History, Reorganization and Corporate Structure

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

OUR HISTORY AND DEVELOPMENT

History

Our history can be traced back to 1995, when Shinsun Property was established in the PRC by Mr. Chen, our Controlling Shareholder, our executive Director and chairman of our Board, and his spouse, Ms. Zhu Guoling. We commenced to develop residential properties in Shaoxing, Zhejiang Province in 1999 and have expanded our business into key cities in Zhejiang Province including Hangzhou, Wenzhou, Ningbo, Shaoxing, Quzhou and Huzhou through years of continuous development. While establishing a strong market position in Zhejiang Province, we have also strategically focused on the Pan-Yangtze River Delta Region since 2004. We entered into the markets of Jiangsu and Shanghai in 2004 and 2007, respectively, and since then we have established presence in other areas in the Pan-Yangtze River Delta Region such as Nanjing, Hefei, Suzhou, Nantong, Yangzhou, Wuhu and Jiujiang. Our success in the Pan-Yangtze River Delta Region laid a solid foundation for our strategic expansion in other economic regions of China. We expanded our business into Wuhan in 2007 and Hohhot in 2018. We have grown from a leading regional residential property developer to an established comprehensive real estate developer with national presence. Leveraging our brand and experience in developing quality residential properties, we commenced to develop non-residential properties in 2006 and since then, we have built a growing portfolio of diversified investment properties, covering office buildings, commercial complexes, community businesses and hotels. As of March 31, 2020, we had a total of 195 projects at various stages of development in 43 cities across 11 provinces with a total GFA attributable to us of 23,044,656 sq.m. According to the Enterprise Research Institute of the Development Research Center of the State Council, the Center for Real Estate of Tsinghua University and the China Index Academy, we have been consistently ranked among “China’s Top 100 Real Estate Developers” for ten consecutive years in terms of comprehensive capabilities since 2011, and our rapid expansion has improved our ranking from 92nd in 2011 to 27th in 2020.

Business Development Milestones

The following table sets out a summary of our Group’s major business development milestones:

Year Milestone

1995 Shinsun Property was established in China.

1999 We developed our first residential project, namely Zhuji Shinsun Riverside Garden (諸暨祥生濱江花苑), in Shaoxing, Zhejiang Province.

2004 We strategically expanded our business into the Pan-Yangtze River Delta Region.

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Year Milestone

2007 We developed our first residential project, namely Shanghai Shinsun Futian Yayuan (上海祥生福田雅園), in Shanghai.

2011 We were first ranked China’s Top 100 Real Estate Developers (中國房地產百強企業) by China Real Estate Top 10 Research Team (中國房地產 TOP10研究組).

2014 We relocated our corporate headquarters to Hangzhou, Zhejiang Province.

2015 We were ranked 51st among China’s Real Estate Developers by China Real Estate Association (中國房地產業協會) and China Real Estate Appraisal Centre (中國房地產測評中心).

2016 We were ranked 50th among China’s Real Estate Developers by China Real Estate Association (中國房地產業協會) and China Real Estate Appraisal Centre (中國房地產測評中心).

We adopted a “1+1+X” expansion strategy where we base our development in Zhejiang Province, deeply penetrate into the Pan-Yangtze River Delta Region, and expand into other regional cities with high economic growth potentials beyond this region.

2019 Our Shanghai Operation Center commenced operation.

2020 We were ranked 27th among China’s Real Estate Developers by China Real Estate Association (中國房地產業協會), Shanghai E-House Real Estate Research Institute (上海易居房地產研究院) and China Real Estate Appraisal Centre (中國房地產測評中心).

OUR CORPORATE DEVELOPMENTS

Our Company was incorporated in the Cayman Islands under the Cayman Islands Companies Law as an exempted company with limited liability on December 13, 2019, and became the holding company and [REDACTED] vehicle of our Group upon completion of the Reorganization. See “— Reorganization” below for details.

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Our principal operating subsidiaries in the PRC

As of the Latest Practicable Date, our business operations had been carried out by our operating subsidiaries established or acquired by our Group in the PRC. Our principal operating subsidiaries comprise major holding companies and/or subsidiaries which contributed a substantial amount of revenue and profit of our Group during the Track Record Period. Set out below are the major corporate developments including major changes in the equity interests in our principal operating subsidiaries.

Shinsun Property

Shinsun Property is the principal onshore holding company of our Group and the centralized management platform of our property development projects and an indirect wholly-owned subsidiary of our Company. It was established in the PRC with limited liability on January 4, 1995 with an initial registered capital of RMB6 million. As of the date of its establishment, Shinsun Property was owned as to 60% by Xiangsheng Industrial and 40% by Ms. Zhu Guoling (朱國玲), the spouse of Mr. Chen. Xiangsheng Industrial was owned as to 99% by Mr. Chen and 1% by Mr. Chen Hongni (陳弘倪), the son of Mr. Chen, our executive Director, chief executive officer and president.

Subsequent to a series of capital injections and equity transfers as a result of the internal restructuring of the shareholding structure of Shinsun Property as part of the family arrangement of Mr. Chen, Ms. Zhu Guoling and Mr. Chen Hongni, as of September 18, 2017, Shinsun Property became owned as to approximately 97.5% by Zhuji Xiangshen and approximately 2.5% by Mr. Chen with a registered and paid-up capital of RMB1.18 billion. Zhuji Xiangshen was wholly owned by Mr. Chen at the relevant time. The registered capital of Shinsun Property was increased to RMB1.58 billion through capital injections of RMB100 million and RMB300 million by Zhuji Xiangshen on July 9, 2018 and December 31, 2018, respectively. Upon completion of such capital injections, Shinsun Property became owned as to 98.14% by Zhuji Xiangshen and 1.86% by Mr. Chen.

Upon completion of a series of equity transfers as part of our Reorganization, Shinsun Property became wholly owned by Zhuji Zhuojie. See“— Reorganization — Acquisition of entire equity interest in Shinsun Property by Zhuji Zhuojie” below for further details.

Taixing Xiangrui

Taixing Xiangrui is the project company for our property development projects, namely Taixing Shinsun Guantang Mansion (泰興祥生觀棠府), Taixing Shinsun Tangyue Garden (泰興祥生棠悅園) and Taixing Shinsun Future City Garden (泰興祥生未來城花園) and an indirect non-wholly owned subsidiary of our Company. It was established in the PRC with limited liability on January 22, 2015 with an initial registered and paid-up capital of RMB200 million. As of the date of its establishment, Taixing Xiangrui was owned as to 55% by Shinsun Property, 35% by Zhuji Xiangsheng Enterprise Management Consulting Co., Ltd. (諸暨市祥生企業管理諮詢有限公司)(“Zhuji Xiangsheng Enterprise”), an indirect wholly-owned

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On June 2, 2016, Zhuji Xiangsheng Enterprise transferred 20% and 15% of its equity interest in Taixing Xiangrui to Zhuji Jiuku and Shinsun Property, respectively, at a total consideration of RMB70 million, which was determined based on the then registered capital of Taixing Xiangrui at the time of such transfers. Upon completion of such equity transfers, Taixing Xiangrui became owned as to 70% by Shinsun Property and 30% by Zhuji Jiuku. There has been no change in the equity interest in Taixing Xiangrui since then.

Shinsun Plaza Trading

Shinsun Plaza Trading is an indirect wholly-owned subsidiary of our Company which retains a portion of our commercial properties for investment purpose. It was established in the PRC with limited liability on May 26, 2006 with an initial registered and paid-up capital of RMB20 million. As of the date of its establishment, Shinsun Plaza Trading was owned as to 51% by Shinsun Property, 39% by Xiangsheng Industrial and 10% by Mr. Chen Hongni, the son of Mr. Chen and our executive Director. As a result of the internal restructuring of the shareholding structure of Shinsun Plaza Trading as part of the family arrangement of Mr. Chen and Mr. Chen Hongni, on December 27, 2007, Mr. Chen Hongni transferred his 10% equity interest in Shinsun Plaza Trading to Xiangsheng Industrial at a consideration of RMB2 million, which was determined based on the then registered and paid-up capital of Shinsun Plaza Trading. Upon completion of such equity transfer, Shinsun Plaza Trading became owned as to 51% by Shinsun Property and 49% by Xiangsheng Industrial. The registered capital of Shinsun Plaza Trading was increased to RMB50 million through capital injection of RMB15.3 million and RMB14.7 million by Shinsun Property and Xiangsheng Industrial, respectively, on December 12, 2019 which would be fully paid-up before 2025. Upon completion of the Reorganization, Shinsun Plaza Trading became wholly owed by Shinsun Property. See “— Reorganization — Acquisition of PRC companies” below for further details.

There has been no change in the equity interest in Shinsun Plaza Trading since then.

Shinsun Zhoushan

Shinsun Zhoushan is the project company for our property development project, namely Zhoushan Shinsun Nanshan County Garden (舟山祥生南山郡花園) and an indirect wholly- owned subsidiary of our Company. It was established in the PRC with limited liability on December 10, 2015 with an initial registered and paid-up capital of RMB30 million. Since its establishment and up to the Latest Practicable Date, Shinsun Zhoushan had been owned as to 90% by Shinsun Property and 10% by Zhuji Xiangpeng Enterprise Management Co., Ltd. (諸暨市祥鵬企業管理有限公司), a direct wholly-owned subsidiary of Shinsun Property.

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Shinsun Xinhe

Shinsun Xinhe is the project company for our property development projects, namely Zhuji Shinsun Oak Garden (諸暨祥生橡樹園) and Zhuji Shinsun Oriental Arbor (諸暨祥生東方樾) and an indirect wholly-owned subsidiary of our Company. It was established in the PRC with limited liability on July 24, 2013 with an initial registered and paid-up capital of RMB80 million. As of the date of its establishment, Shinsun Xinhe was owned as to 51% by Shinsun Property, 25% by Lizi Industrial Group Co., Ltd. (李字實業集團有限公司)(“Lizi Industrial”), an Independent Third Party, and 24% by Shanghai Hongziji Food Confluence Co., Ltd. (上海紅子雞美食總匯有限公司), an Independent Third Party.

Subsequent to a series of equity transfers and changes in registered capital, Shinsun Xinhe became wholly owned by Shinsun Property with a registered and paid-up capital of RMB130 million as of August 15, 2016. On September 23, 2016, the registered capital of Shinsun Xinhe was increased to RMB162.5 million and subsequently further increased to RMB203.1 million on November 18, 2016 through the capital injection of RMB32.5 million and RMB40.6 million, respectively, by Wanxiang Trust Co., Ltd. (萬向信託有限公司)(“Wanxiang Trust”), an Independent Third Party and a trust financing provider which entered into a trust financing arrangement with Shinsun Xinhe. Upon completion of such capital injections, Shinsun Xinhe became owned as to 64% by Shinsun Property and 36% by Wanxiang Trust, which was held as a security for the trust financing arrangement. Upon full repayment of the loan under the trust financing arrangement, on April 8, 2019, the registered capital of Shinsun Xinhe was decreased to RMB130 million through capital reduction of the equity interest held by Wanxiang Trust in the amount of RMB73.1 million. Upon completion of such capital reduction, Shinsun Xinhe became wholly-owned by Shinsun Property, with registered and paid-up capital of RMB130 million. There has been no change in the equity interest in Shinsun Xinhe since then.

Shinsun Xiangrui

Shinsun Xiangrui is the project company for our property development project, namely Zhuji Shinsun Mansion (諸暨祥生府) and an indirect wholly-owned subsidiary of our Company. It was established in the PRC with limited liability on December 15, 2016 with an initial registered capital of RMB60 million. As of the date of its establishment, Shinsun Xiangrui was wholly owned by Shinsun Xinhe.

On March 14, 2017, the registered and paid-up capital of Shinsun Xiangrui was increased to RMB80 million through a capital injection of RMB20 million by Shinsun Xinhe. Upon completion of such capital injection, Shinsun Xiangrui remained wholly owned by Shinsun Xinhe. On May 2, 2017, the registered and paid-up capital of Shinsun Xiangrui was further increased to RMB100 million through a capital injection of RMB20 million by Wanxiang Trust, an Independent Third Party and a trust financing provider which entered into a trust financing arrangement with Shinsun Xiangrui. Upon completion of such capital injection, Shinsun Xiangrui became owned as to 80% by Shinsun Xinhe and 20% by Wanxiang Trust, which was held as a security for the trust financing arrangement. Upon full repayment of the loan under

– 142 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY, REORGANIZATION AND CORPORATE STRUCTURE the trust financing arrangement, on May 29, 2019, the registered and paid-up capital of Shinsun Xiangrui was decreased to RMB80 million through a capital reduction of the equity interest held by Wanxiang Trust in the amount of RMB20 million. Upon completion of such capital reduction, Shinsun Xiangrui became wholly owned by Shinsun Xinhe, with registered and paid-up capital of RMB80 million. There has been no change in the equity interest in Shinsun Xiangrui since then.

Shinsun Yijing

Shinsun Yijing is the project company for our property development project, namely Zhuji Shinsun West Lake Mansion (諸暨祥生西湖公館) and an indirect wholly-owned subsidiary of our Company. It was established in the PRC with limited liability on February 6, 2017 with an initial registered capital of RMB50 million. As of the date of its establishment, Shinsun Yijing was wholly owned by Shinsun Property.

On March 30, 2017, the registered capital of Shinsun Yijing was increased to RMB98 million through a capital injection of RMB48 million by Ping An Trust Co., Ltd. (平安信託有限責任公司)(“Ping An Trust”), an Independent Third Party and a trust financing provider, which entered into a trust financing arrangement with Shinsun Yijing. Upon completion of such capital injection, Shinsun Yijing became owned as to 51% by Shinsun Property and 49% by Ping An Trust, which was held as a security for the trust financing arrangement. Upon full repayment of the loan under the trust financing arrangement, on March 15, 2018, Ping An Trust transferred its 49% equity interest in Shinsun Yijing to Shinsun Property at a consideration of RMB48 million, which was equal to the amount of capital injection by Ping An Trust under the trust financing arrangement. Upon completion of such equity transfer, Shinsun Yijing became wholly owned by Shinsun Property. There has been no change in the equity interest in Shinsun Yijing since then.

Shinsun Hongjing

Shinsun Hongjing is the project company for our property development project, namely Keqiao Shinsun Qunxian Mansion (柯橋祥生群賢府) and an indirect non-wholly owned subsidiary of our Company. It was established in the PRC with limited liability on February 14, 2017 with an initial registered capital of RMB50 million which had not been paid up as of the date of establishment. As of the date of its establishment, Shinsun Hongjing was owned as to 60% by Shinsun Property, 20% by Zhuji Xiangyun Enterprise Management Consulting Co., Ltd. (諸暨市祥雲企業管理諮詢有限公司)(“Zhuji Xiangyun Enterprise”), a direct wholly- owned subsidiary of Shinsun Property, and 20% by Hangzhou Jinxiang Equity Investment Partnership (LP) (杭州金祥股權投資合夥企業(有限合夥)) (“Hangzhou Jinxiang”). Hangzhou Jinxiang was held as to 90% by Ms. Tu Shushu, a director of a subsidiary of our Company, and 10% by Hangzhou Qianlong Investment Management Co., Ltd. (杭州潛龍投資管理有限公司) (“Hangzhou Qianlong”), a company owned as to 80% by Mr. Chen Guanqun, the nephew of Mr. Chen, and 20% by Mr. Chen, with Hangzhou Qianlong as the general partner and Ms. Tu Shushu as the limited partner.

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On March 1, 2017, Hangzhou Jinxiang transferred its 20% equity interest in Shinsun Hongjing to Shinsun Property at nil consideration given that the registered capital of Shinsun Hongjing was not paid-up at the relevant time. Upon completion of such equity transfer, Shinsun Hongjing became owned as to 80% by Shinsun Property and 20% by Zhuji Xiangyun Enterprise. The registered capital of Shinsun Hongjing became fully paid up as to RMB40 million by Shinsun Property on April 27, 2017 and RMB10 million by Zhuji Xiangyun Enterprise on March 20, 2017.

On June 6, 2017, Zhuji Xiangyun Enterprise transferred its 20% equity interest in Shinsun Hongjing to Hangzhou Huishi Investment Management Partnership (LP) (杭州匯石投資管理合夥企業 (有限合夥)) (“Hangzhou Huishi”), an Independent Third Party, pursuant to a financing arrangement entered into with Shinsun Property, at a consideration of RMB10 million, which was determined based on the then registered and paid-up capital of Shinsun Hongjing. Upon completion of such equity transfer, Shinsun Hongjing became owned as to 80% by Shinsun Property and 20% by Hangzhou Huishi, which was held as a security for such financing arrangement. Upon full repayment of the loan under the financing arrangement, on July 13, 2017, Hangzhou Huishi transferred its 20% equity interest in Shinsun Hongjing to Zhuji Xiangyun Enterprise at a consideration of RMB10 million, which was equal to the original consideration paid by Hangzhou Huishi under the trust financing arrangement. Upon completion of such transfer, Shinsun Hongjing became owned as to 80% by Shinsun Property and 20% by Zhuji Xiangyun Enterprise.

On December 18, 2018, Shinsun Property transferred its 20% equity interest in Shinsun Hongjing to Zhelv Zhanjing Real Estate Co., Ltd. (浙旅湛景置業有限公司)(“Zhelv Zhanjing”), an Independent Third Party (other than being a substantial shareholder of Shinsun Hongjing and other subsidiaries of Shinsun Property), at a consideration of RMB10 million, which was determined based on the then registered and paid-up capital of Shinsun Hongjing. Upon completion of such equity transfer, Shinsun Hongjing became owned as to 60% by Shinsun Property, 20% by Zhuji Xiangyun Enterprise and 20% by Zhelv Zhanjing. There has been no change in the equity interest in Shinsun Hongjing since then.

Shinsun Haining

Shinsun Haining is the project company for our property development project, namely Haining Shinsun Xinyu Mansion (海寧祥生新語府) and an indirect non-wholly owned subsidiary of our Company. It was established in the PRC with limited liability on April 18, 2016 with an initial registered capital of RMB50 million which had not been paid up as of the date of establishment. As of the date of its establishment, Shinsun Haining was owned as to 60% by Shinsun Property, 35% by Ms. Jin Yafei (金亞飛), an Independent Third Party, and 5% by Zhejiang Mansidun Real Estate Development Co., Ltd. (浙江曼斯頓房地產開發有限公司) (“Zhejiang Mansidun”), an Independent Third Party (other than being a substantial shareholder of Shinsun Haining).

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Subsequent to a series of equity transfer, as of November 21, 2016, Shinsun Haining became owned as to 60% by Shinsun Property and 40% by Zhejiang Mansidun. The registered capital of Shinsun Haining became fully paid up as to RMB30 million by Shinsun Property on December 6, 2016 and RMB20 million by Zhejiang Mansidun on September 29, 2016.

On December 15, 2016, Shinsun Property transferred its 5% equity interest in Shinsun Haining to Lujiazui International Trust Co., Ltd. (陸家嘴國際信託有限公司)(“Lujiazui Trust”), an Independent Third Party and a trust financing provider, pursuant to a trust financing arrangement entered into with Shinsun Haining, at nil consideration. Upon completion of such equity transfer, Shinsun Haining became owned as to 55% by Shinsun Property, 40% by Zhejiang Mansidun and 5% by Lujiazui Trust, which was held as a security for the trust financing arrangement. Upon full repayment of the loan under the trust financing arrangement, on July 13, 2017, Lujiazui re-transferred its 5% equity interest in Shinsun Haining to Shinsun Property at nil consideration. Upon completion of such equity transfer, Shinsun Haining became owned as to 60% by Shinsun Property and 40% by Zhejiang Mansidun.

On July 19, 2017, Shinsun Property transferred its 20% equity interest in Shinsun Haining to Zhejiang Mansidun as nominee at nil consideration due to a potential financing arrangement as agreed with the intended lender which required Zhejiang Mansidun to hold majority interest in Shinsun Haining. Given that the aforesaid potential financing arrangement did not materialize, on September 5, 2017, Zhejiang Mansidun transferred its 20% equity interest in Shinsun Haining back to Shinsun Property at nil consideration. Upon completion of such equity transfer, Shinsun Haining became owned as to 60% by Shinsun Property and 40% by Zhejiang Mansidun. There has been no change in the equity interest in Shinsun Haining since then.

Shanghai Jubo

Shanghai Jubo is the project company for our property development project, namely Shanghai Shinsun Hongkou Project (上海祥生虹口區項目) and an indirect non-wholly owned subsidiary of our Company. It was established in the PRC with limited liability on August 5, 2004 with an initial registered and paid-up capital of RMB10 million. As of the date of its establishment, Shanghai Jubo was owned as to 80% by Shanghai Julian Investment Co., Ltd. (上海聚聯投資有限公司)(“Shanghai Julian”), an Independent Third Party, 10% by Shanghai Yifang Real Estate Development Co., Ltd. (上海一方置業發展有限公司), an Independent Third Party, and 10% by Wuxi Huashun Investment Industry Co., Ltd. (無錫華順投資置業有限公司), an Independent Third Party.

Subsequent to a series of equity transfers and immediately prior to our acquisition of Shanghai Jubo, as of July 7, 2005, Shanghai Jubo was owned as to 60% by Xiangsheng Industrial, 20% by Shanghai Kaixuan Trading Co., Ltd. (上海凱暄經貿有限公司)(“Shanghai Kaixuan”), an Independent Third Party, 10% by Shanghai Zhonghong (Group) Co., Ltd. (上海中虹(集團)有限公司)(“Shanghai Zhonghong”), an Independent Third Party, and 10% by Shanghai Julian, an Independent Third Party, with a registered and paid-up capital of RMB10 million. On December 19, 2005, Xiangsheng Industrial transferred its 60% equity interest in

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Shanghai Jubo to Zhejiang Wuzhou Real Estate Development Co., Ltd. (浙江五洲房地產開發有限公司)(“Zhejiang Wuzhou”), an indirect wholly-owned subsidiary of our Company, at a consideration of RMB6 million, which was determined based on the then registered and paid-up capital of Shanghai Jubo at the time of such transfer. Upon completion of such transfer, Shanghai Jubo became owned as to 60% by Zhejiang Wuzhou, 20% by Shanghai Kaixuan, 10% by Shanghai Zhonghong and 10% by Shanghai Julian.

Due to internal restructuring, on July 14, 2008, Zhejiang Wuzhou transferred its 60% equity interest in Shanghai Jubo to Shinsun Property at a consideration of RMB6 million, which was determined based on the then registered and paid-up capital of Shanghai Jubo. Upon completion of such transfer, Shanghai Jubo became owned as to 60% by Shinsun Property, 20% by Shanghai Kaixuan, 10% by Shanghai Zhonghong and 10% by Shanghai Julian.

Subsequent to a series of capital injections and equity transfers, as of March 30, 2016, Shanghai Jubo was owned as to 80% by Shinsun Property, 10% by Shanghai Zhonghong and 10% by Shanghai Julian, with a registered and paid-up capital of RMB100 million. On June 2, 2016, Shinsun Property transferred its 10% equity interest in Shanghai Jubo to Huabao Trust Co., Ltd. (華寶信託有限責任公司)(“Huabao Trust”), an Independent Third Party and a trust financing provider, pursuant to a trust financing arrangement entered into with Shanghai Jubo, at a consideration of RMB10 million, which was determined based on the then registered and paid-up capital of Shanghai Jubo at the time of such transfer. Upon completion of such equity transfer, Shanghai Jubo became owned as to 70% by Shinsun Property, 10% by Shanghai Zhonghong, 10% by Shanghai Julian and 10% by Huabao Trust, which was held as a security for the trust financing arrangement. The 10% equity interest in Shanghai Jubo held by Huabao Trust will be transferred back to Shinsun Property and the pledge over 70% equity interest in Shanghai Jubo will be released upon full repayment of the loan under the relevant trust financing arrangement.

On August 9, 2016, Shanghai Zhonghong transferred its 10% equity interest in Shanghai Jubo to Shanghai Julian by way of listing-for-sale on Shanghai United Assets and Equity Exchange through an open selection of transferees at a consideration of approximately RMB76.6 million, which was determined through the public listing and sale process. Upon completion of such equity transfer, Shanghai Jubo became owned as to 70% by Shinsun Property, 20% by Shanghai Julian and 10% by Huabao Trust held pursuant to the trust financing arrangement. There has been no change in the equity interest in Shanghai Jubo since then.

As of December 31, 2019, we had more than 200 subsidiaries. We have adopted a complex Group structure with a large number of subsidiaries due to the customary practice of the property development industry in the PRC to establish a project company for each new property project. This allows for flexibility in the relevant licensing, compliance and financial risk management when our Group develops and completes property projects in its ordinary course of business.

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REORGANIZATION

In preparation for the [REDACTED], we underwent the Reorganization pursuant to which our Company became the holding company and [REDACTED] of our Group and our PRC operations were transferred to our Company.

The following chart sets forth a simplified corporate structure(1) of our Group immediately before the Reorganization:

Mr. Chen

100%

Zhuji Xiangshen (PRC)

1.86% 98.14%

Shinsun Property (PRC)

70% 51% 100% 100% 100% 80% 60% 70% Taixing Shinsun Plaza Shinsun Shinsun Shinsun Shinsun Xinhe Shinsun Yijing Shanghai Jubo(7) Xiangrui(2) Trading(3) Zhoushan(4) Hongjing(5) Haining(6) (PRC) (PRC) (PRC) (PRC) (PRC) (PRC) (PRC) (PRC)

100% Shinsun Xiangrui (PRC)

Indirect Shareholding

Notes:

(1) The above chart only includes shareholding information relating to our principal operating subsidiaries. For details relating to our principal operating subsidiaries, please refer to “— Our Corporate Development” in this section above.

(2) The remaining 30% equity interest in Taixing Xiangrui was held by Zhuji Jiuku Investment Co., Ltd. (諸暨市九庫投資有限公司), which is owned as to 50% by Mr. Zhao Hongwei (趙紅衛), a director of Shinsun Property, and 50% by Ms. Chen Huiping (陳慧萍), the spouse of Mr. Zhao Hongwei.

(3) The remaining 49% equity interest in Shinsun Plaza Trading was held by Xiangsheng Industrial, a company owned as to 99% by Mr. Chen and 1% by Mr. Chen Hongni.

(4) Shinsun Zhoushan is wholly owned by Shinsun Property, of which 90% equity interest is held directly by Shinsun Property and 10% equity interest is held through its wholly-owned subsidiary, Zhuji Xiangpeng Enterprise Management Co., Ltd. (諸暨市祥鵬企業管理有限公司).

(5) Shinsun Hongjing is owned as to 80% by Shinsun Property, of which 60% equity interest is held directly by Shinsun Property and 20% equity interest is held through its wholly-owned subsidiary, Zhujishi Xiangyun Enterprise Management Consulting Co., Ltd. (諸暨市祥雲企業管理諮詢有限公司). The remaining 20% equity interest in Shinsun Hongjing was held by Zhelv Zhanjing Real Estate Co., Ltd. (浙旅湛景置業有限公司), an Independent Third Party (other than being a substantial shareholder of Shinsun Hongjing and other subsidiaries of Shinsun Property).

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(6) The remaining 40% equity interest in Shinsun Haining was held by Zhejiang Mansidun Real Estate Development Co., Ltd. (浙江曼斯頓房地產開發有限公司), an Independent Third Party (other than being a substantial shareholder of Shinsun Haining).

(7) The remaining 30% equity interest in Shanghai Jubo was held as to 20% by Shanghai Julian Investment Co., Ltd. (上海聚聯投資有限公司), an Independent Third Party, and 10% by Huabao Trust Co., Ltd. (華寶信託有限責任公司), an Independent Third Party, pursuant to the trust financing arrangement.

In preparation for the [REDACTED], the following Reorganization steps were implemented to establish our Group:

Capital injection by Zhuji Zhuoqun Partnership into Zhuji Xiangshen

On December 26, 2019, Zhuji Zhuoqun Partnership made a capital injection of RMB1 million into Zhuji Xiangshen, a company which holds 98.14% equity interest in Shinsun Property, the principal onshore holding company of our Group. Such capital injection was fully paid up in cash on May 22, 2020. Upon completion of such capital injection, Zhuji Xiangshen was owned as to 99% by Mr. Chen and 1% by Zhuji Zhuoqun Partnership. Zhuji Zhuoqun Partnership is owned as to 99% by Mr. Chen, being the general partner, and 1% by Mr. Chen Guanqun, being the limited partner and the nephew of Mr. Chen.

Establishment of Zhuji Zhuojie

Zhuji Zhuojie was established in the PRC with limited liability on December 27, 2019 to act as a holding company for Shinsun Property. As of the date of its establishment, it had a registered capital of RMB9.7 million which was fully paid up on April 17, 2020 and wholly-owned by Zhuji Xiangshen.

Capital injection by Zhuji Xiangshen into Zhuji Zhuojie

On December 30, 2019, Zhuji Xiangshen injected its 98.14% equity interest in Shinsun Property into Zhuji Zhuojie which is equivalent to RMB2.5 billion as the capital reserve of Zhuji Zhuojie. Upon completion of such capital injection, Shinsun Property was owned as to 98.14% by Zhuji Zhuojie and 1.86% by Mr. Chen.

Acquisition of 1.86% interest in Shinsun Property by Zhuji Zhuojie

On January 20, 2020, Mr. Chen transferred his 1.86% equity interest in Shinsun Property to Zhuji Zhuojie at a consideration of approximately RMB59.8 million, which was determined after arm’s length negotiations between the parties with reference to the appraised value of the shareholders’ equity of Shinsun Property as of November 30, 2019 as conducted by an independent valuer. The consideration was settled in cash on April 17, 2020. Upon completion of such equity transfer, Shinsun Property became wholly-owned by Zhuji Zhuojie.

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Acquisition of PRC companies

To avoid potential competition between businesses of our Controlling Shareholders and the businesses of our Group, as part of the Reorganization, we acquired the following companies which are engaged in the core business of our Group:

(a) 10% equity interest in Huzhou Shinsun Yiyue Real Estate Development Co., Ltd. (湖州祥生宜越房地產開發有限公司) (“Shinsun Yiyue”)

Shinsun Yiyue is a company primarily engaged in property development and was our non-wholly owned subsidiary owned as to 90% by Shinsun Property and 10% by Hangzhou Cibao Investment Co., Ltd. (杭州慈抱投資有限公司)(“Hangzhou Cibao”), a company wholly-owned by Hangzhou Saiyi Asset Management Co., Ltd. (杭州賽憶資產管理有限公司), which is in turn wholly-owned by Xiangsheng Industrial, a company owned as to 99% by Mr. Chen and 1% by Mr. Chen Hongni, immediately prior to the Reorganization. On March 16, 2020, Shinsun Property acquired 10% equity interest in Shinsun Yiyue from Hangzhou Cibao at a consideration of RMB3 million, which was determined with reference to the then registered and paid-up capital of Shinsun Yiyue at the time of acquisition. The consideration was settled in cash on May 21, 2020. Upon completion of such equity transfer, Shinsun Yiyue became wholly-owned by Shinsun Property.

(b) 49% equity interest in Shinsun Plaza Trading

Shinsun Plaza Trading is a company primarily engaged in property development and was our non-wholly owned subsidiary owned as to 51% by Shinsun Property and 49% by Xiangsheng Industrial, a company owned as to 99% by Mr. Chen and 1% by Mr. Chen Hongni, immediately prior to the Reorganization. On April 24, 2020, Shinsun Property acquired 49% equity interest in Shinsun Plaza Trading from Xiangsheng Industrial at a consideration of RMB63.7 million, which was determined after arm’s length negotiations between the parties with reference to the appraised value of the shareholders’ equity of Shinsun Plaza Trading as of December 31, 2019 as conducted by an independent valuer. The consideration was settled in cash on May 8, 2020. Upon completion of such equity transfer, Shinsun Plaza Trading became wholly-owned by Shinsun Property.

Scien International is a holding company which holds 30% equity interest in Zoucheng Xiangyi Real Estate Development Co., Ltd. (鄒城市祥宜房地產開發有限公司), a company primarily engaged in property development. Scien International was wholly owned by Ms. Zhu Guoling, the spouse of Mr. Chen, immediately prior to the Reorganization. On April 22, 2020, Xiang Sheng Development Limited (香港祥生發展有限公司)(“Hong Kong Xiang Sheng”), our wholly-owned subsidiary, acquired 100% issued share capital of Scien International from Ms. Zhu Guoling at a nominal

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consideration of HK$1, which was determined after arm’s length negotiations between the parties with reference to the net asset value of Scien International as of March 31, 2020. The consideration was settled in cash on May 22, 2020. Upon completion of such equity transfer, Scien International became wholly-owned by Hong Kong Xiang Sheng.

(d) 48.98% equity interest in Hangzhou Shinsun Hongyue Real Estate Development Co., Ltd. (杭州祥生弘越房地產開發有限公司) (“Shinsun Hongyue”)

Shinsun Hongyue is a company primarily engaged in property development and was our non-wholly owned subsidiary, which was owned as to 51.02% by Shinsun Property and 48.98% by Hong Yuan International Holdings Limited (弘源國際控股有限公司) (“Hong Yuan International”), a company wholly owned by Ms. Zhu Guoling, the spouse of Mr. Chen, immediately prior to the Reorganization. On March 31, 2020, Shinsun Property acquired 48.98% equity interest in Shinsun Hongyue from Hong Yuan International at a consideration of RMB651 million, which was determined after arm’s length negotiations between the parties with reference to the valuation of Shinsun Hongyue as of December 31, 2019 as conducted by an independent valuer. The consideration was partly settled as to RMB77,462,750 in cash by April 21, 2020 and the remaining consideration will be settled in cash on or before August 31, 2020 pursuant to the equity transfer agreement entered into between Shinsun Property and Hong Yuan International. Upon completion of such equity transfer, Shinsun Hongyue was wholly- owned by Shinsun Property.

(e) 100% equity interest in Zhejiang Shinsun Hongchuang Construction Technology Co., Ltd. (浙江祥生弘創建築科技有限公司) (“Shinsun Hongchuang”)

Shinsun Hongchuang is the holding company of Hangzhou Xiangyi Apartment Management Co., Ltd. (杭州祥義公寓管理有限公司)(“Xiangyi Apartment”) and was owned as to 51% by Ms. Yao Xiaozhen, our executive Director, and 49% by Xiangsheng Construction, a company indirectly owned as to 99% by Mr. Chen and 1% by Mr. Chen Hongni, our executive Director, immediately prior to the Reorganization. As of the Latest Practicable Date, each of Shinsun Hongchuang and Xiangyi Apartment had no active business operation. In view of our potential plan to utilize Xiangyi Apartment as a platform for our development of serviced apartment operation business in the future, on April 7, 2020, Shinsun Property acquired 51% equity interest in Shinsun Hongchuang from Ms. Yao Xiaozhen at a consideration of RMB51 million, which was determined after arm’s length negotiations between the parties with reference to the then registered and paid-up capital of Shinsun Hongchuang at the time of such acquisition, and 49% equity interest in Shinsun Hongchuang from Xiangsheng Construction at nil consideration given that its registered capital in Shinsun Hongchuang had not been paid-up at the time of such acquisition. The consideration was settled in cash by May 25, 2020. Upon completion of such equity transfer, Shinsun Hongchuang became wholly-owned by Shinsun Property.

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Our Directors have confirmed that none of the applicable percentage ratios as stipulated under the Listing Rules of any of the acquisitions conducted by our Group during the Track Record Period exceeds 25%. Accordingly, the relevant pre-acquisition financial information is not required to be disclosed pursuant to Rule 4.05A of the Listing Rules.

Disposal of PRC companies

Ancillary businesses require expertise, management and other resources which are different from our core business, namely, property development and sales. To focus our resources primarily on property development and sales business and in order to achieve clear business delineation between our Group and the companies owned by our Controlling Shareholders, we disposed of the following companies which are engaged in certain ancillary businesses:

Property management business

(a) 100% equity interest in Xiuyan Manchu Autonomous County Xiangsheng Yuedu Property Co., Ltd. (岫岩滿族自治縣祥生越都物業有限公司) (“Xiangsheng Yuedu”)

Xiangsheng Yuedu was established on May 25, 2009 as a limited liability company for the purpose of providing property management services. On March 30, 2020, Liaoning Xiangsheng Yuedu Real Estate Co., Ltd. (遼寧祥生越都置業有限公司)(“Liaoning Xiangsheng”), a company owned as to 51% by Shinsun Property and 49% by Zhejiang Zhuji Yuedu Trading Co., Ltd. (浙江諸暨越都貿易有限公司)(“Zhuji Yuedu”), a company owned as to 80% by Mr. Zhao Leiyi, our executive Director, and 20% by Ms. Zhen Heqian, his spouse, transferred 51% and 49% equity interest in Xiangsheng Yuedu to Xiangsheng Property Management, a company owned as to 98% by Xiangsheng Industrial and 2% by Ms. Zhu Guoling, the spouse of Mr. Chen, and Zhuji Yuedu at a total consideration of RMB500,000, which was determined based on the then registered and paid-up capital of Xiangsheng Yuedu at the time of such transfers. The respective consideration was settled by Xiangsheng Property Management on May 25, 2020 and by Zhuji Yuedu on May 20, 2020. Upon completion of such equity transfers, Xiangsheng Yuedu ceased to be a subsidiary of Liaoning Xiangsheng.

Hotel business

(b) 100% equity interest in Hubei Xiangsheng Xianyuan International Hotel Management Co., Ltd. (湖北祥生仙苑國際大酒店管理有限公司) (“Shinsun Fairyland Hotel Management”)

Shinsun Fairyland Hotel Management was established on June 5, 2012 as a limited liability company for the purpose of operating and managing Shinsun Fairyland International Hotel (湖北祥生仙苑國際大酒店) located in Hubei, the PRC. On March 24,

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2020, Shinsun Property, our wholly-owned subsidiary, transferred 100% equity interest in Shinsun Fairyland Hotel Management to Xiangsheng Hotel Management, a company wholly owned by Xiangsheng Industrial, at a consideration of approximately RMB22 million, which was determined with reference to the investment cost of Shinsun Property in Xiangsheng Xianyuan Hotel. The consideration was settled in cash on May 22, 2020. Upon completion of such equity transfer, Shinsun Fairyland Hotel Management ceased to be a subsidiary of Shinsun Property.

Xiangsheng Youqiju Hotel was established on June 19, 2018 as a limited liability company for the purpose of operating and managing Zhuji Xiangsheng Youqiju Hotel (諸暨祥生幽憩居酒店) located in Shaoxing, the PRC. On January 14, 2020, Zhejiang Zhuji Xiangsheng Tourism Culture Development Co., Ltd. (浙江諸暨祥生旅遊文化發展有限公司)(“Xiangsheng Tourism Culture”), a wholly-owned subsidiary of Zhejiang Xiangjing Tourism Industry Development Co., Ltd. (浙江祥景旅遊產業發展有限公司), which is in turn wholly owned by Shinsun Property, transferred 100% equity interest in Xiangsheng Youqiju Hotel to Xiangsheng Hotel Management at a consideration of RMB5 million, which was determined with reference to the then registered and paid-up capital of Xiangsheng Youqiju Hotel at the time of such transfer. The consideration was settled in cash on April 13, 2020. Upon completion of such equity transfer, Xiangsheng Youqiju Hotel ceased to be a subsidiary of Xiangsheng Tourism Culture.

To the best knowledge of our Directors, our Company was not aware of any non-compliance with any applicable PRC laws and regulations of the disposed companies in the course of the Reorganization during the Track Record Period and up to their respective dates of disposal from our Group which would have a material adverse effect on our Group’s business operation and financial condition.

Capital injection into Zhuji Zhuojie by Golden Stone HK

See “— [REDACTED] Investment — Investment by the [REDACTED] Investor” below for details. Upon completion of the [REDACTED] investment, on April 2, 2020, Zhuji Zhuojie became owned as to 99% by Zhuji Xiangshen and 1% by Golden Stone HK.

Incorporation of our Company

Our Company was incorporated in the Cayman Islands as an exempted company with limited liability on December 13, 2019 to act as the holding company and [REDACTED]of our Group. As of the date of its incorporation, the authorized share capital of our Company was US$50,000 divided into 50,000 shares of US$1.00 each. On the date of its incorporation, one fully-paid share of our Company was issued and allotted at par to an initial subscriber, an Independent Third Party, and such share was transferred to Shinlight Limited, which was then wholly-owned by Mr. Chen, at a consideration of US$1.00 on the same date. Upon completion of such transfer, our Company then became wholly-owned by Shinlight Limited.

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Establishment of the Family Trust

On March 31, 2020, Mr. Chen transferred one share in Shinlight Limited, representing the entire issued share capital of Shinlight Limited, by way of gift to Shinfamily Holdings, a company incorporated in the BVI by TMF (Cayman) Ltd., the trustee of the Family Trust, as the holding vehicle for the administration of the Family Trust which is a discretionary trust. The beneficiaries of the Family Trust are Mr. Chen and his family members.

Incorporation of Shinsun International

Shinsun International was incorporated in the BVI with limited liability on January 2, 2020 as the intermediate holding company of our Group in the BVI. On the date of its incorporation, one fully-paid share of Shinsun International was issued and allotted to our Company at par and Shinsun International then became wholly-owned by our Company.

Incorporation of Shinsun Hong Kong

Shinsun Hong Kong was incorporated in Hong Kong with limited liability on February 24, 2020 as the intermediate holding company of our Group in Hong Kong. As of the date of its incorporation, 10,000 shares of Shinsun International were issued and allotted to Shinsun International at a subscription price of HK$10,000 and Shinsun Hong Kong then became wholly-owned by Shinsun International.

Establishment of Xiangshen Business Consulting

Xiangshen Business Consulting was established in the PRC with limited liability on March 18, 2020 as the intermediate holding company of our Group in the PRC. As of the date of its establishment, it had a registered capital of RMB10 million to be fully paid up pursuant to the articles of association of Xiangshen Business Consulting. Since its establishment, Xiangshen Business Consulting has been wholly-owned by Shinsun Hong Kong.

Capital injection by Xiangshen Business Consulting into Zhuji Zhuojie

On May 7, 2020, Xiangshen Business Consulting made a capital injection of approximately RMB15.2 million into Zhuji Zhuojie, which was fully paid up in cash on May 14, 2020. Upon completion of such capital injection, Zhuji Zhuojie was owned as to 60.8081% by Xiangshen Business Consulting, 38.8% by Zhuji Xiangshen and 0.3919% by Golden Stone HK.

Acquisition of the remaining interest in Zhuji Zhuojie by Xiangshen Business Consulting

On May 11, 2020, Zhuji Xiangshen transferred its 38.8% equity interest in Zhuji Zhuojie to Xiangshen Business Consulting at a consideration of approximately RMB2.5 billion, which was determined after arm’s length negotiations between the parties with reference to the investment cost of Zhuji Xiangshen in Zhuji Zhuojie. The consideration was settled in cash by May 14, 2020. Upon completion of such equity transfer, Zhuji Zhuojie was owned as to 99.6081% by Xiangshen Business Consulting and 0.3919% by Golden Stone HK.

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Subdivision of shares in our Company

On May 11, 2020, each of our issued and unissued shares of US$1.00 each was subdivided into 100 Shares of US$0.01 each. Upon completion of the share subdivision, 100 Shares were held by Shinlight Limited.

Acquisition of Silver Rock by our Company

On May 20, 2020, Golden Stone transferred one share of Silver Rock, representing the entire issued share capital of Silver Rock, to our Company which was settled by way of the issue and allotment of 10 Shares of US$0.01 each to Golden Stone. On the same date, our Company issued and allotted 890 Shares of US$0.01 each to Shinlight Limited at par. Upon completion of such share transfer and issue and allotment of Shares, Silver Rock became our direct wholly-owned subsidiary and our Company was owned as to 99% by Shinlight Limited and 1% by Golden Stone.

See “— Corporate Structure Immediately after the Completion of the Reorganization and the [REDACTED] Investment” below for our corporate structure upon the completion of the Reorganization and the [REDACTED] Investment.

[REDACTED] INVESTMENT

Investment by the [REDACTED] Investor

As of February 27, 2020, Golden Stone HK was a direct wholly-owned subsidiary of Silver Rock, which was in turn wholly-owned by Golden Stone. Golden Stone was directly wholly-owned by the [REDACTED] Investor.

On April 1, 2020, Golden Stone HK entered into a joint venture agreement with Zhuji Xiangshen, pursuant to which Golden Stone HK made a capital injection of RMB62 million into Zhuji Zhuojie, among which RMB97,980 was contributed to the registered capital of Zhuji Zhuojie and the remaining RMB61,902,020 to the capital reserve of Zhuji Zhuojie. The consideration was determined with reference to the appraised value of the shareholders’ equity of Zhuji Zhuojie of approximately RMB6.2 billion as of December 31, 2019 by an independent valuer and was fully paid up in cash on April 29, 2020. Upon completion of such capital injection, Zhuji Zhuojie became owned as to 99% by Zhuji Xiangshen and 1% by Golden Stone HK, with a registered and paid-up capital of approximately RMB9.8 million.

On May 20, 2020, Golden Stone entered into a share swap agreement (the “Share Swap Agreement”) with our Company, pursuant to which Golden Stone transferred one share of Silver Rock, representing the entire issue share capital of Silver Rock, to our Company in consideration of the issue and allotment of 10 Shares of US$0.01 each to Golden Stone.

Details of the [REDACTED] Investor’s investment (the “[REDACTED] Investment”) are set forth below:

Name of the [REDACTED] Investor: Mr. Shou Bainian (壽柏年)

Date of agreement: April 1, 2020

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Amount of consideration paid: RMB62 million (equivalent to approximately HK$68.0 million) (through its investment in Zhuji Zhuojie)

Basis of determination of the After arm’s length negotiations between the consideration: parties with reference to the appraised value of the shareholders’ equity of Zhuji Zhuojie of approximately RMB6.2 billion as of December 31, 2019 as appraised by an independent valuer

Consideration payment date: April 29, 2020

Cost per Share(1): Approximately RMB[REDACTED] (equivalent to approximately HK$[REDACTED])

Discount to mid-point of the Approximately [REDACTED]% [REDACTED] range(1):

Use of proceeds Contribution of [REDACTED]tothe registered capital of Zhuji Zhuojie and the remaining [REDACTED] to the capital reserve of Zhuji Zhuojie

Shareholding in our Company 1% immediately after the completion of the [REDACTED] Investment(1)

Shareholding in our Company Approximately [REDACTED]% immediately after the completion of the [REDACTED](1),(2):

Strategic benefits to our Group: Our Directors are of the view that our Group can benefit from the [REDACTED] Investment as it demonstrates the [REDACTED] Investor’s confidence in the operations of our Group and serves as an endorsement of our Group’s performance, strength and prospects, which can assist us in broadening our shareholder base. In addition, Mr. Shou Bainian’s positioning as a strategic investor of our Company, coupled with his extensive investment experience and network, will add value to the profile of our Company

Special rights: None of Golden Stone and the [REDACTED] Investor is entitled to any special rights under the [REDACTED] Investment

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Notes:

(1) Calculated on the basis of the number of Shares to be held by Golden Stone immediately after the completion of the [REDACTED] but before the completion of the [REDACTED].

(2) Without taking into account any Shares which may be issued pursuant to the exercise of the [REDACTED] or any options that may be granted under the Share Option Scheme.

Information regarding the [REDACTED] Investor

Golden Stone is an investment holding company incorporated in the BVI and wholly owned by Mr. Shou Bainian. Mr. Shou has over 14 years of experience in the PRC real estate industry including the experience gained in his previous role as a senior management of a reputation property developer. Mr. Shou is also an experienced investor with over 13 years of experience in equity investment in various industries including property development, medical and healthcare and education in the PRC. Mr. Shou became acquainted with Mr. Chen at business and social events for real estate industry in around 2005 and they maintained regular contact thereafter. In the second half of 2019, Mr. Chen and Mr. Shou started to explore investment opportunities in our Group and Mr. Shou reached an agreement and concluded his investment in our Group as described above. Other than the shareholding in our Group, Golden Stone and Mr. Shou Bainian are independent from our Group.

Lock-up and Public Float

As the [REDACTED] Investor is not a core connected person of the Company and the [REDACTED] Investment was not financed directly or indirectly by any core connected persons of the Company, Shares held by Golden Stone will be counted towards the public float after the [REDACTED].

Golden Stone has agreed that it will not, at any time during the period from May 20, 2020, being the date of the Share Swap Agreement, to the date falling six months following the [REDACTED], dispose of any of the Shares directly or indirectly held by it.

Compliance with Interim Guidance

The Joint Sponsors are of the view that the terms of the [REDACTED] Investment by the [REDACTED] Investor are in compliance with (i) the Guidance Letter HKEx-GL-29-12 issued by the Stock Exchange in January 2012 and as updated in March 2017; and (ii) the Guidance Letter HKEx-GL43-12 issued by the Stock Exchange in October 2012 and as updated in July 2013 and March 2017.

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CORPORATE STRUCTURE IMMEDIATELY AFTER THE COMPLETION OF THE REORGANIZATION AND THE [REDACTED] INVESTMENT

The following chart sets forth a simplified corporate structure(1) of our Group immediately after the completion of the Reorganization and the [REDACTED] Investment, but before the completion of the [REDACTED] and the [REDACTED]:

[REDACTED] Investor

100%

Golden Stone Shinlight Limited(2) (BVI) (BVI)

1% 99%

Our Company (Cayman Islands)

100% 100%

Silver Rock Shinsun International (BVI) (BVI)

100% 100%

Golden Stone HK Shinsun Hong Kong (Hong Kong) (Hong Kong) Offshore

Onshore 100% Xiangshen Business Consulting (PRC)

0.3919% 99.6081%

Zhuji Zhuojie (PRC)

100%

Shinsun Property (PRC)

70% 100% 100% 100% 100% 80% 60% 70%

Taixing Shinsun Plaza Shinsun Shinsun Shinsun Shinsun Xinhe Shinsun Yijing Shanghai Jubo(7) Xiangrui(3) Trading Zhoushan(4) Hongjing(5) Haining(6) (PRC) (PRC) (PRC) (PRC) (PRC) (PRC) (PRC) (PRC)

100%

Shinsun Xiangrui (PRC)

Indirect Shareholding

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Notes:

(1) The above chart only includes shareholding information relating to our principal subsidiaries. For details relating to our principal operating subsidiaries, please refer to “— Our Corporate Development” in this section above.

(2) Shinlight Limited is wholly owned by Shinfamily Holdings, which is in turn wholly owned by TMF (Cayman) Ltd., the trustee of the Family Trust. The Family Trust is a discretionary trust established by Mr. Chen, the settlor, with Mr. Chen and his family members as the beneficiaries.

(3) The remaining 30% equity interest in Taixing Xiangrui was held by Zhuji Jiuku Investment Co., Ltd. (諸暨市九庫投資有限公司), which is owned as to 50% by Mr. Zhao Hongwei (趙紅衛), a director of Shinsun Property, and 50% by Ms. Chen Huiping (陳慧萍), the spouse of Mr. Zhao Hongwei.

INCREASE IN AUTHORIZED SHARE CAPITAL

On [●], 2020, our authorized share capital was increased from US$50,000 to US$[200,000,000] by the creation of additional [19,999,950,000] Shares, such that following the increase in authorized share capital, the authorized share capital of our Company was US$[200,000,000] divided into [20,000,000,000] Shares of US$[0.01] each.

[REDACTED]

Pursuant to the written resolutions of our Shareholders passed on [●], 2020, conditional on the share premium account of our Company being credited as a result of the [REDACTED], our Directors are authorized to capitalize an amount of [REDACTED] standing to the credit of the share premium account of our Company by applying such sum towards the paying up in full at par a total of [REDACTED] Shares for issue and allotment to holders of Shares whose names appear on the register of members of our Company on the date of passing such resolutions in proportion (as near as possible without involving fractions so that no fraction of a share shall be issued and allotted) to their then existing respective shareholding in our Company.

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CORPORATE STRUCTURE IMMEDIATELY AFTER THE COMPLETION OF THE [REDACTED] AND THE [REDACTED]

The following chart sets forth a simplified corporate structure(1) of our Group upon immediately after completion of the [REDACTED] and the [REDACTED] (without taking into account any Shares which may be issued pursuant to the exercise of the [REDACTED] or any options that may be granted under the Share Option Scheme):

[REDACTED] Investor

100%

Golden Stone Shinlight Limited(2) [REDACTED] (BVI) (BVI)

[REDACTED]% [REDACTED]% [REDACTED]%

Our Company (Cayman Islands)

100% 100% Silver Rock Shinsun International (BVI) (BVI)

100% 100%

Golden Stone HK Shinsun Hong Kong (Hong Kong) (Hong Kong) Offshore 100% Onshore Xiangshen Business Consulting (PRC)

0.3919% 99.6081%

Zhuji Zhuojie (PRC)

100%

Shinsun Property (PRC)

70% 100% 100% 100% 100% 80% 60% 70%

Taixing Shinsun Plaza Shinsun Shinsun Shinsun Shinsun Xinhe Shinsun Yijing Shanghai Jubo(7) Xiangrui(3) Trading Zhoushan(4) Hongjing(5) Haining(6) (PRC) (PRC) (PRC) (PRC) (PRC) (PRC) (PRC) (PRC)

100%

Shinsun Xiangrui (PRC)

Indirect Shareholding

– 159 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY, REORGANIZATION AND CORPORATE STRUCTURE

Notes:

(1) The above chart only includes shareholding information relating to our principal operating subsidiaries. For details relating to our principal subsidiaries, please refer to “— Our Corporate Development” in this section above.

PRC REGULATORY REQUIREMENTS

Our PRC Legal Advisors have confirmed that all the equity transfers and increases in registered capital in respect of the PRC companies in our Group as described above have obtained all necessary government approvals and permits and the government procedures involved are in accordance with the applicable PRC laws and regulations. Our PRC Legal Advisors have also confirmed that we have obtained all necessary approvals from relevant PRC regulatory authorities required for the implementation of the Reorganization.

The Rules on the Mergers and Acquisitions of Domestic Enterprises by Foreign Investors in the PRC

According to the M&A Rules, where a domestic company, enterprise or natural person intends to acquire its or his/her related domestic company in the name of an offshore company which it or he/she lawfully established or controls, the acquisition shall be subject to the examination and approval of the MOFCOM, and where a domestic company or natural person holds an equity interest in a domestic company through an offshore special purpose company by paying the acquisition price with equity interests, the overseas listing of that special purpose company shall be subject to approval by the CSRC.

Pursuant to the Measures for the Reporting of Foreign Investment Information (《外商投資信息報告辦法》) (the “Foreign Investment Information Measures”), since January 1, 2020, for foreign investors carrying out investment activities directly or indirectly in China, the foreign investors or foreign-invested enterprises shall submit investment information to the

– 160 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY, REORGANIZATION AND CORPORATE STRUCTURE commerce authorities pursuant to these measures. As advised by our PRC Legal Advisors, Zhuji Zhuojie has completed the required reporting procedure and obtained the new business license for the 1% capital contribution by Golden Stone HK (the “First Capital Increase”) according to the Foreign Investment Information Measures in April 2020.

Upon the completion of the First Capital Increase, Zhuji Zhuojie became a foreign- invested enterprise. For the subsequent capital injection of approximately RMB15.2 million into Zhuji Zhuojie by Xiangshen Business Consulting (the “Second Capital Increase”) and the acquisition of 38.8% equity interest in Zhuji Zhuojie by Xiangshen Business Consulting (the “Third Acquisition”), which happened after Zhuji Zhuojie was converted into a foreign- invested enterprise, was deemed as having caused changes in shareholders due to the acquisition of equity interests of a foreign-invested enterprise. As advised by our PRC Legal Advisors, the M&A Rules do not apply to equity transfers of an established foreign-invested enterprise by the domestic party to foreign parties and accordingly, the M&A Rules are not applicable to the Second Capital Increase and the Third Acquisition. Instead, the Second Capital Increase and the Third Acquisition shall comply with the Foreign Investment Information Measures. Zhuji Zhuojie has completed the required reporting procedure and the new business license in May 2020 respectively.

SAFE Registration in the PRC

Pursuant to the Circular on the Administration of Foreign Exchange Involved in the Investment and Financing and Round-trip Investment Conducted by PRC Residents via Special Purpose Vehicles 《(關於境內居民通過特殊目的公司境外投融資及返程投資外匯管理有關問題的通知》)(“SAFE Circular No. 37”) issued by SAFE on July 4, 2014 and Circular on Further Simplifying and Improving the Direct Investment-related Foreign Exchange Administration Policies (關於進一步簡化和改進直接投資外匯管理政策的通知)(“SAFE Circular No. 13”), where the PRC individual residents conduct investment in offshore special purpose vehicles with their legitimate onshore and offshore assets or equities, they must register with local SAFE branches with respect to their investments. SAFE Circular No. 37 also requires the PRC residents to file changes to their registration where their offshore special purpose vehicles undergo material events such as the change of basic information including PRC residence, name and operation period, as well as capital increase or decrease, share transfer or exchange, merger or division.

As advised by our PRC Legal Advisors, Mr. Chen has completed the registration on December 25, 2019 and April 21, 2020 as required by SAFE Circular No. 37 and SAFE Circular No. 13.

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