 28,305,000.00 1-2 years Equity Fund Co., Ltd Project recovery entrusted by Unsettled, to be converted into Provincial Planning 28,195,073.36 Over 3 years company capital Commission Fujian tianfule Investment 24,659,620.00 2-3 years Performance bond for installment Co., Ltd Total 165,092,117.60

δ4εAs of December 31, 2020, Top five payables based on the other payables creditor Closing balance Againg Reasons for unpaid State financing guarantee fund 354,356,737.04 Within 1 year Entrusted central special funds Co., Ltd Hong Kong Yuanqiao 47,422,024.28 Over 3 years It has been shut down for many years Investment Co., Ltd Fuzhou Xujin Trading Co., 40,286,945.00 Within 1 year Performance bond Ltd Hong Kong Jianxing Finance 36,510,399.96 Over 3 years Related party transactions Limited Shishi Liusheng Asset 35,482,151.07 Within 1 year Performance bond Management Co., Ltd Total 514,058,257.35

8.32 Non-current Liabilities Due within One Year Items 2020 2019 2018 Long-term borrowings due 2,069,546,283.95 5,459,030,467.27 2,471,785,967.68 within one year Bonds payable due within one 12,237,159,334.53 7,800,000,000.00 3,698,531,581.33 year Long-term payables due 347,550,019.85 17,355,259.42 within one year Total 14,654,255,638.33 13,276,385,726.69 6,170,317,549.01

– F-143 – 8.33 Other Current Liabilities Items 2020 2019 2018

Short-term bonds payable 1,000,000,000.00

Deferred income

Output tax to be transferred 10,429,116.63 3,372,195.97 150,575.57

Payment of bonds 82,255.37 82,255.37 82,255.37

Sale of repurchase debt 6,000,000.00

Total 10,511,372.00 3,454,451.34 1,006,232,830.94

8.34 Long-term Borrowings

Items 2020 2019 2018

Pledged loans 2,644,535,299.27 2,663,475,271.67 2,159,882,494.39

Mortgage loans 716,823,445.00 516,579,930.00 490,311,022.11

Guaranteed loans 2,937,399,099.94 3,093,549,611.70 3,129,036,800.00

Credited loans 16,270,820,102.88 11,549,485,734.24 11,145,891,740.51

Total 22,569,577,947.09 17,823,090,547.61 16,925,122,057.01

8.35 Bonds Payable

8.35.1 Bond payable

Items 2020 2019 2018

The third issue of medium term note b in 20 1,488,364,621.44 years (2020.2.21-2030.2.21) The first issue of medium term notes in 20 years 1,479,614,563.76 (2020.1.10-2035.1.10) The first corporate bond in 17 years 998,742,966.87 997,895,783.18 997,140,181.13 (2017.7.27-2025.7.27) The first issue of corporate bonds in 19 years 998,600,459.58 998,433,517.32 - δ2019.9.19-2029.9.19) The first corporate bond in 20 years 998,498,142.79 (2020.10.26-2025.10.26) The fifth issue of medium term note in 20 years 997,572,448.51 (2020.5.21-2023.5.21) The third issue of medium term notes in 19 years 996,497,565.53 995,492,665.99 - δ2019.6.14-2024.6.14ε The fourth issue of medium term notes in 19 996,388,053.24 995,398,958.96 - years δ2019.7.22-2024.7.22ε The second issue of medium term notes in 20 995,918,217.86 years (2020.2.14-2025.2.14) The sixth issue of medium term note in 20 years 995,303,038.97 (2020.10.15-2025.10.15)

– F-144 – Items 2020 2019 2018

The fifth issue of medium term notes in 19 years 991,402,762.53 990,554,725.59 - δ2019.8.19-2029.8.19ε The sixth issue of medium term notes in 19 years 991,345,728.97 990,505,758.63 - δ2019.9.11-2029.9.11ε The fourth issue of medium term note in 20 years 991,067,410.83 (2020.2.27-2030.2.27) Convertible bonds of Fujian energy in the past 20 520,924,317.04 years The fifth issue of medium term notes in 18 years 498,428,802.02 497,929,939.55 497,455,160.43 δ2018.12.7-2023.12.7ε The first issue of medium term notes in 19 years 498,340,611.76 497,804,962.61 - δ2019.3.12-2024.3.12ε The second issue of medium term notes in 19 498,282,568.74 497,754,327.73 - yearsδ2019.4.19-2024.4.19ε The third issue of medium term note a in 20 496,493,749.77 years (2020.2.21-2025.2.21)

19 Huaxing 01 δ2019.9.24-2022.9.24ε 298,970,835.99 298,625,060.34 -

13 mintou bond (2013.4.9-2021.4.9) 1,153,420,000.00 1,153,420,000.00

14 mintou bond (2014.10.16-2021.10.16) 86,000,000.00 -

The first issue of corporate bonds in 2016 1,500,000,000.00 1,500,000,000.00 (2016.1.15-2024.1.15) The second issue of corporate bonds in 2016 1,000,000,000.00 1,000,000,000.00 (2016.3.1-2024.3.1) The first corporate bond in 2016 1,000,000,000.00 1,000,000,000.00 (2016.4.25-2024.4.25) The second issue of corporate bonds in 2016 2,000,000,000.00 2,000,000,000.00 (2016.7.22-2024.7.22) First issue of 18 year medium term notes 1,498,007,436.33 1,496,540,111.18 δ2018.4.17-2021.4.17ε The second issue of medium term notes in 18 1,297,977,992.81 1,296,671,238.28 years (2018.6.19-2021.6.19) The third issue of 18 year medium term notes 698,597,896.80 697,881,601.38 δ2018.11.7-2021.11.7ε

18-year special bond δ2018.11.15-2023.11.15ε 996,961,386.22 996,251,320.25

The fourth issue of medium term notes in 18 997,993,511.83 996,990,557.69 years (2018.11.22-2021.11.22) The first phase of 15 year medium term notes 1,000,000,000.00 (2015.3.24-2020.3.24) The second term note in 2015 3,000,000,000.00 (2015.8.28-2020.8.28)

15 Fu investment bonds (2015.11.2-2023.11.2) 3,000,000,000.00

15 year parking special bond 800,000,000.00 (2015.12.11-2025.12.11)

Total 16,730,756,866.20 19,989,353,923.89 21,432,350,170.34

– F-145 – 2ȽChanges of Bonds Payable

Bond Issued in current Interest at par Amortization of Bond name Par value Issue date Amount issued 2019 2020 term year value premium/discount

13 mintou bond (2013.4.9-2021.4.9) 1,153,420,000.00 2013/4/9 8 ᒪ 1,153,420,000.00 1,153,420,000.00 1,153,420,000.00

14 mintou bond (2014.10.16-2021.10.16) 86,000,000.00 2014/10/16 7 ᒪ 86,000,000.00 86,000,000.00 86,000,000.00

The first issue of corporate bonds in 2016 1,500,000,000.00 2016/1/13 8 ᒪ 1,500,000,000.00 1,500,000,000.00 1,500,000,000.00 (2016.1.15-2024.1.15) The second issue of corporate bonds in 2016 1,000,000,000.00 2016/2/26 8 ᒪ 1,000,000,000.00 1,000,000,000.00 1,000,000,000.00 (2016.3.1-2024.3.1) The first corporate bond in 2016 1,000,000,000.00 2016/4/25 8 ᒪ 1,000,000,000.00 1,000,000,000.00 1,000,000,000.00 (2016.4.25-2024.4.25) The second issue of corporate bonds in 2016 2,000,000,000.00 2016/7/22 8 ᒪ 2,000,000,000.00 2,000,000,000.00 2,000,000,000.00 (2016.7.22-2024.7.22)

– F-146 The first corporate bond in 17 years 1,000,000,000.00 2017/7/25 8 ᒪ 1,000,000,000.00 997,895,783.18 -847,183.69 998,742,966.87 (2017.7.27-2025.7.27) First issue of 18 year medium term notes 1,500,000,000.00 2018/4/16 3 ᒪ 1,500,000,000.00 1,498,007,436.33 -1,678,949.58 1,499,686,385.91 δ2018.4.17-2021.4.17ε The second issue of medium term notes in 18 1,300,000,000.00 2018/6/14 3 ᒪ 1,300,000,000.00 1,297,977,992.81 -1,465,725.86 1,299,443,718.67 years (2018.6.19-2021.6.19) The third issue of 18 year medium term notes 700,000,000.00 2018/11/5 3 ᒪ 700,000,000.00 698,597,896.80 -757,800.55 699,355,697.35 δ2018.11.7-2021.11.7ε

18-year special bond δ2018.11.15-2023.11.15ε 1,000,000,000.00 2018/11/13 5 ᒪ 1,000,000,000.00 996,961,386.22 -754,219.05 997,715,605.27

The fourth issue of medium term notes in 18 1,000,000,000.00 2018/11/20 3 ᒪ 1,000,000,000.00 997,993,511.83 -1,055,526.59 999,049,038.42 years (2018.11.22-2021.11.22) The fifth issue of medium term notes in 18 years 500,000,000.00 2018/12/6 5 ᒪ 500,000,000.00 497,929,939.55 -498,862.47 498,428,802.02 δ2018.12.7-2023.12.7ε The first issue of medium term notes in 19 years 500,000,000.00 2019/3/8 5 ᒪ 500,000,000.00 497,804,962.61 -535,649.15 498,340,611.76 δ2019.3.12-2024.3.12ε The second issue of medium term notes in 19 500,000,000.00 2019/4/17 5 ᒪ 500,000,000.00 497,754,327.73 -528,241.01 498,282,568.74 yearsδ2019.4.19-2024.4.19ε

Bond Issued in current Interest at par Amortization of Bond name Par value Issue date Amount issued 2019 2020 term year value premium/discount The third issue of medium term notes in 19 years 1,000,000,000.00 2019/6/12 5 ᒪ 1,000,000,000.00 995,492,665.99 -1,004,899.54 996,497,565.53 δ2019.6.14-2024.6.14ε The fourth issue of medium term notes in 19 1,000,000,000.00 2019/7/18 5 ᒪ 1,000,000,000.00 995,398,958.96 -989,094.28 996,388,053.24 years δ2019.7.22-2024.7.22ε The fifth issue of medium term notes in 19 years 1,000,000,000.00 2019/8/15 10years 1,000,000,000.00 990,554,725.59 -848,036.94 991,402,762.53 δ2019.8.19-2029.8.19ε The sixth issue of medium term notes in 19 years 1,000,000,000.00 2019/9/9 10years 1,000,000,000.00 990,505,758.63 -839,970.34 991,345,728.97 δ2019.9.11-2029.9.11ε The first issue of corporate bonds in 19 years 1,000,000,000.00 2019/9/17 10years 1,000,000,000.00 998,433,517.32 -166,942.26 998,600,459.58 δ2019.9.19-2029.9.19)

19 Huaxing 01 δ2019.9.24-2022.9.24ε 300,000,000.00 2019/9/24 3years 300,000,000.00 298,625,060.34 -345,775.65 298,970,835.99

The first issue of medium term notes in 20 years 1,500,000,000.00 2020/1/8 15years 1,500,000,000.00 1,500,000,000.00 20,385,436.24 1,479,614,563.76 (2020.1.10-2035.1.10) – F-147 The second issue of medium term notes in 20 1,000,000,000.00 2020/2/13 5years 1,000,000,000.00 1,000,000,000.00 4,081,782.14 995,918,217.86 years (2020.2.14-2025.2.14) The third issue of medium term note a in 20 500,000,000.00 2020/2/19 5years 500,000,000.00 500,000,000.00 3,506,250.23 496,493,749.77 years (2020.2.21-2025.2.21) The third issue of medium term note b in 20 1,500,000,000.00 2020/2/19 10years 1,500,000,000.00 1,500,000,000.00 11,635,378.56 1,488,364,621.44 years (2020.2.21-2030.2.21) The fourth issue of medium term note in 20 years 1,000,000,000.00 2020/2/25 10years 1,000,000,000.00 1,000,000,000.00 8,932,589.17 991,067,410.83 (2020.2.27-2030.2.27) The fifth issue of medium term note in 20 years 1,000,000,000.00 2020/5/19 3years 1,000,000,000.00 1,000,000,000.00 2,427,551.49 997,572,448.51 (2020.5.21-2023.5.21) The sixth issue of medium term note in 20 years 1,000,000,000.00 2020/10/13 5years 1,000,000,000.00 1,000,000,000.00 4,696,961.03 995,303,038.97 (2020.10.15-2025.10.15) The first corporate bond in 20 years 1,000,000,000.00 2020/10/22 5years 1,000,000,000.00 1,000,000,000.00 1,501,857.21 998,498,142.79 (2020.10.26-2025.10.26) Convertible bonds of Fujian energy in the past 560,000,000.00 2020/7/22 3years 560,000,000.00 530,188,193.09 9,263,876.05 520,924,317.04 20 years

ਾ䇗 29,099,420,000.00 29,099,420,000.00 19,989,353,923.89 9,030,188,193.09 54,114,805.16 12,234,670,445.62 16,730,756,866.20

8.36 Long-term Payables Items 2020 2019 2018

Long-term payable 3,212,511,872.01 217,007,360.14 171,473,534.23

Special payable 2,939,516,074.11 2,757,510,633.90 28,457,607,567.55

Total 6,152,027,946.12 2,974,517,994.04 28,629,081,101.78

8.36.1 Top five of closing balance of long-term payables Items 2020 2019 2018

Total 3,212,511,872.01 217,007,360.14 171,473,534.23 Provincial Department of 1,994,000,000.00 Finance Fujian Railway Construction 1,050,000,000.00 Office Bank of China Financial 44,384,601.63 61,881,014.45 Leasing Co., Ltd Xiangdian wind energy Co., Ltd 38,076,167.79 36,297,586.08 34,602,083.96 Fuqing Minjiang water transfer 21,439,538.33 21,439,538.33 21,439,538.33 management center Others 64,611,564.26 97,389,221.28 115,431,911.94

8.36.2 Top five of closing balance of special payables Item 2020 2019 2018

Total 2,939,516,074.11 2,757,510,633.90 28,457,607,567.55 Collection of local railway construction funds allocated by 1,089,535,770.00 889,535,770.00 26,670,570,849.00 various cities Fujian Provincial Department of Finance (pre allocated 774,000,000.00 774,000,000.00 804,000,000.00 railway funds and venture funds) Special fund for compensation 553,402,284.43 615,476,527.97 551,915,945.08 Fujian Provincial Department of finance enterprise capital 325,913,564.54 320,619,933.63 315,426,155.22 chain emergency support funds Special fund for 32,123,300.00 32,123,300.00 estate and supplements of water/electricity/vapor Others 164,541,155.14 125,755,102.30 115,694,618.25

8.37 Long-term Employee Benefits Items 2020 2019 2018

1. Post employment benefits - net liabilities arising from defined benefit plan

2. Termination benefits 4,093,535.63 5,312,075.92 7,099,978.37

3. Other long term benefits 3,339,674.67 3,509,874.67 3,679,399.67

Total 7,433,210.30 8,821,950.59 10,779,378.04

142

– F-148 –

8.38 Provisions Items 2020 2019 2018

Costs of dismantlement, removal and restoration 89,450,620.14 42,972,619.16 36,813,310.30

External guarantee 530,645.42 530,645.42 530,645.42

Outstanding lawsuit 182,134.55

Total 90,163,400.11 43,503,264.58 37,343,955.72

Note: Provisions - Costs of dismantlement, removal and restoration refer to the abandonment expenses of the subsidiary Fujian Zhongmin haishang Wind Power Co., Ltd.

8.39 Deferred Income Increase in Decrease in Items 2019 2020 current year current year Zhongmin water -Maintenance cost of 7,196,866.91 2,060,146.38 895,232.42 8,361,780.87 secondary water supply Nanzhi- supporting minor enterprises 8,239,961.06 280,927.68 7,959,033.38 management project Zhongmin water -Maintenance fee of 7,361,351.24 929,485.68 6,431,865.56 frequency conversion for water affairs Nanzhi -forestry paper integration project 8,515,475.97 2,221,428.60 6,294,047.37 Zhongmin water -New construction of water supply pipeline for aluminum 5,579,138.89 196,333.32 5,382,805.57 copper smelting project Railway preliminary work funds 4,848,279.00 1,438.00 4,846,841.00 Zhongmin water -Construction headquarters of Luoyuan section of 4,201,982.28 144,895.92 4,057,086.36 Shenhai Double Line Expressway Zhongmin water -Subsidy for technical renovation of No.1 sewage expansion 4,000,000.00 80,000.00 3,920,000.00 project of Water Industry Co., Ltd Payment for water supply network reconstruction project in Liudu village of 3,655,000.11 34,862.40 149,724.59 3,540,137.92 Zhongmin water affairs Nanzhi -financial return of land funds 3,144,160.00 73,120.00 3,071,040.00

Others 45,661,633.88 5,788,255.17 13,366,185.29 38,083,703.76

Total 102,403,849.34 7,883,263.95 18,338,771.50 91,948,341.79

(Continued) Increase in Decrease in Items 2018 2019 current year current year Nanzhi -forestry paper integration project 10,736,904.57 2,221,428.60 8,515,475.97 Nanzhi- supporting minor enterprises 8,520,888.74 280,927.68 8,239,961.06 management project Zhongmin water -Maintenance fee of 8,036,119.94 254,716.98 929,485.68 7,361,351.24 frequency conversion for water affairs Zhongmin water -Maintenance cost of 7,196,866.91 7,196,866.91 secondary water supply

143

– F-149 –

Increase in Decrease in Items 2018 2019 current year current year South paper product structure adjustment 8,184,523.62 1,250,000.04 6,934,523.58 and technical transformation project Zhongmin water -New construction of water supply pipeline for aluminum 5,890,000.00 310,861.11 5,579,138.89 copper smelting project Railway preliminary work funds 4,996,094.00 147,815.00 4,848,279.00 Construction headquarters of Luoyuan section of Shenhai Double Line 4,346,878.20 144,895.92 4,201,982.28 Expressway Zhongmin water -Subsidy for technical renovation of No.1 sewage expansion 4,000,000.00 4,000,000.00 project Zhongmin water -Payment for water supply network reconstruction project in 3,798,333.39 143,333.28 3,655,000.11 Liudu village Others 38,202,599.71 7,591,575.24 3,922,904.65 41,871,270.30

Total 92,712,342.17 19,043,159.13 9,351,651.96 102,403,849.34

8.40 Other Non-current Liabilities Items 2020 2019 2018 Agency business liabilities (entrusted 383,388,126.28 384,945,158.31 384,544,280.66 deposit) Revenue account for selling house 1,809,565.30 1,804,059.02 1,798,583.73 Special account for house maintenance 508,264.48 506,716.62 505,177.68 Others 13,085,800.00 15,375,800.00 Total 398,791,756.06 402,631,733.95 386,848,042.07

8.41 Paid-in Capital Changes in reporting period

Name of Investors 2018 Conversion of 2020 Stock new issue provident fund Other Sub-total dividended into shares State owned assets supervision and Administration 10,000,000,000.00 10,000,000,000.00 Commission of Fujian Total number of 10,000,000,000.00 10,000,000,000.00 shares

8.42 Capital Reserve

In 2020 Items 2019 Increase Decrease 2020

1. Capital (or stock) premium -2,502,570.70 98,548,342.04 96,045,771.34

2. Other capital reserves 24,163,328,392.77 885,000,000.00 74,670,434.80 24,973,657,957.97

2.1 Changes in other equity of investee 2,325,869,179.10 72,466,902.80 2,253,402,276.30

2.2 Others 21,837,459,213.67 885,000,000.00 2,203,532.00 22,720,255,681.67

Total 24,160,825,822.07 983,548,342.04 74,670,434.80 25,069,703,729.31

Including: state owned exclusive capital reserve 24,160,825,822.07 983,548,342.04 74,670,434.80 25,069,703,729.31

144

– F-150 –

Note: the increase of other capital reserves in the current period is due to receive the railway construction fund of CNY 885,000,000.00; The capital reserve decreased by CNY

2,135,532.00 due to the transfer of estate and supplements of water/electricity/vapor of the subordinate subsidiary Xingguang group headquarters; The change of other equity transferred out by Huaxing venture capital company (Huaxing Longteng venture capital company) reduced the capital reserve by CNY 68,000.00.

In 2019 Items 2018 Increase Decrease 2019

1. Capital (or stock) premium -2,502,570.70 -2,502,570.70

2. Other capital reserves 23,185,898,676.24 982,305,849.79 4,876,133.26 24,163,328,392.77

2.1 Changes in other equity of investee 2,330,745,312.36 4,876,133.26 2,325,869,179.10

2.2 Others 20,855,153,363.88 982,305,849.79 21,837,459,213.67

Total 23,183,396,105.54 982,305,849.79 4,876,133.26 24,160,825,822.07

Including: state owned exclusive 23,183,396,105.54 982,305,849.79 4,876,133.26 24,160,825,822.07 capital reserve

Total 460,358,482.14 43,011,904.16 503,370,386.30

Note: the increase of other capital reserves in the current period is due to the return of railway construction funds and state-owned capital funds received by Fujian investment and

Development Group Co., Ltd. for Putian pinghaiwan phase II project CNY 982,250,000.00;

Fujian Zhongmin Water Investment Group Co., Ltd. increased capital reserve by CNY

55,849.79 due to Zhongmin (Ningde) water Co., Ltd. purchasing minority shareholders' equity of Fujian Ningde Jinhui Municipal Construction Engineering Co., Ltd. The decrease in the current period is due to changes in other equity of the investee.

8.43 Special Reserve Items 2020 2019 2018

Safety production fee 21,294,357.20 18,620,106.35 14,935,853.42

Total 21,294,357.20 18,620,106.35 14,935,853.42

145

– F-151 –

8.44 Surplus Reserve Items 2020 2019 2018

Statutory surplus reserve 1,375,834,187.25 1,281,841,756.60 1,227,058,257.93

Total 1,375,834,187.25 1,281,841,756.60 1,227,058,257.93

8.45 General Risk Reserve Items 2020 2019 2018

General risk preparation 62,373,339.00 53,360,047.37 53,115,671.56

Total 62,373,339.00 53,360,047.37 53,115,671.56

8.46 Undistributed Profits Items 2020 2019 2018

Opening balance 11,551,856,033.77 10,040,491,389.59 8,741,493,532.92

Other adjustment -47,862,782.69 26,784,237.31

Beging balance in current period 11,503,993,251.08 10,067,275,626.90 8,741,493,532.92

Increase in current period 1,993,861,871.10 1,934,633,722.86 1,751,710,056.97

Including: Transfer in of current net profit 1,993,861,871.10 1,923,612,696.44 1,751,710,056.97

Other adjustment 11,021,026.42

Derease in current period 632,445,116.26 450,053,315.99 452,712,200.30

Including: Surplus reserve withdrawn in the current period 93,992,430.65 53,558,940.18 147,375,574.32

General risk preparation withdrawn in the 9,013,291.63 244,375.81 643,525.98 current period Cash dividends distributed in the current 519,380,000.00 386,250,000.00 294,693,100.00 period

Converted capital

Others 10,059,393.98 10,000,000.00 10,000,000.00

Closing balance in current period 12,865,410,005.92 11,551,856,033.77 10,040,491,389.59

Note: in 2020, the listed subsidiary, Zhongmin energy purchased 100% equity of the company's subordinate Zhongmin offshore wind power company by issuing CNY common shares and convertible corporate bonds, resulting in the implementation of new financial instruments and new revenue accounting standards by Zhongmin offshore wind power company since 2020, and the implementation of new financial instruments and new revenue accounting standards by Xiamen International Bank since 2020. The total amount of undistributed profit at the beginning of the period affected by the instrument accounting

146

– F-152 – standard is CNY-47,862,782.69. See notes "5.1" for details.

In 2019, the listed subsidiary, Zhongmin energy, Fudou new energy and some associated enterprises such as Huafu securities implemented the new accounting standards related to financial instruments since January 1, 2019, which will affect the initial undistributed profit of

CNY 26,784,237.31. See notes "5.1" for details.

8.47 Operating Revenue and Operating Costs 2020 2019 Items Income cost Income cost

1 κ Sub-total of main 4,629,229,978.34 3,153,330,054.67 3,795,299,981.64 3,055,689,732.21 business Electricity sales revenue 1,248,819,104.07 399,905,415.10 714,392,120.73 315,380,934.05

LNG transportation 126,056,927.32 101,007,701.83 136,992,023.26 108,579,753.64 revenue

Natural gas sales revenue 2,026,489,704.60 1,843,114,126.14 2,058,126,591.86 1,987,721,975.78

Water sales revenue 437,851,732.04 315,111,519.36 381,161,795.93 272,019,797.31

House rental income 6,947,957.59 5,300,917.61 10,282,577.21 5,240,335.91

Steam coal and 262,033,386.53 258,423,926.51 caprolactam sales revenue

Consulting service fee 7,140,834.28 9,054,395.00

Project management fee 4,766,500.26 4,510,471.57

Project revenue 129,037,651.61 105,301,894.24 132,672,352.99 113,929,665.35

Income from liquidation of 126,878,803.98 91,407,671.79 non performing assets

Paper industry revenue 2,856,468.26 638,140.45 5,217,165.91 1,301,942.65 Sales revenue of pharmaceutical raw 22,590,397.59 26,430,356.48 materials Revenue from auto trade 9,774,493.65 9,731,130.12

Income from financial 32,039,214.31 4,439,270.00 37,251,052.67 8,766,135.16 leasing Income from guarantee 6,023,444.44 3,058,045.24 6,807,478.89 111,772,551.03 business

other 212,288,249.05 117,029,098.19 175,059,392.59 94,815,154.73

2. Subtotal of other 331,286,258.94 186,753,901.69 476,529,876.39 314,318,232.74 business

Rental income 39,695,440.18 15,254,429.05 49,069,081.05 19,193,015.26

Revenue from sale of 152,596,795.56 121,618,363.14 296,128,128.57 263,218,391.40 materials Income from capital 53,609,763.47 50,786,452.40 occupation fee

others 85,384,259.73 49,881,109.50 80,546,214.37 31,906,826.08

Total 4,960,516,237.28 3,340,083,956.36 4,271,829,858.03 3,370,007,964.95

147

– F-153 –

(Continued) Items 2018

Revenue cost

1. Subtotal of main business 4,753,039,220.82 3,854,317,367.95

Electricity sales revenue 668,576,027.72 301,733,836.30

LNG transportation revenue 158,116,220.16 128,411,486.41

Natural gas sales revenue 2,199,354,597.87 2,009,514,443.83

Water sales revenue 351,336,688.52 257,364,766.00

House rental income 8,466,243.52 5,764,109.56

Property related income 26,289,529.47 24,051,787.49

Consulting service fee 5,719,250.84

Project management fee 4,736,520.65

Project revenue 143,780,213.77 119,338,381.95

Income from liquidation of non performing assets 145,324,835.16

Paper industry revenue 4,013,427.73 2,915,798.25

Sales revenue of pharmaceutical raw materials 68,018,722.03 55,267,294.81

Revenue from auto trade 794,992,295.46 784,929,966.92

Income from financial leasing 47,758,518.04 13,245,552.11

Income from guarantee business 9,168,747.61 74,673,962.61 other 117,387,382.27 77,105,981.71

2. Subtotal of other business 565,575,745.48 292,164,667.44

Rental income 48,520,124.55 20,826,140.35

Revenue from sale of materials 254,725,180.61 223,534,482.27

Income from capital occupation fee 160,626,933.98 9,770.00

Other 101,703,506.34 47,794,274.82

Total 5,318,614,966.30 4,146,482,035.39

8.48 Interest expenses Items 2020 2019 2018

1. Interest income 28,110,876.56 27,746,489.96 34,719,481.74 —1.1 Loans and advances 25,451,964.30 25,723,202.07 34,232,087.67 Including: 1.1.1 Personal loans and advances 21,575,953.83 17,910,610.59 24,760,659.50

1.1.2 Company loans and advances 3,876,010.47 7,812,591.48 9,471,428.17 —1.2 Other 2,658,912.26 2,023,287.89 487,394.07 Net interest income 28,110,876.56 27,746,489.96 34,719,481.74

148

– F-154 –

8.49 Fee and commission expenses Items 2020 2019 2018

Handing fees and commission expenses 58,000,412.36 37,938,508.05 27,225,045.47

—Handing fees 24,924.89 18,428.52 18,572.99

—Commission expenses 57,975,487.47 37,920,079.53 27,206,472.48

Net income from handing fees and commission expenses -58,000,412.36 -37,938,508.05 -27,225,045.47

8.50 Other Income Item 2020 2019 2018

VAT refund immediately 15,799,536.28 16,634,139.55 23,623,125.87

Subsidy of re guarantee fee 7,800,000.00 Nanzhi-product structure adjustment and 6,934,523.58 1,250,000.04 1,250,000.04 technical transformation project Subsidy for job stabilization 7,593,453.42 195,793.92 Futou new energy- 2020 Jinma project 3,100,000.00 of Fudou new energy Futou new energy- -Financial subsidy 2,562,139.38 5,149,416.28 5,011,636.13 Nanping Nanzhi -forestry paper 2,221,428.60 2,221,428.60 2,221,428.60 integration project Pingtan Comprehensive Experimental 2,781,845.67 2,956,857.48 Zone Management Contribution Award Industrial Equity Investment Fund 206,100,438.36 -Financial subsidy Industry fund tax subsidy 1,919,003.46 2,759,846.72

Others 6,245,201.00 11,158,435.28 13,938,863.66

Total 55,038,127.93 247,585,512.97 48,804,901.02

8.51 Investment Income Sources of investment income 2020 2019 2018 Income from long-term equity investments 2,003,506,615.32 2,181,732,758.50 1,458,134,899.21 using equity method Income from disposal of long-term equity 1,703,694.12 51,976,317.66 -12,662,642.85 investments Investment income from financial assets measured at fair value through profit or -281,120.59 2,030,121.18 17,085.20 loss during holding period Investment income from disposal of financial assets measured at fair value 2,787,431.49 2,264,821.76 2,775,126.91 through profit or loss Income from available-for-sale financial 786,303,156.40 773,884,342.80 869,425,708.34 assets Income from disposal of available-for-sale 1,058,138,561.82 353,066,865.50 838,054,004.87 financial assets Others 28,622,352.46 49,154,813.22 22,333,124.54

Total 3,880,780,691.02 3,414,110,040.62 3,178,077,306.22

149

– F-155 –

8.52 Gains from changes in fair value Sources for gains on changes in fair value 2020 2019 2018

Trading financial assets -553,495.67 -1,207,638.05 -23,269.32

Total -553,495.67 -1,207,638.05 -23,269.32

8.53 Credit Impairment Losses Items 2020 2019 2018 Impairment loss for doubtful accounts (applicable to new financial assets -20,709,996.83 560,035.77 standards) Total -20,709,996.83 560,035.77

Note: loss is indicated with "-".

8.54 Assets Impairment Losses Items 2020 2019 2018

Impairment loss for doubtful accounts -172,132,660.96 -41,436,741.05 -82,396,176.65

Impairment loss for inventories -2,033,352.66 -2,215,805.34 -6,015,253.86 Impairment loss for available-for-sale -67,820,532.98 -13,010,057.02 -654,810.00 financial assets Impairment loss for long-term equity -13,348,276.83 -1,088,292.05 investments Impairment loss for fixed assets -176,749,619.26 -15,399,430.08 -6,484,645.30 Impairment losses of construction -15,411,967.17 -35,885.91 materials Impairment loss for construction in -8,033,540.89 -7,173,872.15 -1,271,477.16 progress Impairment losses of contract assets -9,787.06 7,451,768.42

Others -138,324,516.92 103,888,572.77

Total -593,864,254.73 23,564,375.08 -89,406,480.46

8.55 Gains on disposal of assets Items 2020 2019 2018 Disposal gains or losses recognized when selling non current assets (except financial instruments, long-term equity investment and 12,387.16 investment property) or disposal groups held-for-sale Gains or losses arising from the disposal of fixed assets not classified as held-for-sale, -11,903,213.14 25,750,897.00 16,599,153.74 construction in progress, productive biological assets and intangible assets Others 2,375,000.00 -333,161.40

Total -11,903,213.14 28,125,897.00 16,278,379.50

150

– F-156 –

8.56 Non Operating Income Items 2020 2019 2018 Gains on retirement of non-current 178,230.03 28,102.64 109,026.44 assets Donations received 19,239.00 Government grants unrelated to 270,000.00 350,000.00 174,200.00 daily operation of the Company Income from liquidated damages 1,156,380.76 1,539,849.71

Income from fines 1,076,420.00 321,705.00

Litigation compensation 649,772.84 205,827.60 Negative goodwill of business 7,331,095.76 combination under different control Compensation for demolition 6,590,490.00

Income from overdue fine 2,821,685.22

Emission right income 31,901,444.97

Others 1,260,847.22 8,243,384.62 31,095,728.84

Total 4,610,889.85 18,019,965.33 72,692,575.47

8.57 Non Operating Expenses Items 2020 2019 2018 Losses on retirement of 2,024,018.98 683,578.15 2,492,494.03 non-current assets External donation expenditure 5,953,726.09 5,562,514.90 5,319,627.90 Operation subsidy from 240,000,000.00 240,000,000.00 nansanlong Railway LvDe beverage joint guarantee 8,314,207.00 settlement Nanzhi& Xingguang :Fees for the separation and transfer of 15,375,800.00 estate and supplements of water/e lectricity/vapor Others 3,534,239.06 4,393,537.12 7,302,017.18

Total 259,826,191.13 266,015,430.17 15,114,139.11

8.58 Income Tax Expense Items 2020 2019 2018

Income tax expenses in current period 275,739,571.69 169,075,679.35 186,776,720.47

Adjustment of deferred income taxes -40,354,143.25 31,893,139.92 -1,222,545.02

Total 235,385,428.44 200,968,819.27 185,554,175.45

151

– F-157 –

8.59 Other Comprehensive Income Attributable to the Owners of the Company

8.59.1 Items in Other Comprehensive Income, Relevant Effects of Income Taxes, and Reclassification to Profit or Loss

2020 2019 2018 Items Pre-tax amount Income tax After-tax amount Pre-tax amount Income tax After-tax amount Pre-tax amount Income tax After-tax amount

1.Other comprehensive income that will not be reclassified -9,837,380.96 -9,837,380.96 -8,162,177.68 -8,162,177.68 subsequently to profit or loss 1.1 Remeasurement of defined benefit liability /(asset) 1.2Other comprehensive income that cannot be reclassified to -9,563,903.55 -9,563,903.55 12,245,584.91 12,245,584.91 profit or loss under equity method 1.3 Equity instrument designated as at fair value through other

– F-158 comprehensive income - -273,477.41 -273,477.41 -20,407,762.59 -20,407,762.59 Changes in fair value (applicable under new Standards for Financial Instruments) 1.4 Changes in the fair value of the enterprise's own credit risk

1.5 Others

2.Other comprehensive income that will be reclassified 70,970,588.54 128,199,297.70 -57,228,709.16 1,863,493,502.96 445,205,077.89 1,418,288,425.07 -2,948,287,128.58 -829,349,274.90 -2,118,937,853.68 subsequently to profit or loss 2.1Other comprehensive income that can be reclassified to profit or -354,197,758.15 272,253.22 -354,470,011.37 137,210,580.51 419,997.75 136,790,582.76 443,187,305.39 1,755,645.78 441,431,659.61 loss under equity method Less: Amount previously recognized in other comprehensive income and 6,709.06 6,709.06 reclassified to profit or loss in current period

Subtotal -354,197,758.15 272,253.22 -354,470,011.37 137,210,580.51 419,997.75 136,790,582.76 443,180,596.33 1,755,645.78 441,424,950.55

2.2 Debt instrument measured at fair value through other comprehensive income -

Changes in fair value (applicable under new Standards for Financial Instruments)

152

2020 2019 2018 Items Pre-tax amount Income tax After-tax amount Pre-tax amount Income tax After-tax amount Pre-tax amount Income tax After-tax amount

Less: Amount previously recognized in other comprehensive income and reclassified to profit or loss in current period

Sub-total

2.3 Gains or losses on changes in fair value of available-for-sale financial assets (applicable under 1,366,246,362.98 357,199,695.29 1,009,046,667.69 2,076,187,797.82 535,255,459.24 1,540,932,338.58 -2,359,069,304.19 -576,847,149.03 -1,782,222,155.16 former Standards for Financial Instruments) Less:Amount previously recognized in other comprehensive income and 904,089,615.52 229,272,650.81 674,816,964.71 361,881,516.41 90,470,379.10 271,411,137.31 1,017,031,086.57 254,257,771.64 762,773,314.93 reclassified to profit or loss in current period

– F-159 Sub-total 462,156,747.46 127,927,044.48 334,229,702.98 1,714,306,281.41 444,785,080.14 1,269,521,201.27 -3,376,100,390.76 -831,104,920.67 -2,544,995,470.09

2.4 Other comprehensive income from reclassification of financial assets (applicable under new Standards for Financial Instruments) Less: Amount previously recognized in other comprehensive income and reclassified to profit or loss in current period

Sub-total

5. Gains or losses on reclassification of held-to-maturity investments to available-for-sale financial assets (applicable under former Standards for Financial Instruments) Less: Amount previously recognized in other comprehensive income and reclassified to profit or loss in current period

Sub-total

153

2020 2019 2018 Items Pre-tax amount Income tax After-tax amount Pre-tax amount Income tax After-tax amount Pre-tax amount Income tax After-tax amount

2.6 Debt instrument measured at fair value through other comprehensive income - Credit

impairment loss (applicable under new Standards for Financial Instruments) Less: Amount previously recognized in other comprehensive income and reclassified to profit or loss in current period

Sub-total

2.7 Cash flow hedging reserve (effective part of profit and loss of cash flow hedging) Less: Amount transfer to initial

– F-160 cost of the hedged item Amount previously recognized in other comprehensive income and

reclassified to profit or loss in current period

Sub-total

2.8 Translation differences of financial statements presented in -36,988,400.77 -36,988,400.77 11,976,641.04 11,976,641.04 -15,367,334.14 -15,367,334.14 foreign currencies Less: Amount previously recognized in other comprehensive income and reclassified to profit or loss in current period

Sub-total -36,988,400.77 -36,988,400.77 11,976,641.04 11,976,641.04 -15,367,334.14 -15,367,334.14

9. Others

Less: Amount previously recognized in other comprehensive income and reclassified to profit or loss in current period

Sub-total

3. Total other comprehensive 61,133,207.58 128,199,297.70 -67,066,090.12 1,855,331,325.28 445,205,077.89 1,410,126,247.39 -2,948,287,128.58 -829,349,274.90 -2,118,937,853.68 income

154

Adjustment of other comprehensive income items

In 2020 Debt Gains or losses Equity instrument Cash flow Other on Remeasu instrument Debt instrument measured at hedge Other Own Other comprehensi reclassification Translation rement designated as at measured at fair Gains or losses on fair value reserve comprehensive credit comprehensive ve income of differences of of fair value value through changes in fair through (Effective income that cannot risk - income that can be from held-to-maturit financial oth Items defined through other other value of other portion of Sub-total be reclassified to Changes reclassified to profit reclassificati y investments statements ers benefit comprehensive comprehensive available-for-sale comprehensi gains or profit or loss under in fair or loss under equity on of to presented in liability income - income - Changes financial assets ve income - losses on equity method value method financial available-for-s foreign currencies /(asset) Changes in fair in fair value Credit cash flow assets ale financial value impairment hedge) assets loss

1. Opening balance 196,261,127.74 1,039,581,865.59 -120,729,364.15 1,115,113,629.18 in prior year 2. Increase or decrease in prior year 12,245,584.91 -20,407,762.59 136,790,582.76 1,269,521,201.27 11,976,641.04 1,410,126,247.39 (loss expressed with “-“) 3. Other – F-161 comprehensive income carried -12,245,584.91 -12,245,584.91 forward to retained earnings 4. Impact of the implementation of the new financial instruments -41,037,074.50 -41,037,074.50 standards in 2019 (decrease is indicated with "-") 5. Balance at the end -20,407,762.59 292,014,636.00 2,309,103,066.86 -108,752,723.11 2,471,957,217.16 of last year 6. Impact of the implementation of new financial 12,134,772.76 -44,973,750.75 -32,838,977.99 instruments standards in 2020 7. Balance at the beginning of this -8,272,989.83 247,040,885.25 2,309,103,066.86 -108,752,723.11 2,439,118,239.17 year 8. Amount of increase and decrease in current year -9,563,903.55 -273,477.41 -354,470,011.37 334,229,702.98 -36,988,400.77 -67,066,090.12 (decrease is indicated with "-") 9. Other comprehensive income carried forward to retained earnings 10. Closing balance -9,563,903.55 -8,546,467.24\ -107,429,126.12 2,643,332,769.84 -145,741,123.88 2,372,052,149.05 at the end of this year

155

In 2019

Debt Other Gains or instrument Debt compr losses on measured Cash flow Other instrument ehensi reclassifi Own at fair hedge Remeasur comprehensive measured at ve cation of Equity instrument credit Other comprehensive value reserve Translation ement of income that fair value Gains or losses on incom held-to-m designated as at fair risk - income that can be through (Effective differences of defined cannot be through changes in fair value of e from aturity Item value through other Chang reclassified to profit or other portion of financial statements others Sub-total benefit reclassified to other available-for-sale reclass investme comprehensive income es in loss under equity comprehe gains or presented in foreign liability profit or loss comprehens financial assets ificatio nts to - Changes in fair value fair method nsive losses on currencies /(asset) under equity ive income n of available- value income - cash flow method - Changes financi for-sale Credit hedge) in fair value al financial impairme assets assets nt loss

1. Opening balance in prior -245,163,822.81 3,584,577,335.68 -105,362,030.01 3,234,051,482.86 year 2. Amount of increase and decrease in the previous year 441,424,950.55 -2,544,995,470.09 -15,367,334.14 -2,118,937,853.68 (decrease – F-162 expressed with "-")

3. Balance at the 196,261,127.74 1,039,581,865.59 -120,729,364.15 1,115,113,629.18 end of last year

4. Others (decrease is -41,037,074.50 -41,037,074.50 indicated with "-") 5. Balance at the beginning of this 155,224,053.24 1,039,581,865.59 -120,729,364.15 1,074,076,554.68 year 6. Amount of increase and decrease in current year 12,245,584.91 -20,407,762.59 136,790,582.76 1,269,521,201.27 11,976,641.04 1,410,126,247.39 (decrease is indicated with "-") 7. Other comprehensive income carried -12,245,584.91 -12,245,584.91 forward to retained earnings 8. Closing balance at the -20,407,762.59 292,014,636.00 2,309,103,066.86 -108,752,723.11 2,471,957,217.16 end of this year

156

8.60 Exchange of N on Monetary Assets

During the reporting period, the company had no exchange of non monetary assets.

8.61 Share Based Payment

During the reporting period,the company had no share based payment.

8.62 Debt Restructuring

During the reporting period, the company had no debt restructuring.

8.63 Borrowing Cost

The company's assets with borrowing cost capitalization in this year are construction in progress. For details of borrowing cost capitalization, please refer to notes "8.17 construction in progress" for details.

8.64 Lease

Finaning leaseδlessorε Remaining lease term minimum lease receiptsδ2020ε Within 1 yearδIncluding 1 yearε 358,428,440.57

1-2 yearsδ Including 2 yearsε 59,857,207.04 2-3 yearsδ Including 3 yearsε 413,001,620.02 over 3 years 87,153,656.15 Total 918,440,923.78 Note: unrealized financing income 89,273,939.94

8.65 Termination of Operation

During the reporting period, the company did not have terminate operations.

8.66 Assets with Restricted Ownership (As of December 31, 2020)

Items Closing balance Limited reasons

Cash and cash equivalents 410,182,696.41 Insurance regulatory requirements and pledged deposits, etc

Accounts receivable 460,098,479.77 pledge loans

Available for sale financial 91,266,729.00 Pledge loans and litigation involved are frozen assets fixed assets 363,241,572.62 Mortgage loans intangible assets 391,335,955.60 Mortgage loans

157

– F-163 –

Items Closing balance Limited reasons

Construction in progress 619,791,159.41 Mortgage loans

1. Due to the loans from China Development Bank, CNY 616,000,000.00 of equity of the subsidiary tietou company was pledged.

2. Due to the loans from industrial bank, Heilongjiang Fulong's Other 1,032,667,100.00 two subsidiaries' equity of CNY 387,067,100.00 was pledged;

3. Due to the loans from China Merchants Bank, the equity of the subsidiary Zhongfu Strait (Pingtan) Water Engineering Co., Ltd. of CNY 29,600,000.00 was pledged.

8.67 Consolidated cash flow statement

8.67.1 Indirect method of cash flow statement Items 2020 2019 2018

1. To reconcile net profit to cash flows from operating activities:

Net profit 2,367,409,897.27 2,228,178,531.52 2,073,053,713.22

Plus: Impairment losss 593,864,254.73 -23,564,375.08 89,406,480.46

Credit impairment loss (new financial standard) 20,709,996.83 -560,035.77

Depreciation of fixed assets, depletion of oil and gas assets and 521,670,317.80 411,927,094.75 416,533,380.72 depreciation of productive biological assets

Depreciation of right-to-use assets

Amortizations of intangible assets 50,288,682.59 38,493,048.79 30,462,689.37

Aortizations of long term deferred expenses 11,695,404.66 9,965,028.89 6,380,754.59

Losses on disposal of fixed assets, intangible assets and other 10,668,208.85 -28,125,897.00 -40,566,136.74 long term assets Losses on retirement of fixed assets (income is indicated with 1,993,051.25 655,475.51 2,383,467.59 "-")

Losses on changes in fair value (income is indicated with "-") 553,495.67 1,207,638.05 23,269.32

Financial expenses (income is indicated with "-") 2,226,707,852.65 2,114,223,891.51 1,695,166,341.19

Investment losses (income is indicated with "-") -3,880,780,691.02 -3,414,110,040.62 -3,178,077,306.22

Decrease in deferred income tax assets (increase is indicated -53,054,708.97 20,877,174.34 -369,851.06 with "-") Increase in deferred income tax liabilities (decrease is indicated 11,376,879.92 11,136,117.29 -852,693.96 with "-")

Decrease in inventory (increase is indicated with "-") 102,245,285.20 -242,005,645.02 56,014,532.22

Decrease in receivables in operating activities (increase -6,045,678,482.71 25,075,689,879.27 -3,581,845,381.20 expressed with “-”) Increase in payables in operating activities (decrease expressed 6,762,802,108.66 -24,955,428,013.63 3,659,012,870.55 with “-”)

Others 2,037,025.63 2,032,841.47 -11,329,305.74

Net cash flow from operating activities 2,704,508,579.01 1,250,592,714.27 1,215,396,824.31

Significant investing and financing activities that do not involve cash receipts or payments

Debts converted to capital

158

– F-164 –

Items 2020 2019 2018

Convertible debts due within one year

Fixed assets leased in under finance leases

Net changes of cash and cash equivalents

Closing balance of cash 15,898,165,713.02 14,085,792,215.79 13,548,185,317.37

Less: Opening balance of cash 14,085,792,215.79 13,548,185,317.37 10,599,124,622.69

Add: Closing balance of cash equivalents

Less: Opening balance of cash equivalents

Net increase in cash and cash equivalents 1,812,373,497.23 537,606,898.42 2,949,060,694.68

8.67.2 Composition of Cash and Cash Equivalents Items 2020 2019 2018

1. Cash 15,898,165,713.02 14,085,792,215.79 13,548,185,317.37

Including: cash on hand 340,224.69 285,970.24 350,673.51

Demand deposits 11,346,288,038.78 10,306,948,125.18 10,475,247,292.22 Other cash/bank balance 4,551,537,449.55 3,778,558,120.37 3,072,587,351.64 available for payment 2. Cash equivalents Including: bond investment due within three months 3. Closing balance of cash and cash 15,898,165,713.02 14,085,792,215.79 13,548,185,317.37 equivalents

9. Contingent Events

1. As of December 31, 2020, except for the following point 2 and point 3, the contingent liabilities formed by the company's external debt guarantee are as follows: Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date Fujian Province Investment Development Fujian Eversun Technology 999,600,000.00 2028.7.22 Group Co., Ltd. Co., Ltd. Fujian Province Investment Development China Copper Southeast 805,000,000.00 2026.11.15 Group Co., Ltd. Copper Co., Ltd. Fujian Province Investment Development Fujian Eversun Technology 168,070,000.00 2021.6.26 Group Co., Ltd. Co., Ltd. Fujian Railway Investment Co., Ltd. Wuyishan Railway Co., Ltd. 67,430,000.00 2003.6.26-2023.6.25

Fujian Railway Investment Co., Ltd. Wuyishan Railway Co., Ltd. 52,500,000.00 2020.3.15-2023.3.15

Fujian Railway Investment Co., Ltd. Wuyishan Railway Co., Ltd. 40,720,000.00 2006.5.25-2023.10.20

Fujian Railway Investment Co., Ltd. Wuyishan Railway Co., Ltd. 37,000,000.00 2018.08.21-2021.08.21

Fujian Railway Investment Co., Ltd. Wuyishan Railway Co., Ltd. 20,000,000.00 2018.10.11-2021.10.11

Fujian Railway Investment Co., Ltd. Wuyishan Railway Co., Ltd. 12,360,000.00 2005.7.4-2023.4.25

159

– F-165 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Railway Investment Co., Ltd. Wuyishan Railway Co., Ltd. 10,000,000.00 2003.9.30-2021.5.25

Fujian Railway Investment Co., Ltd. Wuyishan Railway Co., Ltd. 9,400,000.00 2005.6.30-2022.11.25 Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 266,174,400.00 2015.4.7-2035.4.7 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 201,169,018.00 2020.1.2-2045.1.2 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 144,660,000.00 2016.1.22-2044.1.22 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 144,660,000.00 2018.8.2-2046.8.2 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 144,660,000.00 2020.9.01-2040.9.01 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 134,099,820.00 2015.7.30-2040.7.30 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 125,372,000.00 2018.1.2-2038.1.2 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 120,742,880.00 2015.5.14-2035.5.14 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 110,515,418.00 2020.1.17-2048.1.17 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 106,329,922.00 2020.1.2-2048.1.2 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 105,027,982.00 2020.1.2-2048.1.2 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 96,440,000.00 2018.5.31-2043.5.31 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 96,440,000.00 2019.6.4-2039.6.4 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 95,330,940.00 2018.2.5-2046.2.5 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 93,161,040.00 2019.1.3-2044.1.3 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 92,548,646.00 2014.12.19-2042.12.18 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 92,317,190.00 2016.10.20-2044.10.20 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 89,351,660.00 2018.11.2-2046.11.2 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 87,663,960.00 2015.4.16-2040.4.16 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 84,722,540.00 2018.11.2-2046.11.2 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 82,697,300.00 2015.8.24-2043.8.24 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 81,974,000.00 2015.9.17-2043.9.17 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 81,009,600.00 2017.6.12-2045.6.12 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 77,152,000.00 2020.3.23-2048.3.23 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 76,235,820.00 2019.9.2-2039.9.2 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 72,330,000.00 2019.8.1-2039.8.1 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 72,330,000.00 2020.2.18-2040.2.18 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 72,137,120.00 2018.7.27-2043.7.27 Ltd Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 71,958,706.00 2017.1.17-2042.1.17 Ltd

160

– F-166 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 71,293,270.00 2016.11.16-2044.11.16 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 71,172,720.00 2018.6.22-2046.6.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 71,124,500.00 2015.1.21-2040.1.21 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 70,160,100.00 2018.9.7-2043.9.7 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 69,919,000.00 2018.4.20-2038.4.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 69,919,000.00 2018.1.31-2043.1.31 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 69,436,800.00 2018.8.10-2038.8.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 69,436,800.00 2019.7.1-2044.7.1 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 68,809,940.00 2016.1.25-2036.1.25 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 68,183,080.00 2018.7.26-2043.7.26 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 66,201,238.00 2017.1.17-2045.1.17 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 66,172,306.00 2014.12.19-2034.12.18 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 65,579,200.00 2017.4.1-2037.4.1 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 63,409,300.00 2017.1.19-2042.1.19 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 60,757,200.00 2018.11.2-2043.11.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 60,275,000.00 2020.5.29-2045.5.29 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 56,899,600.00 2017.5.2-2042.5.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 56,899,600.00 2019.4.26-2044.4.26 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 55,597,660.00 2019.1.3-2039.1.3 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 54,970,800.00 2015.2.2-2040.2.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 54,970,800.00 2018.1.5-2038.1.5 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 54,006,400.00 2015.6.24-2040.6.24 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 53,042,000.00 2018.1.2-2038.1.2 Ltd

161

– F-167 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 52,448,894.00 2015.1.20-2035.1.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 51,643,620.00 2015.2.3-2043.2.3 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 50,341,680.00 2017.1.22-2045.1.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,702,200.00 2015.11.27-2040.11.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2018.1.29-2038.1.29 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2018.3.5-2038.3.5 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2018.4.4-2043.4.4 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2018.10.10-2043.10.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2018.11.13-2043.11.13 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2019.4.1-2039.4.1 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2019.11.1-2047.11.1 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2018.1.29-2043.1.29 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2018.5.2-2046.5.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2018.5.31-2046.5.31 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2019.5.23-2039.5.23 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,220,000.00 2020.8.18-2040.8.18 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 48,075,340.00 2018.2.5-2043.2.5 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 47,834,240.00 2017.7.31-2045.7.31 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 47,737,800.00 2019.4.26-2039.4.26 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 46,773,400.00 2019.1.10-2044.1.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 46,696,248.00 2014.12.19-2039.12.18 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 46,411,750.00 2019.10.16-2044.10.16 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 45,905,440.00 2018.7.18-2043.7.18 Ltd

162

– F-168 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 45,809,000.00 2015.1.29-2043.1.29 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 45,809,000.00 2017.7.7-2037.7.7 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 43,542,660.00 2016.1.25-2041.1.25 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 43,398,000.00 2018.11.20-2046.11.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 43,398,000.00 2018.2.28-2043.2.28 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 43,398,000.00 2020.1.2-2040.1.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 40,987,000.00 2015.1.30-2035.1.30 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 40,987,000.00 2018.4.2-2038.4.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 40,987,000.00 2018.4.4-2038.4.4 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 40,528,910.00 2015.3.6-2043.3.6 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 40,022,600.00 2019.4.26-2047.4.26 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 38,648,330.00 2016.10.27-2041.10.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 38,460,272.00 2017.1.17-2037.1.17 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 36,743,640.00 2019.5.14-2039.5.14 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 36,598,980.00 2017.11.30-2045.11.30 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 36,165,000.00 2017.9.15-2037.9.15 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 36,165,000.00 2018.9.6-2038.9.6 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 36,165,000.00 2020.1.2-2040.1.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 36,068,560.00 2019.7.1-2039.7.1 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 34,718,400.00 2019.6.4-2039.6.4 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 34,332,640.00 2017.9.20-2045.9.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 34,313,352.00 2015.1.20-2040.1.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 34,236,200.00 2017.8.23-2042.8.23 Ltd

163

– F-169 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 34,144,582.00 2020.1.17-2045.1.17 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 33,754,000.00 2015.8.31-2040.8.31 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 33,754,000.00 2016.11.22-2041.11.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 33,754,000.00 2018.4..2-2043.4.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 32,982,480.00 2015.11.27-2035.11.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 32,982,480.00 2017.7.20-2042.7.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 31,825,200.00 2019.2.1-2044.2.1 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 31,776,980.00 2017.8.15-2045.8.15 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 31,343,000.00 2020.1.2-2045.1.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 31,198,340.00 2017.3.17-2042.3.17 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 29,390,090.00 2015.5.21-2040.5.21 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 28,932,000.00 2015.4.27-2043.4.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 28,932,000.00 2015.8.27-2035.8.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 28,932,000.00 2018.10.8-2043.10.8 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 28,932,000.00 2019.1.8-2044.1.8 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 28,932,000.00 2019.3.5-2039.3.5 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 28,932,000.00 2018.2.28-2046.2.28 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 28,932,000.00 2019.6.4-2039.6.4 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 28,932,000.00 2020.10.18-2045.10.18 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 28,531,774.00 2017.9.20-2037.9.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 28,256,920.00 2018.1.10-2043.1.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 27,581,840.00 2015.3.6-2043.3.6 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 26,521,000.00 2015.10.28-2043.10.28 Ltd

164

– F-170 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 26,521,000.00 2018.11.20-2043.11.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 26,521,000.00 2018.12.26-2038.12.26 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 26,521,000.00 2019.1.4-2039.1.4 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 26,328,120.00 2015.5.14-2040.5.14 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 25,990,580.00 2018.1.10-2046.1.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 25,074,400.00 2016.1.22-2041.1.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,177,508.00 2020.1.17-2048.1.17 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2015.5.25-2040.5.25 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2017.10.24-2042.10.24 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2018.5.2-2043.5.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2018.6.28-2046.9.28 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2018.10.23-2043.10.23 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2018.4.18-2043.4.18 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2018.6.28-2046.6.28 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2020.2.18-2045.2.18 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2020.4.7-2045.4.7 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2020.5.25-2040.5.25 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2020.5.25-2045.5.25 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 24,110,000.00 2020.5.25-2048.5.25 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 23,965,340.00 2020.10.18-2040.10.18 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 23,676,020.00 2019.6.4-2047.6.4 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 23,627,800.00 2017.11.16-2042.11.16 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 23,145,600.00 2017.7.11-2037.7.11 Ltd

165

– F-171 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 23,025,050.00 2020.4.22-2045.4.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 22,663,400.00 2015.12.2-2040.12.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 22,422,300.00 2016.11.22-2044.11.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 22,181,200.00 2015.11.27-2043.11.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 22,181,200.00 2017.7.19-2042.7.19 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 22,132,980.00 2017.1.22-2042.1.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 21,699,000.00 2019.3.22-2039.3.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 21,699,000.00 2018.10.10-2038.10.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 21,216,800.00 2018.6.22-2038.6.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 21,120,360.00 2019.5.14-2044.5.14 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 20,879,260.00 2015.3.6-2040.3.6 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 20,763,532.00 2017.8.15-2037.8.15 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 20,638,160.00 2019.1.21-2044.1.21 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 20,469,390.00 2015.3.6-2040.3.6 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 20,204,180.00 2019.9.2-2044.9.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 19,288,000.00 2015.5.22-2035.5.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 19,288,000.00 2018.10.8-2038.10.8 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 19,288,000.00 2020.6.11-2048.6.11 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 19,143,340.00 2019.1.21-2047.1.21 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 18,854,020.00 2015.5.22-2043.5.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 18,805,800.00 2018.10.19-2043.10.19 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 18,661,140.00 2015.3.6-2035.3.6 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 18,564,700.00 2018.2.5-2038.2.5 Ltd

166

– F-172 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 18,516,480.00 2014.12.22-2039.12.21 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 18,468,260.00 2017.11.30-2042.11.30 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 18,323,600.00 2019.2.26-2047.2.26 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 18,130,720.00 2019.3.5-2044.3.5 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 17,889,620.00 2015.5.22-2040.5.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 17,798,002.00 2017.1.23-2042.1.23 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 17,730,494.00 2017.9.20-2042.9.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 16,428,554.00 2015.1.20-2043.1.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 16,394,800.00 2015.11.27-2035.11.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 15,912,600.00 2018.10.19-2038.10.19 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 15,912,600.00 2019.1.10-2039.1.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 15,864,380.00 2015.8.28-2040.8.28 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,948,200.00 2017.10.9-2037.10.9 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,610,660.00 2017.3.17-2037.3.17 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,466,000.00 2015.1.21-2040.1.21 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,466,000.00 2015.8.31-2043.8.31 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,466,000.00 2015.9.17-2035.9.17 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,466,000.00 2018.6.22-2038.6.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,466,000.00 2017.9.25-2037.9.25 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,466,000.00 2018.7.31-2043.7.31 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,466,000.00 2020.6.11-2040.6.11 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,466,000.00 2020.6.11-2045.6.11 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,393,670.00 2017.1.24-2042.1.24 Ltd

167

– F-173 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 14,176,680.00 2020.4.22-2048.4.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 13,887,360.00 2019.6.10-2039.6.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 13,742,700.00 2017.5.4-2042.5.4 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 13,694,480.00 2016.10.24-2036.10.24 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 13,525,710.00 2017.1.23-2037.1.23 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 13,501,600.00 2017.6.1-2045.6.1 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 13,501,600.00 2018.10.19-2046.10.19 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 13,356,940.00 2019.1.21-2039.1.21 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 13,308,720.00 2018.5.28-2038.5.28 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 13,164,060.00 2017.9.25-2042.9.25 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 13,019,400.00 2014.12.19-2034.12.19 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 12,831,342.00 2017.1.23-2045.1.23 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 12,778,300.00 2015.3.6-2035.3.6 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 12,778,300.00 2015.6.30-2035.6.30 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 12,440,760.00 2017.11.30-2037.11.30 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 12,247,880.00 2015.4.10-2035.4.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 12,151,440.00 2019.7.1-2044.7.1 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 12,151,440.00 2017.9.25-2045.9.25 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 12,055,000.00 2019.1.31-2047.1.31 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 12,055,000.00 2019.2.1-2047.2.1 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 12,055,000.00 2018.7.18-2043.7.18 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 12,055,000.00 2018.9.6-2043.9.6 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 11,572,800.00 2019.2.1-2047.2.1 Ltd

168

– F-174 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 11,331,700.00 2018.1.10-2038.1.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 10,753,060.00 2020.11.09-2040.11.09 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 10,608,400.00 2018.11.16-2038.11.16 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 10,608,400.00 2018.12.26-2043.12.26 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 10,511,960.00 2015.7.1-2040.7.1 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 10,126,200.00 2015.2.5-2035.2.5 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 9,788,660.00 2015.8.24-2040.8.24 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 9,644,000.00 2017.7.13-2042.7.13 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 9,644,000.00 2018.5.30-2043.5.30 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 9,644,000.00 2019.1.28-2047.1.28 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 9,644,000.00 2020.11.09-2040.11.09 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 9,258,240.00 2017.7.27-2037.7.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 9,210,020.00 2018.10.10-2043.10.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 9,161,800.00 2019.2.26-2044.2.26 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 8,751,930.00 2015.5.18-2035.5.18 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 8,679,600.00 2016.11.25-2036.11.25 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 8,438,500.00 2015.4.27-2035.4.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 8,438,500.00 2017.9.25-2037.9.25 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 8,149,180.00 2017.3.17-2037.3.17 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 7,835,750.00 2020.4.22-2040.4.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 7,681,446.00 2015.11.27-2043.11.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 7,498,210.00 2016.11.16-2041.11.16 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 7,233,000.00 2016.1.20-2041.1.20 Ltd

169

– F-175 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 7,233,000.00 2018.1.24-2038.1.24 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 7,233,000.00 2018.7.31-2038.7.31 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 7,233,000.00 2020.11.09-2040.11.09 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 7,112,450.00 2015.3.12-2040.3.12 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 7,088,340.00 2017.1.20-2037.1.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 7,088,340.00 2019.1.3-2039.1.3 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 7,001,544.00 2017.1.23-2037.1.23 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 6,750,800.00 2017.9.28-2037.9.28 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 6,379,506.00 2017.7.7-2042.7.7 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 6,268,600.00 2019.2.26-2039.2.26 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 5,429,572.00 2017.1.22-2037.1.22 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 5,304,200.00 2018.12.26-2038.12.26 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 5,304,200.00 2020.11.09-2045.11.09 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 5,260,802.00 2017.1.24-2042.1.24 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 4,822,000.00 2015.1.29-2035.1.29 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 4,822,000.00 2015.4.27-2040.4.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 4,822,000.00 2015.6.30-2040.6.30 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 4,822,000.00 2015.6.30-2043.6.30 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 4,822,000.00 2018.11.19-2046.11.19 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 4,822,000.00 2018.6.20-2046.6.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 4,822,000.00 2020.10.16-2040.10.16 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 4,822,000.00 2020.11.04-2040.11.04 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 4,672,518.00 2017.3.17-2037.3.17 Ltd

170

– F-176 –

Name of guarantee company Name of guaranteed company Guarantee amount Debt maturity date

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 4,605,010.00 2015.6.26-2035.6.26 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 4,113,166.00 2015.12.15-2035.12.15 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 3,746,694.00 2017.7.7-2037.7.7 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 3,616,500.00 2015.3.10-2035.3.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 3,423,620.00 2015.8.28-2035.8.28 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 3,375,400.00 2017.1.24-2037.1.24 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 2,893,200.00 2019.7.1-2039.7.1 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 2,844,980.00 2019.6.4-2044.6.4 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 2,844,980.00 2018.10.10-2046.10.10 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 2,411,000.00 2017.3.20-2037.3.20 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 2,025,240.00 2014.12.23-2042.12.23 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 1,605,726.00 2015.11.27-2040.11.27 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 1,446,600.00 2014.12.23-2039.12.23 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 1,060,840.00 2020.11.13-2048.11.13 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 1,056,018.00 2015.12.4-2040.12.4 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 1,012,620.00 2016.11.16-2036.11.16 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 906,536.00 2015.12.2-2040.12.2 Ltd

Fujian Fuping Railway Co., Fujian Railway Investment Co., Ltd. 867,960.00 2020.11.09-2048.11.09 Ltd

Total 11,615,065,968.00

2. As of December 31, 2020, Fujian Mintou Financing Re-guarantee Co., Ltd., the third tier subsidiary of the company, has provided the re-guarantee business balance of

CNY10588.4248 million and the guarantee business balance of CNY 250 million.

3. As of December 31, 2020, Fujian Provincial Financing Guarantee company, the third tier subsidiary of the company, has provided guarantee of CNY152.1908 million.

171

– F-177 –

10. Events after Balance Sheet Date

1. On January 6, 2021, the company issued CNY 1.5 billion of the first issue of 2021 corporate bonds (21 Futou 01).

2. On January 26, 2021, the company issued CNY 1 billion of the first issue of 2021 ultra short-term financing bonds (21 Mintou SCP001) .

3. On February 3, 2021, the company issued CNY 500 million of the second issue of

2021 corporate bonds (21 Futou 02).

4. On March 2, 2021, the company issued CNY 1 billion of the first issue of 2021 medium-term notes (21 Mintou MTN001).

5. On April 7, 2021, the company issued CNY 500 million of the second issue of 2021 medium-term note variety I (21 Mintou MTN002A) .

6. On April 7, 2021, the company issued CNY 500 million of the second issue of 2021 medium-term note variety 2 (21 Mintou MTN002B) .

7. On April 14, 2021, the company issued CNY 500 million of the first issue of 2021 debt financing plan.

8. On April 26, 2021, the company issued CNY 1000 million of the third issue of 2021 medium-term notes(21 Mintou MTN003) .

9. The company and Nanping People's government, State-owned Assets Supervision and

Administration Commission of Nanping People's Government (hereinafter referred to as

"Nanping SASAC") and Fujian Nanping Paper Co., Ltd. (hereinafter referred to as "Nanping

Paper Company") signed the agreement and supplementary agreement on free transfer of assets on April 1, 2020 and March 12, 2021 respectively. The company plans to transfer 100% equity of Nanping Paper Co., Ltd., 100% equity of Fujian Xingguang Paper Group Co., Ltd.

(hereinafter referred to as "Xingguang group"), 61.28% equity of Fujian Heyi Agricultural

Development Co., Ltd. (hereinafter referred to as "Heyi agriculture") and 9.72% equity of

Heyi agriculture directly held by Fujian Huaxing Venture Capital Co., Ltd., a wholly-owned

172

– F-178 – subsidiary of the company, to Nanping for free Municipal SASAC. In addition, the company plans to transfer part of the creditor's rights to Nanzhi company, Xingguang group, Fujian

Hequan Biotechnology Co., Ltd., Heyi agriculture and Fujian Jianda development and

Construction Group Co., Ltd., the creditor's rights formed by lending funds to Nanzhi company to repay foreign loans according to the agreement, and the creditor's rights formed by lending funds to Nanzhi company to meet basic expenses according to the supplementary agreement As of the completion date of equity delivery, the interest generated from the creditor's rights won in the original agreement shall be transferred to Nanping SASAC free of charge. The state owned assets supervision and Administration Commission of Nanping city undertook the debt of 731 million yuan owed by Nanping Paper Company to the company, and the state owned assets supervision and Administration Commission of Nanping City paid 731 million yuan to the company in three phases over five years. The above disposal plan has been approved by the state owned assets supervision and Administration Commission of Fujian

Provincial People's Government on March 17, 2021. At present, the relevant asset transfer and staff resettlement are still in the process.

10. According to the notice of Fujian Provincial People's Government on printing and distributing the implementation plan of transferring part of the state-owned capital to enrich the social security fund in Fujian Province (min Zheng [2020] No.6), According to the notice of Fujian Provincial Department of finance, Fujian Provincial Department of human resources and social security, state owned assets supervision and Administration Commission of Fujian

Provincial People's Government on transferring part of state owned capital (mincaiqi [2020]

No. 22), it is planned to transfer 10% of the state-owned equity of the company held by state owned assets supervision and Administration Commission of Fujian Provincial People's government to Fujian Provincial Department of finance at one time, This transfer has not changed the original state-owned assets management system of the company. At present, the registration of the change of state-owned property rights is still in the process.

173

– F-179 –

11. Related Party Relationship and Transactions

11.1 Related Parties

11.1.1 Related parties with control relationship

Related parties of controlling the company: State-owned Assets Supervision and

Administration Commission of Fujian Provincial People's Government.

Related parties controlled by the company: see notes " 7.1 subsidiaries included in the scope of merger" in the notes for details.

11.1.2 Related parties with non controlling relationship

See notes "8.10 available-for-sale financial assets and 13 long term equity investment".

11.2 Related Party Transactions

11.2.1 For the subsidiaries with control relationship and included in the scope of the company's consolidated accounting statements, their mutual transactions and parent and subsidiary transactions have been offset.

11.2.2 Other related party transactions Pricing method Content of and decision Name of related Types of related Transaction Transaction Transaction related party procedure of party party transactions amount in 2020 amount in 2019 amount in 2018 transactions related transaction

CNOOC Fujian Purchase of Procurement According to the Natural Gas goods from 1,736,335,590.91 2,044,675,150.52 1,590,459,375.92 of natural gas agreement price Co.,Ltd. related parties Contemporary Purchase of Purchase Amperex According to the goods from battery 140,968,800.00 Technology Co., agreement price related parties equipment Limited Fujian Eversun Sale of goods to According to the Techonology commodity 154,059,966.93 related parties agreement price Co.,Ltd. Powerchina Fujian Acceptance of Electric Power According to the related party EPC services 42,100,751.72 Engineering agreement price services Co.,Ltd. Fujian Longzhou Sale of goods to Sale of According to the Offshore Oil New 21457980.97 16860879.46 14531207.34 related parties natural gas agreement price Energy Co., Ltd.

CNOOC Fujian Providing service According to the Natural Gas services for 17859132.02 5566037.74 5566037.74 charge agreement price Co.,Ltd. related parties Insurance Haixia Acceptance of premium and According to the Goldenbridge related party employee 13947397.29 14156818.74 9628959.65 agreement price Insurance Co.,Ltd. services compensatio n

174

– F-180 –

Pricing method Content of and decision Name of related Types of related Transaction Transaction Transaction related party procedure of party party transactions amount in 2020 amount in 2019 amount in 2018 transactions related transaction

Fujian Shuikou Providing Fund According to the Power Generation services for occupation 5554291.7 5539116.04 5539116.05 agreement price Group Co., Ltd related parties fee

Providing Fund Lakeside Hotel According to the services for occupation 2382198.88 2382198.88 2382198.88 Fuzhou agreement price related parties fee Collection of Fujian Emerging fund Industry Equity Providing management According to the Investment services for 1,424,669.77 fees from agreement price Limited related parties related Partnership parties China Oil & Gas Pipeline Network Provide leasing Income from Corporation According to the services to financial 1,264,719.19 Mintou (Fujian) agreement price related parties leasing Natural Gas Co.,Ltd. Fujian Chuangxin Collection of Electronic fund Information Providing management According to the Industry services for 943,396.20 943,396.20 fees from agreement price Investment & related parties related Development parties Co.,Ltd. Fujian Sanming Providing Fund According to the Nuclear Power services for occupation 890,206.76 887,774.50 894,260.06 agreement price Co.,Ltd. related parties fee

China Copper Providing Guarantee According to the Southeast Copper services for 824,528.30 1,628,852.21 828,490.74 fee agreement price Co.,Ltd. related parties

Xiamen Zhongmin Acceptance of Fund Juhao Real Estate According to the related party occupation 650,638.62 568,742.76 489,789.04 Development agreement price services fee Co.,Ltd. Pingtan Haixia Collection of Zhenan Equity fund Providing Investment management According to the services for 613,207.53 Partnership fees from agreement price related parties (Limited related Partnership) parties Collection of Fujian Xinghe fund Providing Investment management According to the services for 613,207.53 660,377.34 723,312.00 Management fees from agreement price related parties Co.,Ltd related parties Huaxingkangping Collection of Pharmaceutical fund Providing Industry (Pingtan) management According to the services for 490,256.73 301,886.78 254,716.98 Investment fees from agreement price related parties Management related Co.,Ltd. parties Contemporary Acceptance of Amperex labour According to the related party 408,974.25 446,476.13 Technology Co., services agreement price services Limited Fujian Longzhou Providing labour According to the Offshore Oil New services to 341,989.63 services agreement price Energy Co., Ltd. related parties

175

– F-181 –

Collection of Fujian fund Huaxingzhangfa Providing management According to the Venture services for 319,979.31 377,358.48 566,037.72 fees from agreement price Investment related parties related Co.,Ltd. parties Collection of Fujian Huaxing fund Huiyuan Providing management According to the Investment services for 188,679.24 188,679.24 fees from agreement price Management related parties related Co.,Ltd parties Pingtan Comprehensive Acceptance of Experimental Zone According to the related party Rental fee 107731.76 296262.45 State-owned agreement price services Assets Investment Co.,Ltd. Zhongmin (Xiapu) Providing Income from According to the Wind Power services to financial 79440.62 agreement price Co.,Ltd. related parties leasing Acceptance of Fujjian Tendering Bidding According to the related party 21497.17 Center Co.,Ltd. agency fee agreement price services Sanming Collection of Guotouxinming fund Providing Equity Investment management According to the services for 14474.03 Partnership fees from agreement price related parties (Limited related Partnership) parties Quanzhou Quanhui Providing Fund According to the Water Supply services to occupation 1933584.91 2892452.83 agreement price Co.,Ltd. related parties fee Quanzhou Providing Fund Meizhou Bay According to the services to occupation 81801.89 1244070.37 South Bank Water agreement price related parties fee Supply Co., Ltd. Providing CNOOC Sales service services for Agreement price 1380123.38 Fujian Co.,Ltd. charge related parties Fuzhou Economic and Technological Providing Buy back According to Development Zone services for 21,000,000.00 debt assets market price Huaxing Small related parties Loan Co., Ltd. Fujian Changtai Providing Sale of According to Huaxing Small services for repurchased 12,760,000.00 market price Loan Co.,Ltd. related parties debt assets Fujian Putian Providing Sale of Licheng Huaxing According to services for repurchased 12,000,000.00 Small Loan market price related parties debt assets Co.,Ltd. Fujian Putian Providing Licheng Huaxing Repurchase According to services for 12,000,000.00 Small Loan of debt assets market price related parties Co.,Ltd. Fujian Changtai Providing Repurchase According to Huaxing Small services for 11,760,000.00 of debt assets market price Loan Co.,Ltd. related parties

Fujian Pingtan Providing Sale of According to Huaxing Small services for repurchased 10,000,000.00 market price Loan Co.,Ltd. related parties debt assets

176

– F-182 –

Fujian Pingtan Providing Repurchase According to Huaxing Small services for 10,000,000.00 of debt assets market price Loan Co.,Ltd. related parties

Fujian Wuyishan Providing Sale of According to Huaxing Small services for repurchased 5,000,000.00 market price Loan Co.,Ltd. related parties debt assets

Fujian Mingxi Providing Sale of According to Huaxing Small services for repurchased 1,000,000.00 market price Loan Co.,Ltd. related parties debt assets

Fujian Lianjiang Providing Repurchase According to Huaxing Small services for 100,000.00 of debt assets market price Loan Co.,Ltd. related parties

11.3 Receivables and Payables Balance of Related Parties

11.3.1 Receivables from related parties Amount of bad debt provision Nature of related book balance in book balance in book balance Items Name of related party for unsettled party relationship 2020 2019 in 2018 receivables (end of 2020) Long-term Joint ventures of Lakeside Hotel Fuzhou 145,946,038.24 143,212,687.61 148,561,684.78 93,331,645.16 receivables subsidiaries Fujian Shuikou Power Long-term Generation Group Co., Joint venture 193,680,000.00 193,680,000.00 193,680,000.00 receivables Ltd China Oil & Gas Pipeline Network Long-term Corporation Mintou Joint venture 102,337,811.44 511,689.06 receivables (Fujian) Natural Gas Co.,Ltd.

Trade CNOOC Fujian Natural Joint venture 189,439,533.24 receivables Gas Co.,Ltd.

Trade Haixia Goldenbridge Joint venture 1,297,822.06 11,039,508.48 2,646,672.45 receivables Insurance Co.,Ltd.

Pingtan City Investment Trade Minority shareholders and Constrction Group 190,130.36 89,101.52 receivables of subsidiaries Co. ,Ltd.

Trade CNOOC Fujian Natural Joint venture 21,043,606.88 receivables Gas Co.,Ltd.

Xiamen Zhongmin Trade Joint ventures of Juhao Real Estate 62,361.90 62,361.90 receivables subsidiaries Development Co.,Ltd.

Trade CNOOC Fujian Natural Joint venture 18,486,059.56 14,113,899.63 5,900,000.00 receivables Gas Co.,Ltd.

Trade Fu'an City Construction Minority shareholders 7,723,022.07 11,918,066.07 receivables & Investment Co.,Ltd. of subsidiaries

China Oil & Gas Pipeline Network Trade Corporation (Fujian) Joint venture 3,659,200.48 589,806.41 receivables Emergency Repair Co.,Ltd.

177

– F-183 –

Amount of bad debt provision Nature of related book balance in book balance in book balance Items Name of related party for unsettled party relationship 2020 2019 in 2018 receivables (end of 2020) China Oil & Gas Pipeline Network Trade Corporation Mintou Joint venture 882,493.92 336,726.62 receivables (Fujian) Natural Gas Co.,Ltd. CNOOC Fujian Gas Trade Power Generation Joint venture 494,659.58 157,550.58 receivables Co.,Ltd. CNOOC Mintou Trade (Fujian) Natural Gas Joint venture 138,620.68 receivables Pipeline Co.,Ltd. Fujian Shuikou Power Trade Generation Group Co., Joint venture 120,000.00 receivables Ltd Fujian Xinghe Trade Joint ventures of Investment 700,000.00 650,000.00 723,312.00 receivables subsidiaries Management Co.,Ltd Huaxingkangping Trade Pharmaceutical Industry Joint ventures of 320,000.00 519,672.13 270,000.00 receivables (Pingtan) Investment subsidiaries Management Co.,Ltd. Trade Fujian Eversun Joint venture 60,149,312.95 receivables Techonology Co.,Ltd. Contemporary Amperex Trade Minority shareholders Technology Co., 120,429.08 0.01 receivables of subsidiaries Limited Fujian Province Trade Minority shareholders Jianyang Wuyi MSG 43,156,368.60 43,155,328.23 43,167,783.06 43,155,328.23 receivables of subsidiaries Co.,Ltd. Trade Fujian Mingxi Huaxing Joint ventures of 23,730,000.00 23,230,000.00 23,930,000.00 23,230,000.00 receivables Small Loan Co.,Ltd. subsidiaries Sanming Trade Guotouxinming Equity Joint ventures of 15,342.47 receivables Investment Partnership subsidiaries (Limited Partnership) Fujian Longzhou Trade Joint ventures of Offshore Oil New 129,392.64 2,183,055.74 receivables subsidiaries Energy Co., Ltd. Fujian Shuikou Power Interest Generation Group Co., Joint venture 176,948.20 176,948.20 176,948.20 receivable Ltd Interest Fujian Sanming Nuclear Joint venture 28,360.14 28,360.14 28,360.14 receivable Power Co.,Ltd. China Oil & Gas Pipeline Network Dividends Corporation (Fujian) Joint venture 11,388,999.69 receivable Emergency Repair Co.,Ltd. Dividends Min Faith Investments Joint ventures of 4,001,156.56 receivable Limited subsidiaries Fujian Mianhuatan Dividends Hydropower Joint venture 16,057,710.29 receivable Development Co.,Ltd. Non current assets due Fujian Sanming Nuclear Joint venture 19,540,000.00 19,540,000.00 within one Power Co.,Ltd. year Other Guangdong Yingxing Joint venture 4,705,801.38 4,705,801.38 4,705,801.38 receivables Hotel Co.,Ltd.

Other CNOOC Fujian Natural Joint venture 500,130.00 568,938.72 539,590.00 receivables Gas Co.,Ltd. Fujian Mianhuatan Other Hydropower Joint venture 212,714.99 212,714.99 212,714.99 receivables Development Co.,Ltd.

178

– F-184 –

Amount of bad debt provision Nature of related book balance in book balance in book balance Items Name of related party for unsettled party relationship 2020 2019 in 2018 receivables (end of 2020)

China Oil & Gas Pipeline Network Other Corporation (Fujian) Joint venture 145,697.30 150,619.57 receivables Emergency Repair Co.,Ltd.

Pingtan City Investment Other Minority shareholders and Constrction Group 49,905.18 49,905.18 receivables of subsidiaries Co. ,Ltd.

Other Quanzhou Quanhui Joint ventures of 18,900,000.00 18,900,000.00 18,900,000.00 receivables Water Supply Co.,Ltd. subsidiaries

Xiamen Zhongmin Other Joint ventures of Juhao Real Estate 66,909.00 66,909.00 23,336.00 receivables subsidiaries Development Co.,Ltd. Fuzhou Cangshan Other Zhongmin Sangcheng Joint ventures of 25,315.99 receivables Water Environmental subsidiaries Techonology Co.,Ltd. Fuzhou Jin'an Other Zhongmin Sangcheng Joint ventures of 22.36 272.36 receivables Water Environmental subsidiaries Techonology Co.,Ltd.

Other Fuzhou Venture Minority shareholders 14,804,921.00 1,304,921.00 9,509,921.00 receivables Investment Co.,Ltd. of subsidiaries

Shanghai Pudong Other Agricultural Minority shareholders 5,760,000.00 5,760,000.00 5,760,000.00 receivables Development (Group) of subsidiaries Co., Ltd Shanghai Sunqiao Other Modern Agricultural Minority shareholders 5,760,000.00 5,760,000.00 5,760,000.00 receivables United Development of subsidiaries Co.,Ltd.

Other Minority shareholders Ye Jin 1,013,108.05 1,007,146.55 1,013,108.05 receivables of subsidiaries

State-Owned Assets Supervision and Other Administration shareholder 284.40 440.15 74,674.23 receivables Commission of the People's Government of Fujian Province

Other Haixia Goldenbridge Joint venture 16,872.00 receivables Insurance Co.,Ltd.

Other Zhangzhou Economic Minority shareholders 210,000.00 receivables Development Co.,Ltd. of subsidiaries

Quanzhou Meizhou Bay Other Joint ventures of South Bank Water 23,000,000.00 receivables subsidiaries Supply Co., Ltd. Fuzhou Economic and Technological Other current Joint ventures of Development Zone 25,530,000.00 28,000,000.00 assets subsidiaries Huaxing Small Loan Co., Ltd.

Other current Fujian Mingxi Huaxing Joint ventures of 500,000.00 assets Small Loan Co.,Ltd. subsidiaries

Other non Fujian Sanming Nuclear Joint venture 19,540,000.00 current assets Power Co.,Ltd.

179

– F-185 –

11.3.2 Accounts payable to related parties Nature of related book balance in book balance in book balance in Items Name of related party party relationship 2020 2019 2018 Trade Haixia Goldenbridge Joint venture 267,033.78 payables Insurance Co.,Ltd. Trade CNOOC Fujian Natural Joint venture 36,894,142.71 payables Gas Co.,Ltd. Minority Trade Fu'an City Construction & shareholders of 1,318,076.08 2,511,379.46 3,214,182.86 payables Investment Co.,Ltd. subsidiaries Minority Trade Contemporary Amperex shareholders of 63,717,897.60 15,929,474.40 payables Technology Co., Limited subsidiaries Minority Trade Powerchina Fujian Electric shareholders of 2,215,750.63 payables Power Engineering Co.,Ltd. subsidiaries Xiamen Zhongmin Juhao Interest Joint ventures of Real Estate Development 159,500.00 206,250.00 119,500.00 payable subsidiaries Co.,Ltd. Luoyuan County Minority Dividend State-owned Assets shareholders of 1,563,520.00 1,563,520.00 1,563,520.00 payable Operation Company subsidiaries

Other Haixia Goldenbridge Joint venture 625.10 payables Insurance Co.,Ltd. Other Guangdong Yingxing Hotel Joint venture 8,250,000.00 8,250,000.00 payables Co.,Ltd. Other China Copper Southeast Joint venture 2,713,881.45 2,715,079.43 2,295,070.19 payables Copper Co.,Ltd. Other CNOOC Fujian Gas Power Joint venture 111,213.54 111,213.54 payables Generation Co.,Ltd. China Oil & Gas Pipeline Other Network Corporation Joint venture 19,045.83 19,045.83 payables Mintou (Fujian) Natural Gas Co.,Ltd. Xiamen Zhongmin Juhao Other Joint ventures of Real Estate Development 42,057,113.49 46,914,549.75 36,248,657.37 payables subsidiaries Co.,Ltd. China Oil & Gas Pipeline Other Network Corporation Joint venture 39,402.12 payables (Fujian) Emergency Repair Co.,Ltd. Minority Other Nanping Green shareholders of 2,149,120.85 2,098,666.54 198,470.71 payables Development Co.,Ltd. subsidiaries

Minority Other CNOOC Gas&Power shareholders of 64,964.00 64,964.00 64,964.00 payables Group Ltd. subsidiaries Shaowu Urban and Rural Minority Other Construction State-owned shareholders of 27,000,000.00 24,144,000.00 27,000,000.00 payables Assets Investment subsidiaries Operation Co.,Ltd. Ningde State-owned Assets Minority Other Investment Operation shareholders of 12,077,980.97 12,289,630.97 11,866,330.97 payables Co.,Ltd. subsidiaries

180

– F-186 –

Nature of related book balance in book balance in book balance in Items Name of related party party relationship 2020 2019 2018

Luoyuan County Minority Other State-owned Assets shareholders of 8,067,000.00 15,087,000.00 payables Operation Company subsidiaries

Minority Other Fu'an City Construction & shareholders of 3,321,487.63 3,321,487.63 3,321,487.63 payables Investment Co.,Ltd. subsidiaries Pingnan Tianyu Urban Minority Other Construction & Investment shareholders of 2,792,475.00 2,720,600.00 81,875.00 payables Co.,Ltd. subsidiaries

Other Fuzhou Guanjian Real Joint ventures of 3,865,000.00 2,365,000.00 3,390,000.00 payables Estate Co.,Ltd. subsidiaries

Other Fujian Mingxi Huaxing Joint ventures of 1,000,000.00 payables Small Loan Co.,Ltd. subsidiaries

Minority Other Contemporary Amperex shareholders of 433,512.72 payables Technology Co.,Ltd. subsidiaries Minority Other Powerchina Fujian Electric shareholders of 10,500.00 10,500.00 payables Power Engineering Co.,Ltd. subsidiaries Fujian Lianxing Water Other Joint ventures of Plant Technology 39,039.59 39,039.59 payables subsidiaries Development Co., Ltd.

Other Fujian Jianning Huaxing Joint ventures of 11,000,000.00 payables Small Loan Co.,Ltd. subsidiaries

Other Fujian Longzhou Offshore Joint ventures of 100,000.00 payables Oil New Energy Co., Ltd. subsidiaries

Minority Other Fujian Ludu Environmental shareholders of 2,664.00 payables Protection Co.,Ltd. subsidiaries Other Fujian Changtai Huaxing Joint ventures of current 1,000,000.00 Small Loan Co.,Ltd. subsidiaries liabilities Other Fujian Wuyishan Huaxing Joint ventures of current 5,000,000.00 Small Loan Co.,Ltd. subsidiaries liabilities

15.Notes to major account of the company’s financial statements

15.1 Other Receivables Item 2020 2019 2018

Interests receivable 284,069,167.61 312,386,160.45 313,674,436.57

Dividends receivable 4,730,717.50 11,388,999.69 147,457,710.29

Others receivable 3,735,746,425.23 4,368,785,127.65 5,833,225,775.25

Total 4,024,546,310.34 4,692,560,287.79 6,294,357,922.11

181

– F-187 –

15.1.1 Interests receivable

Classification of interests receivable Items 2020 2019 2018

Entrusted loans 28,360.14 28,360.14 28,360.14

Others 284,040,807.47 312,357,800.31 313,646,076.43

Total 284,069,167.61 312,386,160.45 313,674,436.57

15.1.2 Dividends receivable

Any impairment Reason for being Reason for being Items 2020 2019 2018 loss incurred and uncollectible uncollectible its basis

Dividends receivable 4,730,717.50 11,388,999.69 147,457,710.29 No aged less than one year

In December 2019,the Zhonghaiyou (Fujian) shareholders'meet emergency 11,388,999.69 ing decided to No maintenance Co., Ltd distribute the shares, to be recovered

Fujian Fuqing nuclear 131,400,000.00 No power Co., Ltd

Fujian Mianhuatan Hydropower 16,057,710.29 No Development Co., Ltd

In November 2020, the Yuanxiang (Fuzhou) shareholders' International Airport 4,730,717.50 meeting decided No Co., Ltd to distribute the shares, to be recovered

Total 4,730,717.50 11,388,999.69 147,457,710.29

182

– F-188 –

15.1.3 Other receivable 2020 2019 2018 Allowance for doubtful Allowance for doubtful Allowance for doubtful Classification Gross carrying amount Gross carrying amount Gross carrying amount accounts accounts accounts Proportion Proportion Proportion Proportion Proportion Proportion Amount Amount Amount Amount Amount Amount (%) (%) (%) (%) (%) (%) Other receivables that are individually significant and 43,890,454.68 1.13 43,159,636.11 98.33 44,363,103.06 0.99 43,159,636.11 97.29 569,239,993.22 9.54 44,709,636.11 7.85 individually assessed for impairment Other receivables that are collectively

– F-189 assessed for impairment as 3,822,643,018.76 98.79 89,119,795.11 2.33 4,455,023,215.90 98.95 89,119,795.11 2.00 5,396,204,189.41 90.41 89,119,795.11 1.65 in a group of receivables of shared credit risk characteristics Other receivables that are individually not significant 2,878,895.57 0.07 1,386,512.56 48.16 3,064,752.47 0.07 1,386,512.56 45.24 2,997,536.40 0.05 1,386,512.56 46.26 but are individually assessed for impairment Other receivable with individual provision for 5,968,441,719.03 100.00 135,215,943.78 2.26 bad debts (new standards applicable) Total 3,869,412,369.01 100.00 133,665,943.78 3.45 4,502,451,071.43 100.00 133,665,943.78 2.97 569,239,993.22 9.54 44,709,636.11 7.85

183

(1) Other Receivables that are Individually Significant and Individually Assessed for Impairment at Year End (top 10 of closing balance)

In 2020 Debtor name Gross carrying amount Allowance for doubtful accounts Aging Proportion (%) Reason for recognition the amount can not be fully Hong Kong Zhongmin Co., Ltd 43,890,454.68 43,159,636.11 Over 5 years 98.33 recovered Total 44,363,103.06 43,159,636.11

(2) Other Receivables that are Collectively Assessed for Impairment as in a Group of Receivables of Shared Credit Risk Characteristics

Using Aging Analysis Method 2020 2019 2018 – F-190 Aging Gross carrying amount Gross carrying amount Gross carrying amount Allowance for Allowance for Allowance for doubtful accounts Proportion doubtful accounts Proportion doubtful accounts Amount Proportion (%) Amount Amount (%) (%)

Within 1 year (including 1 year) 15,847.09 0.02 14,875.79 0.02 145,023.91 0.16

1 - 2 years

2 - 3 years

3 -4 years

4 -5 years

Over 5 years 89,119,795.11 99.98 89,119,795.11 89,119,795.11 99.98 89,119,795.11 89,119,795.11 99.84 89,119,795.11

Total 89,135,642.20 100.00 89,119,795.11 89,134,670.90 100.00 89,119,795.11 89,264,819.02 100.00 89,119,795.11

184

Other receivable with provision for bad debts by other portfolio methods

2020 2019 2018

Item Allowance for Allowance for Gross carrying Proportion Gross carrying Proportion Gross carrying Allowance for doubtful doubtful Proportion (%) amount (%) amount (%) amount doubtful accounts accounts accounts

Related parties portfolio - receivables between enterprises within the scope 2,776,487,043.67 4,196,760,717.92 5,045,932,950.18 of consolidated statements

Related parties portfolio- receivables 212,828.15 358,412.29 1,787,680.71 with other related enterprises – F-191 Special receivable portfolio- reserve fund, various advances that should be 53,000.00 recovered from employees of the company

Special receivable portfolio - deposit 1,000,000.00 1,000,000.00

Special receivable portfolio - receivables from government 10,218,739.50 10,218,739.50 10,218,739.50 departments

Special receivable portfolio - other receivable recovered with guarantee 946,588,765.24 157,497,675.29 248,000,000.00 conditions

Total 3,733,507,376.56 4,365,888,545.00 5,306,939,370.39

185

(3) Top Five Debtors According to Closing Balances

In 2020 Debtor name Nature of receivables Gross carrying amount

Fujian Nanping South Paper Co., Ltd Current account 1,629,233,241.51

Fujian Automobile Industry Group Co., Ltd Current account 800,000,000.00

Fujian Railway Investment Co., Ltd Current account 430,312,305.93

Fujian Zhongmin haishang Wind Power Co., Ltd Current account 200,000,000.00

Fujian Hequan Biotechnology Co., Ltd Current account 186,043,757.77

– F-192 Fujian Huaxing Group Co., Ltd

Total 3,245,589,305.21

15.2 Available-for-Sale Financial Assets

15.2.1 Classification of available- for- sale financial assets

2020 2019 2018 Items Gross carrying Provision for Gross carrying Provision for Gross carrying Provision for Carrying amount Carrying amount Carrying amount amount impairment amount impairment amount impairment

1. Available-for-sale 20,028,461,913.57 88,275,609.92 19,940,186,303.65 19,928,208,380.57 88,275,609.92 19,839,932,770.65 17,904,057,684.52 88,275,609.92 17,815,782,074.60 equity instruments

1.1 Measured at fair value 9,292,374,355.07 9,292,374,355.07 9,463,821,085.23 9,463,821,085.23 8,413,493,963.75 8,413,493,963.75

1.2 Measured at cost 10,736,087,558.50 88,275,609.92 10,647,811,948.58 10,464,387,295.34 88,275,609.92 10,376,111,685.42 9,490,563,720.77 88,275,609.92 9,402,288,110.85

Total 20,028,461,913.57 88,275,609.92 19,940,186,303.65 19,928,208,380.57 88,275,609.92 19,839,932,770.65 17,904,057,684.52 88,275,609.92 17,815,782,074.60

186

Available-for-sale financial assets measured at fair value at the end of the year Available-for-sale equity instruments in Available-for-sale equity instruments in Items Available-for-sale equity instruments in 2020 2019 2018 Cost of equity instruments / amortised cost of debt instruments 5,253,194,413.09 5,800,773,120.09 6,140,814,810.00

Fair value 9,292,374,355.07 9,463,821,085.23 8,413,493,963.75 Accumulated changes in fair value included in other comprehensive 4,039,179,941.98 3,663,047,965.14 2,272,679,153.75 income Accrued impairment amount

15.3 Long-term Equity Investment

15. 3.1 Classification of long-term equity investment Item 2019 Increase in current year Decrease in current year 2020

– F-193 Investments in subsidiaries 47,852,408,217.68 7,962,215,430.00 1,396,793,345.41 54,417,830,302.27

Investments in joint venture 12,690,937,157.65 1,607,215,203.94 992,968,360.62 13,305,184,000.97

Subtotal 60,543,345,375.33 9,569,430,633.94 2,389,761,706.03 67,723,014,303.24

Less: Impairment loss for long-term equity investments 49,875,240.04 3,000,000.00 52,875,240.04

Total 60,493,470,135.29 9,566,430,633.94 2,389,761,706.03 67,670,139,063.20

(Continued)

Item 2018 Increase in 2019 Decrease in 2019 2019

Investments in subsidiaries 43,844,659,834.87 4,057,704,400.00 49,956,017.19 47,852,408,217.68 Investments in joint ventureInvestments in joint 11,714,691,819.77 1,155,109,200.34 174,791,101.43 12,695,009,918.68 venture Subtotal 55,559,351,654.64 5,212,813,600.34 224,747,118.62 60,547,418,136.36 Less: Impairment loss for long-term equity 53,864,468.07 1,088,292.05 5,077,520.08 49,875,240.04 investments Total 55,505,487,186.57 5,211,725,308.29 219,669,598.54 60,497,542,896.32

187

15. 3.2 Investments in subsidiaries Closing balance of Increase in Decrease in Impairment loss in Investee 2019 2020 provision for Proportionδ%ε Voting Proportionδ%ε investments investments 2020 impairment Fujian Futou New Energy 128,443,325.84 128,443,325.84 80.00 80.00 Investment Co.,ltd. Xiamen Zhongmin Investment 10,943,824.04 10,943,824.04 100.00 100.00 Co.,Ltd. Fujian Huaxing Venture Capital 752,619,029.97 752,619,029.97 100.00 100.00 Investment Co.,Ltd.

Golden Rewards Limited 1,040,300.00 1,040,300.00 100.00 100.00

Fujian Mintou Electric Power 83,000,000.00 83,000,000.00 100.00 100.00 Co.,Ltd. – F-194 Fujian Mintou Industrial Zone 122,867,800.00 122,867,800.00 46,451,947.99 95.00 95.00 Development Co.,Ltd. Fujian Zhongmin Offshore Wind 1,156,720,000.00 1,156,720,000.00 0.00 0.00 Power Co., Ltd.

Fujian Huatou Investment Co.,Ltd. 1,627,723,579.22 250,000,000.00 1,877,723,579.22 100.00 100.00

Vigour Fine Company Limited 693,041,676.33 693,041,676.33 100.00 100.00

Fujian Chuangxintongfu Equity 96,617,933.58 31,185,000.00 65,432,933.58 99.00 99.00 Investment Limited Partnership Fujian Venture Investment 7,000,000.00 7,000,000.00 70.00 70.00 Management Co.,Ltd. Nanping Mintou Power Distribution 4,750,000.00 4,750,000.00 95.00 95.00 Co.,Ltd. Fujian Huafu (Engineering) construction and development 3,310,000.00 3,310,000.00 1,655,000.00 100.00 100.00 company Fujian Yongtai Mintou Pumped 260,100,000.00 76,500,000.00 336,600,000.00 51.00 51.00 Storage Co., Ltd.

188

Fujian Nanping Paper Co.,Ltd. 566,583,117.02 566,583,117.02 100.00 100.00

Fujian Province Mintou Power 201,000,000.00 201,000,000.00 100.00 100.00 Distribution Co.,Ltd. Fujian Pilot Free Trade Zone Mintou 75,000,000.00 75,000,000.00 75.00 75.00 Development Co.,Ltd.

Fujian Jiwei House Rental Co.,Ltd. 3,617,688.78 3,617,688.78 100.00 100.00

Zhongmin Energy Co., Ltd. 1,015,701,487.78 956,720,000.00 1,972,421,487.78 68.76 68.76 – F-195

Taiwai Mintou Economic 68,792,354.37 68,792,354.37 100.00 100.00 Development Co,.Ltd.

Fujian Xingguang Paper Co.,Ltd. 82,395,706.30 82,395,706.30 100.00 100.00

Fujian Industrial Equity Investment 2,807,948,000.00 2,807,948,000.00 60.00 60.00 Fund Co., Ltd.

Fujian Futou Investment Co,,Ltd. 12,670,493,710.32 3,009,830,000.00 15,680,323,710.32 100.00 100.00

Fujian Railway Investment Co., Ltd. 18,777,179,047.34 1,880,000,000.00 20,657,179,047.34 86.11 86.11

Fujian He yi Agricultural 52,714,200.00 52,714,200.00 61.28 61.28 Development Co.,Ltd. Fujian Huaxingrunfu Investment 98,980,200.00 98,980,200.00 99.00 99.00 Corporation(Limited Partnership)

Fujian Huaxing Group Co. Ltd. 3,081,641,271.74 1,000,000,000.00 4,081,641,271.74 100.00 100.00

Fujian Fuzhou Chuangxinchuangfu Equity Investment Corporation 173,876,500.00 337,172,430.00 171,888,345.41 339,160,584.59 73.99 73.99 (Limited Partnership)

189

Closing balance of Increase in Decrease in Impairment loss in Investee 2019 2020 provision for Proportionδ%ε Voting Proportionδ%ε investments investments 2020 impairment Fujian Putian Mintou Offshore Wind 50,000,000.00 382,000,000.00 432,000,000.00 90.01 90.01 Power Co.,Ltd. Ningde Mintou Offshore Wind 24,000,000.00 24,000,000.00 80.00 80.00 Power Co.,Ltd. Xiapu Mindong Offshore Wind 510,000.00 510,000.00 51.00 51.00 Power Co.,Ltd. Fujian Railway Investment Fund 3,000,000,000.00 3,000,000,000.00 99.97 99.97 Co.,Ltd. Xiamen Chuangxinxingke Equity Investment Corporation (Limited 50,994,900.00 69,993,000.00 120,987,900.00 99.99 99.99 Partnership) Hong Kong Chung Min Company – F-196 680,000.00 680,000.00 680,000.00 100.00 100.00 Limited

Total 47,852,408,217.68 7,962,215,430.00 1,396,793,345.41 54,417,830,302.27 48,786,947.99

(Continued) Closing balance Increase in Decrease in Impairment loss Proportion Voting Investee 2018 2019 of provision for investments investments in 2019 δ%ε Proportionδ%ε impairment

Fujian Railway Investment Co., Ltd. 18,777,179,047.34 18,777,179,047.34 100.00 100.00

Fujian Futou Investment Co,,Ltd. 12,631,670,710.32 38,823,000.00 12,670,493,710.32 100.00 100.00

Fujian Huaxing Group Co. Ltd. 3,081,641,271.74 3,081,641,271.74 100.00 100.00

Fujian Railway Investment Fund Co.,Ltd. 3,000,000,000.00 3,000,000,000.00 99.97 99.97

Fujian Industrial Equity Investment Fund Co., 2,807,948,000.00 2,807,948,000.00 60.00 60.00 Ltd.

Fujian Huatou Investment Co.,Ltd. 1,627,723,579.22 1,627,723,579.22 100.00 100.00

Fujian Zhongmin Offshore Wind Power Co., Ltd. 556,720,000.00 600,000,000.00 1,156,720,000.00 100.00 100.00

190

Closing balance Increase in Decrease in Impairment loss Proportion Voting Investee 2018 2019 of provision for investments investments in 2019 δ%ε Proportionδ%ε impairment

Zhongmin Energy Co., Ltd. 1,015,701,487.78 1,015,701,487.78 47.20 47.20

Fujian Huaxing Venture Capital Investment 752,619,029.97 752,619,029.97 100.00 100.00 Co.,Ltd.

Vigour Fine Company Limited 693,041,676.33 693,041,676.33 100.00 100.00

Fujian Nanping Paper Co.,Ltd. 566,583,117.02 566,583,117.02 100.00 100.00

Fujian Yongtai Mintou Pumped Storage Co., Ltd. 183,600,000.00 76,500,000.00 260,100,000.00 51.00 51.00

Fujian Province Mintou Power Distribution 201,000,000.00 201,000,000.00 100.00 100.00 Co.,Ltd. Fujian Fuzhou Chuangxinchuangfu Equity 173,876,500.00 173,876,500.00 73.99 73.99 Investment Corporation (Limited Partnership)

– F-197 Fujian Futou New Energy Investment Co.,ltd. 128,443,325.84 128,443,325.84 80.00 80.00

Fujian Mintou Industrial Zone Development 122,867,800.00 122,867,800.00 46,451,947.99 95.00 95.00 Co.,Ltd. Fujian Huaxing Emerging Venture Investment 102,122,565.05 102,122,565.05 50.00 50.00 Co.,Ltd. Fujian Huaxingrunfu Investment 98,980,200.00 98,980,200.00 99.00 99.00 Corporation(Limited Partnership) Fujian Chuangxintongfu Equity Investment 141,496,430.69 44,878,497.11 96,617,933.58 99.00 99.00 Limited Partnership

Fujian Mintou Electric Power Co.,Ltd. 40,000,000.00 43,000,000.00 83,000,000.00 100.00 100.00

Fujian Xingguang Paper Co.,Ltd. 82,395,706.30 82,395,706.30 100.00 100.00

Fujian Pilot Free Trade Zone Mintou 75,000,000.00 75,000,000.00 75.00 75.00 Development Co.,Ltd.

Taiwai Mintou Economic Development Co,.Ltd. 68,792,354.37 68,792,354.37 100.00 100.00

Fujian He yi Agricultural Development Co.,Ltd. 52,714,200.00 52,714,200.00 61.28 61.28

Xiamen Chuangxinxingke Equity Investment 50,994,900.00 50,994,900.00 99.99 99.99 Corporation (Limited Partnership) Fujian Putian Mintou Offshore Wind Power 50,000,000.00 50,000,000.00 100.00 100.00 Co.,Ltd.

Ningde Mintou Offshore Wind Power Co.,Ltd. 24,000,000.00 24,000,000.00 80.00 80.00

191

Closing balance Increase in Decrease in Impairment loss Proportion Voting Investee 2018 2019 of provision for investments investments in 2019 δ%ε Proportionδ%ε impairment

Xiamen Zhongmin Investment Co.,Ltd. 10,943,824.04 10,943,824.04 100.00 100.00

Fujian Venture Investment Management Co.,Ltd. 7,000,000.00 7,000,000.00 70.00 70.00

Nanping Mintou Power Distribution Co.,Ltd. 4,750,000.00 4,750,000.00 95.00 95.00

Fujian Jiwei House Rental Co.,Ltd. 3,617,688.78 3,617,688.78 100.00 100.00

Fujian Huafu (Engineering) construction and 3,310,000.00 3,310,000.00 1,655,000.00 100.00 100.00 development company

Golden Rewards Limited 1,040,300.00 1,040,300.00 100.00 100.00

Xiapu Mindong Offshore Wind Power Co.,Ltd. 510,000.00 510,000.00 51.00 51.00

– F-198 Hong Kong Chung Min Company Limited 680,000.00 680,000.00 680,000.00 100.00 100.00

Fujian Fuqing (Zhongmin) Fragrance Oil Co., Ltd 5,077,520.08 5,077,520.08 -5,077,520.08

Total 43,844,659,834.87 4,057,704,400.00 49,956,017.19 47,852,408,217.68 -5,077,520.08 48,786,947.99 —— ——

192

15.4 Short-term borrowings Item 2020 2019 2018

Credited loans 910,000,000.00 2,430,000,000.00 2,480,000,000.00

Total 910,000,000.00 2,430,000,000.00 2,480,000,000.00

15.5 Long-term Borrowings Items 2020 2019 2018

Pledged loans 197,680,000.00 555,450,000.00 670,990,000.00

Credited loans 12,709,998,467.38 8,436,830,682.32 8,530,471,292.51

Total 12,907,678,467.38 8,992,280,682.32 9,201,461,292.51

15.6 Bonds Payable ,WHPV

7KHWKLUGLVVXHRIPHGLXPWHUPQRWHELQ \HDUV 7KHILUVWLVVXHRIPHGLXPWHUPQRWHVLQ \HDUV 7KHILUVWFRUSRUDWHERQGLQ\HDUV 7KHILUVWLVVXHRIFRUSRUDWHERQGVLQ \HDUVδ 7KHILUVWFRUSRUDWHERQGLQ\HDUV 7KHILIWKLVVXHRIPHGLXPWHUPQRWHLQ \HDUV 7KHWKLUGLVVXHRIPHGLXPWHUPQRWHVLQ \HDUVδε 7KHIRXUWKLVVXHRIPHGLXPWHUPQRWHVLQ \HDUVδε 7KHVHFRQGLVVXHRIPHGLXPWHUPQRWHVLQ \HDUV 7KHVL[WKLVVXHRIPHGLXPWHUPQRWHLQ \HDUV 7KHILIWKLVVXHRIPHGLXPWHUPQRWHVLQ \HDUVδε 7KHVL[WKLVVXHRIPHGLXPWHUPQRWHVLQ \HDUVδε 7KHIRXUWKLVVXHRIPHGLXPWHUPQRWHLQ \HDUV 7KHILIWKLVVXHRIPHGLXPWHUPQRWHVLQ \HDUVδε 7KHILUVWLVVXHRIPHGLXPWHUPQRWHVLQ \HDUVδε

193

– F-199 –

,WHPV

7KHVHFRQGLVVXHRIPHGLXPWHUPQRWHVLQ \HDUVδε 7KHWKLUGLVVXHRIPHGLXPWHUPQRWHDLQ \HDUV

PLQWRXERQG

7KHILUVWLVVXHRIFRUSRUDWHERQGVLQ 7KHVHFRQGLVVXHRIFRUSRUDWHERQGVLQ 7KHILUVWFRUSRUDWHERQGLQ 7KHVHFRQGLVVXHRIFRUSRUDWHERQGVLQ )LUVWLVVXHRI\HDUPHGLXPWHUPQRWHV δε 7KHVHFRQGLVVXHRIPHGLXPWHUPQRWHVLQ \HDUV 7KHWKLUGLVVXHRI\HDUPHGLXPWHUPQRWHV δε \HDUVSHFLDOERQG δε 7KHIRXUWKLVVXHRIPHGLXPWHUPQRWHVLQ \HDUV 7KHILUVWSKDVHRI\HDUPHGLXPWHUPQRWHV 7KHVHFRQGWHUPQRWHLQ )XLQYHVWPHQWERQGV \HDUSDUNLQJVSHFLDOERQG

7RWDO

15.7 Operating Revenue and Operating Cost 2020 Items Income Cost

1.Sub-totoal of main business 2.Sub-total of other business 125,578,593.56 2,646,393.67

2.1 Income from rental 5,675,677.80 2,646,393.67

2.2 Income from capital occupation fee 103,529,795.97

2.3 Others 16,373,119.79 Total 125,578,593.56 2,646,393.67

194

– F-200 –

(Continued) 2019 Items Income Cost

I.Sub-totoal of main business

II.Sub-total of other business 114,553,369.38 3,712,840.38

Income from rental 6,107,889.69 2,854,528.75

Income from capital occupation fee 105,284,377.19

Others 3,161,102.50 858,311.63

Total 114,553,369.38 3,712,840.38

(Continued) 2018 Items Income Cost

I.Sub-totoal of main business

II.Sub-total of other business 398,017,990.46 8,515,466.72

Income from rental 6,612,924.69 8,505,696.72

Income from capital occupation fee 345,757,180.37 9,770.00

Others 45,647,885.40

Total 398,017,990.46 8,515,466.72

15.8 Investment income

Sources of investment income 2020 2019 2018

Income from long-term equity investments 1,027,557,504.76 980,425,577.09 1,000,454,060.94 using equity method Income from disposal of long-term equity 3,458,863.56 -12,662,642.85 investments Investment income from financial assets measured at fair value through profit or loss 299,999.97 during holding period Investment income from disposal of financial assets measured at fair value 67,791.60 11,953.83 59,225.40 through profit or loss Income from available-for-sale financial 685,795,801.07 664,508,417.48 808,754,684.23 assets Income from disposal of available-for-sale 639,855,247.23 254,413,048.77 672,327,728.24 financial assets

Others 115,098,631.84 134,555,389.45 91,201,389.27

Total 2,468,674,976.47 2,037,373,250.18 2,560,134,445.23

195

– F-201 –

15.9 cash flow statement

15.9.1 Indirect method of cash flow statement Items 2020 2019 2018

1. To reconcile net profit to cash flows from operating activities:

Net profit 939,924,306.53 535,589,401.77 1,473,755,743.21

Plus: Impairment losss 3,000,000.00 -461,707.95

Credit impairment loss (new financial standard)

Depreciation of fixed assets, depletion of oil and gas assets and depreciation of productive biological 4,864,568.98 3,929,278.07 3,929,061.36 assets

Depreciation of right-to-use assets

Amortizations of intangible assets 751,063.89 604,662.72 303,853.38

Aortizations of long term deferred expenses 50,285.32

Losses on disposal of fixed assets, intangible -28,679.14 -2,659.53 -26,006,649.71 assets and other long term assets

Losses on retirement of fixed assets (income is 16,546.50 19,829.53 -980.58 indicated with "-")

Losses on changes in fair value (income is indicated with "-")

Financial expenses (income is indicated with "-") 1,847,799,404.46 1,824,039,453.79 1,414,816,365.09

Investment losses (income is indicated with "-") -2,468,674,976.47 -2,037,373,250.18 -2,560,134,445.23

Decrease in deferred income tax assets (increase is -750,000.00 1,384,807.01 indicated with "-")

Increase in deferred income tax liabilities (decrease is indicated with "-")

Decrease in inventory (increase is indicated with "-")

Decrease in receivables in operating activities -1,033,129,462.97 196,550,605.90 -1,448,517,402.59 (increase expressed with “-”)

Increase in payables in operating activities 5,956,395,701.21 1,376,861,536.03 -417,584,670.40 (decrease expressed with “-”)

Others -3,270,866.53 -889,917.36 -18,272,576.70

Net cash flow from operating activities 5,246,947,891.78 1,900,252,039.80 -1,577,711,702.17

Significant investing and financing activities that do not involve cash receipts or payments

Debts converted to capital

Convertible debts due within one year

Fixed assets leased in under finance leases

196

– F-202 –

Items 2020 2019 2018

Net changes of cash and cash equivalents

Closing balance of cash 5,902,421,094.22 6,859,065,855.34 5,423,913,353.40

Less: Opening balance of cash 6,859,065,855.34 5,423,913,353.40 4,151,370,057.21

Add: Closing balance of cash equivalents

Less: Opening balance of cash equivalents

Net increase in cash and cash equivalents -956,644,761.12 1,435,152,501.94 1,272,543,296.19

15.9.2 Composition of Cash and Cash Equivalents Items 2020 2019 2018 1. Cash 5,902,421,094.22 6,859,065,855.34 5,423,913,353.40 Including: cash on hand 16,620.52 7,072.82 309.06 Demand deposits 3,662,505,382.34 5,136,166,830.94 4,022,000,232.58 Other cash/bank balance available for 2,239,899,091.36 1,722,891,951.58 1,401,912,811.76 payment 2. Cash equivalents Including: bond investment due within three months 3. Closing balance of cash and cash equivalents 5,902,421,094.22 6,859,065,855.34 5,423,913,353.40

16ȽApproval of financial statements

The financial statements are approved by the board of directors of the company.

197

– F-203 – – F-204 – – F-205 – – F-206 – – F-207 – ISSUER

Fujian Investment & Development Group Co., Ltd. (福建省投資開發集團有限責任公司) Level 14, Tian’ao Tower 169 Hudong Road Fuzhou, Fujian PRC

TRUSTEE PRINCIPAL PAYING AGENT, REGISTRAR AND TRANSFER AGENT Luso International Banking Limited Avenida Dr. Mario Soares, No. 47 Luso International Banking Limited Macau Avenida Dr. Mario Soares, No. 47 Macau

LEGAL ADVISORS

To the Issuer as to English law To the Issuer as to PRC law

Linklaters Tahota Law Firm 11/F, Alexandra House 16th Floor, Palm Springs International Center Chater Road, Central No. 199 Middle of Tianfu Avenue Hong Kong High-tech Zone Chengdu, Sichuan PRC

To the Issuer as to Macau law To the Joint Lead Managers as to English law

Rato, Ling, Lei & Cortés — Advoagdos Clifford Chance Avenida da Amizade, n.º 555 27th Floor, Jardine House Edf. Macau Landmark One Connaught Place Office Tower, 23.º andar Central, Hong Kong Macau

To the Joint Lead Managers as to PRC law To the Joint Lead Managers as to Macau law

King & Wood Mallesons STA — Lawyers 18th Floor, East Tower Alameda Dr. Carlos D’Assumpção, n.os 322 a 362 World Financial Center Edifício Centro Comercial Cheng Feng 1 Dongsanhuan Zonglu, Chaoyang District 3.º andar “M” Beijing, 100020 Macau PRC

To the Trustee as to Macau law

STA — Lawyers Alameda Dr. Carlos D’Assumpção, n.os 322 a 362 Edifício Centro Comercial Cheng Feng 3.º andar “M” Macau

INDEPENDENT AUDITOR OF THE GROUP

Huaxing Certified Public Accountants LLP 6/F-9/F, Tower B Zhongshan Building 152 Hudong Road, Fuzhou Fujian PRC