Zoina T-Park Group Holdings Limited 中南高科產業集團有限公司 (The “Company”) (Incorporated in the Cayman Islands with Limited Liability)

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The Stock Exchange of Hong Kong Limited and the Securities and Futures Commission take no responsibility for the contents of this Application Proof, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Application Proof.

Application Proof of Zoina T-Park Group Holdings Limited 中南高科產業集團有限公司 (the “Company”) (Incorporated in the Cayman Islands with limited liability)

WARNING

The publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and the Securities and Futures Commission (the “Commission”) solely for the purpose of providing information to the public in Hong Kong.

This Application Proof is in draft form. The information contained in it is incomplete and is subject to change which can be material. By viewing this document, you acknowledge, accept and agree with the Company, its joint sponsors, advisors or members of the underwriting syndicate that:

(a) this document is only for the purpose of providing information about the Company to the public in Hong Kong and not for any other purposes. No investment decision should be based on the information contained in this document;

(b) the publication of this document or supplemental, revised or replacement pages on the Stock Exchange’s website does not give rise to any obligation of the Company, its joint sponsors, advisors or members of the underwriting syndicate to proceed with an offering in Hong Kong or any other jurisdiction. There is no assurance that the Company will proceed with the offering;

(c) the contents of this document or supplemental, revised or replacement pages may or may not be replicated in full or in part in the actual final listing document;

(d) the Application Proof is not the final listing document and may be updated or revised by the Company from time to time in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

(e) this document does not constitute a prospectus, offering circular, notice, circular, brochure or advertisement offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities;

(f) this document must not be regarded as an inducement to subscribe for or purchase any securities, and no such inducement is intended;

(g) neither the Company nor any of its affiliates, its joint sponsors, advisors or members of its underwriting syndicate is offering, or is soliciting offers to buy, any securities in any jurisdiction through the publication of this document;

(h) no application for the securities mentioned in this document should be made by any person nor would such application be accepted;

(i) the Company has not and will not register the securities referred to in this document under the United States Securities Act of 1933, as amended, or any state securities laws of the United States;

(j) as there may be legal restrictions on the distribution of this document or dissemination of any information contained in this document, you agree to inform yourself about and observe any such restrictions applicable to you; and

(k) the application to which this document relates has not been approved for listing and the Stock Exchange and the Commission may accept, return or reject the application for the subject public offering and/or listing.

If an offer or an invitation is made to the public in Hong Kong in due course, prospective investors are reminded to make their investment decisions solely based on the Company’s prospectus registered with the Registrar of Companies in Hong Kong, copies of which will be distributed to the public during the offer period. 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. IMPORTANT

IMPORTANT: If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Zoina T-Park Group Holdings Limited 中南高科產業集團有限公司 (Incorporated in the Cayman Islands with limited liability) [REDACTED] Number of [REDACTED] under : [REDACTED] Shares (subject to the the [REDACTED] [REDACTED]) Number of [REDACTED] : [REDACTED] Shares (subject to [REDACTED]) Number of [REDACTED] : [REDACTED] Shares (subject to [REDACTED] and the [REDACTED]) Maximum [REDACTED] : HK$[REDACTED] per [REDACTED], plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of [REDACTED] (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : HK0.01 per Share [REDACTED] : [REDACTED]

Joint Sponsors

[REDACTED] and [REDACTED]

[REDACTED]

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. A copy of this document, having attached thereto the documents specified in “[Appendix VI—Documents Delivered to the Registrar of Companies and Available for Inspection—A. Documents delivered to the Registrar of Companies]” to this document, has been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this document or any other document referred to above. The [REDACTED] is expected to be fixed by agreement between the [[REDACTED]] (on behalf of the [REDACTED]) and the Company on the [REDACTED], which is expected to be on or around [REDACTED] and, in any event, not later than [REDACTED]. The [REDACTED] will be not more than HK$[REDACTED] per [REDACTED] and is currently expected to be not less than HK$[REDACTED] per [REDACTED] unless otherwise announced. If, for any reason, the [REDACTED] is not agreed by [REDACTED] between the [[REDACTED]] (on behalf of the [REDACTED]) and the Company, the [REDACTED] will not proceed and will lapse. The [REDACTED] have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States, or to or for the account or benefit of the U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. The [REDACTED] are being [REDACTED] and sold only outside the United States in offshore transactions in reliance on Regulation S. Applicants for [REDACTED] are required to pay, on application, the maximum [REDACTED] of HK$[REDACTED] for each [REDACTED] together with brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the [REDACTED] as finally determined is less than HK$[REDACTED]. The [[REDACTED]] (on behalf of the [REDACTED]), and with our consent, may, where considered appropriate, reduce the number of [REDACTED] and/or the indicative [REDACTED] range below that is stated in this document (which is HK$[REDACTED] to HK$[REDACTED]) at any time on or prior to the morning of the last day for lodging applications under the [REDACTED]. In such a case, notices of the reduction in the number of[REDACTED] and/or the indicative [REDACTED] range will be published in [the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese)] the website of our Company at https://www.zhongnangaoke.com and on the website of the Stock Exchange at www.hkexnews.hk not later than the morning of the day which is the last day for lodging applications under the [REDACTED]. Such notices will also be available on Further details are set forth in “Structure and Conditions of the [REDACTED]” and “How to Apply for [REDACTED]” in this document. If applications for [REDACTED] have been submitted prior to the day which is the last day for lodging applications under the [REDACTED], in the event that the number of [REDACTED] and/or the indicative [REDACTED] range is so reduced, such applications can subsequently be withdrawn. Prior to making an investment decision, prospective investors should consider all of the information set out in this document, including but not limited to the risk factors set out in “Risk Factors”. The obligations of the Hong Kong [REDACTED] under the Hong Kong [REDACTED]to[REDACTED] for, and to procure applicants for the [REDACTED] for, the [REDACTED], are subject to termination by the [[REDACTED]] (on behalf of the Hong Kong [REDACTED]) if certain grounds arise prior to 8:00 a.m. on the day that trading in the Shares commences on the Stock Exchange. Such grounds are set out in the section entitled “[REDACTED] Arrangements and Expenses—[REDACTED]Grounds for Termination” in this document. It is important that you refer to that section for further details.

[REDACTED] 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. EXPECTED TIMETABLE(1)

[REDACTED]

–i– 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. EXPECTED TIMETABLE(1)

[REDACTED]

–ii– 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. EXPECTED TIMETABLE(1)

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IMPORTANT NOTICE TO INVESTORS

This document is issued by Zoina T-Park Group Holdings Limited solely in connection with the [REDACTED] and does not constitute an offer to sell or a solicitation of an offer to buy any security other than the [REDACTED] by this document pursuant to the [REDACTED]. This document may not be used for the purpose of, and does not constitute, an offer or a solicitation of an offer to subscribe for or buy, any security in any other jurisdiction or in any other circumstances. No action has been taken to permit a public [REDACTED] of the [REDACTED] or the distribution of this document in any jurisdiction other than Hong Kong. The distribution of this document and the [REDACTED] and sale of the [REDACTED] in other jurisdictions are subject to restrictions and may not be made except as permitted under the applicable securities laws of such jurisdictions pursuant to registration with or authorization by the relevant securities regulatory authorities or an exemption therefrom.

You should rely only on the information contained in this document and the [REDACTED] to make your investment decision. We have not authorized anyone to provide you with information that is different from what is contained in this document. Any information or representation not made in this document must not be relied on by you as having been authorized by us, the Joint Sponsors, [[REDACTED] and [REDACTED]], any of the [REDACTED], any of our or their respective directors, officers or representatives, or any other person or party involved in the [REDACTED].

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EXPECTED TIMETABLE ...... i

CONTENTS ...... iv

SUMMARY ...... 1

DEFINITIONS ...... 13

GLOSSARY ...... 28

FORWARD-LOOKING STATEMENTS ...... 29

RISK FACTORS ...... 31

WAIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE LISTING RULES ...... 80

INFORMATION ABOUT THE DOCUMENT AND THE [REDACTED] ...... 83

DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED] ...... 87

CORPORATE INFORMATION ...... 92

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Page

INDUSTRY OVERVIEW ...... 95

REGULATORY OVERVIEW ...... 105

HISTORY, REORGANIZATION AND CORPORATE STRUCTURE ...... 129

BUSINESS ...... 149

RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS ...... 244

CONNECTED TRANSACTIONS ...... 254

DIRECTORS AND SENIOR MANAGEMENT ...... 258

SUBSTANTIAL SHAREHOLDERS ...... 273

SHARE CAPITAL ...... 275

FINANCIAL INFORMATION ...... 278

FUTURE PLANS AND USE OF [REDACTED] ...... 345

[REDACTED] ...... 347

STRUCTURE AND CONDITIONS OF THE [REDACTED] ...... 359

HOW TO APPLY FOR [REDACTED]...... 370

APPENDIX I – ACCOUNTANTS’ REPORT ...... I-1

APPENDIX II – UNAUDITED PRO FORMA FINANCIAL INFORMATION ..... II-1

APPENDIX III – PROPERTY VALUATION REPORT ...... III-1

APPENDIX IV – SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE CAYMAN ISLANDS COMPANY LAW ...... IV-1

APPENDIX V – STATUTORY AND GENERAL INFORMATION ...... V-1

APPENDIX VI – DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG AND AVAILABLE FOR INSPECTION ...... VI-1

–v– 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. SUMMARY

This summary aims to give you an overview of the information contained in this document. Since it is a summary, it does not contain all the information that may be important to you. You should read this document in its entirety before you decide to invest in the [REDACTED].

There are risks associated with any investment. Some of the particular risks in investing in the [REDACTED] are set out in “Risk Factors” in this document. You should read that section carefully before you decide to invest in the [REDACTED].

OVERVIEW

We are a leading industrial park developer and operator focusing on serving advanced manufacturing industries in the PRC. We provide comprehensive services ranging from industry research and planning, industrial park development, marketing and sales of industrial parks to comprehensive industrial park operational services. Deeply rooted in the Yangtze River Delta Region, we have successfully expanded into the Pearl River Delta Region and the Bohai Economic Rim, and extended our coverage to the provincial capitals and major cities with great growth potentials in the Central and Western regions in the PRC. As of February 28, 2021, we had a project portfolio of 70 industrial park projects in 45 cities consisting of approximately 2.8 million sq.m. of GFA completed, approximately 4.1 million sq.m. of planned GFA under development and approximately 4.0 million sq.m. of estimated GFA held for future development. In addition, as of February 28, 2021, we have entered into investment agreements for 25 undeveloped industrial park projects covering an aggregate estimated GFA of 4.2 million sq.m. for the first phase of such projects, with respect to which we were in the process of carrying out the necessary PRC regulatory procedure to acquire the land use rights certificates or enter into land grant contracts. As of the same date, we have entered into cooperation or acquisition agreements with our business partners to develop eight industrial park projects covering an aggregated estimated GFA of 1.3 million sq.m., with respect to which we were undergoing the land acquisition process. According to the JLL Report, we were ranked first in terms of city coverage and ranked second in terms of the total GFA among all manufacturing industrial park developers and operators in the PRC as of December 31, 2020. We were ranked third, second and second, respectively, in the Yangtze River Delta Region, the Pearl River Delta Region and the Bohai Economic Rim in terms of the total GFA of manufacturing industrial park as of the same date. As of December 31, 2020, the total number of companies in our industrial parks that had completed business registrations reached 1,879, ranking us the first among all manufacturing industrial park developers and operators in the PRC according to JLL.

We have extensive industry experience and thus have an in-depth understanding of the needs of local governments and enterprises settling in our industrial parks. By providing comprehensive services encompassing industry research and planning, industrial park development, marketing and sales of industrial parks and comprehensive industrial park operational services, we are able to satisfy various needs of local governments and enterprises in our industrial parks, resolve difficult issues they may encounter and create value for them. As a result, we have strong development capabilities. Our strong marketing and sales capabilities have laid a solid foundation for us to provide services along the value chain of industrial parks. Our ability to provide comprehensive services for industrial parks and our digital management system support sustainable growth for the enterprises settling in our industrial parks. With our strong industrial park development capabilities, we have also accumulated sizeable land bank in regions with great growth potentials. We believe all of these have contributed to our past success, and will continue to drive our future sustainable long-term growth.

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We have established a standardized procedure for the construction and operation of industrial parks, which ensures the consistency of our product and service quality as well as operational efficiency while reducing costs, and enables us to replicate our past success as we continue to expand our business operations. Our focus on manufacturing industry and our standardized operational model have led to our rapid growth during the Track Record Period. Our newly acquired industrial park projects grew from 12 in 2018 to 20 in 2019 and further to 30 in 2020. Our revenue increased significantly from RMB461.0 million in 2018 to RMB1,977.2 million in 2019, and further to RMB4,613.1 million in 2020, representing a CAGR of 216.3% from 2018 to 2020. Our gross profit increased significantly from RMB157.1 million in 2018 to RMB665.7 million in 2019, and further to RMB1,292.2 million in 2020, representing a CAGR of 186.8% from 2018 to 2020. According to the JLL Report, the annual growth rate of our revenue in 2020 ranked first among all listed manufacturing industrial park developers and operators in the PRC, and was much higher than the second-ranked peer.

OUR BUSINESS

During the Track Record Period, we derived our revenue predominantly from development and sales of properties, all of which are industrial parks, and, to a less extent, from other businesses, including provision of comprehensive industrial park operational services, provision of construction services and property leasing. The following table sets forth a breakdown of our revenue by business line for the years indicated, both in absolute amount and as a percentage of total revenue. Year ended December 31, 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Development and sales of properties . 457,924 99.3 1,944,479 98.4 4,582,891 99.3 Comprehensive industrial park operational services ...... 3,026 0.7 6,701 0.3 26,254 0.6 Construction services ...... – – 25,633 1.3 3,812 0.1 Property leasing .... – – 412 0.0 107 0.0

Total ...... 460,950 100.0 1,977,225 100.0 4,613,064 100.0

We incurred the vast majority of our cost of sales in our industrial park development and sales business. Our cost of sales incurred in development and sales of properties primarily represents construction costs, land acquisition costs and capitalized interest costs. During the Track Record Period, we financed our operations primarily through capital contribution from shareholders, internally generated cash flow from the progress payments for customized

–2– 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. SUMMARY development contracts and proceeds from the pre-sale, as well as external financings, such as bank and other borrowings. The following table sets forth the components of our cost of sales by business line for the periods indicated, both in absolute amount and as a percentage of total cost of sales: Year ended December 31, 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Cost of sales for Development and sales of properties ...... 301,004 99.1 1,295,304 98.8 3,294,718 99.2 Comprehensive industrial park operational services 2,853 0.9 6,219 0.5 24,021 0.7 Construction services ..... – – 9,778 0.7 2,059 0.1 Property leasing ...... – – 191 0.0 52 0.0

Total ...... 303,857 100.0 1,311,492 100.0 3,320,850 100.0

The following table sets forth a breakdown of our cost of sales for property development and sales by type of costs during the years indicated, both in absolute amount and as a percentage of total cost of sales for property development and sales. Year ended December 31, 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Construction costs ...... 234,012 77.7 1,045,249 80.7 2,627,656 79.8 Land acquisition costs .... 59,185 19.7 211,527 16.3 541,046 16.4 Capitalized interests ...... 7,807 2.6 38,528 3.0 126,016 3.8

Total ...... 301,004 100.0 1,295,304 100.0 3,294,718 100.0

The following table sets forth certain other data on cost of sales during the years indicated. Year ended December 31, 2018 2019 2020

Total GFA delivered (sq.m) ...... 154,058 614,831 1,440,538 Recognized ASP per sq.m. (RMB) ...... 2,972 3,163 3,181 Average cost per sq.m. recognized (RMB)(1) ...... 1,954 2,106 2,287 Average cost as a percentage of recognized ASP (%) ...... 65.7% 66.7% 71.9% Average land acquisition cost per sq.m. recognized (RMB)(2) ...... 384 344 376 Average land acquisition cost as a percentage of recognized ASP (%) .... 12.9% 10.9% 11.8%

(1) Refers to the average cost of our property development and sales and is derived by dividing the sum of construction costs, land acquisition costs and capitalized interest costs by the total GFA delivered in that year.

(2) Refers to the average land acquisition costs of our property development and sales and is derived by dividing the land acquisition costs for a year by the total GFA delivered in that year.

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Property Development Projects

The following table sets forth a breakdown of our projects and total land bank by geographical location as of February 28, 2021. Under Future Completed Development Development Total Land GFA for Bank Number of GFA Available Property Estimated Attributable to % of Total Projects for Sale(1) Investment(2) Planned GFA(3) GFA(4) our Group(5), (6) Land Bank (sq.m.) (sq.m.) (sq.m.) (sq.m.) (sq.m.)

Property projects developed by our subsidiaries Shanghai Municipality ...... 1–––––– Jiangsu Province ...... 15 114,828 29,439 865,680 518,172 1,528,119 17.5% Zhejiang Province ...... 8 41,416 – 394,721 250,622 686,758 7.8% Anhui Province ...... 3 66,748 – – – 66,748 0.7% Guangdong Province ...... 10 167,125 – 976,415 582,104 1,725,643 19.7% Hebei Province ...... 8 59,597 – 228,709 736,479 1,024,786 11.7% Henan Province ...... 3–––351,826 351,826 4.0% Shandong Province ...... 8 35,909 32,376 673,531 288,350 1,030,166 11.8% Hubei Province ...... 1 – – 96,847 161,388 258,235 3.0% Hunan Province ...... 2 – – 389,963 149,928 539,891 6.2% Jiangxi Province ...... 1–––206,965 206,965 2.4% Chongqing Municipality ..... 2 – – 145,551 112,013 257,565 2.9% Sichuan Province ...... 1 50,732 – – 93,212 143,945 1.6% Fujian Province ...... 2 4,022 – 81,177 40,910 126,109 1.5% Liaoning Province ...... 3 10,827 – 84,447 116,415 211,689 2.4% Shanxi Province ...... 1–––150,531 150,531 1.7% Shaanxi Province ...... 2 – – 141,993 126,119 268,112 3.1%

Sub-total ...... 71 551,204 61,815 4,079,034 3,885,033 8,577,086 98.0%

Property projects developed by our associate Hubei Province...... 1–––171,455 171,455 2.0%

Attributable Sub-total ...... 1–––171,455 171,455 2.0%

Total Land Bank ...... 72 551,204 61,815 4,079,034 4,056,489 8,748,542 100.0%

By region: The Yangtze River Delta Region . 27 222,991 29,439 1,260,401 768,793 2,281,625 26.1% The Pearl River Delta Region . . . 10 167,125 – 976,415 582,104 1,725,643 19.7% The Bohai Economic Rim ..... 19 106,333 32,376 986,687 1,141,244 2,266,640 25.9% Other regions...... 16 54,755 – 855,531 1,564,348 2,474,633 28.3%

Total Land Bank ...... 72 551,204 61,815 4,079,034 4,056,489 8,748,542 100.0%

(1) Includes (i) GFA pre-sold but yet to be delivered; and (ii) GFA unsold and available for sale. (2) Refers to GFA available for rent. (3) Refers to total planned GFA under development as set out in the relevant construction work planning permits, or other documentation such as government endorsed area measurement reports. (4) Refers to (i) GFA for which we have signed a land grant contract but have not obtained the relevant land use rights certificates; and (ii) GFA for which we have obtained the land use rights certificates but have not obtained the requisite construction work commencement permits. (5) Total land bank equals the sum of (i) total GFA for completed properties, comprising GFA available for sale and GFA for property investment; (ii) total planned GFA for properties under development; and (iii) total estimated GFA for properties held for future development. (6) For projects held by our joint ventures or our associates, total GFA has been adjusted by our equity interest in the respective project. (7) The 72 property projects include one residential project in Shandong Province and one residential and commercial project in Hubei Province.

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Our Suppliers and Customers

Our suppliers primarily include construction contractors. In 2018, 2019 and 2020, purchases from our five largest suppliers amounted to RMB239.2 million, RMB568.8 million and RMB1,272.5 million, respectively, accounting for 49.6%, 28.3% and 33.0%, respectively, of our total purchases. In 2018, 2019 and 2020, purchases from our single largest supplier amounted to RMB65.3 million, RMB159.3 million and RMB705.7 million, respectively, accounting for 13.5%, 7.9% and 18.3% of our total purchases, respectively. Save for Zhongnan Holding Group Co., Ltd., all of our five largest suppliers during the Track Record Period were Independent Third Parties. Our customers are primarily corporate entities that purchased our plants. In 2018, 2019 and 2020, revenue from our five largest customers amounted to RMB73.6 million, RMB109.4 million and RMB139.4 million, respectively, accounting for 16.0%, 5.5% and 3.0%, respectively, of our total revenue. In 2018, 2019 and 2020, revenue from our single largest customer amounted to RMB22.7 million, RMB23.5 million and RMB31.6 million, respectively, accounting for 4.9%, 1.2% and 0.7% of our total revenue, respectively. All of our five largest customers in 2018, 2019 and 2020 are Independent Third Parties. See “Business—Suppliers and Customers“ for more details.

COMPETITIVE STRENGTHS

We believe the following competitive strengths have contributed and will continue to contribute to our continued success: (i) A leading industrial park developer and operator focusing on serving advanced manufacturing industries; (ii) Strong development capabilities underpinned by in-depth understanding of needs of local governments and enterprises in industrial parks that we develop and operate; (iii) Strong marketing and sales capabilities; (iv) Integrated industry service capabilities and digital management system that supports sustainable growth of enterprises in our industrial parks; (v) Sizeable land bank strategically located in regions with great growth potentials; and (vi) Visionary and experienced management team and large talent pool boosting our success.

BUSINESS STRATEGIES

Our goal is to strengthen the status of one of leading manufacturing industrial park developers and operators in the industry, and our vision is to build a platform that serves manufacturing industry in the PRC. To achieve this goal and vision, we have formulated the following development strategies: (i) Strengthen the brand of “zonia high tech” by penetrating into core areas of regions where we have presence and expanding nationally through organic growth; (ii) Continue to improve our marketing and sales capabilities; (iii) Continue to enhance our comprehensive industrial park service capabilities to generate stable recurring revenue streams; and (iv) Leverage strong marketing and sales capabilities to steadily promote asset light business model.

SUMMARY KEY FINANCIAL INFORMATION

The summary historical data of financial information set forth below have been derived from, and should be read in conjunction with, our audited combined financial statements, including the accompanying notes, set forth in the Accountants’ Report attached as Appendix I to this document, as well as the information set forth in “Financial Information.” Our financial information was prepared in accordance with IFRS.

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Summary Combined Statement of Profit or Loss and Other Comprehensive Income Year ended December 31, 2018 2019 2020 (RMB’000)

Revenue ...... 460,950 1,977,225 4,613,064 Cost of sales ...... (303,857) (1,311,492) (3,320,850) Gross profit ...... 157,093 665,733 1,292,214 Fair value gains on investment properties ...... 25,720 6,600 33,039 Profit before tax ...... 14,179 331,911 546,133 Profit for the year...... (9,257) 175,592 293,402 Attributable to: Owneroftheparent...... (2,800) 94,450 155,898 Non-controlling interests ...... (6,457) 81,142 137,504

We experienced rapid growth during the Track Record Period. We recorded revenue of RMB461.0 million, RMB1,977.2 million, and RMB4,613.1 million, respectively, in 2018, 2019 and 2020. For the same years, we recorded gross profit margin of 34.1%, 33.7% and 28.0%, respectively. During the Track Record Period, changes in our financial performance were primarily attributable to the development and sales of our properties. The general increases in our revenue during the Track Record Period were primarily driven by increases in the number of our projects and total GFA delivered. The decrease in our gross profit margin in 2020 was mainly driven the delivery of certain projects with relatively low gross profit margins due to their locations. We recorded a net loss for the year of RMB9.3 million in 2018 because we incurred significant expenditures at the early stage of project development and our total GFA delivered in 2018 was relatively low. We recorded net profit for the year of RMB175.6 million and RMB293.4 million, respectively, in 2019 and 2020.

See “Financial Information—Description of Certain Combined Statement of Profit or Loss and Other Comprehensive Income.”

Selected Combined Statements of Financial Position As of December 31, 2018 2019 2020 (RMB’000)

Total non-current assets ...... 171,308 349,226 756,220 Total current assets ...... 1,977,416 5,076,508 10,639,150 Total current liabilities...... 1,929,356 4,561,110 8,131,348 Net current assets ...... 48,060 515,398 2,507,802 Total non-current liabilities ...... 89,011 518,248 1,745,770 Non-controlling interests ...... 91,389 212,958 779,241 Total equity ...... 130,357 346,376 1,518,252

–6– 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. SUMMARY

During the Track Record Period, we had met our working capital needs mainly from cash flow from operations, capital injection from shareholders, and bank and other borrowings. Our net current assets, amounting to RMB48.1 million, RMB515.4 million and RMB2,507.8 million as of December 31, 2018, 2019 and 2020, respectively, generally increased during the Track Record Period primarily due to the increases in properties under development as a result of our continued expansion of our property development business, partially offset by the increases in our contract liabilities, which are consistent with our business expansion. See “Financial Information—Liquidity and Capital Resources—Net Current Assets.”

Summary Combined Statements of Cash Flows Years Ended December 31, 2018 2019 2020 (RMB’000)

Net cash flows (used in)/from operating activities ...... (70,860) 112,108 649,905 Net cash flows used in investing activities ...... (66,256) (744,967) (2,025,432) Net cash flows from financing activities 105,993 815,275 2,140,063

Net (decrease)/increase in cash and cash equivalents ...... (31,123) 182,416 764,536 Cash and cash equivalents at the beginning of the year ...... 45,292 14,169 196,585

Cash and cash equivalents at the end of the year ...... 14,169 196,585 961,121

Our cash flows and results of operations were subject to timing of property development, selling prices and the GFA sold during the relevant years. See “Financial Information—Key Factors Affecting Our Results of Operations—Timing of Property Development, Pre-sales and Delivery.” We had negative cash flow from operating activities in 2018 primarily as a result of significant net cash used in our operations due to the expansion of our property development activities. See “Risk Factors—We had negative net operating cash flow in 2018” for more discussion. We improved our operating cash flow positions in 2019 and 2020, and recorded positive cash inflow from operating activities of RMB112.1 million and RMB649.9 million, respectively. See “Financial Information—Liquidity and Capital Resources—Cash Flow Analysis.”

–7– 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. SUMMARY

Key Financial Ratios December 31, 2018 2019 2020

Current ratio (times)(1) ...... 1.0 1.1 1.3 Interest coverage ratio (times)(2) ...... 0.5 4.5 2.5 Net gearing ratio (times)(3) ...... 1.0 1.7 0.6 Return on total assets (%) (4) ...... N/A 4.6 3.5 Return on equity (%) (5) ...... N/A 109.6 35.7

(1) Current ratio is calculated by dividing the total current assets by our total current liabilities as of the respective dates.

(2) Interest coverage ratio is calculated as profit for the year before income tax expenses plus finance costs, divided by the sum of (i) interest on bank and other borrowings, (ii) interest on lease liabilities, (iii) interest expense arising from revenue contracts and (iv) capitalized interests for the respective year.

(3) Net gearing ratio is calculated by dividing the total borrowings less cash and bank balances by total equity. Total borrowings consist of interest-bearing bank and other borrowings as of the respective dates.

(4) Return on total assets ratio is calculated by dividing our profit for the year by the average total assets of the year and then multiplied by 100%.

(5) Return on equity ratio is calculated by dividing our profit for the year attributable to the owners of the parent by the average total equity attributable to the owners of the parent and then multiplied by 100%.

See “Financial Information—Summary of Key Financial Ratios.”

CONTROLLING SHAREHOLDERS

Immediately following the completion of [REDACTED] and the [REDACTED], without taking into account any Shares which may be issued pursuant to the exercise of the [REDACTED], Mr. Chen will, through ChenJs Holdings, ChenJins Holdings and ChenJshi Holdings, hold approximately [REDACTED] of the issued share capital of our Company. Accordingly, Mr. Chen, ChenJs Holdings, ChenJins Holdings and ChenJshi Holdings will constitute a group of our Controlling Shareholders upon [REDACTED].

PRE-[REDACTED] INVESTMENT

Symet Resources made an investment in our Company for a cash consideration of approximately RMB1.55 million, which was based on an independent valuation after arm’s length negotiations among the parties and was settled on April 16, 2021. The total cost of investment of Top Alpha Investments Limited (“Top Alpha”) under the Pre-[REDACTED] Investment represents a discount of approximately [REDACTED]tothe[REDACTED] per Share (based on the mid-point of the indicative [REDACTED] range of HK$[REDACTED] per Share). Immediately following the completion of the [REDACTED] and the [REDACTED] (without taking into account any Shares which may be issued pursuant to the exercise of the [REDACTED]), Top Alpha will be interested in [REDACTED] of the issued share capital of our Company. The Shares held by Top Alpha will be subject to [REDACTED] for a period from April 16, 2021, being the date of the capital injection, to the date falling six months following the [REDACTED]. See “History, Reorganization and Corporate Structure—Pre-[REDACTED] Investment.”

–8– 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. SUMMARY

CONTINUING CONNECTED TRANSACTIONS

The following will constitute continuing connected transactions for our Company under the Listing Rules after [REDACTED]. We have applied for and the Stock Exchange [has granted] us waiver from strict compliance with certain requirements under Chapter 14A of the Listing Rules. Proposed annual cap for the Nature of year ending December 31, Transaction Waiver sought 2021 2022 2023

Trademark licensing N/A Nil Nil Nil

Construction services Waiver from announcement, RMB2,673.5 RMB4,435.9 RMB5,961.2 circular and independent million million million shareholders’ approval requirement

Our Directors are of the view that given the fees for the above connected transactions will be determined after arm’s length negotiations and on normal commercial terms, they are not expected to affect our operational independence as a whole. See “Connected Transactions” in this document for further information.

PROPERTY VALUATION

JLL, an independent property valuer, has valued our property interests as of February 28, 2021 and is of the opinion that the total market value of the property in which we had an interest as of such date was RMB8,913.2 million and the attributable market value to us was RMB8,648.2 million. The full text of the letter and summary disclosure of property valuation with regard to our property interests are set out in “Appendix III—Property Valuation Report” to this document. See “Risk Factors—Risks Relating to Our Business and Industry—The appraised value of our properties may be different from their actual realizable value and are subject to change” for discussions on the risks associated with assumptions made in the valuation of our properties.

[REDACTED] STATISTICS

The statistics in the following table are based on the assumptions that: (i) the [REDACTED] is completed and [REDACTED] Shares are issued and sold in the [REDACTED]; and (ii) the [REDACTED] is not exercised. Based on an Based on an [REDACTED] of [REDACTED] of HK$[REDACTED] HK$[REDACTED] per per [REDACTED] [REDACTED]

Market [REDACTED] of our Shares ...... HK$[REDACTED] HK$[REDACTED] Unaudited pro forma adjusted combined net tangible asset value attributable to owners of our Company per Share(1) ...... HK$[REDACTED] HK$[REDACTED]

Note: (1) The unaudited pro forma adjusted net tangible asset value per Share is calculated after making the adjustments referred to in “Appendix II—Unaudited Pro Forma Financial Information.”

–9– 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. SUMMARY

DIVIDEND POLICY

Our Company did not declare or pay dividends during the Track Record Period. Declaration and payment of dividends, if any, will be at the sole discretion of our Directors and will also depend on various factors that our Directors deem relevant, such as our results of operations, working capital, financial position, future prospects and capital requirements. Any declaration and payment, as well as the amount of dividends, will be subject to relevant laws and regulations. We currently do not have any dividend policy or any pre-determined dividend ratio.

USE OF [REDACTED]

We estimate that we will receive net proceeds of approximately HK$[REDACTED] million from the [REDACTED], after deducting the [REDACTED] and other estimated expenses payable by us in connection with the [REDACTED], assuming that the [REDACTED] is not exercised, and assuming an [REDACTED]ofHK$[REDACTED] per Share (being the mid-point of the indicative [REDACTED] range set forth on the cover page of this document). We intend to use such net proceeds from the [REDACTED] for the following purposes and in the following amounts: (i) approximately [REDACTED], or approximately HK$[REDACTED] million, will be used for project development; (ii) approximately [REDACTED], or approximately HK$[REDACTED] million, will be used to for industrial park marketing and sales team development; (iii) approximately [REDACTED], or approximately HK$[REDACTED] million, will be used to finance the operation of our industrial parks; and (iv) approximately [REDACTED], or approximately HK$[REDACTED] million, will be used for general business operations and working capital. See “Future Plans and Use of [REDACTED].”

RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE

Our business remained stable after the Track Record Period and up to the Latest Practicable Date. We continued to expand our business of industrial park development and operation by obtaining land parcels and carrying out acquisition plans to acquire land use rights. During the period from December 31, 2020 and up to March 31, 2021, we had secured ten land parcels through public tender, auction or listing-for-sale process, for which we had entered into land grant contracts with the relevant government authorities, and three land parcels through acquisition of equity interests in companies with land use rights, with a total site area of approximately 1.1 million sq.m., spanning over 12 cities, for an aggregate consideration of approximately RMB832.0 million. The average land acquisition cost of these 13 parcels of land was RMB782.3 per sq.m., calculated by dividing the total consideration paid for these land parcels by the total site area as indicated in relevant land grant contracts, which is typically smaller than the GFA to be delivered after development. As of March 31, 2021, we had not obtained the land use rights certificates for all of these land parcels. See note 41 to the Accountants’ Report in the Appendix I to this document for further details on the asset acquisitions we made after the Track Record Period.

We also look for diversified financing resources to support our business growth. Since December 31, 2020 and up to March 31, 2021, we undertook 15 borrowings of a total principal amount of RMB700.3 million. The interest rates of these loan agreements range from 4.8% to 8.0% per annum. The term of such loans ranges from about six months to five years.

Save for the above, our Directors confirmed that, since December 31, 2020, the latest date of our combined financial statements and as of the date of this document, there has been no material adverse change in our financial or trading position, indebtedness, mortgage, contingent liabilities, guarantees or prospects.

–10– 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. SUMMARY

COVID-19 PANDEMIC

An outbreak of respiratory illness caused by a novel coronavirus, namely COVID-19, was first reported in late 2019 and continues to spread across the PRC and globally. In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic. To contain the COVID-19 pandemic, the PRC government has imposed strict measures across the PRC since late January 2020, including lock-down measures across various cities in the PRC, the extended shutdown of business operations, and mandatory quarantine requirements on infected individuals and anyone deemed potentially infected. In addition, the PRC government and its local counterparts have also adopted various incentive policies to boost the economy, such as cutting taxes, increasing government investment and increasing the amount of currency issued. The combination of fiscal and monetary incentives could ease the negative impact of the COVID-19 pandemic.

Even though we experienced delayed delivery for the second phase of Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) as a result of COVID-19 pandemic, which we have obtained consents from or entered into separate agreements with our customers so we believe the risk of future consumer complaints is low, all of our property projects had fully resumed normal construction and operation by the end of May 2020 and have not experienced any material disruptions due to COVID-19 since then. As such, we do not expect the COVID-19 pandemic to have a material adverse impact on our business and results of operations. As of the Latest Practicable Date, (i) all of our property projects had resumed normal operations; (ii) our contractors continued to carry out their obligations under the relevant contracts pursuant to the contract terms; (iii) we did not experience any significant shortage of construction materials or labors that materially interrupted the construction or sales of our properties; and (iv) in the event we experience any delays in the completion of construction or the delivery of our projects, we would not be subject to penalties from local governments or damages from property purchasers within a reasonable period affected by the COVID-19 pandemic if we notify the purchasers in a timely manner, pursuant to force majeure provisions under property purchase contracts between purchasers and us, as well as the relevant provincial or municipal guiding opinions related to the COVID-19 pandemic. As of the Latest Practicable Date, to our best knowledge, there had not been any termination of sales contracts by our customers outside the ordinary course of business due to the COVID-19 pandemic. See “Business—Effects of the COVID-19 Pandemic” of this document.

As the COVID-19 pandemic continues to spread globally, China’s economy may, as a result, be adversely affected though the COVID-19 pandemic has been effectively controlled in China. See “Risk Factors—Risks Relating to Our Business and Industry—Risks relating to natural disasters, pandemics, epidemics, acts of terrorism or war in the PRC and globally may materially and adversely affect our business.”

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[REDACTED] EXPENSES

The total amount of [REDACTED] expenses that will be borne by us in connection with the [REDACTED], including [REDACTED], is estimated to be [REDACTED] million (based on the midpoint of the indicative [REDACTED] range of HK$[REDACTED] per Share and assuming no [REDACTED] will be exercised), representing approximately [REDACTED]ofthe gross [REDACTED] from the [REDACTED], of which (i) [REDACTED] million were charged to our combined statement of profit or loss and other comprehensive income for the year ended December 31, 2020; (ii) approximately [REDACTED] million is expected to be charged to our combined statement of profit or loss and other comprehensive income subsequent to the end of the Track Record Period and upon completion of the [REDACTED]; and (iii) approximately [REDACTED] million is expected to be accounted for as a deduction from equity upon the [REDACTED]. The professional fees and/or other expenses related to the preparation of the [REDACTED] are currently in estimates for reference only and the actual amount to be recognized is subject to adjustment based on audit and the then changes in variables and assumptions. Our Directors do not expect such [REDACTED] to have a material adverse impact on our financial performance for the year ending December 31, 2021.

RISK FACTORS

Our operations involve certain risks, some of which are beyond our control. These risks can be broadly categorized into: (i) risks relating to our business and industry; (ii) risks relating to doing business in China; and (iii) risks relating to the [REDACTED]. Some of the risks generally associated with our business and industry include the following: (i) our business is subject to extensive governmental regulation and, in particular, we are susceptible to policy changes in the PRC property sector; (ii) our business model on industrial park development requires significant upfront capital expenditures and may involve longer periods to generate net cash inflows; (iii) we may not be as successful in replicating our business model as before when we expand into new cities and develop industrial parks for new industries; (iv) we may not always be able to obtain land reserves that are suitable for development; and (iv)the Yangtze River Delta Region is the principal market of our business and any adverse change in the economic environment of the Yangtze River Delta Region may adversely affect us.

These risks are not the only significant risks that may affect the value of our Shares. You should carefully consider all of the information set forth in this document and, in particular, should evaluate the specific risks set forth in the section headed “Risk Factors” to decide whether to invest in our Shares.

–12– 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. DEFINITIONS

In this document, unless the context otherwise requires, the following words and expressions have the following meanings. Certain technical terms are explained in “Glossary” in this document.

“Accountants’ Report” the accountants’ report from the Reporting Accountants, the text of which is set out in Appendix I to this document

[REDACTED]

“Articles of Association” or the amended and restated articles of association of our “Articles” Company conditionally adopted on [●], 2021 which will come into effect upon [REDACTED], a summary of which is set out in Appendix IV to this document, as amended from time to time

“associate(s)” has the meaning ascribed to it under the Listing Rules

“Board” or “Board of Directors” the board of Directors

“business day” any day (other than a Saturday, Sunday or public holiday) on which banks in Hong Kong are generally open for business

“Beijing Henghong” Beijing Henghong Enterprise Management Co., Ltd. (北京恒弘企業管理有限公司), a wholly-foreign-owned enterprise established in the PRC with limited liability on March 17, 2021 and an indirect wholly-owned subsidiary of our Company

“Bohai Economic Rim” a geographical region in China covering Beijing Municipality, Tianjin Municipality, Hebei Province, Liaoning Province and Shandong Province

“BVI” the British Virgin Islands

[REDACTED]

“Cayman Islands Companies the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated Act” or “Companies Act” and revised) of the Cayman Islands

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[REDACTED]

–14– 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. DEFINITIONS

“Changzhou Jinlin” Changzhou Jinlin Technology Industrial Park Management Co., Ltd. (常州錦麟科技產業園管理有限公司), a company established in the PRC with limited liability on April 4, 2018 and an indirect non-wholly owned subsidiary of our Company which is directly owned as to approximately 95.09% by Nantong Zoina, an indirect wholly-owned subsidiary of our Company, 3.27% by Yangzhou Hangshi Information Consulting Center (Limited Partnership) (揚州航石信息諮詢中心（有限合夥）)(“Yangzhou Hangshi”), and 1.64% by Shanghai Yaoben Information Consulting Center (Limited Partnership) (上海耀本信息諮詢中心（有限合夥）) (“Shanghai Yaoben”), and both Yangzhou Hangshi and Shanghai Yaoben were established pursuant to our co-investment scheme as the nominee for our employees

“ChenJins Holdings” ChenJins Holdings Limited, a company incorporated in the BVI with limited liability on December 15, 2020 and wholly owned by ChenJs Holdings, which is in turn wholly owned by Mr. Chen and is one of our Controlling Shareholders

“ChenJs Holdings” ChenJs Holdings Limited, a company incorporated in the BVI with limited liability on December 7, 2020 which is wholly owned by Mr. Chen and is one of our Controlling Shareholders

“ChenJshi Holdings” ChenJshi Holdings Limited, a company incorporated in the BVI with limited liability on December 7, 2020 which is wholly owned by Mr. Chen and is one of our Controlling Shareholders

“China” or “PRC” the People’s Republic of China, but for the purpose of this document and for geographical reference only and except where the context requires, excluding Taiwan, the Macau Special Administrative Region and Hong Kong

“China Industrial Securities” China Industrial Securities, which is a licensed corporation under the SFO for type 1 (dealing in securities) and type 6 (advising on corporate finance) of the regulated activities as defined under the SFO

“Circular 37” Notice of the SAFE on Issues Concerning Foreign Exchange Administration of the Overseas Investment and Financing and the Round-Tripping Investment Made by Domestic Residents through Special-Purpose Companies《國家外匯 ( 管理局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》)

–15– 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. DEFINITIONS

“close associate(s)” has the meaning ascribed to it under the Listing Rules

“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Companies (Winding Up and the Companies (Winding Up and Miscellaneous Provisions) Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as Ordinance” amended, supplemented or otherwise modified from time to time

“Company” or “our Company” Zoina T-Park Group Holdings Limited (中南高科產業集團有限公司), an exempted company incorporated in the Cayman Islands with limited liability on January 12, 2021

“Company Law” or “PRC the Company Law of the PRC《中華人民共和國公司法》 ( ), as Company Law” amended, supplemented and otherwise modified from time to time

“connected person(s)” has the meaning ascribed to it under the Listing Rules

“Controlling Shareholder(s)” has the meaning ascribed to it under the Listing Rules and, unless the context otherwise requires otherwise, refers to Mr. Chen, ChenJs Holdings, ChenJins Holdings and ChenJshi Holdings

“core connected person(s)” has the meaning ascribed to it under the Listing Rules

“COVID-19” a viral respiratory disease caused by the severe acute respiratory syndrome coronavirus 2

“CSRC” the China Securities Regulatory Commission (中國證券監督管理委員會), a regulatory body responsible for the supervision and regulation of the Chinese national securities markets

“Deed of Indemnity” the deed of indemnity dated [●] and executed by our Controlling Shareholders in favor of our Company (for ourselves and as trustee for our subsidiaries), details of which are set out in “Statutory and General Information—D. Other information—1. Tax and other indemnities” in Appendix V to this document

–16– 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. DEFINITIONS

“Deed of Non-competition” the deed of non-competition dated [●] and executed by our Controlling Shareholders in favor of our Company, details of which are set out in “Relationship with Our Controlling Shareholders—Deed of Non-competition” in this document

“Deqing Zoina” Deqing Zoina High-tech Development Co., Ltd. (德清中南高科開發有限公司), a company established in the PRC with limited liability on April 16, 2018 and an indirect non-wholly owned subsidiary of our Company which is directly owned as to approximately 98.67% by Nantong Zoina, an indirect wholly-owned subsidiary of our Company, 0.76% by Shanghai Yaoben and 0.57% by Hangzhou Hangshi Business Consulting Partnership (Limited Partnership) (杭州航石商務諮詢合夥企業（有限合夥）)("Hangzhou Hangshi”), being established pursuant to our co-investment scheme as the nominee for our employees

“Director(s)” or “our Directors” the director(s) of our Company

“EIT” the PRC enterprise income tax

“EIT Law” the Enterprise Income Tax Law of the PRC《中華人民共和國 ( 企業所得稅法》), as amended, supplemented or otherwise modified from time to time

“Extreme Conditions” extreme conditions caused by a super typhoon as announced by the Government of Hong Kong

“Fortune More” Fortune More Holdings Limited, a company incorporated in the BVI with limited liability on February 2, 2021 and a direct wholly-owned subsidiary of our Company upon completion of the Reorganization and the Pre-[REDACTED] Investment

“Foshan Shunde Jinrong” Foshan Shunde Jinrong Real Estate Co., Ltd. (佛山市順德錦榮置業有限公司), a company established in the PRC with limited liability on September 27, 2017 and an indirect wholly-owned subsidiary of our Company

[REDACTED]

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“Group”, “our Group”, “our”, our Company and our subsidiaries or, where the context so “we” or “us” requires, in respect of the period before our Company became the holding company of our present subsidiaries, the business operated by such subsidiaries or their predecessors (as the case may be)

“Hangzhou Zoina” Hangzhou Zoina High-tech Industrial Park Management Co., Ltd. (杭州中南高科產業園管理有限公司), a company established in the PRC with limited liability on June 23, 2016 and an indirect wholly-owned subsidiary of our Company

“Hefei Zoina” Hefei Zoina High-tech Industrial Park Operation Management Co., Ltd. (合肥中南高科產業園運營管理有限公司), a company established in the PRC with limited liability on May 14, 2018 and an indirect non-wholly owned subsidiary of our Company which is directly owned as to approximately 95.45% by Nantong Zoina, an indirect wholly-owned subsidiary of our Company, 2.73% by Shanghai Yaoben and 1.82% by Hefei Hangshi Enterprise Management Consulting Partnership (Limited Partnership) (合肥航石企業管理諮詢合夥企業（有限合夥）), being established pursuant to our co-investment scheme as the nominee for our employees

[REDACTED]

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

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

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[REDACTED]

“Huizhou Jinshi” Huizhou Jinshi Real Estate Co., Ltd. (惠州市錦實置業有限公司), a company established in the PRC with limited liability on May 23, 2019 and an indirect non-wholly owned subsidiary of our Company which is directly owned as to approximately 97.12% by Zoina Goldstone, 1.92% by Jiangmen Jinhang Investment Consulting Service Center (Limited Partnership) (江門市錦航投資諮詢服務中心（有限合夥）), being established pursuant to our co-investment scheme as the nominee for our employees, and 0.96% by Shanghai Yaoben

“ICBC International Securities” ICBC International Securities Limited, which is a licensed corporation under the SFO for type 1 (dealing in securities), and type 4 (advising on securities) of the regulated activities as defined under the SFO

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“ICBC International Capital” ICBC International Capital Limited, which is a licensed corporation under the SFO for type 1 (dealing in securities) type 4 (advising on securities), and type 6 (advising on corporate finance) of the regulated activities as defined under the SFO

“IFRS” International Financial Reporting Standards

“Independent Third Party(ies)” an individual(s) or a company(ies) who or which to the best of our Directors’ knowledge, information and belief, having made all reasonable enquiries, is/are not connected with our Company or our connected persons as defined under the Listing Rules

[REDACTED]

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“Jiangsu Hengrun” Jiangsu Hengrun Enterprise Management Co., Ltd. (江蘇恒潤企業管理有限公司), a company established in the PRC with limited liability on December 17, 2020 and an indirect wholly-owned subsidiary of our Company

“Ji’nan Zoina” Ji’nan Zoina Real Estate Co., Ltd. (濟南中南置業有限公司), a company established in the PRC with limited liability on June 1, 2017 and an indirect wholly-owned subsidiary of our Company

“JLL” Jones Lang LaSalle Corporate Appraisal and Advisory Limited, our independent property valuer and independent industry consultant

[REDACTED]

“Joint Sponsors” ICBC International Capital and China Industrial Securities

“Latest Practicable Date” May 7, 2021, being the latest practicable date for the purpose of ascertaining certain information in this document prior to its publication

[REDACTED]

“[REDACTED] Committee” the [REDACTED] committee of the Stock Exchange

[REDACTED]

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

“M&A Rules” the Rules on the Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (關於外國投資者併購境內企業的規定), jointly issued by the State-owned Assets Supervision and Administration Commission (國務院國有資產監督管理委員會), MOFCOM, SAT, SAIC, CSRC and SAFE on August 8, 2006 and re-issued by MOFCOM on June 22, 2009

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“Main Board” the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operated in parallel with GEM of the Stock Exchange

“Memorandum” or the amended and restated memorandum of association of “Memorandum of our Company, conditionally adopted on January 12, 2021 Association” and which will come into effect upon [REDACTED], a summary of which is set out in “Summary of the Constitution of the Company and the Cayman Islands Company Law” in Appendix IV to this document, as amended from time to time

“MOF” the Ministry of Finance of the PRC (中華人民共和國財政部)

“MOFCOM” the Ministry of Commerce of the PRC (中華人民共和國商務部)

“MOHURD” or “Ministry of the Ministry of Housing and Urban-Rural Development of Construction” the PRC (中華人民共和國住房和城鄉建設部)orits predecessor, the Ministry of Construction of the PRC (中華人民共和國建設部)

“Mr. Chen” Mr. Chen Jinshi (陳錦石), the chairman of our Board, executive Director and one of our Controlling Shareholders

“Nanjing Jinfan” Nanjing Jinfan Real Estate Co., Ltd. (南京錦凡置業有限公司), a company established in the PRC with limited liability on March 1, 2018 and an indirect non-wholly owned subsidiary of our Company which is directly owned as to approximately 98.70% by Nantong Zoina, an indirect wholly-owned subsidiary of our Company, 0.65% by Shanghai Yaoben and 0.65% by Yangzhou Hangshi

“Nantong Yongrun” Nantong Yongrun Enterprise Management Co., Ltd. (南通永潤企業管理有限公司), a wholly-foreign-owned enterprise established in the PRC with limited liability on March 3, 2021 and an indirect wholly-owned subsidiary of our Company

“Nantong Zoina” Nantong Zoina High-tech Industrial Park Management Co., Ltd. (南通中南高科產業園管理有限公司), a company established in the PRC with limited liability on June 17, 2015 and an indirect wholly-owned subsidiary of our Company

“NDRC” the National Development and Reform Commission of the PRC (中華人民共和國國家發展和改革委員會)

–22– 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. DEFINITIONS

“Ningbo Zoina” Ningbo Zoina High-tech Jincheng Industrial Park Management Co., Ltd. (寧波中南高科錦程產業園管理有限公司), a company established in the PRC with limited liability on September 6, 2018 and an indirect non-wholly owned subsidiary of our Company which is directly owned as to approximately 98.53% by Zoina Goldstone, 1.01% by Hangzhou Hangshi and 0.46% by Shanghai Yaoben

“Nomination Committee” the nomination committee of the Board

“NPC” the National People’s Congress of the PRC (中華人民共和國全國人民代表大會)

[REDACTED]

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

“Pearl River Delta Region” a geographical region in China covering nine cities in Guangdong Province, including Guangzhou, Shenzhen, Zhuhai, Foshan, Huizhou, Dongguan, Zhongshan, Jiangmen and Zhaoqing

–23– 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. DEFINITIONS

“PRC Government” the central government of the PRC and all governmental subdivisions (including provincial, municipal and other regional or local government entities) and organizations of such government or, as the context requires, any of them

“PRC Legal Advisors” Jingtian & Gongcheng, the legal advisors to our Company as to PRC law in connection with the [REDACTED]

[REDACTED]

“Pre-[REDACTED] Investor” Mr. Wong Man Tak, an Independent Third Party save for his beneficial interest in our Company by way of the Pre-[REDACTED] Investment

[REDACTED]

“Principal Share Registrar” [REDACTED]

“Province” or “province” each being a province or, where the context requires, a provincial level autonomous region or municipality under the direct supervision of the PRC Government

“Regulation S” Regulation S under the U.S. Securities Act

“Remuneration Committee” the remuneration committee of the Board

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

“Reorganization” the reorganization of the Group in preparation of the [REDACTED], details of which are set out in “History, Reorganization and Corporate Structure—Reorganization” in this document

“Reporting Accountants” Ernst & Young, the reporting accountants of our Company

–24– 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. DEFINITIONS

“SAFE” the State Administration of Foreign Exchange of the PRC (中華人民共和國國家外匯管理局)

“SAIC” the State Administration for Industry and Commerce of the PRC (中華人民共和國國家工商行政管理總局), which was consolidated into the SAMR in March 2018, including, as the context may require, its local counterparts

“SAMR” the State Administration for Market Regulation of the PRC (中華人民共和國國家市場監督管理總局)

“SAT” the State Administration of Taxation of the PRC (中華人民共和國國家稅務總局)

“SCNPC” the Standing Committee of the NPC

“Securities and Futures the Securities and Futures Commission of Hong Kong Commission” or “SFC”

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Shanghai Rongshi” Shanghai Rongshi Industrial Development Co., Ltd. (上海榮石實業發展有限公司), a company established in the PRC with limited liability on August 16, 2017 and an indirect wholly-owned subsidiary of our Company

“Share(s)” ordinary share(s) in the share capital of our Company, with nominal value of HK$0.01 each, which are to be traded in Hong Kong dollars and [REDACTED] on the Main Board

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

“Shenzhen Hengrong” Shenzhen Hengrong Enterprise Management Co., Ltd. (深圳恒榮企業管理有限公司), a wholly-foreign-owned enterprise established in the PRC with limited liability on April 7, 2021 and an indirect wholly-owned subsidiary of our Company

[REDACTED]

“State Council” the State Council of the PRC (中華人民共和國國務院)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules

–25– 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. DEFINITIONS

“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules

“Symet Resources” Symet Resources Limited (華拓資源有限公司), a company established in Hong Kong with limited liability on July 11, 2018 and an indirect wholly-owned subsidiary of our Company upon completion of the Reorganization and the Pre-[REDACTED] Investment

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers issued by the SFC, as amended, supplemented or otherwise modified from time to time

“Track Record Period” the period comprising the years ended December 31, 2018, 2019 and 2020

“U.S. Government” the federal government of the United States, including its executive, legislative and judicial branches

“U.S. Securities Act” the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

[REDACTED]

“United States”, “USA” or the United States of America, its territories, its possessions “U.S.” and all areas subject to its jurisdiction

“US$”, “USD” or “$” U.S. dollars, the lawful currency of the United States

“VAT” the PRC value-added tax

[REDACTED]

“Yangtze River Delta Region” a geographical region in China covering Shanghai Municipality, Jiangsu Province, Zhejiang Province and Anhui Province

[REDACTED]

–26– 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. DEFINITIONS

“Zhongnan Holding” Zhongnan Holding Group Company Limited (中南控股集團有限公司), a company established in the PRC with limited liability on December 1, 1996 which is owned as to approximately 55.55% by Mr. Chen and approximately 44.45% by 47 individual shareholders

“Zoina DaKings” Zoina DaKings Holdings Limited, a company incorporated in the BVI with limited liability on January 22, 2021 and a direct wholly-owned subsidiary of our Company

“Zoina Goldstone” Shanghai Zoina Goldstone Enterprise Management Co., Ltd. (上海中南金石企業管理有限公司), a company established in the PRC with limited liability on June 15, 2018 and an indirect wholly-owned subsidiary of our Company

“Zoina Jinrong” Zoina Jinrong Industrial Co., Limited (中南錦榮實業有限公司), a company incorporated in Hong Kong with limited liability on February 5, 2021 and an indirect wholly-owned subsidiary of our Company

“Zoina Jinrui” Zoina Jinrui Industrial Co., Limited (中南錦瑞實業有限公司), a company incorporated in Hong Kong with limited liability on February 5, 2021 and an indirect wholly-owned subsidiary of our Company

“Zoina Selead” Zoina Selead Holdings Limited, a company incorporated in the BVI with limited liability on January 22, 2021 and a direct wholly-owned subsidiary of our Company

“%” percent

Unless the content otherwise requires, references to “2018”, “2019” and “2020” in this document refers to our financial year ended December 31 of such year.

Certain amounts and percentage figures included in this document were subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them.

For ease of reference, the names of the PRC established companies or entities, laws or regulations, governmental authorities, institutions, natural persons or other entities (including certain of our subsidiaries) have been included in this document in both the Chinese and English languages and in the event of any inconsistency, the Chinese versions shall prevail.

–27– 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. GLOSSARY

In this document, unless the context otherwise requires, explanations and definitions of certain terms used in this document in connection with our Group and our business shall have the meanings set out below. The terms and their meanings may not correspond to standard industry meaning or usage of these terms.

“CAGR” compound annual growth rate

“Central and Western regions” geographical regions in China covering Henan Province, Hubei Province, Hunan Province, Jiangxi Province, Chongqing Municipality, Sichuan Province, Fujian Province, Shanxi Province and Shaanxi Province

“commercial property(ies)” for purposes of this document, property(ies) designated for commercial use

“communal/common area(s)” shared areas in residential properties such as lobbies, hallways, stairways, car parks, elevators and gardens, among others

“GDP” gross domestic product

“GFA” gross floor area

“GFA under management” GFA of properties that have been delivered, by property developers, to property owners, for which we are already collecting property management fees in relation to contractual obligations to provide our services

“lump-sum” a payment arrangement whereby our customers are required to fully settle the purchase price of our properties one month after the execution of the customized development or pre-sales contract

“O2O marketing and operation an online to offline productivity platform developed by us information platform” consisting of a WeChat applet and a personal computer program with over 200,000 enterprise information to enable cross-region and cross-team coordination and enhance our marketing and sales capabilities

“residential properties” properties which are purely residential or mixed-use properties containing residential units and ancillary facilities that are non-residential in nature such as commercial or office units but excluding pure commercial properties

“sq.m.” square meter(s)

–28– 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. FORWARD-LOOKING STATEMENTS

We have included in this document forward-looking statements. Statements that are not historical facts, including statements about our intentions, beliefs, expectations or predictions for the future, are forward-looking statements.

This document contains certain forward-looking statements and information relating to the Company and its subsidiaries that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. When used in this document, the words “aim”, “anticipate”, “believe”, “can”, “continue”, “could”, “forecast”, “expect”, “going forward”, “intend”, “ought to”, “may”, “might”, “plan”, “potential”, “predict”, “project”, “seek”, “should”, “will”, “would” and the negative of these words and other similar expressions, as they relate to our Group or our management, are intended to identify forward-looking statements. Such statements reflect the current views of our management with respect to future events, operations, liquidity and capital resources, some of which may not materialize or may change. These statements are subject to certain risks, uncertainties and assumptions, including the other risk factors as described in this document. You are strongly cautioned that reliance on any forward-looking statements involves known and unknown risks and uncertainties. The risks and uncertainties facing the Company which could affect the accuracy of forward-looking statements include, but are not limited to, the following:

• our business prospects;

• future developments, trends and conditions in the industry and markets in which we operate;

• our business strategies and plans to achieve these strategies;

• our ability to identify and integrate suitable acquisition targets;

• general economic, political and business conditions in the markets in which we operate;

• changes to the regulatory environment and general outlook in the industry and markets in which we operate;

• the effects of the global financial markets and economic crisis;

• our ability to reduce costs;

• our dividend policy;

• the amount and nature of, and potential for, future development of our business;

• capital market developments;

• the actions and developments of our competitors;

• changes or volatility in interest rates, foreign exchange rates, equity prices or other rates or prices in the industry and markets in which we operate;

–29– 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. FORWARD-LOOKING STATEMENTS

• certain statements in “Financial Information” with respect to trends in prices, volumes, operations, margins, overall market trends, risk management and exchange rates; and

• other statements in this document that are not historical facts.

This document also contains market data and projects that are based on a number of assumptions. The markets may not grow at the rates projected by the market data, or at all. The failure of the markets to grow at the projected rates may materially and adversely affect our business and the market price of our Shares. In addition, due to the rapidly changing nature of the PRC economy and the property management industry, projections or estimates relating to the growth prospects or future conditions of the markets are subject to significant uncertainties. If any of the assumptions underlying the market data prove to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

We do not guarantee that the transactions and events described in the forward-looking statements in this document will happen as described, or at all. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risks and uncertainties set forth in the section entitled “Risk Factors” in this document. You should read this document in its entirety and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements made in this document relate only to events as of the date on which the statements are made or, if obtained from third-party studies or reports, the dates of the respective studies or reports. Since we operate in an evolving environment where new risks or uncertainties may emerge from time to time, you should not rely upon forward-looking statements as predictions of future events. We undertake no obligation, beyond what is required by law, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made, even when our situation may have changed.

Subject to the requirements of applicable laws, rules and regulations, we do not have any and undertake no obligation to update or otherwise revise the forward-looking statements in this document, whether as a result of new information, future events or otherwise. As a result of these and other risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this document might not occur in the way we expect or at all. Accordingly, you should not place undue reliance on any forward-looking information. All forward-looking statements in this document are qualified by reference to the cautionary statements in this section.

–30– 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. RISK FACTORS

An investment in our Shares involves various risks. You should carefully consider the following information about risks, together with the other information contained in this document, including our combined financial statements and related notes, before you decide to purchase our Shares. If any of the circumstances or events described below actually arises or occurs, our business, financial position, results of operations, and prospects would likely suffer. In any such case, the market price of our Shares could decline, and you may lose all or part of your investment. You should also pay particular attention to the fact that we are a PRC company and are governed by a legal and regulatory system which may differ from those prevailing in other countries. See “Regulatory Overview” in this document for more information concerning the PRC legal and regulatory system and certain related matters discussed below.

We believe that there are certain risks and uncertainties involved in our operations, some of which are beyond our control. We have categorized these risks and uncertainties into: (i) risks relating to our business and industry; (ii) risks relating to conducting business in the PRC; (iii) risks relating to the [REDACTED]. Additional risks and uncertainties that are not presently known to us or we currently deem immaterial may develop and become material and could also harm our businesses, financial position and results of operations.

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

We may not be able to effectively manage our expansion and growth and may not be as successful in replicating our business model as before when we expand into new cities and develop industrial parks for new industries.

Deeply rooted in the Yangtze River Delta Region, we have successfully expanded into the Pearl River Delta Region and the Bohai Economic Rim, and extended our coverage to the provincial capitals and major cities with great growth potentials in the Central and Western regions in the PRC. Our expansion is based on our forward-looking assessment of market prospects. We cannot assure you that our assessment will turn out to be accurate. In addition, to succeed with our business expansion, we will need to recruit and train new managers and other employees and build our operations and reputation in our target regional markets. We have limited knowledge of the conditions of these other new industrial park markets and little or no experience in industrial park development in these regions. As we enter new markets, we may not have the same level of familiarity with local contractors, business practices and customs and specific needs and expectations of local small- to mid-sized enterprises as compared to the cities where we are an established industrial park developers and operators. In addition, when we enter new geographical areas, we may face intense competition from other industrial park developers and operators with an established presence and market share in those areas. Therefore, we cannot assure you that we can successfully execute our contemplated expansion plan or that we will succeed in effectively integrating our expanded operations, or that our expanded operations will generate adequate returns on our investments or positive operating cash flows. Furthermore, our business expansion may place a substantial strain on our managerial and financial resources. Any failure in effectively managing our expanded operations may materially and adversely affect our business, prospects, results of operations and financial condition.

–31– 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. RISK FACTORS

We attribute our success to our signature industrial park development and operation model. We believe that, through strategic cooperation with local governments, we have been able to obtain a competitive advantage in developing and operating industrial park projects. However, even though we have a signature industrial park development and operation model that integrates development and sales of properties, comprehensive industrial park operational services, construction services and property leasing, there is no assurance that we can successfully replicate this business model, which depends on many factors beyond our control, including whether we can find suitable sites in other cities that satisfy our criteria and whether we can establish and maintain good cooperation relationships with local governments.

Expanding into new geographical locations or developing industrial parks for new industries involve uncertainties and challenges as we may be less familiar with local regulatory practices and customs, customer preferences and behavior, local contractors and suppliers, business practices and business environments and municipal-planning policies. As we may face challenges not previously encountered, we may fail to recognize or properly assess risks or take full advantage of opportunities, or otherwise fail to adequately leverage our resources and past experience to meet challenges encountered in these new markets. For example, we may have difficulties in accurately predicting market demand for our properties in the cities and industries into which we expand. Any of the above may materially and adversely affect our business, financial condition and results of operations.

Our results of operations from the Track Record Period may not be representative of our future performance.

We experienced significant growth of revenue and gross profit during the Track Record Period. Our revenue increased significantly from RMB461.0 million in 2018 to RMB1,977.2 million in 2019, and further to RMB4,613.1 million in 2020, representing a CAGR of 216.3% from 2018 to 2020. Our gross profit increased significantly from RMB157.1 million in 2018 to RMB665.7 million in 2019, and further to RMB1,292.2 million in 2020, representing a CAGR of 186.8%. The significant increases were primarily due to increases in revenue from development and sales of properties and from comprehensive industrial park operational services during the Track Record Period, which were in turn due to increases in the total GFA delivered and number of properties for which we provide comprehensive industrial park operational services. We cannot assure you that we will continue to grow at a high rate, or at all, or that we will not experience a decrease in revenue and gross profit.

In terms of our future financial performance, our profitability depends partially on our ability to control costs and operating expenses, which may increase as our business expands. There is no guarantee that we will continue to be able to increase the land reserves and sales of industrial properties, nor that we will be able to succeed in our business development efforts going forward. Moreover, we will continue to face challenges related to rising labor and sub-contracting costs and intensive competition for employees and business opportunities. We might not be able to enjoy economies of scale from our future geographical expansion if we expand beyond regions where we currently operate in, which, among other factors, could adversely affect our results of operations, and in particular, our gross profit margin. As a result, our past results of operations may not be representative of our future performance.

–32– 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. RISK FACTORS

We had negative net operating cash flow in 2018.

We had negative net cash flow from operating activities of approximately RMB70.9 million in 2018, primarily because of significant net cash used in operations due to our continued increase in property development and sales activities. Such cash outflow may not always be completely offset by proceeds received from our sales of the properties for the respective period. As a result, there could be a period during which we experience net operating cash outflow. Although we seek to effectively manage our working capital, we cannot assure you that we will be able to match the timing and amounts of our cash inflows with the timing and amounts of our payment obligations and other cash outflows.

We may not be able to fulfil our obligation in respect of contract liabilities.

As of December 31, 2018, 2019 and 2020, we recorded contract liabilities of RMB1,186.3 million, RMB2,255.6 million and RMB4,142.9 million, respectively. We receive payments from customers in accordance with the billing schedule set forth in the customized development or pre-sale contracts. Payments are usually received before the delivery of properties and we record such payments as contract liabilities until we recognize these payments as revenue. We may experience delays in delivery of our projects due to factors beyond our control. Significant delays with respect to one or more of our projects may materially and adversely affect our reputation, business, results of operations and financial condition. Moreover, we make certain undertakings in our customized development or pre-sale contracts. See “—We face risks relating to the pre-sales of our certain projects from customer claims and potential limitations or restrictions imposed by the PRC Government” for more details. A customer may also terminate his or her contract with us and/or bring claims for compensation for certain other contractual disputes, such as delays in delivery of property ownership certificates caused by us. Any of such factors could have a material adverse effect on our business, financial condition and results of operations.

Our concentration on industrial park projects for specific industries may subject us to risks associated with such industries.

We primarily focus on developing industrial parks for manufacturing enterprises specialized in emerging industries such as advanced equipment manufacturing, new energy and new materials industries. The concentration on these industries may subject us to risks affecting such specific industry sectors. Any material adverse change in such industries may bring an overall adverse effect on the business operation and financial condition of our customers in such industries and reduce their budgets on plants, and may in turn affect the occupancy rates of our industrial parks and our revenue generated from sales or leases of plants. The decreased occupancy rates of our industrial parks will materially and adversely affect our property development and sales and comprehensive industrial park operational services.

We maintain a substantial amount of indebtedness, which may materially and adversely affect our liquidity and our ability to service our indebtedness.

We have maintained a substantial amount of indebtedness to finance our operations. As of December 31, 2018, 2019 and 2020 and March 31, 2021, our total bank and other borrowings was RMB167.7 million, RMB951.5 million, RMB2,313.5 million and RMB2,809.1 million, respectively.

–33– 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. RISK FACTORS

Our net gearing ratio, as calculated by total borrowings (including interest-bearing bank and other borrowings) less cash and bank balances divided by total equity as of the end of the respective period, was approximately 1.0 times, 1.7 times and 0.6 times as of December 31, 2018, 2019 and 2020, respectively. Of our total outstanding bank and other borrowings of RMB2,313.5 million as of December 31, 2020, RMB582.3 million was repayable within 12 months and RMB1,731.2 million was repayable in more than one year. Of our total outstanding bank and other borrowings of RMB2,809.1 million as of March 31, 2021, RMB665.5 million was repayable within 12 months and RMB2,143.7 million was repayable in more than one year.

Our cash flow and results of operations of our operating subsidiaries will affect our liquidity and our ability to service our indebtedness. We cannot assure you that we will be able to continue to generate and maintain sufficient cash flow to service our indebtedness. If we are unable to make scheduled payments in connection with our debts and other fixed payment obligations as they become due, we may need to refinance such obligations or obtain additional financing. Furthermore, some of our debt agreements, including some of our bank loans contain cross-default provisions under which default in one such debt agreement could trigger a default under our other debt agreements, including one or more of the other bank loans as well. We cannot assure you that we will be able to successfully refinance our existing indebtedness or that we will be able to secure additional financing on acceptable terms, on a timely basis, or at all. If we fail to maintain sufficient cash flow to service our indebtedness or our refinancing efforts are unsuccessful, our liquidity, business and financial condition will be materially and adversely affected.

In addition to bank loans, we rely on internally generated funding, including proceeds from pre-sales or sales of our properties, as one of our major sources of funding for our property development activities. If our development and sales of properties are limited or reduced for any reason, including policy or regulatory changes, a reduction in demand for or in the prices of our properties, or delays in our property development schedule, we could experience cash flow shortfalls and difficulties in funding our property development activities and servicing our indebtedness.

Our business model on industrial park development and operation requires significant upfront capital expenditures and may involve longer periods to generate net cash inflows.

Our business model primarily involves developing industrial parks, selling industrial properties inside the industrial parks we developed to small- to mid-sized enterprises and providing comprehensive industrial park operational services inside our industrial parks. To facilitate the development of the area and enhance the value of the our industrial parks, significant upfront capital expenditures are required. The development of industrial parks involves massive and complicated processes, including site selection, project financing, interaction with local governments, construction of public infrastructure and solicitation of top-tier industry players. Therefore, it may take a relatively longer period of time before the value of the properties we developed can be enhanced to the extent we can obtain optimal profitability from the sales of properties.

–34– 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. RISK FACTORS

The Yangtze River Delta Region is the principal market of our business during the Track Record Period and any adverse change in the economic environment of the Yangtze River Delta Region may adversely affect us.

The Yangtze River Delta Region is the principal market of our business during the Track Record Period, making it critical for our overall operations and profitability. For the years ended December 31, 2018, 2019 and 2020, approximately 63.4%, 74.8% and 51.3%, respectively, of our revenue were derived from the Yangtze River Delta Region. Any adverse change in the economic environment, industrial park development and operation market and government policies of the Yangtze River Delta Region may adversely affect our business, operational results, and financial position. Moreover, the loss of, or any significant impairment to the operations of, our projects in the Yangtze River Delta Region, for example by fire, water damage, weather or other unforeseen factors, could have a material adverse impact on us.

We face risks associated with contracting with local governments.

We contract and collaborate with various local governments in the PRC. Although we believe that we currently maintain close cooperative relationships with those local governments, there can be no assurance that these relationships will continue to be maintained on good terms in the future. Local governments and the government-controlled entities with which we contract may (i) have economic or business interests or consideration that are inconsistent with ours; (ii) take actions contrary to our requests, policies or objectives; (iii) be unable or unwilling to fulfil their obligations under relevant agreements; or (iv) have disputes with us as to the contractual terms or other matters, for which we may lack effective enforcement mechanisms. If there are any material disagreements between any local governments and us, there can be no assurance that we will be able to successfully resolve them in a timely manner.

Any of these could materially and adversely affect the good cooperation relationships between the local governments and us, which may in turn materially and adversely affect our business, financial condition, results of operations and prospects.

We typically sign investment agreement before acquisition of land use rights, which allows us to identify relevant land parcel in advance and increases our success rate in land acquisition. As of February 28, 2021, we have entered into investment agreements for 25 undeveloped industrial park projects, with respect to which we were in the process of carrying out the necessary PRC regulatory procedure to acquire the land use rights certificates or enter into land grant contracts. The signing of such investment agreements greatly increases our chances in successfully obtaining the target land parcel. Despite the existence of such agreements, we are still required to participate in the standard process of public tenders, auctions or listing-for-sale in accordance with relevant PRC laws and regulations. There is no assurance that we can always win the bid in the public tenders, auctions or listing-for-sale process and acquire the target land parcel. In addition, we make certain undertakings under such investment agreements in respect of, among others, maintaining certain amount of investment in our development and operation of industrial parks and ensuring enterprises introduced to fulfill certain threshold requirements as prescribed in the agreements, such as their ability to generate sufficient tax income. We may continue to enter into such investment agreements with local governments in the future. If we fail to satisfy the specified obligations

–35– 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. RISK FACTORS under such agreements, we may be subject to contract damages, which could have an adverse effect on our business operations and financial condition. See “Business—Land Acquisition—Investment Agreement Signing.”

The unavailability of any favorable regulatory treatment, including governmental grants, in future periods for our projects could adversely affect our business, financial condition and results of operations.

According to JLL, the number of manufacturing enterprises in the PRC has increased significantly during the recent years, of which small- to mid-sized enterprises manufacturing enterprises accounted for 96.6%. Furthermore, in line with governmental policies, such as “the Fourteenth Five-Year Plan,” to promote the transformation and upgrading of manufacturing industries, the growth of manufacturing sector would be stable, in which small- to mid-sized manufacturing enterprises would be fully supported.

We primarily serve small- to mid-sized manufacturing enterprises, and we enjoy above favorable policy supports and other certain regulatory treatments, including government grants, which are offered by local regulatory authorities of regions where we develop our industrial parks. During the Track Record Period, we received government grants in connection with our industrial parks. In 2018, 2019 and 2020, our government grants recorded under other income and gains amounted to nil, RMB87.3 million and RMB48.4 million, respectively. Government grants have historically contributed to our profitability. The grants also enhanced our liquidity position, reflected in the increase in cash and cash equivalents and current assets after the receipt of grants and higher gross profit margins yielded by our industrial park projects. We expect to continue to receive government grants in the future with respect to our existing projects or new projects based on our negotiations with local regulatory authorities.

However, such government grants were offered on a case-by-case basis subject to our negotiations with relevant regulatory authorities. There is no assurance that we will be able to continue to secure opportunities in developing industrial parks that are coupled with satisfactory government grants. In addition, although we believe that government grants are provided by local governments in compliance with current policies, laws and regulations in China, we face uncertainty relating to the availability of government grants with respect to our current projects due to potential unexpected changes in PRC policies, laws and regulations. If we are unable to obtain or maintain government grants or any other similar favorable treatments for our existing or future projects, our ability to secure business opportunities and find proper land sites to develop industrial parks as well as our ability to complete our existing industrial park projects could be adversely affected. We may not be able to continue to geographically expand into new regions and cities as we currently expect. We may experience decreases in profitability for our exiting or future projects. As a result, our business operations and financial condition may be adversely affected.

We are dependent on the performance of the industrial park development and operation market and, in particular, manufacturing industrial park development and operation market in the PRC.

Our business and prospects depend on the performance of the industrial park development and operation market and, in particular, manufacturing industrial park

–36– 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. RISK FACTORS development and operation market in the PRC. As of February 28, 2021, we had 70 industrial park projects at different development stages, all of which were developed by our subsidiaries. In addition, as of February 28, 2021, we have entered into investment agreements for 25 undeveloped industrial park projects, with respect to which we were in the process of carrying out the necessary PRC regulatory procedure to acquire the land use rights certificates or enter into land grant contracts. We have entered into cooperation or acquisition agreements with our business partners to develop eight industrial park projects, with respect to which we were undergoing the land acquisition process as of the same date. We cannot assure you that the demand for new properties in such region and other regions and cities in China where we operate or intend to expand will continue to grow or that property prices will not deteriorate. In addition, volatility in market conditions and fluctuations in property prices, as well as the demand for properties have been affected and will continue to be affected by the economic, social, political and other factors that are outside of our control and we cannot assure you that there will not be an over-supply of properties or industrial parks or an economic downturn in the property or industrial park sectors in the Yangtze River Delta Region, the Pearl River Delta Region and the Bohai Economic Rim. Any such over-supply or economic downturn may result in a slowdown in property or industrial park sales or downward pressure on property prices regionally or nationwide. Any adverse development in the property market in the regions where we operate or may operate in the future could have a material and adverse effect on our business, results of operations and financial condition.

Our business is subject to extensive governmental regulation and, in particular, we are susceptible to policy changes in the PRC property sector.

Our business is subject to extensive governmental regulation and the macroeconomic control measures implemented by the PRC Government from time to time. As with other PRC property developers, we must comply with various requirements mandated by the PRC laws and regulations, including the policies and procedures established by local governments designated to implement such laws and regulations. In particular, the PRC Government exerts considerable direct and indirect influence on the development of the PRC property and industrial park sectors by imposing industry policies and other economic measures, such as control of foreign exchange, property financing, taxation and foreign investment. Through these policies and measures, the PRC Government may raise benchmark interest rates of commercial banks, place additional limitations on the ability of commercial banks to make loans to property developers and property purchasers, impose additional taxes and levies on property sales and restrict foreign investment in the PRC property sector. The PRC Government has also in recent years announced a series of other measures designed to stabilize the growth of the PRC economy and to stabilize the growth of specific sectors, including the property sector, to a more sustainable level.

Many of the property industry policies carried out by the PRC Government are unprecedented and are expected to be amended and revised over time. Other political, economic and social factors may also lead to further adjustments and changes of such policies. We cannot assure you that the PRC Government will not adopt additional and more stringent industry policies, regulations and measures in the future, nor can we assure you when or whether the existing policies will be eased or reversed.

If we fail to adapt our operations to new policies, regulations and measures that may come into effect from time to time with respect to the property industry, or such policy changes

–37– 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. RISK FACTORS disrupt our business, reduce our sales or average selling prices, or cause us to incur additional costs, our business prospects, results of operations and financial condition may be materially and adversely affected. See “Regulatory Overview” for more information on PRC governmental regulation, policies and measures.

Our results of operations may vary significantly from period to period.

We generated substantially all of our revenue from property development and sales during the Track Record Period. In 2018, 2019 and 2020, our revenue from development and sales of properties amounted to RMB457.9 million, RMB1,944.5 million and RMB4,582.9 million, respectively, representing 99.3%, 98.4% and 99.3%, respectively, of our total revenue during the same periods. Our results of operations may vary significantly from period to period, due to a number of factors, including the timetables of our industrial park development projects, the timing of the sale of industrial properties that we have developed, our revenue recognition policies and any volatility in expenses such as raw material costs. The overall schedules of our industrial park development and the number of industrial properties that we can develop or complete during any particular period are limited as a result of the substantial capital required for the acquisition of land and construction. The sale of industrial properties we develop is subject to general market or economic conditions in the areas where we conduct our business and the level of acceptance of our properties by prospective customers. According to our accounting policy, we recognize revenue upon the completion and delivery of properties to purchasers, which may take one to two years after the commencement of pre-sales of our certain properties. Therefore, in periods in which we pre-sell a large aggregate GFA, we may not generate a correspondingly high level of revenue if the properties pre-sold are not delivered within the same period. In addition, our business depends on obtaining adequate supplies of raw materials and is subject to fluctuation in the market prices of raw materials. The prices that we pay for raw materials may increase due to increased industry demand, inflation, higher fuel and transportation costs and other factors. We will continue to experience significant fluctuations in revenue and profit from period to period in connection with our property development business. We therefore believe that period-to-period comparisons of our operating results may not be as meaningful as they would be for a company with more stable recurring revenue.

In addition, the cyclicality of the manufacturing industrial park development and operation market in the PRC affects the optimal timing for land acquisition, development and sales of properties. This cyclicality, together with the lead time required for the sales of properties and the delivery of projects, means that our results of operations relating to property development activities may be susceptible to significant fluctuations from period to period. Furthermore, the development of our industrial park projects may be delayed or adversely affected by a combination of factors beyond our control, which may in turn adversely affect our revenue recognition and consequently our cash flows and results of operations.

Risks relating to natural disasters, pandemics, epidemics, acts of terrorism or war in the PRC and globally may materially and adversely affect our business.

Natural disasters, epidemics, acts of terrorism or war or other factors that are beyond our control may materially and adversely affect the economy, infrastructure and livelihood of people in the areas where we have or plan to have business operations. In particular, due to their

–38– 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. RISK FACTORS geographic regions, some of these areas are susceptible to the threat of floods, earthquakes, sandstorms, snowstorms, fires or droughts, power shortages or failures, as well as potential wars, terrorist attacks or epidemics such as Ebola, SARS, H1N1, H5N1, H7N9 or, most recently, the novel coronavirus named COVID-19 by the World Health Organization. Any of such events could result in tremendous proprietary damages and losses, personnel injuries and live losses, as well as disruption or destruction of our business operations.

In particular, the COVID-19 virus has spread across the world since late 2019. In response to the COVID-19 pandemic, governments across the world have imposed travel restrictions and/or lockdown to contain its transmission. While most of the lockdown measures and related restrictions imposed by the PRC Government had been lifted by the end of April 2020, various restrictions still remain in place in the PRC and the world to continue to contain the spread of the COVID-19. Such measures may disrupt business in major industries and adversely affect the overall business sentiment and environment in China. We cannot assure you that the business operation and financial condition of our customers will not be adversely affected, and they will be able to make timely payments of the contracted sales or management or service fees under the COVID-19 pandemic. Decline in our customers’ abilities to purchase or lease the plants we developed or pay management or service fees for plants could materially and adversely affect our business operation.

Despite that all of our industrial park projects had fully resumed normal construction and operation by the end of May 2020 and have not experienced any material disruptions due to COVID-19 since then, we cannot assure you that our business operations will not be affected in any event the situation worsens in the future. In addition, we may continue to incur extra costs related to our preventive and control measures adopted at our offices and industrial parks. The delivery of properties may be delayed as a result of the COVID-19 pandemic. For example, during the Track Record Period, we experienced delayed delivery of the second phase of Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) as a result of COVID-19 pandemic, which was subsequently delivered in May 2020. We may also be required to quarantine some or all of our employees, or disinfect the industrial parks to prevent the spread of the disease if any of our employees were suspected of contracting or contracted an epidemic disease. See “Business—Effects of the COVID-19 Pandemic.”

We face risks relating to the pre-sales of our certain projects from customer claims and potential limitations or restrictions imposed by the PRC Government.

During the Track Record Period, as advised by our PRC Legal Advisors, only seven of our projects were subject to pre-sale and pre-sale proceed restrictions, either as required by local governments or local regulations. We make certain undertakings in our pre-sale contracts. These pre-sale contracts and the relevant PRC laws and regulations provide remedies for breach of these undertakings. For example, if we fail to deliver a pre-sold property on time, we may be liable to the relevant purchasers for late delivery. If our delay extends beyond a specified period, the purchasers may terminate their pre-sale contracts and claim for damages. We may experience delays in property delivery due to various reasons, and may as a result need to pay compensation to purchasers. In addition, purchasers may also refuse to accept the delivery or even terminate the pre-sale contracts if the GFA of the relevant unit, as set out in the property ownership certificate, deviates by more than a certain percentage from the GFA of that unit set out in the pre-sale contract. We cannot assure you that we will not experience any delays in the

–39– 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. RISK FACTORS delivery of our properties, nor that the GFA for a delivered unit will not deviate more than the percentage above from the GFA set out in the relevant pre-sale contract. If we fail to deliver the properties according to the terms of the pre-sale contracts, we may be subject to legal proceedings or negotiations with our customers, who may become entitled to repudiate the pre-sale contract. We also cannot assure you that any legal proceedings or negotiations resulting from delays or failures to deliver will have a favorable outcome. Any of such factors could have a material adverse effect on our business, financial condition and results of operations.

Under the current PRC laws, property developers must fulfill certain conditions before they can commence pre-sales of the relevant properties. In addition, the deposit and use of pre-sale proceeds are also restricted. If we fail to deposit the pre-sale proceeds into the designated escrow accounts in accordance with the relevant PRC laws and any relevant local requirements, we may be subject to certain administrative measures, including suspending the allocation of pre-sale proceeds, suspending the qualification for online contracting and being recorded in the credit files of real estate development enterprises. The legal regime in relation to the pre-sale proceeds management in the PRC is twofold, including (i) the applicable laws and regulations at the national level which set out the general principles and requirements; and (ii) the applicable regulations at provincial, municipal and other local levels which set out more detailed requirements. The national-level laws and regulations only set forth the general principles and regulatory framework and do not clearly specify whether industrial properties pre-sales apply, the relevant local governments at local levels have been delegated with the authority to interpret such general principles and specify industrial properties pre-sales regulatory requirements. At national level, according to the Notice of the MOHURD on Further Strengthening the Supervision of the Real Estate Market to Improve the Pre-sale System of Commodity Housing《住房和城鄉建設部關於進一步加強房地產市場監管完善商品住房預售制度 ( 有關問題的通知》), the pre-sale proceeds of commodity properties shall be fully deposited in an escrow account, and the relevant authority shall be responsible for the supervision and control to ensure that the pre-sale proceeds are used for the construction of the relevant projects, the pre-sale proceeds are appropriated according to the construction progress, and sufficient funds are retained to ensure the completion and delivery of the property projects. The pre-sale proceeds can generally be classified into two categories, key escrow funds and general escrow funds. For the use of key escrow funds, a project company can apply for withdrawal of pre-sale proceeds exceeding the minimum amount of key escrow funds required to be maintained in the designated escrow accounts for use on purposes as allowed under the local regulatory requirements. General escrow funds, which refer to the surplus proceeds that exceed key escrow funds, can be transferred to the general corporate accounts of the project company, in some case after completing the necessary application procedures in accordance with local regulatory requirements, or in other cases freely if no such application requirements.

The relevant laws and regulations governing pre-sale are generally interpreted to be applicable to “residential properties” and do not explicitly provide whether “industrial properties” fall into the category of “commodity properties” and would be in turn subject to pre-sale restrictions. Due to the ambiguity of above pre-sale regulatory regimes at local levels and inconsistent interpretation and applicability by different local governments with respect to deposits and pre-sale proceeds in the pre-sales of industrial properties, our industrial park projects may be subject to restrictions on pre-sale and pre-sale proceeds. During the Track Record Period, as advised by our PRC Legal Advisors, only seven of our projects were subject to pre-sale and pre-sale proceed restrictions, either as required by local governments or local

–40– 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. RISK FACTORS regulations. As advised by our PRC Legal Advisors, we have obtained all necessary permits, certificates and approvals in a timely manner prior to the commencement of pre-sale activities. During the Track Record Period and up to the Latest Practicable Date, we had not been subject to any administrative penalties as a result of the violation of the restrictions on pre-sale and pre-sale proceeds. In addition, we have certain industrial park projects at different development stages in the process of obtaining the required certificates and permits for the pre-sale activities. We expect these projects would be subject to restrictions on pre-sale and pre-sale proceeds in the foreseeable future. If we fail to comply with the relevant laws and regulations, we may face administrative fines which may have a material adverse effect on our financial condition and results of operations.

In the event that the PRC Government imposes bans or further restrictions on the conduct of pre-sales, we may be forced to seek alternative sources of funding to finance the development of our property projects. Alternative sources of funding may not be available to us on favorable terms or at all, which may have a material adverse effect on our financial condition and results of operations.

We may not always be able to obtain land reserves that are suitable for development.

We need to maintain or increase our land reserves in strategic locations at an appropriate pace in order to ensure sustainable business growth for our industrial park development business. Based on our current rate of industrial park development, we believe we have sufficient land reserves for development for the following few years. To have a steady stream of developed properties available for sale and support sustainable growth, we need to replenish and increase our land reserves with additional land suitable for development.

Our ability to identify and acquire suitable development sites is subject to a number of factors, some of which are beyond our control. The supply of substantially all of the land in China is controlled by the PRC Government. The land supply policies adopted by the PRC Government directly impact our ability to acquire land use rights for development and our costs of such acquisitions. In recent years, the PRC central and local governments have implemented various measures to regulate the means by which property developers may obtain land. The PRC Government also controls land supply through zoning, land usage regulations and other means. All these measures further intensify the competition for land in China among property developers. See “—Risks Relating to Our Business and Industry—Our business is subject to extensive governmental regulation and, in particular, we are susceptible to policy changes in the PRC property sector” for more details. The PRC Government’s policy to grant state-owned land use rights at competitive market prices is likely to increase the acquisition cost of land reserves generally in the PRC.

If we fail to acquire sufficient land reserves in a timely manner and at acceptable terms, or at all, our business, prospects, results of operations and financial condition may be materially and adversely affected.

We may not always be able to obtain land use rights certificates with respect to certain parcels of land in connection with which we have entered into various contractual arrangements.

We may not be able to obtain land use rights certificates with respect to certain parcels of land. Under current PRC land grant policies, the relevant authorities will not issue the formal

–41– 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. RISK FACTORS land use rights certificate for a piece of land until the developer has paid the land premium in full and is in compliance with other land grant conditions, the land use rights for properties and lands will not be formally vested until corresponding land use rights certificates have been issued. As of December 31, 2020, we had outstanding commitments of land premium totaling approximately RMB74.6 million. In addition, subsequent to December 31, 2020, we have acquired or have been awarded, certain parcels of land for which we have not obtained the relevant land use rights certificates and/or have not paid up the land premium.

We cannot assure you that we will enter into formal land grant contracts, or that the relevant PRC local governments will grant us the appropriate land use rights or issue the relevant land use rights certificates in respect of these parcels of land or in respect of other land we may contract to acquire in the future, in a timely manner, or at all. Nor can we assure you that our contractual arrangements will eventually result in our acquisition of any land use rights. As these contractual arrangements are subject to various government approvals that involve relatively complex procedures, it is not uncommon to take years to complete the acquisition of the underlying land, if at all. If we fail to obtain, or experience material delay in obtaining, the land use rights certificates with respect to any parcels of land we have contracted or may contract to acquire in the future, our business, results of operations and financial condition may be materially and adversely affected. Furthermore, we cannot assure you that if the transactions as contemplated in the relevant agreements cannot be completed, any refund of our prepayments will be provided in a timely manner, or at all. If we fail to obtain refunds, our financial condition, cash flow and results of operations may be materially and adversely affected.

Restrictions on the payment terms for land use rights may have a material adverse effect on our cash flow position, financial condition and business plans.

Fiscal and other measures adopted by the PRC Government from time to time may limit our flexibility and ability to use bank loans to finance our property developments and therefore may require us to maintain a relatively high level of internally raised cash. In November 2009, the PRC Government raised the minimum land premium down payment to 50%. In March 2010, this requirement was further tightened. The PRC Government set the minimum land premium at no less than 70% of the benchmark price of the locality where the parcel of land is granted, and the bidding deposit at not less than 20% of the minimum land premium. Additionally, a land grant contract must be entered into within 10 working days after the land grant deal is closed, and the down payment of 50% of the land premium is to be paid within one month of signing the land grant contract, with the remainder to be paid in full within one year of the date of the land grant contract, subject to limited exceptions. Such change of policy may constrain our cash otherwise available for additional land acquisition and construction. We cannot assure you that we will have adequate resources to fund land acquisitions (including any unpaid land premiums for past acquisitions), or property developments.

In 2007, the Ministry of Land and Resources issued revised Rules Regarding the Grant of State-owned Land Use Rights for Construction by Way of 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》), which provides that property developers must fully pay the land premium for the entire parcel under the land grant contract before they can receive a land use rights certificate and commence development on the land. This regulation became effective on November 1, 2007. As a result, property developers are not allowed to bid

–42– 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. RISK FACTORS for a large piece of land, make partial payment, and then apply for a land use rights certificate for the corresponding portion of land in order to commence development, which had been the practice in many Chinese cities. The implementation of such regulation requires property developers to maintain a higher level of working capital, which may have a material adverse effect on our cash flow position, financial condition and business plans.

We may not have adequate financing to fund our projects and operations.

Industrial park development are capital intensive. We finance our projects primarily through a combination of internal funds, project loans from banks, capital contributions from shareholders, proceeds from pre-sales and sales of our developed industrial properties. Our ability to procure adequate and suitable financing for acquisitions of land or companies and property developments depends on a number of factors that are beyond our control, including general economic conditions, financing policies for industrial park industry, our financial strength and performance, credit availability from financial institutions, financing costs and monetary policies in China.

The PRC Government has in recent years implemented a number of measures to control money supply and credit availability for fixed-asset investments, particularly with respect to the property development sector, and may continue to do so in the future. See “Regulatory Overview.”

On January 3, 2008, the State Council issued a Notice on Promoting the Economic Use of Land《關於促進節約集約用地的通知》 ( ) with respect to the collection of additional land premium, establishment of a land utilization priority planning scheme and the formulation of a system for assessing the optimal use of land and other measures. The notice also urges financial institutions to exercise caution when they review loan applications from property developers that have failed to complete development of at least one-third of the land area or to invest at least 25% of the total investment within one year of the construction date provided in the land grant contract.

In addition, People’s Bank of China (“PBOC”) has frequently adjusted the reserve requirement ratio for commercial banks. The reserve requirement ratio currently ranges from 13.0% to 16.5%. Such increases may negatively impact the amount of funds available to lend to business, including us, by commercial banks in China. These government actions and policy initiatives limit our ability to use external financing, including bank and other borrowings to finance our acquisitions and property development projects. The PRC Government, moreover, could introduce other initiatives which may further limit our access to capital, and consequently limit our ability to obtain external financing, including bank loans, the net proceeds from this [REDACTED] or other forms of external financing. If we fail to secure adequate financing or renew our existing credit facilities prior to their expiration, or if the PRC Government adopts further restrictive credit policies in the future, our business, results of operations and financial condition may be materially and adversely affected.

We are subject to risks associated with certain covenants or restrictions under our borrowings, which may adversely affect our business, financial condition and results of operations.

We are subject to certain restrictive covenants under the terms of our bank and other borrowings, which may restrict or otherwise adversely affect our operations. These covenants

–43– 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. RISK FACTORS may restrict, among others, our ability to incur additional debt or make guarantees, pay dividends or distributions on our subsidiaries’ capital stock, repurchase our subsidiaries’ capital stock, prepay certain indebtedness, repay shareholders’ loans, reduce our registered capital, sell, transfer, lease or otherwise dispose of property or assets, make investments and engage in mergers, consolidation or other change-in-control transactions. Certain of our banking facilities also contain cross-default provisions that if our relevant subsidiary defaults on the borrowing with the commercial banks, their affiliated commercial institutions, and/or other commercial financial institutions, as provided under the loan agreement, such an action may constitute an event of default and the relevant commercial banks would be entitled to accelerate payment of all or any part of the outstanding indebtedness and may terminate all commitments to extend further credit. If we are in default and cannot repay all of the secured indebtedness, we may lose part or all of our equity interests in those project subsidiaries, our proportionate share of the asset value of the relevant property projects, land use rights or our development projects. We also face risks of failure to obtain consent or waiver to pay dividends, or incur additional indebtedness. See “Financial Information—Indebtedness.”

We cannot assure you that we will always be able to abide by all restrictive covenants and cross-default provisions of any of our loan contracts in the future. Should we fail to abide by these cross-default provisions, our lenders may be entitled to exercise certain rights as provided under the relevant contracts, including but not limited to accelerating the repayment of our loans, in which case our business, financial condition and results of operations may be adversely affected.

For examples, in 2020, several news articles on the PBOC’s plans to control the scale of interest-bearing debts of property developers of residential properties in China by applying a newly proposed standard in the assessment of the debt burden of property developers began to emerge. In August 2020, according to certain news articles, a forum was held among the MOHURD, the PBOC and certain property developers to discuss long-term mechanisms for the real estate sector in China, which indicated that relevant regulations and policies governing the external financing of property developers in China have been formed. However, as of the Latest Practicable Date, the above-mentioned standard proposed by the PBOC has not come into effect, and after the forum was held, there is neither any official announcement regarding when such new regulations or rules will be implemented, nor any official interpretation on whether the above-mentioned standard only applies to property developers of residential properties or also applies to other property developers in China. We will continue to monitor the relevant regulatory updates to ensure our compliance in this regard. However, if the PBOC standard as reported in certain news articles were to become effective and be amended to cover other property developers of industrial parks, we were to be prohibited from increasing the aggregate size of interest-bearing liabilities, we may not be able to draw down on credit facilities before we repay existing debts, and may need to slow down our land acquisition activities to ensure we would have sufficient cash to complete the existing property projects.

Our property leasing and comprehensive industrial park operational services may subject us to a variety of risks.

We provide property leasing and comprehensive industrial park operational services to small- to mid-sized enterprises inside our industrial parks. We are subject to risks incidental to the ownership and operation of industrial properties, including volatility in market rental rates

–44– 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. RISK FACTORS and occupancy levels, competition for tenants, costs resulting from ongoing maintenance and repair and inability to collect rent from tenants or renew leases with tenants due to bankruptcy, insolvency, financial difficulties or other reasons. In addition, we may not be able to renew leases with our tenants on terms acceptable to us, or increase rental rates to the then prevailing market rates, or at all, upon expiration of the existing terms. Likewise, we may not be able to enter into new leases at rental rates as expected. All these factors could negatively affect the demand for our industrial properties, and as a result, decrease our rental income, which in turn adversely affect our business, financial condition and results of operations.

The performance of our comprehensive industrial park operational services depends on various factors, including our ability to provide professional and quality basic services, administration and facility management services and value-added supporting services, collect management or service fees and control costs, particularly labor costs. We are generally paid fixed management or service fees for the comprehensive industrial park operational services we provide. In addition, for properties not owned by us, in order to raise our management or service fees, we are required to complete certain administrative and other procedures, including obtaining approvals of the property owner’s general meeting. Management or service fees may also be subject to price range set by applicable government guidance. In the event that the management or service fees we charge are insufficient to cover our costs and we are unable to increase such fees in response to cost increases, there could be adverse effect on our financial condition and results of operations. Additionally, if we seek to reduce costs, we may not be able to maintain the quality of our comprehensive industrial park operational services, which may similarly affect our reputation, business financial condition and results of operations.

We engage third-party contractors during the construction and development stages of our property projects, who may not perform in accordance with our expectations.

We engage third-party contractors to carry out construction works of our property projects, including foundation digging, structural construction and installation of equipment. We primarily select our general contractors through a tender process, and in selecting the winning bid, we typically consider the contractors’ professional qualifications, technical capabilities, track record, project team requirement and prices tendered. However, our third-party contractors may fail to provide satisfactory services at the level of quality or within the time required by us. In addition, completion of our property developments may be delayed, and we may incur additional costs, due to the financial or other difficulties of our contractors. If the performance of any third-party contractor is unsatisfactory, we may need to replace such contractor or take other remedial actions, which could increase the costs and adversely affect the development schedules of our projects and materially and adversely affect our reputation, credibility, financial condition and business operations. Moreover, we cannot assure you that our employees will be able to consistently apply our quality standards in carrying out quality control, and to detect all defects in the services rendered by third-party contractors. In addition, as we enter into new geographical areas in the PRC, there may be a shortage of third-party contractors that meet our quality standards and other requirements in such locations and, as a result, we may not be able to engage a sufficient number of high-quality third-party contractors, which may adversely affect the construction schedules and development costs of our property projects. Furthermore, if our relationship with any of the third-party contractors deteriorates, a serious dispute with such third-party contractor may arise, which may in turn result in costly legal proceedings. The occurrence of any of the above events may have a material adverse effect on our business, financial condition, results of operations and prospects.

–45– 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. RISK FACTORS

If we are not properly insulated from the rising cost of labor or construction materials, our results of operations may be adversely affected.

As the result of economic growth and the boom in the property industry in the PRC, wages for construction workers and the prices of construction materials have experienced substantial increases in recent years. In addition, the PRC Labor Contract Law《中華人民共和國勞動合同法》 ( ), which was promulgated on June 29, 2007 and revised on December 28, 2012 with effect from July 1, 2013, and its implementing rules enhanced the protection for employees and increased employers’ liability which may further increase our labor costs. Under the terms of most of our construction contracts, the construction contractors are responsible for the wages of construction workers and procuring construction materials for our property development and bear the risk of fluctuations in wages and construction material prices during the term of the relevant contract. However, we are exposed to the price volatility of labor and construction materials to the extent that we periodically enter into new or renew existing construction contracts at different terms during the life cycle of a project, which may span over several years, or when we choose to hire construction workers directly or purchase construction materials directly from suppliers. Furthermore, we typically pre-sell our properties prior to their completion, we may be unable to pass the increased costs on to purchasers of our properties if the construction costs increase subsequent to the time of such pre-sale. If we are unable to pass on any increase in the cost of labor or construction materials to either our construction contractors or to the purchasers of our properties, our results of operations may be negatively affected. In addition, increased cost of the properties as a result of the increase in the cost of labor or construction materials may reduce our revenue since purchasers may be less willing to purchase our properties.

Certain portions of our industrial parks are designated as civil air defense properties, and transfer of the right to use such area is subject to restrictions and uncertainties.

According to the PRC laws and regulations, new buildings constructed in cities should contain basement areas that can be used for civil air defense purposes in times of war. Under the PRC Civil Air Defense Law《中華人民共和國人民防空法》 ( ) promulgated by the NPC on October 29, 1996, as amended on August 27, 2009 and Management Measures for Peacetime Development and Usage of Civil Air Defense Properties《人民防空工程平時開發利用管理辦法》 ( ) promulgated by the State Civil Air Defense Office (國家人民防空辦公室) on November 1, 2001, after obtaining the approval from the civil air defense supervising authority, a developer can manage and use such areas designated as civil air defense properties at other time and generate profits from such use. We may enter into contracts to transfer the right to use civil air defense properties in our industrial park projects to our customers as car parks (the “Designated Car Parks”). However, in times of war, such areas may be used by the government at no cost. In the event of war and the civil air defense areas of our projects are used by the public, we may not able to use such areas as car parks, and such areas will no longer be a source of our revenue. In addition, while our business operations have complied with the laws and regulations on civil air defense property in all material aspects, we cannot assure you that such laws and regulations will not be amended in the future, subjecting us to more burdensome compliance cost. As of the Latest Practicable Date, we had civil air defense areas with an aggregate GFA of approximately 3,499 sq.m. under development, which are primarily used or to be used for car parks, representing an insignificant portion of our property portfolio. We consider such properties as non-saleable GFA.

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Our future acquisitions may not be successful.

To grow our business scale and enter into new markets, we plan to evaluate opportunities to acquire other property developers specialized in industry properties and other businesses that are complementary to our existing business and integrate their operations into our business. However, we cannot assure you that we will be able to identify suitable opportunities. Even if we manage to identify suitable opportunities, we may not be able to complete the acquisitions on terms favorable or acceptable to us in a timely manner, or at all. The inability to identify suitable acquisition targets or complete acquisitions could materially and adversely affect our competitiveness and growth prospects.

Acquisitions that we complete also involve uncertainties and risks, including, without limitation:

• inability to apply our business model or standardized business processes on the acquisition targets;

• failure to achieve the intended business expansion or optimization objectives, benefits or revenue-enhancing opportunities;

• assumption of debt and liabilities of the acquired companies, some of which may not have been revealed during the due diligence process; and

• diversion of resources and management attention.

In addition, we may need to recognize impairment losses for goodwill recorded in connection with our historical acquisitions if our acquisitions failed to achieve its intended results.

We intend to acquire the controlling equity interests in companies holding land use rights as a means of expanding our business and land bank. However, we may face strong competition during the acquisition process and we may not be successful in selecting or valuing target companies or their land appropriately. As a result, we may be unable to complete such acquisitions at reasonable cost, or at all. In addition, we may have to allocate additional capital and human resources to integrate the acquired business into our operations. We also cannot assure you that the integration of any acquired company will be successfully completed within a reasonable period of time, or at all, or that it will generate the economic benefit that we expected.

We may be subject to fines due to the lack of registration of our leases.

Pursuant to relevant PRC regulations, parties to a lease agreement are required to file the lease agreements for registration and obtain property leasing filing certificates for their leases. As of the Latest Practicable Date, we leased 34 properties mainly for our offices and marketing exhibition centers, and failed to register 17 lease agreements as the tenant. See “Business—Properties for Our Own Use and Leased Properties.” We may be required by relevant local governments to file the lease agreements to complete the registration formalities and may be subject to a fine for non-registration within the prescribed time limit, which may

–47– 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. RISK FACTORS range from RMB1,000 to RMB10,000 per lease agreement. The registration of these lease agreements to which we are a party requires additional steps to be taken by the respective other parties to the lease agreement which are beyond our control. We cannot assure you that the other parties to our lease agreements will be cooperative and that we can complete the registration of these lease agreements and any other lease agreements that we may enter into in the future.

We have mortgaged certain properties and pledged shares in certain subsidiaries to secure our borrowings.

We have mortgaged certain of our properties, and pledged shares in certain subsidiaries to secure some of our general banking facilities. If we default on such banking facilities, the lenders may foreclose such properties we mortgage and shares in subsidiaries we pledge. Although the terms of our indebtedness limits our ability to do so, we cannot assure you that we will not mortgage our properties or pledge shares in subsidiaries to secure our borrowings in the future. Nor can we assure you that we will not default on any of our borrowings in the future.

We guarantee mortgage loans of our customers and may be liable to borrowers or the mortgagee banks if our customers default on their mortgage payments.

In line with market practice in the PRC according to JLL, we have arrangements with various banks for the provision of mortgage financing and, where required, provide our customers with guarantees as security for mortgage loans. Typically, our guarantee obligations for such customers’ mortgage loans are released upon the earlier of (i) the satisfaction of the mortgage loan by the purchaser of the property; and (ii) the issuance of the property ownership certificate for the mortgaged property. If a purchaser defaults on a mortgage loan guaranteed by us we may have to repay the mortgage loan. If we fail to do so, the mortgagee bank may foreclose the underlying property and recover any balance from us as the guarantor of the defaulted mortgage loan. In line with industry practice, we rely on the credit analysis performed by the mortgagee banks in respect of individual customers and we do not conduct any independent credit checks on them.

As of December 31, 2020, our guarantees given to banks in connection with facilities granted to purchasers of our properties amounted to RMB2,275.8 million. If any material default by our customers occurs on such loans, we may be required to honor our guarantees and our results of operations and financial position may be materially and adversely affected.

We may not have adequate insurance coverage to cover all risks related to our business.

We do not carry comprehensive insurance against all potential losses or damages with respect to our properties before their delivery to customers nor do we maintain insurance coverage against liability from tortious acts, property damage or personal injury relating to the construction and maintenance of our properties. Although we expect our third-party construction companies to maintain appropriate insurance coverage, we cannot assure you that their insurance would cover or be sufficient to satisfy all claims, or that we would not be sued or held liable for damages notwithstanding their insurance coverage. Moreover, there are certain losses for which insurance is not available on commercially practicable terms in China, such as losses suffered due to earthquake, typhoon, flooding, war and civil disorder. If we suffer from any losses, damages or liabilities in the course of our business, we may not have sufficient financial resources to cover such losses, damages or liabilities or to satisfy our related obligations. Any payment we make to cover any losses, damages or liabilities may have a material and adverse effect on our business, results of operations and financial condition.

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We may not be able to complete our development projects according to schedule or on budget.

A property development project requires substantial capital expenditures prior to and during the construction period, and it may take over a year before a development generates positive cash flow through pre-sales or sales. The progress of, and costs for, a development project can be adversely affected by many factors, including:

• changes in market conditions, an economic downturn or a decline in consumer confidence;

• delays in obtaining necessary licenses, permits or approvals from government agencies or authorities;

• relocation of existing residents and demolition of existing structures;

• increases in the market prices of raw materials if we cannot pass on the increased costs to customers;

• shortages of materials, equipment, contractors and skilled labor;

• latent soil or subsurface conditions and latent environmental damage requiring remediation;

• unforeseen engineering, design, environmental or geographic problems;

• labor disputes;

• construction accidents;

• natural disasters;

• adverse weather conditions;

• changes in government practices and policies, including reclamation of land for public works or facilities; and

• other unforeseen problems or circumstances.

Our property projects are at risk from earthquakes, floods and other natural disasters in the regions where we operate. Damage to any of our properties or impact on the markets, whether by natural disasters or otherwise, may either delay or preclude our ability to develop and sell our properties or adversely affect our budget for the projects. We cannot assure you that we will not experience significant delays in completion or delivery of our projects or subject to liability for any such delays. Furthermore, our budget for property projects is prepared on the basis of our historical records and our management’s present estimates, which are subject to various risks, assumptions and uncertainties. Though we regularly review and verify the costs incurred for our projects, there is no assurance that the actual development costs will not deviate from our initial estimates and exceed respective budget. Construction delays or failure

–49– 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. RISK FACTORS to complete construction of a project according to its planned specifications, schedule or budget may materially and adversely affect our reputation, business, results of operations and financial condition.

Our profitability and results of operations are affected by changes in interest rates.

As of December 31, 2020, certain of our bank and other borrowings were charged at floating interest rates. Changes in interest rates have affected and will continue to affect our financing costs and, ultimately, our results of operations. In April 2006, PBOC raised the benchmark one-year lending rate from 5.58% to 5.85% and in August 2006 further increased such rate to 6.12%. PBOC again increased the one-year lending rate six times in 2007 from 6.12% to 7.47% in December 2007. Beginning in 2008, PBOC decreased the benchmark one-year lending rate five times, from 7.47% to 5.31% in December 2008, which remained unchanged until October 2010. The one-year lending rate increased to 5.81% as of December 31, 2010, increased to 6.06% effective from February 9, 2011, increased to 6.31% effective from April 6, 2011 and increased to 6.56% effective from July 7, 2011. This rate has since been reduced twice in 2012 to 6.00% in light of signs of slowing economic growth. The benchmark one-year lending rate as of December 31, 2017 was 4.35%. As commercial banks in China link the interest rates on their loans to benchmark lending rates published by PBOC, any further increase in such benchmark lending rates will increase the interest costs for our developments.

A substantial portion of our interest expense has been capitalized as part of the cost of properties under development, which is recognized in our combined statements of profit or loss and other comprehensive income as cost of sales upon the sale of properties. As a result, such capitalized interest expense may adversely affect our gross profit margin upon the sales of properties in future.

In addition, increases in interest rates may affect our customers’ ability to secure mortgages on acceptable terms, which in turn may affect their ability to purchase our properties.

We may have to compensate our customers if we fail to meet all requirements for the delivery of completed industrial properties and the issuance of property ownership certificates.

According to the relevant PRC law, property developers must meet various requirements within 90 days after the delivery of property or such other time period that may be provided in the relevant sales and purchase agreement to assist a purchaser in obtaining the property ownership certificate. We generally elect to specify the deadline to apply for a property ownership certificate in our customized development or pre-sale contracts to allow sufficient time for the application and approval process. Within three months of the date of the completion certificate for a development or other time period as prescribed in our customized-development contracts, we must apply for a general property ownership certificate for the entire development. This involves, among other things, the submission of a number of documents, including land use rights documents, planning approvals and construction permits. Following the effective date of our customized development or pre-sale contract for one or more units in a development, we then assist the purchaser to apply for a property ownership certificate for each unit. This involves submission of other documents, including the customized-development or pre-sale contract, identification documentation for the purchaser, evidence of payment of deed tax and a copy of the general property ownership certificate issued to us. Delay by a purchaser

–50– 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. RISK FACTORS in providing the documents relating to the purchaser, or delay by the various administrative authorities in reviewing the relevant application document, as well as other factors beyond our control, may affect timely delivery of the relevant property ownership certificate. Under current PRC laws and regulations and under our customized development or pre-sale contracts, we are required to compensate our customers for delays in delivery caused by us of property ownership certificates. We cannot assure you that delays in delivery caused by us of the required property ownership certificates will not occur. Significant delays with respect to one or more of our developments may materially and adversely affect our reputation, business, results of operations and financial condition.

The PRC Government may impose fines on us or take back our land if we fail to develop a property according to the terms of the land grant contract.

Under current PRC laws and regulations, if we fail to develop a property according to the terms of the land grant contract, including terms relating to the payment of land premium, demolition and resettlement costs and other fees, the specified use of the land, the time for commencement and completion of the development and in particular, specific target industries to be introduced into our industrial parks and minimum output value and tax income to be generated by our potential corporate customers as set out in our certain land grant contracts, the PRC Government may issue a warning, impose a penalty, and/or take back our land. See “Business—Land Acquisition—Land Acquisition Methods.” In addition, if we fail to pay any outstanding land grant premium on time, we may be subject to a late payment penalty for every day of delay in payment. The PRC Government may also impose an idle land fee equal to 20% of the land premium or allocation fees if (i) we do not commence construction for more than one year after the date specified in the relevant land grant contract, (ii) total constructed GFA is less than one-third of the total proposed GFA for the development, or (iii) the capital invested in the development is less than one-fourth of the total investment approved for the development and the development is suspended for more than one year without governmental approval. Furthermore, the PRC Government has the authority to take back the land, without compensation to us, if we do not commence construction for more than two years after the date specified in the land grant contract, unless the delay is caused by force majeure or governmental action. This policy was reinforced in the Notice on Promoting the Saving and Intensification of Use of Land《國務院關於促進集約節約用地的通知》 ( ) promulgated by the State Council on January 3, 2008. This notice states, among other things, that the Ministry of Land and Resources and other authorities are required to research and commence the drafting of implementation rules concerning the levy of land appreciation fees on idle land. Furthermore, the Ministry of Land and Resources issued a Notice on Restricting the Administration of Construction Land and Promoting the Use of Approved Land《關於嚴格建設用地管理促進批而未用土地利用的通知》 ( )in August 2009, which reiterates the current rules on idle land.

On June 1, 2012, the Ministry of Land and Resources revised and promulgated the (Measure for the Disposal of Idle Land)《閒置土地處置辦法》 ( ), which further clarified the scope and definition of idle land, as well as the corresponding punitive measures. Pursuant to the Measures for the Disposal of Idle Land, if a parcel of land is deemed to constitute idle land by the competent department of land and resources, unless otherwise prescribed by the new Measures for the Disposal of Idle Land, the land shall be disposed of in the following ways:

• where the land has remained idle for more than one year, the competent department of land and resources at the municipal or county level shall, with the approval of the

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peoples government at the same level, issue a Decision on Collecting Charges for Idle Land to the holder of the right to use the land and collect the charges for idle land at the rate of 20% of the land assignment or allocation fee; and the said charges for idle land shall not be included in the production cost by the holder of the land use rights; and

• where the land has remained idle for more than two years, the competent department of land and resources at the municipal or county level shall, with the approval of the peoples government at the same level, issue a Decision on Recovering the Right to Use the State-owned Land for Construction Use to the holder of the land use rights and recover the right to use the State-owned construction land without compensation.

We cannot assure you that there will be no significant delays in the commencement of construction or the development of our properties in the future, or that our developments will not be subject to idle land penalties or be taken back by the government as a result of such delays. The imposition of substantial idle land penalties could have a material and adverse effect on our business, results of operations and financial condition. If any of our land is taken back by the government, we would not only lose the opportunity to develop the property, but we would also lose our prior investments in the development, including land premiums paid and costs incurred prior to the date in connection with such land.

The global economic slowdown and financial market turmoil may negatively affect, our results of operations, business and our ability to obtain necessary financing for our operations.

The outlook for the world economy and financial markets remains uncertain. In Europe, several countries are facing difficulties in refinancing sovereign debt. In the United States, the unemployment rate may remain relatively high. 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, or both. In the Middle East, political unrest in various countries has resulted in economic instability and uncertainty. China’s economic growth may slow down due to weakened exports. The United Kingdom (the “UK”) ceased to be a member of the European Union (the “EU”) on January 31, 2020 (“Brexit”). During the period from that date to December 31, 2020, certain transitional arrangements were in effect, such that the UK continued to be treated, in most respects, as if it were still a member of the EU, and generally remained subject to EU law. On December 24, 2020, the EU and the UK reached an agreement in principle on the terms of certain agreements and declarations governing the ongoing relationship between the EU and the UK, including the EU-UK Trade and Cooperation Agreement (the “TCA”). On December 29, 2020, the Council of the European Union adopted a decision authorizing the signature of the TCA and its provisional application in the EU for a limited period (the “Provisional Period”), pending ratification of the TCA by the European Parliament. The TCA was subsequently signed on behalf of the EU on December 30, 2020; and the Provisional Period commenced on January 1, 2021, and is expected to end no later than April 30, 2021. Legislation to implement the TCA in the UK came into effect beginning on December 31, 2020. However, the TCA is limited in its scope to primarily the trade of goods, transport, energy links and fishing, and uncertainties remain relating to certain aspects of the UK’s future economic, trading and legal relationships with the EU and with other countries. In addition, it is

–52– 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. RISK FACTORS possible that the TCA may not be ratified by the European Parliament prior to the end of the Provisional Period, or at all, which would lead to further uncertainty as to the nature and terms of any subsequent relationships between the EU and the UK, and disruption may arise as a result. The actual or potential consequences of Brexit, and the associated uncertainty, could adversely affect economic and market conditions in the UK, in the EU and its member states and elsewhere, and could contribute to instability in global financial markets.

Furthermore, China’s economic growth may also slow down due to weakened exports as a result of tariffs and trade tensions between the U.S. and China. In 2018 and 2019, the U.S. government, under the administration of President Donald J. Trump, imposed several rounds of tariffs on cumulatively US$550 billion worth of Chinese products. The Chinese government responded with tariffs on cumulatively US$185 billion worth of U.S. products. In addition, in 2019, the U.S. government restricted certain Chinese technology firms from exporting certain sensitive U.S. goods. The Chinese government lodged a complaint in the World Trade Organization against the U.S. over the import tariffs in the same year. The trade tensions created substantial uncertainties and volatilities to global markets. On January 15, 2020, the U.S. and Chinese governments signed the U.S.-China Economic and Trade Agreement (the “Phase I Agreement”). Under the Phase I Agreement, the U.S. agreed to cancel a portion of tariffs imposed on Chinese products, China promised additional purchases of U.S. goods and services, and both parties expressed a commitment to further improving various trade issues. Despite such agreement, it remains to be seen whether the Phase I Agreement will be abided by both governments and successfully reduce trade tensions. If either government violates the Phase I Agreement, it is likely that enforcement actions will be taken and trade tensions will escalate. Furthermore, additional concessions would be necessary to reduce trade tensions between the U.S. and China and the U.S. government’s approach, under the new administration of President Joseph R. Biden, towards China remains to be seen. The roadmap to the comprehensive resolution of such trade tensions remains unclear, and the lasting impact it may have on China’s economy and the China real estate industry remains uncertain. Should the trade tensions between the U.S. and the China begin to materially impact the China economy, the purchasing power of our customers in the China would be negatively affected. Any severe or prolonged slowdown or instability in the global or China’s economy may materially and adversely affect our business, financial condition and results of operations.

These and other issues resulting from the global economic slowdown and financial market turmoil may adversely affect small- to mid-sized enterprises, especially those that are export-oriented, leading to a decline in the general demand for industrial properties. In addition, any further tightening of liquidity in the global financial markets may negatively affect our liquidity. Therefore, if the global economic slowdown and turmoil in the financial markets crisis continue, our business, financial condition and results of operations may be negatively affected.

Our success depends on the continued services of our senior management team.

Our future success depends heavily upon the continuing services of our executive directors and members of our senior management team, in particular, the chairman of our Board, Mr. Chen. Many members of our senior management team are experienced in industrial park development and operation in the PRC. If one or more of our senior executives or other personnel are unable or unwilling to continue in their present positions, we may not be able to

–53– 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. RISK FACTORS replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Moreover, along with our steady growth and expansion into other regional markets in China, we will need to employ, train and retain additional suitable skilled and qualified management and employees from a wider geographical area. If we cannot attract and retain suitable personnel, our business and future growth may be materially and adversely affected.

We may be involved from time to time in disputes, administrative, legal and other proceedings arising out of our operations and may face significant liabilities or damage to our reputation as a result.

We may be involved in disputes with various parties involved in the construction, development and the sale of our properties, including contractors, suppliers, construction workers, original owners and residents, partners and purchasers. These disputes may lead to protests, legal or other proceedings and may result in damage to our reputation, incurrence of substantial costs and the diversion of resources and management’s attention. As most of our projects are comprised of multiple phases, purchasers of our properties in earlier phases may file legal actions against us if our subsequent planning and development of the relevant project is perceived to be inconsistent with our representations and warranties made to such earlier purchasers. These disputes and legal and other proceedings may materially and adversely affect our reputation, business, results of operations and financial condition. See “Business—Legal Proceedings and Compliance—Legal Proceedings” in this document.

In addition, we may have compliance issues with regulatory bodies in the course of our operations, which may subject us to administrative proceedings and unfavorable decrees that result in liabilities and cause delays to our property developments. In the past, we have been penalized, such as by payment of a fine, or reprimanded by regulatory bodies. While these have not caused any material adverse effect on our business, there can be no assurances that any future failure on our part to comply with applicable laws or regulations would not result in more serious penalties. Although we have implemented internal control policies to ensure compliance with PRC and other applicable anti-corruption laws and other applicable laws and regulations, we cannot assure you that our internal control can effectively prevent any such non-compliance committed by our officers, employees or other agents. Any failure by us, our executive officers, employees and other agents to fully adhere to the PRC or other applicable anti-corruption laws or any failure to comply with other applicable laws or regulations could materially and adversely affect our reputation and our business, results of operations and financial condition.

Our business, results of operations, financial condition and prospects may be adversely affected as a result of negative media coverage relating to us or the property market in which we operate.

We may be subject to and associated with negative publicity, including those on the Internet, with respect to our corporate affairs and conduct related to our personnel. The industrial property market in which we operate may also be subject to negative reports or criticisms by various media, including in relation to incidents of fraud and bribery. We make no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication. Nonetheless, any negative coverage, whether or not related to us or

–54– 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. RISK FACTORS our related parties and regardless of truth or merit, may have an impact on our reputation and, consequently, may undermine the confidence of our customers and investors, which may in turn materially and adversely affect our business, results of operations, financial condition and prospects.

We are subject to legal and business risks and our business may be adversely affected if we fail to obtain or maintain the required qualification certificates and other requisite government approvals.

Due to different regulatory requirements of industrial park development in different regions of PRC, certain our regional companies must hold a valid qualification certificate to develop industrial properties. In addition, at various stages of project development, the PRC property developer must also obtain various licenses, certificates, permits and approvals from the relevant PRC administrative authorities, including land use rights certificates, land use planning permits, construction planning permits, construction permits, pre-sale permits and certificates or confirmation of completion.

According to the Provisions on Administration of Qualifications of Real Estate Developers (《房地產開發企業資質管理規定》) issued by the then PRC Ministry of Construction on March 29, 2000 and as amended on May 2015, a newly established property developer must first apply for a provisional qualification certificate with a one-year validity, which can be renewed annually for not more than two consecutive years. If, however, the newly established property developer fails to commence a property development project within the one-year period following the provisional qualification certificate, it will not be allowed to extend the term of its provisional qualification certificate. Developers with longer operating histories must submit their qualification certificates to relevant construction administration authorities for review annually. Government regulations require developers to fulfill all statutory requirements before they may obtain or renew their qualification certificates.

And at local levels, some regulatory authorities believe that the provisions above are not applicable to the industrial property development, and the relevant regional companies are not requested to hold qualifications of real estate developers to develop industrial parks.

We conduct our property developments through regional companies. Our certain regional companies must hold valid qualification certificates to be able to conduct their businesses according to local regulatory requirements. Historically, we were not imposed fines by local governments for failure to obtain certain permits with respect to property development projects. We cannot assure you that our regional companies will be able to obtain or renew the necessary qualification certificates in a timely manner, or at all. If any of our those regional companies does not obtain or renew the necessary qualification certificate in a timely manner, or at all, our prospects, and our business, results of operations and financial condition may be materially and adversely affected.

In addition to the above, we cannot assure you that we will not encounter significant problems in satisfying the conditions to, or delays in, the issuance of qualification certificates, other necessary licenses, certificates, permits or approvals. There may also be delays on the part of the administrative bodies in reviewing and processing our applications and granting licenses, certificates, permits or approvals. If we fail to obtain the necessary governmental licenses,

–55– 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. RISK FACTORS certificates, permits or approvals for any of our major property projects, or a delay occurs in the government’s examination and review process, our development schedule and our sales could be substantially delayed, resulting in a material and adverse effect on our business, results of operations and financial condition.

We may be involved in intellectual property disputes and claims.

We currently hold one trademark in Hong Kong, one domain name and other intellectual property rights. We rely on and expect to continue to rely on a combination of confidentiality and license agreements, as well as trademark and domain name and other intellectual property protection laws, to protect our proprietary rights. See “Business—Intellectual Property Rights.” Nevertheless, these measures afford limited protection. Policing unauthorized use of proprietary information can be difficult and expensive. In addition, enforceability, scope and validity of laws governing intellectual property rights in the PRC are uncertain and still evolving, and could involve substantial risks to us. To our knowledge, the relevant authorities in the PRC historically have not protected intellectual property rights to the same extent as most developed countries. If we were unable to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights, it could have a material adverse effect on our business, results of operations and financial position.

Moreover, we may become subject to claims from competitors or third parties alleging intellectual property infringement in our ordinary course of business from time to time. Any claims or legal proceedings brought against us in relation to such issues, with or without merit, could result in substantial costs and divert capital resources and management attention. In the event of an adverse determination, we may be compelled to pay substantial damages or to seek licenses from third parties and pay ongoing royalties on unfavorable terms. Moreover, regardless of whether we prevail, intellectual property disputes may damage our brand value and reputation in the view of current and potential customers and within our industry.

Increase in resettlement costs or similar costs associated with certain property developments may materially and adversely affect our business, financial condition and results of operations.

Land parcels acquired by property developers for future development may have existing buildings or other structures or may be occupied by third parties. During the Track Record Period, we have not recognized any demolition of existing buildings or other structures on the land parcels we acquired for the development of industrial parks, but we may encounter such challenge in the future. Where land is obtained from the PRC Government, resettlement or similar costs are usually included in the land premium payable. Local governments are required to enter into written agreements with the owners of properties subject to demolition and to provide compensation for their relocation and resettlement costs. The compensation payable by local governments cannot be lower than the market value of similar properties at the time of expropriation. If the compensation paid by local governments increases significantly due to increases in property market prices, the land premiums payable by us may be subject to substantial increases, which could adversely affect our business, results of operations and financial condition. In addition, any delay or difficulty in the resettlement process may cause a delay in the delivery of land to us, in whole or in part, and may require an increase in the fees payable in connection with the resettlement process. In addition, if a local government fails to reach an agreement over compensation with the owners of the buildings subject to demolition, it

–56– 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. RISK FACTORS may unilaterally decide on a compensation plan for such owners, but the owners have the right to file for administrative review with relevant local governments or initiate lawsuits, which may delay a project’s timetable. Such delays may lead to an increase in cost and a delay in the expected cash inflow resulting from customized development or pre-sales of the relevant projects. If we experience an increase in resettlement costs or experience delay due to our inability to reach a resettlement agreement, our business, financial condition and results of operations may be materially and adversely affected.

Accidents in our business may expose us to liabilities and reputational risk.

Accidents may occur in the ordinary course of our business. Hence, we are exposed to risks in relation to work safety, including but not limited to claims for injuries, fatalities or otherwise, sustained by our employees or sub-contractors, such that they may also damage our reputation within the industrial park development industry. We may also experience business disruptions and be required to implement additional safety measures or modify our business model because of governmental or other investigations. To the extent that we incur additional costs, we may suffer material adverse effects to our business, financial position, results of operations and brand value. In addition, we are exposed to claims that may arise due to employees’ or third-party sub-contractors’ negligence or recklessness when performing repair and maintenance services. We may be held liable for the injuries or deaths of employees, sub-contractors, residents or others. We may also experience interruptions to our business and may be required to change the manner in which we operate because of governmental investigations or the implementation of safety measures upon occurrence of accidents. Any of the foregoing could adversely affect our reputation, business, financial position and results of operations.

Increasing competition in the industrial park development and operation industry in cities where we operate, may adversely affect our business and financial condition.

The manufacturing industrial park development and operation market in the PRC has been highly competitive. We face competition from a number of industrial park developers and operators. Our existing and potential competitors include professional developers and operators, government platform enterprises, manufacturing enterprises industrial branches of tertiary educational institutes and others. Some of them may have greater marketing, financial, technical or other resources than us and greater economies of scale, broader name recognition and more established relationships in the market. In recent years, a large number of property developers have undertaken industrial park development and operation projects in cities where we operate. We may seek to further enhance our market presence in these cities amid intense competition. Competition among industrial park developers and operators may cause increases in land premiums and raw material costs, shortages in quality construction contractors, surpluses in industrial property supply leading to decreased industrial property prices, delays in the issuance of government approvals and permits, and higher costs to attract or retain talented employees.

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In addition, the manufacturing industrial park development and operation market in the PRC are rapidly changing. If we cannot respond to changes in market conditions in the PRC, or changes in customer preferences more swiftly or more effectively than our competitors, our business, results of operations and financial condition could be adversely affected.

We may be subject to fines for failure to sufficiently contribute to social insurance and housing provident funds on behalf of some of our employees, and we may incur additional social insurance contributions because of the plan effective from January 1, 2019.

In accordance with applicable PRC laws and regulations, we are obliged to contribute to social insurance and housing provident funds for our employees. During the Track Record Period, we did not make full contributions to social insurance and housing provident funds for certain employees primarily due to the inconsistent implementation or interpretation of the relevant PRC laws and regulations by local governments and lack of correct understanding of such relevant laws and regulations by certain administrative personnel handling the social insurance and housing provident fund contributions in our subsidiaries. In 2018, 2019 and 2020, we made provisions in the amounts of RMB6.4 million, RMB1.9 million and nil, respectively. See “Business—Employees.”

As advised by our PRC Legal Advisors, under the Social Insurance Law of the PRC《中華 ( 人民共和國社會保險法》) we may be required by relevant PRC authorities to pay outstanding social insurance contributions by a stipulated deadline, and may be liable to a late payment fee equal to 0.05% of the outstanding amount for each day of delay. We may also be subject to a fine of one to three times the amount of the outstanding contributions if we fail to pay. Our PRC Legal Advisors have also advised us that under the relevant PRC laws and regulations, we may be ordered to pay the outstanding housing provident fund contributions within a prescribed time period, and may be subject to compulsory enforcements if we fail to make such payments. If relevant local governments exercise their enforcement options described above due to our historical or future failure to make full contribution to social insurance and housing provident funds on behalf of our employees, our results of operations and financial condition may be materially and adversely affected. We cannot assure you that the relevant local governments will not require us to pay the outstanding amount within a specific time limit or impose late or additional fees or fines on us. As such, we may be subject to late fees and/or fines for our insufficient contributions to the social insurance plans and housing provident fund if we fail to rectify within the prescribed deadlines. As of the Latest Practicable Date, we had not been subject to any penalty for inadequate contributions nor did we receive any notice from the relevant local governments requiring us to rectify the shortfall. We cannot assure you that the relevant local governments will not require us to pay the outstanding amount within a specific time limit or impose late or additional fees or fines on us, which may materially and adversely affect our financial condition and results of operation.

On July 20, 2018, China’s Central Committee and the State Council released the Reform Plan on the National and Local Taxation Collection and Management System (the “Taxation Collection Reform Plan”). Effective from January 1, 2019, the plan places the responsibility of calculating and collecting social insurance premiums solely with the tax bureau, which is expected to improve social insurance compliance since the tax bureau is better resourced to monitor and collect contributions. The full impact of the Taxation Collection Reform Plan is still

–58– 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. RISK FACTORS uncertain. We may incur additional cost to comply with this plan and may be required by the tax bureau to make additional social insurance contributions, which may have a material adverse impact on our business, financial condition and results of operations.

The total GFA of some of our developments may exceed the original permitted GFA and we may not be able to obtain the acceptance and compliance form of construction completion.

The permitted total GFA for a particular development is set out in various governmental documents issued at various stages of construction. In many cases, the underlying land grant contract will specify the permitted total GFA. Total GFA is also set out in the relevant urban planning approvals and various construction permits. If constructed total GFA exceeds the permitted total, or if the completed development contains built-up areas that the authorities believe to be in unconformity with the approved plans as set out in relevant construction works planning permit, we may not be able to obtain the acceptance and compliance form of construction completion (竣工驗收備案表) for the development, and as a consequence, we would not be in a position to deliver individual units to purchasers or to recognize the related pre-sale proceeds as revenue. We may also be subject to liability to purchasers under our customized development or pre-sale contracts.

We cannot assure you that constructed total GFA for each of our existing projects under development or any future property developments will not exceed permitted total GFA for that development, or that the authorities will not determine that all built-up areas conform to the plans approved as set out in the construction permit. Moreover, we cannot assure you that we would have sufficient funding to pay for any corrective action that may be required in a timely manner, or at all. Any of these circumstances may materially and adversely affect our reputation, business, results of operations and financial condition.

We rely principally on dividends paid by our subsidiaries, joint ventures and associates to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to pay dividends to us could have a material and adverse effect on our ability to conduct our business and pay dividends.

We are a holding company incorporated in the Cayman Islands and operate our core businesses through our subsidiaries, joint ventures and associates in the PRC. Therefore, the availability of funds to pay dividends to our Shareholders largely depends upon dividends received from such subsidiaries, joint ventures and associates. The ability of our subsidiaries, joint ventures and associates to pay dividends or other distributions may be subject to their earnings, financial position, cash requirements and availability, applicable laws and regulations and restrictions on making payments to us contained in financing or other agreements. If any of our subsidiaries, joint ventures or associates incurs indebtedness in its own name, the instruments governing the indebtedness may restrict dividends or other distributions on its equity interest to us. These restrictions could reduce the amount of dividends or other distributions that we receive from such entities, which might in turn restrict our ability to fund our business operations and pay dividends to our Shareholders. In addition, their declaration of dividends will be at the absolute discretion of the boards and shareholders of our subsidiaries, joint ventures and associates.

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Furthermore, payments of dividends by our subsidiaries, joint ventures and associates are subject to restrictions under PRC laws. In addition, our subsidiaries, joint ventures or associates may be restricted from making distributions to us due to restrictive covenants contained in agreements, such as bank credit facilities and joint venture agreements, to which they may be subject. Any of the above-mentioned factors may affect our ability to pay dividends and to service our indebtedness. As we expect to continue to invest in subsidiaries, joint ventures and associates for the development of property projects, our liquidity may be further restricted if we are not able to receive dividends from our existing or future subsidiaries, joint ventures or associates, which could materially and adversely affect our ability to conduct our business.

Disputes with joint venture and associate partners or our project development partners may adversely affect our business.

As of February 28, 2021, one of our projects was developed by our associate. We plan to develop certain projects jointly with other entities through joint ventures, associates or cooperation agreements in the future. This being said, our joint venture, associate or project development partners may:

• have economic or business interests or goals that are inconsistent with ours;

• take actions contrary to our instructions or requests or contrary to our policies or objectives;

• be unable or unwilling to fulfill their obligations under the relevant joint venture, associate or cooperation agreements; or

• have financial difficulties.

Additionally, a disagreement with any of our joint venture, associate or project development partners in connection with the negotiation and finalization of our joint venture agreement, the scope or performance of our respective obligations under the project or joint venture, associate or cooperation arrangement could affect our ability to develop or operate a property. Our joint venture, associate or project development partners may be unable or unwilling to perform their obligations under the relevant agreements, including their obligation to make required capital contributions and shareholder loans, whether as a result of financial difficulties or otherwise. A material dispute with our joint venture, associate or project development partners may adversely affect our business, financial condition and results of operations.

Should a situation arise in which we cannot complete a project being jointly developed with our joint venture, associate or property development partners, due to one of the above reasons or for any other reason, the rights and obligations of each party with respect to the uncompleted project will be determined by the relevant joint venture, associate or cooperation agreements. If such agreements are silent or inconclusive with regard to such rights and obligations, the resolution of any dispute may require arbitration or, litigation, which could have an adverse effect on our business, results of operations and financial condition. See “—Risks Relating to Our Business and Industry—We may be involved from time to time in disputes, administrative, legal and other proceedings arising out of our operations and may face significant liabilities or damage to our reputation as a result.”

In the event that we encounter any of the foregoing problems with respect to our joint venture, associate or project development partners, our business, financial condition and results of operations may be materially and adversely affected.

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There are uncertainties about the recoverability of our deferred tax assets, which could adversely affect our results of operations.

We recorded deferred tax assets of RMB62.0 million, RMB153.3 million and RMB226.6 million, respectively, as of December 31, 2018, 2019 and 2020. We periodically assess the probability of the realization of deferred tax assets, through examinations and estimates with respect to, among other things, historical operating results, expectations of future earnings and tax planning strategies. In particular, deferred tax assets can only be recognized to the extent that it is probable that future taxable profits will be available against which the unused tax credits can be utilized. However, there is no assurance that our expectation of future earnings could be accurate due to factors beyond our control, such as general economic conditions and negative development of the regulatory environment, in which case, we may not be able to recover our deferred tax assets which thereby could have an adverse effect on our results of operations.

There are uncertainties about the recoverability of our prepaid taxes and other tax recoverable, amounts due from non-controlling shareholders of the subsidiaries, prepayments for acquisition of land use rights.

There are uncertainties about the recoverability of our prepaid taxes and other tax recoverable, amounts due from non-controlling shareholders of the subsidiaries and prepayments for acquisition of land use rights. Prepaid taxes and other tax recoverables primarily represent prepaid VAT and other surcharges with respect to pre-sale of our property projects. We had prepaid taxes and other tax recoverables of RMB59.0 million, RMB131.9 million and RMB259.2 million as of December 31, 2018, 2019 and 2020, respectively.

Amounts due from non-controlling shareholders of the subsidiaries represent non-interest-bearing cash advances made by our non-wholly owned subsidiaries to the non-controlling shareholders who are Independent Third Parties from time to time before the final distribution of the profits from properties projects. We had amounts due from non-controlling shareholders of the subsidiaries of nil, RMB13.6 million and RMB57.1 million as of December 31, 2018, 2019 and 2020, respectively. Prepayments for acquisition of land use rights represent the land premium deposits we paid for land parcels acquired through public tenders, auctions and listing-for-sale. We recorded such prepayments for acquisition of land use rights of RMB161.1 million, RMB219.5 million and RMB396.4 million as of December 31, 2018, 2019 and 2020, respectively. See “Financial Information—Discussion of Certain Combined Statement of Financial Position Items—Prepayments, Deposits and Other Receivables” and note 21 to the Accountants’ Report included in Appendix I to this document.

We conduct assessments on the recoverability of prepaid taxes and other tax recoverables, amounts due from non-controlling shareholders of the subsidiaries and prepayments for acquisition of land use rights, among others, our historical settlement records, our relationship with relevant counterparties, payment terms, current economic trends and to a certain extent, the larger economic and regulatory environment, which involve the use of various judgments,

–61– 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. RISK FACTORS assumptions and estimates by our management. However, there is no assurance that our expectations or estimates will be entirely accurate for the future, as we are not in control of all the underlying factors affecting such prepayments. Accordingly, there are uncertainties about the recoverability of our prepaid taxes and other tax recoverables, amounts due from non-controlling shareholders of the subsidiaries and prepayments for acquisition of land use rights. Therefore, if we are not able to recover the prepaid taxes and other tax recoverables, amounts due from non-controlling shareholders of the subsidiaries and prepayments for acquisition of land use rights, our financial position and results of operations may be adversely affected.

We may experience failures of or disruptions to our information technology systems.

We rely on our information technology systems to manage key operational functions such as processing financial data and coordinating business operations among the operational teams at the headquarters, regional and city level. However, we cannot assure you that damage or interruptions caused by power outages, computer viruses, hardware and software failures, telecommunication failures, fires, natural disasters, security breaches and other similar occurrences relating to our information systems will not occur going forward. We may incur significant costs in restoring any damaged information technology systems. Failures of or disruptions to our information technology systems, and loss or release of confidential information could cause transaction errors, processing inefficiencies and the loss of customers and sales. We may thus experience material and adverse effects on our business and results of operations.

The terms on which mortgage loans are available, if at all, may affect our sales.

A majority of our customers rely on mortgages to finance their purchases of our plants. An increase in interest rates may significantly increase the cost of mortgage financing and affect the affordability of industrial properties. In addition, the PRC Government and commercial banks may also increase the down payment requirement, impose other conditions or otherwise change the regulatory framework in a manner that would make mortgage financing unavailable or unattractive to potential property purchasers.

The PRC Government has enacted various laws and regulations terms of mortgage financing for our customers, including minimum down payment requirements, minimum mortgage loan interest rates, limitations on pre-sales, and maximum mortgage term lengths. As such, PRC banks have generally tightened mortgage lending since 2013, which had affected demand in the property market in general. If the availability or attractiveness of mortgage financing is further reduced or limited, many of our prospective customers may not be able to purchase our industrial properties and, as a result, our business, liquidity and results of operations could be adversely affected.

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In line with industry practice, we provide guarantees to banks for mortgages they offer to our purchasers up until we complete the relevant property and the property ownership certificates with respect to the relevant properties are issued to our purchasers and the mortgage registrations for the relevant properties have been completed. If there are changes in laws, regulations, policies and practices that would prohibit property developers from providing guarantees to banks in respect of mortgages offered to property purchasers and the banks would not accept any alternative guarantees by third parties, or if no third party is available or willing in the market to provide such guarantees, it may become more difficult for property purchasers to obtain mortgages from banks and other financial institutions during sales and pre-sales of our properties. Such difficulties in financing could result in a substantially lower rate of sale and pre-sale of our industrial properties, which would materially and adversely affect our cash flow, financial condition and results of operations.

The appraised value of our properties may be different from their actual realizable value and are subject to change.

The appraised value of our properties set forth in the property valuation report contained in Appendix III to this document is based on multiple assumptions that include elements of subjectivity and uncertainty. The assumptions, on which the appraised value of our properties and land reserves is based, include that (i) we will develop and complete the projects in a timely manner in accordance with our latest development proposals provided to JLL and set out in the property valuation report contained in Appendix III to this document; (ii) we have obtained or will obtain on a timely basis all approvals from regulators necessary for the development of the projects, which do not allow for any delays, such as those that may be caused by weather or natural disasters, or delays in the timely completion of demolition and relocations; and (iii) we have paid all the land premium and demolition and resettlement costs and obtained all land use rights certificates and transferable land use rights without any obligation to pay additional land premium or demolition and resettlement costs.

Even though JLL adopted valuation methodologies used in valuing similar types of properties when preparing the property valuation report, the assumptions adopted by JLL may be incorrect. As a result, the appraised value of our properties may differ materially from the price we would receive in an actual sale of the properties in the market and should not be taken as their actual realizable value or a forecast of their realizable values. Unforeseeable changes to the development of our property development projects, as well as national and local economic conditions, may affect the value of our properties.

If we fail to obtain the approvals necessary for the development of our projects from regulators, some assumptions used by JLL in appraising the value of our properties will prove inaccurate. Therefore, the appraised value of our properties should not be taken as their actual realizable value or a forecast of their realizable value. Unforeseeable changes to the development of our property development projects as well as national and local economic conditions may affect the value of our property holdings.

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In addition, the appraised value of our investment properties is based on key assumptions including the properties’ market position, levels of reversionary capitalization rate, rent and/or price. Under IFRS, gains or losses arising from changes in the fair value of our investment properties are included in our combined statements of profit or loss and other comprehensive income in the period when they arise. However, fair value gains do not change our overall cash position or our liquidity as long as we continue to hold such investment properties. See “Financial Information—Certain Significant Accounting Policies, Estimates and Judgments—Investment Properties.”

The illiquidity of property investments and lack of alternative uses for investment properties could limit our ability to respond to adverse changes in the performance of our properties.

We strategically retain certain quality industrial properties or dormitories as investment properties to generate rental income or for land appreciation purpose. As of December 31, 2018, 2019 and 2020, we had investment properties amounting to RMB86.9 million, RMB150.0 million and RMB455.0 million, respectively. Our investment property portfolio may expand in the future but the fair value of such properties may fluctuate as at the end of each period. Investment properties are generally illiquid and our ability to sell our investment properties in response to changing economic, financial and investment conditions is limited. We cannot assure you that we will be able to sell any of our investment properties at prices or on terms satisfactory to us, or at all. We cannot predict the time needed to find purchasers to purchase such investment properties. In addition, should we decide to sell an investment property which is subject to a lease agreement, we may have to obtain consent from or pay termination fees to the tenants. We may also incur capital expenditures to manage and maintain our properties, or to correct defects or make improvements to those properties before selling them. We cannot assure you that financing for such expenditures would be available when needed, or at all.

Furthermore, aging of investment properties, changes in economic and financial condition beyond our control, such as changes in interest rates or changes in the competitive landscape in the PRC property market may adversely affect the amount of rental income we generate from, as well as the fair value of our investment properties, either completed or under development. However, our ability to convert any of our investment properties to alternative uses is limited as such conversion requires extensive governmental approvals in the PRC and involves substantial capital expenditures for the purpose of renovation, reconfiguration and refurbishment. We cannot assure you that such approvals and financing can be obtained when needed. Such and other factors that impact our ability to respond to adverse changes in the performance of our investment properties may adversely affect our business, financial condition and results of operations.

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Our financial condition and results of operations may be materially impacted by gains or losses arising from changes in the fair value of our investment properties.

We are required to reassess the fair value of any investment properties that we hold. After initial recognition, investment properties are carried at fair value, representing open market value determined at each reporting date by external appraisers. Fair value is based on active market prices, adjusted, if necessary, for any differences in the nature, location or condition of the specific asset. Gains or losses arising from changes in the fair value of any such investment properties will affect our results of operations in the periods when they arise and the impact may be significant. The fair value gains on our investment properties in 2018, 2019 and 2020 were RMB25.7 million, RMB6.6 million and RMB33.0 million, respectively. We cannot assure you that we can recognize comparable fair value gains in investment properties in the future and we may also recognize fair value losses, which would impact our results of operations for future periods. Fair value gains in investment properties would not change our cash position as long as these properties are held by us, and thus would not increase our liquidity in spite of the increased profit. Nevertheless, fair value losses in investment properties would have a negative effect on our results of operations, even though such losses would not change our cash position as long as these properties are held by us.

We are exposed to risks associated with failing to detect and prevent fraud, negligence or other misconduct (accidental or otherwise) committed by our employees, sub-contractors or third parties.

We are exposed to risks of fraud or other misconduct committed by our employees, subcontractors, agents, customers or other third parties that could subject us to financial losses and sanctions imposed by local governments as well as serious harm to our reputation.

Our management information system and internal control procedures are designed to monitor our operations and overall compliance. However, they may be unable to identify non-compliance and/or suspicious transactions in a timely manner, or at all. Further, it is not always possible to detect and prevent fraud and other misconduct, and the precautions we take to prevent and detect such activities may not be effective. There will therefore continue to be the risk that fraud and other misconduct may occur, including negative publicity as a result, which may have an adverse effect on our business, reputation, financial position and results of operations.

Potential liability for environmental damages could result in substantial cost increases.

We are subject to a variety of laws and regulations concerning the protection of health and the environment. The particular environmental laws and regulations that apply to any given project vary according to the location of the project site, the site’s environmental condition, the present and former uses of the site and the nature and former uses of adjoining properties. Compliance with environmental laws and regulations may result in delays in development, substantial costs and may prohibit or severely restrict project development activity in environmentally sensitive regions or areas. Under PRC laws and regulations, we are required to submit an environmental impact assessment report to the relevant local governments for approval before commencing construction of any project. Although the environmental inspection conducted by the relevant PRC environmental protection agencies to date have not

–65– 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. RISK FACTORS revealed any environmental violations that we believe would have a material adverse effect on our business, results of operations or financial condition, there may be potential material environmental liabilities of which we are unaware. In addition, our operations could result in environmental liabilities or our contractors could violate environmental laws and regulations in their operations that may be attributed to us. See “Business—Social, Health, Work Safety and Environmental Matters” in this document for more information.

The construction business and the property development business are subject to claims under statutory quality warranties.

Under Regulations on the Administration of Quality of Construction Works《建設工程質 ( 量管理條例》), all property development companies in the PRC, including us, must provide certain quality warranties for the properties they construct or sell. We engaged in construction services where we serve as a general contractor for infrastructure projects from local governments and outsource the construction work to subcontractors. We may receive customer claims in relation to the quality of our projects. In addition, we may sometimes receive quality warranties from our third-party contractors with respect to our development projects. If a significant number of claims are brought against us under our warranties and if we are unable to obtain reimbursement for such claims from third-party contractors in a timely manner or at all, we could incur significant expenses to resolve such claims or face delays in correcting the related defects, which could in turn harm our reputation and have a material and adverse effect on our business, financial condition and results of operations.

We recognized interest income from a related party and made an advance to a then subsidiary of us during the Track Record Period.

We recognized interest income from a related party in an amount of nil, RMB9.4 million and nil, respectively, in 2018, 2019 and 2020 in relation to our advance to Qingdao Zhongnan Century City Real Estate Investment Co., Ltd. (青島中南世紀城房地產業投資有限公司) (“Qingdao Zhongnan”), a related party controlled by a Director of us, with a fixed annual interest rate of 15.0%. Such advance and the relevant interests were fully settled in 2020. We made an advance to Weifang Jinqin Real Estate Co., Ltd. (濰坊錦琴房地產開發有限公司), a then subsidiary of us (“Weifang Jinqin”), for its acquisition of a land parcel in Weifang in 2019 for construction of residential properties. We disposed 100.0% equity interests in Weifang Jinqin to Qingdao Zhongnan in 2019 with a consideration of approximately RMB10.2 million, and therefore recognized the advance due from Qingdao Zhongnan with a fixed annual interest rate of 15.0%. See “Financial Information—Description of Certain Combined Statement of Profit or Loss and Other Comprehensive Income—Other Income and Gains”.

Pursuant to Article 61 of the General Lending Provisions (貸款通則) issued by the PBOC, financing arrangements or lending transactions between non-financial institutions are prohibited. Further, pursuant to Article 73 of the General Lending Provisions, the PBOC may impose on the non-compliant lender a fine of one to five times the income received by the lender from such loans. Notwithstanding the General Lending Provisions, the Supreme People’s Court has made new interpretations concerning financing arrangements and lending transactions between non-financial institutions in the Provisions of the Supreme People’s Court on Several Issues concerning the Application of Law in the Trial of Private Lending Cases (最高人民法院關於審理民間借貸案件適用法律若干問題的規定) (the “Judicial Interpretations on Private Lending

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Cases”) which came into effect on September 1, 2015 and was amended on August 20, 2020. According to Article 11 of the Judicial Interpretations on Private Lending Cases, the Supreme People’s Court recognizes the validity and legality of financing arrangements and lending transactions between non-financial institutions so long as certain requirements, such as the interest rates charged, are satisfied. Within the period from the date of settlement of the abovementioned borrowing and up to the Latest Practicable Date, we did not receive any penalties, investigation or notice from relevant competent authorities in relation to such borrowings between related parties. On such basis, as advised by our PRC Legal Advisors (i) such loans were legally binding on the related parties or third parties; and (ii) the risk of us being penalized for the above mentioned borrowing is low. However, in the event that we are ordered by the PBOC to pay the penalties, our financial condition and results of operations may be adversely affected.

The full-fledged levy of value added tax on revenues from a comprehensive list of service sectors may subject our revenues to a higher average tax rate.

Pursuant to the Circular on Comprehensively Promoting the Pilot Program of the Collection of Value-added Tax in Lieu of Business Tax《關於全面推開營業稅改徵增值稅試點的通 ( 知》) issued on March 23, 2016 and implemented on May 1, 2016 (“Circular 36”) by the Ministry of Finance and SAT, effective from May 1, 2016, PRC tax authorities have started imposing value added tax on revenues from various service sectors, including real estate, construction, financial services and insurance, as well as other lifestyle service sectors, to replace the business tax that co-existed with value added tax for over 20 years. Since the issuance of Circular 36, the Ministry of Finance and SAT have subsequently issued a series of tax circulars in March and April 2016 to implement the collection of value added tax on revenues from construction, real estate, financial services and lifestyle services. The value added tax rates applicable to us may be generally higher than the business tax rate we were subject to prior to the implementation of Circular 36. Unlike business tax, the value added tax will only be imposed on added value, which means the input tax incurred from our construction and real estate can be offset from our output tax. However, details of concrete measures are still being formulated in accordance with Circular 36. We are still in the process of assessing the comprehensive impact of the new value added tax regime on our tax burden, our revenues and results of operations, which remains uncertain.

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RISKS RELATING TO CONDUCTING BUSINESS IN THE PRC

PRC economic, political and social conditions, as well as governmental policies, could affect our business and prospects.

All of our major businesses, assets, operations are located in the PRC. Accordingly, our financial condition, results of operations and prospects are, to a significant degree, subject to the economic, political, social and legal conditions in the PRC. The PRC economy differs from that of most developed countries in many respects, including the extent of government involvement, level of economic development, investment control, resource allocation, growth rate and control over foreign exchange. Before its adoption of reform and open-door policies beginning in 1978, the PRC was primarily a planned economy. Since then, the PRC economy has been transitioning to become a market economy with socialist characteristics.

For approximately four decades, the PRC Government has implemented economic reform measures to utilize market forces in the PRC economy. Many of the reform measures are unprecedented or experimental and are likely to be modified from time to time. Other political, economic and social factors may lead to further readjustment or introduction of other reform measures. This reform process and any changes in laws and regulations or the interpretation or implementation thereof in the PRC may have a material impact on our operations or may adversely affect our financial condition and results of operations.

While the PRC economy has grown significantly in recent years, this growth has been geographically uneven among various sectors of the economy and during different periods. We cannot assure you that the PRC economy will continue to grow, or that if there is growth, such growth will be steady and uniform. Any economic slowdown may materially and adversely affect our business. In the past, the PRC Government has periodically implemented a number of measures intended to slow down certain segments of the economy which the PRC Government believed was overheating. We cannot assure you that the various macroeconomic measures and monetary policies adopted by the PRC Government to guide economic growth and allocate resources will be effective in improving the growth rate of the PRC economy. In addition, such measures, even if they benefit the overall PRC economy in the long term, may reduce demand for our properties and therefore could materially and adversely affect our business, financial condition and results of operations.

Changes in government control of currency conversion and in PRC foreign exchange regulations may adversely affect our business operations.

The PRC Government imposes controls on the convertibility between Renminbi and foreign currencies and the remittance of foreign exchange out of China. We receive substantially all our revenue in Renminbi. Under our current corporate structure, our income is primarily derived from dividend payments from our PRC subsidiaries. Our Company and our PRC subsidiaries must convert their Renminbi earnings into foreign currency before they may service their foreign currency-denominated obligations. Under existing PRC foreign exchange regulations, payments of current-account items may be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural requirements.

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Approval from appropriate local governments is required when Renminbi is converted into foreign currencies and remitted out of China for capital-account transactions, such as the repatriation of equity investment in China and the repayment of the principal of loans or debt denominated in foreign currencies. Such restrictions on foreign exchange transactions under capital accounts also affect our ability to finance our PRC subsidiaries. Subsequent to this [REDACTED], we have the choice, as permitted by the PRC foreign investment regulations, to invest our net proceeds from this [REDACTED] in the form of registered capital or a shareholder loan into our PRC subsidiaries to finance our operations in China. Our choice of investment is affected by the relevant PRC regulations with respect to capital-account and current-account foreign exchange transactions in China. Our investment decisions are additionally affected by various other measures taken by the PRC Government relating to the PRC property market. In addition, our transfer of funds to our subsidiaries in China is subject to approval by PRC governmental authorities in the case of an increase in registered capital, and subject to approval by and registration with PRC local governments in case of shareholder loans to the extent that the existing foreign investment approvals received by our PRC subsidiaries permit any such shareholder loans at all. These limitations on the flow of funds between us and our PRC subsidiaries could restrict our ability to act in response to changing market conditions.

Fluctuations in exchange rates may have a material and adverse impact on your investment.

The exchange rate of the Renminbi fluctuates against the Hong Kong dollar, U.S. dollar and other foreign currencies and is affected by, among other factors, the policies of the PRC Government and changes in international and domestic political and economic conditions. From 1995 to July 20, 2005, the conversion of the Renminbi into foreign currencies was based on fixed rates set by the PBOC. However, effective from July 21, 2005, the PRC Government decided to permit the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of currencies. On November 30, 2015, the Executive Board of the International Monetary Fund completed a regular five-year review of the basket of currencies that make up the Special Drawing Right and determined that, effective from October 1, 2016, the Renminbi will be included in the Special Drawing Right basket as a fifth currency along with the U.S. dollar, the Euro, the Japanese yen and the British pound. It is difficult to predict how market forces and the PRC Government’s policies will continue to impact Renminbi exchange rates going forward. In light of the trend towards Renminbi internationalization, the PRC Government may announce further changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the Hong Kong dollar, U.S. dollar or other foreign currencies.

Substantially all of our revenue, liabilities and assets are denominated in Renminbi, while our [REDACTED]fromthe[REDACTED] will be denominated in Hong Kong dollars. Currently, we have not entered into any hedging transactions to mitigate our exposure to foreign exchange risk. Material fluctuations in the exchange rate of the Renminbi against the Hong Kong dollar may negatively impact our financial results and the value and amount of any dividends payable on our Shares. For example, significant appreciation of the Renminbi against the Hong Kong dollar could reduce the amount of Renminbi received from converting [REDACTED]or[REDACTED] from future financing efforts to fund our operations. Conversely, significant depreciation of the Renminbi may increase the cost of converting our Renminbi-denominated cash flows into Hong Kong dollars, thereby reducing the amount of cash available for paying dividends on our Shares or carrying out other business operations.

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Inflation in China could negatively affect our financial performance and growth.

Economic growth in China has, in the past, been accompanied by periods of high inflation. In response, the PRC Government has implemented policies from time to time to control inflation, such as restricting the availability of credit by imposing tighter bank lending policies or higher interest rates. The PRC Government may take similar measures in response to future inflationary pressures. Rampant inflation without the PRC Government’s mitigation policies would likely increase our costs, thereby materially reducing our financial performance. There is no assurance that we will be able to pass any additional costs to our customers. On the other hand, such control measures may also lead to slower economic activity and we may see reduced demand for our properties.

We may be deemed a PRC resident enterprise under the EIT Law and be subject to a tax rate of 25% on our global income.

Pursuant to the EIT Law, which came into effect on January 1, 2008 and was amended on February 24, 2017 and December 29, 2018, an enterprise established outside China whose “de facto management body” is located in China is considered a “PRC resident enterprise” and will generally be subject to the uniform enterprise income tax rate, or EIT rate, of 25% on its global income. Under the implementation rules of the EIT Law, “de facto management body” is defined as the organizational body that effectively exercises management and control over such aspects as the business operations, personnel, accounting and properties of the enterprise

On April 22, 2009, SAT released the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies《關於境外註冊中資控股企業依據實際管理機構標準認定為 ( 居民企業有關問題的通知》), or the Circular 82, as amended on January 29, 2014, which sets out the standards and procedures for determining whether the “de facto management body” of an enterprise registered outside China and controlled by PRC enterprises or PRC enterprise groups is located within China. Under Circular 82, a foreign enterprise controlled by a PRC enterprise or PRC enterprise group is considered a PRC resident enterprise if all of the following apply (i) the senior management and core management departments in charge of daily business operations are located mainly within China; (ii) financial and human resources decisions are subject to determination or approval by persons or bodies in China; (iii) major assets, accounting books, company seals and minutes and files of board and shareholders’ meetings are located or kept within China; and (iv) at least half of the enterprise’s directors with voting rights or senior management reside within China. In addition, Circular 82 also requires that the determination of “de facto management body” shall be based on the principle that substance is more important than form. Further to Circular 82, SAT issued the Chinese-Controlled Offshore Incorporated Resident Enterprises Income Tax Regulation (Trial Implementation)《境外註冊中 ( 資控股居民企業所得稅管理辦法（試行）》), or the Bulletin 45, which took effect on September 1, 2011 and amended on June 1, 2015 and June 18, 2016, to provide more guidance on the implementation of Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore incorporated resident enterprises.” Bulletin 45 provides procedures and administrative details for the determination of resident status and administration of post-determination matters. Although Circular 82 and Bulletin 45 explicitly provide that the above standards apply to enterprises which are registered outside China and controlled by PRC enterprises or PRC enterprise groups, Circular 82 may reflect SAT’s criteria

–70– 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. RISK FACTORS for determining the tax residence of foreign enterprises in general. Substantially all members of our senior management are currently based in China; if we are deemed a PRC resident enterprise, the EIT rate of 25% on our global taxable income may reduce capital we could otherwise divert to our business operations.

You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of our Shares under PRC law.

Under the EIT Law and its implementation rules, PRC withholding tax at the rate of 10% is normally applicable to dividends from PRC sources payable to investors that are non-PRC resident enterprises, which do not have an establishment or place of business in China, or which have such establishment or place of business if the relevant income is not effectively connected with the establishment or place of business, unless such foreign investors’ jurisdiction of incorporation has a tax treaty or similar arrangement with the PRC that provides for a different withholding tax arrangement. According to the Mainland and Hong Kong Special Administrative Region Arrangement on Avoiding Double Taxation or Evasion of Taxation 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》 ( ) issued in August 2006, dividends paid by a foreign-invested enterprise in the PRC to its shareholders in Hong Kong will be subject to a withholding tax at a rate of 5% if such Hong Kong shareholder directly holds a 25% or more interest in the PRC enterprise. Any gains realized on the transfer of shares by such investors are subject to a 10% PRC income tax rate if such gains are regarded as income derived from sources within China unless a treaty or similar arrangement provides otherwise. Under the PRC Individual Income Tax Law《中華人民共和國個人所得稅法》 ( ) and its implementation rules, dividends from sources within China paid to foreign individual investors who are not PRC residents are generally subject to a PRC withholding tax at a rate of 20% and gains from PRC sources realized by such investors on the transfer of shares are generally subject to a 20% PRC income tax rate, in each case, subject to any reduction or exemption set forth in applicable tax treaties and PRC laws.

Although we conduct all of our business operations in China, it is unclear whether dividends we pay with respect to our Shares, or the gain realized from the transfer of our Shares, would be treated as income derived from sources within China and as a result be subject to PRC income tax if we are considered a PRC resident enterprise. If PRC income tax is imposed on gains realized from the transfer of our Shares or on dividends paid to our non-PRC resident investors, the value of your investment in our Shares may be materially and adversely affected. Furthermore, our Shareholders whose jurisdictions of residence have tax treaties or arrangements with China may not qualify for benefits under such tax treaties or arrangements.

Regulations relating to offshore investment activities by PRC residents may subject us to fines or sanctions imposed by the PRC Government, including restrictions on the ability of our PRC subsidiaries to pay dividends or make distributions to us and our ability to increase our investment in our PRC subsidiaries.

The SAFE promulgated Circular 37 in July 2014, which abolished and superseded the Circular on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Round Trip Investment via Overseas Special Purpose Vehicles《關於境 ( 內居民通過境外特殊目的公司融資及返程投資外匯管理有關問題的通知》), or the Circular 37. Pursuant to Circular 37 and its implementation rules, PRC residents, including PRC institutions

–71– 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. RISK FACTORS and individuals, must register with local branches of SAFE in connection with their direct or indirect offshore investments in an overseas special purpose vehicle, or SPV, directly established or indirectly controlled by PRC residents for the purposes of offshore investment and financing with their legally owned assets or interests in domestic enterprises, or their legally owned offshore assets or interests or any inbound investment through SPVs. Such PRC residents are also required to amend their registrations with the SAFE when there is change to the required information of the registered SPV, such as changes to its PRC resident individual shareholder, name, operation period or other basic information, or the PRC individual resident’s increase or decrease in its capital contribution in the SPV, or any share transfer or exchange, merger or division of the SPV. In accordance with Circular of the State Administration of Foreign Exchange 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》 ( ), or the Circular 13, the foreign exchange registration aforesaid has been directly reviewed and handled by banks since June 1, 2015, and the SAFE and its branches perform indirect regulation over such foreign exchange registration through local banks. Under this regulation, failure to comply with the registration procedures set forth in Circular 37 may result in restrictions being imposed on the foreign exchange activities of our PRC subsidiaries, including the payment of dividends and other distributions to its offshore parent or affiliate, the capital inflow from the offshore entities and its settlement of foreign exchange capital, and may also subject the relevant onshore company or PRC residents to penalties under PRC foreign exchange administration regulations.

We are committed to complying with and ensuring that our Shareholders who are subject to the regulations will comply with the relevant rules. Any future failure by any of our Shareholders who is a PRC resident, or controlled by a PRC resident, to comply with relevant requirements under this regulation could subject us to penalties or sanctions imposed by the PRC Government. However, we may not at all times be fully aware or informed of the identities of all of our Shareholders who are PRC residents, and we may not always be able to timely compel our Shareholders to comply with the requirements of Circular 37. Moreover, there is no assurance that the PRC Government will not have a different interpretation of the requirements of Circular 37 in the future.

PRC laws and regulations establish more complex procedures for some acquisitions of PRC companies by foreign investors, which could make it difficult for us to pursue growth through acquisitions in China.

We may grow our business in part by acquiring other companies operating in our industry. A number of PRC laws and regulations, including the M&A Rules, the Anti-Monopoly Law《反壟斷法》 ( ) and the Rules of the MOFCOM on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors《商務部實施外國投資 ( 者併購境內企業安全審查制度的規定》) promulgated by the MOFCOM on August 25, 2011 and effective from September 1, 2011, or the Security Review Rules, have established procedures and requirements that are expected to make the review of certain merger and acquisition activities by foreign investors in China more time consuming and complex. These include requirements in some instances to notify the MOFCOM in advance of any transaction in which foreign investors take control of a PRC domestic enterprise, or to obtain approval from the MOFCOM before overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also require certain merger and acquisition transactions to be subject to merger control or security review.

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The Security Review Rules prohibits foreign investors from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactions. If we are found to be in violation of the Security Review Rules and other PRC laws and regulations with respect to merger and acquisition activities in China, or fail to obtain any of the required approvals, the relevant regulatory authorities would have broad discretion in dealing with such violations, including levying fines, revoking business and operating licenses, confiscating our income and requiring us to restructure or unwind our restructuring activities. Any of these actions could cause significant disruption to our business operations and may materially and adversely affect our business, financial condition and results of operations. Furthermore, if the business of any target company we plan to acquire falls into the ambit of security review, we may not be able to successfully acquire such company either by equity or asset acquisition, capital contribution or any contractual arrangement. Complying with the requirements of the relevant regulations to complete such transactions could be time-consuming, and any required approval processes, including approval from the MOFCOM, may delay or inhibit our ability to complete such transactions, thus affecting our ability to expand our business or maintain our market share.

Uncertainties with respect to the PRC legal system could have a material adverse effect on our business.

The legal system in China has inherent uncertainties that could limit the legal protection available to our Shareholders. Our business is conducted in China and our principal operating subsidiaries are located in China. Consequently, we are subject to PRC laws and regulations. The PRC legal system is based on the civil law system. Unlike the common law system, the civil law system is established on the written statutes and their interpretation by the Supreme People’s Court (最高人民法院), while prior legal decisions and judgments have limited significance as precedent. The PRC Government has been developing a commercial law system, and has made significant progress in promulgating laws and regulations related to economic affairs and matters, such as corporate organization and governance, foreign investments, commerce, taxation and trade.

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However, many of these laws and regulations are often principle-oriented and require detailed interpretations by the enforcement bodies to further apply and enforce such laws. Moreover, these laws and regulations are relatively new and there is a limited volume of published decisions. Thus, there are uncertainties involved in their implementation and interpretation, which might not be as consistent and predictable as in other jurisdictions. In addition, the PRC legal system is based in part on government policies and administrative rules that may have retroactive effect. Consequently, we may not be aware of any violation of these policies and rules until sometime after such violation has occurred. Furthermore, the legal protection available to you under these laws, rules and regulations may be limited. Any litigation or regulatory enforcement action in China may be protracted and result in substantial costs and diversion of resources and management attention.

You may experience difficulties in effecting service of process or enforcing foreign judgments against us, our Directors or senior management residing in China.

Our Company is incorporated in the Cayman Islands. Substantially all of our assets are located in China and substantially all of our Directors and senior management reside in China. Therefore, it may not be possible to effect service of process within Hong Kong or elsewhere outside China upon us or our Directors or senior management. Moreover, China has not entered into treaties for the reciprocal recognition and enforcement of court judgments with Japan, the United Kingdom, the United States and many other countries. As a result, recognition and enforcement in China of a court judgment obtained in other jurisdictions may be difficult or impossible.

In addition, on July 14, 2006, China and Hong Kong signed 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》), or the Arrangement. Pursuant to the Arrangement, a party with a final court judgment rendered by a Hong Kong 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 the judgment in China. Similarly, a party with a final 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 the parties after the effective date of the arrangement in which a Hong Kong or PRC court is expressly designated as the court having sole jurisdiction for the dispute. Therefore, it may not be possible to enforce a judgment rendered by a Hong Kong court in China if the parties in dispute do not agree to enter into a choice of court agreement in writing. On January 18, 2019, the Supreme People’s Court of the PRC and Hong Kong entered into an agreement regarding the scope of judgments which may be enforced between China and Hong Kong《關於內地與香港特別行政區法院相互認可和執行民商案件判決的安排》 ( ), or the New Arrangement. The New Arrangement will broaden the scope of judgments that may be enforced between China and Hong Kong under the Arrangement. Whereas a choice of jurisdiction need to be agreed in writing in the form of an agreement between the parties for the selected jurisdiction to have exclusive jurisdiction over a matter under the Arrangement, the New Arrangement provides that the court where the judgment was sought could apply jurisdiction in accordance with the certain rules without the parties’ agreement. The New Arrangement will replace the

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Arrangement when the former becomes effective. However, as of the Latest Practicable Date, the New Arrangement has not become effective and no specific date has been determined as its effective date. The Arrangement continues to apply and, as such, it may be difficult or impossible for investors to enforce a Hong Kong court judgment against our assets or our Directors or senior management in China.

We cannot guarantee the accuracy of facts, forecasts and other statistics with respect to China, the PRC economy, the PRC industrial park development and operation industry and the selected PRC regional data contained in this document.

Facts, forecasts and other statistics in this document relating to China, the PRC economy, the PRC industrial park development and operation industry and the selected PRC regional data have been derived from various official or other publications available in China and may not be consistent with other information compiled within or outside China. However, we cannot guarantee the quality or reliability of such source materials. They have not been prepared or independently verified by us, the [REDACTED] or any of our or their respective affiliates or advisors (including legal advisors), or other participants in this [REDACTED] and, therefore, we make no representation as to the accuracy of such facts, forecasts and statistics. Due to possibly flawed or ineffective collection methods or discrepancies between published information and market practice, these facts, forecasts and statistics in this document may be inaccurate or may not be comparable to facts, forecasts and statistics produced with respect to other economies. Further, we cannot assure you that they are stated or compiled on the same basis or with the same degree of accuracy as in other jurisdictions. Therefore, you should not unduly rely upon the facts, forecasts and statistics with respect to China, the PRC economy, the PRC industrial park development and operation industry and the selected PRC regional data contained in this document.

RISKS RELATING TO THE [REDACTED]

There has been no prior public market for the Shares and the liquidity and market price of our Shares may be volatile.

Prior to completion of the [REDACTED], there has been no public market for our Shares. The initial [REDACTED] for our Shares was the result of negotiations among us and the Joint [REDACTED] and the [REDACTED] may differ significantly from the market price for our Shares following the [REDACTED]. We have applied for [REDACTED] of and permission to deal in our Shares on the Stock Exchange. There is no assurance that the [REDACTED] will result in the development of an active, liquid public trading market for our Shares. The market price of our Shares may drop below the [REDACTED] at any time after completion of the [REDACTED].

The liquidity and market price of our Shares may be volatile, which may result in substantial losses for investors subscribing for or purchasing our Shares pursuant to the [REDACTED].

The price and trading volume of our Shares may be volatile as a result of the following factors, as well as others, which are discussed in this “Risk Factors” section or elsewhere in this document, some of which are beyond our control:

• variations in our financial position and/or results of operations;

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• unexpected business interruptions resulting from, among others, natural disasters or power shortage;

• our inability to compete effectively in the market;

• major changes in our key personnel or senior management;

• loss of visibility in the markets due to lack of regular coverage of our business;

• strategic alliances or acquisitions;

• changes in laws and regulations in China;

• changes in securities analysts’ estimates of our financial condition and/or results of operations, regardless of the accuracy of information on which their estimates are based;

• changes in investors’ perception of us and the investment environment generally;

• fluctuations in stock market price and volume;

• announcement made by us or our competitors;

• changes in pricing adopted by our competitors;

• political, economic, financial and social developments in China and Hong Kong and in the global economy; and

• involvement in material litigation.

The effect of such factors on us or the Share is impossible to predict; but they could significantly impact volatility, liquidity and/or the market value of securities, including the Share, and could have a material adverse effect on the our ability to make payments on the Share.

Potential investors will experience immediate and substantial dilution as a result of the [REDACTED] and could face dilution as a result of future equity financings.

The [REDACTED] substantially exceeds the per Share value of our net tangible assets after subtracting our total liabilities, and therefore potential investors will experience immediate dilution when they purchase our Shares in the [REDACTED]. If we were to distribute our net tangible assets to our Shareholders immediately following the [REDACTED], potential investors would receive less than the amount they paid for their Shares.

We will comply with Rule 10.08 of the Listing Rules, which specifies that no further Shares or other securities of our Company (subject to certain exceptions) may be issued or form the subject of any agreement to such an issue within six months from the [REDACTED]. However,

–76– 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. RISK FACTORS after six months from the [REDACTED] we may raise additional funds to finance future acquisitions or expansions of our business operations by issuing new Shares or other securities of our Company. As a result, the percentage shareholding of the then Shareholders may be diluted and such newly issued Shares or other securities may confer rights and privileges that have priority over those of the then Shareholders. In addition, if we issue additional Shares or equity-linked securities in the future and such Shares are issued at a price lower than the net tangible asset value per Share at the time of their issuance, you and other purchasers of our Shares may experience further dilution in the net tangible asset value per Share.

Future issues, offers or sales of our Shares may adversely affect the prevailing market price of our [REDACTED].

Future issues of the Shares by our Company or the disposal of the Shares by any of our Shareholders or the perception that such issues or sale may occur, may negatively affect the prevailing market price of the [REDACTED]. The market price of our Shares could decline as a result. Our Shareholders may experience dilution in their holdings in the event we issue additional securities in future [REDACTED]. Moreover, future sales or perceived sales of a substantial amount of our [REDACTED] or other securities relating to our [REDACTED]inthe public market may adversely affect our ability to raise capital in the future at a time and at a price which we deem appropriate.

The market price of our Shares when trading begins could be lower than the [REDACTED] as a result of, among other things, adverse market conditions or other adverse developments that could occur between the time of sale and the time trading begins.

The final [REDACTED] will be determined on the [REDACTED]. However, the Shares will not commence trading on the Stock Exchange until they are delivered. As a result, investors may not be able to sell or otherwise [REDACTED] the Shares during that period. Accordingly, holders of the Shares are subject to the risk that the price of the Shares when trading begins could be lower than the [REDACTED] as a result of adverse market conditions or other adverse developments that may occur between the time of sale and the time trading begins.

We may not declare dividends on our [REDACTED] in the future.

Any declaration of dividends will be proposed and determined by our Board of Directors, and the amount of any dividends will depend on various factors, including but not limited to, our results of operations, financial performance, profitability, business development, prospects, capital requirements, economic outlook and other factors that our Directors deem relevant. We cannot guarantee that dividends of any amount will be declared or distributed in any year. See “Financial Information—Dividend Policy and retained profits” for further information.

Our Controlling Shareholder or management has substantial control over our Company and its interests may not be aligned with the interests of the other Shareholders.

Prior to and immediately following the completion of the [REDACTED], our Controlling Shareholder will remain having substantial control over its interests in the issued share capital of our Company. Subject to the Articles of Association, the Companies Ordinance and the Listing Rules, the Controlling Shareholder by virtue of its controlling beneficial ownership of the share

–77– 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. RISK FACTORS capital of our Company, will be able to exercise significant control and exert significant influence over our business or otherwise on matters of significance to us and other Shareholders by voting at the general meeting of the Shareholders and at Board meetings. Therefore, our Controlling Shareholder will have significant influence on the outcome of any corporate transaction or other matters submitted to our Shareholders for approval, including mergers, consolidations, sales of all or substantially all of our assets, election of Directors and other significant corporate actions. The interests of the Controlling Shareholder may differ from the interests of other Shareholders and the Shareholders are free to exercise their votes according to their interests. To the extent that the interests of the Controlling Shareholder conflict with the interests of other Shareholders, the interests of other Shareholders can be disadvantaged and harmed.

Our management has significant discretion as to how to use the net [REDACTED] of the [REDACTED], and you may not necessarily agree with how we use them.

Our management may use the net [REDACTED] from the [REDACTED] in ways that you may not agree with or that do not yield a favorable return to our Shareholders. By investing in our Shares, you are entrusting your funds to our management, upon whose judgment you must depend, for the specific uses we will make of the net [REDACTED] from this [REDACTED]. See “Future Plans and [REDACTED]” in this document for details.

Investors may experience difficulties in enforcing their Shareholder rights because we are incorporated in the Cayman Islands, and the protection afforded to minority Shareholders under Cayman Islands law may be different from that under the laws of Hong Kong or other jurisdictions.

Our Company is incorporated in the Cayman Islands and its affairs are governed by our Memorandum, Articles of Association, the Cayman Islands Companies Act and the common law of the Cayman Islands. The laws of the Cayman Islands may differ from those of Hong Kong or those of other jurisdictions where investors may be located. As a result, minority Shareholders may not enjoy the same rights as those afforded under the laws of Hong Kong or in other jurisdictions. A summary of the company law of the Cayman Islands on protection of minority shareholders is set out in “Summary of the Constitution of the Company and the Cayman Islands Company Law—3. Cayman Islands Company Law—(f) Protection of minorities and shareholders’ suits” in Appendix IV to this document.

Since there will be a gap of several days between the pricing and trading of our Shares, the price of our Shares may fall below the [REDACTED] when trading commences.

The [REDACTED] of our Shares will be determined on the [REDACTED], which is expected to be on or around [REDACTED], [REDACTED]. However, our Shares will not commence trading on the Stock Exchange until the [REDACTED], which is expected to be [REDACTED]. Accordingly, investors may not be able to sell or deal in our Shares during the period between the [REDACTED] and the [REDACTED]. Our Shareholders are subject to the risk that the price of our Shares could fall before trading begins, as a result of adverse market conditions or other adverse developments that could occur between the [REDACTED] and the [REDACTED].

–78– 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. RISK FACTORS

Investors should read the entire document carefully and should not consider any particular statements in published media reports without carefully considering the risks and other information contained in this document.

There may be coverage in the media regarding the [REDACTED] and our operations. There had been, prior to the publication of this document, and there may be, subsequent to the date of this document but prior to the completion of the [REDACTED], press and media coverage regarding us and the [REDACTED], which contained, among other matters, certain financial information, projections, valuations and other forward-looking information about us and [REDACTED]. We do not accept any responsibility for the accuracy or completeness of the information and make no representation as to the appropriateness, accuracy, completeness or reliability of any information disseminated in the media. To the extent that any of the information in the media is inconsistent or conflicts with the information contained in this document, we disclaim it. Accordingly, prospective investors should read the entire document carefully and should not rely on any of the information in press articles or other media coverage. Prospective investors should only rely on the information contained in this document and the [REDACTED] to make investment decisions about us.

Forward-looking information in this document is subject to risks and uncertainties.

This document contains forward-looking statements and information relating to us and our operations and prospects that are based on our current beliefs and assumptions as well as information currently available to us. When used in this document, the words “anticipate,” “believe,” “estimate,” “expect,” “plans,” “prospects,” “going forward,” “intend” and similar expressions, as they relate to us or our business, are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to risks, uncertainties and various assumptions, including the risk factors described in this document. Should one or more of these risks or uncertainties materialize, or if any of the underlying assumptions prove incorrect, actual results may diverge significantly from the forward-looking statements in this document. Whether actual results will conform with our expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond our control, and reflect future business decisions that are subject to change. In light of these and other uncertainties, the inclusion of forward-looking statements in this document should not be regarded as representations that our plans or objectives will be achieved, and investors should not place undue reliance on such forward-looking statements. All forward-looking statements contained in this document are qualified by reference to the cautionary statements set out in this section. We do not intend to update these forward-looking statements in addition to our on-going disclosure obligations pursuant to the Listing Rules or other requirements of the Stock Exchange.

–79– 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. WAIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE LISTING RULES

In preparation for the [REDACTED], our Group has sought the following waivers from strict compliance with the relevant provisions of the [REDACTED] Rules.

MANAGEMENT PRESENCE

Pursuant to Rule 8.12 of the Listing Rules, an issuer must have a sufficient management presence in Hong Kong, which normally means that at least two of its executive directors must be ordinarily resident in Hong Kong. We do not have a sufficient management presence in Hong Kong for the purpose of satisfying the requirement under Rule 8.12 of the Listing Rules. We have applied for a waiver from strict compliance with Rule 8.12 of the Listing Rules primarily on the basis that, as our headquarters and principal business operations are located in the PRC, our management is best able to attend to its function by being based in the PRC. We have applied to the Stock Exchange for, and the Stock Exchange [has granted] a waiver from strict compliance with Rule 8.12 of the Listing Rules, subject to, among others, the following conditions:

(a) pursuant to Rule 3.05 of the Listing Rules, we have appointed two authorized representatives, Mr. Cao Weihua (曹衛華)(“Mr. Cao”), our executive Director, and Ms. Lee Shuk Man (李淑敏)(“Ms. Lee”), our joint company secretary, who will act as our Company’s principal channel of communication with the Stock Exchange and ensure that they will comply with the Listing Rules at all times. Ms. Lee is ordinarily resident in Hong Kong. Although Mr. Cao resides in the PRC, he possesses valid travel documents and is able to renew such travel documents when they expire in order to visit Hong Kong. Each of our authorized representatives will be available to meet with the Stock Exchange in Hong Kong within a reasonable time frame upon the request of the Stock Exchange and will be readily contactable by telephone, facsimile and email (if applicable). Each of our authorized representatives is authorized to communicate on our behalf with the Stock Exchange. Our Company [has been registered] as a non-Hong Kong Company under part 16 of the Companies Ordinance and Ms. Lee has also been authorized to accept service of legal process and notices in Hong Kong on behalf of our Company;

(b) both of our authorized representatives have means to contact all of our Directors (including our independent non-executive Directors) promptly at all times as and when the Stock Exchange wishes to contact our Directors for any matters. Our Directors who are not ordinarily resident in Hong Kong possess or can apply for valid travel documents to visit Hong Kong and will be able to meet with the Stock Exchange within a reasonable period of time, when required. Each of our Directors has provided his mobile phone number, residential phone number, fax number and email address to our authorized representatives. In event that a Director expects to travel, he will endeavor to provide the phone number of the place of his accommodation to our authorized representatives or maintain an open line of communication via his mobile phone. Each of our Directors and authorized representatives has also provided his mobile number, office phone number, fax number and email address to the Stock Exchange;

–80– 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. WAIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE LISTING RULES

(c) pursuant to Rule 3A.19 of the Listing Rules, we have appointed China Industrial Securities International Capital Limited as our compliance advisor, which shall have access at all times to our authorized representatives, Directors, senior management and other officers of our Company, and will act as an additional channel of communication between the Stock Exchange and us; and

(d) meetings between the Stock Exchange and our Directors could be arranged through our authorized representatives or the compliance advisor, or directly with our Directors within a reasonable time frame. Our Company will promptly inform the Stock Exchange of any changes of our authorized representatives and/or the compliance advisor.

JOINT COMPANY SECRETARIES

According to Rules 3.28 and 8.17 of the Listing Rules, the secretary of our Company must be a person who has the requisite knowledge and experience to discharge the functions of the company secretary and is either (i) a member of the Hong Kong Institute of Chartered Secretaries, a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the Laws of Hong Kong) or a certified public accountant as defined in the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong); or (ii) an individual who, by virtue of his academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of company secretary.

We have appointed Mr. Zhang Jun (章鈞)(“Mr. Zhang”) and Ms. Lee Shuk Man (李淑敏) (“Ms. Lee”) as our joint company secretaries. Mr. Zhang is our chief financial officer. He is primarily responsible for the overall financial operation and management of our Group. Mr. Zhang has over 16 years of finance experience and served in various real estate development companies in the PRC before joining our Group. Our Directors are of the view that, having regard to Mr. Zhang’s thorough understanding of the overall financial operations management of our Group, he is therefore considered as a suitable person to act as a company secretary of our Company. In addition, as our headquarter and principal business operations are located in Shanghai, the PRC, our Directors believe that it is necessary to appoint Mr. Zhang as a company secretary whose presence in Shanghai enables him to attend to the day-to-day corporate secretarial matters concerning our Group. However, given that Mr. Zhang does not possess a qualification stipulated in Rule 3.28 of the Listing Rules, he is not able to solely fulfill the requirements as a company secretary of a listed issuer stipulated under Rules 3.28 and 8.17 of the Listing Rules. Therefore, our Company has appointed Ms. Lee, an assistant manager of SWCS Corporate Services Group (Hong Kong) Limited who is qualified under Rule 3.28 of the Listing Rules, to act as the other joint company secretary to work closely with and provide assistance to Mr. Zhang.

Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange [has granted] us, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules in relation to the appointment of Mr. Zhang as our joint company secretary. Being an assistant manager of SWCS Corporate Services Group (Hong Kong) Limited, and by virtue of her experience in corporate secretarial practice, Ms. Lee is, in our Directors’ opinion, a

–81– 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. WAIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS UNDER THE LISTING RULES person who is qualified and suitable to provide assistance to Mr. Zhang for the three-year period from the [REDACTED] so as to enable him to acquire the relevant experience (as required under Note 2 to Rule 3.28 of the Listing Rules) to duly discharge his duties. In addition, Mr. Zhang will comply with the annual professional training requirement under Rule 3.29 of the Listing Rules and will enhance her knowledge of the Listing Rules during the three-year period from the [REDACTED]. Our Company will further ensure that Mr. Zhang has access to the relevant training and support that would enhance her understanding of the Listing Rules and the duties of a company secretary of an issuer [REDACTED] on the Stock Exchange.

Such waiver will be revoked immediately if and when Ms. Lee ceases to provide such assistance or the Company commits any material breaches of the Listing Rules during the three-year period from the [REDACTED]. We will liaise with the Stock Exchange before the end of the three-year period to enable it to assess whether Mr. Zhang, having had the benefit of Ms. Lee’s assistance for three years, will have acquired relevant experience within the meaning of Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.

The biographical information of Mr. Zhang and Ms. Lee is set out in “Directors and Senior Management” in this document.

CONTINUING CONNECTED TRANSACTIONS

We have entered into certain transactions which will constitute continuing connected transactions for our Company under the Listing Rules after [REDACTED]. We have applied to the Stock Exchange for, and the Stock Exchange [has granted] us, waivers from strict compliance with the announcement, circular, and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules in respect of the continuing connected transactions as disclosed in “Connected Transactions—B. Continuing Connected Transactions subject to the reporting, annual review, announcement, circular and independent Shareholders’ approval requirements”. See “Connected Transactions” in this document for details.

–82– 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. INFORMATION ABOUT THE DOCUMENT AND THE [REDACTED]

[REDACTED]

–83– 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. INFORMATION ABOUT THE DOCUMENT AND THE [REDACTED]

[REDACTED]

–84– 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. INFORMATION ABOUT THE DOCUMENT AND THE [REDACTED]

[REDACTED]

–85– 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. INFORMATION ABOUT THE DOCUMENT AND THE [REDACTED]

[REDACTED]

–86– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED]

DIRECTORS

Name Address Nationality

Executive Directors

Mr. Chen Jinshi (陳錦石) Room 602, Building 808 Chinese Tongyuan Xincun Haimen Town Haimen City, Jiangsu Province PRC

Mr. Cao Weihua (曹衛華) Room 1104, Building 19 Chinese No. 10 Zhuoxi Road Pukou District Nanjing City, Jiangsu Province PRC

Mr. Cong Xuefeng (叢學豐) No. 20 Aimin Road Chinese Baita District Liaoyang City, Liaoning Province PRC

Non-executive Directors

Mr. Qian Jun (錢軍) Room 403, Building 613 Chinese Century Guanghuayuan Haimen Street Haimen City, Jiangsu Province PRC

Mr. Cao Yongzhong (曹永忠) Room 306, Building 202 Chinese Haiying Xincun, Haimen Town Haimen City, Jiangsu Province PRC

Mr. Li Xiaohui (李曉輝) No. 11, Group 17 Chinese Bayi Village, Shuxun Town, Haimen City, Jiangsu Province PRC

–87– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED]

Name Address Nationality

Independent Non-executive Directors

Ms. Leung Bik San (梁碧珊) Flat B, 19/F, Tower 2A Chinese Oceanaire 18 Po Tai Street Ma On Shan, New Territories Hong Kong

Mr. Chung Chi Kin Kenneth Flat C, 21/F, Tower 2 Chinese (鍾子健) Island Harbourview No. 11, Hoi Fai Road Kowloon Hong Kong

Mr. Wu Zijing (吳梓境) 5-3-301, Bailing Homes Chinese No.6 Gaobeidian North Road Chaoyang District Beijing PRC

See “Directors and Senior Management” in this document for further details of our Directors.

PARTIES INVOLVED IN THE [REDACTED]

Joint Sponsors ICBC International Capital Limited 37/F ICBC Tower 3 Garden Road Hong Kong

China Industrial Securities International Capital Limited 32/F Infinitus Plaza 199 Des Voeux Road Central Sheung Wan Hong Kong

–88– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED]

[REDACTED]

–89– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED]

Legal advisors to our Company As to Hong Kong law:

Sidley Austin Level 39 Two International Finance Centre 8 Finance Street Central Hong Kong

As to PRC law:

Jingtian & Gongcheng 45/F K.Wah Centre 1010 Huaihai Road (M) Xuhui District Shanghai PRC

As to Cayman Islands law:

Conyers Dill & Pearman Cricket Square Hutchins Drive PO Box 2681 Grand Cayman, KY-1111 Cayman Islands

Legal advisors to the Joint Sponsors As to Hong Kong law: and the [REDACTED] Norton Rose Fulbright Hong Kong 38/F Jardine House 1 Connaught Place Central Hong Kong

As to PRC law:

Commerce & Finance Law Offices 6/F, NCI Tower A12 Jianguomenwai Avenue Chaoyang District Beijing PRC

–90– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND PARTIES INVOLVED IN THE [REDACTED]

Auditor and reporting accountant Ernst & Young Certified Public Accountants Registered Public Interest Entity Auditor 22/F, CITIC Tower 1 Tim Mei Avenue Central, Hong Kong

[REDACTED]

Independent Property Valuer Jones Lang LaSalle Corporate Appraisal and Advisory Limited 7/F One Taikoo Place 979 King’s Road Hong Kong

Industry consultant Jones Lang LaSalle Corporate Appraisal and Advisory Limited 7/F One Taikoo Place 979 King’s Road Hong Kong

[REDACTED][●]

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Registered office Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business and 6/F, Building 5 headquarters in the PRC Jiantao Commercial Plaza 269 Tongxie Road Changning District Shanghai PRC

Principal place of business in 40th Floor Hong Kong Dah Sing Financial Centre 248 Queen's Road East Wanchai Hong Kong

Company’s website https://www.zhongnangaoke.com/ (The information contained on this website does not form part of this document)

Joint company secretaries Mr. Zhang Jun (章鈞) 6/F, Building 5 Jiantao Commercial Plaza 269 Tongxie Road Changning District Shanghai PRC

Ms. Lee Shuk Man (李淑敏) (ACG, ACS) 40th Floor Dah Sing Financial Centre 248 Queen’s Road East Wanchai Hong Kong

Audit committee Ms. Leung Bik San (Chairwoman) Mr. Chung Chi Kin Kenneth Mr. Li Xiaohui

Remuneration committee Mr. Chung Chi Kin Kenneth (Chairman) Mr. Wu Zijing Mr. Cao Yongzhong

–92– 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. CORPORATE INFORMATION

Nomination committee Mr. Chen Jinshi (Chairman) Mr. Chung Chi Kin Kenneth Mr. Wu Zijing

Strategic development committee Mr. Chen Jinshi (Chairman) Mr. Cao Weihua Mr. Cong Xuefeng Mr. Li Xiaohui Mr. Wu Zijing

Authorized representatives Mr. Cao Weihua (曹衛華) Room 1104, Building 19 No. 10 Zhuoxi Road Pukou District Nanjing City, Jiangsu Province PRC

Ms. Lee Shuk Man (李淑敏) 40th Floor Dah Sing Financial Centre 248 Queen’s Road East Wanchai Hong Kong

[REDACTED]

Compliance advisor China Industrial Securities International Capital Limited 32/F Infinitus Plaza 199 Des Voeux Road Central Sheung Wan Hong Kong

–93– 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. CORPORATE INFORMATION

Principal banks China Construction Bank Haimen Branch 2 Renmin West Road Haimen District Nantong City, Jiangsu Province PRC

China Zheshang Bank Nanjing Branch 9 Zhongshan North Road Gulou District Nanjing City, Jiangsu Province PRC

–94– 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. INDUSTRY OVERVIEW

The information and statistics set out in this section have been extracted and derived from various official government publications, publicly available sources, private publications and from the market research report prepared by JLL, which was commissioned by us, unless otherwise indicated. We believe that the sources of this information and statistics are appropriate sources for such information and statistics and reasonable care has been exercised by our Directors in extracting and reproducing such information and statistics. We have no reason to believe that such information and statistics are false or misleading in any material respect or that any fact has been omitted that would render such information false or misleading in any material respect. None of our Company, the Joint Sponsors, the [REDACTED] or our or their respective Directors, officers, employee's, representatives, agents, affiliates or advisers have independently verified such information and statistics. Accordingly, none of our Company, the Joint Sponsors, the [REDACTED],the [REDACTED], the [REDACTED], or our or their respective Directors, officers, employee's, representatives, agents, affiliates or advisers or any other parties involved in the [REDACTED] makes any representation as to the accuracy and completeness of such information and statistics. Certain information and statistics included, including those excerpted from official and government publications and sources in China, may not be consistent with other information and statistics compiled within or outside China by third parties. As such, the official and non-official sources contained herein should not be unduly relied upon. Furthermore, due to the inherent time-lag involved in collecting any industry and economic data, some of the data contained in this section may only represent the state of affairs at the time such data were collected. As such, you should also take into account subsequent movements in the industry and the economy in the PRC and elsewhere when you evaluate the information contained in this section.

SOURCES OF INFORMATION

In connection with the [REDACTED], we commissioned JLL, an Independent Third Party, to prepare the industry research report with necessary information on the manufacturing industrial park development and operation market in China and the regions in which we operate. JLL has charged us a total fee of approximately RMB435,000 for the preparation of the industry research report, which we believe is in line with the market rate for similar reports.

JLL is an international professional services and investment management firm offering specialised real estate services to clients seeking increased value by owning, occupying and investing in real estate. JLL has more than 330 corporate offices, operates in more than 80 countries and has a global workforce of more than 91,000 as of December 31, 2020.

This section was prepared primarily by JLL’s designated market research team based on the information and statistics collected from various government publications, site visits and interviews, recognised research institutions, and the proprietary database of JLL. The information and statistics are considered reliable.

The following sets out the main reasons for JLL to adopt the above sources of information and consider them as reliable: it is a general market practice to adopt official data and announcements from various Chinese government agencies, and JLL understands the data collection methodology and data source of its proprietary database and the subscribed database from CEIC (a macroeconomic database founded in 1992) and CREIS (a Chinese property research database operated by China Index Academy).

While preparing this section and the JLL Report, JLL has relied on the assumptions listed below: (i) all documents provided by our Group are true and correct; (ii) all published data by

–95– 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. INDUSTRY OVERVIEW the relevant Chinese local governments are true and correct; and (iii) where subscribed data is obtained from recognised research and public institutions, JLL will rely upon the apparent integrity and expertise of such institutions. JLL makes no warranty or representation that these forecasts will be achieved considering the uncertainties involved in the manufacturing industrial park development and operation market. JLL will not take any responsibility to predict or warrant the future conditions of manufacturing industrial park development and operation market.

Our Directors confirm that, as of the Latest Practicable Date, after making reasonable enquiries, there is no material adverse change in the market information since the date of JLL Report or the date of the relevant data contained in the JLL Report which may qualify, contradict or have an impact on the information in this section.

OVERVIEW OF THE MACRO ECONOMY AND MANUFACTURING MARKET IN THE PRC

The nominal gross domestic product (GDP) of the PRC has grown from RMB68,886 billion in 2015 to RMB101,599 billion in 2020. In 2019, the real GDP growth rate of the PRC was 6.1% and fell to 2.3% in 2020 due to severe impacts of the COVID-19 pandemic. According to the Report on the Work of the Government 2021 (“2021 政府工作報告“), the GDP growth rate of the PRC is forecasted to reach 6.0% or above in 2021. Accelerating the building of a new development pattern and promoting high-quality development will become the major goal and task of PRC economic development.

As one of the major components in the industry sector, the manufacturing industry contributed a GDP of RMB2,659.4 billion in 2020, accounting for 26.2% of the GDP and 84.9% of the industry sector in the PRC. According to the National Statistics of the PRC, the PRC manufacturing industry has consecutively ranked first among the other countries’ manufacturing industries across the world for 11 years in terms of manufacturing GDP. Therefore, the manufacturing industry is an important driver for the PRC economic growth. To ensure the modernization and securitization of the PRC manufacturing industry in the internal and external industrial supply chain system, promoting the high-quality growth of the manufacturing industry becomes a major strategic goal in the PRC “New Development Pattern” stage (中國”新發展格局”階段).

OVERVIEW OF MANUFACTURING INDUSTRIAL PARK DEVELOPMENT AND OPERATION MARKET IN THE PRC

Overview of Industrial Park Development in the PRC

According to the definition of the United Nations Environment Programme (UNEP), an industrial park refers to a region where, through various means such as administration or marketization, the government of a country or region delimits a zone, formulates development plans and policies, constructs and improves various environments suitable for industrial enterprise agglomeration, and makes the industrial park a modern industrial zone and an effective carrier for industrialization and cooperation with high degree of industrial agglomeration, distinctive industrial characteristics, obvious cluster advantages and complete functional layout.

There are over 59,000 industrial parks with a total GFA of over 2.9 billion sq.m. in the PRC by the end of 2020 according to the JLL Report. It is anticipated that the total GFA of industrial park market will reach 4.4 billion sq.m. in 2025 driven by continued economic growth of the PRC

–96– 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. INDUSTRY OVERVIEW and strong demand for industrial agglomeration and standard facilities. The entire industrial park market of the PRC comprises of manufacturing industrial parks and other functional parks. Considering various characteristics and features of the PRC industrial park market, there are significant differences in definitions and business models among manufacturing industrial park developers and operators and other industrial park participants.

Definition of Manufacturing Industrial Park Developer and Operator

Manufacturing industrial park developer and operator is defined as an individual entity who acquires industrial land for developing and operating plants and standard factories with the characteristics of manufacturing agglomeration. The developers and operators mainly engage in industry research and planning, industrial park development, marketing and sales of industrial parks as well as comprehensive industrial park operational services.

Business Model of the PRC Manufacturing Industrial Park Development and Operation Market

The objective of manufacturing industrial park developers and operators is to set up parks with manufacturing clusters to meet the development needs of manufacturing enterprises. Manufacturing enterprises, particularly technology intensive enterprises, can gain benefits such as technology spillover through cluster effect. Moreover, for manufacturing enterprises (especially small- to mid-sized enterprises which accounted for 96.6% of total number of manufacturing enterprises) in the PRC, the increased difficulties in the cycle of land purchasing and plant self-building significantly affect their industrial agglomeration and industrial upgrading process, and further limit their opportunities for high-quality development.

Therefore, the core elements for manufacturing industrial park developers and operators include in introducing various industry resources to meet the needs of corporate customers. Such process involves manufacturing industrial park developers and operators, manufacturing decision-makers and local governments. Therefore, it is crucial to introduce manufacturing entities resources at the early stage of the manufacturing industrial park development.

During the process, manufacturing industrial park developers and operators usually cooperate with local governments to develop manufacturing industrial parks by entering into investment agreements. After the development, marketing and sales, and settling manufacturing customers in the industrial parks, manufacturing industrial park developers and operators will continue to operate the industrial parks and provide services.

As a result, the manufacturing industrial park developers and operators could generate revenue from multiple businesses such as property development and sales, property leasing, comprehensive industrial park operational services, industrial services, industrial investments, among others. As the development of manufacturing industry enters the stage of industry upgrading and high-quality development, various comprehensive industrial park operational services in addition to sales and leasing of properties constitute new growth engine to the developers and operators which have inherent advantages to develop these businesses. As impacted by industrial environment and government policies, the comprehensive industrial park operational services provided by the PRC manufacturing industrial parks will also meet the agglomeration trend of manufacturing industry development.

Overview of PRC Manufacturing Industrial Park Development and Operation Market

According to the definition of manufacturing industrial park developers and operators, in 2020, there are nearly 100 typical manufacturing industrial park developers and operators with

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The growth of the manufacturing industrial park development and operation market in the PRC is driven by the increasing demand for highly standardized production, encouragement for industrial park operation by regulatory policies, growing land acquisition and operation capabilities of developers and operators, and diverse land acquisition methods, such as acquisition of other industrial land projects to be transformed into manufacturing industrial parks. As such, the manufacturing industrial park development and operation market in the PRC is expected to maintain rapid growth with a CAGR of 25.9% from 62.7 million sq.m. in 2020 to 198.4 million sq.m. in 2025.

The chart below sets forth the total GFA and anticipated total GFA1 of the PRC manufacturing industrial park development and operation market.

The total GFA of the PRC manufacturing industrial park development and operation market (2015-2025)

Total GFA

(million sq.m.) 250

200

150

100

0 2015 2016 2017 2018 2019 2020 2021E 2022E 2023E 2024E 2025E

Source: JLL

The manufacturing industrial parks of these developers and operators are mainly located in industrially agglomerated regions such as the Yangtze River Delta Region, the Pearl River Delta Region, and the Bohai Economic Rim which accounted for 29.5%, 15.6% and 24.0%, respectively, of the total GFA of the PRC manufacturing industrial park development and operation market. The three regions accounted for 69.0% of the total GFA of the PRC manufacturing industrial park development and operation market in aggregate by the end of 2020.

Manufacturing industrial park developers and operators can be categorized into four major types according to their characteristics. The chart below sets forth the types of manufacturing industrial park developers and operators by total GFA in 2020.

1 The statistics is based on the total GFA of manufacturing industrial park projects. Projects include sold projects, completed projects, projects under development, as well as projects which have acquired land use rights with manufacturing agglomeration and are clearly scheduled for manufacturing.

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The market share and characteristics of market players in the manufacturing industrial park development and operation market in 2020 Market share by Type total GFA Professional Developer and Operator 75.8% Government Platform Enterprise 15.8% Manufacturing Enterprise 5.5% Industrial Branches of Tertiary Educational Institutes 1.8% Others 1.1%

Source: JLL

Among them, the share of professional developers and operators increased from approximately 68.4% in 2015 to approximately 75.8% in 2020 in terms of total GFA and is expected to achieve 84.0% in 2025 due to the increased complexity in the industry.

OVERVIEW OF MANUFACTURING INDUSTRIAL PARK DEVELOPMENT AND OPERATION MARKET OF SELECTED REGIONS IN THE PRC

Yangtze River Delta Region

The Yangtze River Delta Region covers 41 municipalities across Shanghai, as well as Jiangsu, Zhejiang and Anhui provinces. From 2015 to 2020, the nominal GDP of the Yangtze River Delta Region increased rapidly with a CAGR of 8.1% and reached RMB24,471 billion in 2020.

The total GFA of manufacturing industrial park development and operation market in the Yangtze River Delta Region reached almost 18.7 million sq.m by the end of 2020. The total GFA of Jiangsu’s manufacturing industrial park development and operation market accounted for approximately 47.8% of the total market, ranking first in the Yangtze River Delta Region, followed by Zhejiang’s, which accounted for 35.1%. At the city level, Wuxi, Shanghai, Ningbo and Suzhou possess higher total GFA of manufacturing industrial parks mainly due to their flourishing economy and booming manufacturing. Our Group had entered into 17 cities and ranked third in this area in terms of total GFA of manufacturing industrial parks by the end of 2020.

Pearl River Delta Region

The Pearl River Delta Region covers nine municipalities in Guangdong province, including Guangzhou, Foshan, Zhaoqing, Shenzhen, Dongguan, Huizhou, Zhuhai, Zhongshan and Jiangmen. The nominal GDP of the Pearl River Delta Region grew steadily from RMB6,254 billion in 2015 to RMB8,952 billion in 2020 with a CAGR of 7.4%.

By the end of 2020, the total GFA of manufacturing industrial parks in the Pearl River Delta Region exceeded 9.4 million sq.m. The total GFA of Shenzhen’s manufacturing industrial park accounted for around 32.0% of the total regional market, ranking first in the Pearl River Delta Region, and the total GFA in Foshan accounted for 25.4% of the total regional market. In addition, the total GFA of manufacturing industrial parks in cities with manufacturing clusters such as Dongguan and Huizhou are relatively large. Our Group had entered into five cities and ranked second in this area in terms of total GFA of manufacturing industrial parks by the end of 2020.

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Bohai Economic Rim

The Bohai Economic Rim covers Beijing, Tianjin, Hebei province, Liaoning province, and Shandong province. The nominal GDP in the region increased from RMB13,917 billion in 2015 to RMB18,464 billion in 2020, representing a CAGR of 5.8%.

The total GFA of manufacturing industrial parks located in the region was 14.4 million sq.m. by the end of 2020. 31.8% of the manufacturing industrial parks were located in Tianjin, and about 24.9% of the manufacturing industrial parks were located in Shandong province. Our Group entered into 11 cities and ranked second in this area in terms of total GFA of manufacturing industrial parks by the end of 2020.

OUTLOOK AND GROWTH DRIVERS

Future Trend of Manufacturing Industrial Park Development and Operation Market

A growing number of developers and operators play active roles in the value chain of manufacturing industrial park development and operation, such as administrative agency, to continuously support the development of the manufacturing industry while governments implement incentive policies with respect to high-quality development of manufacturing services.

To cater to the development demand of manufacturing enterprises, the business model is in the stage of continuous innovation, such as transforming from simple park management to provision of comprehensive industry services, and the main types of services are expanded from sales and leasing of properties to value-added services to support development of manufacturing enterprises. Taking into account the different characteristics of enterprises, developers and operators try to add customized space services based on the previous positioning of different industries within an industrial park. Therefore, well-known developers and operators, such as our Group, will be able to further explore market opportunities by providing comprehensive industrial park operational services.

Agglomeration in regional manufacturing clusters simultaneously influences the development of manufacturing industrial parks and the strategies of operators. Developers and operators focus more on the three major regions where enterprises are concentrated. Firstly, the three major regions have sufficient talents and it can be easier to attract talents from these regions. Secondly, expansion to neighboring cities can be witnessed in first-tier cities and the criteria for classification of city tier are based on the research conducted by YICAI (第一財經). Therefore, lower tier cities around first-tier cities tend to be a similar option to manufacturing industries considering the spillover effect and strict land supply orientations in first-tier cities.

The cost of development and operation of industrial parks is expected to increase, among which, land cost typically accounts for a significant proportion of operators’ costs, and has kept rising in recent years. The growth rate of the industrial land sold is expected to remain relatively high in line with the growing demand for development space in the manufacturing industry. However, the government intends to increase the efficiency of industrial land use and control the land price within a reasonable range for industry-oriented development. It is anticipated that the average land cost will continue to grow at a moderate pace with an increase of 4.0% in the foreseeable future. According to JLL, the average selling price of industrial land in the PRC is likely to rise from RMB445 per sq.m. in 2020 to RMB541 per sq.m. in 2025.

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Future Growth Drivers

Manufacturing Upgrading and High-quality Development

There is a tendency to transform manufacturing enterprises from low-end to high-end. According to the National Bureau of Statistics, the growth rate of output value of strategic emerging industries in the industry sector reached 8.4% in 2019, representing an industry upgrading and high-quality development trend in the manufacturing sector. Based on several national guidelines about high-end manufacturing and strategic emerging industries, standard facility construction for these manufacturing enterprises, especially those engaged in strategic emerging industries, is regulated and supported by the state. The benefits from industry agglomeration include promoting the agglomeration of high-quality productive participants, increasing economies of scales, stimulating the creativity of production research, and linking the industry chain from upstream to downstream.

Policy Supports

Manufacturing and relevant industrial parks enjoy policy supports. For industrial clusters and upgrading, the “Central Economic Work Conference in 2020” (二〇二〇年中央經濟工作會議), the Report on the Work of the Government in 2021《二〇二一年政府工作報告》 ( ) and The CPC Central Committee’s Proposals for Formulating the Fourteenth Five-Year Plan for National Economic and Social Development and the Long-Range Objectives Through the Year 2035《中共中 ( 央關於制定國民經濟和社會發展第十四個五年規劃和二〇三五年遠景目標的建議》) have been published by the PRC governments intensively during the period from December 2020 to March 2021. In addition, in July 2020, 17 departments of the State Council jointly published the Opinions of Seventeen Departments on Perfecting the System of Supporting the Development of Small- to Mid-Sized Enterprises《十七個部門關於完善中小企業發展支持體系的意見》 ( ), according to which small- to mid-sized manufacturing enterprises and their industrial carriers will be fully supported. Furthermore, the guidelines and principles for industrial land and relevant local regulations on parks, such as Guidelines for the implementation of Industry land policy 2019 (《產業用地政策實施工作指引（2019年版）》) and the Several Policies and Measures of Shanghai on Accelerating the Construction of Characteristic Industrial Parks and Promoting Industrial Investment《上海市關於加快特色產業園區建設促進產業投資的若干政策措施》 ( ), aim to encourage local governments to guide industrial land use and enhance industrial park management.

Demand for Precise Marketing and Sales

Industry upgrading and advanced manufacturing promotion are identified as function of manufacturing industrial parks. However, direct introduction of small- to mid-sized manufacturing enterprises by local governments may not reap a competitive advantage and show poor performance due to unmatched requirements of local governments and enterprises. Therefore, governments tend to encourage professional industrial park developers and operators to introduce target industrial enterprises precisely and provide professional comprehensive industrial park operational services by using industrial land resources effectively.

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Increase in Costs

Due to the increase in comprehensive costs including land costs, to ensure the high-quality development and prevent low efficiency and waste, local governments tend to foster industries more efficiently with strict policies and prudent land supply. Therefore, the development and operation in high density and agglomeration of industrial parks are more attractive. Guided by the Guidelines for the Implementation of Industry Land Policy 2019 and local regulations, governments mainly aim to encourage high density and industry-oriented use. This factor makes manufacturing industrial park developers and operators with proven track records more recognized and supported by the local governments.

COMPETITIVE LANDSCAPE

Due to strong demand for high-quality manufacturing environment in recent years and governmental preference for using industrial land for industry-oriented parks, the manufacturing industrial park development and operation market is growing fast, resulting in more participants stepping into the market. During the period from 2015 to 2020, the increment of total GFA of manufacturing industrial parks reached approximately 46.7 million sq.m. which represented about 85.0% of that in the period from 2010 to 2020.

Considering industry cluster effects and governmental orientations in manufacturing upgrading and transformation, the Yangtze River Delta Region, the Pearl River Delta Region and the Bohai Economic Rim are expected to still remain as the preferred options for developers and operators serving manufacturing enterprises.

Based on public disclosures and JLL Report, our Group ranked second with a total GFA of approximately 10.5 million sq.m.. The chart below sets forth the top five manufacturing industrial park developers and operators in China in terms of the total GFA of manufacturing industrial parks as of December 31, 2020.

The rank of our Group and competitors by total GFA

Ranking Company Total GFA (sq.m.) Market Share 1 Company A 14,672,471 23.4% 2 Our Group 10,484,756 16.7% 3 Company B 8,929,046 14.2% 4 Company C 2,710,907 4.3% 5 Company D 2,198,000 3.5%

Sources: JLL

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Growth and efficiency also matter in manufacturing industrial park development and operation. According to public disclosures of listed manufacturing industrial park developers and operators, the revenue growth rate of our Group was approximately 133% from 2019 to 2020 and ranked first among these of comparable enterprises. Moreover, according to public disclosures of listed manufacturing industrial park developers and operators, the asset turnover rate (calculated by dividing total income in 2020 by total average assets from December 31, 2019 to December 31, 2020) in 2020 was 0.55 and ranked second among these of comparable enterprises.

BARRIERS TO ENTRY

The vital barriers to entry are marketing and sales, development and comprehensive industrial park operational service capabilities. Furthermore, intensive capital investment and various professional skillsets, such as the capabilities of planning and design and operation expertise on a set of business services, are also required for developers and operators. New players are plagued by the lifted marketing and sales threshold and lack of sustainable land pursuing capabilities. Therefore, participants in the industry which have gained abundant land resources, experiences and market reputation across target regions generally possess competitive advantages over new entrants.

COMPETITIVE ADVANTAGES

Layout of the Nation Market and Rapid Penetration of Core Areas

As of February 28, 2021, our Group had a project portfolio of 70 industrial park projects in 45 cities. The number of cities covered by our Group ranks first among manufacturing industrial park developers and operators by the end of 2020. Based on the total GFA of manufacturing industrial parks, our Group ranked third, second and second, respectively, in the Yangtze River Delta Region, the Pearl River Delta Region and the Bohai Economic Rim by the end of 2020.

Nation-wide Industry Resource Marketing and Sales Capability

Furthermore, our Group develops a strong capability of industry marketing and sales for generating abundant industry resources, such as over 90 marketing and sales centers located in various cities, more than 1,000 specialists in the competitive marketing and sales team as well as O2O marketing and operation information platform, an online to offline productivity platform with over 200,000 enterprise information. The comprehensive marketing and sales system help us secure the success of business promotion.

Integrated Service Capabilities

Our Group contributes to building a comprehensive industrial park operational service platform. The services provided by our Group not only mean to be comprehensive industrial park operational services but also include abundant industry information and data. Our Group accesses business information and understands business demand by utilizing digital management solutions. Based on such solutions, our Group provides basic services, administration and facility management services and value-added supporting services from professional, standardized and detail-oriented dimensions.

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Strong Capability of Project Acquisition and High-quality Land Bank

Industrial land acquisition underlines the importance of industry-oriented. There are high requirements for governments to assign the industrial land-use rights and the capabilities of introducing industrial resources and serving industrial entities are valued. Our Group has gained a total land bank of 6.3 million sq.m. primarily in the Yangtze River Delta Region, the Pearl River Delta Region and the Bohai Economic Rim by February 28, 2020, providing an evidence of high-quality land reserve.

PRICE TREND OF COSTS

Price Trend of Land Cost

Land cost accounts for a significant proportion of costs of developers and operators, and has kept rising in recent years. The table below sets out industrial land cost of the PRC for the years indicated.

Industrial Land Cost of the PRC (2015-2020)

CAGR 2015 2016 2017 2018 2019 2020 2015-2020 Average industrial land sold price (RMB per sq.m.) 359 377 408 411 441 445 4.4%

Source: CREIS

Price Trend of Material Costs

Material costs are also crucial factors for developers and operators. Although these costs represented a decrease in 2020, it is anticipated to rebound in line with the rising prices of global raw materials in the foreseeable future. The table below sets out costs of typical cement and steel of the PRC for the years indicated.

Material costs of China (2015-2019)

CAGR 2015 2016 2017 2018 2019 2020 2015-2020

Cement (RMB per ton)3 373 351 404 471 488 484 5.30% Steel (RMB per ton)4 2,391 2,580 3,931 4,271 4,091 3,921 10.4%

Source: CEIC

3 Cement refers to Portland Cement 42.5 N/R

4 Steel refers to HRB400E 16mm

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This section sets out a summary of the most significant PRC laws and regulations that affect our business and the industry in which we operate. These include laws relating to, among others, the establishment of industrial park development enterprises, acquisition of land use rights, property development, sales or pre-sales of industrial park and other buildings and environment protection, etc.

ESTABLISHMENT OF INDUSTRIAL PARK DEVELOPMENT ENTERPRISES

General Provisions

In accordance with the Law of the People’s Republic of China on the Administration of Urban Real Estate《中華人民共和國城市房地產管理法》 ( ) (the “Urban Real Estate Law”) (promulgated on July 5, 1994, revised on August 30, 2007 and August 27, 2009 and latest amended on August 26, 2019 and came into effect on January 1, 2020), real estate development enterprises are defined as the enterprises that engage in real estate development and operation for the purpose of making profits. In accordance with the Regulations on the Administration of Development and Operation of Urban Real Estate《城市房地產開發經營管理條例》 ( ) (the “Development Regulations”) (promulgated and implemented on July 20, 1998 by the State Council, revised on January 8, 2011, March 19, 2018, March 24, 2019 and latest amended and came into effect on March 27, 2020), the establishment of a real estate development enterprise shall, in addition to the conditions for the enterprise establishment prescribed by relevant laws and administrative regulations, fulfill the following conditions: (i) the registered capital shall be RMB1 million or above; (ii) the enterprise shall employ no less than 4 full-time technical personnel with certificates of qualifications of real estate specialty and construction engineering specialty and no less than 2 full-time accountants with certificates of qualifications. People’s governments of provinces, autonomous regions and centrally-administered municipalities may, based on the actual conditions of the locality, set out more stringent requirements in respect of registered capital and technical professionals.

Foreign Investment in Industrial Park and other Development related

On January 1, 2020, the Measures on Reporting of Foreign Investment Information《外商 ( 投資信息報告辦法》) which was jointly issued by MOFCOM and State Administration for Market Regulation came into effect and replaced The Provisional Measures for the Filing Administration of Establishment and Changes of Foreign-Invested Enterprise (2018 Revision) (《外商投資企業設立及變更備案管理暫行辦法（2018年修正）》). It sets out the prescribed procedures for the establishment and modifications of foreign-invested enterprise to be registered or filed with delegated commerce authorities through enterprise registration system and specifies the procedures and requirements for online submission in detail.

The National People’s Congress issued Foreign Investment Law of the PRC《中華人民共 ( 和國外商投資法》) on March 15, 2019 (the “Foreign Investment Law”), the State Council released Regulation on the Implementation of the Foreign Investment Law of the PRC《中華人民共和國 ( 外商投資法實施條例》) on December 26, 2019, both of which came into effect on January 1, 2020 and replaced the Sino-Foreign Equity Joint Venture Enterprise Law of the PRC《中華人民共和國 ( 中外合資經營企業法》), the Sino-Foreign Cooperative Joint Venture Enterprise Law of the PRC (《中華人民共和國中外合作經營企業法》), the Wholly Foreign-Invested Enterprise Law of the PRC (《中華人民共和國外資企業法》) and their relevant implementation measures or detailed rules, and became the legal foundation for foreign investment in the PRC.

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The Foreign Investment Law sets out the basic regulatory framework for foreign investments and implements a system of pre-entry national treatment with a negative list for foreign investments, pursuant to which (i) foreign natural persons, enterprises or other organizations (collectively, the “foreign investors”) shall not invest in any sector forbidden by the negative list for access of foreign investment, (ii) for any sector restricted by the negative list, foreign investors shall conform to the investment conditions provided in the negative list, and (iii) sectors not included in the negative list shall be managed under the principle that domestic investment and foreign investment shall be treated equally. The Foreign Investment Law also sets forth necessary mechanisms to facilitate, protect and manage foreign investments and proposes to establish a foreign investment information report system in which foreign investors or foreign-funded enterprises shall submit the investment information to competent departments of commerce through the enterprise registration system and the enterprise credit information publicity system.

Under the Catalogue of Industries for Guiding Foreign Investment《外商投資產業指導目 ( 錄》) (the “Catalogue”) promulgated by MOFCOM and NDRC on March 10, 2015 and became effective on April 10, 2015, the construction of large-scale theme park falls within the category of industries in which foreign investment is restricted; the construction of golf courses and villas falls within the category of industries in which foreign investment is prohibited; and other real estate development falls within the category of industries in which foreign investment is permitted. Pursuant to the amended Catalogue (the “Catalogue (Edition 2017)”) promulgated by MOFCOM and NDRC on June 28, 2017 and became effective on July 28, 2017, the Special Management Measures (Negative List) for the Access of Foreign Investment (Edition 2018) (《外商投資准入特別管理措施（負面清單）（2018年版）》) (the “Negative List (Edition 2018)”) promulgated by the NDRC and the MOFCOM on June 28, 2018 and came into effect on July 28, 2018, and the Special Management Measures (Negative List) for the Access of Foreign Investment (Edition 2019)《外商投資准入特別管理措施 ( （負面清單）（2019年版）》) (the “Negative List (Edition 2019)”) promulgated by MOFCOM and NDRC on June 30, 2019 and came into effect on July 30, 2019, Industrial Park development does not fall within the Negative List (Edition 2018) and the restrictive measures for construction of large-scale theme park, golf courses and villas are equally applicable to domestic and foreign investment. MOFCOM and NDRC promulgated the Catalogue of Industries for Encouraging Foreign Investment (Edition 2019)《鼓勵外商投資產業目錄》 ( （2019年版）) on June 30, 2019 and became effective since July 30, 2019 and the Special Management Measures (Negative List) for the Access of Foreign Investment (Edition 2020)《外商投資准入特別管理措施 ( （負面清單）（2020年版）》) on June 23, 2020 and became effective since July 23, 2020, both of which superseded the Catalogue (Edition 2017), the Negative List (Edition 2018) and the Negative List (Edition 2019), while the policy for the real estate development remains the same.

On July 11, 2006, the Ministry of Construction, the MOFCOM, the NDRC, the PBOC, the SAIC and the SAFE jointly issued the Opinions on Regulating the Access and Administration of Foreign Investment in the Real Estate Market《關於規範房地產市場外資准入和管理的意見》 ( ), amended and became effective on August 19, 2015, which provides that: (i) foreign organizations and individuals who have established foreign-invested enterprises are allowed to invest in and purchase non-owner-occupied real estate in China; while branches of foreign organizations established in China are eligible to purchase commercial houses which match their actual needs for self-use under their names; (ii) the registered capital of foreign-invested

– 106 – 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. REGULATORY OVERVIEW real estate enterprises with the total investment amount exceeding or equal to US$10 million shall be no less than 50% of their total investment; (iii) foreign-invested real estate enterprises can apply for renewing the official foreign-invested enterprise approval certificate and business license with an operation term of one year only after they have paid back all the land premium and obtained the land administration department for the state-owned land use right certificate; (iv) with respect to equity transfer and project transfer of a foreign-invested real estate enterprise and the merger and acquisition of a domestic real estate enterprise by an overseas investor, the department in charge of commerce and other departments shall conduct examination and approval in strict compliance with the provisions of the relevant laws, regulations, and policies. The investor concerned shall submit a letter of guarantee on its promise to perform the Contract on the Transfer of State-owned Land Use Right (國有土地使用權出讓合同), the License for the Planning of Construction Land (建設用地規劃許可證), the License for the Planning of Construction Projects (建設工程規劃許可證) etc., and shall submit the Certificate for the Use of State-owned Land (國有土地使用證), the documents certifying that the change of registration has been filed with the relevant department in charge of construction (real estate) for record, and the certification materials issued by the relevant taxation authority on the tax payment in relevance; (v) foreign investors shall pay off all considerations for the transfer in a lump sum with their own funds if they acquire Chinese real estate enterprises or any equity interest held by Chinese parties in Sino-foreign Equity Joint Venture engaged in real estate industry.

On August 19, 2015, the Ministry of Housing and Urban-Rural Development of the People’s Republic of China (the “MOHURD”), MOFCOM, NDRC, PBOC, SAIC and SAFE jointly promulgated the Circular on Amending the Policies Concerning Access by and Administration of Foreign Investment in the Real Estate Market《關於調整房地產市場外資准入和管理有關政策 ( 的通知》), which amended certain policies on foreign- invested real estate enterprises and property purchased by overseas organizations and individuals as stated in the Opinions on Regulating the Access and Administration of Foreign Investment in the Real Estate Market (《關於規範房地產市場外資准入和管理的意見》) as follows, the requirements for the registered capital of foreign- invested real estate enterprises shall follow the provisions in the Provisional Regulations of the State Administration for Industry and Commerce on the Proportion of Registered Capital to Total Amount of Investment of a Sino-foreign Equity Joint Ventures《國家 ( 工商行政管理局關於中外合資經營企業註冊資本與投資總額比例的暫行規定》) promulgated and became effective on March 1, 1987; the requirement on full payment of registered capital of the foreign-invested real estate enterprises before applying for domestic or foreign loans or foreign exchange loan settlement is canceled.

QUALIFICATIONS OF INDUSTRIAL PARK AND OTHER DEVELOPERS

In accordance with the Development Regulations, a real estate development enterprise shall, within 30 days starting from the date of receipt of the business license, file the relevant documents for record to the real estate development authorities located at its place of registration. The real estate development authorities shall, on the basis of the assets, specialized technical personnel and business achievements, verify the class of qualification of the real estate development enterprise in question. The real estate development enterprise shall undertake real estate development projects in compliance with the verified class of qualification. Relevant detailed rules shall be formulated by the department of the construction administrative of the State Council.

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Pursuant to the Regulations on Administration of Qualification of Real Estate Development Enterprises《房地產開發企業資質管理規定》 ( ) (the “Circular 77”) promulgated on November 16, 1993 and amended on March 29, 2000, May 4, 2015, latest amended and came into effect on December 22, 2018, an enterprises engaged in real estate development shall apply for the approval in accordance with the provisions of application for the enterprise qualification classification. Enterprises that fail to obtain certificates of real estate investments shall not engage in the real estate development business. Enterprises engaged in real estate development are classified into four qualification classes: Class I, Class II, Class III and Class IV on the basis of their financial conditions, experience in real estate development business, construction quality, the professional personnel and quality control system etc.

Pursuant to the Circular 77, enterprises of various qualification classes shall engage in real estate development and management projects within the approved scope of business and shall not undertake any tasks which fall outside the approved scope of their own qualification classes.

Notwithstanding above-mentioned laws and regulations governing qualification of real estate development enterprises, some local competent authorities where our projects are located confirm that industrial properties are not subject to obtaining qualifications of real estate development enterprises, thus our local industrial-park project companies are not required to comply with qualification restrictions.

LAND USE RIGHTS FOR INDUSTRIAL PARK AND OTHER DEVELOPMENT RELATED

All land in the PRC is either state-owned or collectively-owned, depending on the location of the land. Where land in rural areas and suburban areas are legally owned by the State, the State holds ownership rights. The State has the right to take its ownership of land or the land use rights in accordance with laws for the reasons of public interest protection. In that event, compensation shall be paid by the State.

Although all land in the PRC is either state-owned or collectively-owned, individuals and entities may obtain land use rights and hold such land use rights for development purposes. Individuals and entities may acquire land use rights in different ways, the two most important ways are obtaining land grants from local land authorities and land which is transferred from land users who have already obtained land use rights.

Land Grants

National legislation

On April 12, 1988, the National People’s Congress (the “NPC”) passed an amendment to the Constitution of the PRC《中華人民共和國憲法》 ( ). The amendment allowed the transfer of land use rights for value to prepare for reforms of the legal regime governing the use of land and transfer of land use rights. On December 29, 1988, the Standing Committee of the NPC also amended the Land Administration Law of the People’s Republic of China《中華人民共和國土地 ( 管理法》) to permit the transfer of land use rights for value.

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On May 19, 1990, the State Council enacted the Provisional Regulations of the People’s Republic of China Concerning the Grant and Assignment of the Right to Use State-owned Land 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》 ( ). These regulations, generally referred to as the Urban Land Regulations, formalized the process of the grant and transfer of land use rights for value.

Upon paying in full the land premium pursuant to the terms of the contract, a land-grantee may apply to the relevant land bureau for the land use right certificate. In accordance with the PRC Civil Code《中華人民共和國民法典》 ( ), which was promulgated on May 5, 2020 and effective from January 1, 2021, the term of land use rights for land of residential use will automatically be renewed upon expiry. The renewal of the term of land use rights for other uses shall be dealt with according to the then-current relevant laws. In addition, if the State requests for the possession of land for public interest during the term of the relevant land use rights, compensation shall be paid to the owners of residential properties and other real estate on the land and the relevant land premium shall be refunded to them by the State.

According to Decision of the State Council on Intensifying the Reform and Tightening of Land Management《國務院關於深化改革嚴格土地管理的決定》 ( )，which was promulgated and effective from October 21, 2004, the requirements of control such as the investment intensity and development schedule shall be posted on the land for industrial projects. The land use right user shall assume relevant responsibilities for breach of contract in case he or she fails to use the land in accordance with the conditions specified.

The Circular of the State Council on Strengthening Land Control《國務院關於加強土地調 ( 控有關問題的通知》), which was promulgated and effective from August 31, 2006, established a System for Uniformly Publicizing the Standards for Minimum Price for Industrial Land Alienation. The state shall uniformly formulate and publicize the minimum rates for industrial land alienation for all localities in accordance with the grade of land as well as the policies for regional land use. The minimum rates for industrial land alienation shall not be less than the sum of the cost of obtaining land, the cost of land development in the prior period and the related expenses as collected in light of related provisions. The industrial land must be transferred by means of bid tendering, auction or hanging out a shingle at a price not less than the minimum rates as publicized. Where any land is transferred at a price no more than the rates for the industrial land alienation, or any subsidy or refund is given in any form, within the range of illegally transferring the state-owned land use right, for which the person concerned shall be investigated of legal liabilities subject to related laws.

Land Grant Methods

Pursuant to PRC laws and the stipulations of the State Council, except for land use rights which may be obtained through allocation, land use rights for property development are obtained through the grant from government. There are two ways by which land use rights may be granted, namely by private agreement or competitive processes (i.e., tender, auction or listing at a land exchange administered by the local government).

As of July 1, 2002, the grant of land use rights by way of competitive processes is governed by the Regulations on the Grant of Use Right of State-Owned Land by Bidding, Auction or Listing《招標拍賣掛牌出讓國有土地使用權規定》 ( ), issued by the Ministry of Land and Resources

– 109 – 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. REGULATORY OVERVIEW of the PRC on May 9, 2002 and revised as of September 28, 2007 with the name of Regulations on Granting State- Owned Construction Land Use Right through Bidding, Auction and Listing (《招標拍賣掛牌出讓國有建設用地使用權規定》) (the “Land Grant Regulations”) which became effective on November 1, 2007. The Land Grant Regulations specifically provide that land to be used for industrial, commercial, tourism, entertainment or commodity residential purposes, or where there are two or more intended users for the certain piece of land, shall be granted by way of competitive processes. A number of measures are provided by the Land Grant Regulations to ensure such grant of land use rights for commercial purposes is conducted openly and fairly.

On May 13, 2011, the Ministry of Land and Resources promulgated the Opinions on Upholding and Improving the System for the Transfer of Land by Bidding, Auction and Listing《關於堅持和完善土地招標拍賣掛牌出讓制度的意見》 ( ), which became effective from the same day, provides stipulations to improve policies on the supply of land through public bidding, auction and listing, and strengthen the active role of land transfer policy in the control of the real estate market.

On June 11, 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》 ( ) which became effective on August 1, 2003, to regulate granting of land use rights by agreement when there is only one land use applicant and the designated uses of which are other than for commercial purposes as described above. The criteria on the Remising of State-owned Land Use Right by Agreement (For Trial Implementation)《協議出讓國有土地使用權規範》 ( （試行）) issued by the Ministry of Land and Resources on May 31, 2006 and came into effect on August 1, 2006 further clarifies the specific due procedures and requirements related to remising of state-owned land use right by agreement.

DEVELOPMENT OF INDUSTRIAL PARK AND OTHER RELATED PROJECTS

Commencement of Industrial Park and other Related Development Projects

According to the Urban Real Estate Law, those who have obtained the right of land use by the way of grant for real estate development must develop the land in accordance with the land use and within the construction period as prescribed in the grant contract. When the land user fails to commence development after one year since the date of starting the development as prescribed by the grant contract, an idle land fee no more than 20% of the land grant premium may be collected and when the land user fails to commence development after two years, the right to use the land may be confiscated without any compensation, except where the delays are caused by force majeure, the activities of government, or the delay in the necessary preliminary work for starting the development.

Pursuant to the Measures on Disposal of Idle Land《閒置土地處置辦法》 ( ), which was promulgated on April 28, 1999 by the Ministry of Land and Resources and revised on June 1, 2012 and effective from July 1, 2012, land can be defined as idle land under any of the following circumstances:

• development and construction of the state-owned idle land is not commenced after one year of the prescribed time prescribed in the land use right grant contract or allocation decision; or

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• the development and construction of the state-owned idle land has been commenced but the area of the development and construction that has been commenced is less than one-third of the total area to be developed and constructed or the invested amount is less than 25% of the total amount of investment, and the development and construction have been continuously suspended for one year or more without an approval.

Where the delay of commencement of development is caused by the government’s behavior or due to the force majeure of natural disasters, the land administrative authorities shall discuss with the holder of state-owned construction land use rights and select the methods for disposal in accordance with the Measures on Disposal of Idle Land.

Planning of Industrial Park and other Related Projects

Under the Regulations on Planning Administration regarding Granting and Transfer of State- Owned Land Use Right in Urban Area《城市國有土地使用權出讓轉讓規劃管理辦法》 ( ) promulgated by the Ministry of Construction on December 4, 1992 and amended by the Decision of the Ministry of Housing and Urban-Rural Development on Revising and Repealing Certain Administrative Regulations《住房和城鄉建設部關於廢止和修改部分規章的決定》 ( ), which was promulgated and effective on January 26, 2011, a real estate developer shall apply for a License for the Planning of Construction Land (建設用地規劃許可證) from the municipal planning authority. After obtaining the License for the Planning of Construction Land, the real estate developer shall conduct all necessary planning and design works in accordance with relevant planning and design requirements. A planning and design proposal in respect of the real estate project shall be submitted to the municipal planning authority in compliance with the requirements and procedures under the Urban and Rural Planning Law of the People’s Republic of China《中華人民共和國城鄉規劃法》 ( ), which was issued on October 28, 2007 and amended on April 24, 2015 and latest amended and became effective on April 23, 2019, and a License for the Planning of Construction Projects (建設工程規劃許可證) from the municipal planning authority should be obtained by the real estate developer.

Construction Work Commencement License

The industrial park and other developers shall apply for a Construction Work Commencement License (建築工程施工許可證) from the relevant construction authority in accordance with the Regulations on Administration Regarding Permission for Commencement of Construction Works《建築工程施工許可管理辦法》 ( ) promulgated by the Ministry of Construction and became effective on October 15, 1999 and amended on July 4, 2001, June 25, 2014 and September 28, 2018 and latest amended on March 30, 2021 by the MOHURD.

Acceptance and Examination upon Completion of Industrial Park and other Related Projects

Pursuant to the Development Regulations, the Administrative Measures for the Registration Regarding Acceptance Examination upon Completion of Buildings and Municipal Infrastructure《房屋建築和市政基礎設施工程竣工驗收備案管理辦法》 ( ) promulgated by the Ministry of Construction on April 4, 2000 and amended on October 19, 2009 and the Provisions on Acceptance Examination upon Completion of Buildings and Municipal Infrastructure《房屋 (

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建築和市政基礎設施工程竣工驗收規定》) promulgated and implemented by the MOHURD on December 2, 2013, upon the completion of a real estate development project, the real estate development enterprise shall submit an application to the competent department of real estate development of local government at or above the county level, where the project is located, for examination upon completion of building and for filing purposes; and to obtain the Filing Form for Acceptance and Examination upon Completion of Construction Project. A real estate project shall not be delivered before passing the acceptance examination.

INSURANCE OF INDUSTRIAL PARK AND OTHER RELATED PROJECTS

There are no nationwide mandatory requirements in the PRC laws, regulations and government rules requiring a real estate developer to maintain insurance for its real estate projects. According to the Construction Law of the People’s Republic of China《中華人民共和國 ( 建築法》) promulgated by the Standing Committee of the NPC on November 1, 1997 and became effective on March 1, 1998 and amended on April 22, 2011 and latest amended and became effective on April 23, 2019, construction enterprises shall maintain work injury insurance and pay the insurance premium, while enterprises are encouraged to take up accident liability insurance for employees engaged in dangerous operations and pay the insurance premium. In the Opinions of the Ministry of Opinions on Strengthening the Insurance of Accidental Injury in the Construction Work《建設部關於加強建築意外傷害保險工作的指導意見》 ( ) promulgated by the Ministry of Construction on May 23, 2003 and became effective from the same day, the Ministry of Construction further emphasized the importance of the insurance of accidental injury in the construction work and put forward the detailed opinions of guidance.

INDUSTRIAL PARK AND OTHER RELATED TRANSACTION

Industrial Park and other Related Sale

Under the Measures for Administration of the Sales of Commodity Properties《商品房銷 ( 售管理辦法》) (the “Sale Measures”) promulgated by the Ministry of Construction on April 4, 2001 and became effective on June 1, 2001, the sale of commodity properties includes both sales prior to and after the completion of the properties.

Industrial Park and other Related Pre-sale

Any pre-sales of commodity properties must be conducted in accordance with the Measures for Administration of Pre-sale of Urban Commodity Properties《城市商品房預售管理 ( 辦法》) promulgated by the Ministry of Construction on November 15, 1994, as amended on August 15, 2001 and July 20, 2004 (the “Pre-sale Measures”). The Pre-sale Measures provides that any pre-sales of commodity properties is subject to specified procedures. If a real estate developer intends to sell commodity properties in advance, it shall apply to the real estate administrative authority to obtain a pre-sales license.

Pursuant to the Urban Real Estate Law and the Pre-sale Measures, the proceeds from the pre-sales of commodity properties shall be used to fund the development and construction of the corresponding projects.

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Measures Regarding the Supervision and Use of Pre-sale Proceeds

The legal regime in relation to the pre-sale proceeds management in the PRC is twofold, including (i) the applicable laws and regulations at the national level which set out the general principles and requirements; and (ii) the applicable regulations at provincial, municipal and other local levels which set out more detailed requirements.

Applicable Laws and Regulations at National Level

Pursuant to the Pre-sale Measures, and the Urban Real Estate Law《城市房地產管理法》 ( ), the pre-sale proceeds of commodity properties may only be used to fund the property development costs of the relevant projects with the approval of the relevant supervising authorities or banks. In addition, the Pre-sale Measures provides that proceeds from pre-sales of commodity properties shall be fully deposited into a bank account supervised by the competent regulatory authorities to ensure that the proceeds would be used to fund the development of property projects. Under the Pre-sale Measures, a property developer may be ordered to rectify any non-compliances within a prescribed period of time and imposed a fine that equals three times of its illegal gains but less than RMB30,000 per project if it fails to utilize pre-sales proceeds as required.

While above-mentioned laws and regulations governing pre-sale are generally interpreted to be applicable to “residential properties” and do not explicitly provide whether “industrial properties” also falls into the category of “commodity properties”, and would be in turn subject to pre-sale restrictions. During the Track Record Period and up to the Latest Practicable Date, certain industrial park projects are subject to the restrictions on pre-sale proceeds, because the local regulations or local governments require that factory buildings are also subject to pre-sale restrictions. Relevant laws and regulations at local levels governing pre-sale of such industrial-park projects are as follows:

Zhejiang (Ningbo)

According to the Provisional Administrative Measures for the Pre-sales of Commodity Properties of Zhejiang Province《浙江省商品房預售資金監管暫行辦法》 ( ) promulgated by the Department of Housing and Urban-rural Development of Zhejiang Province on September 16, 2010 which came into effect on November 1, 2010, all pre-sale proceeds shall be deposited into the escrow account and the usage of the pre-sale proceeds is subject to the supervision of the bank and the property developer must submit an application and furnished proof of the completion of stages of the project or other valid proof for payment before any usage. Furthermore, a proportion of the pre-sale proceeds which amount to at least 130% of the estimated budget of the supervised projects shall be under supervision according to the pre-sale proceeds supervision agreement, of which a sum which amounts to 20% of the estimated budget that is under supervision according to the regulatory agreement can be used to pay for the corresponding pre-engineering costs, management fees, sales expenses, financial expenses, unforeseen fees, taxes and simultaneous repayment of real estate development loans and other expenses of the project. Where the property developer provides false materials to apply for the opening of escrow account, defrauds engineering construction proceeds, withholds and embezzles the money of house purchasers for pre-sale proceeds from property purchasers without authorization, or fails to deposit the pre-sale proceeds from property purchasers into

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In addition, the rules for the Implementation Measures on Regulation of Commodity Houses Pre-sale Proceeds of Ningbo City《寧波市商品房預售資金監管實施細則》 ( ) (issued by Ningbo Housing and Urban-Rural Development Bureau on August 30, 2019) further stipulates that the pre-sale proceeds are divided into key supervising amount and general supervising amount. General supervising amount refer to the pre-sale proceeds that exceed the amount of key supervising amount. The pre-sale proceeds can only be withdrawn in accordance with the supervision agreement and the rules of the Implementation Measures. The balance of the supervision account shall not be lower than key supervising amount.

In addition, coping with the outbreak of novel coronavirus, measures have been imposed by the Zhejiang government to support the development of the property developer. According to the measures, the proportion of pre-sale proceeds of property available for settling preliminary engineering costs, management fees, sales fees, financial fees and other expenses shall be increased from 20% to 30% during period of the outbreak of novel coronavirus.

Shandong (Jinan)

According to the Measures on the Supervised of Commodity Properties Pre-sale Proceeds of Shandong Province《山東省商品房預售資金監管辦法》 ( ) (promulgated by Shandong Province Housing and Urban-Rural Development Department on January 6, 2017 and effective on March 1, 2017)，commodity house pre-sale proceeds shall be deposited into the supervisory account, real estate development enterprises shall not directly collect and deposit the price of house. When the total amount of pre-sale proceeds reached the established supervised amount, the pre-seller may withdraw the proceeds other than the supervised amount, but it must be prioritized for the construction of pre-sale projects.

The Supervised and Management Measures on Commodity Housing Pre-sale Proceeds of Jinan《濟南市商品房預售資金監督管理辦法》 ( ) (the “Measures 2016”, promulgated by Jinan City Urban and Rural Construction Committee on January 28, 2016 and became effective on March 1, 2016 with 5-year validity term) clearly stipulates the key supervised amount of pre-sale proceeds. The competent authority shall determine the key supervised amount of pre-sale proceeds according to the construction cost and progress. For real estate development enterprises with different credit rating, Jinan implement differentiated regulation. The AAA-grade real estate enterprises is calculated in accordance with 50% of key supervised amount, and AA-grade enterprises is calculated in accordance with 70% of key supervised amount. The enterprise shall not use the supervised amount of pre-sale proceeds without authorization; the amount beyond the key supervised amount can be used, but should be used for the construction of the development project as a priority.

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On April 1, 2021, Jinan City Urban and Rural Construction Committee promulgated The Supervised and Management Measures on Commodity Housing Pre-sale Proceeds of Jinan (《濟南市商品房預售資金監管辦法》) which became effective on April 6, 2021 and repealed Measures 2016, stipulates the supervised amount of pre-sale proceeds. After the pre-sale proceeds are deposited into the escrow account, the real estate development enterprise may withdraw and use the part in excess of the supervised amount, which shall be priority for the construction of the pre-sale project. Applying to use supervised amount shall be in accordance with the control nodes of the construction progress and comply with prescribed retention ratio. The real estate development enterprise whose credit is rated as Grade AAA in Jinan City, the retention ratio of supervised amount at each appropriation point shall be reduced by 5%. The real estate development enterprise whose credit is rated as Grade AA, the retention ratio of supervised amount at each appropriation point shall be reduced by 3%. If the projects meet the design standards and requirements of high-star green buildings, high-star health buildings, passive buildings with ultra-low energy consumption, and assembled buildings, the retention ratio of supervised amount at every appropriation point may be reduced by 10%. When the built storeys reach half of the planned total number of above-ground storeys, the retention ratio of supervised amount of pre-sale proceeds shall not be less than 60%; when the quality inspection and acceptance report for the main structure of project is obtained, the retention ratio shall not be less than 25%; when relevant filing forms for the completion and acceptance of project are obtained, the retention ratio shall not be less than 10%.

Zhangzhou

Housing and Urban-Rural Development Bureau of Zhangzhou issued the Implementation Opinions on the Regulation of Commodity Properties Pre-sale Proceeds of Zhangzhou Downtown《漳州市區商品房預售資金監管實施意見》 ( ) which became effective on September 1, 2015 and was amended on April 16, 2019 and came into effect on May 1, 2019, pursuant to which, property developer shall select a supervising bank and set up a dedicated account for pre-sale proceeds and sign a supervision agreement with Housing and Construction Bureau of Zhangzhou and the supervising bank. The dedicated account shall not open any form of self-service transfer function. The property developer shall sign the standardized commercial housing sale contract with the buyer, in which the name and number of the dedicated account are clearly specified. The supervised amount (監管資金額度) of pre-sale proceeds for each pre-sale permit project is determined based on construction area and floor numbers. The property developer shall apply for the use of pre-sale proceeds under supervision within certain threshold according to the construction progress upon approval of the Housing and Construction Bureau of Zhangzhou, the requirements of which are different from the former regulation issued in 2015 as mentioned above. After retaining the prescribed supervised amount in the dedicated account, the property developer can apply for withdrawal of the remaining amount on condition that there is no arrears in construction fees and migrant workers’ wages. During the outbreak of COVID-19, the General Office of People’s Government of Zhangzhou issued the Measures on Effectively Cope with Epidemic, Facilitate City Construction, Stabilized and Healthy Development of Zhangzhou City《漳州市有效應對疫情促進城市開發建設平穩健康 ( 發展的若干措施》) on February 20, 2020 and became effective from the same day, pursuant to which, the supervised amount shall be reduced by RMB500 per sq.m. if no bank guarantee letter for the purchase of the relevant property is required. The pre-sale proceeds in the supervised pre-sale account shall include mortgaged loan amount which the contract has been signed online, filed and has been approved by supervising bank but not recorded.

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Guangdong (Foshan)

According to the Administrative Regulations of Pre-sale of Commercial Premises of Guangdong Province《廣東省商品房預售管理條例》 ( ) (promulgated on August 22, 1998 and amended on October 14, 2000, July 23, 2010 and latest amended and became effective on September 25, 2014), property developers shall set up a special account for the pre-sale of commodity properties in the local banks, before the completion of the project, the pre-sale proceeds can only be used for payment of the construction materials and equipment necessary for the construction of the project, construction progress and statutory taxes, and shall not be diverted for other purposes. Developers having more than one commodity housing pre-sale projects, should set up special accounts for different commodity properties pre-sale proceeds separately.

The implementation of the supervision and management of commodity house pre-sale proceeds of Foshan《佛山市商品房預售款監督管理實施辦法》 ( ) (Foshan City Housing and Urban-Rural Development Bureau issued on December 7, 2020 and became effective on January 7, 2021 ) further provides that property developers are allowed to apply for the use of the general proceeds and the general proceeds shall be priority for the construction of the relevant projects. real estate development enterprises may apply for the utilization of pre-sale revenues if the pre-sale revenues reach 10% of the total sales the project. Real estate development enterprises shall apply for the utilization of such key proceeds in escrow in stages according to the construction progress of the commodity housing project. Before the topping out of the main structure, the capitals retained in the special account of the real estate development enterprises shall be based on their credit scores. Such credit scores shall be calculated based on the Administrative Measures on the Credit of Real Estate Industry of Bureau of Housing and Construction of Urban and rural Management of Foshan Municipality《佛山市住房和城鄉建設 ( 管理局房地產行業誠信管理辦法》), which was issued and became effective on December 31, 2015. Enterprises score 100 or above shall retain 10% of the total sales the project in their special accounts. Enterprises score 90 to 100 shall retain 15% of the total sales the project in their special accounts while enterprises score below 90 shall retain 20% of the total sales the project in their special accounts. Before the completion of acceptance examination, the capitals retained in the special account shall not be less than 5% of the total sales the project. Before the completion of initial registration and conditions for buyers to unilaterally complete the transfer registration have been fulfilled, the capitals retained in the special account shall not be less than 2% of the total sales the project.

Xiangtan

According to the Measures of Supervision and Management On Commodity Housing Pre-sale proceeds in Urban Areas of Xiangtan City《湘潭市城區商品房預售款監督管理辦法》 ( ) (issued by the Office of the People’s Government of Xiangtan City on September 20, 2018) and the Detailed Implementation Rules on Supervision and Management On Commodity Housing Pre-sale proceeds in Urban Areas of Xiangtan City《湘潭市市城區商品房預售款監督管理實施細 ( 則》) (issued by Housing and Urban-Rural Development Bureau of Xiangtan on October 24,2018 and became effective on November 24, 2018), Buyers shall make payment directly into escrow accounts when purchasing pre-sale commodity housing. Real estate development enterprises are prohibited from receiving commodity housing pre-sale revenues directly. The specific scope of use of the proceeds shall include the purchase of necessary building materials and equipment,

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Shenyang

According to the Supervision and Administration Measures on Pre-sale proceeds of Commodity House of Shenyang《瀋陽市商品房預售資金監管辦法》 ( ) promulgated on August 15, 2017, effective on August 22, 2017 and to be expired on August 21, 2022 by Real Estate Bureau of Shenyang, and the Detailed Implementation Rules on Supervision and Administration Measures on Pre-sale proceeds of Commodity Houses of Shenyang《瀋陽市商品房預售資金監管 ( 辦法實施細則》) promulgated on May 15, 2018, the real estate developers shall assist the purchaser to deposit all the payments of commodity houses into the escrow account, and shall not collect the payments by itself by any other means. Real estate developers may, according to the construction progress of a single building in the pre-sale commodity house project, apply for the withdrawal of the corresponding proportion of proceeds according to the proportion of construction progress. The regulatory department may suspend the appropriation of pre-sale proceeds and order developers to rectify within a time limit under circumstances including failing to deposit all the housing payment into the escrow account as required, evading supervision in the name of collecting other payments, evading supervision by providing false information, or other violations of commodity house pre-sale proceeds supervision. For developers who fail to rectify as required, the relevant real estate bureau may close the function of printing the contract for the sale of commodity house online once such developer made relevant application.

Tangshan

According to the Measures on the Supervised of Commodity Properties Pre-sale Proceeds of Tangshan《唐山市商品房預售資金監管辦法》 ( ) (promulgated by Tangshan Housing and Urban-Rural Development Department on March 18, 2016 and effective on March 20, 2016), property developers are allowed to apply for the use of the general proceeds which refer to the commodity housing pre-sale revenues deposited in escrow accounts in excess of the key proceeds in escrow and the general proceeds shall be priority for the construction of the relevant projects. The key proceeds in escrow shall be equal to the total amount of costs required for the

–117– 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. REGULATORY OVERVIEW construction, equipment, materials and supporting facilities of the project. Where property developers apply for the utilization of key proceeds, the maximum of proceeds available for withdrawal shall not exceed 30%, 55%, 75%, and 95% of the total key proceeds in escrow after the completion of construction of one-third of the total planned number of floors of the project, the completion of construction of half of the total planned number of floors of the project, the topping out of the main structure, and the completion of acceptance examination of project, respectively. property developers may withdraw the remaining key funds in escrow after the completion of initial registration of the project.

Mianyang

According to the Implementation Measures of Management On Commodity Housing Pre-sale in Urban Areas of Mianyang《綿陽城區城市商品房預售管理實施細則》 ( ) and the Measures of Supervision and Management on Commodity Housing Pre-sale proceeds in Urban Areas of Mianyang《綿陽城區商品房預售資金監督管理辦法》 ( ) (promulgated by Mianyang Housing and Urban-Rural Development Department and effective on April 22, 2021), the pre-sale proceeds shall be priority for project construction, delivery and relevant certificate handling. And the pre-sale proceeds shall be divided into three parts, namely, construction funds, taxes payable in advance and funds from redemption of mortgaged land, and shall be subject to classified regulation in light of different natures. The supervisory party for the construction funds shall be local competent authorities while the payable taxes and the funds from the redemption of the mortgaged land shall be subject to the supervision of the escrow bank. All the pre-sale proceeds shall be deposited in the regulatory account and used in accordance of directional allocation. Prior to execution of the regulatory agreement, the development enterprise shall file the relevant contracts, including but not limited to contracts of the project construction, land mortgage and loan, with the competent authority and escrow bank through the supervisory system, which shall serve as the basis for the application, examination and approval and appropriation of the pre-sale proceeds. In order to avoid misappropriation, using pre-sale proceeds shall be directly allocated to the third party relating to project construction pursuant to the contracts, and to the tax payment account of taxation and repayment account for land mortgage.

Zhuzhou

According to the Measures of Supervision on New-built Commodity Housing Pre-sale proceeds of Zhuzhou《株洲市新建商品房預售資金監管辦法》 ( ) (promulgated by Zhuzhou Housing and Urban-Rural Development Department on September,2018 and effective on October 8, 2018), real estate development enterprises shall use pre-sale proceeds for the construction of the project within the corresponding amount according to the actual construction progress of the project. The pre-sale proceeds available is divided into the amount of project construction proceeds and other available proceeds. The amount of project construction proceeds is the total planned investment of the project minus the paid-premium of land, which includes the amount of pre-development investment, the amount of investment in the construction of the main body and the amount of investment in supporting construction, respectively, accounting for 15%, 60% and 25% of the total construction funds planned for the project. If the real estate development enterprise is the one of A-class credit or applying for the national A-class residential performance project, the amount of investment in pre-development, the amount of investment in the construction of the main body and the investment of supporting

–118– 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. REGULATORY OVERVIEW construction will, respectively, account for 20%, 60%, 20% of the total construction funds planned for the project. The amount of other available proceeds for pre-sale proceeds is the amount beyond the total planned construction funds of the project, which does not exceed 40% of the total planned investment. After the enterprise obtains the pre-sale license, it can apply for the allocation of pre-sale proceeds within the scope of the pre-development investment for the construction. Based on the supervision system, the number, the actual completion progress of the main body of project in divided by the total number of aboveground planned floors and then multiplied by the investment quota for the construction of the main body of project, shall be deemed as the available amount of pre-sale proceeds of the project in the current period, and the enterprise may apply for appropriating pre-sale proceeds for the construction of the project within such amount.

Sales After Completion of Industrial Park and other Related Properties

Under the Sale Measures, commodity properties may be put to post-completion sale only when the following conditions have been satisfied: (i) the real estate development enterprise offering to sell the post-completion buildings shall have an enterprise legal person business license and a qualification certificate of real estate development; (ii) the enterprise has obtained land use right certificates or other approval documents of land use; (iii) the enterprise has obtained the Construction Project Planning License and the Construction Work Commencement License; (iv) the commodity properties have been completed and been inspected and accepted as qualified; (v) the relocation of the original residents has been well settled; (vi) the supplementary essential facilities for supplying water, electricity, heating, gas and communication have been made ready for use, and other supplementary essential facilities and public facilities have been made ready for use, or the schedule of construction and delivery date have been specified; and (vii) the property management proposal has been completed.

The Provisions on Sales of Commodity Properties at Clearly Marked Price《商品房銷售明 ( 碼標價規定》) was promulgated by the NDRC on March 16, 2011 and became effective on May 1, 2011. According to the provisions, any real estate developer or real estate agency is required to mark the selling price explicitly and clearly for both newly-built and second-hand commercial properties.

Property Mortgage

The mortgage of real estate in the PRC is mainly governed by the Property Rights Law of the People’s Republic of China《中華人民共和國物權法》 ( ), the Guarantee Law of the PRC《中華 ( 人民共和國擔保法》), both of which were replaced by the PRC Civil Code《中華人民共和國民法 ( 典》) on January 1, 2021, and the Measures for Administration of Mortgages of Urban Real Estate (《城市房地產抵押管理辦法》) ( promulgated by Ministry of Construction on May 9, 1997, revised and became effective on August 15, 2001). According to these laws and regulations, land use rights, the buildings and other real fixtures may be mortgaged. When a mortgage is created on the ownership of a building legally obtained, a mortgage shall be simultaneously created on the use right of the land on which the building is located. The mortgagor and the mortgagee shall enter into a mortgage contract in writing. A system has been adopted to register the mortgages of real estate. After a real estate mortgage contract has been signed, the contract parties shall register the mortgage with the real estate administration authority at the location where the real estate is situated. If a mortgage is created on the real estate in respect of which a property

–119– 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. REGULATORY OVERVIEW ownership certificate has been obtained legally, the registration authority shall make an entry under the “mortgage rights” item on the original property ownership certificate and issue a Certificate of Third Party Rights to a Building (不動產登記證明) to the mortgagee.

Lease of Properties

Both the Urban Land Regulations and the Urban Real Estate Law permit the leasing of granted land use rights and of the buildings or houses erected on the land. On December 1, 2010, MOHURD promulgated the Administrative Measures for Commodity House Leasing《商品房 ( 屋租賃管理辦法》) (the “New Lease Measures”), which was issued on December 1, 2010 and became effective on February 1, 2011, and replaces the Administrative Measures for Urban House Leasing《城市房屋租賃管理辦法》 ( ). Pursuant to the New Lease Measures, parties thereto shall register and file with the local property administration authority within thirty days after entering into the lease contract. Non-compliance with such registration and filing requirements shall be subject to fines up to RMB1,000 (individuals) and RMB1,000 to 10,000 (enterprises) provided that they fail to rectify within required time limits. According to the Urban Real Estate Law, the land proceeds included in the rental income derived from any building situated on allocated land where the land use rights have been obtained through allocation, shall be turned over to the State.

Under the PRC Civil Code《中華人民共和國民法典》 ( ), which was promulgated on May 5, 2020 and effective from January 1, 2021, the term of a leasing contract shall not exceed 20 years.

INDUSTRIAL PARK AND OTHER RELATED PROPERTIES REGISTRATION

The Interim Regulations on Real Estate Registration《不動產登記暫行條例》 ( ), promulgated by the State Council on November 24, 2014 and became effective on March 1, 2015 and amended on March 24, 2019, and the Implementing Rules of the Interim Regulations on Real Estate Registration《不動產登記暫行條例實施細則》 ( ) promulgated by the Ministry of Land and Resources on January 1, 2016 and latest amended and became effective on July 24, 2019, provide that, among other things, the State implements a uniform real estate registration system and the registration of real estate shall be strictly managed and shall be carried out in a stable and continuous manner that provides convenience for the people.

INDUSTRIAL PARK AND OTHER RELATED PROPERTIES FINANCING

Loans to Industrial Park and other Related Properties Development Enterprises

On August 30, 2004, the China Banking and Insurance Regulatory Commission (the “CBIRC”) issued a Guideline for Commercial Banks on Risks of Real Estate Loans《商業銀行房 ( 地產貸款風險管理指引》) which became effective from the same day. According to this guideline, no loans shall be granted to projects which have not obtained requisite land use right certificates, construction land planning licenses, construction work planning permits and construction work commencement permits. The guideline also stipulates that bank loans shall only be extended to real estate developers who applied for loans and contributed not less than 35% of the total investment of the property development project by its own capital. In addition, the guideline provides that commercial banks shall set up strict approval systems for granting loans.

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On July 29, 2008, the PBOC and the China Banking Regulatory Commission (“CBRC”) issued the Notice on Financially Promoting the Land Saving and Efficient Use《關於金融促進節 ( 約集約用地的通知》), which became effective from the same day, among other things,

• restricts granting loans to real estate developers for the purpose of paying land grant premiums;

• provides that, for secured loans for land reserve, legal land use right certificates shall be obtained;

• the loan on mortgage shall not exceed 70% of the appraised value of the collateral, and the term of loan shall be no more than two years in principle;

• provides that for the real estate developer who (i) delays the commencement of development date specified in the land use right grant agreement for more than one year, (ii) has not completed one-third of the intended project, or (iii) has not invested one-fourth of the intended total project investment, loans shall be granted or extended prudently;

• prohibits granting loans to the real estate developer whose land has been idle for more than two years; and

• prohibits taking idle land as a security for loans.

ENVIRONMENTAL PROTECTION

The laws and regulations governing the environmental requirements for real estate development in the PRC include the Environmental Protection Law of the People’s Republic of China《中華人民共和國環境保護法》 ( ) (issued on April 24, 2014 and became effective on January 1, 2015), the Prevention and Control of Noise Pollution Law of the People’s Republic of China (《中華人民共和國環境噪聲污染防治法》) (issued and became effective on December 29,2018), the Environmental Impact Assessment Law of the People’s Republic of China《中華人民共和國環境 ( 影響評價法》) (issued and became effective on December 29, 2018), the Administrative Regulations on Environmental Protection for Development Projects《建設項目環境保護管理條 ( 例》) (issued on July 16, 2017 and became effective on October 1, 2017). Pursuant to these laws and regulations, depending on the impact of the project on the environment, an environmental impact study report, an environmental impact analysis table or an environmental impact registration form shall be submitted by a developer before the relevant authorities will grant approval for the commencement of construction of the property development. In addition, upon completion of the property development, the relevant environmental authorities and the construction unit will also inspect the property to ensure compliance with the applicable environmental standards and regulations before the property can be delivered to the purchasers.

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FIRE PREVENTION MANAGEMENT

According to the Fire Prevention Law of the People’s Republic of China《中華人民共和國 ( 消防法》) promulgated by the Standing Committee of the NPC on April 29, 1998 and became effective on September 1, 1998, later amended on October 28, 2008 and became effective on May 1, 2009, and latest amended on April 23, 2019 and became effective on the same day, fire prevention facilities design and works for construction projects shall conform to State’s fire prevention technical standards for engineering construction.

CIVIL AIR DEFENSE PROPERTY

Pursuant to the PRC Law on National Defense《中華人民共和國國防法》 ( ) promulgated by the NPC on March 14, 1997, as amended on August 27, 2009 and latest amended on December 26, 2020 and became effective on January 1, 2021, national defense assets are owned by the state. Pursuant to the PRC Law on Civil Air Defense《中華人民共和國人民防空法》 ( ) (the “Civil Air Defense Law”), promulgated by the NPC on October 29, 1996, as amended and became effective on August 27, 2009, civil air defense is an integral part of national defense. The Civil Air Defense Law encourages the public to invest in the construction of civil air defense property and investors in civil air defense are permitted to use, manage the civil air defense property in time of peace and profit therefrom. However, such use must not impair their functions as air defense property. The design, construction and quality of the civil air defense properties must conform to the protection and quality standards established by the State. On November 1, 2001, the National Civil Air Defense Office issued the Administrative Measures for Developing and Using the Civil Air Defense Property at Ordinary Times《人民防空工程平時開發利用管理辦法》 ( ) and the Administrative Measures for Maintaining the Civil Air Defense Property《人民防空工程維 ( 護管理辦法》), and both became effective on November 1, 2001, which specify how to use, manage and maintain the civil air defense property.

PROPERTY MANAGEMENT ENTERPRISES

Enterprises shall engage in property management activities subject to relevant provisions under the Property Management Regulations《物業管理條例》 ( ) (implemented on September 1,2003, as amended on August 26, 2007 and February 6, 2016 and as amended according to the Decision of the State Council on Revising and Repealing Certain Administrative Regulations (《國務院關於修改和廢止部分行政法規的決定》) on March 19, 2018 and became effective on the same day).

On March 8, 2018, MOHURD issued Order No.39 Decision Regarding Repealing the Measures on Property Service Enterprises Qualification Management《關於廢止 ( 〈物業服務企業資質管理辦法〉的決定》), which became effective from the same day and repealed the Measures on Property Service Enterprises Qualification Management《物業服務企業資質管理辦法》 ( ), and currently qualification of property service enterprise is no longer required for providing property service within the PRC.

In accordance with the relevant regulations of Property Rights Law of the PRC《中華人民 ( 共和國物權法》), replaced by the PRC Civil Code《中華人民共和國民法典》 ( ) on January 1, 2021) and Property Management Regulations《物業管理條例》 ( ), selection and engagement of property service enterprises shall have the consent of not less than half of the total number of owners

– 122 – 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. REGULATORY OVERVIEW while the gross floor area in the exclusive possession of such owners shall not be less than half of the total gross floor area of the property. In the event that the property service enterprise has been selected by the construction department prior to the engagement of property service enterprise by the owners at the meeting of owners, a preliminary property management contract shall be signed.

Property Service Charge

According to the Property Management Regulations《物業管理條例》 ( ) (implemented on September 1, 2003, as amended on August 26, 2007 and February 6, 2016 and as amended according to the Decision of the State Council on Revising and Repealing Certain Administrative Regulations《國務院關於修改和廢止部分行政法規的決定》 ( ) on March 19, 2018), property service fees shall be stipulated in the property services contract pursuant to the charging methods of property services fees formulated by the competent price administration department of the State Council conjointly with the competent construction administration department of the State Council. Property service fees shall be reasonable, open, and in accordance with the level of service and distinguish different types of properties and their respective features. The competent price administration department of the State Council, in conjunction with the competent construction administration department of the State Council, shall strengthen the supervision over the charge of property service fees.

According to the Administrative Measures for Property Service Charges《物業服務收費管 ( 理辦法》) issued by the National Development and Reform Commission and the Ministry of Construction on November 13, 2003 and became effective on January 1, 2004, property service fees shall be subject to either the government’s guidance or market regulation, based on the different nature and characteristics of different properties. The specific charging methods shall be determined by competent price departments under the people’s governments of all provinces, autonomous regions and municipalities directly under the Central Government, in concert with the competent administrative departments of real estate. Where property service fees are subject to the government’s guidance, the competent price department shall work together with competent administrative departments of real estate to work out the benchmark prices and the range of variations depending on factors such as the level of property service, and publish the forgoing benchmark prices and the range of variations on a regular basis. The specific charging criteria shall be agreed upon by the property owner and the property management enterprise in the contract for property services, in accordance with the stipulated benchmark price and the range of variations. Where property service fees are subject to market regulation, the property service fees shall be agreed upon by the property owner and the property management enterprise in the contract for property services.

FOREIGN CURRENCY EXCHANGE

The principal regulations governing foreign currency exchange in the PRC are the Foreign Exchange Administrative Regulations《外匯管理條例》 ( ) (the “SAFE Regulations”) which was promulgated by the State Council and last amended and became effective on August 5, 2008. Under the SAFE Regulations, the RMB is generally freely convertible for current account items, including the distribution of dividends, trade and service related foreign exchange transactions, but not for capital account items, such as direct investment, loan, repatriation of investment and investment in securities outside the PRC, unless the prior approval of the SAFE is obtained.

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Pursuant to the Circular of the State Administration of Foreign Exchange on Issues concerning Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles《國家外匯管理局關 ( 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》) (the “SAFE Circular No. 37”), promulgated by SAFE and which became effective on July 4, 2014, (a) a PRC resident (the “PRC Resident”) shall register with the local SAFE branch before he or she contributes assets or equity interests in an overseas special purpose vehicle (the “Overseas SPV”), that is directly established or controlled by the PRC Resident for the purpose of conducting investment or financing; and (b) following the initial registration, the PRC Resident is also required to register with the local SAFE branch for any major change, in respect of the Overseas SPV, including, among other things, a change of the Overseas SPV’s PRC Resident shareholder(s), name of the Overseas SPV, term of operation, or any increase or reduction of the Overseas SPV’s registered capital, share transfer or swap, and merger or division. Pursuant to SAFE Circular No. 37, failure to comply with these registration procedures may result in penalties.

Pursuant to the Circular of the State Administration of Foreign Exchange 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》 ( ) (the “Circular 13”), which was promulgated on February 13, 2015 and with effect from June 1, 2015, the foreign exchange registration under domestic direct investment and the foreign exchange registration under overseas direct investment are directly reviewed and handled by banks in accordance with the Circular 13, and the SAFE and its branches shall perform indirect regulation over the foreign exchange registration via banks.

TAXES

Corporate Income Tax

Pursuant to the Enterprises Income Tax Law of the PRC《中華人民共和國企業所得稅法》 ( ) (the “EIT Law”) which was promulgated on March 16, 2007, later amended on February 24, 2017, and latest amended and became effective on December 29, 2018 and the Regulation on the Implementation of the Enterprise Income Tax Law of the PRC《中華人民共和國企業所得稅法實 ( 施條例》) which was promulgated on December 6, 2007 and with effect from January 1, 2008, and latest amended and became effective on April 23, 2019, the income tax for both domestic and foreign-invested enterprises is at the same rate of 25%. Furthermore, resident enterprises, which refer to enterprises that are set up in accordance with the PRC law, or that are set up in accordance with the law of the foreign country (region) but with its actual administration institution in the PRC, shall pay enterprise income tax originating both within and outside the PRC. While non-resident enterprises that have set up institutions or premises in the PRC shall pay enterprise income tax in relation to the income originating from the PRC and obtained by their institutions or establishments, and the income incurred outside the PRC but there is an actual relationship with the institutions or establishments set up by such enterprises. Where non-resident enterprises that have not set up institutions or establishments in the PRC, or where institutions or establishments are set up but there is no actual relationship with the income obtained by the institutions or establishments set up by such enterprises, they shall pay enterprise income tax in relation to the income originating from the PRC.

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On March 6, 2009, SAT issued the Measures Dealing with Income Tax of Enterprise Engaged in Real Estate Development and Operation《房地產開發經營業務企業所得稅處理辦法》 ( ) effective on January 1, 2008 and amended and became effective on June 15, 2018 by SAT, which specifically stipulates the rules regarding tax treatment of income and deduction of cost and fees, verification of calculated tax cost and tax treatment on certain matters of the real estate development enterprise according to the PRC Enterprise Income Tax Law and its implementation rules.

Pursuant to the Arrangement between Mainland China and Hong Kong for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income《內地和香 ( 港特別行政區關於所得避免雙重徵稅和防止偷漏稅的安排》) signed on August 21, 2006 and applicable in Hong Kong to income derived in any year of assessment commencing on or after April 1, 2007 and in mainland China to any year commencing on or after January 1, 2007, a company incorporated in Hong Kong will be subject to withholding income tax at a rate of 5% on dividends it receives from its PRC subsidiaries if it holds a 25% or more of equity interest in each such PRC subsidiary at the time of the distribution, or 10% if it holds less than a 25% equity interest in that subsidiary.

Value-added Tax

Pursuant to the Provisional Regulations on Value-added Tax of the PRC《中華人民共和國 ( 增值稅暫行條例》) promulgated on December 13, 1993 and last amended and became effective on November 19, 2017 and its implementation rules, all entities or individuals in the PRC engaging in the sale of goods, the provision of processing services, repairs and replacement services, and the importation of goods are required to pay value-added tax.

Pursuant to the Announcement of the SAT on Promulgating the Interim Administrative Measures for the Collection of Value-added Tax on the Sale of Self-developed Real Estate Projects by Real Estate Developers《國家稅務總局關於發佈 ( 〈房地產開發企業銷售自行開發的房地產項目增值稅徵收管理暫行辦法〉的公告》) which was promulgated on March 31, 2016 and with effect from May 1, 2016 and amended and became effective on June 15, 2018 by SAT, real estate developer shall pay value-added tax for the sales of its self-developed real estate project.

Land Appreciation Tax (LAT)

Under the Interim Regulations on Land Appreciation Tax of the PRC《中華人民共和國土 ( 地增值稅暫行條例》) promulgated by the State Council on December 13, 1993 and last amended and became effective on January 8, 2011 as well as its implementation rules issued on January 27, 1995, land appreciation tax is payable on the appreciation value derived from the transfer of land use rights and buildings or other facilities on such land, after deducting the deductible items.

Urban Land Use Tax

Pursuant to the Provisional Regulations of the PRC Governing Land Use Tax in Urban Areas《中華人民共和國城鎮土地使用稅暫行條例》 ( ) promulgated by the State Council on September 27, 1988, implemented on November 1, 1988 and amended on December 31, 2006 and December 7, 2013, latest amended and became effective on March 2, 2019, land use tax in respect of urban land is levied according to the area of relevant land.

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Deed Tax

Pursuant to the Interim Regulation of the People’s Republic of China on Deed Tax《中華 ( 人民共和國契稅暫行條例》) promulgated by the State Council on July 7, 1997 and implemented on October 1, 1997, and latest amended and became effective on March 2, 2019, a deed tax is chargeable to transferees of land use rights and/or ownership in real property within the PRC. These taxable transfers include: (i) grant of land use rights; (ii) sale, gift and exchange of land use right, other than transfer of right to manage “rural collective land” (i.e. the land located in rural area and collectively owned by farmers); and (iii) sale, gift and exchange of real property. The deed tax rate is between 3% and 5% and is subject to determination by local governments at the provincial level in light of local conditions.

Stamp Duty

Under the Interim Regulations of the PRC on Stamp Duty《中華人民共和國印花稅暫行條 ( 例》) promulgated by the State Council on August 6, 1988 and implemented on October 1, 1988 and amended and became effective on January 8, 2011, for real estate transfer instruments, including those in respect of real estate ownership transfer, the stamp duty rate shall be 0.05% of the amount stated therein; for permit and certificates relating to rights, including real estate title certificates and land use rights certificates, stamp duty shall be levied on an item basis of RMB5 per item.

Real Estate Tax

In accordance with the PRC Provisional Rules on Real Estate Tax《中華人民共和國房產稅 ( 暫行條例》) promulgated by the State Council on September 15, 1986 and amended and became effective on January 8,2011 and the PRC State Council Order 546 (中華人民共和國國務院令2008第 546號), for enterprises in PRC, no matter domestic or foreign-invested, the building tax is calculated at the rate of 1.2% on the value of self-owned real estate or at the rate of 12% on rental income derived from real estate.

Municipal Maintenance Tax and Education Surcharge

On October 18, 2010, the State Council released a circular entitled Notice Issued by the State Council to Unify the Collection of Municipal Maintenance Tax and Education Surcharges on Domestic and Foreign-Invested Enterprises and Individuals《關於統一內外資企業和個人城 ( 市維護建設稅和教育費附加制度的通知》) to resume the collection of surtaxes from foreign invested enterprises and foreign enterprises, effective from December 1, 2010. Similar to the rate applicable to the domestic enterprises, the applicable municipal maintenance tax rate for foreign invested enterprises and foreign enterprises is 7% for a taxpayer whose domicile is in an urban area, 5% for a taxpayer whose domicile is in a county or a town, and 1% for a taxpayer whose domicile is not in any urban area or county or town; the unified applicable education surcharge rate for foreign invested enterprises and foreign enterprises is 3%.

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LABOR PROTECTION

Pursuant to the Labor Law of the PRC《中華人民共和國勞動法》 ( ) and the Labor Contract Law of the PRC《中華人民共和國勞動合同法》 ( ) which were separately with effect from January 1, 1995 (amended on August 27, 2009 and on December 29, 2018 respectively) and January 1, 2008 and amended on December 28, 2012 and became effective on July 1, 2013, respectively, labor contracts shall be concluded if labor relationships are to be established between the employer and the employees.

Pursuant to the Social Insurance Law of the PRC《中華人民共和國社會保險法》 ( ) which was promulgated on October 28, 2010 and with effect from July 1, 2011 and amended on December 29, 2018, the Interim Regulations Concerning the Collection and Payment of Social Insurance Premiums《社會保險費徵繳暫行條例》 ( ) promulgated and implemented on January 22, 1999 by the State Council and revised and became effective on March 24, 2019, the Interim Measures Concerning the Maternity Insurance of Employees of an Enterprise《企業職工生育保險試行辦 ( 法》) promulgated on December 14, 1994 and implemented on January 1, 1995 by former Ministry of Labor, and the Regulation on Occupational Injury Insurances《工傷保險條例》 ( ) promulgated on April 27, 2003 by the State Council and implemented on January 1, 2004 and amended on December 20, 2010 by the State Council and became effective on January 1, 2011, and regulations on pension insurance, medical insurance and unemployment insurance in the provincial and municipal level, employees shall participate in basic pension insurance, basic medical insurance schemes and unemployment insurance. Basic pension, medical and unemployment insurance contributions shall be paid by both employers and employees. Employees shall also participate in work-related injury insurance and maternity insurance schemes. Work-related injury insurance and maternity insurance contributions shall be paid by employers rather than employees. An employer shall make registration with the local social insurance agency in accordance with the provisions of the Social Insurance Law of PRC.

Pursuant to the Regulations on Management of Housing Provident Fund《住房公積金管 ( 理條例》) which was promulgated on April 3, 1999 and amended on March 24, 2002, and latest amended and became effective on March 24, 2019, employers shall undertake registration at the competent administrative center of housing provident fund and then, upon the examination by such administrative center of housing provident fund, undergo the procedures of opening the account of housing provident fund for their employees at the relevant bank. Enterprises are also obliged to timely pay and deposit housing provident fund for their employees in full amount.

PRC MERGER & ACQUISITION

Pursuant to Provisions on the Merger and Acquisition of Domestic Enterprises by Foreign Investors《關於外國投資者併購境內企業的規定》 ( ) (the “M&A Rules”) which was promulgated by the MOFCOM, the State-owned Assets Supervision and Administration Commission of the State Council, the State Administration of Taxation, the State Administration for Industry and Commerce, China Securities Regulatory Commission (the “CSRC”) and the SAFE on August 8, 2006, and subsequently amended by the MOFCOM on June 22, 2009 and became effective on the same day, which provided that the scenarios qualify as an acquisition of a domestic enterprise by a foreign investor.

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INTELLECTUAL PROPERTY RIGHTS

Patent

According to the Patent Law of the PRC《中華人民共和國專利法》 ( ), promulgated by the SCNPC on March 12, 1984, amended on December 27, 2008, effective as of October 1, 2009 and further amended on October 17, 2020 and will be effective on June 1, 2021, and the Implementing Rules of the Patent Law of the PRC《中華人民共和國專利法實施細則》 ( ), promulgated by the China Patent Bureau Council on January 19, 1985, last amended on January 9, 2010, and effective from February 1, 2010, there are three types of patents in the PRC: invention patents, utility model patents and design patents. Under the currently effective Patent Law, the protection period of a patent right for invention patents shall be 20 years and the protection period of a patent right for utility model patents and design patents shall be 10 years, both commencing from the filing date.

Domain Names

The Administrative Measures on Internet Domain Names《互聯網域名管理辦法》 ( )was promulgated by the Ministry of Industry and Information Technology of the PRC on August 24, 2017 and became effective on November 1, 2017. These measures regulate the registration of domain names in Chinese with the Internet country code of “.cn”.

The Copyright Law of the People’s Republic of China《中華人民共和國著作權法》 ( )was promulgated on September 7, 1990 and then took effect on June 1, 1991 and was amended in 2001 and in 2010, provides that Chinese citizens, legal persons, or other organizations shall, whether published or not, own copyright in their copyrightable works, which include, among others, works of literature, art, natural science, social science, engineering technology and computer software.

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HISTORY AND DEVELOPMENT

Overview

Our history can be traced back to June 2015, when our first subsidiary, Nantong Zoina, was established in the PRC in preparation for the development of our first industrial park project, namely Nantong Tongzhou Bay Binhai Park (南通通州灣濱海園區). We develop and sell standardized and/or customized plants in the industrial parks to small- to mid-sized enterprises, most of which are manufacturing enterprises. During the Track Record Period, the development and sales of plants inside our industrial parks was the major component of our business. We also provide comprehensive industrial park operational services to enterprises who purchased or leased our plants. We design, develop and operate parks in line with local government development plans.

Deeply rooted in the Yangtze River Delta Region, we have successfully expanded into the Pearl River Delta Region and the Bohai Economic Rim since 2017 and further extended our coverage to the provincial capitals and major cities with great growth potentials in the Central and Western regions in the PRC. As of February 28, 2021, we had established our presence in 17 cities in the Yangtze River Delta Region with 27 industrial park projects, five cities in the Pearl River Delta Region with 10 industrial park projects, 11 cities in the Bohai Economic Rim with 18 industrial park projects, and 12 cities in other regions with 15 industrial park projects; and we had a total of 72 property projects at different stages of development with a total GFA attributable to us of approximately 8.7 million sq.m. in the fast-developing cities of the PRC. According to CRIC China, we ranked among “Top 30 Industrial Park Operator in the PRC”.

Business Development Milestones

The following sets out the key milestones in our business development: Year Milestone

2015 ...... Ourfirst subsidiary, Nantong Zoina, was established in the PRC

2016 ...... We entered into the land grant contract in respect of development site of our first industrial park project, namely Nantong Tongzhou Bay Binhai Park (南通通州灣濱海園區)in Nantong, Jiangsu Province

We further expanded our presence into the Yangtze River Delta Region

2017 ...... Westrategically expanded our business into the Pearl River Delta Region and the Bohai Economic Rim

2018 ...... Zoina Goldstone, the principal onshore holding company of our Group and the centralized management platform of our industrial parks development projects, was established in the Shanghai Municipality

We moved our headquarters from Nantong, Jiangsu Province to the Shanghai Municipality

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Year Milestone

We started to deliver completed properties of our Shanghai Songjiang Manufacturing Industrial Park (上海松江製造產業園) which is located in tier one city, Shanghai Municipality and stated to provide comprehensive industrial park operational services to enterprises who purchased the plants of this industrial park

2020 ...... According to the JLL Report, we ranked first in terms of city coverage and ranked second in terms of the total GFA among all manufacturing industrial park developers and operators in the PRC as of December 31, 2020

We ranked among Top 30 Industrial Park Operator in the PRC by CRIC China (克爾瑞（中國）)

CORPORATE DEVELOPMENT

As of the Latest Practicable Date, our Group had either established or acquired operating subsidiaries in the PRC to carry out our business. The major corporate developments of our subsidiaries which were material to our performance during the Track Record Period are set out below:

Zoina Goldstone

Zoina Goldstone is the principal onshore holding company of our Group and the centralized management platform of our industrial parks development projects. It was established in the PRC with limited liability on June 15, 2018 with an initial registered capital of RMB200 million. As of the date of its establishment, Zoina Goldstone was wholly owned by Zhongnan Holding.

The registered capital of Zoina Goldstone was reduced to RMB2 million on November 1, 2018 and subsequently increased to RMB221.25 million through capital injection of RMB219.25 million by Zhongnan Holding on November 23, 2018 due to corporate restructuring plan within the industrial parks development sector of Zhongnan Holding. On January 16, 2020, the registered capital of Zoina Goldstone was further increased to RMB250 million through capital injections of RMB6.25 million by Zhongnan Holding and RMB22.5 million by certain employees of the Group (the “Onshore Employee Shareholders”) pursuant to an onshore employee share incentive scheme (including RMB10 million by Mr. Cong Xuefeng (叢學豐), RMB3.75 million by Mr.LiJin(李勁), RMB2.5 million by Mr. Zhou Lei (周磊), RMB2.5 million by Mr. Zhang Jun (章鈞 ), RMB1.875 million by Chen Zhi (陳治) and RMB1.875 million by Mr. Li Zhigang (李志剛)). Upon completion of such capital injections, Zoina Goldstone became owned as to 91% by Zhongnan Holding, 4% by Mr. Cong Xuefeng, 1.5% by Mr. Li Jin, 1% by Mr. Zhou Lei, 1% by Mr. Zhang Jun, 0.75% by Mr. Chen Zhi and 0.75% by Mr. Li Zhigang. On June 23, 2020, through another round of capital injections of RMB682.5 million by Zhongnan Holding and RMB67.5 million by the Onshore Employee Shareholders (including RMB30 million by Mr. Cong Xuefeng, RMB11.25 million by Mr. Li Jin, RMB7.5 million by Mr. Zhou Lei, RMB7.5 million by Mr. Zhang Jun, RMB5.625 million by Mr. Chen Zhi and RMB5.625 million by Mr. Li Zhigang), the registered capital of Zoina Goldstone was further increased to RMB1 billion and the shareholding structure remained unchanged.

On December 7, 2020, pursuant to an equity transfer agreement entered among all the then shareholders of Zoina Goldstone and for the purpose of streamlining the shareholding of our Group as part of the Reorganization, each of the Onshore Employee Shareholders transferred his

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As part of our Reorganization, on January 7, 2021, Zhongnan Holding transferred its 100% equity interest in Zoina Goldstone to Jiangsu Hengrun at a consideration of RMB1,002,520,000, which was determined with reference to the net book value of Zoina Goldstone, part of which was treated as capital contribution by Zhongnan Holding to the registered capital of Jiangsu Hengrun, with the remainder treated as contribution by Zhongnan Holding to the capital reserve of Jiangsu Hengrun. As a result, Zoina Goldstone became wholly owned by Jiangsu Hengrun. See “—Reorganization—4. Onshore reorganization” below for details.

Hangzhou Zoina

Hangzhou Zoina is the project company for one of our industrial park development projects, namely Hangzhou Xiaoshan Qianjiang Cloud Valley Base (杭州蕭山錢江雲谷基地). It was established in the PRC with limited liability on June 23, 2016 with an initial registered capital of RMB340 million. As of the date of its establishment, Hangzhou Zoina was wholly owned by Zhongnan Holding.

On December 13, 2018, Zhongnan Holding transferred its 100% equity interest in Hangzhou Zoina to Zoina Goldstone at a consideration of RMB89,742,376.81, which was determined with reference to the net book value of Hangzhou Zoina, and was treated as capital contribution by Zhongnan Holding into the registered capital of Zoina Goldstone. As a result, Hangzhou Zoina became wholly owned by Zoina Goldstone.

Nantong Zoina

Nantong Zoina is the project company for one of our industrial park development projects, namely Nantong Tongzhou Bay Binhai Park (南通通州灣濱海園區). It was established in the PRC with limited liability on June 17, 2015 with an initial registered capital of RMB50 million. As of the date of its establishment, Nantong Zoina was wholly owned by Zhongnan Holding.

On December 25, 2018, Zhongnan Holding transferred its 100% equity interest in Nantong Zoina at a consideration of RMB52,447,523.41, which was determined with reference to the net book value of Nantong Zoina, and was treated as capital contribution by Zhongnan Holding into the registered capital of Zoina Goldstone. As a result, Nantong Zoina became wholly owned by Zoina Goldstone.

Ji’nan Zoina

Ji’nan Zoina is the project company for one of our industrial park development projects, namely Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮). It was established in the PRC with limited liability on June 1, 2017 with an initial registered capital of RMB50 million. As of the date of its establishment, Ji’nan Zoina was wholly owned by Jiangsu Zhongnan Construction Group Co., Ltd. (江蘇中南建設集團股份有限公司)(“Zhongnan Construction”), a real estate company listed on the Shenzhen Stock Exchange (stock code: SZ.000961).

On November 26, 2018, Zhongnan Construction transferred 100% of its equity interest in Ji’nan Zoina to Zoina Goldstone at a consideration of RMB82.438 million, which was determined after arm’s length negotiations with reference to the the market value of the equity interest held by the shareholders in Ji’nan Zoina as of June 30, 2018, as assessed by an independent valuer. Upon completion of such equity transfer, Ji’nan Zoina became wholly owned by Zoina Goldstone.

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Shanghai Rongshi

Shanghai Rongshi is the project company for one of our industrial park development projects, namely Songjiang Manufacturing Industrial Park (松江製造產業園). It was established in the PRC with limited liability on August 16, 2017 with an initial registered capital of RMB50 million. As of the date of its establishment, Shanghai Rongshi was wholly owned by Zhongnan Holding.

On December 25, 2018, Zhongnan Holding transferred its 100% equity interest in Shanghai Rongshi to Zoina Goldstone at a consideration of RMB40,701,698.48, which was determined with reference to the net book value of Shanghai Rongshi, and was treated as capital contribution by Zhongnan Holding into the registered capital of Zoina Goldstone. As a result, Shanghai Rongshi became wholly owned by Zoina Goldstone.

Foshan Shunde Jinrong

Foshan Shunde Jinrong is the project company for one of our industrial park development projects, namely Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town (佛山順德粵港澳大灣區智能創新小鎮). It was established in the PRC with limited liability on September 27, 2017 with an initial registered capital of RMB50 million. Since its establishment, Foshan Shunde Jinrong has been wholly owned by Nantong Zoina.

Deqing Zoina

Deqing Zoina is the project company for one of our industrial park development projects, namely Huzhou Deqing Canal Smart Valley Industrial Park (湖州德清運河智谷產業園). It was established in the PRC with limited liability on April 16, 2018 with an initial registered capital of RMB100 million. As of the date of its establishment, Deqing Zoina was wholly owned by Nantong Zoina, which was then wholly-owned by Zhongnan Holding.

On April 3, 2019, the registered capital of Deqing Zoina was increased from RMB100 million to RMB105 million through capital injections of RMB3.6 million, RMB0.8 million and RMB0.6 million by Nantong Zoina, Shanghai Yaoben Information Consulting Center (Limited Partnership) (上海耀本信息諮詢中心（有限合夥）)(“Shanghai Yaoben”) and Hangzhou Hangshi Business Consulting Partnership (Limited Partnership) (杭州航石商務諮詢合夥企業（有限合夥）) (“Hangzhou Hangshi”), respectively. Shanghai Yaoben and Hangzhou Hangshi were established pursuant to our co-investment scheme as the nominee for our employees, all being our management team members and key personnel. See “Business—Employees” for further details regarding the co-investment scheme. Upon completion of such capital injections, Deqing Zoina became owned as to approximately 98.67% by Nantong Zoina, 0.76% by Shanghai Yaoben and 0.57% by Hangzhou Hangshi.

On July 22, 2019, the registered capital of Deqing Zoina was further increased from RMB105 million to RMB525 million through a capital injection of RMB420 million from Shanghai Jiakun Real Estate Development Co., Ltd. (上海嘉堃房地產開發有限公司)(“Shanghai Jiakun”), an Independent Third Party which entered into a financing arrangement with Deqing Zoina. Upon completion of such capital injection, Deqing Zoina became owned as to approximately 19.73% by Nantong Zoina, 0.15% by Shanghai Yaoben, 0.11% by Hangzhou Hangshi and 80% by Shanghai Jiakun, which was held as a security for the financing arrangement. Upon full repayment of the loan under the financing arrangement, on October 14, 2020, the registered capital of Deqing Zoina was reduced from RMB525 million to RMB105 million through a capital reduction of the equity interest held by Shanghai Jiakun in the amount of RMB420 million. Upon completion of such capital reduction, Deqing Zoina became owned as to approximately 98.67% by Nantong Zoina, 0.76% by Shanghai Yaoben and 0.57% by Hangzhou Hangshi.

Changzhou Jinlin

Changzhou Jinlin is the project company for one of our industrial park development projects, namely Changzhou Tianning Kechuang Smart Valley (常州天寧科創智谷). It was

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On March 28, 2019, the registered capital of Changzhou Jinlin was increased to RMB55 million through capital injections of RMB3.2 million, RMB1.8 million and RMB0.9 million by Nantong Zoina, Yangzhou Hangshi Information Consulting Center (Limited Partnership)) (揚州航石信息諮詢中心（有限合夥）)(“Yangzhou Hangshi”), which was established pursuant to our co-investment scheme as the nominee for our employees, all being our management team members and key personnel, and Shanghai Yaoben, respectively. Upon completion of such capital injections, Changzhou Jinli became owned as to approximately 95.09% by Nantong Zoina, 3.27% by Yangzhou Hangshi and 1.64% by Shanghai Yaoben.

Hefei Zoina

Hefei Zoina is the project company for one of our industrial park development projects, namely Hefei Changfeng Smart Manufacturing Industrial Park (合肥長豐智能製造產業園). It was established in the PRC with limited liability on May 14, 2018 with an initial registered capital of RMB50 million. As of the date of its establishment, Hefei Zoina was wholly owned by Nantong Zoina, which was then wholly-owned by Zhongnan Holding.

On May 17, 2019, the registered capital of Hefei Zoina was increased to RMB55 million through capital injections of RMB2.5 million, RMB1.5 million and RMB1 million, by Nantong Zoina, Shanghai Yaoben and Hefei Hangshi Enterprise Management Consulting Partnership (Limited Partnership) (合肥航石企業管理諮詢合夥企業（有限合夥）)(“Hefei Hangshi”), which was established pursuant to our co-investment scheme as the nominee for our employees, all being our management team members and key personnel, respectively. Upon completion of such capital injections, Hefei Zoina became owned as to approximately 95.45% by Nantong Zoina, 2.73% by Shanghai Yaoben and 1.82% by Hefei Hangshi.

Huizhou Jinshi

Huizhou Jinshi is the project company for one of our industrial park development projects, namely Huizhou Zhongkai High-end Electronic Information Industrial Park (惠州仲愷高端電子信息產業園). It was established in the PRC with limited liability on May 23, 2019 with an initial registered capital of RMB50 million. As of the date of its establishment, Huizhou Jinshi was wholly owned by Zoina Goldstone.

On November 4, 2019, the registered capital of Huizhou Jinshi was increased to RMB52 million through capital injections of RMB0.5 million, RMB0.5 million and RMB1 million, by Zoina Goldstone, Shanghai Yaoben and Jiangmen Jinhang Investment Consulting Service Center (Limited Partnership) (江門市錦航投資諮詢服務中心(有限合夥)) (“Jiangmen Jinhang”), which was established pursuant to our co-investment scheme as the nominee for our employees, all being our management team members and key personnel, respectively. Upon completion of such capital injections, Huizhou Jinshi became owned as to approximately 97.12% by Zoina Goldstone, 1.92% by Jiangmen Jinhang and 0.96% by Shanghai Yaoben.

Ningbo Zoina

Ningbo Zoina is the project company for one of our industrial park development projects, namely Ningbo Zhenhai Smart Manufacturing Park (寧波鎮海智造谷). It was established in the PRC with limited liability on September 6, 2018 with an initial registered capital of RMB90 million. As of the date of its establishment, Ningbo Zoina was wholly owned by Zoina Goldstone.

On March 26, 2019, the registered capital of Ningbo Zoina was increased to RMB93 million through capital injections of RMB1.63 million, RMB0.43 million and RMB0.94 million by Zoina

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Goldstone, Shanghai Yaoben and Hangzhou Hangshi, respectively. Upon completion of such capital injections, Ningbo Zoina became owned as to approximately 98.53% by Zoina Goldstone, 0.46% by Shanghai Yaoben and 1.01% by Hangzhou Hangshi.

On October 14, 2020, the registered capital of Ningbo Zoina was further increased to RMB150 million through capital injections in the aggregate amount of RMB57 million by Zoina Goldstone, Shanghai Yaoben and Hangzhou Hangshi in proportion to their respective equity interest in Ningbo Zoina. Upon completion of such capital injections, Ningbo Zoina remained owned as to approximately 98.53% by Zoina Goldstone, 0.46% by Shanghai Yaoben and 1.01% by Hangzhou Hangshi.

Nanjing Jinfan

Nanjing Jinfan is the project company for one of our industrial park development projects, namely Nanjing Jiangbei New District Smart Valley Industrial Complex (南京江北新區智谷產業綜合體). It was established in the PRC with limited liability on March 1, 2018 with an initial registered capital of RMB150 million. As of the date of its establishment, Nanjing Jinfan was wholly owned by Nantong Zoina, which was then wholly owned by Zhongnan Holding.

On September 24, 2020, the registered capital of Nanjing Jinfan was increased to RMB155 million through capital injections of RMB2.5 million and RMB2.5 million by Shanghai Yaoben and Yangzhou Hangshi, respectively. Upon completion of such capital injections, Nanjing Jinfan became owned as to approximately 98.7% by Nantong Zoina, 0.65% by Shanghai Yaoben and 0.65% by Yangzhou Hangshi.

REORGANIZATION

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

Mr. Chen 47 individual shareholders(Note 1)

55.55% 44.45%

Zhongnan Mr. Cong Mr. Zhou Mr. Zhang Mr. Li Mr. Chen Holding Mr. Li Jin (PRC) Xuefeng Lei Jun Zhigang Zhi

91% 4% 1.5% 1%1% 0.75% 0.75%

Zoina Goldstone (PRC)

100%100% 100% 100% 97.12% 98.53%

Hangzhou Nantong Ji’nan Shanghai Huizhou Ningbo Other Zoina Zoina Zoina Rongshi Jinshi(Note 2) Zoina(Note 3) PRC (PRC) (PRC) (PRC) (PRC) (PRC) (PRC) subsidiaries

100% 98.67% 95.09% 95.45% 98.7%

Foshan Deqing Changzhou Hefei Nanjing Shude Zoina(Note 4) Jinlin(Note 5) Zoina(Note 6) Jinfan(Note 7) Jinrong (PRC) (PRC) (PRC) (PRC) (PRC)

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Notes:

(1) None of the 47 individual shareholders own more than 6% of the equity interest in Zhongnan Holding.

(2) The remaining 2.88% equity interest in Huizhou Jinshi was held as to approximately 1.92% by Jiangmen Jinhang and 0.96% by Shanghai Yaoben.

(3) The remaining 1.47% equity interest in Ningbo Zoina was held as to approximately 0.46% by Shanghai Yaoben and 1.01% by Hangzhou Hangshi.

(4) The remaining 1.33% equity interest in Deqing Zoina was held as to approximately 0.76% by Shanghai Yaoben and 0.57% by Hangzhou Hangshi.

(5) The remaining 4.91% equity interest in Changzhou Jinlin was held as to approximately 3.27% by Yangzhou Hangshi and 1.64% by Shanghai Yaoben.

(6) The remaining 4.55% equity interest in Hefei Zoina was held as to approximately 2.73% by Shanghai Yaoben and 1.82% by Hefei Hangshi.

(7) The remaining 1.3% equity interest in Nanjing Jinfan was held as to approximately 0.65% by Shanghai Yaoben and 0.65% by Yangzhou Hangshi.

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

1. Incorporation of our Company

Our Company was incorporated in the Cayman Islands as an exempted company with limited liability on January 12, 2021 to act as the holding company and listing vehicle of our Group. As of the date of its incorporation, the authorized share capital of our Company was HK$380,000 divided into 38,000,000 shares of HK$0.01 each, among which one Share was allotted and issued at par to the initial subscriber, an Independent Third Party. Such Share was transferred on the same day to ChenJins Holdings which is wholly owned by ChenJs Holdings, which in turn is wholly owned by Mr. Chen. On the same date, an additional 12 Shares were allotted and issued at par to the following companies, being the first tranche of Shares issued under Phase 1 of the Employee Share Incentive Scheme (as defined below):

(a) one Share to CongXf Holdings Limited (“CongXf Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Cong Xuefeng;

(b) one Share to LiJ Holdings Limited (“LiJ Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Li Jin;

(c) one Share to ZhouL Holdings Limited (“ZhouL Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Zhou Lei;

(d) one Share to ZhangJ Holdings Limited (“ZhangJ Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Zhang Jun;

(e) one Share to LiZg Holdings Limited (“LiZg Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Li Zhigang;

(f) one Share to ChenZ Holdings Limited (“ChenZ Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Chen Zhi;

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(g) one Share to CaoWh Holdings Limited (“CaoWh Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Cao Weihua;

(h) one Share to QianJ Holdings Limited (“QianJ Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Qian Jun;

(i) one Share to FengYj Holdings Limited (“FengYj Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Feng Yajun;

(j) one Share to CaoYz Holdings Limited (“CaoYz Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Cao Yongzhong;

(k) one Share to ShiJh Holdings Limited (“ShiJh Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Shi Jinhua; and

(l) one Share to LiXh Holdings Limited (“LiXh Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Li Xiaohui.

On April 16, 2021, our Company further allotted and issued 99 Shares to ChenJins Holdings at par. On the same date, given that the intended number of persons subject to the Employee Share Incentive Scheme was reduced from 12 to 11, our Company repurchased the one Share in the Company held by FengYj Holdings for cancellation at par value.

2. Incorporation of offshore holding companies

Zoina DaKings was incorporated in the BVI with limited liability on January 22, 2021. On the date of its incorporation, one share was allotted and issued at par to our Company and Zoina DaKings became a direct wholly-owned subsidiary of our Company.

Zoina Jinrong was incorporated in Hong Kong with limited liability on February 5, 2021. As of the date of its incorporation, 10,000 shares of Zoina Jinrong were allotted and issued to Zoina DaKings at a subscription price of HK$10,000 and Zoina Jinrong became an indirect wholly-owned subsidiary of our Company.

Zoina Selead was incorporated in the BVI with limited liability on January 22, 2021 as the intermediate holding company of our Group in the BVI. On the date of its incorporation, one share of Zoina Selead was allotted and issued at par to our Company and Zoina Selead became a direct wholly-owned subsidiary of our Company.

Zoina Jinrui was incorporated in Hong Kong with limited liability on February 5, 2021. As of the date of its incorporation, 10,000 shares of Zoina Jinrui were allotted and issued to Zoina Selead at a subscription price of HK$10,000 and Zoina Jinrui became an indirect wholly-owned subsidiary of our Company.

3. Establishment of Nantong Yongrun, Beijing Henghong and Shenzhen Hengrong

Nantong Yongrun and Beijing Henghong were established in the PRC with limited liability as a wholly foreign-owned enterprise on March 3, 2021 and March 17, 2021, respectively. As of the date of its establishment, each of Nantong Yongrun and Beijing Henghong had a

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On April 7, 2021, Shenzhen Hengrong was established in the PRC with limited liability as a wholly foreign-owned enterprise. As of the date of its establishment, Shenzhen Hengrong had a registered capital of US$1.0 million to be fully paid up pursuant to its articles of association. Shenzhen Hengrong has been wholly owned by Zoina Jinrui since its establishment.

4. Onshore reorganization

(a) Disposal of non-core businesses

As part of the Reorganization, we disposed of equity interests in certain subsidiaries, all of which had been set up for purposes not related to the core business of our Group and hence not in line with our long term strategic development. The following sets forth the details of such disposals:

(i) Weifang Jinqin Real Estate Co., Ltd. (濰坊錦琴房地產開發有限公司)(”Weifang Jinqin”)

Weifang Jinqin was established in the PRC with limited liability on July 26, 2019 and was wholly owned by Zoina Goldstone, an indirect wholly-owned subsidiary of our Company, prior to the disposal. Weifang Jinqin is principally engaged in the development and sales of residential and commercial properties.

Taking into account that the business of Weifang Jinqin was not in line with our business development strategy and not related to the core business of our Group, on December 13, 2019, Zoina Goldstone disposed of its entire equity interest in Weifang Jinqin to Qingdao Zhongnan Century City Real Estate Investment Co., Ltd. (青島中南世紀城房地產業投資有限公司) which is beneficially wholly owned by Zhongnan Construction at a consideration of approximately RMB10.16 million. The consideration was determined after arm’s length negotiation with reference to the fair value of the shareholders’ equity of Weifang Jinqin as of October 31, 2019, as appraised by an independent valuer and was fully settled in cash as of December 11, 2019. Upon completion of such disposal, Weifang Jinqin ceased to be a subsidiary of our Company.

(ii) Wuhan Jincheng Enterprise Management Consulting Co., Ltd. (武漢金誠企業管理諮詢有限公司)(“Wuhan Jincheng”)

Wuhan Jincheng was established in the PRC with limited liability on October 28, 2020 and was wholly owned by Wuhan Jinfan Technology Co., Ltd. (武漢錦凡科創有限公司)(“Wuhan Jinfan”), an indirect wholly-owned subsidiary of our Company, prior to the disposal.

Wuhan Jincheng was established to hold its wholly-owned project company, Wuhan Hangshi Real Estate Co., Ltd. (武漢航石置業有限公司), to develop the ancillary residential and commercial properties located in the same district of our industrial park project, namely Wuhan East West Lake Science and Technology Center (武漢東西湖科創中心).

Taking into account that the business of Wuhan Jincheng was not in line with our business development strategy and not related to the core business of our

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Group, on January 14, 2021, Wuhan Jinfan disposed of its 51% equity interest in Wuhan Jincheng to Jiangsu Jincui Real Estate Co., Ltd. (江蘇錦翠房地產有限公司), an indirect non-wholly owned subsidiary of Zhongnan Construction, at a consideration of RMB106.5 million. The consideration was determined after arm’s length negotiation with reference to the fair value of the shareholders’ equity of Wuhan Jincheng as of November 30, 2020, as appraised by an independent valuer and the shareholder’s loans and was fully settled in cash as of February 5, 2021. Upon completion of such disposal, Wuhan Jincheng ceased to be a subsidiary of our Company.

(iii) Zibo Jinmei Real Estate Co., Ltd. (淄博錦美置業有限公司)(“Zibo Jinmei”)

Zibo Jinmei was established in the PRC with limited liability on April 30, 2020 and was wholly owned by Nantong Zoina, an indirect wholly-owned subsidiary of our Company, prior to the disposal. Zibo Jinmei was established to develop the ancillary residential properties located in the same district of our industrial park project, namely Zibo Huantai County Chuangzhi Future Industrial Town (淄博桓台縣創智未來產業小鎮).

Taking into account that the business of Zibo Jinmei was not in line with our business development strategy and not related to the core business of our Group, on April 29, 2021, Nantong Zoina disposed of its 51% equity interest in Zibo Jinmei to Shandong Jinteng Real Estate Development Co., Ltd. (山東錦騰房地產開發有限公司), an indirect non-wholly owned subsidiary of Zhongnan Construction, at a consideration of RMB51.2 million which was determined after arm’s length negotiation with reference to the fair value of the shareholders’ equity of Zibo Jinmei as of February 28, 2021, as appraised by an independent valuer and was fully settled in cash as of May 6, 2021. Upon completion of such disposal, Zibo Jinmei ceased to be a subsidiary of our Company.

As confirmed by our Directors, each of Weifang Jinqin, Wuhan Jincheng and Zibo Jinmei, prior to the disposal of the relevant equity interest, had complied with the applicable laws and regulations in all material respects, and had not been involved in any material legal, regulatory, arbitral or administrative proceedings, investigations or claims. As confirmed by our PRC Legal Advisors, (i) the relevant procedures and steps involved in the disposal of Weifang Jinqin, Wuhan Jincheng and Zibo Jinmei had been legally completed; and (ii) none of Weifang Jinqin, Wuhan Jincheng and Zibo Jinmei had been subject to any material administrative penalties as a result of violation of applicable PRC laws and regulations prior to the disposal of the relevant equity interest.

(b) Acquisition of the equity interest held by the Onshore Employee Shareholders in Zoina Goldstone

On December 7, 2020, Zhongnan Holding acquired the aggregate equity interest held by the Onshore Employee Shareholders in Zoina Goldstone, representing 9% of the equity interest in Zoina Goldstone, at a total consideration of RMB90 million, which was determined with reference to the then registered and paid-up capital of Zoina Goldstone at the time of acquisition. The consideration was settled in cash on December 25, 2020. Upon completion of such equity transfers, Zoina Goldstone became wholly owned by Zhongnan Holding.

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On December 17, 2020, Jiangsu Hengrun was established in the PRC with limited liability with an initial registered capital of RMB10 million and was wholly owned by Zhongnan Holding.

On January 7, 2021, Zhongnan Holding transferred its 100% equity interest in Zoina Goldstone to Jiangsu Hengrun at a consideration of RMB1,002,520,000, which was determined with reference to the net book value of Zoina Goldstone, which RMB10 million was treated as capital contribution by Zhongnan Holding to the aforesaid initial registered capital of Jiangsu Hengrun with the remainder treated as contribution by Zhongnan Holding to the capital reserve of Jiangsu Hengrun. As a result, Zoina Goldstone became wholly owned by Jiangsu Hengrun.

(d) Capital injection by Symet Resources into Jiangsu Hengrun

On March 15, 2021, Symet Resources made a capital injection of RMB1.55 million into Jiangsu Hengrun. Upon completion of such capital injection, Jiangsu Hengrun became owned as to 99.9% by Zhongnan Holding and 0.1% by Symet Resources and was converted into a sino-foreign joint venture. See “—Pre-[REDACTED] Investment” below for details.

(e) Acquisition of the equity interest in Jiangsu Hengrun held by Zhongnan Holding by Nantong Yongrun

On April 25, 2021, Zhongnan Holding transferred its 99.9% equity interest in Jiangsu Hengrun to Nantong Yongrun at a consideration of RMB1.55 billion, which was determined after arm’s length negotiations between the parties with reference to the market value of the equity interest held by the shareholders in Jiangsu Hengrun as of January 7, 2021, as assessed by an independent valuer. The consideration was settled in cash on April 26, 2021. Upon completion of such equity transfer, Jiangsu Hengrun became owned as to 99.9% by Nantong Yongrun and 0.1% by Symet Resources.

5. Allotment and issuance of new Shares

On April 27, 2021, our Company allotted and issued 159,740 Shares, 143,856 Shares and 47,952 Shares to ChenJins Holdings, ChenJshi Holdings and Zoina Chen Limited Partnership (“Zoina Chen LP”) at a subscription price of RMB378.0 million, RMB340.2 million and RMB113.4 million, respectively.

Zoina Chen LP is a partnership incorporated in the BVI on December 31, 2020. The general partner of Zoina Chen LP is JsChen Holdings Limited and the limited partner is ChenJshi Holdings, both of which are wholly owned by Mr. Chen. Shares allotted and issued to Zoina Chen LP are held by Zoina Chen LP pursuant to an employee share incentive scheme (the “Employee Share Incentive Scheme”). See “—Employee Share Incentive Scheme” below for details.

In addition, on the same date, pursuant to the Employee Share Incentive Scheme, a total of 47,941 Shares, which form the second tranche of Phase 1 of the Employee Share Incentive Scheme, were allotted and issued to 11 special purpose vehicles, all of which were incorporated in the BVI and each beneficially owned by an employee of our Group (the “Employee Shareholder(s)”), being awardees of the Employee Share Incentive Scheme, details of which are set out below:

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Approximate shareholding in our Company upon Name of Employee completion of Shareholder being Number of the allotment Name of special the ultimate Shares allotted Subscription and issuance on purpose vehicle beneficial owner and issued price April 27, 2021 (RMB’000)

CongXf Holdings Cong Xuefeng (Note) 11,987 15,000 2.9970% LiJ Holdings Li Jin 5,993 7,500 1.4985% ZhouL Holdings Zhou Lei 3,995 5,000 0.9990% ZhangJ Holdings Zhang Jun 3,995 5,000 0.9990% LiZg Holdings Li Zhigang 2,996 3,750 0.7493% ChenZ Holdings Chen Zhi 2,996 3,750 0.7493% CaoWh Holdings Cao Weihua (Note) 5,993 8,250 1.4985% QianJ Holdings Qian Jun (Note) 3,995 5,500 0.9990% CaoYz Holdings Cao Yongzhong (Note) 1,997 2,750 0.4995% ShiJh Holdings Shi Jinhua 1,997 2,750 0.4995% LiXh Holdings Li Xiaohui (Note) 1,997 2,750 0.4995%

Total: 11.9880%

Note: Such Employee Shareholder is a Director.

On the same date, Top Alpha Investments Limited (“Top Alpha”) transferred one share of Fortune More, representing the entire issued share capital of Fortune More, to our Company in consideration of the allotment and issue of 400 shares of our Company at par to Top Alpha. Upon completion of the above allotment and issuance of Shares, our Company became owned as to approximately 39.96% by ChenJins Holdings, 35.9639% by ChenJshi Holdings, 11.9880% by 11 special purpose vehicles beneficially owned by the Employee Shareholders, 11.9880% by Zoina Chen LP and 0.10% by Top Alpha.

EMPLOYEE SHARE INCENTIVE SCHEME

For the purpose of recognizing the past contribution and incentivizing the future performance of certain of our employees, the Employee Share Incentive Scheme was adopted on April 27, 2021 and awards have been granted to the 11 Employee Shareholders pursuant to Phase 1 of the Employee Share Incentive Scheme. See “—Reorganization—1. Incorporation of our Company” and “—Reorganization—5. Allotment and issuance of new Shares” above for details of the subscription by the Employee Shareholders for, and allotment and issuance by our Company of, our Shares to the special purpose vehicles owned by the Employee Shareholders. As of the Latest Practicable Date, the Employee Shareholders were in aggregate interested in 11.9880% of the issued share capital of our Company and five of such Employee Shareholders were our Directors.

In addition, pursuant to Phase 2 of the Employee Share Incentive Scheme, Shares held by Zoina Chen LP are, subject to certain terms and conditions, to be transferred from Zoina Chen LP to the Employee Shareholders. As of the Latest Practicable Date, Zoina Chen LP was interested in 11.9880% of the issued share capital of our Company, and is expected to be interested in approximately 8.9907% of the issued share capital of our Company upon completion of the [REDACTED] and [REDACTED], without taking into account any Shares which may be issued pursuant to the exercise of the [REDACTED].

During the period from the [REDACTED] to June 30, 2023 (in respect of the Onshore Employee Shareholders among the Employee Shareholders, being the Group A Employee

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Shareholders listed below) and December 31, 2023 (in respect of the other Employee Shareholders among the Employee Shareholders, being the Group B Employee Shareholders listed below), in the event any dividend is received by Zoina Chen LP as a Shareholder, an amount equivalent to up to 100% of the dividend paid by our Company to Zoina Chen LP will be paid to the Employee Shareholders by Zoina Chen LP depending on the net profit attributable to the parent company of the Group pursuant to the Employee Share Incentive Scheme in the following proportions (the “Incentive Entitlement”) (the “Phase 2 Incentive Bonus”): Incentive Name of Employee Shareholder Entitlement

Group A Employee Shareholders

Mr. Cong Xuefeng 25.00% Mr. Li Jin 12.50% Mr. Zhou Lei 8.33% Mr. Zhang Jun 8.33% Mr. Li Zhigang 6.25% Mr. Chen Zhi 6.25%

Group B Employee Shareholders

Mr. Cao Weihua 12.50% Mr. Qian Jun 8.33% Mr. Cao Yongzhong 4.17% Mr. Shi Jinhua 4.17% Mr. Li Xiaohui 4.17%

Total: 100%

Furthermore, the Employee Shareholders, subject to the terms and conditions of the Employee Share Incentive Scheme, shall on June 30, 2023 (in respect of the Group A Employee Shareholders) or December 31, 2023 (in respect of the Group B Employee Shareholders) be entitled to an aggregate of 60% of the equity interests in our Company held by Zoina Chen LP as of June 30, 2023. In the event the Company’s financial results satisfy certain key performance indicators pursuant to the Employee Share Incentive Scheme, the Employee Shareholders shall be entitled to up to 100% of the issued share capital of our Company held by Zoina Chen LP as of June 30, 2023 (the “Phase 2 Incentive Shares”). Each Employee Shareholder’s entitlement to such additional interests in our Company shall be in accordance with the Incentive Entitlement. The date and manner in which the Phase 2 Incentive Shares will be transferred from Zoina Chen LP to the Employee Shareholders are to be determined by the Board upon finalization of the 2022 annual results of the Company.

Other key provisions of the Employee Share Incentive Scheme are set out below:

Restrictions: No incentive shall be granted pursuant to the scheme should any such grant result in a breach by the Company, its subsidiaries or any of their directors of any applicable securities laws, rules or regulations.

Lapse: Phase 2 of the Employee Share Incentive Scheme shall automatically lapse in the event of any of the following:

1. An eligible employee ceases to be an employee as a result of termination of his employment with our Group for cause including but not limited to breach of employment contract or any other obligation to our Group.

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2. An eligible employee’s employment terminates for any reason except (i) the employment is terminated by reason of death, missing, retirement or disability, (ii) where the employment is terminated involuntarily without cause, or (iii) where the company employing the eligible employee ceases to be one of the subsidiaries of our Group.

If any of the above exceptions occurs or any of the eligible employees is demoted, the Second Tranche Incentive Bonus shall automatically lapse and the Second Tranche Incentive Shares shall lapse on a proportional basis, i.e. based on the proportion that (a) the time period commencing from April 27, 2021 through the occurrence of such event bears to (b) the entire period from April 27, 2021 through June 30, 2023 (in respect of Group A Employee Shareholders) or December 31, 2023 (in respect of Group B Employee Shareholders).

3. An eligible employee is involved in any business that competes with or is similar to our Group during his employment without prior approval from our Company.

4. Commencement of winding-up of the Company.

Tax: An eligible employee shall be responsible for the tax (if any) on the grant of subscription right of Shares, the exercise of such subscription right and/or the dividend income from the Shares.

Lock-up period: An eligible employee may not, at any time during the period from April 27, 2021 to the date falling six months following the [REDACTED], dispose of any of the Shares beneficially held by him. The eligible employee may thereupon (i) transfer up to 20% of such number of Shares obtained and held by him pursuant to Phase 1 of the Employee Share Incentive Scheme upon [REDACTED] in each subsequent 12-month period; and (ii) transfer up to 20% of the number of Shares obtained and held by him pursuant to the Phase 2 of the Employee Share Incentive Scheme in each 12-month period subsequent to him receiving such Shares.

In situations where any of the eligible employees violates our Group’s management rules and guidelines which causes economic losses to our Group, the eligible employee is prohibited from transferring or disposing of, in any form, his unsold Shares obtained pursuant to the second tranche of the Employee Share Incentive Scheme.

PRE-[REDACTED] INVESTMENT

Investment by the Pre-[REDACTED] Investor

On March 15, 2021, Symet Resources made a capital injection of RMB1.55 million into Jiangsu Hengrun, among which RMB10,010.01 was contributed to the registered capital of Jiangsu Hengrun and the remainder to its capital reserve. Symet Resources is a company incorporated in Hong Kong with limited liability and wholly owned by Fortune More. At the time of such capital injection, Fortune More was wholly owned by Top Alpha, a company

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Upon completion of such capital injection, Symet Resources became interested in 0.1% of the equity interest in Jiangsu Hengrun. On April 27, 2021, as part of the Reorganization, Top Alpha entered into a share swap agreement with our Company, pursuant to which Top Alpha transferred one share of Fortune More, representing the entire issued share capital of Fortune More, to our Company in consideration of the allotment and issue of 400 Shares at par to Top Alpha. Details of the above investment (the “Pre-[REDACTED] Investment”) are set forth below:

Pre-[REDACTED] Investor: Mr. Wong Man Tak

Date of agreement: March 13, 2021

Consideration: RMB1.55 million (equivalent to approximately HK$1.86 million)

Basis of determination of the Based on the market value of the equity interest held consideration: by the shareholders in Jiangsu Hengrun as of January 7, 2021, as assessed by an independent valuer after arm’s length negotiations among the parties

Date of settlement of April 16, 2021 consideration:

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

Discount to the Approximately [REDACTED] [REDACTED](2):

Use of proceeds: The proceeds from the Pre-[REDACTED] Investment will be used for financing the industrial park development projects of our Company. As of the Latest Practicable Date, all such proceeds from the Pre-[REDACTED] Investment had not been utilized and are expected to be fully utilized by June 30, 2021

Shareholding in our Company Approximately 0.1% immediately upon completion REDACTED of the Pre-[(1) ] Investment

Shareholding in our Company Approximately [0.075]% immediately upon completion of the [REDACTED](3):

Strategic benefits to our Group: Our Directors are of the view that our Group could benefit from the Pre-[REDACTED] Investment as it demonstrates the pre-[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. Wong Man Tak’s positioning as a strategic investor of our Company, coupled with his investment experience and network, will add value to the profile of our Company

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Special rights: None of Mr. Wong Man Tak and Top Alpha is entitled to any special rights under the Pre-[REDACTED] Investment

Notes:

(1) Based on the amount of the consideration divided by the number of Shares to be held by Top Alpha upon [REDACTED] (assuming the [REDACTED] is not exercised).

(2) Calculated based on the assumption that the [REDACTED] is HK$[REDACTED] per Share, being the mid-point of the indicative [REDACTED] range of HK$[REDACTED] to HK$[REDACTED].

(3) Assuming that the [REDACTED] is not exercised.

Information regarding the Top Alpha and Pre-[REDACTED] Investor

Top Alpha is an investment holding company incorporated in the BVI with limited liability and is wholly owned by Mr. Wong Man Tak. Mr. Wong Man Tak is an entrepreneur with years of experience in international trade. Mr. Wong Man Tak became acquainted with Mr. Chen at business and social events in around 2020.Through regular contact with Mr. Chen, Mr. Wong Man Tak became interested in the PRC industrial parks development industry. After being introduced by Mr. Chen with the investment opportunity, and in view of our Group’s established track record and being confident of our prospects, Mr. Wong Man Tak became our Shareholder through the Pre-[REDACTED] Investment. With Mr. Wong Man Tak’s investment experience, our Directors believe that Mr. Wong Man Tak could provide our Group with valuable insights and advice on our development expansion plan. Other than the shareholding in our Group, Top Alpha and Mr. Wong Man Tak are independent from our Group.

Lock-up and Public Float

As neither Top Alpha nor the Pre-[REDACTED] Investor is a core connected person of the Company and the Pre-[REDACTED] Investment was not financed directly or indirectly by any core connected person of the Company, Shares held by Top Alpha will be counted towards the public float after the [REDACTED].

Top Alpha has agreed that, it will not, at any time during the period from April 16, 2021, being the date of the capital injection, to the date falling six months following the [REDACTED], dispose of any of the Shares held by it.

Compliance with Interim Guidance

Under the Interim Guidance on Pre-[REDACTED] Investments (HKEx-GL29-12), where the consideration for completion or divestment of the last pre-[REDACTED] investment is settled within 28 clear days before the date of first submission of the [REDACTED], the Stock Exchange will generally delay the first day of trading until 120 clear days after the later of the completion or divestment of the last pre-[REDACTED] Investments. The Pre-[REDACTED] Investment was completed on April 16, 2021. On the basis that (i) the expected [REDACTED]is more than 120 clear days after the completion of the Pre-[REDACTED] Investment, and (ii) the Pre-[REDACTED] Investor shall have the same information right as the general public after the [REDACTED], the Joint Sponsors have confirmed that, based on the documents provided by the Company relating to the Pre-[REDACTED] Investment, the Pre-[REDACTED] Investment is in compliance with the Interim Guidance on Pre-[REDACTED] Investments (HKEx-GL29-12) and the Guidance on Pre-[REDACTED] investments (HKEx-GL43-12).

– 144 – CORPORATE STRUCTURE IMMEDIATELY AFTER THE COMPLETION OF THE REORGANIZATION AND THE PRE-[REDACTED] DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS INVESTMENT ITR,ROGNZTO N OPRT STRUCTURE CORPORATE AND REORGANIZATION HISTORY,

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

Mr. Chen Mr. Chen 100% 100% 100% ChenJs Mr. Cong Mr. Zhou Mr. Mr. Li Mr. Chen Mr. Cao Mr. Qian Mr. Cao Mr. Shi Mr. Li Mr. Chen Mr. Li Jin Mr. Wong Holdings Xuefeng Zhang Jun Yongzhong Jinhua Xiaohui JsChen Holdings ChenJshi Holdings Lei Zhigang Zhi Weihua Jun Man Tak (BVI) Limited (GP) Limited (LP) 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 99.99% 0.01% 100%

ChenJins ChenJshi CongXf LiJ ZhouL ZhangJ LiZg ChenZ CaoWh QianJ CaoYz ShiJh LiXh Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Zoina Chen LP Top Alpha (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI)

39.9600% 35.9639% 2.9970% 1.4985% 0.9990% 0.9990% 0.7493% 0.7493% 1.4985% 0.9990% 0.4995% 0.4995% 0.4995% 11.9880% 0.1%

Our Company (Cayman Islands) 4 – 145 – 100% 100% 100% Zoina Selead Zoina DaKings Fortune More (BVI) (BVI) (BVI)

100% 100% 100%

Zoina Jinrui Zoina Jinrong Symet Resources Offshore (HK) (HK) (HK)

100% 100% 100% Onshore Shenzhen Hengrong Beijing Henghong Nantong Yongrun (PRC) (PRC) (PRC)

99.9%0.1%

Jiangsu Hengrun (PRC)

100% Zoina Goldstone (PRC)

100% 100% 100% 100% 97.12% 98.53% Hangzhou Nantong Ji’nan Shanghai Huizhou Ningbo Other Zoina Zoina Zoina Rongshi Jinshi(Note 1) Zoina(Note 2) PRC (PRC) (PRC) (PRC) (PRC) (PRC) (PRC) subsidiaries

100% 98.67% 95.09% 95.45% 98.7%

Foshan Deqing Changzhou Hefei Nanjing Shunde Zoina(Note 3) Jinlin(Note 4) Zoina(Note 5) Jinfan(Note 6) Jinrong (PRC) (PRC) (PRC) (PRC) (PRC) 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 remaining 2.88% equity interest in Huizhou Jinshi was held as to approximately 1.92% by Jiangmen Jinhang and 0.96% by Shanghai Yaoben, both being Independent Third Parties.

(2) The remaining 1.47% equity interest in Ningbo Zoina was held as to approximately 0.46% by Shanghai Yaoben and 1.01% by Hangzhou Hangshi, both being Independent Third Parties.

(3) The remaining 1.33% equity interest in Deqing Zoina was held as to approximately 0.76% by Shanghai Yaoben and 0.57% by Hangzhou Hangshi, both being Independent Third Parties.

(4) The remaining 4.91% equity interest in Changzhou Jinlin was held as to approximately 3.27% by Yangzhou Hangshi and 1.64% by Shanghai Yaoben, both being Independent Third Parties.

(5) The remaining 4.55% equity interest in Hefei Zoina was held as to approximately 2.73% by Shanghai Yaoben and 1.82% by Hefei Hangshi, both being Independent Third Parties.

(6) The remaining 1.3% equity interest in Nanjing Jinfan was held as to approximately 0.65% by Shanghai Yaoben and 0.65% by Yangzhou Hangshi, both being Independent Third Parties.

INCREASE IN AUTHORIZED SHARE CAPITAL

On [●], 2021, our authorized share capital was also increased from HK$380,000 to HK$[100,000,000] by the creation of additional [9,962,000,000] Shares of nominal value of HK$0.01 each.

[REDACTED]

Pursuant to the written resolutions of our Shareholders passed on [●], 2021, 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 HK$[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 allotment and issue 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 allotted and issued) to their then existing respective shareholding in our Company.

– 146 – CORPORATE STRUCTURE IMMEDIATELY AFTER THE COMPLETION OF THE [REDACTED] AND THE [REDACTED] DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS The following chart sets forth the simplified corporate structure of our Group immediately following the completion of the [REDACTED] and the [REDACTED] (assuming that the [REDACTED] is not exercised): STRUCTURE CORPORATE AND REORGANIZATION HISTORY,

Mr. Chen Mr. Chen 100% 100% 100% ChenJs Mr. Cong Mr. Zhou Mr. Mr. Li Mr. Chen Mr. Cao Mr. Qian Mr. Cao Mr. Shi Mr. Li Mr. Chen Mr. Li Jin Mr. Wong Holdings Xuefeng Zhang Jun Zhigang Zhi Weihua Jun Yongzhong Jinhua Xiaohui JsChen Holdings ChenJshi Holdings Lei Man Tak (BVI) Limited (GP) Limited (LP) 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 99.99% 0.01% 100%

ChenJins ChenJshi CongXf LiJ ZhouL ZhangJ LiZg ChenZ CaoWh QianJ CaoYz ShiJh LiXh Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Holdings Zoina Chen LP Top Alpha Other Public (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) (BVI) Shareholders

[REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED][REDACTED]

Our Company (Cayman Islands)

100% 100% 100% Zoina Selead Zoina DaKings Fortune More (BVI) (BVI) (BVI)

100% 100% 100%

4 – 147 – Zoina Jinrui Zoina Jinrong Symet Resources Offshore (HK) (HK) (HK)

100% 100% 100% Onshore Shenzhen Hengrong Beijing Henghong Nantong Yongrun (PRC) (PRC) (PRC)

99.9%0.1%

Jiangsu Hengrun (PRC)

100% Zoina Goldstone (PRC)

100% 100% 100% 100% 97.12% 98.53% Hangzhou Nantong Ji’nan Shanghai Huizhou Ningbo Other Zoina Zoina Zoina Rongshi Jinshi(Note 1) Zoina(Note 2) PRC (PRC) (PRC) (PRC) (PRC) (PRC) (PRC) subsidiaries

100% 98.67% 95.09% 95.45% 98.7%

Foshan Deqing Changzhou Hefei Nanjing Shunde Zoina Jinlin Zoina Jinfan Jinrong (PRC) (PRC) (PRC) (PRC) (PRC)

Note: See the notes under “—Corporate Structure Immediately After the Completion of the Reorganization and the Pre-[REDACTED] Investment.” 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

PRC REGULATORY REQUIREMENTS

Our PRC Legal Advisors have confirmed that all applicable regulatory approvals in relation to the equity transfers in respect of the PRC companies as described above have been obtained, the equity transfers have been legally completed, and the procedures involved have been carried out in accordance with applicable PRC laws and regulations.

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

According to Article 2 of the M&A Rules, “merger and acquisition of domestic enterprises by foreign investors” referred to in the M&A Rules shall mean that a foreign investor purchases the equity interest of a shareholder in a domestic non-foreign-invested enterprise (“domestic company”) or subscribes for increased capital of a domestic company so as to convert such domestic company into a foreign-invested enterprise; or, a foreign investor establishes a foreign-invested enterprise, through which it purchases and operates the assets of a domestic enterprise by agreement, or, a foreign investor purchases the assets of a domestic enterprise by agreement and then invests such assets to establish a foreign invested enterprise and operates the assets. According to Article 11 of the M&A Rules, the merger and acquisition of a domestic company with a related party relationship by a domestic company, enterprise or individual in the name of an overseas company legitimately incorporated or controlled by the domestic company, enterprise or individual shall be subject to examination and approval by MOFCOM. The parties involved shall not use domestic investment by foreign invested enterprises or other methods to circumvent the aforesaid requirements.

As advised by our PRC Legal Advisors, (i) when Symet Resources subscribed for increased capital of Jiangsu Hengrun (the “Capital Increase”), Jiangsu Hengrun was not related with Symet Resources; and (ii) the acquisition of 99.9% equity interest in Jiangsu Hengrun by Nantong Yongrun (the “Acquisition”) from Zhongnan Holding happened after Jiangsu Hengrun was converted into a sino-foreign joint venture, and as such, the Capital Increase and the Acquisition are not subject to the approval by MOFCOM under Article 11 of the M&A Rules.

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, 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, Mr. Cong Xuefeng, Mr. Li Jin, Mr. Zhou Lei, Mr. Zhang Jun, Mr. Li Zhigang, Mr. Chen Zhi, Mr. Cao Weihua, Mr. Qian Jun, Mr. Cao Yongzhong, Mr. Shi Jinhua and Mr. Li Xiaohui have completed the registration in February 2021 in accordance with SAFE Circular No. 37.

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OVERVIEW

We are a leading industrial park developer and operator focusing on serving advanced manufacturing industries in the PRC. We provide comprehensive services ranging from industry research and planning, industrial park development, marketing and sales of industrial parks to comprehensive industrial park operational services. Deeply rooted in the Yangtze River Delta Region, we have successfully expanded into the Pearl River Delta Region and the Bohai Economic Rim, and extended our coverage to the provincial capitals and major cities with great growth potentials in the Central and Western regions in the PRC. As of February 28, 2021, we had a project portfolio of 70 industrial park projects in 45 cities consisting of approximately 2.8 million sq.m. of GFA completed, approximately 4.1 million sq.m. of planned GFA under development and approximately 4.0 million sq.m. of estimated GFA held for future development. In addition, as of February 28, 2021, we have entered into investment agreements for 25 undeveloped industrial park projects covering an aggregate estimated GFA of 4.2 million sq.m. for the first phase of such projects, with respect to which we were in the process of carrying out the necessary PRC regulatory procedure to acquire the land use rights certificates or enter into land grant contracts. As of the same date, we have entered into cooperation or acquisition agreements with our business partners to develop eight industrial park projects covering an aggregated estimated GFA of 1.3 million sq.m., with respect to which we were undergoing the land acquisition process. According to the JLL Report, we were ranked first in terms of city coverage and ranked second in terms of the total GFA among all manufacturing industrial park developers and operators in the PRC as of December 31, 2020. We were ranked third, second and second, respectively, in the Yangtze River Delta Region, the Pearl River Delta Region and the Bohai Economic Rim in terms of the total GFA of manufacturing industrial park as of the same date. As of December 31, 2020, the total number of companies settling in our industrial parks that had completed business registrations reached 1,879, ranking us the first among all manufacturing industrial park developers and operators in the PRC according to the JLL Report.

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2018 to 2020. Our gross profit increased significantly from RMB157.1 million in 2018 to RMB665.7 million in 2019, and further to RMB1,292.2 million in 2020, representing a CAGR of 186.8% from 2018 to 2020. According to the JLL Report, the annual growth rate of our revenue in 2020 ranked first among all listed manufacturing industrial park developers and operators in the PRC, and was much higher than the second-ranked peer. According to the JLL Report, our asset turnover rate in 2020 (calculated by dividing total revenue in 2020 by total average assets between December 31, 2019 and 2020) was approximately 0.55, ranking us the second, among all listed manufacturing industrial parks in the PRC.

COMPETITIVE STRENGTHS

A Leading Industrial Park Developer and Operator Focusing on Serving Advanced Manufacturing Industries

We are a leading industrial park developer and operator focusing on serving advanced manufacturing industries in the PRC, providing comprehensive services ranging from industry research and planning, industrial park development, marketing and sales of industrial parks to comprehensive industrial park operational services. As of February 28, 2021, we had a project portfolio of 70 industrial park projects in 45 cities consisting of approximately 2.8 million sq.m. of GFA completed, approximately 4.1 million sq.m. of planned GFA under development and approximately 4.0 million sq.m. of estimated GFA held for future development. In addition, as of February 28, 2021, we had entered into investment agreements for 25 undeveloped industrial park projects covering an aggregate estimated GFA of 4.2 million sq.m. for the first phase of such projects, with respect to which we were in the process of carrying out the necessary PRC regulatory procedure to acquire the land use rights certificates or enter into land grant contracts. As of the same date, we have entered into cooperation or acquisition agreements with our business partners to develop eight industrial park projects covering an aggregated estimated GFA of 1.3 million sq.m., with respect to which we were undergoing the land acquisition process. According to the JLL Report, we were ranked first in terms of city coverage and ranked second in terms of the total GFA among all manufacturing industrial park developers and operators in the PRC as of December 31, 2020. We were ranked third, second and second, respectively, in the Yangtze River Delta Region, the Pearl River Delta Region and the Bohai Economic Rim in terms of the total GFA of manufacturing industrial park as of the same date. As of December 31, 2020, the total number of companies settling in our industrial parks that had completed business registrations had reached 1,879, ranking us the first among all manufacturing industrial park developers and operators in the PRC according to the JLL Report.

In 2015, the State Council of the PRC put forward the policy of “Made in China 2025” for the manufacturing industry as the first ten-year program of the PRC Government to implement the “manufacturing power” strategy, such that China will become a leading manufacturing power by 2025. Driven by such national policies, PRC manufacturing industry has experienced rapid development. The output value of the manufacturing industry in the PRC grew from RMB19.9 trillion in 2015 to RMB26.6 trillion in 2020, representing a CAGR of 4.3%. JLL believes that the manufacturing output value in the PRC will continue to grow in the future, despite the temporary slowdown in 2020 due to the COVID-19 pandemic. Benefiting from such favorable national policy and the general trend of upgrading of industrial parks, we have chosen to strategically focus on serving the needs of small- to mid-sized enterprises engaged in manufacturing industries, especially those emerging industries including advanced equipment manufacturing, new energy and new materials. As of December 31, 2020, we had signed customized development or pre-sale contracts with a total of 2,688 customers, of which 79.5% were engaged in the manufacturing industry. We believe our focus on the manufacturing

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industry has enabled us to and will continue to enable us to enhance our capabilities to provide professional services to manufacturing industries and capture the growth opportunities that may arise from the upgrading of manufacturing industry in the PRC. In addition, in the “New Development Pattern” as well as the “14th Five-Year Plan” development outline put forward in recent years, the PRC Government repeatedly emphasized its support on upgrading the manufacturing industry and promoting the development of emerging industries. See “Industry Overview—Overview of Manufacturing Industrial Park Development and Operation Market in the PRC—Overview of Industrial Park Development in the PRC.” We believe that these policies will further drive the growth of strategic emerging industries, including smart equipment, new materials and electronic information technology, and the strong demand for industrial parks and services for industrial parks, creating more growth opportunities for us.

The platform that we have built integrates industry research and planning, industrial park development, marketing and sales of industrial parks and comprehensive industrial park operational services, and enables us to satisfy the growing needs of manufacturing enterprises and to capture growth opportunities brought about by the rapid development of the manufacturing industry. We have established a standardized procedure for the construction and operation of manufacturing industrial parks, which ensures the consistency of our product and service quality as well as operational efficiency while reducing costs, and enables us to replicate our past success as we continue to expand our business operations. Our focus on manufacturing industry and our standardized operational model have led to our rapid growth during the Track Record Period. Our newly acquired industrial park projects grew from 12 in 2018 to 20 in 2019 and further to 30 in 2020. Our revenue increased significantly from RMB461.0 million in 2018 to RMB1,977.2 million in 2019, and further to RMB4,613.1 million in 2020, representing a CAGR of 216.3% from 2018 to 2020. Our gross profit increased significantly from RMB157.1 million in 2018 to RMB665.7 million in 2019, and further to RMB1,292.2 million in 2020, representing a CAGR of 186.8% from 2018 to 2020. According to the JLL report, the annual growth rate of our revenue in 2020 ranked first among all listed manufacturing industrial park developers and operators in the PRC, and was much higher than the second-ranked peer.

Our strong capabilities as an industrial park developer and operator have been recognized by the governments, industry associations and research institutions. We were recognized as a “2020 Top 30 Chinese Industrial Park Operator (中國產業園運營商30強)” by CRIC China (克爾瑞（中國）). Many of our industrial park projects have won provincial key project honors. For example, our “Changzhou Wujin Chuangzhi Cloud Valley (常州武進創智雲谷)” was recognized as the “Jiangsu Provincial Key Service Industry Project (江蘇省服務業省級重點項目)” by the Jiangsu Provincial Development and Reform Commission, our “Shanghai Songjiang Manufacturing Industrial Park (上海松江製造產業園)” was recognized as the Excellent Industrial Park in 2020 (2020優秀產業園區獎) by Songjiang Economic & Technological Development Zone Administration, and our “Foshan Sanshui Auto Space Smart Car Port (佛山三水AUTO SPACE智車港)” was recognized as the Key Project in Guangdong (廣東省重點項目) by Guangdong Foshan Key Project Bureau. See “—Awards and Recognitions”.

We believe our market leading position as an industrial park developer and operator in the PRC and our strategic focus on serving advanced manufacturing industries are key to our past success and will continue to drive our long term sustainable growth in the future.

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Strong Development Capabilities Underpinned by In-depth Understanding of Needs of Local Governments and Enterprises in Industrial Parks that We Develop and Operate

We have extensive industry experience and thus have an in-depth understanding of the needs of local governments and enterprises settling in the industrial parks that we develop and operate. By providing comprehensive services encompassing industry research and planning, industrial park development, sales and marketing of industrial parks and comprehensive industrial park operational services, we are able to satisfy various needs of local governments and enterprises settling in our industrial parks, help them enhance operational efficiency and create value for them. As a result, we have strong market development capabilities. We collect publicly available information, conduct market research and analysis, study internal and external databases and carry out in-depth communications to understand the needs and requirements of local governments as well as business enterprises, taking into consideration of geographical location, business and investment policies of local governments, local economic conditions as well as development status of manufacturing enterprises at different locations, among others. Our industrial park projects integrate upstream and downstream industrial resources, help propel the overall development of various industries and bring value to both local governments and enterprises settling in our industrial parks and thus are widely recognized and accepted.

Through years of development and operations of industrial parks, we have established good cooperation relationships with local governments by helping them to enhance land use efficiency, create industrial clusters and promote agglomeration economies. We have also helped local governments to implement industry planning policies tailored for specific local conditions and carry out industrial park design and planning. Leveraging extensive industrial park development experience, rich industrial resources and strong execution capabilities, we can develop industrial parks quickly, bring in business and investment opportunities, ensure quality of enterprises settling in our industrial parks and provide comprehensive industrial park operational services to such enterprises, all of which can help local governments to improve local industrial structure, introduce talents, enhance local employment and GDP and increase revenue.

With our extensive industrial park development and operation experience, we are also able to understand and satisfy various needs of enterprises settling in the industrial parks that we develop and operate, save their costs and time when they move into our industrial parks and enhance their operational efficiency. As compared to any enterprise acquiring land for industrial use and developing its own plants, we can construct standardized plants at relatively low cost at much faster pace and can help such enterprise settle in our industrial parks quickly. We adopt a flexible marketing and sales strategy and can sell plants we constructed by buildings or by floors, which enables enterprises to obtain separate title certificates, thus making it easier for them to obtain mortgage loans. As of December 31, 2020, we had assisted more than 1,000 enterprises in our industrial parks to obtain mortgage loans for plants they purchased, which significantly reduced their cash outflow when settling in our industrial parks and enabled them to quickly carry out production and operation. In addition to the development of quality industrial parks, we also provide comprehensive industrial park operational services for the enterprises in our industrial parks throughout all stages of their development. As a result of our industrial park development and service capabilities, enterprises in the same industries and upstream or downstream businesses tend to agglomerate in the industrial parks we developed,

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For example, as of December 31, 2020, our Huizhou Zhongkai High-end Electronic Information Industrial Park (惠州仲愷高端電子信息產業園) had attracted a total of 101 enterprises, of which 60, or 58.8%, were enterprises in the electronic information industry, and 33, or 32.4%, were high-tech enterprises. All these enterprises are expected to generate significant output value of over RMB1.0 billion, contribute significant tax income to the local governments, and create thousands of jobs, according to the statistics we obtained from these enterprises.

Our in-depth understanding of the needs of local governments and our target industrial customers as well as our strong development capabilities have brought value to both local governments and enterprises in our industrial parks and contributed to our success in the past and are expected to continue to contribute to our business development in the future.

Strong Marketing and Sales Capabilities

Our industry research department conducts industry research and helps bring in quality business and investment opportunities quickly. We have set up a research team in our industry research department with different skillsets including, among others, regional strategic planning, industry planning and industry research. Such team carries out in-depth analysis of local industries and utilize their research results, together with marketing data we have accumulated in the past, to accurately position an industrial park project at an early development stage and design a tailor-made marketing strategy for such industrial park.

We also have a strong marketing and sales team covering wide geographical areas and with a proven track record of bringing in new tenants and business opportunities to the industrial parks that we develop and operate. As of December 31, 2020, we had more than 90 marketing centers across the country, including four large national marketing centers in Beijing, Shanghai, Guangzhou and Shenzhen, and five regional marketing centers in Hangzhou, Nanjing, Wuhan, Chongqing and Qingdao. Our large-scale and systematic marketing team consists of more than 1,000 marketing professionals in these marketing centers, which helps ensure that we have close contact with and access to potential industrial customers across the country, and can introduce industrial customers into any industrial park in any particular region from other regions and industrial customers along the entire value chain. Our market team named “Marketing Rocket Army (招商火箭軍)” has strong team spirit and execution capability that can be deployed to different cities to facilitate marketing within a short time. As of December 31, 2020, we had signed customized development or pre-sale contracts with 2,688 corporate customers, 331 of which were listed companies or national or provincial high-tech enterprises. We have diversified marketing channels. We procure industrial customers through cross-regional joint marketing efforts, industry chain marketing and referrals from governments and existing customers. We have a training system to nurture professional marketing elites through our internal training center named “Lang Chao Business School (浪潮商學院)” which develops a curriculum based on practical experience and provides professional training to cultivate elite marketing personnel.

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Driven by big data, our O2O marketing and operation information platform enables cross-regional and cross-team coordination and helps improve execution efficiency of our marketing. We have access to over 200,000 enterprises and are continuously gaining access to more enterprises through our platform. Our proprietary database contains information of various types of enterprises accumulated over the years, such as names, business segments, geographic locations, development stages, and service requirements. These data can provide references for our decision-making. Our marketing personnel all over the PRC can use the mobile mini-program to record, inquire, and introduce customers, or to communicate with government personnel, enterprises and third-party intermediaries, which greatly improves our marketing efficiency.

We adhere to the concept of quick and quality marketing. Quick and quality marketing, together with strict control of the quality and industry type of enterprises introduced to industrial parks that we develop and operate, have enabled us to achieve rapid growth in the number of our customers and scale of business operations. With respect to any industrial park that we develop and operate, we start pre-marketing upon execution of relevant investment agreement with government and typically lock in approximately 10% of the target number of customers when we complete the public tender, auction or listing-for-sale process, approximately 30% when we commence construction and approximately 90% when we complete construction. For example, due to the success of pre-marketing, our Changzhou Wujin Chuangzhi Cloud Valley (常州武進創智雲谷) locked in approximately 67% of the target number of customers when we completed the listing-for-sale process, approximately 75% when we commenced construction and approximately 99% when we completed construction. According to the JLL Report, our asset turnover rate in 2020 (calculated by dividing total revenue in 2020 by total average assets) between December 31, 2019 and 2020 was approximately 0.55, ranking us the second, among all listed manufacturing industrial parks in the PRC.

Integrated Industry Service Capabilities and Digital Management System Supporting Sustainable Growth of Enterprises in Our Industrial Parks

We have integrated industry service capabilities that can connect industry resources inside and outside industrial parks to support the sustainable growth of enterprises in our industrial parks. According to the JLL Report, we are one of the few manufacturing industrial park developers and operators in China with integrated industry service system and capabilities. Enterprises in our industrial parks not only acquire quality properties in our industrial parks, but also enjoy integrated industrial park operational services and gain access to rich industry resources. Consisting of over 150 personnel, our comprehensive operation service team strictly follows our quality management standards and is committed to providing enterprises with professional, standardized and refined basic services, administration and facility management services and value-added supporting services.

• Our basic services effectively ensure that enterprises settling in our industrial parks can carry out production and operation activities in a convenient and fast manner, and their employees can enjoy a safe and comfortable environment.

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• We also provide administration and facility management services in our parks. We render administrative agency services where we assist enterprises in obtaining relevant certificates, licenses and permits, and provide express logistics and other services, and provide employees of such enterprises with supporting facilities including canteens, supermarkets, vending machines, express cabinets, and non-motor vehicle charging piles.

• In addition, we also provide various industry value-added services to help enterprises grow. We focus on the core needs of enterprises and provide five types of value-added supporting services in connection with intellectual property rights, qualification declaration, human resources, comprehensive finance, and market transaction matching. For example, we help the enterprises in our industrial parks to obtain mortgage loans from banks during their purchase of plants in our industrial parks and subsequent operations. We have initiated a training organization named “Sino-Germany Manufacturing University” by cooperating with domestic and foreign management experts, leading manufacturing enterprises and well-recognized entrepreneurs to provide comprehensively empowered and systematic solutions that address the needs of manufacturing enterprises, and serve as a quality communication platform for entrepreneurs in our industrial parks. The Sino-German Manufacturing University combines theoretic training with practical experience, which effectively upgrades our customers’ management capabilities and improves their leadership skills.

We believe our digitalized management system can help us effectively achieve expansion of our GFA under management in the future. Our industrial park management system helps us access information on enterprises and better understand their needs, which enables us to respond to customer demands quickly and continuously improve our service quality, eventually leading to a smart industrial park ecology. In addition, our information system has accumulated data for business development and operation, which facilitates scientific research and development, information exchange and cooperation with upstream and downstream business partners by our customers. As a result, our industrial park operation and management services are well received by enterprises in our industrial parks, and our customer satisfaction reached 92% in 2020, according to our internal survey.

Sizeable Land Bank Strategically Located in Regions with Great Growth Potentials

As the industrial park development and operation in the PRC is experiencing rapid growth, sizeable landbank at convenient geographical locations is key for industrial park developers and operators in the PRC to procure industrial customers and provide various services for such customers after they move in.

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We have a large scale investment and development team and we are still continuously expanding our team to fit our overall business expansion. As of December 31, 2020, our investment and development team consisted of over 80 personnel in major cities across the country. We are also able to access investment information and obtain projects through multiple channels. We have established good cooperation relationships and reputation with local governments through our past cooperation with them and word of mouth. Our business model can help the local governments increase their land use efficiency, which incentivizes the relevant government departments to provide us with first-hand land information for land acquisitions. We also acquire land use rights through diversified channels. We typically sign investment agreements before acquisition of land use rights, which allows us to identify relevant land parcels in advance and increases our success rate in land acquisitions. We closely cooperate with local governments to promote long term development of local industries in our target cities and acquire large quality land parcels by signing investment agreements with such local governments. The investment agreements that we sign with respect to relevant land parcels typically include multiple phases of rolling developments, which helps us to gain access to quality land bank continuously to ensure our long term stable pipeline of industrial park projects.

Our land acquisition capabilities are evidenced by the rapid growth in the number of our projects and our sizeable land bank. As of February 28, 2021, we had a land bank with a total GFA of approximately 8.7 million sq.m., including (i) completed properties (which have not been carried forward) with a total saleable GFA of approximately 0.6 million sq.m., accounting for 7.0% of our total land bank, (ii) properties under development with a total planned GFA of approximately 4.1 million sq.m., accounting for 46.6% of our total land bank, and (iii) total estimated GFA of approximately 4.0 million sq.m. for properties held for future development, accounting for 46.4% of our total land bank. These land reserves are situated at what we believe to be prime locations for industrial parks.

We have a national presence and have strategically chosen to acquire land parcels with convenient geographical locations. We have strategically chosen to focus on three regions along the coast: the Yangtze River Delta Region, the Pearl River Delta Region and the Bohai Economic Rim, which are among the economically most developed regions in China with solid manufacturing industry bases. See “Industry Overview—Overview of Manufacturing Industrial Park Development and Operation Market of Selected Regions in the PRC.” As of February 28, 2021, we had entered 17 cities and developed 27 industrial park projects in the Yangtze River Delta Region, entered five cities and developed 10 industrial park projects in the Pearl River Delta Region, entered 11 cities and developed 18 industrial park projects in the Bohai Economic Rim. We are also making investment and acquiring land parcels in other key regions, including the provincial capitals and major cities in the Central and Western regions with great growth potentials, such as Xi’an, Chongqing, Wuhan, and Zhengzhou. We focus on first-tier, new first-tier and second-tier cities, including quality cities and counties in the vicinity, as well as the core areas of third- and fourth-tier cities with great growth potentials.

We believe our quality land bank strategically located in regions with great growth potentials and our strong land acquisition capabilities provide support for our long term stable and sustainable growth.

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Visionary and Experienced Management Team and Large Talent Pool Boosting Our Success

Our visionary and experienced senior management team, comprised of industry experts, has insight into industry trends and leads the direction of our strategic development. For instance, Mr. Chen Jinshi, our founder, executive Director and the chairman of the Board, is primarily responsible for formulation of the overall strategic plan and overseeing the overall operational management and business development of our Group. Mr. Chen founded Zhongnan Group in 1988 to commence the construction, real estate development and operation businesses. Around 2010, Mr. Chen started to conceptualize the manufacturing industrial park business against the backdrop of development of the manufacturing industry in the PRC. As a deputy to the National People’s Congress of China, Mr. Chen has made multiple proposals relating to the development of the manufacturing industry in the PRC. Mr. Chen has obtained multiple awards in recognition of his achievements and contributions, such as the “Most Socially-Responsible Entrepreneur of China (中國最具社會責任企業家)” by Committee of Corporate Citizenship, China Association of Social Workers (中國社工協會企業公民委員會) and the “40 Years of Reform and Opening up, the Most Respected and Meritorious Merchants of Jiangsu Province (改革開放 40年－最受尊敬的蘇商功勳人物)”. Mr. Cao Weihua, our executive Director and deputy chairman of the Board has over 13 years of experience relating to industrial park operations. Prior to joining our Group, he worked in Zhenjiang Science and Technology New City Management Committee (鎮江科技新城管委會) and Nanjing Pukou Economic Development Zone Management Committee (南京浦口經濟技術開發區管委會) and had extensive industry experience. Mr. Cong Xuefeng, our executive Director and chief executive officer, has over 13 years of experience in the PRC industrial park development and operation industry. Mr. Cong has been certified as a senior engineer (高級工程師) by China Railway Construction Corporation (中國鐵道建築總公司) since December 2005 and served as senior officers in a number of major industrial park development and management companies. He has in-depth experience in research, investment and development of the industrial park operating market.

We have recruited a large number of talents and professionals. Inspired by the latest talent management concepts, our talent cultivation system encompasses integral parts of continuous recruitment, nurturing and retention of talents, which ensures sufficient talent for our development. We internally implement a five-level talent training system with a tailored growth plan for each level of talent and provide them with a clear career development path. For senior employees and those with high potential, our training focuses on the five core dimensions of leadership, management, professionalism, interpersonal skills, and personal effectiveness to improve their abilities. As to fresh graduates, we have a management trainee program based on “1+4” model, i.e. 1 basic point (led and taught by tutors) and 4 cores (learning salon, mission X, cross-segment job rotation and quick development program). This program provides multi-dimensional training that helps new management trainees quickly adapt to our systems, procedures and culture and improve their execution abilities efficiently. We have rich training resources, including a team of more than 500 lecturers that are composed of more than 100 internal trainers, as well as a large number of external industry experts and lecturers. In addition, we have established an online learning platform, “Yun Xuetang”, that offers more than 3,000 online micro-classes to meet the different learning needs of our employees.

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We have a clear and flat management system allowing for smooth communications between management and employees, as well as efficient and flexible decision-making. Our corporate culture that encourages simplicity, efficiency and hardworking, coupled with an attractive incentive system, help us retain talents. For example, in addition to the basic salary package, we provide employees with various types of special awards, bonus package and other incentive mechanisms, which motivate employees effectively.

BUSINESS STRATEGIES

We plan to solidify our market position as a leading manufacturing industrial park developer and operator in the PRC, and to upgrade our platform to better serve the manufacturing industry in the PRC. To achieve this goal, we have formulated the following strategies.

Strengthen the Brand of “Zoina High-tech” by Penetrating into Core Areas of Regions Where We have Presence and Expanding Nationally through Organic Growth

Under the regional integration strategy of the Yangtze River Delta Region, the Pearl River Delta Region and the Bohai Economic Rim, the PRC Government has promulgated a series of policies relating to industrial transfer, transformation and upgrading, and coordinated regional development. We will closely follow the national strategy and the industry planning and development trends to organically expand our business operations across the PRC. We plan to acquire new projects in core areas, especially, in the first- and second-tier cities with solid industrial foundations around the Yangtze River Delta Region, the Pearl River Delta Region and the Bohai Economic Rim. Meanwhile, we will also seek opportunities in the cities with high development potential in the Central and Western regions. We plan to build tailored product lines, industrial park operational service systems and industrial ecological chains to match the needs of cities at different levels. Against the backdrop of the rapid growth of the manufacturing industry, we plan to further leverage the high turnover rate (calculated by dividing total income by total average assets) to capture the market opportunities and expand our scale. Since the beginning of 2021 and up to the Latest Practicable Date, we have signed 19 new investment agreements for the development and operation of industrial parks with relevant local governments.

We plan to strengthen our brand by creating influential benchmark industrial parks. As the industrial parks in the PRC continue to upgrade, we may gradually transform and upgrade our traditional industrial parks to multi-functional industrial parks that are closely linked to urban development. By building benchmark industrial parks with quality products and quality industries and requiring quality services, we plan to continue to enhance the recognition and influence of our “Zoina High-tech” brand among the governments, enterprises, customers and the public. We believe the reputation of our “Zoina High-tech” brand, coupled with our standardized and platform-based management system can greatly increase the scalability of our industrial parks.

We plan to allocate approximately [REDACTED] of our estimated net proceeds, or approximately HK$[REDACTED] million, for project development including (i) approximately [REDACTED], or HK$[REDACTED] million, will be used for the development of our projects in the Yangtze River Delta Region; (ii) approximately [REDACTED], or HK$[REDACTED] million, will be used for the development of our projects in the Pearl River Delta Region; (iii) approximately [REDACTED], or HK$[REDACTED] million, will be used for the development

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Continue to Improve Our Marketing and Sales Capabilities

We will continue to optimize our sales and marketing team. As the number of projects in our industrial parks increases, we intend to continue to expand our sales and marketing team and attract outstanding talent with rich industry resources and extensive experience to join us. We also intend to further expand marketing channels, and establish international marketing and sales centers in countries with developed manufacturing industries, so as to establish a cross-border cooperation and transfer platform for manufacturing enterprises. In order to improve the quality of marketing, we plan to refine and standardize each marketing process from initial communication, negotiation to settling. At the same time, we will continue to diversify our marketing methods, such as targeted marketing for industry chain clusters, marketing via the use of big data and marketing through agencies.

Adhering to the “industry planning first” principle, we plan to conduct in-depth research through our industry research department and carefully analyze local governments’ development plans, industry trends, capital hotspots, industry resources and other factors. We plan to continue to bring in industry-leading enterprises to our industrial parks, which will attract the upstream and downstream enterprises in the same industry chains. We aim to attract enterprises with innovative technologies that will help agglomerate quality enterprises. We believe we can create an industrial park ecology that features focused industry themes through our industry research and industry chain planning.

We will continue to devote ourselves to improving the marketing and operation information platform. At the back end, we plan to keep expanding and updating the industry information database and customer database and integrating external industry resources. At the front end, in addition to the existing WeChat applet “Gaoketong”, we will establish an information-based marketing platform on the mobile devices and PCs, such that information sharing for functional modules (such as sales and marketing, property leasing and operational services) between mobile devices and PCs becomes possible.

We plan to allocate approximately [REDACTED] of our estimated net proceeds, or approximately HK$[REDACTED] million, to finance the development of our industrial park marketing and sales team, including staff cost, training cost, and other related expenses. See “Use of [REDACTED].”

Continue to Enhance Our Comprehensive Industrial Park Service Capabilities to Generate Stable Recurring Revenue

We expect that comprehensive industrial park operational services will continue to enhance the attractiveness of our industrial parks to enterprises, and will become another growth point for revenue in the future. We will continue to raise our service standards and establish a comprehensive industrial park operational service ecosystem that meets different needs of enterprises. In order to further enhance the services of our industrial parks, we formulate strict quality service standards, continuously optimize our supplier base, and establish a highly standardized and modular management system to ensure service quality while we continuously expand our service network. Facing the ever-changing and diversified

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In response to the core needs of enterprises, we plan to gradually develop industrial investment and incubation services. Financial services and market expansion have always been within the radar of our attention. Through the qualification review of the enterprises in our industrial parks during the marketing stage and the provision of services after the enterprises settle in our industrial parks, we have known the enterprises better, including but not limited to their financial status, taxation status, production and operation status, etc., which can help us conduct investment and incubation services in a more precise manner. For our investment targets, we may waive their rent for the use of research and development, office, and production space. We can also bring value to the enterprises by introducing upstream and downstream enterprises in the same industrial chain, which help establish an industry ecology.

We plan to strengthen cooperation with well-known industrial park technology service providers and upgrade the existing industrial park service information platform. Enterprises can use this one-stop system for services such as vehicle license filings, financial services and qualification applications. In addition, we also intend to design innovative information system products relating to industrial resources, consulting and financial services, and distribute them to enterprises through our industrial park operational system and Software as a Service, or “SaaS”, system.

We plan to allocate approximately [REDACTED] of our estimated net proceeds, or approximately HK$[REDACTED] million, to finance the operation of our industrial parks, including labor cost, repair and maintenance cost and other related expenses. See “Use of [REDACTED].”

Leverage Strong Marketing and Sales Capabilities to Steadily Promote Asset-Light Business Model

We actively explore asset-light business models where we operate and manage industrial parks developed by other property developers. Leveraging on our ability to attract enterprises and provide comprehensive industrial park operational services, we plan to steadily develop asset-light businesses in first- and second-tier cities. We plan to explore more opportunities to operate existing high quality industrial parks that are developed by third parties and supported by local governments or associated with state-owned enterprises. We help increase the occupancy rates of these industrial parks and provide our operational services, including construction, sales of marketing, operation, industry investment incubation.

We cooperated with the Suzhou Pioneer Park (蘇州創業園) to jointly establish an asset-light service project, Su Gaoxin Zoina High-tech Smart Core Valley (蘇高新中南高科智芯谷), which is an integrated circuit industry innovation center, at the end of 2020. As of December 31, 2020, a number of well-known enterprises in the semiconductor industry in the PRC had settled in Su Gaoxin Zoina High-tech Smart Core Valley, and were recognized as the “Outstanding Marketing Enterprise（招商工作先進單位）” by Suzhou Pioneer Park in March 2021. In the future, we plan to develop more benchmark asset-light projects to expand our revenue stream.

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OUR BUSINESS

During the Track Record Period, we derived our revenue predominantly from development and sales of properties and, to a less extent, from other businesses, including provision of comprehensive industrial park operational services, provision of construction services and property leasing.

The following table sets forth a breakdown of our revenue by business line for the years indicated, both in absolute amount and as a percentage of total revenue.

Year ended December 31, 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Development and sales of properties ...... 457,924 99.3 1,944,479 98.4 4,582,891 99.3 Comprehensive industrial park operational services ...... 3,026 0.7 6,701 0.3 26,254 0.6 Construction services ..... – – 25,633 1.3 3,812 0.1 Property leasing ...... – – 412 0.0 107 0.0

Total ...... 460,950 100.0 1,977,225 100.0 4,613,064 100.0

Our business model features in the synergy effects across our different business lines. On one hand, our development and sales of properties introduce emerging manufacturing businesses into our industrial parks, which in turn provides customer resources and promotes the provision of our comprehensive industrial park operational services within industrial parks. On the other hand, our quality comprehensive industrial park operational services consistently attract more corporate customers to purchase or lease our plants and commence business operations in our industrial parks. We also occasionally engage in construction services to meet the needs of local governments and enterprises to better facilitate the marketing and sales of our industrial parks. We believe such business model has contributed to our continued success and will continue to distinguish us from our competitors.

PROPERTY DEVELOPMENT AND SALES

We sell standardized and/or customized plants in the industrial parks we developed to small- to mid-sized enterprises, most of which are manufacturing enterprises. As part of our primary business model and the marketing and sales strategy, we sell plants to small- to mid-sized enterprises that plan to commence business operations at our industrial parks, as opposed to those who plan to hold the plants for investment purposes, so as to promote the development of relevant industries and drive economic growth in surrounding areas.

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As of February 28, 2021, we had 70 industrial park projects at different development stages all of which were developed by our subsidiaries and two residential and commercial projects. In addition, as of February 28, 2021, we have entered into investment agreements for 25 undeveloped industrial park projects, with respect to which we were in the process of carrying out the necessary PRC regulatory procedure to acquire the land use rights certificates or enter into land grant contracts. We have entered into cooperation or acquisition agreements with our business partners to develop eight industrial park projects, with respect to which we were undergoing the land acquisition process as of the same date. As of February 28, 2021, our projects had an aggregate GFA attributable to us of approximately 8.7 million sq.m., including (i) total GFA for completed properties, comprising GFA available for sale and GFA for property investment, of approximately 0.6 million sq.m.; (ii) total planned GFA for properties under development of approximately 4.1 million sq.m.; and (iii) total estimated GFA for properties held for future development of approximately 4.0 million sq.m.

The following map illustrates the geographical coverage of our industrial park projects in the PRC as of February 28, 2021.

Cities that have been settled into

1.Shanghai 2.Hangzhou 3.Suzhou 4.Nanjing 5.Qingdao 11

6.Ningbo 7.Chongqing 8.Wuhan 9.Xi’an 10.Zhengzhou 1 11.Shenyang 12.Wuxi 13.Hefei 14.Jinhua 15.Changzhou 36 35 2 16.Nantong 17.Jiaxing 18.Yangzhou 19.Foshan 20.Huizhou 34 21.Zhongshan 22.Jinan 23.Shijiazhuang 24.Yantai 25.Quanzhou 23 38 24 the Bohai Economic Rim 26.Nanchang 27.Xuzhou 28.Huzhou 29.Zhenjiang 30.Taizhou 45 37 33 5 31.Chuzhou 32.Jiangmen 33.Weifang 34.Boading 35.Tangshan 22 36.Langfang 37.Zibo 38.Cangzhou 39.Zhaoqing 40.Luoyang 6 5 41.Zhangzhou 42.Mianyang 43.Zhuzhou 44.Xiangtan 45.Jinzhong 10 7 40 27 9

16 30 31 18 4 29 13 15 3 the Yangtze River 12 1 42 17 Delta Region 8 2 Cities that will be settled into 28 4 6 7

26 14

1.Beijing 2.Tianjin 3.Kunming 4.Shaoxing Chiwei Diaoyu Islands Island 5.Linyi 6.Jining 7.Xianyang 44 43 Taiwan Province Guangzhou Hong Kong Taiwan Macau Island 25 Haikou Dongsha Islands 3 Hainan Island 41 Sanya Xisha Islands Sansha 39 20 Yongxing Island 19 Zhongsha Islands Huangyan Island 32 21 South China Sea the Pearl River

Delta Region Nansha Islands

Zengmu Shoal

Provinces that have been settled into

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The following chart illustrates the regional breakdowns of our revenue from development and sales of properties in 2018, 2019 and 2020.

For the year ended December 31, 2018 2019 2020 Revenue % Revenue % Revenue % (RMB’000) (RMB’000) (RMB’000)

The Yangtze River Delta Region...... 290,278 63.4 1,454,963 74.8 2,351,733 51.3 The Pearl River Delta Region...... – – 261,700 13.5 970,911 21.2 The Bohai Economic Rim . . 167,646 36.6 78,021 4.0 1,077,083 23.5 Other regions (1) ...... – – 149,795 7.7 183,164 4.0

Total ...... 457,924 100.0 1,944,479 100.0 4,582,891 100.0

(1) Include Zhangzhou in Fujian Province and Mianyang in Sichuan Province.

The properties of our industrial park projects are classified into three categories based on their respective development stages:

• Completed properties, representing industrial parks for which construction of all constituent buildings have been completed and the completion certificates have been obtained, including completed properties that have been sold.

• Properties under development, representing industrial parks for which we have obtained land use rights certificates and construction work has commenced but the project has not been completed.

• Properties held for future development, representing industrial parks with respect to which we have either received the land use rights certificates, or have entered into land grant contracts with regulatory authorities in the PRC, but have not yet commenced construction work.

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Our classification of properties is different from the classification of properties in the Property Valuation Report in Appendix III to this document and the Accountants’ Report in Appendix I to this document. These reports have been prepared pursuant to the requirements of the relevant professions. The table below sets forth our classification of properties in this document and the corresponding classification of properties in the Property Valuation Report and the Accountants’ Report.

This document Property Valuation Report Accountants’ Report

• Completed • Group I—Properties held • Completed properties properties for sale by Group in the held for sale PRC

• Group II—Properties held • Investment properties for investment by the Group in the PRC

• Properties under • Group III—Properties • Properties under development held under development development by the Group in the PRC

• Group II—Properties held • Investment properties for investment by the Group in the PRC

• Properties held for • Group IV—Properties • Properties under future held for future development development, development by the including Group in the PRC properties with land grant contracts • Group II—Properties held • Investment properties or land use rights for investment by the certificates Group in the PRC

• Group V—Properties • Prepayments, deposits contracted to be acquired and other receivables by the Group in the PRC

See “Appendix Ill—Property Valuation Report” and “Appendix I—Accountants’ Report” to this document, respectively, for details of the classification of properties in the Property Valuation Report and the Accountants’ Report.

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In determining planned dates (including the planned dates of construction commencement and completion for properties under development and properties held for future development and the planned dates of pre-sale or sale commencement and property delivery) and estimated site area and GFA information, we rely on certain assumptions, including: (i) there will be no material changes with respect to the general economic conditions in the PRC, performance of the PRC property market or demand for our industrial park products, such as plants, particularly in the regions where we plan to develop these properties; (ii) there will be no material change in the regulatory regime governing the real estate, particularly industrial park, market in the PRC which could adversely affect our ability to develop such properties; (iii) there will be no significant delay or obstacle in obtaining necessary licenses and approvals to develop such properties, or any such licenses and approvals obtained are not subject to any material changes or amendments; (iv) we will be able to finance the project development through a combination of our working capital, external borrowings and other debt and equity financing on a timely basis; (v) we will be able to obtain the land use rights with respect to the lands identified for our properties held for future development as expected without any significant delay or difficulty; (vi) we will be able to carry out the development plan as set out in the investment agreement without any material delay or significant changes or amendments to the development plan with respect to properties to be developed which we are in the process of carrying out the necessary PRC regulatory procedure to acquire the land use rights certificates or enter into land grant contracts; (vii) services provided by third party contractors, including our construction contractors, will meet our quality standards and requirements; (viii) there will be no material increase in the costs and expenses relating to the construction and development of the properties, including costs of construction materials and labor in the PRC; and (ix) we will not be involved in any material legal or other proceedings that could significantly affect our project development process. These estimates and plans are forward-looking statements and are outside of our control. See “Forward-Looking Statements.”

In terms of development strategies, we plan to primarily develop industrial park projects which would be classified as “properties held for sale,” which we intend to sell as our core business in property development and sales. We develop investment properties instead of properties held for sale when (i) the investment agreements or land grant contracts specifically provide the nature of the property project to be investment properties; or (ii) we decide to hold the property for purposes of value appreciation and/or generating rental income.

As we plan to primarily develop properties held for sale instead of as investment properties, we go through prudent decision-making procedures prior to developing investment properties. Our investment decision-making committee is specifically tasked with making the decisions of whether to sell or hold the properties under the conditions stipulated in the land contracts after comprehensively considering (i) the relevant requirements in certain investment agreements or land grant contracts; (ii) our business development strategies going forward; (iii) the market demands of the properties; and (iv) the expected revenue and costs of the specific property.

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Site Area and GFA

The estimated site area and GFA information in this document is derived on the following bases.

Site area information Total GFA information

• If we have received the land use rights • If the construction of the properties is certificates with respect to certain completed and a completion inspection filing properties, the site area information in has been made, the total GFA information in respect of such properties refers to the site respect of such completed properties refers to area information set forth in the land use the total GFA information set forth in the rights certificates; and completion certificate and the property survey report; and

• If we have not received the land use rights • If the completion inspection filing has not certificates with respect to certain been made, the total GFA information in properties, the site area information in respect of such properties is estimated based respect of such properties is estimated on: (i) the total GFA information set forth in based on the site area information set forth the construction work commencement permit; in the land grant contract, or if not yet (ii) the total GFA information set forth in the available, the investment agreements construction work planning permit if the signed with regulatory authorities in the construction work commencement permit is PRC relating to such properties (excluding not yet available; (iii) our current the areas identified for public use, such as development plans if none of the above roads and other public infrastructure). documents is otherwise available; or (iv) the total GFA information if any is indicated in the investment agreement we entered into with regulatory authorities in the PRC.

The total GFA generally includes saleable/leasable GFA and others. Saleable/leasable GFA generally refers to the GFA of properties that are saleable/leasable pursuant to PRC laws and regulations, including internal floor area and shared areas that are exclusively allocated to such properties. Others refer to GFA of properties that are not saleable pursuant to PRC laws and regulations, such as communal facilities, underground space for civil defense purposes and part of parking lots.

Land Bank

Our land bank represents the sum of (i) total GFA for completed properties, comprising GFA available for sale and GFA for property investment. GFA available for sale includes completed GFA that has been pre-sold but not yet delivered; (ii) total planned GFA for properties under development; and (iii) total estimated GFA for properties held for future development. Total land bank represents the total land bank of projects developed by our subsidiaries and the land bank attributable to us of projects developed by our associate.

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The following table sets forth a breakdown of total land bank by geographical location as of February 28, 2021.

Under Future Completed Development Development Total Land GFA for Bank Number of GFA Available Property Estimated Attributable to % of Total Projects for Sale(1) Investment(2) Planned GFA(3) GFA(4) the Group(5), (6) Land Bank (sq.m.) (sq.m.) (sq.m.) (sq.m.) (sq.m.)

Property projects developed by our subsidiaries Shanghai Municipality . . 1––––––

Jiangsu Province ...... 15 114,828 29,439 865,680 518,172 1,528,119 17.5% Nanjing ...... 2 9,695 29,439 65,061 268,477 372,672 4.3% Suzhou ...... 2 – – 194,391 – 194,391 2.2% Wuxi...... 2–––26,122 26,122 0.3% Changzhou ...... 3 – – 201,840 – 201,840 2.3% Zhenjiang ...... 1 49,893 – – – 49,893 0.6% Nantong ...... 2 4,667 – 279,611 20,387 304,665 3.5% Yangzhou ...... 1 50,573 – – – 50,573 0.6% Xuzhou...... 1 – – 7,065 203,186 210,251 2.4% Taizhou ...... 1 – – 117,712 – 117,712 1.3%

Zhejiang Province ..... 8 41,416 – 394,721 250,622 686,758 7.8% Hangzhou ...... 1 – – 74,559 – 74,559 0.9% Ningbo ...... 3 – – 156,684 99,765 256,448 2.9% Jiaxing ...... 1 – – 44,659 – 44,659 0.5% Jinhua...... 1 – – 83,014 150,857 233,871 2.7% Huzhou ...... 2 41,416 – 35,805 – 77,221 0.9%

Anhui Province ...... 3 66,748 – – – 66,748 0.7% Hefei ...... 2 38,189 – – – 38,189 0.4% Chuzhou ...... 1 28,559 – – – 28,559 0.3%

Guangdong Province . . . 10 167,125 – 976,415 582,104 1,725,643 19.7% Foshan ...... 4 36,905 – 469,742 – 506,646 5.8% Zhongshan ...... 1 – – 196,009 – 196,009 2.2% Huizhou ...... 2 – – 201,801 340,733 542,533 6.2% Jiangmen ...... 2 91,792 – 105,339 – 197,131 2.3% Zhaoqing ...... 1 38,428 – 3,525 241,371 283,324 3.2%

Hebei Province ...... 8 59,597 – 228,709 736,479 1,024,786 11.7% Shijiazhuang ...... 2 – – 58,133 170,550 228,684 2.6% Tangshan ...... 1 5,259 – 49,980 19,608 74,847 0.9% Cangzhou ...... 1 54,338 – – 115,123 169,461 1.9% Baoding...... 1 – – 77,013 160,060 237,072 2.7% Langfang ...... 3 – – 43,583 271,138 314,721 3.6%

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Henan Province ...... 3–––351,826 351,826 4.0% Zhengzhou ...... 2–––266,495 266,495 3.0% Luoyang ...... 1–––85,331 85,331 1.0%

Shandong Province .... 8 35,909 32,376 673,531 288,350 1,030,166 11.8% Jinan ...... 1 9,865 32,376 116,782 134,783 293,806 3.4% Qingdao ...... 2 22,927 – 83,222 96,900 203,049 2.3% Weifang ...... 2 3,117 – 165,656 51,073 219,846 2.5% Yantai ...... 1 – – 110,498 – 110,498 1.3% Zibo...... 2 – – 197,372 5,594 202,966 2.3%

Hubei Province ...... 1 – – 96,847 161,388 258,235 3.0% Wuhan...... 1 – – 96,847 161,388 258,235 3.0%

Hunan Province ...... 2 – – 389,963 149,928 539,891 6.2% Xiangtan ...... 1 – – 140,594 – 140,594 1.6% Zhuzhou ...... 1 – – 249,368 149,928 399,296 4.6%

Jiangxi Province ...... 1–––206,965 206,965 2.4% Nanchang ...... 1–––206,965 206,965 2.4%

Chongqing Municipality . 2 – – 145,551 112,013 257,565 2.9%

Sichuan Province ..... 1 50,732 – – 93,212 143,945 1.6% Mianyang ...... 1 50,732 – – 93,212 143,945 1.6%

Fujian Province ...... 2 4,022 – 81,177 40,910 126,109 1.5% Quanzhou ...... 1–––40,910 40,910 0.5% Zhangzhou ...... 1 4,022 – 81,177 – 85,199 1.0%

Liaoning Province ..... 3 10,827 – 84,447 116,415 211,689 2.4% Shenyang ...... 3 10,827 – 84,447 116,415 211,689 2.4%

Shanxi Province ...... 1–––150,531 150,531 1.7% Jinzhong ...... 1–––150,531 150,531 1.7%

Shaanxi Province ..... 2 – – 141,993 126,119 268,112 3.1% Xi’an ...... 2 – – 141,993 126,119 268,112 3.1%

Sub-total ...... 71 551,204 61,815 4,079,034 3,885,033 8,577,086 98.0%

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Property projects developed by our associate Hubei Province...... 1–––171,455 171,455 2.0% Wuhan...... 1–––171,455 171,455 2.0%

Attributable Sub-total .. 1–––171,455 171,455 2.0%

Total Land Bank ...... 72 551,204 61,815 4,079,034 4,056,489 8,748,542 100.0%

By region: The Yangtze River Delta Region ...... 27 222,991 29,439 1,260,401 768,793 2,281,625 26.1% The Pearl River Delta Region ...... 10 167,125 – 976,415 582,104 1,725,643 19.7% The Bohai Economic Rim . 19 106,333 32,376 986,687 1,141,244 2,266,640 25.9% Other regions...... 16 54,755 – 855,531 1,564,348 2,474,633 28.3%

Total Land Bank ...... 72 551,204 61,815 4,079,034 4,056,489 8,748,542 100.0%

Notes:

(1) Includes (i) GFA pre-sold but yet to be delivered; and (ii) GFA unsold and available for sale.

(2) Refers to GFA available for rent.

(3) Refers to total planned GFA under development as set out in the relevant construction work planning permits, or other documentation such as government endorsed area measurement reports.

(4) Refers to (i) GFA for which we have signed a land grant contract but have not obtained the relevant land use rights certificates; and (ii) GFA for which we have obtained the land use rights certificates but have not obtained the requisite construction work commencement permits.

(5) Total land bank equals the sum of (i) total GFA for completed properties, comprising GFA available for sale and GFA for property investment; (ii) total planned GFA for properties under development; and (iii) total estimated GFA for properties held for future development.

(6) For projects held by our associate, total GFA has been adjusted by our equity interest in the respective project.

(7) The 72 property projects include one residential project in Shandong Province and one residential and commercial project in Hubei Province.

– 169 – Our Property Projects DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS

The following table sets forth the details of our property projects as of February 28, 2021.

Completed Under Development Future Development

Group’s Equity Held by the Site Area Attributable Project Name Group Total GFA Actual/ EstimatedActual/ Estimated Land-use Rights Estimated Future Reference to Total Estimated Market Value CommencementCompletion Not Yet Development Property Valuation GFA Date Date Total GFA GFA AvailableGFA for Property TotalGFA GFA Saleable/ Under Obtained Development CostsCosts Report (1) (2) (3) Completed(4) for Sale(5) Investment (6)DevelopmentLeasable(7) (8) for Future(9) Incurred(10) (11) (12), (15) (13), (15) GFA Pre-sold Development

sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. RMB in million RMB in million RMB in million Project no.

Developed by our subsidiaries Shanghai Municipality 1. Shanghai Songjiang Manufacturing Industrial Park (上海松江製造產業園) . . . 100.0% 32,368 – – 52,127 –––––––––N/AN/A

Jiangsu Province Nanjing 2. Nanjing Luhe Kechuang Park (南京六合科創園) .... 95.0% 45,046 April2020 November 2021 – – – 65,061 64,109 23,863 – – 97.5 70.7 143.6 1

3. Nanjing Jiangbei New District Zhigu Industrial Complex (南京江北新區智谷產業 BUSINESS 綜合體) ...... 98.7% 170,624 August 2019 March 2025 123,792 9,695 29,439 – – – 268,477 – 396.9 810.3 227.2 2

Suzhou 7 – 170 – 4. Suzhou Changshu Science and Technology Park (蘇州常熟科創園) .... 90.0% 71,562 March2020 November 2021 – – – 129,281 120,611 29,824 – – 105.0 272.6 159.2 3

5. Suzhou Changshu Modern Manufacturing Industrial Park (蘇州常熟現代智造產業園) ...... 98.5% 40,009 June2020 December 2021 – – – 65,110 64,497 34,079 – – 62.3 92.4 82.1 4

Wuxi 6. Wuxi Yixing Heqiao Smart Manufacturing Park (無錫宜興和橋智造園) . . . 95.5% 61,040 September 2019 July 2022 36,875 –––––26,122–87.856.011.45

7. Wuxi Huishan Smart Manufacturing Industrial Park (無錫惠山智造產業園) . . . 100.0% 62,696 May 2018 April 2019 70,295 –––––––151.2–N/AN/A ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS Completed Under Development Future Development

sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. RMB in million RMB in million RMB in million Project no.

Changzhou 8. Changzhou Tianning Kechuang Smart Valley (常州天寧科創智谷) . . . 100.0% 32,352 December 2020 December 2021 – – – 49,840 49,370 41,048 – – 33.8 92.6 44.7 6

9. Changzhou Wujin Xueyan Smart Manufacturing Industrial Park (常州武進雪堰智造產業園) ..... 100.0% 51,518 July 2020 December 2021 – – – 74,091 72,308 57,700 – – 51.4 118.4 103.2 7

10. Changzhou Wujin Chuangzhi Cloud Valley (常州武進創智雲谷) . . . 95.1% 102,448 January 2019 July 2021 79,827 – – 77,909 76,798 74,612 – – 261.4 103.8 160.1 8

Zhenjiang 11. Zhenjiang Yangzhong Smart Manufacturing Industrial Park (鎮江揚中智能製造產業園) ...... 96.2% 63,304 January 2020 February 2021 77,283 49,893 ––––––169.1–143.4 9

Nantong 12. Nantong Gangzha Chechuang Smart Automobile City Industrial Complex Project (南通港閘車創智車城都市工業綜合體項目)...... 90.0% 151,924 June 2020 March 2023 – – – 240,546 224,147 34,577 20,387 – 165.7 479.9 190.6 10 BUSINESS 13. Nantong Tongzhou Bay Binhai Park (南通通州灣濱海園區) . . . 100.0% 343,041 August 2017 July 2021 205,119 4,667 – 39,065 37,814 37,814 – – 418.9 22.8 96.3 11 7 – 171 –

Yangzhou 14. Yangzhou Yizheng Smart Industrial Park (揚州儀征智慧工業園) . . . 98.7% 126,450 March 2019 December 2020 103,026 50,573 ––––––208.3–133.3 12

Xuzhou 15. Xuzhou Tongshan Chengbei Eco New City Smart Manufacturing Town Project (徐州銅山城北生態新城智造小鎮項目) ...... 99.0% 254,978 January 2021 June 2023 – – – 7,065 7,065 – 203,186 – 87.2 414.2 115.6 13 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS Completed Under Development Future Development

sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. RMB in million RMB in million RMB in million Project no.

Taizhou 16. Taizhou Jinjiang Smart Manufacturing Valley (泰州靖江智造谷) .... 100.0% 151,875 August 2020 December 2021 – – – 117,712 114,977 70,816 – – 89.6 174.1 121.8 14

Zhejiang Province Hangzhou 17. Hangzhou Xiaoshan Qianjiang Cloud Valley Base (杭州蕭山錢江雲谷基地) . . 100.0% 111,906 September 2017 November 2021 111,849 – – 74,559 59,939 55,697 – – 355.0 112.2 121.4 15

Ningbo 18. Ningbo Ninghai Binhai Smart Manufacturing Park (寧波寧海濱海智造產業園) . 97.6% 78,261 October 2019 September 2021 – – – 99,609 97,408 64,378 – – 98.5 141.9 132.4 16

19. Ningbo Zhenhai Smart Manufacturing Park (寧波鎮海智造谷) .... 98.5% 95,776 February 2019 October 2021 87,127 – – 57,075 56,769 32,602 – – 381.5 5.6 256.7 17

20. Ningbo Cixi Sino-Germany Industrial Park (寧波慈溪中德產業園) . . . 100.0% 55,297 April 2021 December 2022 ––––––99,765–1.3267.3 79.7 18

Jiaxing 21. Jiaxing Pinghu Digital BUSINESS Equipment Industrial Park (嘉興平湖數字裝備產業園) . 100.0% 33,547 May 2020 June 2021 – – – 44,659 42,923 24,659 – – 58.6 50.4 101.1 19 7 – 172 –

Jinhua 22. Jinhua Jingkai District Jinxi Entrepreneur & Innovation Industrial Park (金華經開區金西創業創新產業園) ...... 96.2% 168,901 May 2019 April 2023 49,766 – – 83,014 82,221 67,895 150,857 – 185.6 354.0 158.4 20

Huzhou 23. Huzhou Changxing Green Smart Manufacturing Park (湖州長興綠色智造產業園) . 98.2% 88,212 December 2019 May 2021 42,547 41,416 – 35,805 35,805 27,978 – – 94.1 51.2 174.5 21 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS Completed Under Development Future Development

sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. RMB in million RMB in million RMB in million Project no.

24. Huzhou Deqing Canal Smart Valley Industrial Park (湖州德清運河智谷產業園) . 98.7% 146,720 March 2019 December 2020 177,040 –––––––368.93.0N/AN/A

Anhui Province Hefei 25. Hefei Changfeng Smart Manufacturing Industrial Park (合肥長豐智能製造產業園) . 95.5% 109,995 April 2019 November 2019 131,098 5,453 ––––––234.5–13.022

26. Hefei Feixi Manufacturing Industrial Park (合肥肥西製造產業園) . . . 100.0% 99,994 July 2020 December 2020 108,966 32,736 ––––––190.6–90.923

Chuzhou 27. Chuzhou Nanqiao Smart Town (滁州南譙智慧小鎮) . . . 98.4% 105,288 January 2019 September 2020 116,707 28,559 ––––––206.0–70.624

Guangdong Province Foshan 28. Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town

(佛山順德粵港澳大灣區智能創 BUSINESS 新小鎮) ...... 100.0% 73,034 May 2018 November 2019 150,100 13,200 ––––––321.1–35.325

29. Foshan – 173 Gaoming– Zoina Smart City (佛山高明智匯城) .... 96.7% 115,665 September 2019 November 2021 59,943 23,705 – 182,567 181,539 77,851 – – 362.9 98.7 501.6 26

30. Foshan Sanshui Auto Space Smart Car Port (佛山三水AUTO SPACE智車港)...... 94.0% 60,757 March2020 March 2022 – – – 110,852 110,468 24,592 – – 96.9 140.3 123.7 27

31. Foshan Nanhaiwan District Zhihui New City (佛山南海灣區智匯新城) . . 100.0% 92,216 November 2020 October 2023 – – – 176,322 175,625 – – – 113.2 359.8 127.9 28 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS Completed Under Development Future Development

sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. RMB in million RMB in million RMB in million Project no.

Zhongshan 32. Zhongshan Banfu Smart Equipment Manufacturing Industrial Park (中山板芙智能製造裝備產業園) ...... 100.0% 71,388 July 2020 January 2022 – – – 196,009 182,248 71,173 – – 118.6 308.3 197.7 29

Huizhou 33. Huizhou Zhongkai High-end Electronic Information Industrial Park (惠州仲愷高端電子信息產業園) ...... 97.1% 73,446 March2020 November 2021 44,344 – – 201,801 185,777 167,284 – – 192.0 373.2 257.6 30

34. Huizhou Shuikou High-end Electronic Information Industrial Park (惠州惠城水口高端電子信息創新園)...... 96.5% 106,439 May 2021 May 2023 ––––––340,733––709.7 105.2 31

Jiangmen 35. Jiangmen Xinhui Rongzhichuangmei Industrial Park (江門新會融智創美產業谷) ..... 100.0% 138,666 March 2019 March 2021 190,546 79,960 – 30,007 26,974 – – – 457.1 19.9 309.5 32 BUSINESS

36. Jiangmen Taishan Smart Equipment Industrial Park

(江門台山智能裝備產業園 – 174 – ) . 95.5% 78,485 August 2019 August 2021 38,555 11,832 – 75,332 75,131 16,498 – – 116.4 106.7 81.5 33

Zhaoqing 37. Zhaoqing Duanzhou Shuanglong Science and Innovation Industrial Park (肇慶端州雙龍科創產業谷) . 97.8% 152,368 March 2020 February 2024 62,633 38,428 – 3,525 3,525 – 241,371 – 232.4 360.6 195.8 34 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS Completed Under Development Future Development

sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. RMB in million RMB in million RMB in million Project no.

Hebei Province Shijiazhuang 38. Shijiazhuang Gaocheng Likang Hi-tech Biological Science and Technology Industrial Park (石家莊藁城麗康高科生物科技產業園) ...... 85.0% 107,927 March 2020 April 2022 – – – 58,133 57,197 15,006 90,000 – 112.0 263.7 106.6 35

39. Shijiazhuang Zhengding Technology Valley （石家莊正定科技谷） . . . 100.0% 58,589 April 2021 December 2021 ––––––80,55080,550–201.3 – 36

Tangshan 40. Tangshan Lutai Jingjin Chuangzhi Industrial Park (唐山蘆台京津創智產業園) . 100.0% 93,333 October 2019 June 2022 16,150 5,259 – 49,980 49,472 29,569 19,608 – 134.1 90.7 123.7 37

Cangzhou 41. Cangzhou Jingkai Industrial New City (滄州經開產業新城) . . . 100.0% 263,293 May 2019 December 2021 129,841 54,338 ––––115,123–345.5199.4 227.7 38

Baoding 42. Baoding Qingyuan New

Economics Industrial Park BUSINESS (保定清苑新經濟產業園) . . 85.0% 197,388 November 2020 November 2023 – – – 77,013 74,453 46,013 160,060 – 161.2 418.1 168.6 39

Langfang – 175 – 43. Gu’an Jingnan Science & Technology Smart Valley (固安京南科技智谷) . . . 100.0% 39,304 June 2021 May 2022 ––––––60,078–49.6130.4 49.8 40

44. Gu’an Jingnan Science & Technology Smart Valley (Phase II) (固安京南科技智谷二期) . . 100.0% 67,464 June 2021 June 2024 ––––––121,723––405.5 89.3 41

45. Langfang Sanhe Kechuang Smart Valley (廊坊三河科創智谷產業園) . 100.0% 64,123 December 2020 June 2023 – – – 43,583 43,045 18,943 89,336 – 90.8 308.9 115.2 42 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS Completed Under Development Future Development

sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. RMB in million RMB in million RMB in million Project no.

Henan Province Zhengzhou 46. Zhengzhou Airport Zone Smart Electronics Industrial Park (鄭州航空港區智慧電子產業園) ...... 100.0% 73,854 August 2021 August 2023 ––––––121,444–52.7253.0 53.2 43

47. Zhengzhou Mingang Industrial Park (鄭州閩港產業園) .... 100.0% 108,438 June 2021 January 2023 ––––––145,051––378.6 71.9 44

48. Luoyang Intelligent Equipment Innovation Port (洛陽智能裝備創新港) . . . 100.0% 61,768 May 2021 November 2022 ––––––85,33185,331–210.1 – 45

Shandong Province Jinan 49. Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) . . 100.0% 350,072 April 2018 June 2023 208,636 9,865 32,376 116,782 115,424 77,775 134,783 – 683.8 520.2 391.8 46

Qingdao 50. Qingdao Jimo Science & Technology Industrial Park (青島即墨科技創新產業園) . 100.0% 142,685 January 2020 July 2023 61,027 22,927 –- 83,222 81,791 1,234 47,909 – 344.1 117.3 385.2 47 BUSINESS

51. Qingdao Konggang New Infrastructure Smart Valley

(青島空港新基建智造谷 – 176 – ) . . 100.0% 33,334 May 2021 September 2022 ––––––48,99148,9910.1126.8 – 48

Weifang 52. Yuandu (Weifang) Smart Valley (鳶都（濰坊）智谷產業園) . . 96.7% 100,919 November 2020 November 2022 – – – 62,550 61,479 10,986 51,073 – 64.8 231.4 85.3 49

53. Weifang Jingkai District Yuandu Industrial Complex (濰坊經開區鳶都匯智產業綜合體) ...... 96.5% 133,053 December 2019 November 2022 69,703 3,117 – 103,106 100,033 24,353 – – 213.1 152.1 153.6 50 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS Completed Under Development Future Development

sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. RMB in million RMB in million RMB in million Project no.

Yantai 54. Yantai Fushan District Smart Manufacturing Industrial Park (煙台福山區智能製造產業園) . 97.1% 122,242 March 2020 December 2021 – – – 110,498 109,486 59,170 – – 68.0 155.4 110.8 51

Zibo 55. Zibo Huantai County Chuangzhi Garden (淄博桓台縣創智花園)

(14) . 100.0% 53,333 June 2020 May 2022 – – – 145,549 143,315 33,173 – – 159.8 414.3 184.6 52

56. Zibo Huantai County Chuangzhi Future Industrial Town (淄博桓台縣創智未來產業小鎮) ...... 100.0% 52,667 June 2020 October 2022 – – – 51,823 51,797 16,466 5,594 – 45.9 80.6 75.5 53

Hubei Province

Wuhan BUSINESS 57. Wuhan East West Lake Science and Technology

7 – 177 – Center (武漢東西湖科創中心) . . . 97.3% 131,093 September 2020 December 2021 – – – 96,847 92,955 61,718 161,388 – 104.6 507.4 135.9 54

Hunan Province Xiangtan 58. Xiangtan Gaoxin Smart Manufacturing Industrial Park (湘潭高新智能製造產業園) . 98.1% 133,439 March 2020 July 2022 – – – 140,594 140,017 48,185 – – 172.5 149.2 219.5 56

Zhuzhou 59. Zhuzhou Gaoxin District Smart Manufacturing Industrial Park (株洲高新區智能製造產業園) . 66.0% 332,931 November 2020 December 2023 – – – 249,368 247,027 65,703 149,928 126,400 118.3 427.1 100.5 57 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS Completed Under Development Future Development

sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. RMB in million RMB in million RMB in million Project no.

Jiangxi Province Nanchang 60. Nanchang Xinjian Digital Smart Manufacturing Industrial Park (南昌新建數字化智造產業園) . 100.0% 174,000 May 2021 June 2024 ––––––206,965206,965 0.5 475.7 – 58

Chongqing Municipality 61. Chongqing Bishan Smart Manufacturing Industrial Park (重慶璧山智造產業園) . . . 98.7% 133,284 September 2020 December 2021 – – – 145,551 143,597 118,502 – – 82.6 266.6 174.7 59

62. Chongqing Banan Health Industrial Park (重慶巴南大健康產業園) . . 100.0% 90,600 May 2021 May 2022 ––––––112,013–1.5250.5 41.4 60

Sichuan Province Mianyang 63. Mianyang Anzhou Qindong Future Vehicle Industrial Park (綿陽安州擎動未來汽車產業園) ...... 100.0% 283,460 November 2019 September 2022 121,137 50,732 ––––93,212–231.5163.0 163.2 61

Fujian Province

Quanzhou BUSINESS 64. Quanzhou Taishang District Intelligent Grid & Electronic

Industrial – 178 – Park (泉州台商區智能電網電氣產業園) ...... 70.0% 33,006 April2021 April 2022 ––––––40,910–0.193.110.562

Zhangzhou 65. Zhangzhou Xiangcheng Jinhu Cloud Zhizao Town (漳州薌城金湖雲谷智造小鎮) . 100.0% 130,146 August 2018 June 2021 74,707 4,022 – 81,177 80,501 53,166 – – 216.3 82.0 128.5 63 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS Completed Under Development Future Development

sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. sq.m. RMB in million RMB in million RMB in million Project no.

Liaoning Shenyang 66. Shenyang Shenbei High-end Smart Manufacturing Industrial Park (瀋陽瀋北高端智能製造產業園) ...... 100.0% 177,692 November 2018 August 2021 74,870 10,827 – 84,447 82,835 54,933 – – 237.5 96.6 146.6 64

67. Shenyang Tiexi Sino-Germany Smart Manufacturing Valley (瀋陽鐵西中德智造谷) . . . 98.9% 62,092 May 2021 December 2021 ––––––55,011–38.686.938.965

68. Shenyang Dadong Vehicle Chuangzhicheng Project (瀋陽大東汽車創智城項目) . 77.0% 72,765 April 2021 August 2022 ––––––61,404–29.1103.8 23.0 66

Shanxi Jinzhong 69. Jinzhong Smart Manufacturing Future City (晉中智造未來城) .... 100.0% 159,611 July 2021 October 2022 ––––––150,531150,531 0.1 381.5 – 67

Shaanxi Xi’an 70. Xi’an Airport Linkong Industrial Port BUSINESS (西安空港臨空產業港) . . . 100.0% 126,366 April 2020 March 2022 – – – 141,993 140,586 75,465 10,240 – 154.5 241.9 205.7 68

71. Xi’an Qinhan Zhikang Cloud Valley – Base 179 – (西安秦漢智康雲谷基地) . . 100.0% 92,972 May 2021 May 2023 ––––––115,878115,8781.2354.3 – 69

Developed by our associate Hubei Wuhan 72. Huhan East West Lake Zoina National Cyber Security Headquarters Park Project (武漢東西湖國家網安總部公園項目)

(14) ...... 49.0% 107,825 April 2021 March 2025 ––––––349,909349,909 – 2,182.8 – 55

Total ...... 2,875,636 4,079,032 4,234,941 10,485.7 16,690.8 8,648.2 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS

Notes:

(1) For projects or project phases for which we have obtained land use rights, based on the relevant land use rights certificates (國有土地使用證); for projects or project phases for which we have not obtained land use rights, based on the relevant land grant contracts (國有土地使用權出讓合同).

(2) For projects completed and under development, refers to the date as set out in the construction work commencement permits (建築工程施工許可證); for projects for future development, refers to the Group’s current estimation with reference to construction working plans.

(3) For completed projects, refers to the date of the records of completion certificates (房屋建築工程竣工驗收備案表); for projects under development or for future development, refers to the Group’s current estimation with reference to construction working plans.

(4) Refers to total GFA completed, as set out in the completed construction work certified reports (建築工程竣工驗收報告/竣工證書). Total GFA completed equals to the sum of (i) GFA sold and delivered, (ii) GFA available for sale, (iii) GFA for property investment, and (iv) unsaleable GFA, referring to certain communal facilities and ancillary facilities.

(5) GFA available for sale is divided into (i) GFA pre-sold but yet to be delivered; and (ii) GFA unsold and available for sale. BUSINESS

8 – 180 – (6) Refers to total planned GFA under development as set out in the relevant construction work planning permits (建設工程規劃許可證), or other documentation such as government endorsed area measurement reports.

(7) Refers to saleable and leasable GFA in properties under development.

(8) Refers to the date as set out in the construction work planning permits (建設工程規劃許可證）or its estimated by the Group.

(9) Refers to GFA for which the Group has signed a land grant contract but have not obtained the relevant land use rights certificates.

(10) Refers to total development costs incurred for the relevant projects, including paid land premium of relevant land use rights certificates, construction costs, capitalized interest and other development costs as of December 31, 2020.

(11) Refers to the budgeted costs estimated to be incurred based on the development costs incurred as of December 31, 2020.

(12) Refers to the market value of the project in proportion to the Group’s interest in the projects as of February 28, 2021.

(13) Refers to the project number stated in “Summary of Projects” in the property valuation report set out in Appendix III to this document.

(14) The project includes residential and commercial properties.

(15) Projects that are not included in the property valuation report are marked as “N/A” in this column, referring to completed projects that are fully sold and delivered and have no GFA available for sale. 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. BUSINESS

Description of Our Industrial Park Projects

During the Track Record Period, the development and sales of plants inside our industrial parks was the major component of our business. We design, develop and operate parks in line with local government development plans. Our business model can be traced back to December 2016 when we entered into land grant contract with local government for the development of Nantong Tongzhou Bay Binhai Park (南通通州灣濱海園區) in Nantong, Jiangsu, and we have since accumulated extensive experience. As of February 28, 2021, we had a total of 72 property projects at different stages of development with a total GFA attributable to us of approximately 8.7 million sq.m. in the fast-developing cities of the PRC. Generally, we develop our industrial park projects according to our understandings of both the market demand and the needs of the local governments and small- to mid-sized enterprises, out of which certain projects are highly individualized to address the specific needs of the local governments and internally labelled as benchmark industrial parks (“標杆園區”). With a view to further diversify the types of industries in our industrial parks, we develop such benchmark industrial parks to showcase our capabilities in marketing and sales and industrial park development and operation. We believe our benchmark industrial parks will help us attract market attention and win more business expansion opportunities from local governments and potential business partners. As of February 28, 2021, we had developed certain benchmark industrial parks in the PRC, including (i) Suzhou Changshu Science and Technology Park (蘇州常熟科創園) with an industry focus on new energy vehicle; (ii) Nantong Gangzha Chechuang Smart Automobile City Industrial Complex Project (南通港閘車創智車城都市工業綜合體項目) in Nantong with an industry focus on electronics used in vehicles; (iii) Huizhou Zhongkai High-end Electronic Information Industrial Park (惠州仲愷高端電子信息產業園) in Huizhou with an industry focus on advanced electronic information technology; (iv) Wuhan East West Lake Science and Technology Center (武漢東西湖科創中心) in Wuhan with an industry focus on cybersecurity and smart manufacturing; (v) Langfang Sanhe Kechuang Smart Valley (廊坊三河科創智谷產業園) in Langfang with an industry focus on electronic information and civilian-military integration; and (vi) Gu’an Jingnan Science & Technology Smart Valley Phase II (固安京南科技智谷二期) in Langfang with an industry focus on aerospace and information technology.

Competitiveness of Our Industrial Park Projects

Our industrial park projects mainly include well-planned plants and various ancillary facilities such as retail stores, storage spaces, canteens and office buildings, which provide an efficient and convenient workplace for enterprises, to help enhance their operation efficiency as well as to create a comfortable and convenient community for the enterprises’ employees. Our achievements in developing and operating industrial parks have also attracted government representatives from different cities in the PRC to visit our parks, providing us with many potential business opportunities. As of February 28, 2021, the total completed GFA of our industrial park projects was approximately 2.8 million sq.m. As of the same date, a total GFA of 2.2 million sq.m., or 79% of the total saleable/leasable GFA of our completed industrial park projects, had been sold and delivered.

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Core strengths of our industrial parks include (i) our standardized and customized plant designs to enhance operational efficiency for our customers; (ii) comprehensive industrial park operational services encompassing basic services, administration and facility management services and value-added supporting services to satisfy various needs of local governments and enterprises in our industrial parks; (iii) well established infrastructure and developed ancillary facilities to form a comfortable and convenient community; (iv) industry cluster effect to attract potential customers; and (v) healthy and energetic industrial park culture and working environment.

Our Key Projects

Key Projects Developed by Our Subsidiaries

1. Shanghai Songjiang Manufacturing Industrial Park (上海松江製造產業園)

Shanghai Songjiang Manufacturing Industrial Park (上海松江製造產業園) is an industrial park project located in Shanghai Municipality The project occupies an aggregate site area of 32,368 sq.m. and consists of plants and ancillary facilities. We obtained this project from a third party through asset acquisition as part of our geographic expansion strategy at a contract price of RMB286.2 million. Shanghai Songjiang Manufacturing Industrial Park (上海松江製造產業園) is operated by Shanghai Rongshi Industrial Development Co., Ltd. (上海榮石實業發展有限公司).

Shanghai Songjiang Manufacturing Industrial Park (上海松江製造產業園) primarily serves manufacturing enterprises in smart manufacturing, intelligent equipment, new materials and pharmaceutical products industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows: Construction status ...... Completed Total GFA completed (sq.m.) ...... 52,127 Effective equity interest to our Group ...... 100.0%

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2. Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮)

Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) is an industrial park project located in Jinan, Shandong province. The project occupies an aggregate site area of 350,072 sq.m. and consists of plants, car parks, dormitories and ancillary facilities. Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) is developed by Jinan Zhongnan Real Estate Co., Ltd. (濟南中南置業有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB215.4 million. The land use rights certificate was obtained in November 2017. As of December 31, 2020, we had incurred development costs for the project of RMB683.8 million.

Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) primarily serves manufacturing enterprises in smart manufacturing, new materials and other industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... April, 2018 — Estimated completion date ...... June, 2023 Construction status ...... Under development Total GFA completed (sq.m.) ...... 208,636 GFA available for sale (sq.m.) ...... 9,865 GFA for Property Investment...... 32,376 Total GFA under development (sq.m.) ...... 116,782 GFA saleable/leasable (sq.m.) ...... 115,424 GFA pre-sold (sq.m.)...... 77,775 Total GFA held for future development (sq.m.) ...... 134,783 Effective equity interest to our Group ...... 100.0%

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3. Nantong Gangzha Chechuang Smart Automobile City Industrial Complex Project (南通港閘車創智車城都市工業綜合體項目)

Nantong Gangzha Chechuang Smart Automobile City Industrial Complex Project (南通港閘車創智車城都市工業綜合體項目) is one of our benchmark industrial park projects located in Nantong, Jiangsu province. The project occupies an aggregate site area of 151,924 sq.m. and consists of plants, car parks, offices, commercials and ancillary facilities. Nantong Gangzha Chechuang Smart Automobile City Industrial Complex Project (南通港閘車創智車城都市工業綜合體項目) is developed by Nantong Rongshi Chechuang Automobile Technology Co., Ltd. (南通榮石車創汽車科技有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB70.6 million. The land use rights certificate was obtained in June 2020. As of December 31, 2020, we had incurred development costs for the project of RMB165.7 million.

Nantong Gangzha Chechuang Smart Automobile City Industrial Complex Project (南通港閘車創智車城都市工業綜合體項目) primarily serves manufacturing enterprises in automotive and electronic information industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... June, 2020 — Estimated completion date ...... March,2023 Construction status ...... Under development Total GFA under development (sq.m.) ...... 240,546 GFA saleable/leasable (sq.m.) ...... 224,147 GFA pre-sold (sq.m.) ...... 34,577 Total GFA held for future development (sq.m.) ...... 20,387 Effective equity interest to our Group ...... 90.0%

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4. Changzhou Wujin Chuangzhi Cloud Valley (常州武進創智雲谷)

Changzhou Wujin Chuangzhi Cloud Valley (常州武進創智雲谷) is an industrial park project located in Changzhou, Jiangsu province. The project occupies an aggregate site area of 102,448 sq.m. and consists of plants, car parks and ancillary facilities. Changzhou Wujin Chuangzhi Cloud Valley (常州武進創智雲谷) is developed by Changzhou Jinlin Technology Industrial Park Management Co., Ltd. (常州錦麟科技產業園管理有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB46.1 million. The land use rights certificate was obtained in November 2020. As of December 31, 2020, we had incurred development costs for the project of RMB261.4 million.

Changzhou Wujin Chuangzhi Cloud Valley (常州武進創智雲谷) primarily serves manufacturing enterprises in smart manufacturing, intelligent equipment, electronic information and other industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... January, 2019 — Estimated completion date ...... July, 2021 Construction status ...... Under development Total GFA completed (sq.m.) ...... 79,827 Total GFA under development (sq.m.) ...... 77,909 GFA saleable/leasable (sq.m.) ...... 76,798 GFA pre-sold (sq.m.) ...... 74,612 Effective equity interest to our Group ...... 95.1%

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5. Huzhou Deqing Canal Smart Valley Industrial Park (湖州德清運河智谷產業園)

Huzhou Deqing Canal Smart Valley Industrial Park (湖州德清運河智谷產業園)isan industrial park project located in Huzhou, Zhejiang province. The project occupies an aggregate site area of 146,720 sq.m. and consists of plants and ancillary. Huzhou Deqing Canal Smart Valley Industrial Park (湖州德清運河智谷產業園) is developed by Deqing Zhongnan High-tech Development Co., Ltd. (德清中南高科開發有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB77.8 million. The land use rights certificate was obtained in January 2019. As of December 31, 2020, we had incurred development costs for the project of RMB368.9 million.

Huzhou Deqing Canal Smart Valley Industrial Park (湖州德清運河智谷產業園) primarily serves manufacturing enterprises in smart manufacturing, intelligent equipment, electronic information, energy saving and environmental protection and other industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... March,2019 — Actual completion date ...... December, 2020 Construction status ...... Completed Total GFA completed (sq.m.) ...... 177,040 Effective equity interest to our Group ...... 98.7%

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6. Nanjing Jiangbei New District Zhigu Industrial Complex (南京江北新區智谷產業綜合體)

Nanjing Jiangbei New District Zhigu Industrial Complex (南京江北新區智谷產業綜合體)is an industrial park project located in Nanjing, Jiangsu province. The project occupies an aggregate site area of 170,624 sq.m. and consists of plants, car parks and ancillary facilities. Nanjing Jiangbei New District Zhigu Industrial Complex (南京江北新區智谷產業綜合體)is developed by Nanjing Jinfan Real Estate Co., Ltd. (南京錦凡置業有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB144.0 million. The land use rights certificate was obtained in May 2019. As of December 31, 2020, we had incurred development costs for the project of RMB396.9 million.

Nanjing Jiangbei New District Zhigu Industrial Complex (南京江北新區智谷產業綜合體) primarily serves manufacturing enterprises in smart manufacturing, intelligent equipment and electronic information industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... August, 2019 — Estimated completion date ...... March,2025 Construction status ...... Under development Total GFA completed (sq.m.) ...... 123,792 GFA available for sale (sq.m) ...... 9,695 Total GFA held for future development (sq.m.) ...... 268,477 Effective equity interest to our Group ...... 98.7%

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7. Suzhou Changshu Science and Technology Park (蘇州常熟科創園)

Suzhou Changshu Science and Technology Park (蘇州常熟科創園) is one of our benchmark industrial park projects located in Suzhou, Jiangsu province. The project occupies an aggregate site area of 71,562 sq.m. and consists of plants, car parks, dormitories and ancillary facilities. Suzhou Changshu Science and Technology Park (蘇州常熟科創園) is developed by Jiangsu Chechuang Automobile Technology Service Co., Ltd. (江蘇車創汽車科技服務有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB37.2 million. The land use rights certificate was obtained in March 2020. As of December 31, 2020, we had incurred development costs for the project of RMB105.0 million.

Suzhou Changshu Science and Technology Park (蘇州常熟科創園) primarily serves manufacturing enterprises in smart manufacturing, automotive, new materials and new energy industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... March,2020 — Estimated completion date ...... November, 2021 Construction status ...... Under development Total GFA under development (sq.m.) ...... 129,281 GFA saleable/leasable (sq.m.) ...... 120,611 GFA pre-sold (sq.m.) ...... 29,824 Effective equity interest to our Group ...... 90.0%

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8. Wuxi Huishan Smart Manufacturing Industrial Park (無錫惠山智造產業園)

Wuxi Huishan Smart Manufacturing Industrial Park (無錫惠山智造產業園) is an industrial park project located in Wuxi, Jiangsu province. The project occupies an aggregate site area of 62,696 sq.m. and consists of plants and ancillary facilities. Wuxi Huishan Smart Manufacturing Industrial Park (無錫惠山智造產業園) is developed by Wuxi Hongshi High-tech Development Co., Ltd. (無錫泓石高科發展有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB31.0 million. The land use rights certificate was obtained in January 2018. As of December 31, 2020, we had incurred development costs for the project of RMB151.2 million.

Wuxi Huishan Smart Manufacturing Industrial Park (無錫惠山智造產業園) primarily serves manufacturing enterprises in smart manufacturing, intelligent equipment and other industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... May,2018 — Actual completion date ...... April, 2019 Construction status ...... Completed Total GFA completed (sq.m.) ...... 70,295 Effective equity interest to our Group ...... 100.0%

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9. Nantong Tongzhou Bay Binhai Park (南通通州灣濱海園區)

Nantong Tongzhou Bay Binhai Park (南通通州灣濱海園區) is an industrial park project located in Nantong, Jiangsu province. The project occupies an aggregate site area of 343,041 sq.m. and consists of plants and ancillary facilities. Nantong Tongzhou Bay Binhai Park (南通通州灣濱海園區) is developed by Nantong Zhongnan High-tech Industrial Park Management Co., Ltd. (南通中南高科產業園管理有限公司). We entered into the relevant land grant contract and had partially paid the total land premium of RMB86.8 million as of December 31, 2020. The land use rights certificate was obtained in March 2017. As of December 31, 2020, we had incurred development costs for the project of RMB418.9 million.

Nantong Tongzhou Bay Binhai Park (南通通州灣濱海園區) primarily serves manufacturing enterprises in smart manufacturing, intelligent equipment, medical equipment, energy saving and environmental protection industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... August, 2017 — Estimated completion date ...... July, 2021 Construction status ...... Under development Total GFA completed (sq.m.) ...... 205,119 GFA available for sale (sq.m.) ...... 4,667 Total GFA under development (sq.m.) ...... 39,065 GFA saleable/leasable (sq.m.) ...... 37,814 GFA pre-sold (sq.m.) ...... 37,814 Effective equity interest to our Group ...... 100.0%

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10. Yangzhou Yizheng Smart Industrial Park (揚州儀征智慧工業園)

Yangzhou Yizheng Smart Industrial Park (揚州儀征智慧工業園) is an industrial park project located in Yangzhou, Jiangsu province. The project occupies an aggregate site area of 126,450 sq.m. and consists of plants and ancillary facilities. Yangzhou Yizheng Smart Industrial Park (揚州儀征智慧工業園) is developed by Yangzhou Zhongnan Jinhong Industrial Park Development Co., Ltd. (揚州中南錦泓產業園發展有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB22.6 million. The land use rights certificate was obtained in December 2018. As of December 31, 2020, we had incurred development costs for the project of RMB208.3 million.

Yangzhou Yizheng Smart Industrial Park (揚州儀征智慧工業園) primarily serves manufacturing enterprises in smart manufacturing, intelligent equipment, automotive, electronic information, energy conservation and environmental protection industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... March,2019 — Actual completion date ...... December, 2020 Construction status ...... Completed Total GFA completed (sq.m.) ...... 103,026 GFA available for sale (sq.m.) ...... 50,573 Effective equity interest to our Group ...... 98.7%

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11. Hangzhou Xiaoshan Qianjiang Cloud Valley Base (杭州蕭山錢江雲谷基地)

Hangzhou Xiaoshan Qianjiang Cloud Valley Base (杭州蕭山錢江雲谷基地) is an industrial park project located in Hangzhou, Zhejiang province. The project occupies an aggregate site area of 111,906 sq.m. and consists of plants, car parks, dormitories and ancillary facilities. Hangzhou Xiaoshan Qianjiang Cloud Valley Base (杭州蕭山錢江雲谷基地) is developed by Hangzhou Zhongnan High-tech Industrial Park Management Co., Ltd. (杭州中南高科產業園管理有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB84.2 million. The land use rights certificate was obtained in July 2017. As of December 31, 2020, we had incurred development costs for the project of RMB355.0 million.

Hangzhou Xiaoshan Qianjiang Cloud Valley Base (杭州蕭山錢江雲谷基地) primarily serves manufacturing enterprises in smart manufacturing, intelligent equipment, automotive, electronic information, biomedical, medical devices and new materials industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... September, 2017 — Estimated completion date ...... November, 2021 Construction status ...... Under development Total GFA completed (sq.m.) ...... 111,849 Total GFA under development (sq.m.) ...... 74,559 GFA saleable/leasable (sq.m.) ...... 59,939 GFA pre-sold (sq.m.) ...... 55,697 Effective equity interest to our Group ...... 100.0%

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12. Ningbo Zhenhai Smart Manufacturing Park (寧波鎮海智造谷)

Ningbo Zhenhai Smart Manufacturing Park (寧波鎮海智造谷) is an industrial park project located in Ningbo, Zhejiang province. The project occupies an aggregate site area of 95,776 sq.m. and consists of plants, dormitories and ancillary facilities. Ningbo Zhenhai Smart Manufacturing Park (寧波鎮海智造谷) is developed by Ningbo Zhongnan High-tech Jincheng Industrial Park Management Co., Ltd. (寧波中南高科錦程產業園管理有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB111.1 million. The land use rights certificate was obtained in January 2019. As of December 31, 2020, we had incurred development costs for the project of RMB381.5 million.

Ningbo Zhenhai Smart Manufacturing Park (寧波鎮海智造谷) primarily serves manufacturing enterprises in smart system, intelligent equipment, energy saving and environmental protection and electronic information industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... February, 2019 — Estimated completion date ...... October, 2021 Construction status ...... Under development Total GFA completed (sq.m.) ...... 87,127 Total GFA under development (sq.m.) ...... 57,075 GFA saleable/leasable (sq.m.) ...... 56,769 GFA pre-sold (sq.m.) ...... 32,602 Effective equity interest to our Group ...... 98.5%

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13. Huzhou Changxing Green Smart Manufacturing Park (湖州長興綠色智造產業園)

Huzhou Changxing Green Smart Manufacturing Park (湖州長興綠色智造產業園)isan industrial park project located in Huzhou, Zhejiang province. The project occupies an aggregate site area of 88,212 sq.m. and consists of plants and ancillary facilities. Huzhou Changxing Green Smart Manufacturing Park (湖州長興綠色智造產業園) is developed by Changxing Zhongnan High-tech Jinrong Industrial Park Development Co., Ltd. (長興中南高科錦榮產業園開發有限公司). We entered into the relevant land grant contracts and fully paid the total land premium of RMB41.6 million. The land use rights certificate was obtained in December 2019. As of December 31, 2020, we had incurred development costs for the project of RMB94.1 million.

Huzhou Changxing Green Smart Manufacturing Park (湖州長興綠色智造產業園) primarily serves manufacturing enterprises in smart manufacturing, intelligent equipment, electronic information, energy saving and environmental protection and other industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... December, 2019 — Estimated completion date ...... May,2021 Construction status ...... Under development Total GFA completed (sq.m.) ...... 42,547 GFA available for sale (sq.m.) ...... 41,416 Total GFA under development (sq.m.) ...... 35,805 GFA saleable/leasable (sq.m.) ...... 35,805 GFA pre-sold (sq.m.) ...... 27,978 Effective equity interest to our Group ...... 98.2%

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14. Hefei Changfeng Smart Manufacturing Industrial Park (合肥長豐智能製造產業園)

Hefei Changfeng Smart Manufacturing Industrial Park (合肥長豐智能製造產業園)isan industrial park project located in Hefei, Anhui province. The project occupies an aggregate site area of 109,995 sq.m. and consists of plants and ancillary facilities. Hefei Changfeng Smart Manufacturing Industrial Park (合肥長豐智能製造產業園) is developed by Hefei Zhongnan High-tech Industrial Park Operation Management Co., Ltd. (合肥中南高科產業園運營管理有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB19.8 million. The land use rights certificate was obtained in April 2019. As of December 31, 2020, we had incurred development costs for the project of RMB234.5 million.

Hefei Changfeng Smart Manufacturing Industrial Park (合肥長豐智能製造產業園) primarily serves manufacturing enterprises in smart manufacturing, energy saving and environmental protection industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... April, 2019 — Actual completion date ...... November, 2019 Construction status ...... Completed Total GFA completed (sq.m.) ...... 131,098 GFA available for sale (sq.m.) ...... 5,453 Effective equity interest to our Group ...... 95.5%

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15. Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town (佛山順德粵港澳大灣區智能創新小鎮)

Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town (佛山順德粵港澳大灣區智能創新小鎮) is an industrial park project located in Foshan, Guangdong province. The project occupies an aggregate site area of 73,034 sq.m. and consists of plants, car parks and ancillary facilities. Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town (佛山順德粵港澳大灣區智能創新小鎮) is developed by Foshan Shunde Jinrong Real Estate Co., Ltd. (佛山市順德錦榮置業有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB76.7 million. The land use rights certificate was obtained in December 2017. As of December 31, 2020, we had incurred development costs for the project of RMB321.1 million.

Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town (佛山順德粵港澳大灣區智能創新小鎮) primarily serves manufacturing enterprises in machinery manufacturing and light industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... May,2018 — Actual completion date ...... November, 2019 Construction status ...... Completed Total GFA completed (sq.m.) ...... 150,100 GFA available for sale (sq.m.) ...... 13,200 Effective equity interest to our Group ...... 100.0%

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16. Foshan Gaoming Zoina Smart City (佛山高明智匯城)

Foshan Gaoming Zoina Smart City (佛山高明智匯城) is an industrial park project located in Foshan, Guangdong province. The project occupies an aggregate site area of 115,665 sq.m. and consists of plants, car parks, dormitories and ancillary facilities. Foshan Gaoming Zoina Smart City (佛山高明智匯城) is developed by Foshan Gaoming District Jinshi Real Estate Co., Ltd. (佛山市高明區錦實置業有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB76.4 million. The land use rights certificate was obtained in June 2019. As of December 31, 2020, we had incurred development costs for the project of RMB362.9 million.

Foshan Gaoming Zoina Smart City (佛山高明智匯城) primarily serves manufacturing enterprises in general equipment manufacturing industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... September, 2019 — Estimated completion date ...... November, 2021 Construction status ...... Under development Total GFA completed (sq.m.) ...... 59,943 GFA available for sale (sq.m.) ...... 23,705 Total GFA under development (sq.m.) ...... 182,567 GFA saleable/leasable (sq.m.) ...... 181,539 GFA pre-sold (sq.m.) ...... 77,851 Effective equity interest to our Group ...... 96.7%

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17. Foshan Sanshui Auto Space Smart Car Port (佛山三水AUTO SPACE智車港)

Foshan Sanshui Auto Space Smart Car Port (佛山三水AUTO SPACE智車港) is an industrial park project located in Foshan, Guangdong province. The project occupies an aggregate site area of 60,757 sq.m. and consists of plants and ancillary facilities. Foshan Sanshui Auto Space Smart Car Port (佛山三水AUTO SPACE智車港) is developed by Foshan Sanshui District Rongshi Real Estate Co., Ltd. (佛山市三水區榮石置業有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB29.8 million. The land use rights certificate was obtained in September 2019. As of December 31, 2020, we had incurred development costs for the project of RMB96.9 million.

Foshan Sanshui Auto Space Smart Car Port (佛山三水AUTO SPACE智車港) primarily serves manufacturing enterprises in automotive, new materials and other industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... March,2020 — Estimated completion date ...... March,2022 Construction status ...... Under development Total GFA under development (sq.m.) ...... 110,852 GFA saleable/leasable (sq.m.) ...... 110,468 GFA pre-sold (sq.m.) ...... 24,592 Effective equity interest to our Group ...... 94.0%

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18. Huizhou Zhongkai High-end Electronic Information Industrial Park (惠州仲愷高端電子信息產業園)

Huizhou Zhongkai High-end Electronic Information Industrial Park (惠州仲愷高端電子信息產業園) is one of our benchmark industrial park projects located in Huizhou, Guangdong province. The project occupies an aggregate site area of 73,446 sq.m. and consists of plants, car parks and ancillary facilities. Huizhou Zhongkai High-end Electronic Information Industrial Park (惠州仲愷高端電子信息產業園) is developed by Huizhou Jinshi Real Estate Co., Ltd. (惠州市錦實置業有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB52.5 million. The land use rights certificate was obtained in September 2019. As of December 31, 2020, we had incurred development costs for the project of RMB192.0 million.

Huizhou Zhongkai High-end Electronic Information Industrial Park (惠州仲愷高端電子信息產業園) primarily serves manufacturing enterprises in electronic information industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... March,2020 — Estimated completion date ...... November, 2021 Construction status ...... Under development Total GFA completed (sq.m.) ...... 44,344 Total GFA under development (sq.m.) ...... 201,801 GFA saleable/leasable (sq.m.) ...... 185,777 GFA pre-sold (sq.m.) ...... 167,284 Effective equity interest to our Group ...... 97.1%

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19. Zhaoqing Duanzhou Shuanglong Science and Innovation Industrial Park (肇慶端州雙龍科創產業谷)

Zhaoqing Duanzhou Shuanglong Science and Innovation Industrial Park (肇慶端州雙龍科創產業谷) is an industrial park project located in Zhaoqing, Guangdong province. The project occupies an aggregate site area of 152,368 sq.m. and consists of plants, car parks and ancillary facilities. Zhaoqing Duanzhou Shuanglong Science and Innovation Industrial Park (肇慶端州雙龍科創產業谷) is developed by Zhaoqing Duanzhou District Hongshi Real Estate Co., Ltd. (肇慶市端州區泓石置業有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB96.0 million. The land use rights certificate was obtained in April 2019. As of December 31, 2020, we had incurred development costs for the project of RMB232.4 million.

Zhaoqing Duanzhou Shuanglong Science and Innovation Industrial Park (肇慶端州雙龍科創產業谷) primarily serves manufacturing enterprises in smart manufacturing, new materials, energy saving and environmental protection and other industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... March,2020 — Estimated completion date ...... February, 2024 Construction status ...... Under development Total GFA completed (sq.m.) ...... 62,633 GFA available for sale (sq.m.) ...... 38,428 Total GFA under development (sq.m.) ...... 3,525 GFA saleable/leasable (sq.m.) ...... 3,525 Total GFA held for future development (sq.m.) ...... 241,371 Effective equity interest to our Group ...... 97.8%

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20. Shijiazhuang Gaocheng Likang Hi-tech Biological Science and Technology Industrial Park (石家莊藁城麗康高科生物科技產業園)

Shijiazhuang Gaocheng Likang Hi-tech Biological Science and Technology Industrial Park (石家莊藁城麗康高科生物科技產業園) is an industrial park project located in Shijiazhuang, Hebei province. The project occupies an aggregate site area of 107,926 sq.m. and consists of plants, car parks and ancillary facilities. Shijiazhuang Gaocheng Likang Hi-tech Biological Science and Technology Industrial Park (石家莊藁城麗康高科生物科技產業園) is developed by Huahe Kangyuan Biotechnology Hebei Co., Ltd. (華禾康源生物科技河北有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB66.7 million. The land use rights certificate was obtained in July 2019. As of December 31, 2020, we had incurred development costs for the project of RMB112.0 million.

Shijiazhuang Gaocheng Likang Hi-tech Biological Science and Technology Industrial Park (石家莊藁城麗康高科生物科技產業園) primarily serves manufacturing enterprises in smart manufacturing, intelligent equipment, electronic information and biomedical industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... March,2020 — Estimated completion date ...... April, 2022 Construction status ...... Under development Total GFA under development (sq.m.) ...... 58,133 GFA saleable/leasable (sq.m.) ...... 57,197 GFA pre-sold (sq.m.) ...... 15,006 Total GFA held for future development (sq.m.) ...... 90,000 Effective equity interest to our Group ...... 85.0%

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21. Yantai Fushan District Smart Manufacturing Industrial Park (煙台福山區智能製造產業園)

Yantai Fushan District Smart Manufacturing Industrial Park (煙台福山區智能製造產業園) is an industrial park project located in Yantai, Shandong province. The project occupies an aggregate site area of 122,242 sq.m. and consists of plants and ancillary facilities. Yantai Fushan District Smart Manufacturing Industrial Park (煙台福山區智能製造產業園) is developed by Yantai Jinde Real Estate Co., Ltd. (煙台錦德置業有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB34.4 million. The land use rights certificate was obtained in January 2020. As of December 31, 2020, we had incurred development costs for the project of RMB68.0 million.

Yantai Fushan District Smart Manufacturing Industrial Park (煙台福山區智能製造產業園) primarily serves manufacturing enterprises in smart manufacturing, intelligent equipment, electronic information and biomedical industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... March,2020 — Estimated completion date ...... December, 2021 Construction status ...... Under development Total GFA under development (sq.m.) ...... 110,498 GFA saleable/leasable (sq.m.) ...... 109,486 GFA pre-sold (sq.m.) ...... 59,170 Effective equity interest to our Group ...... 97.1%

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22. Zibo Huantai County Chuangzhi Future Industrial Town (淄博桓台縣創智未來產業小鎮)

Zibo Huantai County Chuangzhi Future Industrial Town (淄博桓台縣創智未來產業小鎮)is an industrial park project located in Zibo, Shandong province. The project occupies an aggregate site area of 52,667.00 sq.m. and consists of plants and ancillary facilities. Zibo Huantai County Chuangzhi Future Industrial Town (淄博桓台縣創智未來產業小鎮) is developed by Zibo Zhongnan Jinsheng Industrial Park Construction and Operation Co., Ltd. (淄博中南錦晟產業園建設運營有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB24.5 million. The land use rights certificate was obtained in May 2020. As of December 31, 2020, we had incurred development costs for the project of RMB45.9 million.

Zibo Huantai County Chuangzhi Future Industrial Town (淄博桓台縣創智未來產業小鎮) primarily serves manufacturing enterprises in smart manufacturing, biomedical, medical devices industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... June 2020 — Estimated completion date ...... October, 2022 Construction status ...... Under development Total GFA under development (sq.m.) ...... 51,823 GFA saleable/leasable (sq.m.) ...... 51,797 GFA pre-sold (sq.m.) ...... 16,466 Total GFA held for future development (sq.m.) ...... 5,594 Effective equity interest to our Group ...... 100.0%

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23. Wuhan East West Lake Science and Technology Center (武漢東西湖科創中心)

Wuhan East West Lake Science and Technology Center (武漢東西湖科創中心) is one of our benchmark industrial park projects located in Wuhan, Hubei province. The project occupies an aggregate site area of 131,093 sq.m. and consists of plants, car parks and ancillary facilities. Wuhan East West Lake Science and Technology Center (武漢東西湖科創中心) is developed by Wuhan Silk Road Linghang Semiconductor Co., Ltd. (武漢絲路領航半導體有限公司). We acquired 100% equity interest of this project from a third party at a contract price of RMB78.7 million. The land use rights certificate was obtained in June 2020. As of December 31, 2020, we had incurred development costs for the project of RMB104.6 million.

Wuhan East West Lake Science and Technology Center (武漢東西湖科創中心) primarily serves manufacturing enterprises in smart manufacturing and other industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... September, 2020 — Estimated completion date ...... December, 2021 Construction status ...... Under development Total GFA under development (sq.m.) ...... 96,847 GFA saleable/leasable (sq.m.) ...... 92,955 GFA pre-sold (sq.m.) ...... 61,718 Total GFA held for future development (sq.m.) ...... 161,388 Effective equity interest to our Group ...... 97.3%

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24. Zhangzhou Xiangcheng Jinhu Cloud Zhizao Town (漳州薌城金湖雲谷智造小鎮)

Zhangzhou Xiangcheng Jinhu Cloud Zhizao Town (漳州薌城金湖雲谷智造小鎮)isan industrial park project located in Zhangzhou, Fujian province. The project occupies an aggregate site area of 130,146 sq.m. and consists of plants and ancillary facilities. Zhangzhou Xiangcheng Jinhu Cloud Zhizao Town (漳州薌城金湖雲谷智造小鎮) is developed by Zhangzhou Zhongnan High-tech Investment Co., Ltd. (漳州中南高科投資有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB34.2 million. The land use rights certificate was obtained in July 2018. As of December 31, 2020, we had incurred development costs for the project of RMB216.3 million.

Zhangzhou Xiangcheng Jinhu Cloud Zhizao Town (漳州薌城金湖雲谷智造小鎮) primarily serves manufacturing enterprises in smart manufacturing, electronic information and other industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... August, 2018 — Estimated completion date ...... June, 2021 Construction status ...... Under development Total GFA completed (sq.m.) ...... 74,707 GFA available for sale (sq.m.) ...... 4,022 Total GFA under development (sq.m.) ...... 81,177 GFA saleable/leasable (sq.m.) ...... 80,501 GFA pre-sold (sq.m.) ...... 53,166 Effective equity interest to our Group ...... 100.0%

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25. Xi’an Airport Linkong Industrial Port (西安空港臨空產業港)

Xi’an Airport Linkong Industrial Port (西安空港臨空產業港) is an industrial park project located in Xi’an, Shannxi province. The project occupies an aggregate site area of 126,366 sq.m. and consists of plants, dormitories and ancillary facilities. Xi’an Airport Linkong Industrial Port (西安空港臨空產業港) is developed by Xixian New Area Zhongnan Hansheng Real Estate Co., Ltd. (西咸新區中南瀚盛置業有限公司). We entered into the relevant land grant contract and fully paid the total land premium of RMB62.6 million. The land use rights certificate was obtained in April 2020. As of December 31, 2020, we had incurred development costs for the project of RMB154.5 million.

Xi’an Airport Linkong Industrial Port (西安空港臨空產業港) primarily serves manufacturing enterprises in intelligent equipment, electronic information and aviation manufacturing industries.

Based on our internal records, details of the project as of February 28, 2021 were as follows:

Construction Period — Actual commencement date ...... April, 2020 — Estimated completion date ...... March,2022 Construction status ...... Under development Total GFA under development (sq.m.) ...... 141,993 GFA saleable/leasable (sq.m.) ...... 140,586 GFA pre-sold (sq.m.) ...... 75,465 Total GFA held for future development (sq.m.) ...... 10,240 Effective equity interest to our Group ...... 100.0%

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OUR BUSINESS PROCESS

Based on our extensive experience, we have established a comprehensive set of standardized development cycle from initial assessment stage to final operation stage. The diagram below summarizes the major stages involved in developing a project:

Project Marketing and Assessment and Sales of Site Industrial Parks Selection Comprehensive Land Industrial Park Acquisition Operational Industry Industrial Park Services Research and Development Planning and Delivery

We have established various departments at the headquarters level to oversee and control the major steps of all of our project developments. We have also formed regional companies to execute the headquarters’ instructions and manage the day-to-day development and operational activities of individual projects. Our headquarters classify various decision making responsibilities based on their materiality. All key decisions regarding a project, such as project assessment and site selection, are primarily made at our headquarters with the assistance of regional companies, while localized decision making is delegated to our regional companies. For each new project, we assign a core team with extensive experience from regional companies to ensure that project developments are executed properly and in accordance with our business model. In addition, we also localize our project management team through recruiting skilled managers and employees with related experience from other local leading companies.

Our management system conveys our strategies and goals to our various departments and regional companies, and oversees their operations. We also leverage our bargaining power by centralizing negotiations with suppliers and contractors and efficiently share the resources and expertise among various projects in areas such as design, construction and operation.

PROJECT ASSESSMENT AND SITE SELECTION

Project Assessment and Feasibility Study

We undergo a careful assessment and selection process of our property sites. Our investment personnel at the regional level and headquarters lead the project assessment and feasibility study process. The investment personnel in our regional companies collect information of potentially available land parcels and carry out screening processes based on such information, and then draft and submit preliminary project proposals to the respective regional investment and development teams. The regional investment teams review and update the project proposals with inputs from other professional teams at our headquarters, and then submit the updated project proposals to our investment team at headquarters for review. We involve personnel from our finance management team, legal compliance team, construction management team, product design team, market research team and sales and marketing team to solicit their inputs at this stage. Thereafter, the further updated project proposals are submitted to our investment decision-making committee for final review and approval.

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We primarily focus on cities with annual GDP of greater than RMB400 billion. As a result, we are deeply rooted in the Yangtze River Delta Region, and have expanded into the Pearl River Delta Region, the Bohai Economic Rim and further extended our coverage to the provincial capitals and major cities with great growth potentials in the Central and Western regions and quality industry development background. When selecting our target cities as well as specific locations within the target cities, we consider the following major indicators:

Economic prospect indicators, including:

• macro-economic indicators, such as GDP and its growth rate, industrial output value and its growth rate, and total fixed asset investment and its growth rate;

• policy support, such as favorable policies related to industrial park development and operation and business environment for manufacturing enterprises;

• industrial land market environment, such current and future supply of industrial land, and supply, price and type of industrial park product in target regions.

Industrial development potential indicators, including structure of local industries, distribution of leading industries, industry development prospects and industrial agglomeration in target regions.

We conduct a comprehensive feasibility study on the potential project by evaluating above major indicators. To optimize our project assessment and feasibility study, we have built a professional project assessment system comprising investment development center, market research center and sales and marketing center. Our teams across these different centers work together in selecting target locations and assessing the potential projects. To specify, our investment development center communicates with the local governments to better understand their expectations and negotiates on contract terms of certain projects. Our market research center conducts market research at regional level and assesses the overall market environment based upon the foregoing economic prospect indicators and industrial development potential indicators, as well as the level of competition in local markets. Our sales and marketing center gauges the availability and sufficiency of industry resources within the target region through pre-marketing.

INDUSTRY RESEARCH AND PLANNING

“Industry planning first” constitutes a distinctive feature in our role as both industrial park developer and operator. After we complete the initial project assessment and feasibility study, we develop “top-level design” by taking into consideration of local governments’ development plans and local industry trends, together with the specific conditions of certain projects, to accurately position an industrial park project. We determine the industry focus within our industrial parks, and focusing on these industry themes, we carry out the marketing and sales of our industrial parks, design our comprehensive industrial park operational services and further propel the overall development of various industries to bring value to both local governments and enterprises settling in our industrial parks.

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We have established the Industry Research Institute, a specialized and professional research team in our industry research department with different skillsets, including, among others, regional strategic planning, industry planning and industry research, to study both domestic and global trends of manufacturing industry. Specifically, the Industry Research Institute conducts in-depth research on different industry chains and different segments along the industry chain of advanced equipment manufacturing, renewable energy and new materials, and formulates reports on a regular basis. The Industry Research Institute also carries out analysis of the development of emerging industries in various regions and cities, including the overall trend of industrial development, convergence effect brought by the leading industries at regional level, and the supporting policies of local governments. These research results provide us with meaningful guidelines for our industry park positioning, marketing and sales of our industrial parks, as well as upgrading of our comprehensive industrial park operational services.

We also have a professional industry planning team responsible for execution. Our industry planning process typically include four steps. Firstly, we assess the overall policy and market environment of the region and conduct research on the regional development plan to formulate a general outline of the planned industry focuses within our industrial parks. Secondly, we decide the future development strategies of our industrial parks based on qualitative and quantitative analysis of factors, including (i) an industry list showing industries either supported or prohibited by local governments, (ii) the needs and requirements of local governments in developing certain industries, (iii) the potentials of land for industrial use for further urban development and (iv) the social and economic development trend of the region. Thirdly, we focus on the target land parcel to conduct further study on specific industrial functions, business layout as well as upstream and downstream business opportunities along the industry chain, in this region, and engage our diversified teams to collaboratively study the benchmark cases and space planning of our potential projects. Lastly, we simulate the process of marketing and sales of industrial parks and the design of comprehensive services for industrial parks to make preliminary assessment of our profitability. During the period of negotiating investment agreements with local governments, our marketing personnel continue to conduct research on the local industry resources to seek potential customers and increases our success rate in project acquisitions.

During the regional industry planning and industrial park positioning process, we actively communicate with local governments to understand their needs and industry focuses. We will ensure that our available resources are compatible with the expectations of local governments. In addition, we also offer suggestions to local governments on their future development plan for local industries. For instance, we assisted a local authority in determining the specific type of enterprises for an auto manufacturing industrial park by offering statistics support and qualitative analysis. Our regional industry planning and industrial park positioning process not only provides typical project assessment and feasibility study but also help local governments to implement industry planning policies tailored for specific local conditions.

We also continuously monitor the positioning of our industrial parks during the marketing and sales stage and construction stage so that we can address the expectations of local governments in a timely and flexible manner.

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LAND ACQUISITION

Investment Agreement Signing

We typically sign investment agreements with local governments before acquisition of land use rights, which allows us to identify relevant land parcel in advance and increases our success rate in land acquisitions. In addition to the industrial park projects we have already developed, we have also entered into investment agreements for 25 industrial parks held for future development, covering an estimated GFA of 4.2 million sq.m. as of February 28, 2021. We closely cooperate with local governments to promote long-term development of local industries in our target cities and acquire large quality land parcels. The investment agreements that we sign with respect to relevant land parcels typically include multiple phases of rolling developments, which helps us to gain access to quality land bank continuously to ensure our long term stable pipeline of industrial park projects.

With thorough internal analysis and external negotiation with local governments, we will formally start our land acquisition process by preparing the relevant documentation, including an investment agreement with the local government. We will also circulate our report produced for regional industry planning and industrial park positioning to local governments to offer our suggestions on the development plan of both the region and the parcel of land we are interested in. We then typically enter into an investment agreement with the local government before we participate in the public tenders, auctions or listing-for-sale process. Under such investment agreements, the local governments generally will (i) assist us in obtaining all required certificates, licenses and permits in relation to our development and operation of industrial parks, including land use rights certificates, construction work commencement permits and construction work planning permits as permitted by applicable national and local laws, regulations and policies; (ii) provide support with our industrial park development and operation; and (iii) use its best efforts to support our project development by granting certain preferential treatment, favorable policies and supportive measures in compliance with relevant laws and regulations. On the other hand, we are typically obliged to (i) commence and complete construction of industrial parks within a certain period of time as prescribed in the agreement following the acquisition of land use rights; (ii) attract and introduce enterprises in certain target industries to establish their businesses in the industrial parks in compliance with relevant regional industry planning policies according to the terms and conditions of the agreements; (iii) ensure enterprises introduced to fulfill certain threshold requirements as set out in the agreement in respect of, among others, their nature of businesses, ability to generate sufficient tax income and performance in environmental aspects; (iv) maintain certain amount of investment in the development and operation of industrial parks; and (v) comply with all relevant laws and regulations. As advised by our PRC Legal Advisors, such investment agreements are legally binding on relevant parties, and we have not been found of being liable for breach of any such investment agreement entered into with relevant local governments during the Track Record Period and as of Latest Practicable Date.

Despite such investment agreements we entered into with local governments, we are still required to participate in the public tenders, auctions or listing-for-sale process as those are the only authorized processes in accordance with relevant PRC laws and regulations through which a local authority can sell a parcel of land. There is no assurance that we can always win the bid in such process. As the local governments have already taken into consideration factors including the development proposal, qualifications and track record in their identification of industrial park developers to enter into such investment agreements with, the signing of the investment agreement indicates an increase in our chance to obtain the target land parcel.

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After the signing of such investment agreements, we engage multiple departments at regional level and headquarters to constantly monitor the progress of land acquisition and formulate internal reports with respect to the provisions of investment agreements, past experience and risk control policies. We generally designate a project manager to closely monitor the progress of construction, investment and marketing and sales, as well as to coordinate with senior management at regional level to ensure our fulfillment of the obligations stipulated in the investment agreements. In case of a substantial change of circumstances, such responsible persons will assess the overall risks and conditions and submit a full report to investment management center at headquarters in a timely manner for further instructions. We have also adopted stringent guidelines for reviewing and assessing our potential customers to ensure that the potential corporate customers will satisfy the threshold requirements as indicated by local governments, in particular, the minimum output value and tax revenue to be generated by such enterprises. We typically sign an agreement with our potential customers requiring them to make commitments on tax income and to make up shortfall in any case they fail to fulfill such commitments. The customers for our certain projects are subject to both our internal approval and local governments’ acceptance before settling in our industrial parks. In addition, during the process of marketing and sales, we regularly monitor the fulfillment of tax commitments made by our customers and adjust marketing and sales strategies and specific requirements on potential customers to ensure that the total tax revenue from the relevant industrial park can meet the commitment in the investment agreement. Furthermore, leveraging our strong industrial park design, planning, marketing and sales capabilities, extensive industrial park development experience and rich industrial resources, we can also bring in business and investment opportunities and provide comprehensive industrial park operational services to bring value to such enterprises settling our industrial parks and help them meet the targets as stipulated in the investment agreements or certain land grant contracts.

Land Acquisition Methods

During the Track Record Period, we acquired our land through the following methods: (i) participation in public tenders, auctions and listing-for-sale organized by the relevant local governments; and (ii) acquisition of equity interest in, or land parcels from third parties which possess land.

Under current PRC laws and regulations, land use rights for the purpose of industrial use in the PRC must be granted by the government only through public tenders, auctions or listing-for-sale. When deciding the grantee of land use rights, the government will consider not only the tender price, but also the bidder’s industrial planning proposals and their capabilities in introducing industrial customers and operating the industrial park. See “Regulatory Overview—Land Use Rights for Real Estate Development” for more information on the regulatory approvals required for the acquisition of land use rights to our project development. The government authority generally establishes and announces the conditions for the public tender, auction or listing-for-sale of the land use rights. During the Track Record Period, we primarily acquired land through public tenders, auctions and listings-for-sale from the PRC Government in accordance with relevant PRC laws and regulations. We also make certain undertakings under few land grant contracts entered into with local governments in respect of, among others, specific target industries to be introduced into our industrial parks and minimum output value and tax income to be generated by our potential corporate customers. We typically have stringent assessment process and internal control procedures to ensure the enterprises

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In addition, we acquire equity interests in, or land parcels from, companies that possess or have the rights to possess land use rights for certain land parcels. This method allows us to obtain target land parcel at competitive prices as it allows us to negotiate the terms and conditions directly with the target companies or the counter parties. This method also allows us to consolidate our strengths and competitiveness with resources of the target companies.

It generally takes less than six months to sign the agreement from the date we approach the supplier of land-use rights. We normally reserve a few months for marketing and sales team to attract potential small- to mid-sized enterprises before acquiring land use rights. In 2018, 2019 and 2020, we have recorded land acquisition costs of RMB59.2 million, RMB211.5 million and RMB541.0 million, respectively, accounting for 19.7%, 16.3% and 16.4%, respectively, of the total cost of sales incurred in development and sales of properties.

MARKETING AND SALES OF INDUSTRIAL PARKS

We are renowned for the speed and quality of our marketing and sales capabilities. Quick and quality marketing, together with strict control of the quality and industry type of enterprises introduced to industrial parks that we develop and operate, have enabled us to achieve rapid growth in the number of our customers and scale of business operations.

We emphasize the speed of marketing and sales of industrial parks. With respect to any industrial park that we develop and operate, we start pre-marketing upon execution of relevant investment agreement with government and typically lock in approximately 10% of our customers when we complete the public tender, auction or listing-for-sale process, approximately 30% when we commence construction and approximately 90% when we complete construction.

We have strict guidelines on the quality of marketing and sales of industrial parks. We primarily focus on introducing advanced manufacturing enterprises specialized in, among others, advanced equipment manufacturing, new energy and new materials industries which typically enjoy financial and/or regulatory supports from local governments. We also have strict guidelines on the enterprises introduced to our industrial parks. For instance, minimum tax requirement is set for enterprises introduced to our industrial parks to ensure that they can satisfy the expected tax revenue and job creation targets set by the local governments. We generally will not introduce enterprises that (i) do not fit the overall positioning of our industrial parks; (ii) require high energy consumption and generate low output; (iii) do not register its business inside our industrial parks; (iv) plan to hold our plants for investment purposes; or (v) have pollution issues. During the Track Record Period, we recorded selling and marketing expenses of RMB62.0 million, RMB192.6 million and RMB360.9 million, respectively.

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Marketing and Sales Team

We have a strong marketing and sales team covering wide geographical areas and with a proven track record of bringing in new tenants and business opportunities to the industrial parks that we develop and operate. Our marketing and sales team solicits potential small- to mid-sized enterprises to settle into our industrial parks, develop marketing and brand promotional plans and is responsible for advertisement of standardized or customized plants at our industrial parks to be sold or leased. We recruit marketing and sales personnel on the market with experience of marketing for industrial parks and local governments.

We primarily rely on our internal marketing and sales personnel. We believe by establishing and strengthening our internal marketing and sales team, and leveraging collaborations and synergies among different departments, we are better positioned to gain a deeper understanding of the market and identify industry trends and customer demands, which enables us to optimize our products and marketing and sales process. Furthermore, we believe that our internal marketing and sales team are better aligned with our interests than external agencies. We have set up comprehensive performance-based compensation and promotion packages to incentivize our marketing and sales team. We also select experienced marketing and sales personnel to form a "Marketing Rocket Army" on an as-needed basis to assist the sales and marketing of our projects at national level.

Diversified Channels for Marketing and Sales of Industrial Parks

Industrial Park Marketing and Sales Centers

We have established multiple marketing and sales centers in the PRC to facilitate our marketing and sales strategy. As of December 31, 2020, we had over 90 marketing and sales centers throughout China, including four large-scale national marketing and sales centers located in Beijing, Shanghai, Guangzhou and Shenzhen to attract leading enterprises nationwide, as well as five regional marketing and sales centers located in Hangzhou, Nanjing, Wuhan, Chongqing and Qingdao to solicit businesses with regional influences.

We plan to set up international marketing and sales centers in countries with developed manufacturing industries. As of December 31, 2020, we had entered into the cooperation agreement with a business partner to establish the marketing and sales centers in Osaka, Japan. Our various marketing and sales centers enable us to connect customers and business opportunities across various regions in the PRC and even globally so that we can better introduce the most suitable manufacturing enterprises into our industrial parks across region and across industry.

O2O Marketing and Operation Information Platform

We have been developing an O2O marketing and operation information platform since 2017. As of December 31, 2020, our O2O marketing and operation information platform (i) accumulates a database on industry information for over 200,000 enterprises nationwide; (ii) provides guidance for enterprises on site selection by offering detailed information on our industrial parks; and (iii) tracks information on enterprises located inside our industrial park to better understand its operation need.

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Our O2O marketing and operation information platform currently consists of a WeChat applet “Gaoketong” and a PC program. Our WeChat applet allows our marketing and sales personnel to (i) effectively and efficiently collect and upload information on our prospective customers; and (ii) manage and track the contract signing process and receive recommendations on our products or services. Our PC program enables us to (i) analyze the profile of our potential customer to ensure that it fits the overall positioning of our industrial parks; (ii) dynamically adjust the sales or lease price of our plants; (iii) facilitate the contract signing process with our prospective customers online; (iv) monitor our collection progress by tracking deposits, down payments, installments, mortgages and refunds; (v) take control of the titles of our plants when our customers request refunds or exchange; and (vi) centralize all information we collected on our prospective customers to enable us to better maintain quality customer relationships with them. To ensure the overall efficacy of our O2O marketing and operation information platform, we optimize the platform each year to improve its accuracy, convenience and interactivity.

We believe that our O2O marketing and operation information platform allows us to further upgrade our strength in marketing and sales.

Diversified Strategies on Marketing and Sales of Industrial Parks

In addition to traditional marketing, we further diversify our marketing and sales strategies through exploring opportunities alongside the entire industry value chain, integrating resources nationwide, establishing good cooperation relationships with industry associations, enterprises and by various agencies.

In marketing through the entire industry value chain, we integrate upstream and downstream industrial resources, help propel the overall development of various industries and brings value to enterprises settling in our industrial parks. For example, in Huizhou Zhongkai High-end Electronic Information Industrial Park (惠州仲愷高端電子信息產業園), we gained knowledge through the regional industry planning and industrial park positioning process that a significant number of leading enterprises in the electronic information industry had gathered in the surrounding area, therefore, we decided to position this project as electronic information industrial park, to attract customers from all streams of electronic information industry chain and further expand such industry chain within our industrial park.

In marketing by integrating resources nationwide, we seize the opportunity of industry transfer from first-tier cities to second- and third-tier cities, and promote the cross-city industry transfer through the establishment of linkage mechanisms and relevant incentive policies. We have established a few core marketing centers to help realize the transfer of industries, and marketing and sales personnel thereof are able to utilize our O2O platform to check all of our project information and to recommend off-site industrial parks to local customers those of whom wish to expand their business to other cities.

In marketing by establishing good cooperation relationships with regulatory authorities through making contributions to local employment, tax revenue as well as in helping develop industries at regional level, we gain an opportunity from the local governments in recommending customers to us. We further build good cooperation relationships with those customers by providing quality comprehensive industrial park operational services, who would in turn refer us to other corporate customers, especially those down the industry chain.

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In marketing by leveraging industry associations and various agencies, we maintain good cooperation relationships with industry associations, chambers of commerce, research institutes and universities to integrate their resources and seek potential customers.

Pre-sale and Pre-sale Proceeds

Projects subject to Laws and Regulations Governing Pre-sales and Pre-sale Proceeds

Relevant PRC laws and regulations require property developers to fulfill certain conditions, including but not limited to payment of the land grant premium and obtaining the relevant land use rights certificate, construction works planning permit, construction works commencement permit and pre-sale permit before the commencement of pre-sale of commodity properties. See “Regulatory Overview—Industrial Park and other Related Transaction” for further details of the laws and regulations governing pre-sales of commodity properties. As advised by our PRC Legal Advisors, such laws and regulations governing pre-sales are generally interpreted to be applicable to “residential properties” and do not explicitly provide whether “industrial properties” also fall into the category of “commodity properties” and would be in turn subject to pre-sale restrictions. As such, whether our industrial parks should comply with above pre-sale regulatory regimes differs from city to city.

Under the current PRC laws, the deposit and use of pre-sale proceeds from commodity properties are restricted. See “Regulatory Overview—Industrial Park and other Related Transaction—Measures Regarding the Supervision and Use of Pre-sale Proceeds” for details on applicable laws and regulations in relation to pre-sale proceeds at national and local levels.

During the Track Record Period, as advised by our PRC Legal Advisors, only seven of our industrial park projects were subject to the pre-sale restrictions as required by local governments or local regulations. These seven projects are Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) in Jinan, Zhangzhou Xiangcheng Jinhu Cloud Zhizao Town (漳州薌城金湖雲谷智造小鎮) in Zhangzhou, Shenyang Shenbei High-end Smart Manufacturing Industrial Park (瀋陽瀋北高端智能製造產業園) in Shenyang, Foshan Gaoming Zoina Smart City (佛山高明智匯城) and Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town (佛山順德粵港澳大灣區智能創新小鎮) in Foshan, Xiangtan Gaoxin Smart Manufacturing Industrial Park (湘潭高新智能製造產業園) in Xiangtan and Ningbo Ninghai Binhai Smart Manufacturing Park (寧波寧海濱海智造產業園) in Ninghai, among which Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town (佛山順德粵港澳大灣區智能創新小鎮) had completed construction and delivery in 2019. For these seven projects, we must fulfill certain conditions before we can obtain the pre-sale permits to formally start the pre-sale of our plants, including but not limited to:

• the land premium is paid in full and the land use rights certificate must have been obtained;

• the construction work planning permit and the construction work commencement permit must have been obtained;

• at least 25% of the total investment has been made in the development of the relevant properties; and

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• the progress of the construction should meet the local governments’ requirements for pre-sale.

During the Track Record Period, we typically enter into customized development contracts with our customers and require down payment from them. With respect to such seven projects subject to pre-sale restrictions, upon receipt of pre-sale permits and opening of relevant designated escrow accounts, the down payments were deemed as the first installment of purchase price, and we transferred such down payment from our general accounts to the designated escrow accounts in a timely manner in accordance with relevant local regulations and requirements.

We obtained the written confirmations from and/or consultations with the competent authorities of such seven projects, during the Track Record Period and up to the Latest Practicable Date, which confirm that (i) we have obtained the required certificates and permits for the pre-sale of our properties; (ii) our past practice to transfer the down payment from purchasers to designated escrow accounts is not deemed to be in violation of relevant local regulations with respect to pre-sale proceeds by local governments; and (iii) we had not been subject to any administrative penalty imposed by competent administrative authorities in relation to our pre-sale activities, including deposit, withdrawal and use of pre-sale proceeds with respect to such seven projects. Based on the foregoing, our PRC Legal Advisors are of the view that (i) our abovementioned past practice to transfer the down payment from our general accounts to designated escrow accounts of such projects is not deemed to be in violation of relevant local regulations with respect to pre-sale proceeds by local governments; (ii) we are in compliance with relevant regulations in relation to pre-sale proceeds in all material aspects; and (iii) such seven projects have not been subject to any penalty for violation of laws and regulations regarding pre-sale proceeds during the Track Record Period and up to the Latest Practicable Date. Based on the above, our Directors are of the view that we were in compliance with the relevant laws and regulations relating to the pre-sale proceeds in all material aspects during the Track Record Period and up to the Latest Practicable Date, and there is no incident relating to our pre-sale activities which would have a material operational or financial impact on us.

Laws and Regulations Governing Pre-sales and Pre-sale Proceeds at National Level and Local Levels

Applicable Laws and Regulations at National Level

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Relationship between Applicable Laws and Regulations at National and Local Level

At the national level, the Urban Real Estate Law, the Pre-sales Measures and the Pre-sale Notice set out the general principal for the use of pre-sale proceeds. Pursuant to the Urban Real Estate Law and the Pre-sales Measures, the proceeds from the pre-sales of commercial properties shall be used for the development and construction of the corresponding projects. In addition, pursuant to the Pre-sale notice, pre-sale proceeds shall be ensured to be used in the construction of commercial residential projects and be applied to the relevant projects based on the construction schedule with consideration of sufficient funds to the completion and delivery of such projects. Such national level laws and regulations have not set detailed standards and scope for determining whether a specific use of pre-sale proceeds is for the development and construction of the relevant projects and defer to local real estate administrative authorities to specify relevant standards for the local markets. Therefore, with respect to the use of pre-sale proceeds, a project company shall primarily follow the implementation rules promulgated by the local real estate administrative authorities at the provincial or city level. In particular, pursuant to the Pre-sale Measures, the MOHURD delegates the authority of formulating detailed regulatory requirements and implementation measures with respect to the supervision of pre-sale proceeds to the relevant governmental authorities at local levels. As such, though the applicable local regulations are generally formulated in line with the national-level principles and framework, such local regulations may vary slightly among different administrative areas.

Further, as advised by our PRC Legal Advisors, as the national-level laws and regulations only set forth the general principles and regulatory framework, the relevant governmental authorities at local levels have been delegated with the authority to interpret such general principles and formulate detailed regulatory requirements with respect to the supervision of pre-sale proceeds. Accordingly, interpretations made by local governmental authorities are unlikely to be challenged by national governmental authorities and the provincial real estate administrative authorities are mainly responsible for the guidance and supervision of pre-sale proceeds within the province, and generally would not challenge the confirmations issued by municipal or county level authorities. Our PRC Legal Advisors are of the view that the municipal or county level real estate authorities are the competent governmental authorities to regulate the pre-sale proceeds.

In addition, as advised by our PRC Legal Advisors, the authorities issuing fines and penalties in relation to pre-sale proceeds typically lie with the municipal and county level housing and urban-rural development departments, and the nature of the authorities of their superiors at the provincial level is supervisory. The provincial level housing and urban-rural development departments do not typically directly issue penalties to property developers or opine on the handling of individual cases; rather, they are in charge of supervising the overall operations of their municipal and county level subordinates; and the regulatory authorities of

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Applicable Regulations at Local Levels

The provincial governments typically formulate provisional measures with respect to the supervision of pre-sale proceeds. The municipal and county level authorities within such province, pursuant to provincial measures, usually formulate their respective detailed implementation measures, which may slightly vary in terms of implementation procedures, but have common requirements with respect to the supervision of pre-sale proceeds. For example, according to the Provisional Administrative Measures for the Pre-sales of Commodity Properties of Zhejiang Province《浙江省商品房預售資金監管暫行辦法》 ( ) promulgated by the Department of Housing and Urban-rural Development of Zhejiang Province on September 16, 2010 which came into effect on November 1, 2010, all pre-sale proceeds shall be deposited into the escrow account and the usage of the pre-sale proceeds is subject to the supervision of the bank and the property developer must submit an application and furnished proof of the completion of stages of the project or other valid proof for payment before any usage. Furthermore, a proportion of the pre-sale proceeds which amount to at least 130% of the estimated budget of the supervised projects shall be under supervision according to the pre-sale proceeds supervision agreement, of which a sum which amounts to 20% of the estimated budget that is under supervision according to the regulatory agreement can be used to pay for the corresponding pre-engineering costs, management fees, sales expenses, financial expenses, unforeseen fees, taxes and simultaneous repayment of real estate development loans and other expenses of the project. Where the property developer provides false materials to apply for the opening of escrow account, defrauds engineering construction proceeds, withholds and embezzles the money of house purchasers for pre-sale proceeds from property purchasers without authorization, or fails to deposit the pre-sale proceeds from property purchasers into the escrow account, property developers shall face one or more of the following regulatory measures which are imposed on the infringing entity, including ceasing pre-sale, an administrative notice requiring rectification within a prescribed time, an adverse record in the entities’ credit records and in the People’s Bank credit reporting system. In addition, the rules for the Implementation Measures on Regulation of Commodity Houses Pre-sale Proceeds of Ningbo City《寧波市商品房預售資金監管實施細則》 ( ) (issued by Ningbo Housing and Urban-Rural Development Bureau on August 30, 2019) further stipulates that the pre-sale proceeds are divided into key supervising amount and general supervising amount. General supervising amount refer to the pre-sale proceeds that exceed the amount of key supervising amount. The pre-sale proceeds can only be withdrawn in accordance with the supervision agreement and the rules of the Implementation Measures. The balance of the supervision account shall not be lower than key supervising amount. In addition, coping with the outbreak of novel coronavirus, measures have been imposed by the Zhejiang government to support the development of the property developer. According to the measures, the proportion of pre-sale proceeds of property available for settling preliminary engineering costs, management fees, sales fees, financial fees and other expenses shall be increased from 20% to 30% during period of the outbreak of novel coronavirus.

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See “Regulatory Overview—Industrial Park and other Related Transaction—Measures Regarding the Supervision and Use of Pre-sale Proceeds” for further details on applicable laws and regulations at local levels governing pre-sales of the abovementioned seven industrial park projects.

Our Pre-sales

We generally schedule the launch of our pre-sale campaigns early on in the development cycle. Our pre-sale contracts are prepared in accordance with applicable PRC laws and regulations. Purchasers of our plants are typically required to make a down payment according to the schedule stipulated in the pre-sale contract. The amount of down payments and the circumstances in which down payments may be forfeited are stipulated in the relevant pre-sale contracts. In accordance with the requirements of applicable PRC laws and regulations, we register such pre-sale contracts with the relevant local governments. Our cancelled contracted pre-sales, which are pre-sales transactions cancelled after customers sign pre-sale contracts and make down payments, were rare during the Track Record Period. Our Directors confirm that the cancelled contracted pre-sales did not have a material adverse effect on our financial condition during the Track Record Period.

See “Risk Factors—Risks Relating to Our Business and Industry—We face risks related to the pre-sales of certain properties from any potential limitations or restrictions imposed by the PRC Government and claims from customers.”

Internal Control Measures and Working Capital Sufficiency

We have adopted internal control measures to ensure that the proceeds derived from our pre-sales of properties are used for the construction of the relevant projects in accordance with the relevant laws and regulations. In addition, we engaged our internal control consultant to assist in reviewing and enhancing our internal controls over pre-sale proceeds, and as confirmed by our internal control consultant, our internal controls over pre-sale proceeds have been established and effectively implemented. Before applying for the pre-sale permits, we typically sign an agreement on the supervision of pre-sale proceeds with a supervising bank or third-party agency and set up a designated escrow account where the pre-sale proceeds are to be deposited into. When we need to withdraw the pre-sale proceeds for the development and construction of the relevant projects, we submit the relevant information such as proof of the completion of a certain part of the project. Upon receipt of such materials, the supervising bank or third-party agency releases the withdrawal of pre-sale proceeds from the escrow account.

We had sufficient working capital to finance our industrial park development costs and our operations during the Track Record Period after considering (i) our cash and cash equivalents balance that were not restricted or pledged as of December 31, 2018, 2019 and 2020; and (ii) the amount of pre-sale proceeds we were required to deposit into the designated escrow amounts under applicable PRC laws and regulations at the end of or during the corresponding period. As of December 31, 2020 and March 31, 2021, we had approved unutilized credit facilities granted by banks and other financial institutions of approximately RMB1,676.4 million and RMB1,176.0 million, respectively, which further provides flexibility for our working capital needs.

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INDUSTRIAL PARK DEVELOPMENT AND DELIVERY

Project Planning and Design

We believe that product standardization and customization are essential to distinguish us from our competitors and to meet the ever-evolving needs and expectations of our customers. We focus on standardization of product design and modular integration to expedite the development and construction of our industrial parks, as well as the rapid settling of our corporate customers into our industrial parks. We also provide manufacturing enterprises with customized products, such as the customized locations and sizes of plants and ancillary facilities, facades that fit the corporate images of the corporate customers, floor loads, positions, sizes and speed of cargo elevators and large stationary loading and unloading platforms, to help maximize their efficiency in production and operation.

Once we sign an investment agreement with local governments and establish a conceptual plan, our design and R&D center at the headquarters will work closely with the design and development department in the relevant regional company to formulate a customized product design plan based on our customers’ needs, which are provided through our market research center and marketing and sales team. In the event that a corporate customer has no customization requirement, we generally formulate a standardized product design plan based on the overall planning scheme of our industrial parks. Meanwhile, we cooperate with external design institutions, which are usually well-recognized design institutions nationwide, to develop a master design plan, which must be approved by local regulatory authorities in charge of city planning.

Project Construction

We manage our projects through our construction management team of our headquarters and of our regional companies. The construction management team at our headquarters review the key parameters for our project construction process, set the evaluation criteria and lay out the main responsibilities of the regional companies. At the same time, centralized purchase and supply scope, delivery standards, construction standards and quality control specifications will also be set forth at our headquarters. The construction management team at the regional company level oversees the day-to-day construction process of their respective projects. The construction management team at our headquarters coordinates with various regional companies on an on-going basis through various progress meetings and reporting mechanisms. In 2018, 2019 and 2020, we recorded construction costs of RMB234.0 million, RMB1,045.2 million and RMB2,627.7 million, respectively, accounting for 77.7%, 80.7% and 79.8%, respectively, of the total cost of sales incurred in development and sales of properties.

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Selection of Construction Contractors

We contract our construction works of our property projects to construction contractors. Such construction works include, among others, foundation digging, structural construction and installation of equipment. During the Track Record Period, we engaged certain connected persons to conduct our construction works. See “—Suppliers and Customers—Suppliers.”

We primarily select our general contractors through a tender process. Our bidding and procurement management team manages the tender process. We conduct due diligence procedures on our potential contractors, such as inspecting their credentials and on-site supervisory for their constructed property projects, and only those contractors who have passed such due diligence procedures are invited to participate in the tender. In selecting the winning bid, we typically consider the contractors’ professional qualifications, technical capabilities, track record, project team requirement and prices tendered. During the Track Record Period, we had engaged and maintained stable business relationships with a number of construction contractors.

After a construction contractor wins the bid, we will follow up and supervise closely the construction process. After completion of the construction, we will organize departments in relation to engineer, design, cost, property and other related sectors to conduct a follow-up evaluation with the construction contractors, analyzing its construction progress, quality and cost. Afterwards, the company will be rated in terms of construction progress, quality of work, business development abilities, level of cooperation, customer service and business integrity. We believe that the process can optimize the quality of the qualified suppliers and contractors, and achieve the high quality of our projects while maintaining our construction costs at a low level.

Construction Contract Terms

The principal terms of the agreements with our construction contractors include the scope of work, use of materials and supplies, a timetable for construction, fees and other payment terms. In addition, our agreements with construction contractors contain warranties for quality and requirements for timely completion of the construction process. Our construction agreements normally require payments based on construction progress until a specified maximum percentage of the total contract price is paid. Payments to such contractors are made in stages upon the completion of each construction milestones pursuant to the relevant contracts. In general, we pay the contractor 70% to 75% of the full contract price during the construction process by installments, approximately 80% to 85% of the total contract price after the completion of the project and up to 90% to 97% of the total contract price upon settlement after completion, while holding back the remaining approximately 3% to 10% as retention fee for quality warranties purpose. The remaining retention fee is withheld to cover any compensation or any repairing work required from the contractor as a result of any construction defects or poor quality, and is normally paid, without interest, to the contractor after periods ranging from approximately two to five years from the date of governmental inspection and approval.

From time to time, we may also negotiate for more favorable payment terms with our construction contractors. We generally have the contractual rights to terminate the construction contracts, with prior written notice, upon (i) mutual agreement, (ii) assignment or

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Procurement

Our construction contractors are primarily responsible for procuring raw materials, such as steel, cement, concrete, sandstone, wall paint and PVC plastics. We also procure certain equipment and fixtures through our centralized procurement system, such as elevators. For most of our projects, we generally invite bids from a list of qualified suppliers from our database to ensure quality and select our suppliers through a fair, just and open tender procedure.

We typically invite a number of qualified suppliers from the database for each kind of procurement to increase competition and lower the risk where a single supplier does not satisfy the procurement requirement. When we select suppliers, we consider, among others, their product and service quality, suitability in handling the potential projects, follow-up services, degree of the appropriateness and their reputations. All suppliers must be verified and reviewed before participating in the tender bids of the procurement process. To ensure the fair and integrity of the procurement process, we institute the following checks and balances procedure: (i) our project construction management team is responsible for designing the standards and reviewing the qualifications of the suppliers; (ii) our commercial operation team is responsible for setting up the target price of our tender; and (iii) our tender and procurement team is responsible for the operation of the tender process. During the Track Record Period, we did not experience any shortage or delay in the supply of construction materials and equipment that had a material adverse effect on our business operations.

Our contracts typically include that the construction fee will not be adjusted based on the fluctuation of raw material prices, and we, as a result, do not bear the risks associated with such commodity price movements. However, our contracts with construction contractors typically provide that the price of steel, cement, concrete, sandstone, wall paint and PVC plastics will be adjusted to quoted-price during construction, if the relevant commodity price fluctuated more than certain percentage. Our construction materials are subject to market fluctuation and volatility.

Project Monitoring and Quality Control

Cost Control

We established a comprehensive five-year cost management plan in 2019 to standardize our cost management system. As of December 31, 2020, we established a comprehensive

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Progress Control

Achieving a rapid asset-turnover requires significant operating efficiency and project execution capability during our property development process. To ensure our corporate customers being rapidly introduced into industrial parks, we closely monitor the overall progress. Generally, our property projects are completed within approximately one to one and a half years from the construction commencement date.

In order to control the construction progress of our construction contractors, our technical review committee determines a project development plan before the project commencement and we include that development plan inside our procurement process. We also specify relevant checkpoints in order to monitor the development progress of our construction contractors. Relevant checkpoints and development plan will be included in the procurement contract and any consequence resulted by development plan deviation will be specified in the procurement contract.

We understand the specific timeframe for each individual project may differ. Therefore, to monitor the construction process, we have established a project schedule plan that requires regional companies and departments to collect and report project progress regularly to ensure the operating efficiency and project execution capability. We will review the business performance of regional companies based on the completion results in the project schedule plan. In order to coordinate among the different departments, we will establish specific plans for design, development, procurement, construction and marketing based on the project development plan to enable better pre-control of the projects and to refine various specialized work assignments. We will also adjust marketing plans and timetable in response to market conditions to better match the marketing progress and construction progress and improve capital efficiency and liquidity.

Quality Control

Quality control is crucial to the successful development of our industrial parks. We have taken a number of measures to ensure that the quality of our projects complies with the applicable laws and regulations and have optimized our design and functional settings through communications with and feedbacks from our customers, in order to meet advanced domestic and world standards. As of December 31, 2020, we had a team of 280 employees engaged in quality control. The following are certain important measures or procedures we have adopted to ensure better quality control.

• We compile a set of standardized technical guidelines for construction management of each project, such as the standardized construction and management process.

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• Our quality control team conduct onsite quality inspection on a monthly basis.

• We retain qualified independent third-party construction supervision companies to oversee the construction of our projects.

• We evaluate any problems identified during the quality control process and provide rectification methods in a timely method.

• We carry out quality control in accordance with the relevant laws, regulations, and other compulsory standards promulgated by the relevant PRC local governments and other industry associations.

Our Directors confirm that, during the Track Record Period, there were no non-compliance incidents relating to safety or accidents during the construction of our property projects that resulted in material injuries or fatalities of the construction workers. Our Directors further confirm that there was no material violation of currently applicable PRC labor and safety regulations nor were there any material employee safety issues involving our Group. During the Track Record Period, no fines or penalties for non-compliance of the PRC labor and safety laws and regulations were imposed on us.

Payment Arrangement

We typically enter into customized development contracts with our customers and require down payment from them. With respect to certain projects subject to pre-sale restrictions, upon receipt of pre-sale permits and opening of relevant designated escrow accounts, the down payments were deemed as the first installment of purchase price. Our customers may choose to pay the purchase price of our properties by one lump-sum payment, by installment or by mortgage financing. Customers choosing to settle the purchase price by one lump-sum payment will be required to fully settle the purchase price one month after the execution of the customized development or pre-sales contract. Customers choosing to settle the purchase price by installment will be required to fully settle the purchase price in installments within one year after the execution of the customized development or pre-sales contract. Customers choosing to settle the purchase price by mortgage financing shall, according to the terms stipulated in the relevant customized development or pre-sales contract, normally make a down payment of 20% to 60% of the purchase price within six months of the execution of the customized development or pre-sales contract in accordance with the applicable PRC laws and regulations. A 10% deposit must be made shortly after the execution of the customized development or pre-sales contract. Depending on the processing time required by mortgagee banks, the balance of the purchase prices will typically be paid by the mortgagee banks shortly after the date of execution of the mortgage agreements.

In line with market practice in the PRC, we have arrangements with various banks for the provision of mortgage financing and where required, provide our customers with guarantees as security for mortgage loans. The terms of such guarantees typically last until the transfer of the ownership certificate to the purchaser and the certificate is registered in favor of the bank. As a guarantor, if a purchaser defaults in payment, we are obligated to repay all outstanding amounts owed by the purchaser to the mortgagee bank. We will be assigned the title to the

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Delivery of Properties

We endeavor to deliver completed properties to our customers on a timely basis in accordance with the terms of the customized development or pre-sales contracts. We closely monitor the construction progress of our projects under development. If we fail to deliver the completed properties within the stipulated timeframe due to our default, we may be liable to pay a late-delivery compensation to our customers in accordance with the terms of the relevant customized development or pre-sales contracts. See “Risk Factors—Risks Relating to Our Business and Industry—We face risks relating to the pre-sales of our certain projects from customer claims and potential limitations or restrictions imposed by the PRC Government.” Under the relevant PRC laws and regulations, we are required to obtain completion certificates before delivering properties to our customers. See “Regulatory Overview—Development of Real Estate Projects—Acceptance and Examination upon Completion of Real Estate Projects” for further information. After a property development project has passed the requisite completion and acceptance inspections, we will notify our customers before the delivery date stipulated in the customized development or pre-sales contracts, to arrange the delivery procedures. Our customers will then come to our designated locations to conduct the delivery procedure with us.

During the Track Record Period, we experienced delayed delivery with respect to: (i) Hangzhou Xiaoshan Qianjiang Cloud Valley Base (杭州蕭山錢江雲谷基地). The project was subsequently delivered on December 21, 2018, due to certain issues regarding construction quality which were found through our quality inspection on subcontractors and were fully corrected by the relevant subcontractors in 2018; and (ii) the second phase of Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) as a result of COVID-19 pandemic which we have obtained consents from or entered into separate agreements with our customers so we believe the risk of future consumer complaints is low. We have strengthened our progress control initiative to further diminish risks brought by delayed delivery. See “Risk Factors”—Risks relating to natural disasters, pandemics, epidemics, acts of terrorism or war in the PRC and globally may materially and adversely affect our business.”

During the Track Record Period and as of the Latest Practicable Date, save as disclosed above, we have not experienced any material late delivery of properties, cancellation of customized development or pre-sales contracts, return of properties, customer bankruptcy or other customer default.

After-sales Services

We are responsible for providing after-sale assistance to our customers. We have established a vigorous follow-up procedure that requires us to (i) follow up with customers with regard to our services within three days after we complete repair and maintenance work order; and (ii) follow up with major customers inside our industrial park each quarter for their feedback on our services. Customer satisfaction is crucial to our services. As a result, we (i)

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During the ordinary course of our business, we receive feedback, suggestions and complaints from our customers from time to time regarding our services. We have established internal procedures to record, process and respond to the feedback, suggestions and complaints and conduct follow-up reviews of the results of our responses. In order to provide better customer experience and enhance our customer service, we offer a “400” service hotline for customers in our industrial parks. Through the hotline, our customers can inquire about our services, provide us with their complaints and feedback so that we can follow up and respond in time to provide timely and efficient solutions to the problems of our customers.

Warranties

Once our property has been delivered to a customer, we normally have the contractual or regulatory obligation to provide warranty services that cover necessary repairs related to the workmanship of the property for a period of two to five years. Our quality warranties cover ground foundations, main structures, waterproofing, water and electricity work and decoration work, as the case may be. However, if there are serious defects in the main structure of the property, the customer is normally entitled to return the property, request a refund and claim for compensation. During the Track Record Period and as of the Latest Practicable Date, we had not experienced any material property return or warranty claims.

Our contractors are responsible for rectifying quality defects in the properties pursuant to the contracting contracts, whether such defects are discovered pre- or post-completion and delivery. In practice, substantially all of the expenses incurred for handling customer claims were directly paid by our contractors. In addition, we typically retain 3% to 10% of the contract amount of our construction contracts till the end of warranty period, and, should we incur any expense in handling such claims directly if the relevant contractor fails to respond to customer claims in a timely manner, we would be entitled to deduct the costs incurred from the quality warranty deposit we have retained.

COMPREHENSIVE INDUSTRIAL PARK OPERATIONAL SERVICES

During the Track Record Period, we provided comprehensive industrial park operational services to enterprises who purchased or leased our plants. In 2018, 2019 and 2020, we generated revenue of RMB3.0 million, RMB6.7 million and RMB26.3 million from provision of comprehensive industrial park operational services to a number of two, five and 21 industrial parks, respectively. We have a team of approximately 158 personnel dedicated to providing professional, standardized and detail-oriented basic services, administration and facility management services and value-added supporting services to our customers.

Our basic services is primarily property management services where we provide cleaning, security, greening, repair and maintenance services for common areas under our management. We adopted a “5S” method which is a workplace organization method commonly used to improve workplace efficiency and eliminate wastes by focusing on five aspects, namely, Sort, Set in Order, Shine, Standardize and Sustain, throughout our property management process to provide a safe, clean and comfortable working environment for our customers.

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Our administration and facility management services primarily include (i) administrative agency services where we assist enterprises in obtaining relevant certificates, licenses and permits, express logistics and other services; and (ii) provision of facility management services for such as canteens, supermarkets, vending machines, express cabinets, and non-motor vehicle charging piles.

Our value-added services primarily include (i) intellectual property and qualification services where we help our customers with patent and trademark registration and qualification declaration; (ii) human resource services where we help our customers in recruiting talents from different channels, paying social insurance and housing provident funds and organizing training events; (iii) finance related comprehensive services where we connect our customers with various financial agencies specialized in, among others, debt or equity financing, financial leasing, auditing, asset management, asset evaluation and insurance; and (iv) market transaction matching services where we help customers coordinate supply chains, organize marketing events and source potential end-users. For instance, we helped our customers with their finance needs both during their purchase of our plants and during their daily operations. Moreover, we established an entrepreneur training organization named “Sino-Germany Manufacturing University” to provide entrepreneurs in the manufacturing business with professional and comprehensive training programs, covering leadership, business strategy and daily operation and management, by combining the manufacturing theory in Germany and practical experience in China, and also to build a communication platform for such entrepreneurs.

We provide our comprehensive industrial park operational services under three business models: (i) we sign relevant service agreements directly with enterprises inside our industrial parks and charge relevant management or service fees based on the agreements; (ii) we connect enterprises inside our industrial parks with third-party professional service companies with required qualifications and licenses and charge relevant commissions based on the final contract price; and (iii) we form joint ventures with third-party professional service companies to serve our customers and split our profits according to our agreements with our business partners.

We have also designed an online industrial park management system to facilitate our comprehensive industrial park operational services. Our industrial park management platform collects and processes information of enterprises inside our industrial parks and other data on, among others, law, tax, favorable policies, intellectual property, market condition and latest academic development.

We plan to update our online industrial park management system to contain the following features: (i) digitalization of comprehensive industrial park operational services through integrating our online and offline services. For instance, our customers can submit their needs and enquiry through our industrial park management platform and we can address their needs online efficiently; (ii) smart management of back-end information by matching our service offerings with our customers through creating relevant customer profiles; and (iii) visualization of industrial management data through creating charts and images that are easy for business owners to understand.

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We believe these features of our digitalized management systems can help us access information on enterprises and better understand their needs, which enable us to respond to customer demands quickly and continuously improve our service quality, eventually leading to a smart industrial park ecology. Through utilizing this platform, we can (i) integrate cleaning, security, greening and repair and maintenance services to improve our efficiency in providing basic services and overall image of our industrial parks; (ii) better understand the demand of our customers by creating a comprehensive customer profile; and (iii) simplify our collection efforts by sending payment reminders, invoices and receipts online. Meanwhile, our customers will also be able to (i) review our service offerings and customize a tailored service portfolio addressing their specific needs; (ii) communicate efficiently with other enterprises inside our industrial parks to better understand the industry chain; and (iii) get first-hand knowledge on the latest news, announcement and policies regarding the industry development.

We also recruit top talents in the field of comprehensive industrial park operational services to serve our customers. For instance, our employees in charge of comprehensive industrial park operational services typically have more than five years of relevant experience in managing and operating industrial parks. Their experience can enable us to bring more tailored services to and design new value-added services that address the needs of our customers.

CONSTRUCTION SERVICES

We occasionally engage in construction services where we provide the infrastructure development on access roads to our industrial parks and expansion of electricity capacity at our industrial parks according to the demand of local governments and our customers. During the Track Record Period, our revenue from construction services amounted to nil, RMB25.6 million and RMB3.8 million, respectively. Our revenue from construction services decreased in 2020 because we mainly focused on our core business which is development and sales of industrial parks during the Track Record Period and only engaged in provision of construction services according to customer demand.

PROPERTY LEASING

To meet the demand of local governments and enterprises, we also lease out a small amount of plants within our industrial parks. Typical tenants for our leases properties are either tenants who entered into long-term lease agreements with us or tenants who had purchased our plants under development and needed temporary plants to commence business operations.

Our tenants enter into fixed term lease agreements with us which are generally renewable upon mutual agreement. We have the right to claim contractual damages upon the occurrence of certain default events, such as non-payment of rent or breach of covenants by the tenants. When there is absence of material breach, our lease agreements generally do not give tenants the right to terminate their tenancies prior to their scheduled expiration dates. Rental rates are subject to review and renegotiation upon renewal of leases. Lease terms are normally long-term in nature of three to five years. Upon entering into a lease, tenants are required to provide a cash deposit, which is unsecured and does not bear interest. Tenants are required to pay their rents in advance either on a monthly, quarterly, semi-annual or annual basis, or in advance of their lease term, depending on their lease agreements. Under the leases, tenants are normally responsible for

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SUPPLIERS AND CUSTOMERS

Suppliers

Our suppliers primarily include construction contractors. In 2018, 2019 and 2020, purchases from our five largest suppliers amounted to RMB239.2 million, RMB568.8 million and RMB1,272.5 million, respectively, accounting for 49.6%, 28.3% and 33.0%, respectively, of our total purchases. In 2018, 2019 and 2020, purchases from our single largest supplier amounted to RMB65.3 million, RMB159.3 million and RMB705.7 million, respectively, accounting for 13.5%, 7.9% and 18.3% of our total purchases, respectively. The length of our business relationship with our five largest suppliers ranges from one to two years. Save for Zhongnan Holding, which is owned as to 55.6% by Mr. Chen, the chairman of our Board, executive Director and one of our Controlling Shareholders, all of our other five largest suppliers during the Track Record Period were Independent Third Parties. Our Directors are of the view that we conducted business transactions and entered into supply contracts with Zhongnan Holding during the Track Record Period in the ordinary course of our business operation and on normal commercial terms that are fair and reasonable after arm’s length negotiations. During the Track Record Period, the credit term granted by our five largest suppliers is subject to the settlement time as stipulated in the supply contracts.

The following tables set forth certain information of our five largest suppliers during the Track Record Period.

Percentage Year of Total of our Independent first purchase total Third Supplier Business activities cooperation amount purchases Party term (RMB’000)

2020 Zhongnan Holding . Provision of construction works 2015 705,711 18.3% No and others Supplier A ...... Provision of construction works 2019 186,241 4.8% Yes Supplier B ...... Provision of construction works 2019 141,304 3.7% Yes Supplier C ...... Provision of construction works 2018 131,499 3.4% Yes Supplier D ...... Provision of construction works 2019 107,784 2.8% Yes

Total ...... 1,272,539 33.0%

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Percentage Year of Total of our Independent first purchase total Third Supplier Business activities cooperation amount purchases Party (RMB’000)

2019 Supplier E ...... Provision of construction works 2018 159,287 7.9% Yes Supplier C ...... Provision of construction works 2018 126,557 6.3% Yes Zhongnan Holding . Provision of construction works 2015 122,237 6.1% No and others Supplier F ...... Provision of construction works 2018 81,699 4.1% Yes Supplier G ...... Provision of construction works 2018 79,019 3.9% Yes

Total ...... 568,799 28.3%

Percentage Year of Total of our Independent first purchase total Third Supplier Business activities cooperation amount purchases Party (RMB’000)

2018 Supplier H ...... Provision of construction works 2015 65,319 13.5% Yes Supplier I ...... Provision of construction works 2017 55,897 11.6% Yes Supplier J...... Provision of construction works 2018 50,823 10.5% Yes Supplier K ...... Provision of construction works 2018 37,274 7.7% Yes Supplier L ...... Provision of construction works 2017 29,931 6.2% Yes

Total ...... 239,244 49.6%

We believe construction industry in China is generally competitive and fragmented and construction contractors are readily available. During the Track Record Period, we engaged a large number of general contractors and subcontractors and we believe we are able to secure sufficient supplies in a timely manner at comparable cost if one or several of current suppliers fail to provide us with contractor service and raw materials in the quantity and quality meeting our requirements.

During the Track Record Period, the chairman of our Board, executive Director and one of our Controlling Shareholders, Mr. Chen owned more than 5% of issued share capital in Zhongnan Holding, one of our five largest suppliers in 2019 and 2020. To the best of the knowledge of our Directors, save as disclosed above, none of our Directors, their respective associates or any shareholder who owns more than 5% of our issued share capital had any interest in any of our five largest suppliers during the Track Record Period.

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Customers

To identify proper target customers, we engage in in-depth discussions with potential purchasers, and verify their background during our interaction with them. In addition, we require prospective purchasers of our plants to provide their business licenses or other proofs that demonstrate their willingness to commence active business operations at our industrial parks.

Our customers are primarily corporate entities that purchased our plants. In 2018, 2019 and 2020, revenue from our five largest customers amounted to RMB73.6 million, RMB109.4 million and RMB139.4 million, respectively, accounting for 16.0%, 5.5% and 3.0%, respectively, of our total revenue. In 2018, 2019 and 2020, revenue from our single largest customer amounted to RMB22.7 million, RMB23.5 million and RMB31.6 million, respectively, accounting for 4.9%, 1.2% and 0.7% of our total revenue, respectively.

All of our five largest customers in 2018, 2019 and 2020 are Independent Third Parties. To the best of the knowledge of our Directors, none of our Directors, their respective associates or any shareholder who owns more than 5% of our issued share capital had any interest in any of our five largest customers during the Track Record Period. Nor was there any overlap between our five largest customers and our five largest suppliers during the Track Record Period.

EFFECTS OF THE COVID-19 PANDEMIC

COVID-19 Pandemic

An outbreak of respiratory illness caused by a novel coronavirus, namely COVID-19, was first reported in late 2019 and continues to spread across the PRC and globally. In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic. To contain the COVID-19 pandemic, the PRC Government has imposed strict measures across the PRC since late January 2020, including lock-down measures across various cities in the PRC, the extended shutdown of business operations, and mandatory quarantine requirements on infected individuals and anyone deemed potentially infected. In addition, the PRC Government and its local counterparts have also adopted various incentive policies to boost the economy, such as cutting taxes, increasing government investment and increasing the amount of currency issued. The combination of fiscal and monetary incentives could ease the negative impact of the COVID-19 pandemic.

Effects of the COVID-19 Pandemic on Our Business Operation

All of our property projects had fully resumed normal construction and operation by the end of May 2020 and have not experienced any material disruptions due to COVID-19 since then. As such, we do not expect the COVID-19 pandemic to have a material adverse impact on our business and results of operations.

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We typically slow down our property construction and sales activities around the Chinese New Year holiday, which coincided with the outbreak of the COVID-19 pandemic that began its spread in late January 2020. The property construction and sales activities have fully resumed as the COVID-19 pandemic had been largely contained. See “—Industrial Park Development and Delivery—Delivery of Properties” for details of delayed delivery due to COVID-19 pandemic and “Risk Factors—Risks Relating to Our Business and Industry—Risks relating to natural disasters, pandemics, epidemics, acts of terrorism or war in the PRC and globally may materially and adversely affect our business.” As of the Latest Practicable Date, (i) all of our property projects had resumed normal operations; (ii) our contractors continued to carry out their obligations under the relevant contracts pursuant to the contract terms; (iii) we did not experience any significant shortage of construction materials or labors that materially interrupted the construction or sales of our properties; and (iv) in the event we experience any delays in the completion of construction or the delivery of our projects, we would not be subject to penalties from local governments or damages from property purchasers within a reasonable period affected by the COVID-19 pandemic if we notify the purchasers in a timely manner, pursuant to force majeure provisions under customized development or pre-sales contracts between purchasers and us, as well as the relevant provincial or municipal guiding opinions related to the COVID-19 pandemic. As of the Latest Practicable Date, to our best knowledge, there had not been any termination of customized development or pre-sales contracts by our customers outside the ordinary course of business due to the COVID-19 pandemic.

Our Contingency Plan and Response towards the COVID-19 Pandemic

In response to the COVID-19 pandemic, we have implemented a contingency plan and have adopted enhanced hygiene and precautionary measures across our projects, including (i) strictly implementing local governments’ requirements on orderly work resumption and purchasing sufficient protective materials for our employees in advance; (ii) actively communicating with our contractors to monitor and ensure the supplies of raw materials, equipment and labor resources in preparation for work resumption; (iii) rescheduling the construction and delivery for certain of our projects, recording specific circumstances that caused the delays, and actively communicating with local governments and our customers to earn their understandings; (iv) timely applying for local governments’ supportive policies, including but not limited to exemption or deduction of social insurance and tax and relaxations of loan conditions; and (v) reasonably assessing our risk exposures arising out of project suspension and delays under our contracts.

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In light of the current development of COVID-19 pandemic, to combat the continuing risk, we have also adopted the following preventive and control measures at our offices and industrial parks: (i) providing face masks, disinfectant and other sanitizing equipment to our staff; (ii) daily disinfection of the common areas; (iii) requiring our staff to report their travel history; (iv) temperature scanning of our staff and visitors on a daily basis, and those staff or visitors whose body temperature exceed 37.2 degree Celsius are not allowed to have access to our offices and industrial parks; (v) restricting entrance of visitors; and (vi) organizing our staff to undergo COVID-19 test and take vaccination.

Effects of the COVID-19 Pandemic on Our Business Strategies

According to JLL, despite certain short-term economic setbacks in the PRC, the outbreak of COVID-19 pandemic is not expected to affect the long-term macroeconomic development plan and talent attraction plan. In the medium and long term, the fundamentals of the industrial park market in the PRC will remain stable. The Yangtze River Delta Region, the Pearl River Delta Region and the Bohai Economic Rim, where we are deeply rooted at or expanded into, generally have quality infrastructure and favorable business environment, and the demand for plants in these areas had not been significantly impacted by the COVID-19 pandemic. We therefore believe that our business strategies as disclosed in “Business—Development Strategies” remain feasible, and we do not expect changes to the use of net proceeds from the [REDACTED]as disclosed in “Future Plans and Use of [REDACTED]” in this document as a result of the COVID-19 pandemic.

RISK MANAGEMENT

We recognize that risk management is critical to the success of any industrial park developer and operator. Key operational risks faced by us include changes in general market condition and the regulatory environment of the PRC industrial park market, availability of suitable land sites for industrial park, local economic environment and urbanization process, expansion risks relating to entering into new geographic regions, ability to timely complete our construction projects with sound quality, available financing to support our growth, enhanced competition from other large-scale industrial park developers and our ability to promote and sell our properties.

In addition, we also face various policy risks. In particular, we are exposed to credit, liquidity, interest rate and currency risks that arise in the normal course of our business.

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In order to meet these challenges, we have established the following structures and measures to manage our risks:

• at the board level, our Board of Directors is responsible and has general powers over the management and conduct of our business, and is in charge of our overall risk control. Any significant business decision involving material risks, such as decisions to expand into new geographic regions or to incur significant corporate finance transactions, are reviewed, analyzed and approved at the board level to ensure a thorough examination of the associated risks at our highest corporate governance body;

• at the daily corporate management level, material business opportunity affecting the financial position and business operation of our business must be fully discussed and unanimously agreed by multiple senior management personnel and managers of each department;

• for particular operational and market risks, control measures are adopted at the operational level. For example, we control major construction risks by engaging qualified construction contractors with strict contractual requirements while maintaining daily quality control supervision. We retain qualified independent third-party construction supervision companies to oversee the construction of our projects. We also engage reputable financial, accounting and legal professionals to assist us in conducting significant corporate transactions, such as material investments for capital expenditure, incurrence of indebtedness or other financing activities;

• our senior management team at our regional companies is responsible for the supervision of different aspects of local operations on a daily basis as well as the supervision and approval of any material business decisions of respective regional companies;

• we have established a series of policies against bribery and other misconducts by employees. We have a standardized human resource management system and clear requirements on employee performance. Our senior management team has established an employee handbook to define, among others, our code of conduct, which has been distributed to and acknowledged by each of our employees. We have adopted conflict of interest mechanisms for our employees pursuant to which our employees are required to declare conflicts of interests. All of our senior management shall declare potential conflicts of interests when required. We have also formulated rules on professional ethics which require all employees of our Group to observe, and formulated rules on inspecting, auditing, complaining and whistle-blowing to sustain employee awareness and understanding of the communication channels for reporting any misconduct; and

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• we enforce strict control and accountability policies and manuals at the individual employee level and conduct on-going on-site training. Our policies and manuals are updated regularly based on our operational needs. We seek to maintain corporate culture with a high level of responsibility, integrity and reliability to manage our operational and market risks.

AWARDS AND RECOGNITIONS

We have received recognition from various industry associations and media. The following table sets out certain of the awards we received in respect of our property development operations.

Year Award/Recognition Project/Branch Awarding Institution

2020 ...... Top30Industrial Park Our Group CRIC China (克爾瑞（中國）) Operator in the PRC

2020 ...... Top50Industrial Park Our Group CIPC（方升研究院） Operator in the PRC

2020 ...... AAACredit-Worthy Our Group Shanghai Contract Credit Enterprise in Shanghai Promotion Association from 2018 to 2019 (上海市合同信用促進會)

2020 ...... ServiceIndustry Key Changzhou Wujin Jiangsu Provincial Project in Jiangsu Chuangzhi Cloud Valley Development and Reform (江蘇省服務業省級重點 (常州武進創智 Commission (江蘇省發展和改項目) 雲谷) 革委員會)

2020 ...... ServiceIndustry Key Nanjing Jiangbei New Jiangsu Provincial Project in Jiangsu (江蘇省 District Zhigu Industrial Development and Reform 服務業省級重點項目) Complex Commission (江蘇省發展和改 (南京江北新區智谷產業綜革委員會) 合體)

2020 ...... KeyProject in Guangdong Foshan Sanshui Auto Space Guangdong Foshan Key Project (廣東省重點項目) Smart Car Port Bureau (廣東省佛山重點項目 (佛山三水AUTO SPACE智工作局) 車港)

2020 ...... Digitalized Model Hangzhou Xiaoshan Economic and Information Industrial Park (數字化示 Qianjiang Cloud Valley Technology Bureau of 範培育園區) Base (杭州蕭山錢江雲谷基 Hangzhou, Zhejiang (浙江省地) 杭州市經濟和信息化局)

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Year Award/Recognition Project/Branch Awarding Institution

2020 ...... Model Base for Industry Ningbo Zhenhai Smart Government of Xiepu, Ningbo, Management Services for Manufacturing Park Zhejiang (浙江省寧波市澥浦 small- to mid-sized (寧波鎮海智造谷) 鎮政府) enterprises (中小企業產業服務示範基地)

2020 ...... ProvincialKeyProject Zibo Huantai County Shandong Provincial (省級重點項目) Chuangzhi Future Development and Reform Industrial Town (淄博桓 Commission (山東省發展和改台縣創智未來產業革委員會) 小鎮)

2020 ...... Excellent Industrial Park in Shanghai Songjiang Songjiang Economic & 2020 (2020優秀產業園區) Manufacturing Industrial Technological Development Park (上海松江製造 Zone Administration 產業園) Committee (松江經濟技術開發區管理委員會)

2020 ...... KeyProject in Fujian Zhangzhou Xiangcheng Fujian Provincial Development (福建省重點項目) Jinhu Cloud Zhizao and Reform Commission Town (漳州薌城金湖雲谷 (福建省發展和改革委員會) 智造小鎮)

2020 ...... 2020 Fangsheng Industrial Cangzhou Jingkai Committee of Industrial Park Park Annual List—2020 Industrial New City Conference of the PRC (中國 China Future Innovation (滄州經開產業新城) 產業園區大會委員會) Community List (2020方升產業園區年度榜－2020 年度中國未來創新社區榜)

2020 ...... KeyProject in Hebei Shijiazhuang Gaocheng Hebei Construction Leadership and Key Project in Likang Hi-tech Biological Group (河北省建設領導小組) Gaochang (河北省重點 Science and Technology and Shijiazhuang Gaocheng 項目、藁城區重點項目) Industrial Park (石家莊藁 Bureau of Development and 城麗康高科生物科技產業 Reform (石家莊藁城發展和改園) 革局)

2020 ...... KeyProject in Xi’an Xi’an Airport Linkong Xi’an Development and Reform (西安市重點項目） Industrial Port (西安空港 Commission 臨空產業港) (西安市發展和改革委員會)

In addition to the above, our industrial projects have also received 26 number of awards and recognitions at municipal or district level.

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INFORMATION TECHNOLOGY

We rely on the effective operation of our IT systems for our business operations. Our IT department is responsible for developing and maintaining an IT system that keeps pace with the expansion of our business and is customized to meet our business needs. The centralized IT system is controlled and operated from our headquarters.

Our IT system primarily consists of a human resource management system, a process center, a settlement center, an ERP system and an internal control platform. Our ERP system can be divided into (i) an industrial park development platform, including investment revenue system, recruitment and procurement system, cost control system, planning system, expense system and sales and marketing system; (ii) an O2O marketing and operation information platform; and (iii) an industrial park management platform. We believe these platforms are essential to our business.

We have an O2O marketing and operation information platform and an industrial park management platform that enable us to better execute our services and strategies on marketing and sales of industrial parks and industrial park comprehensive operation. The two platforms are independent in their functions but share the relevant underlying data to help us better understand our customers. See “Marketing and Sales of Industrial Parks—Diversified Channels for Marketing and Sales of Industrial Parks—O2O Marketing and Operation Information Platform” and “Comprehensive Industrial Park Operational Services” in this section for more information on O2O marketing and operation information platform and industrial park management platform. Our marketing and sales personnel and industrial park comprehensive operation personnel regularly update the information of both the leading industries nationwide and our customers who purchased our plants inside our industrial parks. Leveraging the information we updated, our marketing personnel can better understand the market demand during the marketing and sales stage and our industrial park comprehensive operation personnel can better tailor our industry promotion and development services to address the specific needs of our customers who operate inside our industrial parks.

We are subject to security risks and threats from cyber-attacks with respect to our IT systems. We require our staff to follow our management guidelines on our IT system and safeguard information in the system. In addition, we conduct reviews of our IT system and perform the upgrades to prevent and address potential attacks. During the Track Record Period, we had not experienced any disruptions to our IT system that materially impacted our business operations.

COMPETITION

Our competitors are diversified. On one hand, we face competition from other professional industrial park developers and operators, those of which either are skilled at standardized product designs which can be replicated easily, or have strong abilities of sales and marketing and in providing industrial park management services. On the other hand, we also face competition from (i) government platform enterprises that are endorsed by local governments and specialize in development and operating industrial parks with mature system, (ii) manufacturing enterprises with supply chains and clustering effects, and (iii) industrial branches of tertiary educational institutes with abundant scientific resources and research

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PROPERTIES FOR OUR OWN USE AND LEASED PROPERTIES

As of the Latest Practicable Date, we used a total GFA of approximately 9,358 sq.m. as offices.

As of the Latest Practicable Date, we leased 34 properties with a total GFA of approximately 25,067 sq.m. which were mainly used as our offices and marketing exhibition centers. Our leases generally have a term ranging from one to six years, and we expect to renew the leases upon their expiry.

As of the Latest Practicable Date, we failed to register 17 lease agreements we entered into as tenant for certain properties with a total GFA of approximately 14,211 sq.m. We sought cooperation from the landlords at the leased properties to register such executed lease agreements. Registration of lease agreements requires the submission of certain documents of landlords, including their identification documentation and property ownership certificates, to the relevant authorities and therefore the registration is subject to cooperation of landlords which is not within our control. Our PRC Legal Advisors have advised that the lack of registration will not affect the validity of the lease agreements. However, relevant local governments may require us to rectify these unregistered lease agreements within a certain period of time. If we fail to rectify within the specified time, we may face a fine of up to RMB10,000 for each unregistered lease agreement. See “Risk Factors—Risks Relating to Our Business and Industry—We may be subject to fines due to the lack of registration of our leases.” As of the Latest Practicable Date, we had not received any rectification order or been subject to any fines in respect of non-registration of any of our lease agreements. Our Directors believe that these unregistered lease agreements would not have a material operational or financial impact on us. Accordingly, no provision has been made in our financial statements. In order to ensure ongoing compliance with the PRC law and regulations relating to the registration of executed lease agreements, where we execute a lease agreement as a tenant, we will continue to seek cooperation from the landlords of the leased properties to register executed lease agreements with the relevant local governments and will adopt a variety of risk control measures to mitigate such regulatory risk in the future.

INTELLECTUAL PROPERTY RIGHTS

We place emphasis on developing our brand and have trademark registrations to protect all respects of our brand. As of the Latest Practicable Date, we had one registered trademark and one trademark under application in Hong Kong. In addition, we have registered the domain name of www.zhongnangaoke.com for the website of our Group on the Internet. See “Statutory and General Information—B. Further Information About Our Business—2. Intellectual property rights of our Group” in Appendix V for further details of our intellectual property rights.

As of the Latest Practicable Date, we were not aware of any infringement (i) by us of any intellectual property rights owned by third parties, or (ii) by any third parties of any intellectual property rights owned by us.

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INSURANCE

We maintain insurance policies, including social insurance and other relevant commercial insurance, for our employees as required by applicable laws and regulations and as we consider appropriate for our business operations. Our practice is in line with the industry norm. There is a risk that we may incur uninsured losses, damage or liabilities. See “Risk Factors—Risks Relating to Our Business and Industry—We may not have adequate insurance coverage to cover all risks related to our business.”

EMPLOYEES

We had 2,062 employees as of December 31, 2020. The following table sets forth a breakdown of our employees by function as of December 31, 2020.

Marketing and Sales of Industrial Parks ...... 1,014 Comprehensive Industrial Park Operational Services ...... 158 Industry Planning...... 18 Investment Management ...... 81 Project Design and Development...... 449 Procurement and Cost Control ...... 111 Information Technology ...... 8 Finance Management ...... 108 Human Resources ...... 89 Compliance and Risk Control ...... 12 Administration ...... 14 Total ...... 2,062

We actively recruit skilled and qualified personnel in the local markets, including graduates from universities as well as employees with relevant working experience. For the senior management team and selected management positions, we may also seek to recruit personnel with well-recognized experience. The remuneration package of our employees includes salary, bonuses and other cash subsidies. In general, we determine employee salaries based on each employee’s qualifications, experience, position and seniority. We have designed an annual review system to assess the performance of our employees, which forms the basis of our determinations on salary raises, bonuses and promotion. We believe the salaries and benefits that our employees receive are competitive with market standards in each geographic location where we conduct business.

We believe we have maintained good relationships with our employees. Our employees do not negotiate their terms of employment through any labor union or by way of collective bargaining agreements. We have not experienced significant labor disputes, which have adversely affected or are likely to have an adverse effect on our business operations.

We have established nine comprehensive training programs that aim to support and encourage our employees to continue to upskill their operation, execution and management capabilities including, for example, Pilot Plan (領航計劃) targeting senior management personnel to upskill their management capabilities, operation skills and professional abilities, New-joiner Plan (新銳計劃) targeting entry-level employees to assist them to start their career

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We have incorporated mentorship, assessment, feedback and evaluation processes into our various training programs, which we believe will facilitate our employees to better learn and grow. We believe that our training programs, combined with on-the-job learning, facilitate advancement of our employees.

To induce our employees’ sense of achievement, we have implemented co-investment schemes for our employees’ participation in 2019 and 2020. Under such co-investment schemes, certain management team members and key personnel who are eligible to participate in such schemes are allowed to invest in our project companies through their limited liability partnerships. In 2019 and 2020, approximately RMB18.8 million and RMB16.6 million were invested by our employees on 14 and 13 projects, respectively, and the percentage of equity interest held by the limited liability partnership in the corresponding project companies ranged from approximately 0.5% to 4.9% in 2019 and 1.1% to 4.6% in 2020. The remaining equity interest in the corresponding project companies were held by the relevant subsidiary of our Group. Our Group did not finance the investment of our employees during the Track Record Period.

During the Track Record Period, some of our PRC subsidiaries did not make full contributions to social insurance and housing provident funds for certain employees as required by relevant PRC laws and regulations. Such incidents occurred primarily due to the inconsistent implementation or interpretation of the relevant PRC laws and regulations by local governments and lack of correct understanding of such relevant laws and regulations by certain administrative personnel handling the social insurance and housing provident fund contributions in our subsidiaries.

As advised by our PRC Legal Advisors, according to the relevant PRC laws and regulations in respect of social insurance contributions, if any of the social insurance authorities is of the view that our contributions to social insurance do not satisfy the requirements under the relevant PRC laws and regulations, we may be ordered to pay social insurance in arrears within a prescribed period and be subject to an overdue penalty on delinquent payment of social insurance contributions calculated at a daily rate of from 0.05% onwards. If we fail to make such payments within a prescribed period, we may be liable to a penalty of one to three times the amount of the outstanding contributions. If any of the relevant housing provident fund authorities is of the view that our contributions to the housing provident fund do not satisfy the requirements under the relevant PRC laws and regulations, it may order us to pay the outstanding balance within a prescribed period. If we fail to do so within the prescribed period, the relevant housing provident fund authority may apply to a PRC court for an order of mandatory payment. As of the Latest Practicable Date, we had not been subject to any penalty or litigation for inadequate social insurance or housing provident fund contributions nor did we receive any notice from the relevant local governments requiring us to rectify the shortfall. During the Track Record Period and up to the Latest Practicable Date, we were not aware of any material employee complaints nor involved in any material labor disputes with our employees with respect to social insurance and housing provident fund contributions. Moreover, according to the written confirmations we received from the relevant competent local governments for the relevant subsidiaries which did not make full contributions to social insurance and/or housing provident funds, our subsidiaries had not been imposed any penalty in relation to social

– 240 – 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. BUSINESS insurance fund or housing provident fund contributions during the Track Record Period. We will make full contributions or pay any shortfall within a prescribed time period if demanded by the relevant local governments. In addition, we made additional provisions in relation to such subsidiaries’ failure to make adequate social insurance and housing provident fund contributions in the amount of RMB6.4 million, RMB1.9 million and nil, respectively, in 2018, 2019 and 2020. Furthermore, some of our employees actively sought to avoid full or any contributions to the social insurance and housing provident funds in order to retain more immediate cash. On September 21, 2018, the Ministry of Human Resources and Social Security of the PRC issued the Urgent Notice on Enforcing the Requirement of the General Meeting of the State Council and Stabilization the Levy of Social Insurance Payment《關於貫徹落實國務院常務 ( 會議精神切實做好穩定社保費徵收工作的緊急通知》), which promotes the reduction in the amount of social insurance contributions by companies to avoid overburdening enterprises, and prohibits local governments from requiring enterprises to make up for historically underpaid or unpaid social insurance contributions in one go. We believe that our provisions for social insurance and housing provident fund contributions are sufficient, having considered the reasons aforementioned. Based on the foregoing, as advised by our PRC Legal Advisors the risk that we would be subject to material administrative penalties by relevant authorities is remote. As such, our Directors consider that these non-compliance incidents would not have a material operational or financial impact on us.

In addition, as of the Latest Practicable Date, we have established various internal policies and procedures to ensure that we make full contributions in relation to social insurance and housing provident funds. These internal policies and procedures include (i) regularly communicating with government agencies to ensure that our calculation and payment methods are in compliance with the relevant laws and regulations; (ii) regularly consulting outside counsel to understand whether we are at risk of non-compliance with the relevant laws and regulations; (iii) routinely maintaining detailed records of our employee payroll and contribution amounts for review by our human resource department; and (iv) conducting internal trainings for our Directors, members of senior management and certain employees on the relevant laws and regulations.

LICENSES, REGULATORY APPROVALS AND COMPLIANCE RECORD

We are required to obtain and maintain various certificates, licenses and permits in relations to our operations. See “Regulatory Overview” for more information about the material certificates, permits and licenses required for our business operations in the PRC. As advised by our PRC Legal Advisors, our Directors confirm that as of the Latest Practicable Date, our PRC subsidiaries had obtained all material requisite licenses, permits, certificates or approvals for their daily business operations in the PRC. We consider that no circumstances exist that would render revocation or cancellation of our licenses, approvals, permits, certificates and written confirmations or would render legal impediments to our business operations.

If we fail to maintain our licenses, certificates, permits or governmental approvals upon expiry, our development plans may be delayed and there may be adverse effect on our business. See “Risk Factors—Risks Relating to Our Business and Industry—We are subject to legal and business risks and our business may be adversely affected if we fail to obtain or maintain the required qualification certificates and other requisite government approvals.”

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SOCIAL, HEALTH, WORK SAFETY AND ENVIRONMENTAL MATTERS

Social and Health

In respect of social responsibilities, in particular health, work safety and social insurance, we have entered into employment contracts with our employees in accordance with the applicable PRC laws and regulations. We hire employees based on their merits and it is our corporate policy to offer equal opportunities to our employees regardless of gender, age, race, religion or any other social or personal characteristics.

We maintain social welfare insurance for our full-time employees in the PRC, including pension insurance, medical insurance, personal injury insurance, unemployment insurance and maternity insurance, in accordance with relevant PRC laws and regulations.

Work Safety

Our safety production management guidelines contain policies and procedures regarding work safety and occupational health issues. We provide our employees with necessary safety training, and our construction sites are equipped with safety equipment including protective gloves, boots and hats. We also engage third-party construction supervision companies to monitor our work safety at construction sites.

Under applicable PRC laws and regulations, our construction contractors are responsible for the safety of the construction sites and are required to maintain accident insurance for their worker. We generally require our construction contractors to purchase accident insurance in accordance with applicable laws and regulation, adopt effective occupational safety control measures and offer regular physical examinations and training to workers who are exposed to the risk of occupation injuries.

During the Track Record Period and up to the Latest Practicable Date, we did not encounter any material safety accident or material claims for personal or property damages; nor did we pay compensation to employees in respect of claims for personal or property damages related to safety accident.

Environmental Matters

We are subject to a number of environmental and safety laws and regulations in the PRC, including the PRC Environmental Protection Law《中華人民共和國環境保護法》 ( ), the PRC Prevention and Control of Noise Pollution Law《中華人民共和國環境噪聲污染防治法》 ( ), the PRC Environmental Impact Assessment Law《中華人民共和國環境影響評價法》 ( )andthe Administrative Regulations on Environmental Protection for Development Projects《建設項目 ( 環境保護管理條例》). See “Regulatory Overview—Environmental Protection” for details of these laws and regulations. Pursuant to these laws and regulations, we design and construct our plants inside our industrial parks according to the relevant specifications on pollution and environmental protection standards set forth by the local governments. We will also submit our design to relevant local governments for assessment and approval. Upon completion of construction work, we are required to be examined by a third-party designated by the relevant local governments and are subject to local governments’ acceptance. Only property projects which have passed such examination and acceptance can be delivered.

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Under our typical construction contracts, we require our contractors to strictly comply with relevant environmental and safety laws and regulations. We inspect the construction sites regularly and require our contractors to immediately rectify any defect or non-compliance identified. To better comply with relevant environmental and safety law, we institute a number of measures, including but not limited to, (i) isolating the construction site with walls and spray facilities to contain dust; (ii) introducing strict construction waste disposal procedure on disposing, transporting and storing construction wastes; (iii) monitoring the vehicle coming in and out of our construction site to avoid pollution; (iv) forbidding burning of waste materials on site; and (v) introducing comprehensive cleaning procedures for, among others, construction sites, vehicles and greeneries.

In 2018, 2019 and 2020, we incurred nil, RMB0.3 million and RMB1.9 million, respectively, as cost for compliance with applicable environmental rules and regulations. Our Directors expect that we will continue to incur such compliance costs with respect to applicable environmental rules and regulations at a similar level. As of the Latest Practicable Date, we had not encountered any material issues in passing inspections conducted by the relevant environmental authorities upon completion of the development of our property projects. During the Track Record Period, no material fines or penalties were imposed on us for non-compliance of PRC environmental laws and regulations, and we had obtained all material required approvals in relation to the environmental impact reports, where applicable, for our projects under development.

Our PRC Legal Advisors have advised that, during the Track Record Period, there was no material violation of currently applicable PRC environmental and safety laws and regulations nor were there any material employee safety issues involving our Group. During the Track Record Period, no material fines or penalties for non-compliance of PRC environmental and safety laws and regulations were imposed on us.

LEGAL PROCEEDINGS AND COMPLIANCE

We may from time to time become a party to various legal, arbitral or administrative proceedings arising in the ordinary course of our business. During the Track Record Period and up to the Latest Practicable Date, we were not a party to, and we were not aware of any threat of, any legal, arbitral or administrative proceedings, which, in our opinion, was likely to have a material and adverse effect on our business, financial conditions or results of operations.

See “—Employees” for further discussions on social insurance and housing provident fund contributions and “—Properties for Our Own Use and Leased Properties” for lease agreement registration.

During the Track Record Period and up to the Latest Practicable Date, save as otherwise disclosed in the document, we had, in all material respects, complied with all the relevant and applicable PRC laws and regulations governing the business of industrial park development and operation.

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OVERVIEW

Immediately following the completion of [REDACTED] and the [REDACTED], without taking into account any Shares which may be issued pursuant to the exercise of the [REDACTED], Mr. Chen will, through ChenJs Holdings, ChenJins Holdings and ChenJshi Holdings, hold in aggregate approximately [REDACTED] of the issued share capital of our Company. Accordingly, Mr. Chen, ChenJs Holdings, ChenJins Holdings and ChenJshi Holdings will constitute a group of our Controlling Shareholders upon [REDACTED].

Each of ChenJs Holdings, ChenJins Holdings and ChenJshi Holdings is an investment holding company. Mr. Chen is one of our executive Directors. The biographical information of Mr. Chen is set out in “Directors and Senior Management” in this document.

DELINEATION OF BUSINESS

Our Group is primarily engaged in the development and sales of standardized and/or customized plants in the industrial parks developed by us. To a lesser extent, we are also engaged in the provision of comprehensive industrial park operational services, construction services and property leasing.

Business of our Controlling Shareholders not included our Group

As of the Latest Practicable Date, Mr. Chen owned approximately 55.55% of the equity interest in Zhongnan Holding. Zhongnan Holding Group is primarily engaged in (i) the development and sales of residential and non-residential properties (including commercial properties and public facilities, but excluding plants), property investment, construction services and hotel operation through Zhongnan Construction, being an A-share company listed on the Shenzhen Stock Exchange and an indirect non-wholly owned subsidiary of Zhongnan Holding; and (ii) other businesses such as education, business consulting, mineral products trading, travel agency services and IT services (collectively, the “Non-included Businesses”). The Non-included Businesses are separate and distinct from our business. Our Directors are of the view that there is no competition between the Non-included Businesses and the businesses of our Group.

Construction and management services of Zhongnan Construction

Zhongnan Holding is principally engaged in the development and construction of residential and non-residential properties excluding industrial parks. During the Track Record Period, Zhongnan Construction had been engaged by certain PRC authorities to provide construction services to certain state-owned industrial park projects which included the provision of management services in respect of daily operation of such industrial parks for a definite period upon completion before the handover of the projects to the relevant government authorities, being the rightful owners.

Save for the provision of construction and management services to state-owned industrial parks, Zhongnan Construction is not engaged in any construction or management of non-government owned industrial park projects. Despite Zhongnan Construction had been engaged in the development of industrial parks, our Directors are of the view that there is no

– 244 – 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. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS competition between such business of Zhongnan Construction and our principal business of development of industrial parks and the provision of comprehensive industrial park operational services. The industrial park development projects undertook by Zhongnan Construction had been commissioned by certain PRC government authorities, and the ownership of such industrial parks upon completion belonged to the relevant government authorities. The management services in respect of such state-owned industrial parks before delivery had also been provided to the government authorities. Our business however, is focused on the development of industrial parks ultimately marketed and sold to private, non-governmental owners, and our comprehensive operational services are provided in respect of such privately owned industrial parks developed and sold by us. In addition, the business of construction and management of state-owned industrial parks is not the core business of Zhongnan Construction, and does not form part of the business of our Group.

As a result, due to the differences in construction objective, marketing and sales, target customers, as well as nature of the industrial parks developed by each of Zhongnan Construction and our Group, our Directors consider that the construction and management services provided by Zhongnan Construction to the PRC government authorities in respect of government-commissioned and government-owned industrial park projects do not compete with the business of our Group.

Development of non-industrial park properties by our Group

As of the Latest Practicable Date, our Group had interests in three industrial park projects under development in which our Group or our associate was obliged to develop certain ancillary residential and/or commercial properties therein. Since the development of residential and/or commercial properties is not part of our core business, and due to the reasons and specific circumstances set out below, our Directors are of the view that our engagement in the development of such ancillary portions of the relevant projects has not resulted in competition between the property development business under the Non-included Businesses and the business of our Group. Save for these three projects, our industrial property projects do not comprise any ancillary residential and/or commercial properties, and our Group has no intention to engage in the development of residential and non-residential properties (apart from industrial parks) in the PRC in the future.

(a) Wuhan East West Lake Science and Technology Center (武漢東西湖科創中心)

Wuhan East West Lake Science and Technology Center is an industrial park project located in Wuhan with a site area of 131,093 sq.m. under development by Wuhan Silk Road Linghang Semiconductor Co., Ltd. (武漢絲路領航半導體有限公司)(“Wuhan Silk Road”), an indirect wholly-owned subsidiary of our Company. Pursuant to the relevant investment agreement entered into in December 2019 in relation to Wuhan East West Lake Science and Technology Center between the relevant government authority and Zhongnan Holding, the then controlling shareholder of our Group, Zhongnan Holding shall acquire a parcel of land located in the same district as Wuhan East West Lake Science and Technology Center with a site area of approximately 107,825 sq.m. (the “Ancillary Parcel”) through public auction for residential and commercial property development purpose. Wuhan Hangshi Real Estate Co., Ltd. (武漢航石置業有限公司)(“Wuhan Hangshi”), a then wholly-owned subsidiary of our Company and a then indirect non-wholly owned subsidiary of Zhongnan Holding, had acquired the Ancillary Parcel

– 245 – 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. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS pursuant to such investment agreement and commenced the construction of Wuhan East West Lake Science Technology Center thereon. For the purpose of streamlining the business of our subsidiaries to focus on our core business in preparation for the [REDACTED] and having taken into account that the business of Wuhan Hangshi was not in line with our business development strategy and not related to the core business of our Group, on January 14, 2021, our Group disposed of 51% of our equity interest in Wuhan Jincheng, the holding company of Wuhan Hangshi, to an indirect non-wholly owned subsidiary of Zhongnan Construction. Upon completion of such disposal, Wuhan Hangshi became beneficially held as to 51% by Zhongnan Construction and 49% by our Company, and has ceased to be a subsidiary of our Company. See “History, reorganization and corporate structure — Reorganization — 4. Onshore reorganization” in this document for details. As the initial planning works of the project (including that for the Ancillary Parcel), such as the feasibility study, industry positioning, negotiation of key terms of the investment agreement with the relevant government authority and land acquisition, were mainly undertaken by our Group, our Directors consider that it is more favorable to our Group for us to maintain a minority interest in Wuhan Hangshi such that our Group could take part in the completion of the entire project (including the Ancillary Parcel).

(b) Nantong Gangzha Chechuang Smart Automobile City Industrial Complex Project (南通港閘車創智車城都市工業綜合體項目)

Nantong Gangzha Chechuang Smart Automobile City Industrial Complex Project (南通港閘車創智車城都市工業綜合體項目) is an industrial park project located in Nantong with an aggregate site area of 151,924 sq.m. under development by Nantong Rongshi Chechuang Automobile Technology Co., Ltd. (南通榮石車創汽車科技有限公司)(“Nantong Rongshi”), an indirect non-wholly owned subsidiary of our Company. Pursuant to the relevant land grant contract, the land on which Nantong Gangzha Chechuang Smart Automobile City Industrial Complex Project is to be situated is for both industrial and commercial purposes, and Nantong Rongshi is obligated to develop both industrial plants and certain commercial facilities within such project (including commercial space, offices and car parks) in accordance with the project plan appended to the land grant contract. The ancillary commercial facilities are aimed at specifically providing an efficient and convenient workplace for enterprises which occupy the dominant industrial portion of such project, including to enhance their operation efficiency as well as to create a comfortable, self-sufficient and convenient community for the Nantong Gangzha Chechuang Smart Automobile City Industrial Complex Project, and are expected to include banks, convenience stores and restaurants, while the intended and target patrons and/or users of the services available at such ancillary facilities are people who work within or visit the Nantong Gangzha Chechuang Smart Automobile City Industrial Complex Project.

Zibo Huantai County Chuangzhi Garden (淄博桓台縣創智花園) is a residential property project located in Zibo with an aggregate site area of 53,333 sq.m. under development by Zibo Jinmei Real Estate Co., Ltd. (淄博錦美置業有限公司)(“Zibo Jinmei”), a then wholly-owned subsidiary of our Company. Zibo Huantai County Chuangzhi Garden is an ancillary residential property project located in the same district of our industrial park project under development, namely Zibo Huantai County Chuangzhi Future Industrial Town (淄博桓台縣創智未來產業小鎮). For the purpose of streamlining the business of our subsidiaries to focus on our core business in

– 246 – 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. RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS preparation for the [REDACTED] and having taken into account that the business of Zibo Jinmei was not in line with our business development strategy and not related to the core business of our Group, on April 29, 2021, our Group disposed of 51% of our equity interest in Zibo Jinmei, to an indirect non-wholly owned subsidiary of Zhongnan Construction. Upon completion of such disposal, Zibo Jinmei became beneficially held as to 51% by Zhongnan Construction and 49% by our Company, and has ceased to be a subsidiary of our Company. See “History, reorganization and corporate structure — Reorganization — 4. Onshore reorganization” in the document for details. As the initial planning works of Zibo Huantai County Chuangzhi Garden and Zibo Huantai County Chuangzhi Future Industrial Town, such as the feasibility study, industry positioning, negotiation of key terms of the investment agreement with the relevant government authority and land acquisition, were mainly undertaken by our Group, our Directors consider that it is more favourable to our Group for us to maintain a minority interest in Zibo Jinmei such that our Group could take part in the completion of the entire project (including both Zibo Huantai County Chuangzhi Future Industrial Town and Zibo Huantai County Chuangzhi Garden).

Despite our Group having an interest in the above three projects which involve the development of residential and commercial properties on the relevant ancillary parcels, our Directors are of the view that such overlap between our engagement in the development of the residential and/or commercial portions of such projects and the Non-included Businesses which principally include the development of residential and non-residential (except industrial parks) properties, does not constitute competition between our Group’s business and that of our Controlling Shareholders for the following reasons:

(i) the business focus of our Group is not on the development of residential and/or commercial properties which are not industrial parks;

(ii) our Group does not have a controlling interest in each of Wuhan Hangshi and Zibo Jinmei and is not in a position to control its board of directors;

(iii) the GFA of the ancillary parcel or residential and/or non-industrial park commercial portion of each of the relevant projects represented less than 3% of the total land bank attributable to our Group as of February 28, 2021; and

(iv) each of Wuhan Hangshi and Zibo Jinmei has no intention to undertake any other property development projects and will cease operation after completion of the relevant project described above.

Leasing of properties by our Group

Our Group is also engaged in was generating rental income from the leasing of plants. Such rental income from our property leasing business represented less than 0.1% of our total revenue for the years ended December 31, 2018, 2019 and 2020. Our Directors consider that our leasing business is clearly delineated and distinct from the property investment segment of the Non-included Businesses which mainly focuses on the investment in commercial properties such as office buildings, commercial malls and car parks, and does not compete with our Group.

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As of the Latest Practicable Date, none of our Controlling Shareholders or Directors had any interest in any business which competes or is likely to compete, either directly or indirectly with our Company’s business which would require disclosure under Rule 8.10 of the Listing Rules.

To ensure that competition will not exist in the future, each of our Controlling Shareholders [has entered] into a Deed of Non-competition in favor of our Company to the effect that each of them will not, and will procure each of their respective close associates not to, directly or indirectly participate in, or hold any right or interest, or otherwise be involved in any business which may be in competition with our businesses.

INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS

We believe that we are capable of carrying out our business independently of our Controlling Shareholders and their respective close associates (other than our Group) after the [REDACTED] for the following reasons:

Management independence

Our Board currently comprises three executive Directors, three non-executive Directors and three independent non-executive Directors. Save for one executive Director, namely, Mr. Chen, who is also the chairman of Zhongnan Holding and a director of certain of its subsidiaries (including Zhongnan Construction), and three non-executive Directors, namely, Mr. Qian Jun (錢軍), the chairman of supervisory board of Zhongnan Construction, Mr. Cao Yongzhong (曹永忠), a senior vice president at Zhongnan Construction, and Mr. Li Xiaohui (李曉輝), the secretary and assistant of the chairman and the vice president of Zhongnan Holding, there will be no overlap of directors and members of the senior management between our Group and Zhongnan Holding.

Mr. Chen has been responsible for the overall strategic planning of and providing guidance for the overall operations of our Group since its establishment and is expected to, while continuing to be supported by our experienced management team as he had been historically, devote a sufficient portion of his time to the day-to-day operations of our Group upon [REDACTED].

Each of our Directors is aware of his/her fiduciary duties as a Director, which require, among other things, that he/she acts for the benefit and in the best interests of our Company and does not allow any conflict between his/her duties as a Director and his/her personal interests. In the event that there is a potential conflict of interest arising out of any transaction to be entered into between our Group and any of the Directors or their respective close associates, the interested Director(s) shall abstain from voting at the relevant board meetings of our Company in respect of such transactions and shall not be counted in the quorum. In addition, we have an independent senior management team to carry out the business operations of our Group independently from our Controlling Shareholders.

Based on the reasons above, our Directors are of the view that our Group is capable of managing our business independently from our Controlling Shareholders and their respective close associates following the completion of the [REDACTED] and the [REDACTED].

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Operational independence

We are capable to make all decisions on, and to carry out, our own business operations independent from our Controlling Shareholders and their respective associates and will continue to do so after the [REDACTED].

Investment agreements entered into by Zhongnan Holding

Among the 70 industrial park projects in our project portfolio as of February 28, 2021, Zhongnan Holding Group had entered into investment agreements for 18 projects (the “Historical Investment Agreements”) with certain government authorities, which set out, among others, the major requirements in relation to the development of certain projects expected to be developed by our Group (the “Relevant Projects”). Such Historical Investment Agreements had been entered into before our participation in the public tenders, auctions or listing-for-sales process of the relevant land parcels, and the main requirements in relation to the development of the Relevant Projects set out therein were subject to the terms of land grant contracts subsequently entered into between the relevant project companies of our Group and the relevant government authorities in the event we were successful in the relevant public tender, auction or listing-for-sale process. Certain of the Historical Investment Agreements contained guarantees provided by Zhongnan Holding in favor of the relevant government authorities, such as minimum tax guarantee and minimum capital investment requirement, to ensure the successful development of the Relevant Projects. Pursuant to the relevant land grant contracts, the project companies of our Group were responsible for the land acquisition costs and development of the Relevant Projects. In addition, all major decisions in relation to business operations of the Relevant Projects was made by us independently from Zhongnan Holding. As of February 28, 2021, among the 18 Relevant Projects, seven of them had been completed, and the remaining 11 of them were under the development by the relevant project companies of our Group.

Despite the above arrangement, for reasons set out below, our Directors are of the view that we will upon [REDACTED] be capable of operating independently of our controlling shareholders as well as Zhongnan Holding which has, upon completion of the Reorganization, ceased to be our shareholder but remained controlled by our ultimate controlling shareholder, Mr. Chen:

• The Historical Investment Agreements were entered into by Zhongnan Holding Group as Zhongnan Holding were our then major shareholder. All business operations at the initial stage of the Relevant Projects, including project assessment and feasibility study, regional industry planning and industrial park positioning, and negotiation of key terms in the Historical Investment Agreements with relevant government authorities, were carried out by us independently from Zhongnan Holding;

• The land grant contracts of the Relevant Projects were entered into between the relevant project companies of our Group on standalone basis with the relevant government authorities, and these land grant contracts do not contain any obligation to be performed by Zhongnan Holding; and

• since May 2020 up to the Latest Practicable Date, all agreements with the relevant government authorities in relation to projects to be developed by our Group had

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been entered into by our Group on standalone basis with the relevant government authorities, and Zhongnan Holding had not provided any performance, tax or undertakings or guarantees in respect of such projects.

Licenses required for operation

We hold and enjoy the benefit of all relevant licenses and permits material to the operation of our business.

Access to customers, suppliers and business partners

Our Group has a large and diversified base of customers that are unrelated to our Controlling Shareholders and/or their respective close associates. We have independent access to such customers, our suppliers as well as our other business partners.

Operational facilities

All of the properties and facilities necessary for our business operations are independent from our Controlling Shareholders and their respective close associates.

Employees

We have our own team of employees. We recruit our employees independently from our Controlling Shareholders and their respective close associates and primarily through various channels, such as on-campus recruitment programs, third party recruitment agencies and internal referrals.

Connected transactions with our Controlling Shareholders

Details of the continuing connected transactions between our Group and our Controlling Shareholders or their associates which will continue after the [REDACTED] are set out in the section headed “Connected transactions” in this document. All such transactions are determined after arm’s length negotiations and on normal commercial terms. We expect that we will be able to maintain the aggregate amounts of the continuing connected transactions with our Controlling Shareholders at a reasonable percentage with respect to our total costs and expenses after the [REDACTED]. Accordingly, such continuing connected transactions will not affect our operational independence as a whole.

Financial independence

All loans, advances and balances due to or from the Controlling Shareholders or their close associates which were not arising out of the ordinary course of business will be fully settled upon [REDACTED]. All share pledges and guarantees provided by the Controlling Shareholders or their close associates on the borrowings of our Group will be fully released upon [REDACTED].

In addition, we have our own internal control and accounting systems, accounting and finance department, independent treasury function for cash receipts and payment and

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DEED OF NON-COMPETITION

Each of our Controlling Shareholders has unconditionally and irrevocably undertaken to us in the Deed of Non-Competition that he/it will not, and will procure his/its close associates (save for members of our Group) not to, directly or indirectly conduct or be involved in any business that directly or indirectly competes, or may compete, with our business, being the development and sales of plants in the industrial parks developed by us and provision of comprehensive industrial park operational services (collectively referred to as the “Restricted Businesses”), or hold shares or interest in any companies or business that compete directly or indirectly with the business engaged by our Group, except where our Controlling Shareholders and their close associates hold (i) less than 30% of the total issued share capital of any company (whose shares are listed on the Stock Exchange or any other stock exchange) and they do not possess the right to control the board of directors of such company; or (ii) less than 50% of interest of any private company, which is engaged in any business that is or may be in competition with any business engaged by any member of our Group and they do not possess the right to control the board of directors of such company.

The above restrictions do not apply when our Group engages in a new business that is not a Restricted Business and at the time of commencement of such new business, any of our Controlling Shareholders had already been conducting or been involved in, or otherwise been interested in, the relevant business. Further, each of our Controlling Shareholders has undertaken that if any new business investment or other business opportunity relating to the Restricted Businesses (the “Competing Business Opportunity”) is identified by or made available to him/it or any of his/its close associates (save for members of our Group), he/it shall, and shall procure that his/its close associates shall, refer such Competing Business Opportunity to our Company on a timely basis by giving written notice (the “Offer Notice”) to our Company within 30 business days of identifying such Competing Business Opportunity, the nature of the Competing Business Opportunity, the investment or acquisition costs and all other details reasonably necessary for our Company to consider whether to pursue such Competing Business Opportunity.

Upon receiving the Offer Notice, our Company shall seek approval from a board committee comprising only our independent non-executive Directors who do not have an interest in the Competing Business Opportunity (the “Independent Board Committee”) as to whether to pursue or decline the Competing Business Opportunity (any Director who has actual or potential interest in the Competing Business Opportunity shall abstain from attending (unless their attendance is specifically requested by the Independent Board Committee) and voting at, and shall not be counted in the quorum for, any meeting convened to consider such Competing Business Opportunity). The Independent Board Committee shall consider the financial impact of pursuing the Competing Business Opportunity offered, whether the nature of the Competing Business Opportunity is consistent with our Group’s strategies and development plans and the general market conditions of our business. If appropriate, the Independent Board Committee may appoint independent financial advisors and legal advisors to assist in the decision making process in relation to such Competing Business Opportunity.

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The Independent Board Committee shall, within 30 days of receipt of the Offer Notice, inform the relevant Controlling Shareholder in writing on behalf of our Company its decision whether to pursue or decline the Competing Business Opportunity. The relevant Controlling Shareholder shall be entitled but not obliged to pursue such Competing Business Opportunity if he/it receives a notice from the Independent Board Committee declining such Competing Business Opportunity, or if the Independent Board Committee fails to respond within the 30-day period as mentioned above. If there is any material change in the nature, terms or conditions of such Competing Business Opportunity, the relevant Controlling Shareholder shall refer or procure the referral of such revised Competing Business Opportunity to our Company as if it were a new Competing Business Opportunity.

The Deed of Non-Competition will lapse automatically if our Controlling Shareholders and their respective close associates cease to hold, whether directly or indirectly, 30% or above of our Shares with voting rights or if our Shares cease to be listed on the Stock Exchange. In the event we cease to conduct any of the Restricted Businesses, our Controlling Shareholders will no longer be prohibited under the Deed of Non-Competition from conducting such business.

Each of our Controlling Shareholders has further undertaken to us that he/it will provide and procure his /its close associates (save for our Group) to provide on best endeavor basis, all information necessary for the annual review by our independent non-executive Directors for the enforcement of the Deed of Non-Competition. They will make an annual declaration in our annual report on the compliance with the Deed of Non-Competition in accordance with the principle of voluntary disclosure in the corporate governance report.

In order to promote good corporate governance practices and to improve transparency, the Deed of Non-Competition also includes the following provisions:

• our independent non-executive Directors shall review on an annual basis the Deed of Non-Competition and compliance with the Deed of Non-Competition by our Controlling Shareholders;

• we will disclose in our annual report or by way of announcement in accordance with the requirements of the Listing Rules, the decisions on matters reviewed by the Independent Board Committee (including the reasons for not taking up any Competing Business Opportunity referred to our Company) and the review by our independent non-executive Directors on the compliance with, and the enforcement of, the Deed of Non-Competition; and

• in the event that any of our Directors and/or their respective close associates has material interests in any matter to be deliberated by our Board in relation to the compliance and enforcement of Deed of Non-Competition, he/she may not vote on the resolutions of our Board approving the matter and shall not be counted towards the quorum for the voting pursuant to the applicable provisions in the Articles of Association.

Each of our Controlling Shareholders has confirmed that he/it fully comprehends his/its obligations to act in our Shareholders’ best interests as a whole. Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflicts of interest. In order to further avoid potential conflicts of interest, we have implemented the following measures:

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(a) as part of our preparation for the [REDACTED], we have amended our Articles of Association to comply with the Listing Rules. In particular, our Articles of Association provided that, unless otherwise provided, a Director shall not vote on any resolution approving any contract or arrangement or any other proposal in which such Director or any of his associates have a material interest nor shall such Director be counted in the quorum present at the meeting;

(b) a Director with material interests shall make full disclosure in respect of matters that may have conflict or potentially conflict with any of our interest and abstain from the board meetings on matters in which such Director or his associates have a material interest, unless the attendance or participation of such Director at such meeting of the Board is specifically requested by a majority of the independent non-executive Directors;

(c) we are committed that our Board should include a balanced composition of executive Directors and independent non-executive Directors. We have appointed independent non-executive Directors and we believe our independent non-executive Directors possess sufficient experience and they are free of any business or other relationship which could interfere in any material manner with the exercise of their independent judgment and will be able to provide an impartial, external opinion to protect the interests of our public Shareholders. Details of our independent non-executive Directors are set out in the section headed “Directors and senior management—Board of Directors—Independent non-executive Directors” in this document;

(d) we have appointed China Industrial Securities International Capital Limited as our compliance advisor, which will provide advice and guidance to us in respect of compliance with the applicable laws and the Listing Rules including various requirements relating to Directors’ duties and corporate governance;

(e) as required by the Listing Rules, our independent non-executive Directors shall review any connected transactions annually and confirm in our annual report that such transactions have been entered into in our ordinary and usual course of business, are either on normal commercial terms or on terms no less favorable to us than those available to or from Independent Third Parties and on terms that are fair and reasonable and in the interests of our Shareholders as a whole;

(f) on an annual basis, our independent non-executive Directors will review the non-compete undertakings provided by our Controlling Shareholders pursuant to the Deed of Non-competition and their compliance with such undertakings;

(g) on an annual basis, our independent non-executive Directors will review the compliance of Rule 8.10 of the Listing Rules by our Controlling Shareholders; and

(h) our Company will disclose in its annual report each year the compliance status of the Deed of Non-Competition.

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OVERVIEW

Our Group has entered into an agreement with a party which will, upon completion of the [REDACTED], become our connected person, and the transactions disclosed in this section will constitute continuing connected transactions of our Company under the Listing Rules upon the [REDACTED].

A. CONTINUING CONNECTED TRANSACTIONS FULLY EXEMPT FROM THE REPORTING, ANNUAL REVIEW, ANNOUNCEMENT, CIRCULAR AND INDEPENDENT SHAREHOLDERS’ APPROVAL REQUIREMENTS

1. Trademark Licensing

On [●], a trademark license agreement (the “Trademark License Agreement”) was entered into between our Company (for ourselves and on behalf of our subsidiaries) and Zhongnan Holding, pursuant to which Zhongnan Holding agreed to irrevocably and unconditionally grant to our Group the right to use in the PRC a trademark (the “Licensed Trademark”) which are registered by Zhongnan Holding in the PRC, for a perpetual term commencing from the date of the Trademark License Agreement, on a royalty-free basis.

See “B. Further Information about our Business—2. Intellectual Property Rights of our Group” in Appendix V to this document for details of the Licensed Trademark. The Trademark License Agreement is not unilaterally terminable by Zhongnan Holding, and Zhongnan Holding has undertaken to renew and maintain the registration of the Licensed Trademark upon expiry.

Implications under the Listing Rules

As of the Latest Practicable Date, Zhongnan Holding was a 30%-controlled company (as defined in the Listing Rules) of Mr. Chen, one of our executive Directors and Controlling Shareholders. Therefore, Zhongnan Holding is a connected person of our Company. Accordingly, the transactions under the Trademark Licensing Agreement will constitute continuing connected transactions of our Company under Chapter 14A of the Listing Rules upon [REDACTED].

As the right to use the Licensed Trademark is granted to our Group on a royalty-free basis, the transactions under the Trademark License Agreement will be within the de minimis threshold provided under Rule 14A.76 of the Listing Rules and will be exempt from the reporting, annual review, announcement, circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

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B. CONTINUING CONNECTED TRANSACTIONS SUBJECT TO THE REPORTING, ANNUAL REVIEW, ANNOUNCEMENT, CIRCULAR AND INDEPENDENT SHAREHOLDERS’ APPROVAL REQUIREMENTS

2. Construction Services

On [●], Zoina Goldstone (for itself and on behalf of its subsidiaries) entered into a master construction services agreement (the ‘‘Master Construction Services Agreement’’) with Zhongnan Holding (for itself and on behalf of its subsidiaries) (collectively, “Zhongnan Holding Group”), pursuant to which Zhongnan Holding Group agreed to provide various construction services to our Group, including (i) general contracting services; (ii) site formation, piling and foundation engineering; (iii) metal door and window installation; (iv) fire protection engineering; (v) electrical engineering; (vi) landscaping and gardening services; (vii) renovation and decoration works; (viii) cost engineering; and (ix) project planning and construction drawing services. The Master Construction Services Agreement has a term commencing from the [REDACTED] to December 31, 2023.

Zhongnan Holding Group has been providing construction services to our Group since 2015. Given its experience over the years in handling engineering and construction works, coupled with its standing familiarity with both technical and operational aspects of our project requirements, our Directors are of the view that the continuing engagement of Zhongnan Holding Group as one of the general contractors of our Group in our projects would be in the best interests of our Group as well as our Shareholders.

We generally pursue open invitation tender for general contracting service contracts for our projects. As such, Zhongnan Holding Group will need to go through our standard tender submission procedures which apply to tenders submitted by both connected persons and Independent Third Parties. See “Business—Industrial park development and delivery—Project construction—Selection of construction contractors” of this document for details of our construction contractors selection procedures.

Historical transaction amounts

For the years ended December 31, 2018, 2019 and 2020, the costs incurred by us for the construction services provided by Zhongnan Holding Group amounted to approximately RMB2.8 million, RMB122.2 million and RMB705.7 million, respectively.

Annual caps

The proposed annual cap amounts of the service fees to be paid under the Master Construction Services Agreement for the years ending December 31, 2021, 2022 and 2023 are RMB2,673.5 million, RMB4,435.9 million and RMB5,961.2 million, respectively.

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In arriving at the above annual caps for the transactions contemplated under the Master Construction Services Agreement, our Directors have considered the following factors which are considered to be reasonable and justifiable in the circumstances:

• the historical transaction amounts and rapid growth trend during the Track Record Period;

• the estimated transaction amounts of the existing contracts for construction services entered into between members of our Group and members of Zhongnan Holding Group;

• the estimated contract sum of the new contracts to be entered into between us and Zhongnan Holding Group with reference to the possible number of new projects to be undertaken by us and the size and scale of each such projects; and

• the estimated transaction amounts of the contracts for construction services entered into after the Track Record Period/to be entered into between members of our Group and members of Zhongnan Holding Group, based on the complexity and actual progress of project implementation and the percentage of works remaining to be completed for the rest of the contractual term.

The Master Construction Services Agreement is a framework agreement which provides the mechanism for the operation of the connected transactions described therein. It is envisaged that from time to time and as required, individual construction agreements may be entered into between members of our Group and members of Zhongnan Holding Group. Each individual service agreement will set out the construction services to be procured by our Group, the construction fees to be paid by our Group and any detailed specifications which may be relevant to those engagements. The individual construction agreements may only contain provisions which are in all material respects consistent with the binding principles, guidelines, terms and conditions set out in the Master Construction Services Agreement.

Implications under the Listing Rules

As of the Latest Practicable Date, Zhongnan Holding was a 30%-controlled company (as defined in the Listing Rules) of Mr. Chen, one of our executive Directors and Controlling Shareholders. Therefore, Zhongnan Holding and its subsidiaries are connected persons of our Company. Accordingly, the transactions under the Master Construction Services Agreement will constitute continuing connected transactions of our Company under Chapter 14A of the Listing Rules upon [REDACTED].

Since one or more of the applicable percentage ratios under the Listing Rules in respect of the annual caps for the Master Construction Services Agreement is expected to be more than 5% on an annual basis, the transactions under the Master Construction Services Agreement constitute continuing connected transactions of our Company which are subject to the reporting, annual review, announcement, circular and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

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APPLICATION FOR WAIVERS

In respect of the transactions described in “—B. Continuing Connected Transactions Subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section which constitute our continuing connected transactions under the Listing Rules which are subject to the reporting, annual review, announcement, circular and Independent Shareholders’ approval requirements of the Listing Rules, we have applied for and the Stock Exchange [has granted], waivers exempting us from strict compliance with the announcement, circular and shareholders’ approval requirements under Chapter 14A of the Listing Rules, subject to the condition that the aggregate amount of the continuing connected transactions for each financial year shall not exceed the relevant annual cap amounts set forth above.

DIRECTORS’ VIEWS

Our Directors (including our independent non-executive Directors) consider that all the continuing connected transactions described in “—B. Continuing Connected Transactions Subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section have been and will be carried out: (i) in the ordinary and usual course of our business; (ii) on normal commercial terms; and (iii) in accordance with the respective terms that are fair and reasonable and in the interests of our Company and our Shareholders as a whole.

Our Directors (including our independent non-executive Directors) are also of the view that the annual caps of the continuing connected transactions described in “—B. Continuing Connected Transactions Subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” in this section are fair and reasonable and in the interest of our Company and our Shareholders as a whole.

JOINT SPONSORS’ VIEW

The Joint Sponsors are of the view (i) that the continuing connected transactions described in “—B. Continuing Connected Transactions Subject to the Reporting, Annual Review, Announcement, Circular and Independent Shareholders’ Approval Requirements” above have been and will be entered into in the ordinary and usual course of our business, on normal commercial term that are fair and reasonable and in the interests of our Company and our Shareholders as a whole, and (ii) that the proposed annual caps of such continuing connected transactions are fair and reasonable and in the interests of our Company and our Shareholders as a whole.

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BOARD OF DIRECTORS

Our Board currently consists of nine Directors comprising three executive Directors, three non-executive Directors, and three independent non-executive Directors. The powers and duties of our Board include determining our business and investment plans, preparing our annual financial budgets and final reports and exercising other powers, functions and duties as conferred by the Articles. We [have entered] into a service agreement with each of our executive Directors and a letter of appointment with each of our non-executive Directors and independent non-executive Directors.

The following table sets forth certain information in respect of members of our Board and senior management members of our Company:

Members of our Board

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

Mr. Chen Jinshi [58] June 17, January 12, Executive Director Formulation of the overall Nil (陳錦石) ...... 2015 2021 and chairman of strategic plan and our Board overseeing the overall operational management and business development of our Group

Mr. Cao Weihua [46] October 28, May 6, 2021 Executive Director Assisting the chairman of the Nil (曹衛華) ...... 2019 and deputy board with strategic chairman of our planning and overseeing Board the overall operation and management of our Group

Mr. Cong Xuefeng [51] June 17, May 6, 2021 Executive Director Overseeing the overall Nil (叢學豐) ...... 2015 and chief business management of executive officer our Group and the operations of our industrial park development projects

Mr. Qian Jun [43] May 6, 2021 May 6, 2021 Non-executive Providing guidance and Nil (錢軍) ...... Director formulation of business strategies for the overall development of our Group

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

Mr. Cao [52] May 6, 2021 May 6, 2021 Non-executive Providing guidance and Nil Yongzhong Director formulation of business (曹永忠) ...... strategies for the overall development of our Group

Mr. Li Xiaohui [31] May 6, 2021 May 6, 2021 Non-executive Providing guidance and Nil (李曉輝) ...... Director formulation of business strategies for the overall development of our Group

Ms. Leung Bik San [50] [●], 2021 [●], 2021 Independent Providing independent Nil (梁碧珊) ...... non-executive advice on the operations Director and management of our Group

Mr. Chung Chi Kin [40] [●], 2021 [●], 2021 Independent Providing independent Nil Kenneth non-executive advice on the operations (鍾子健) ...... Director and management of our Group

Mr. Wu Zijing [36] [●], 2021 [●], 2021 Independent Providing independent Nil (吳梓境) ...... non-executive advice on the operations Director and management of our Group

Members of our senior management Date of appointment to Existing Roles and Date of joining current position in our responsibilities in our Name Age our Group position Group Group

Mr.LiJin [53] April 2, 2018 February 15, Executive vice Overall operational (李勁) ...... 2019 president management of industrial park projects of our Group

Mr. Zhou Lei [34] December 1, December 1, Senior vice Overall management of (周磊) ...... 2017 2018 President the strategic branding, human resources, administration and legal affairs of our Group

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Date of appointment to Existing Roles and Date of joining current position in our responsibilities in our Name Age our Group position Group Group

Mr. Zhang Jun [40] May 23, 2018 April 14, 2021 Chief financial Overall financial (章鈞) ...... officer operation and management of our Group

Mr. Li Zhigang [46] March 8, 2018 October 19, Vice president Overall management of (李志剛)...... 2018 of investment investment development, strategy, planning and execution of our Group

Mr. Chen Zhi [35] April 17, 2017 February 15, Vice president Overall business (陳治) ...... 2019 of marketing promotion and marketing of our Group

Executive Directors

Mr. Chen Jinshi (陳錦石), aged [58], is the founder of our Group. Mr. Chen was appointed as our Director on January 12, 2021, and was re-designated as our executive Director and appointed as the chairman of our Board on May 6, 2021. Mr. Chen is primarily responsible for formulation of the overall strategic plan and overseeing the overall operational management and business development of our Group.

Mr. Chen has over 42 years of experiences in the PRC construction and development industry and has accumulated profound knowledge in real estate construction, development and operation business. Prior to founding our Group in 2015, Mr. Chen commenced his career since March 1979 at construction sites of several construction projects working as foreman and team leader, where he was primarily responsible for construction work and management. From September 1993 to October 1996, Mr. Chen served as a deputy director at the engineering department of Nantong City Sanlian Company (南通市三連公司引工工程處). Since October 1996, Mr. Chen has served as the chairman of the board of Nantong Zhongnan Construction Engineering Co., Ltd. (南通市中南建築工程有限公司), a company focusing on construction development, operation and services, which later changed name to Jiangsu Zhongnan Construction Industry Group Co., Ltd. (江蘇中南建築實業集團有限公司) in December 2002 and to Zhongnan Holding in February 2005. Mr. Chen continued to serve as the chairman of the board and has concurrently served as the general manager of Zhongnan Holding since February 2006, where he was primarily responsible for the overall management, convening and presiding over the general meeting of shareholders and board meetings. From June 2009 to April 2021, Mr. Chen concurrently served as the chairman of the board and the general manager of Jiangsu Zhongnan Construction Group Co., Ltd. (江蘇中南建設集團股份有限公司), a real estate company listed on the Shenzhen Stock Exchange (stock code: SZ.000961) (“Zhongnan Construction”) of which Mr. Chen is the ultimate controlling shareholder. where he has been responsible for the overall management of the company. Since April 2021, Mr. Chen continued to serve as the chairman of the board of Zhongnan Construction.

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Mr. Chen has obtained multiple awards in recognition of his achievements in and contributions to the PRC construction and development industry. In November 2010, Mr. Chen was granted the title of “The Most Socially-Responsible Entrepreneur of China” (中國最具社會責任企業家) by the Committee of Corporate Citizenship, China Association of Social Workers (中國社工協會企業公民委員會). In December 2013, Mr. Chen received the nomination award of “CCTV Charity Figure of the Year” (CCTV年度慈善人物) by the China Central Television (中央電視臺). Mr. Chen was also awarded the “40 Years of Reform and Opening up, the Most Respected and Meritorious Merchants of Jiangsu Province” award (改革開放40年－最受尊敬的蘇商功勳人物)by the Jiangsu Sushang development Promotion Association (江蘇省蘇商發展促進會) in August 2018 and the “Zhang Jian Cup – Outstanding Entrepreneur Award” (“張謇杯”傑出企業家)bythe People’s Government of Nantong City (南通市人民政府) in May 2019.

Mr. Chen obtained a diploma in law from Normal College of Yangzhou University (揚州大學師範學院) in the PRC in June 1998 and an executive master’s degree in business management from Fudan University in the PRC in July 2007. Mr. Chen also obtained Doctoral degrees in Business Administration from each of Fudan University in the PRC in June 2019 and City University of Hong Kong in June 2019.

Mr. Cao Weihua (曹衛華), aged [46], was appointed as our executive Director and deputy chairman of our Board on May 6, 2021. He joined our Group as chairman of the board of Zoina Goldstone in October 28, 2019 and is primarily responsible for assisting the chairman of the board with the strategic planning and overseeing the overall operation and management of our Group.

Prior to joining our Group, from September 1998 to May 2008, Mr. Cao worked at Suzhou Polytechnic Institute of Agriculture (蘇州農業職業技術學院), where his last position held was deputy division director of the department of student affairs (學工處) and he was primarily responsible for academic development and student affairs. From May 2008 to December 2013, Mr. Cao worked at Zhenjiang Science and Technology New City Management Committee (鎮江科技新城管委會), a local government institute, where his last position held was deputy secretary and deputy director and he was primarily responsible for local government affairs and economic development work. From December 2013 to October 2019, Mr. Cao worked at Nanjing Pukou Economic Development Zone Management Committee (南京浦口經濟技術開發區管委會), a local government institute, where his last position held was director and he was primarily responsible for the overall management of the Nanjing Pukou economic development zone.

Mr. Cao obtained a bachelor’s degree in agricultural products storage, transportation and processing from Yangzhou University (揚州大學) in the PRC in June 1998 and a master’s degree in food hygiene and nutrition from Suzhou University (蘇州大學) in the PRC in December 2007.

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Mr. Cong Xuefeng (叢學豐), aged [51], was appointed as our executive Director on May 6, 2021. He joined our Group in June 17, 2015 as the chief executive officer and is primarily responsible for overseeing the overall business management of our Group and the operations of our industrial park development projects. Since June 2018, Mr. Cong has also served as the general manager of Zoina Goldstone, where he was primarily responsible for its overall management.

Mr. Cong has over 13 years of experience in the PRC industrial park development and management industry and he has accumulated extensive knowledge in industrial park development and operation business. From April 2007 to December 2013, Mr. Cong served as the general manager of market planning center of Beijing Liandong Investment Group Co., Ltd. (北京聯東投資(集團)有限公司)(“Beijing Liandong”), an industrial park development and management company, where he was primarily responsible for overseeing the overall management of market planning center. From January 2014 to April 2014, Mr. Cong served as the vice president of Jinlian Real Property Group Co., Ltd. (錦聯控股集團有限公司), an industrial park development and management company, where he was in charge of the investment, development, leasing, operation and property management of industrial parks. Later in 2014, Mr. Cong also subsequently served as a deputy general manager of Zhongke Jiahua Investment Co., Ltd. (中科嘉華投資有限公司), an industrial park investment and management company, where he was primarily responsible investment, development and management of industrial parks.

Mr. Cong obtained a bachelor’s degree in mine construction from Liaoning University of Engineering and Technology (formerly known as Fuxin Mining Institute) (遼寧工程技術大學(原阜新礦業學院)) in the PRC in July 1995. Mr. Cong has been certified as a senior engineer (高級工程師) by China Railway Construction Corporation (中國鐵道建築總公司) since December 2005.

Non-executive Directors

Mr. Qian Jun (錢軍), aged [43], was appointed as our non-executive Director on May 6, 2021 and is responsible for providing guidance and formulation of business strategies for the overall development of our Group.

Mr. Qian has more than 21 years of experience in accounting and finance. From July 1999 to December 2007, Mr. Qian served as a financial manager at Zhongnan Holding, where he was primarily responsible for accounting and financial management. From January 2008 to May 2015, Mr. Qian served as a vice president at Jiangsu Zhongnan Construction Industry Group Co., Ltd. (江蘇中南建築產業集團有限責任公司), where he was primarily responsible for financial accounting, budgeting and management. From April 2015 to March 2017, Mr. Qian served as the director of finance of Zhongnan Construction and from May 2017 to April 2018, he concurrently served as a director of Zhongnan Construction, where he was primarily responsible for financial accounting, budgeting and management. Since May 2018, Mr. Qian has been serving as the chairman of the supervisory board of Zhongnan Construction and is primarily responsible for supervision and auditing of the company.

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Mr. Qian obtained a diploma in construction financial accounting in June 1999 and a diploma in accountancy in January 2008 through distance learning from Yangzhou University (揚州大學) in the PRC, respectively. Mr. Qian also obtained a master’s degree in accountancy from Fudan University (復旦大學) in the PRC in December 2010.

Mr. Cao Yongzhong (曹永忠), aged [52], was appointed as our non-executive Director on May 6, 2021 and is responsible for providing guidance and formulation of business strategies for the overall development of our Group.

From February 2004 to February 2005, Mr. Cao served as the general manager at Beijing Zhongnan Jincheng Real Estate Development Co., Ltd. (北京中南錦城房地產開發有限公司), where he was primarily responsible for its overall operation and management. From April 2005 to February 2008, Mr. Cao served as a deputy general manager of Nantong Zhongnan New World Center Development Co., Ltd. (南通中南新世界中心開發有限公司), where he was responsible for marketing, early stage preparation of projects, human resources, administration and contracts, assisting the general manager with overall management of the company and the development project of the Nantong central business district (CBD). From March 2008 to March 2014, Mr. Cao was promoted to the general manager of Nantong Zhongnan New World Center Development Co., Ltd. (南通中南新世界中心開發有限公司), where he was responsible for its overall management and the development project of the Nantong CBD. From March 2014 to February 2017, Mr. Cao served as a vice president at Zhongnan Holding, where he was primarily responsible for overseeing human resources management, branding and company culture. From March 2017 to February 2020, Mr. Cao served as the chairman of the board and the general manager of a central Jiangsu regional company at Zhongnan Construction, where he was primarily responsible for the overall management of central Jiangsu province. Since March 2020, Mr. Cao has served as a senior vice president at Zhongnan Holding, where he is primarily responsible for overseeing human resources management, branding and company culture.

Mr. Cao obtained a diploma in Chinese literature from Nanjing Normal University (南京師範大學) in the PRC in December 1995 and also obtained a master’s degree in business administration from Fudan University (復旦大學) in the PRC in January 2007.

Mr. Li Xiaohui (李曉輝), aged [31], was appointed as our non-executive Director on May 6, 2021 and is responsible for providing guidance and formulation of business strategies for the overall development of our Group.

From August 2012 to July 2015, Mr. Li served as a civil engineer at Zhongnan Construction, where he was primarily responsible for on-site construction organization and project acceptance. Since July 2015, Mr. Li has worked at Zhongnan Holding with his current positions as the secretary and assistant of the chairman and the vice president, where he is primarily responsible for the daily work arrangement for the chairman and coordination with directors regarding company’s strategic research and reform plans.

Mr. Li obtained a bachelor’s degree in civil engineering from Ji’nan University (濟南大學) in the PRC in June 2012. He is also pursuing a master’s degree in business management from Fudan University (復旦大學) in the PRC since September 2020.

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Independent non-executive Directors

Ms. Leung Bik San (梁碧珊), aged [50], was appointed as our independent non-executive Director on [●], 2021 and is responsible for providing independent advice on the operations and management of our Group.

Ms. Leung has over 28 years of experience in capital market, regulatory and compliance and corporate finance. From February 1993 to January 1997, Ms. Leung served as an audit supervisor at Grant Thornton Hong Kong, an accounting firm, where she was primarily responsible for providing audit services. From January 1997 to April 2001, Ms. Leung served as a manager at KPMG, an international accounting firm, where she was primarily responsible for audit management and financial reports. From April 2001 to October 2009, Ms. Leung served as a chief operating officer, a director and a responsible officer licensed with the SFC at Fox-Pitt Kelton (Asia) Limited, an investment bank, where she was primarily responsible for overseeing the business operation and financial management. From November 2009 to December 2012, Ms. Leung served as a chief operating officer, a director and a responsible officer licensed with the SFC at Keefe, Bruyette & Woods Asia Limited, an investment bank, where she was primarily responsible for overseeing the overall operations and formulating business strategies. Since January 2013, Ms. Leung has served as a chief financial officer, a director and a responsible officer licensed with the SFC at Canaccord Genuity Hong Kong, an financial service provider, where she is primarily responsible for the overall financial management and operational management of the Hong Kong office.

Ms. Leung obtained a bachelor’s degree in commerce from the University of New South Wales in Australia in April 1993 and a master’s degree in business administration through distance learning from Warwick Business School in the United Kingdom in June 2009. Ms. Leung was certified as a certified public accountant of the CPA Australia in May 1996 and a member of the Hong Kong Institute of Certified Public Accountants September 1996.

Mr. Chung Chi Kin Kenneth (鍾子健), aged [40], was appointed as our independent non-executive Director on [●], 2021 and is responsible for providing independent advice on the operations and management of our Group.

Mr. Chung has over 18 years of capital market experiences and accumulated extensive knowledge and expertise in investment banking, corporate finance, venture investment, accounting and finance. From September 2002 to January 2008, Mr. Chung worked at the audit department of Deloitte Touche Tohmatsu, an international accounting firm, where his last position held was manager and he was primarily responsible for various audit engagements. From January 2008 to December 2016, Mr. Chung served in senior capacities in various investment banks mainly responsible for various corporate finance transactions. From January 2008 to November 2010, Mr. Chung worked at the corporate finance department of Haitong International Capital Limited (formerly known as Taifook Capital Limited) where his last position held was senior manager. From November 2010 to April 2011, Mr. Chung worked at Piper Jaffray Asia Limited as an investment banking associate. From April 2011 to March 2016, Mr. Chung held various positions at the corporate finance department, the technology, media and telecommunications (TMT) department and the global coverage division of BOCI Asia Limited where his last position held was the director. From March 2016 to December 2016, Mr. Chung held the position of director of corporate finance division at CCB International Capital

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Limited. Since March 2017, Mr. Chung has served as the partner of SQ Capital Partners Group Limited which is primarily engaged in venture investment and advisory services for private technology companies in Asia.

Mr. Chung obtained a bachelor of business administration degree in accounting and finance from the Hong Kong University of Science and Technology in November 2002 and a master of laws degree in Chinese business law from the Chinese University of Hong Kong in November 2012. Mr. Chung was admitted as a member and a fellow of the Association of Chartered Certified Accountants in August 2006 and August 2011, respectively.

Mr. Wu Zijing (吳梓境), aged [36], was appointed as our independent non-executive Director on [●], 2021 and is responsible for providing independent advice on the operations and management of our Group.

From July 2010 to July 2017, Mr. Wu served as a deputy general manager of Beijing Yingding Education Technology Co., Ltd (北京贏鼎教育科技股份有限公司), an education company listed on the National Equities Exchange and Quotations System (stock code: 833173), where he was primarily responsible for establishing marketing system and equity financing. Since June 2018, after obtaining his doctoral degree, Mr. Wu has served as a post-doctorate at Peking University (北京大學), where he was primarily responsible for lecturing and theoretical research. Since July 2019, Mr. Wu has served as an independent director at Zhejiang Xinyong Bio-chemical Co., Ltd (浙江鑫甬生物化工股份有限公司), an acrylamide monomers and polyacrylamide functional polymers research and development, production and sales company which was delisted from the National Equities Exchange and Quotations System in December 2016 (previous stock code: 832758) and subsequently applied for listing on the ChiNex of Shenzhen Stock Exchange in July 2020, where he was primarily responsible for providing independent advice on the operations, management and internal control of the company.

Mr. Wu obtained a bachelor’s degree in law and human resources management and a master’s degree in land resource management from Beijing Normal University (北京師範大學)in the PRC in July 2007 and June 2010, respectively. Mr. Wu also obtained a doctoral degree in management from Beijing Normal University (北京師範大學) in the PRC in June 2018.

Disclosure pursuant to Rule 13.51(2) of the Listing Rules

Save as disclosed above, none of our Directors have held any other directorships in listed companies during the three years immediately preceding the date of this document. There is no other information relating to the relationship of any of our Directors with other Directors and senior management officers that should be disclosed pursuant to Rule 13.51(2) or paragraph 41(3) of Appendix 1A of the Listing Rules.

In March 2019, Zhongnan Construction, a real estate company listed on the Shenzhen Stock Exchange (stock code: SZ.000961), was found by the Shenzhen Stock Exchange to have breached certain provisions of the Stock Listing Rules of the Shenzhen Stock Exchange due to its delay in disclosing a major transaction and in holding the necessary general meeting to approve such transaction (the “Incident”). Each of our executive Director Mr. Chen, in his capacity as the chairman of the board and the general manager of Zhongnan Construction and our Non-executive Director Mr. Qian Jun, in his capacity as the then chief financial officer of

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Zhongnan Construction, was found to have breached Article 1.4 and Article 3.1.5 of the Stock Listing Rules of the Shenzhen Stock Exchange (2014 Revision) and Article 1.4 and Article 3.1.5 of the Stock Listing Rules of the Shenzhen Stock Exchange (2018 November Revision) in failing to discharge his fiduciary duty to the best of his ability with respect to the Incident. As a result, the Shenzhen Stock Exchange imposed a penalty on Mr. Chen and Mr. Qian Jun in the form of publication of a notice of criticism against them, in which the Incident was disclosed together with criticism on Zhongnan Construction and certain of its other personnel.

Save as disclosed herein, to the best of the knowledge, information and belief of our Directors having made all reasonable inquiries, there was no other matter with respect to the appointment of our Directors that needed to be brought to the attention of our Shareholders and there was no information relating to our Directors that was required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules as of the Latest Practicable Date.

SENIOR MANAGEMENT

Mr. Li Jin (李勁), aged [53], joined our Group on April 2, 2018 as the vice president of engineering and was primarily responsible for projects construction management. In February 2019, Mr. Li has been promoted to the executive vice president of our Group and is primarily responsible for the overall operational management of industrial park projects of our Group.

Mr. Li has over 30 years of experience in the PRC real estate industry. Prior to joining our Group, Mr. Li commenced his career since December 1990 as a cadre at Beijing No. 6 Residential Construction Engineering Corporation (北京第六住宅建築工程公司), where he was responsible for construction works and management. Subsequently, from August 1992, Mr. Li served as an assistant engineer at Jingchao Urban & Rural Construction and Development Company (京朝城鄉建設開發公司), a real estate development company, where he was mainly responsible for the engineering aspects of construction and development projects. From June 1998 to January 2001, Mr. Li served as an engineer at China International Engineering Design & Consult Co., Ltd. (中外建工程設計與顧問有限公司), a construction and design company, and later from December 2000, Mr. Li worked at China Construction International Co., Ltd. (中國對外建設有限公司), a construction general contracting and real estate development company, where he served as an architect until November 2005. From April 2005 to December 2006, he was also appointed as a Beijing construction project bid evaluation expert by the Beijing Municipal Construction Commission (北京市建設委員會) primarily responsible for bid evaluation of construction projects. From March 2006 to November 2008, Mr. Li worked at Zhongji Construction Group Co., Ltd. (中集建設集團有限公司), a construction general contracting company, and later from December 2008 to January 2014, Mr. Li successively worked at Beijing Liandong Jinqiao Real Estate Co., Ltd. (北京聯東金橋置業有限責任公司) and Beijing Liandong International Property Management Co., Ltd. (北京聯東物業管理股份有限公司). In 2012, Mr. Li also served as the general manager of Wuxi Liandong Development Investment Co., Ltd. (無錫市聯東開發投資有限公司), where he was primarily responsible for its overall operational management and strategic planning. From May 2014 to March 2018, he worked at Hanfor Chengkai Investment Co., Ltd (漢富城開投資有限公司), an industrial park construction and development company, where he served as the general manager and was responsible for its overall operation and management.

Mr. Li obtained a bachelor’s degree in industrial and civil construction from China University of Mining and Technology (中國礦業大學) in the PRC in July 1990. Mr. Li has been

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Mr. Zhou Lei (周磊), aged [34], joined our Group on December 1, 2017 as a vice president and was primarily responsible for strategic planning, human resources and administration, legal affairs and auditing. In December 2018, Mr. Zhou was promoted to the senior vice president of the Group, where he is responsible for overall management of the strategic branding, human resources, administration and legal affairs of our Group. Since January 2020, Mr. Zhou has also served as a supervisor of Zoina Goldstone, where he was primarily responsible for supervision of its operation and management.

Prior to joining our Group, from July 2009 to March 2011, Mr. Zhou served as a technician of the Nantong branch of the Nantong general contractor of Zhongnan Construction Industry Group Co., Ltd. (中南建築產業集團南通總承包公司南通分公司), a construction company, where he was mainly responsible for construction setting out, documentation and technical guidance. From March 2011 to March 2012, Mr. Zhou served as a director of the strategic planning center of Zhongnan Holding, where he was primarily responsible for group system review and business management research. From March 2012 to July 2014, Mr. Zhou served as a secretary of the board office of Zhongnan Holding, where he was primarily responsible for convening conferences and administrative affairs. In July 2014, Mr. Zhou was promoted as a deputy director of the board office of Zhongnan Holding and was further promoted as the director of the board office of Zhongnan Holding in December 2015. Subsequently in May 2016, Mr. Zhou was appointed as the special assistant of the board office, while serving concurrently as the director of the board office until December 2017. For the aforementioned two positions, Mr. Zhou was mainly responsible for assisting the chairman regarding the communication with various industry groups and the overall management and schedule planning of the board office.

Mr. Zhou obtained a diploma in project cost from City College of Science and Technology Chongqing University (重慶大學城市科技學院) in the PRC in June 2009. He is also pursuing an executive master’s degree of business administration from Fudan University (復旦大學)inthe PRC and is expected to graduate in June 2021.

Mr. Zhang Jun (章鈞), aged [40], joined our Group on May 23, 2018 as the vice president of finance and was promoted to the senior vice president in January 2021. Mr. Zhang has been appointed as our chief financial officer in April 2021 and is primarily responsible for the overall financial operation and management of our Group. He was also appointed as one of our joint company secretaries on May 6, 2021.

Mr. Zhang has over 16 years of experience in financial management and has accumulated extensive expertise. Prior to joining our group, Mr. Zhang commenced his career in March 2005 at Shanghai Vanke Enterprise Co., Ltd. (上海萬科企業有限公司) (formerly known as Shanghai Vanke Property Co., Ltd. (上海萬科房地產有限公司)), a subsidiary of China Vanke Co., Ltd. (萬科企業股份有限公司) which is a real estate development company listed on the Main Board of the Shenzhen Stock Exchange (stock code: 000002) and on the Main Board of the Stock Exchange (stock code: 2202). Later from June 2009 to August 2011, Mr. Zhang worked at Shanghai Shimao Investment Management Co., Ltd. (上海世茂投資管理有限公司), a subsidiary of Shimao Group Holdings Limited (世茂集團控股有限公司) which is a real estate development

– 267 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. DIRECTORS AND SENIOR MANAGEMENT company listed on the Main Board of the Stock Exchange (stock code: 0813), where he served as a finance manager and was primarily responsible for the financial management of multiple project companies. From September 2011 to February 2013, Mr. Zhang served as the director of finance of Shanghai Zhushengyuan Real Estate Co., Ltd (上海竹勝園地產有限公司), a real estate development company and a subsidiary of Sany Group Company Limited (三一集團有限公司), where he was primarily responsible for the overall financial management of the division. From March 2013 to March 2018, Mr. Zhang served as the deputy general manager of finance of the Shanghai branch of Seazen Group Limited (新城發展控股有限公司上海分公司), a real estate development company listed on the Main Board of the Stock Exchange (stock code: 1030), where he was primarily responsible for the financial management of listed companies.

Mr. Zhang obtained a bachelor’s degree in finance and a master’s degree in accounting from Shanghai University of Finance and Economics (上海財經大學) in the PRC in July 2001 and March 2005, respectively.

Mr. Li Zhigang (李志剛), aged [46], joined our Group on March 8, 2018 as the vice president of investment and is primarily responsible for the overall management of investment development, strategy, planning and execution of our Group.

Mr. Li has over 24 years of experience in the PRC real estate industry. Prior to joining our Group, from September 1996 to July 2006, Mr. Li served as a manager of the marketing department of Shangdong Zhongluan Property Co., Ltd. (山東中鑾置業有限公司) (formerly known as Ji’nan Jinluan Real Estate Development Limited Company (濟南金鑾房地產開發有限責任公司)), a real estate development company, where he was primarily responsible for the investment and preliminary preparations of real estate projects. From June 2008 to March 2010, Mr. Li served as a senior manager of the development department of the Hebei branch of Risesun Real Estate Development Co., Ltd. (榮盛房地產發展股份有限公司), a real estate development company listed on the Main Board of the Shenzhen Stock Exchange (stock code: 002146), where he was primarily responsible for development of real estate projects. Later in 2010, Mr. Li served as a vice president of the development department of Shandong Maochang Century Investment Co., Ltd. (山東茂昌世紀投資有限公司), a real estate and industrial park development company, where he was primarily responsible for land development projects in Tai’an and Linyi. From August 2011 to September 2013, Mr. Li served as a deputy general manager of the investment department of Beijing Liangdong, an industrial park development and operation company, where he was primarily responsible for land expansion work for national industrial park projects. From September 2013 to February 2018, Mr. Li successively served as the general manager of Shandong area and Tianjing area at Beijing Liandong, where he was primarily responsible for the operations and management, promotion, construction and investment expansion of regional industrial park projects.

Mr. Li obtained a diploma in economic information management from Shandong University (山東大學) in the PRC in July 1996 and a master’s degree in business administration from Nankai University (南開大學) in the PRC in July 2008.

Mr. Chen Zhi (陳治), aged [35], joined our Group on April 17, 2017 and was promoted to the vice president of marketing on February 15, 2019. He is primarily responsible for the overall business promotion and marketing of our Group.

Prior to joining our Group, from March 2016 to April 2017, Mr. Chen served as a person-in-charge of marketing of Poly Wuhan Real Estate Development Co., Ltd. (保利(武漢)房

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地產開發有限公司), a real estate company, where he was primarily responsible for branding, market research, project planning and sales.

Mr. Chen obtained a bachelor’s degree in real estate management from Central China Normal University (華中師範大學) in the PRC in June 2008 and a master’s degree in business administration from Shanghai Jiao Tong University (上海交通大學) in the PRC in June 2017.

JOINT COMPANY SECRETARIES

Mr. Zhang Jun (章鈞), our chief financial officer, was appointed as one of our joint company secretaries on May 6, 2021. For the biographical details of Mr. Zhang, See “Senior Management—Mr. Zhang Jun (章鈞)” in this section.

Ms. Lee Shuk Man (李淑敏), aged [31], was appointed as one of our joint company secretaries on May 6, 2021. Ms. Lee is an assistant manager of SWCS Corporate Services Group (Hong Kong) Limited. She has over eight years of experience in corporate secretarial field. She is an associate member of both The Hong Kong Institute of Chartered Secretaries and The Chartered Governance Institute since 2019. In addition, she holds a bachelor of social science degree from the Chinese University of Hong Kong.

We [have] applied for, and the Stock Exchange [has granted], a waiver from strict compliance with the requirements of Rules 3.28 and 8.17 of the Listing Rules in relation to company secretary. For details, see the section head “Waivers from Strict Compliance with the Requirement under the Listing Rules—Joint Company Secretaries.”

BOARD COMMITTEES

Our Board has established the an audit committee, a remuneration committee, a nomination committee and a strategic development committee and delegated various responsibilities to these committees, which assist our Board in discharging its duties and overseeing particular aspects of our Group’s activities.

Audit committee

Our Group established an audit committee on [●], 2021 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the Corporate Governance Code (the “CG Code”) as set out in Appendix 14 to the Listing Rules. The audit committee consists of three members, namely, Ms. Leung Bik San, Mr. Chung Chi Kin Kenneth and Mr. Li Xiaohui. Ms. Leung Bik San has been appointed as the chairwoman of the audit committee as she has the appropriate professional qualifications or related financial management expertise as required under Rule 3.10(2) of the Listing Rules.

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

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Remuneration committee

Our Group established a remuneration committee on [●], 2021 with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the CG Code as set out in Appendix 14 to the Listing Rules. The remuneration committee consists of three members, namely Mr. Chung Chi Kin Kenneth, Mr. Wu Zijing and Mr. Cao Yongzhong. Mr. Chung Chi Kin Kenneth has been appointed as the chairman of the remuneration committee.

The primary duties of the remuneration committee include, but are not limited to (i) establishing, reviewing and providing advices to our Board on our policy and structure concerning remuneration of our Directors and senior management and on the establishment of a formal and transparent procedure for developing policies concerning such remuneration; (ii) determining the terms of the specific remuneration package of each Director and senior management member; and (iii) reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by our Directors from time to time.

Nomination committee

Our Group established a nomination committee on [●], 2021 with written terms of reference in compliance with paragraph A.5 of the CG Code as set out in Appendix 14 to the Listing Rules. The nomination committee consists of three members, namely Mr. Chen Jinshi, Mr. Chung Chi Kin Kenneth, and Mr. Wu Zijing. Mr. Chen Jinshi has been appointed as the chairman of the nomination committee.

The primary duties of the nomination committee include, but are not limited to, (i) reviewing the structure, size and composition of our Board on a regular basis and making recommendations to our Board regarding any proposed changes to the composition of our Board; (ii) identifying, selecting or making recommendations to our Board on the selection of individuals nominated for directorship, and ensuring the diversity of our Board members; (iii) assessing the independence of our independent non-executive Directors; and (iv) making recommendations to our Board on relevant matters relating to the appointment, re-appointment and removal of our Directors and succession planning for our Directors.

Strategic development committee

Our Group established a strategic development committee on [●] and the Board has adopted the terms of reference for the strategic development committee. The strategic development committee has five members, namely Mr. Chen Jinshi, Mr. Cao Weihua, Mr. Cong Xuefeng, Mr. Li Xiaohui and Mr. Wu Zijing. Mr. Chen Jinshi has been appointed as the chairman of the strategic development committee.

The primary duties of the strategic development committee are to review and advise the mid to long term strategic positioning, development plans and investment decisions of the Company and make recommendations to the Board, to monitor and review the implementations of strategic plans, to advise on major investment projects, merger and acquisitions or any other material matters which will affect the Company’s long term development.

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CORPORATE GOVERNANCE

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

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

BOARD DIVERSITY POLICY

Our Board has adopted a board diversity policy which sets out the objective and approach to achieve diversity of our Board. Our Group recognizes the benefits of having a diversified Board and sees increasing diversity at the Board level as an essential element in supporting the attainment of our Group’s strategic objectives and sustainable development. Our Group seeks to achieve diversity of our Board through the consideration of a number of factors, including but not limited to professional experience, skills, knowledge, education background, gender, age and ethnicity. Our Directors have a balanced mix of experiences, including overall management, real estate construction, development and operation, government, regulatory and compliance, investment banking and capital markets, finance, auditing and accounting experiences. Furthermore, the ages of our Directors range from [31] years old to [58] years old. While our Group recognizes that the gender diversity at the Board level can be improved given its current composition of eight male and one female, our Group will continue to apply the principle of appointments based on merits with reference to our board diversity policy as a whole and our Group will continue to take steps to promote gender diversity at all levels of our Company.

After [REDACTED], the nomination committee will review the board diversity policy and its implementation from time to time to ensure its implementation and monitor its continued effectiveness, and the same will be disclosed in our corporate governance report in accordance with the Listing Rules after [REDACTED].

COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

Our Directors and members of our senior management receive compensation from our Company in the form of fees, salaries, bonuses and other benefits in kind such as contributions to pension plans. The aggregate remuneration (including fees, salaries, contributions to pension schemes, bonus, share-based payments, retirement benefits scheme, allowance and other benefits in kind) paid to our Directors for the years ended December 31, 2018, 2019 and 2020 was approximately RMB2.1 million, RMB2.6 million and RMB17.4 million, respectively. Save as disclosed above, no other amounts have been paid or are payable by any member of our Group to our Directors during the Track Record Period.

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The five highest paid individuals for the years ended December 31, 2018, 2019 and 2020 included one, one and one Director respectively. The aggregate amount of fees, salaries, contributions to pension schemes, bonus, share-based payments, retirement benefits scheme, allowance and other benefits in kind paid to our five highest paid individuals in respect of the years ended December 31, 2018, 2019 and 2020 was approximately RMB5.9 million, RMB8.0 million and RMB36.1 million, respectively.

No remuneration was paid by us to our Directors or the five highest paid individuals as an inducement to join or upon joining us or as a compensation for loss of office in respect of the years ended December 31, 2018, 2019 and 2020. Further, none of our Directors had waived or agreed to waive any remuneration during the same periods.

Under the arrangement currently in force, the aggregate remuneration (including fees, salaries, contributions to pension schemes, bonus, share-based payments, retirement benefits scheme, allowances and other benefits in kind) of our Directors for the year ending December 31, 2021 is estimated to be no more than RMB35.55 million. Our Board will review and determine the remuneration and compensation packages of our Directors and senior management and, following the [REDACTED], will receive recommendation from the Remuneration Committee which will take into account salaries paid by comparable companies, time commitment and responsibilities of our Directors and performance of our Group.

COMPLIANCE ADVISOR

Our Company has appointed China Industrial Securities International Capital Limited as our compliance advisor pursuant to Rule 3A.19 of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, our compliance advisor will advise our Company in the following circumstances:

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

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

• where our Company proposes to use the [REDACTED]ofthe[REDACTED]ina manner different from that detailed in this document or where our business activities, developments or results deviate from any forecast, estimate or other information in this document; and

• where the Stock Exchange makes an inquiry of our Company under Rule 13.10 of the Listing Rules.

The term of the appointment of our compliance advisor shall commence on the [REDACTED] and end on the date on which our Company distribute our annual report in respect of our financial results for the first full financial year commencing after the [REDACTED].

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SUBSTANTIAL SHAREHOLDERS

So far as our Directors are aware, the following persons will, immediately prior to and following the completion of the [REDACTED] and the [REDACTED] (without taking into account any Shares which may be issued pursuant to the exercise of the [REDACTED]), have interests or short positions in our Shares or underlying Shares, which would be required to be disclosed to us under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly interested in 10% or more of the issued voting shares of our Company.

Shares held as of the date of this document immediately prior to the Shares held immediately following completion of the [REDACTED] and the completion of the [REDACTED] Name of Shareholder Nature of interest the [REDACTED](1) and the [REDACTED](1) Approximate Approximate Number Percentage Number Percentage

ChenJins Holdings(2) ...... Beneficial owner 159,840 Shares 39.9600% [REDACTED] Shares (L) [REDACTED] (L)

ChenJs Holdings (2) ...... Interest in a controlled 159,840 Shares 39.9600% [REDACTED] Shares (L) [REDACTED] corporation (L)

ChenJshi Holdings (3) ...... Beneficial owner 143,856 Shares 35.9639% [REDACTED] Shares (L) [REDACTED] (L)

Zoina Chen Limited Partnership(4) . . Beneficial owner 47,952 Shares 11.9880% [REDACTED] Shares (L) [REDACTED] (L)

JsChen Holdings Limited(4) ...... Interest in a controlled 47,952 Shares 11.9880% [REDACTED] Shares (L) [REDACTED] corporation (L)

Mr. Chen (2)(3)(4) ...... Interest in controlled 351,648 Shares 87.9120% [REDACTED] Shares (L) [REDACTED] corporations (L)

Ms. Lu Yaxing (陸亞行) (5) ...... Interest of spouse 351,648 Shares 87.9120% [REDACTED] Shares (L) [REDACTED] (L)

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Notes:

(1) The letter “L” denotes a long position in our Shares.

(2) ChenJins Holdings is wholly owned by ChenJs Holdings, which in turn is wholly owned by Mr. Chen. By virtue of the SFO, each of ChenJs Holdings and Mr. Chen is deemed to be interested in the Shares in which ChenJins Holdings is interested.

(3) ChenJshi Holdings is wholly owned by Mr. Chen. By virtue of the SFO, Mr. Chen is deemed to be interested in the Shares in which ChenJins Holdings is interested.

(4) Zoina Chen Limited Partnership is a limited partnership incorporated in the BVI. The general partner of Zoina Chen Limited Partnership is JsChen Holdings Limited which in turn is wholly owned by Mr. Chen. By virtue of the SFO, each of JsChen Holdings and Mr. Chen is deemed to be interested in the Shares in which Zoina Chen Limited Partnership is interested.

(5) Ms. Lu Yaxing (陸亞行), the spouse of Mr. Chen, is deemed to be interested in all the Shares that Mr. Chen is interested in by virtue of the SFO.

If the [REDACTED] is fully exercised, the interest of each of ChenJins Holdings, ChenJs Holdings, ChenJshi Holdings, Zoina Chen Limited Partnership, JsChen Holdings, Mr. Chen and Ms. Lu Yaxing (陸亞行) in our Shares will be approximately [REDACTED], [REDACTED], [REDACTED], [REDACTED], [REDACTED], [REDACTED] and [REDACTED], respectively.

Except as disclosed above and in the section headed “Statutory and General Information—C. Further Information about our Directors and Substantial Shareholders” in Appendix V to this document, our Directors are not aware of any person who will, immediately following the completion of the [REDACTED] and the [REDACTED] (without taking into account any Shares which may be issued pursuant to the exercise of the [REDACTED]), have beneficial interests or short positions in any Shares or underlying Shares, which would be required to be disclosed to us under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly interested in 10% or more of the issued voting shares of any member of our Group. Our Directors are not aware of any arrangement which may at a subsequent date result in a change of control of our Company.

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The following is a description of the authorized and issued share capital of our Company in issue and to be issued as fully paid or credited as fully paid immediately before and following the completion of the [REDACTED] and the [REDACTED] (without taking into account any Shares which may be issued upon the exercise of the [REDACTED]):

Nominal value (HK$)

Authorized share capital: [10,000,000,000] Shares of HK$0.01 each [100,000,000]

Issued and to be issued, fully paid or credited as fully paid: 400,000 Shares in issue as of the date of this document 4,000 [REDACTED] Shares to be issued pursuant to the [REDACTED][REDACTED] [REDACTED] Shares to be issued under the [REDACTED][REDACTED]

[REDACTED] Total [REDACTED]

ASSUMPTIONS

The above table assumes that the [REDACTED] becomes unconditional and the issue of Shares pursuant to the [REDACTED] and the [REDACTED] are made. It takes no account of any Shares which may be issued pursuant to the exercise of the [REDACTED] or any Shares which may be issued or bought back by us pursuant to the general mandates granted to our Directors to issue or buy back Shares as described below.

RANKINGS

The [REDACTED] will be ordinary shares in the share capital of our Company and will carry the same rights in all respects with all Shares in issue or to be issued as mentioned in this document and, in particular, will rank in full for all dividends or other distributions declared, made or paid on the Shares in respect of a record date which falls after the date of this document save for the entitlement under the [REDACTED].

GENERAL MANDATE TO ISSUE AND ALLOT SHARES

Subject to the [REDACTED] becoming unconditional, our Directors [have been granted] a general mandate to issue, allot and deal with Shares in the share capital of our Company with a total number of issued shares of not more than the sum of:

(1) 20% of the total number of Shares in issue immediately following the completion of the [REDACTED] and the [REDACTED] (excluding Shares which may be issued and allotted pursuant to the exercise of the [REDACTED]); and

(2) the total number of Shares bought back by our Company (if any) pursuant to the general mandate to buy back Shares granted to our Directors referred to below.

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Our Directors may, in addition to the Shares which they are authorized to issue under this general mandate, issue, allot or deal with Shares under a rights issue, scrip dividend scheme or similar arrangement.

This general mandate will remain in effect until the earliest of:

(i) the conclusion of the next annual general meeting of our Company; or

(ii) the expiration of the period within the next annual general meeting of our Company is required by the Articles or any applicable laws to be held; or

(iii) the date on which such general mandate is varied or revoked by an ordinary resolution of our Shareholders in general meeting.

See “Statutory and General Information—A. Further information about our Company—4. Written resolutions of our Shareholders passed on [●], 2021” in Appendix V to this document for further information on this general mandate.

GENERAL MANDATE TO BUY BACK SHARES

Subject to the [REDACTED] becoming unconditional, our Directors [have been granted] a general mandate to exercise all the powers of our Company to buy back Shares with a total number of Shares of not more than [REDACTED] of the total number of Shares in issue immediately following the completion of the [REDACTED] and the [REDACTED] (excluding Shares which may be issued and allotted pursuant to the exercise of the [REDACTED]).

This mandate only relates to buybacks made on the Stock Exchange or any other stock exchange on which the Shares are listed (and which is recognized by the SFC and the Stock Exchange for this purpose), and which are in accordance with the Listing Rules. A summary of the relevant Listing Rules is set out in “Statutory and General Information—A. Further information about our Company—6. Buyback by our Company of our own securities” in Appendix V to this document.

This general mandate to buy back Shares will remain in effect until the earliest of:

(i) the conclusion of the next annual general meeting of the Company; or

(ii) the expiration of the period within which the next annual general meeting of our Company is required by the Articles or any applicable laws to be held; or

(iii) the date on which such general mandate is varied or revoked by an ordinary resolution of our Shareholders in general meeting.

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CIRCUMSTANCES UNDER WHICH GENERAL MEETING AND CLASS MEETING ARE REQUIRED

Our Company has only one class of Shares, namely ordinary shares, each of which carries the same rights as the other Shares.

As a matter of the Cayman Islands Companies Act, an exempted company is not required by law to hold any general meeting or class meeting. The holding of general meeting or class meeting is prescribed under the articles of association of a company. Accordingly, our Company will hold general meetings as prescribed under the Articles, a summary of which is set out in “Summary of the Constitution of the Company and the Cayman Islands Company Law” in Appendix IV to this document.

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The following discussion of our financial condition and results of operations should be read in conjunction with our audited combined financial information as of, and for the years ended, December 31, 2018, 2019 and 2020 and, in each case, the related notes set out in the “Accountants’ Report” included as Appendix I to this document. Our combined financial information has been prepared in accordance with IFRS, which may differ in material aspects from generally accepted accounting principles in other jurisdictions. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties. Our actual results and timing of selected events could differ materially from those stated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in this document.

OVERVIEW

Our focus on manufacturing industry and our standardized operational model have led to our rapid growth during the Track Record Period. Our newly acquired industrial park projects grew from 12 in 2018 to 20 in 2019 and further to 30 in 2020. Our revenue increased significantly from RMB461.0 million in 2018 to RMB1,977.2 million in 2019, and further to RMB4,613.1 million in 2020, representing a CAGR of 216.3% from 2018 to 2020. Our gross profit increased significantly from RMB157.1 million in 2018 to RMB665.7 million in 2019, and further to RMB1,292.2 million in 2020, representing a CAGR of 186.8% from 2018 to 2020. According to the JLL Report, the annual growth rate of our revenue in 2020 ranked first among all listed manufacturing industrial park developers and operators in the PRC, and was much higher than the second-ranked peer.

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BASIS OF PRESENTATION

We were incorporated as an exempted company under the laws of the Cayman Islands on January 12, 2021. As disclosed in “History, Reorganization and Corporate Structure—Reorganization” in the document, our Company became the holding company of the companies now comprising our Group after the Reorganization. The companies now comprising our Group were under the common control of the Controlling Shareholder before and after the Reorganization. Accordingly, our historical financial information has been prepared on a combined basis by applying the principles of merger accounting as if the Reorganization had been completed at the beginning of the Track Record Period.

The combined statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of our Group for the Track Record Period include the results and cash flows of all companies now comprising our Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the Controlling Shareholder, where this is a shorter period. The combined statements of financial position of our Group as at December 31, 2018, 2019 and 2020 have been prepared to present the assets and liabilities of the subsidiaries and/or businesses using the existing book values from the Controlling Shareholder’s perspective. No adjustments are made to reflect fair values, or recognize any new assets or liabilities as a result of the Reorganization.

Equity interests in subsidiaries and/or businesses held by parties other than the Controlling Shareholders, and changes therein, prior to the Reorganization are presented as non-controlling interests in equity in applying the principles of merger accounting. Profit or loss is attributed to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. All intra-group transactions and balances have been eliminated on combination in full.

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KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business, results of operations and financial condition have been and will continue to be affected by a number of factors, many of which are beyond our control. See “Risk Factors.” Some of the key factors include, without limitation, the following:

Economic Conditions and Regulatory Environment in the PRC

The overall economic growth and urbanization in the cities and regions where we operate and intend to operate are expected to continue to impact our business and results of operations. The overall economic growth in the PRC and the rate of urbanization will continue to be affected by a number of macroeconomic factors, including changes in the global economy, as well as the macroeconomic, fiscal and monetary policies of the PRC Government. Such macroeconomic dynamics and policies have in the past affected, and are likely to continue to affect, the trends of property supply, demand and pricing in cities and regions where we operate and intend to operate. We are also especially sensitive to changes in the advanced manufacturing industry on which our existing industrial park projects concentrate and other industries in which our industrial park projects may expand into.

In addition, our business and results of operations have been, and will continue to be, significantly affected by government policies and regulations in the PRC, in particular those relating to the real estate industry and the manufacturing industry. The central and local governments’ policies and regulations relating to land grants, property pre-sales, real estate financing, taxation, zoning, building design and construction may impact our ability to acquire land parcels, our funding sources and our financing costs. However, we primarily focus on developing and operating industrial parks and are less susceptible to certain restrictive measures such as the regulations and restrictions on pre-sales. Furthermore, the target customers for our industrial parks are small- to mid-sized manufacturing enterprises, which account for a majority of the manufacturing enterprises in the PRC and are expected to receive regulatory and financial supports from governments for contributing to the transformation and upgrading of the manufacturing industry. See “Industry Overview—Overview of Manufacturing Industrial Park Development and Operation Market in the PRC” for further detail. Therefore, we believe that we are able to continue to benefit from macroeconomic growth and urbanization, as well as favorable government policies over our target customers.

Ability to Acquire Suitable Land at Reasonable Costs

We derive substantially all of our revenue from development and sales of our industrial parks. Therefore, our results of operation and financial condition depend significantly on the number of our projects and our GFA delivered, which in turn, depend on our ability to acquire land parcels suitable for industrial park development at reasonable costs. Under our expansion strategy, we base our business operations in the Yangtze River Delta Region, have successfully expanded into the Pearl River Delta Region and the Bohai Economic Rim and further expanded into some provincial capitals in the Central and Western China Region. To carry out our expansion strategy during the Track Record Period, we acquired land for our projects through the listing-for-sale process organized by the relevant local governments, auctions and public tenders. We also acquired or invested in third parties that possess land use rights over

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In addition to impacts on our business operations, we expect that the tightening land supply and intensified market competition for suitable land among property developers will lead to increased land acquisition costs, which could materially and adversely affect our results of operations, liquidity positions and financial condition. In order to participate in a public tender, auction and listing-for-sale processes, we are required to pay a deposit upfront, which amounted to RMB46.1 million, RMB56.9 million and RMB187.2 million as of December 31, 2018, 2019 and 2020, respectively. Such deposits typically represent a significant portion of the actual cost of the relevant land and we are typically required to settle the land premium within one year after signing the land grant contract, which have accelerated the timing of our payment for land acquisition costs and have had a significant impact on our cash flows. Our ability to control our land acquisition costs while carrying out our strategy significantly affects our results of operations and financial condition.

Construction Materials and Labor Costs

Construction costs, which primarily include costs of construction materials and labor, affect our results of operations. In 2018, 2019 and 2020, construction costs recognized in cost of sales were RMB234.0 million, RMB1,045.2 million and RMB2,627.7 million, accounting for 77.7%, 80.7% and 79.8% of our total cost of sales for property development and sales, respectively. We enter into agreements with general contractors for each project and the contractor fees primarily comprise construction material and labor costs. The agreement typically provides a price range for major construction materials, such as steel and cement. When the actual prices of these materials exceed the specified price range, we will be responsible for paying the portion beyond the upper limit in accordance with the terms of the agreement. In addition, average wage levels of construction workers have been increasing in recent years, which contribute to higher overall contractor fees and construction costs. If we are unable to successfully pass on such increase in construction costs to our customers by pricing our properties at a price level sufficient to cover all the increased costs, our profit margin could be impacted.

Availability and Cost of Financing

Our ability to secure sufficient funding for our development projects on commercially reasonable terms affects our business operations and financial performance. During the Track Record Period, we financed our operations primarily through capital contribution from shareholders, internally generated cash flow from the progress payments for customized development contracts and proceeds from the pre-sale, as well as external financings, such as bank and other borrowings. The majority of our projects are not subject to the pre-sale regulatory regimes, which are generally applicable to residential properties. See “Business—Marketing and Sales of Industrial Parks—Pre-sale” and “Regulatory

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Overview—Industrial Park and other Related Transaction—Measures Regarding the Supervision and Use of Pre-sale Proceeds.” However, the monetary regulations imposed by the PRC Government from time to time may affect our access to capital and cost of financing, especially those that restrict the ability and cost for real estate developers to obtain bank and other financing.

As of December 31, 2018, 2019 and 2020 and March 31, 2021, our bank and other borrowings amounted to RMB167.7 million, RMB951.5 million, RMB2,313.5 million and RMB2,809.1 million, respectively. See “—Indebtedness” and note 27 in the Accountants’ Report included in Appendix I to this document. The weighted average effective interest rates on our bank and other borrowings, calculated based on the borrowing costs for each of these loans divided by the total balances that were outstanding as of December 31, 2018, 2019 and 2020, were 8.2%, 7.2% and 6.4%, respectively. We may access both the international and domestic capital markets to diversify our financing sources, secure sufficient working capital and to support our business expansion. An increase in our finance costs could negatively affect our profitability and results of operations and the availability of financing will affect our ability to engage in our project development activities, which will adversely affect our results of operations.

Timing of Property Development, Sales and Delivery

The number of property projects that a developer can undertake during any particular period is limited due to substantial capital requirements for land acquisitions and property construction, as well as limitations on land supply. It could take several months for our projects to generate any cash inflow, and even longer to generate revenue after project completion and delivery to purchasers. In addition, we may experience unexpected delays in construction, regulatory approvals and other processes, which disrupt our project sales and delivery schedule. Delays in sales leads to longer liquidity exposure, while delays in delivery defers our ability to recognize revenue and affects our results of operations for a particular period. Our financial performance in terms of revenue and liquidity may therefore fluctuate significantly due to unexpected project delays. See “Risk Factors—Risks Relating to Our Business and Industry—Our business model on industrial park development and operation requires significant upfront capital expenditures and may involve longer periods to generate net cash inflows.”

Fair Value of Our Investment Properties

Property values are affected by, among others, rental income, supply of and demand for comparable properties, the rate of economic growth, interest rates, inflation, political and economic developments, construction costs and the timing of development of properties. We state our investment properties at fair value on our combined statements of financial position as non-current assets as of each financial statements date based on the valuations prepared by our property valuer, JLL, and record changes in fair value of investment properties in our combined statements of profit or loss and other comprehensive income. Property valuation involves the exercise of professional judgment and requires the use of certain bases and assumptions. The fair value of our investment properties may be higher or lower if the valuer uses a different set of bases and assumptions or if the valuation is conducted by another qualified independent professional valuer using the same or a different set of bases and assumptions.

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We recorded the value of investment properties of RMB86.9 million, RMB150.0 million and RMB455.0 million, respectively, as of December 31, 2018, 2019 and 2020. We recorded fair value gains on our investment properties of RMB25.7 million, RMB6.6 million and RMB33.0 million in 2018, 2019 and 2020, respectively. The fair value of our investment properties fluctuated during the Track Record Period, and may continue to fluctuate in the future in accordance with the prevailing property market conditions. Gains or losses arising from changes in the fair value of our investment properties may have a substantial effect on our profits. Any decrease in the fair value of our investment properties will adversely affect our profitability. In addition, increases in the fair value of investment properties are unrealized and do not generate any cash inflow to us until such investment properties are disposed of at considerations similar to the valuations. We may therefore experience higher profitability through increases in the fair value of investment properties without a corresponding improvement to our liquidity position, or vice versa. We cannot assure you that levels of the fair value gains on investment properties similar to those recognized during the Track Record Period can be sustained in the future.

The following table demonstrates the sensitivity of the fair value of completed investment properties during the Track Record Period to hypothetical changes in rental and capitalization rate, respectively:

Hypothetical Changes in fair value of completed investment properties changes in the input 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Rental 5% ...... 4,340 5.0 4,300 4.7 8,600 4.9 0% ...... – 0.0 – 0.0 – 0.0 –5% ...... (4,260) -5.0 (4,300) -4.7 (8,600) -4.9 Capitalization rate 5% ...... (3,380) -3.9 (3,600) -3.9 (6,700) -3.8 0% ...... – 0.0 – 0.0 – 0.0 –5% ...... 3,730 4.3 3,900 4.3 7,300 4.1

The following table demonstrates the sensitivity of the fair value of investment properties under development during the Track Record Period to hypothetical changes in construction cost incurred:

Changes in fair value of investment properties under Hypothetical development changes in the input 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

5% ...... – – 1,780 3.0 8,460 3.0 0% ...... – – – – – – –5% ...... – – (1,700) (2.9) (8,410) (3.0)

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CERTAIN SIGNIFICANT ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS

We have identified certain accounting policies which involve subjective assumptions and estimates as well as complex judgments relating to certain accounting items. We set forth below those accounting policies, estimates and judgments that we believe are significant to the preparation of our financial statements. The estimates and associated assumptions are based on our historical experience and other various factors that we believe are reasonable under the circumstances, the results of which form the basis of making judgments about matters that are not readily apparent from other sources. Our significant accounting policies are set forth in details in note 2.4 to the Accountants’ Report attached as Appendix I to this document.

Revenue Recognition

Revenue from Contracts with Customers

Revenue from contracts with customers is recognized when control of goods or services is transferred to the customers at an amount that reflects the consideration to which our Group expects to be entitled in exchange for those goods or services.

When the contract contains a financing component which provides the customer a significant benefit of financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between our Group and the customer at contract inception. When the contract contains a financing component which provides our Group a significant financial benefit for more than one year, revenue recognized under the contract includes the interest expense accreted on the contract liability under the effective interest method. For a contract where the period between the payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, using the practical expedient in IFRS 15.

(a) Development and sales of properties

Revenues are recognized when or as the control of the asset is transferred to the customer.

In determining the transaction price, our Group adjusts the promised amount of consideration for the effect of a financing component if it is significant.

For a property development and sales contract for which the control of the property is transferred at a point in time, revenue is recognized when the customer obtains the physical possession, or the legal title of the completed property and our Group has present right to payment and the collection of the consideration is probable.

(b) Provision of comprehensive industrial park operational services

Revenue from the provision of comprehensive industrial park operational services is recognized over the scheduled period on a straight-line basis because the customer simultaneously receives and consumes the benefits provided by us.

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Construction services mainly includes provision of the infrastructure development on access roads to our industrial parks and expansion of electricity capacity at our industrial parks according to the demand of local governments and our customers. Payment of the transaction is due after the acceptance of the services by the customer. Revenue from rendering of the services are recognised at the point in time when the services are rendered and accepted by the customers.

Revenue from Other Sources

Rental Income

Rental income is recognized on a time proportion basis over the lease terms.

Other income

Interest income is recognized on an accrual basis using the effective interest method by applying the rate that discounts the estimated future cash receipts over the expected life of the financial instrument of the net carrying amount of the financial asset.

Fair Value Measurement

Our Group measures our investment properties and bills receivable at fair value through other comprehensive income at fair value at the end of each year during the Track Record Period. 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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by our Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

Our Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

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All assets and liabilities for which fair value is measured or disclosed in the Historical Financial Information are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly

Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in our combined financial statements for the Track Record Period on a recurring basis, our Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each year during the Track Record Period.

Investment Properties

Investment properties are interests in land and buildings (including the leasehold interest under an operating lease for a property which would otherwise meet the definition of an investment property) held to earn rental income and/or for capital appreciation, rather than for use in the production or supply of goods or services or for administrative purposes; or for sale in the ordinary course of business. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the end of each year during the Track Record Period.

Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the year in which they arise.

Any gains or losses on the retirement or disposal of an investment property are recognized in profit or loss in the year of the retirement or disposal.

Properties under Development

Properties under development are intended to be held for sale after completion.

Properties under development are stated at the lower of cost comprising land costs, construction costs, borrowing costs, professional fees and other costs directly attributable to such properties incurred during the development period and net realizable value.

Properties under development are classified as current assets unless those will not be realized in normal operating cycle. On completion, the properties are transferred to completed properties held for sale.

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Completed Properties Held for Sale

Completed properties held for sale are stated in the statements of financial position at the lower of cost and net realizable value. Cost is determined by an apportionment of the total costs of land and buildings attributable to the unsold properties. Net realizable value takes into account the price ultimately expected to be realized, less estimated costs to be incurred in selling the properties.

Allocation of Property Development Costs

Land costs are allocated to each unit according to their respective saleable GFA to the total saleable GFA. Construction costs relating to units were identified and allocated specifically. Common construction costs have been allocated according to the saleable GFA similar to land costs.

Leases

Our Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

Our Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. We recognize lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

(a) Right-of-use assets

Right-of-use assets are recognized at the commencement date of the lease (that is the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms and the estimated useful lives of the assets as follows:

Leased office buildings 1.5 to 6 years

If ownership of the leased asset transfers to us by the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

(b) Lease liabilities

Lease liabilities are recognized at the commencement date of the lease at the present value of lease payments to be made over the lease term. The lease payments include fixed payments

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(including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by our Group and payments of penalties for termination of a lease, if the lease term reflects our Group exercising the option to terminate the lease. The variable lease payments that do not depend on an index or a rate are recognized as an expense in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, our Group uses our incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a change in assessment of an option to purchase the underlying asset.

Our Group applies the short-term lease recognition exemption to our short-term leases of machinery and equipment (that is those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). We also apply the recognition exemption for leases of low-value assets to leases of office equipment and electronic devices that are considered to be of low value.

Lease payments on short-term leases and leases of low-value assets are recognized as an expense on a straight-line basis over the lease term.

Group as a lessor

When our Group acts as a lessor, we classify at lease inception (or when there is a lease modification) each of our leases as either an operating lease or a finance lease.

Leases in which our Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. When a contract contains lease and non-lease components, we allocate the consideration in the contract to each component on a relative stand-alone selling price basis. Rental income is accounted for on a straight-line basis over the lease terms and is included in revenue in profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

Financial Liabilities

Initial Recognition and Measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings or payables.

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All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Our Group’s financial liabilities include interest-bearing bank and other borrowings, lease liabilities, trade and bills payables, other payables, and amounts due to related parties.

Subsequent Measurement

The subsequent measurement of financial liabilities depends on their classification as follows:

(i) Financial liabilities at amortized cost (loans and borrowings)

After initial recognition, loans and borrowings are subsequently measured at amortized cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortization is included in finance costs in profit or loss.

(ii) Financial guarantee contracts

Financial guarantee contracts issued by our Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. A financial guarantee contract is recognized initially as a liability at its fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequent to initial recognition, our Group measures the financial guarantee contracts at the higher of: (i) the allowance for expected credit losses (“ECLs”) determined in accordance with the policy as set out in “Impairment of financial assets” in note 2.4 to the Accountants’ Report attached as Appendix I to this document; and (ii) the amount initially recognized less, when appropriate, the cumulative amount of income recognized.

Income Tax

Income tax comprises current and deferred tax. Income tax relating to items recognized outside profit or loss is recognized outside profit or loss, either in other comprehensive income or directly in equity.

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each year during the Track Record Period, taking into consideration interpretations and practices prevailing in the countries in which our Group operates.

Deferred tax is provided, using the liability method, on all temporary differences at the end of each year during the Track Record Period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

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Deferred tax liabilities are recognized for all taxable temporary differences, except:

• where the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, the carryforward of unused tax credits and unused tax losses can be utilized, except:

• where the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• in respect of deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, deferred tax assets are only recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at the end of each year during the Track Record Period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each year during the Track Record Period and are recognized to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each year during the Track Record Period.

Deferred tax assets and deferred tax liabilities are offset if and only if our Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

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DESCRIPTION OF CERTAIN COMBINED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

The following table sets forth a summary of our combined statements of profit or loss and other comprehensive income during the periods indicated:

Year ended December 31, 2018 2019 2020 (RMB’000)

Revenue ...... 460,950 1,977,225 4,613,064 Cost of sales ...... (303,857) (1,311,492) (3,320,850)

Gross profit ...... 157,093 665,733 1,292,214 Other income and gains ...... 457 111,894 51,912 Fair value gains on investment properties ...... 25,720 6,600 33,039 Selling and marketing expenses ...... (61,988) (192,636) (360,907) Administrative expenses ...... (100,070) (228,839) (420,599) Other expenses ...... (1,028) (7,369) (15,232) Finance costs ...... (6,005) (23,472) (34,294)

Profit before tax ...... 14,179 331,911 546,133 Income tax expense ...... (23,436) (156,319) (252,731)

Profit for the year...... (9,257) 175,592 293,402

Attributable to: ...... Owners of the parent ...... (2,800) 94,450 155,898 Non-controlling interests ...... (6,457) 81,142 137,504

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Revenue

Our revenue during the Track Record Period consists of revenue derived primarily from development and sales of properties and, to a less extent, from other businesses, including (i) provision of comprehensive industrial park operational services; (ii) provision of construction services; and (iii) property leasing.

The following table sets forth a breakdown of our revenue by business line for the years indicated:

Year ended December 31, 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Development and sales of properties ...... 457,924 99.3 1,944,479 98.4 4,582,891 99.3 Comprehensive industrial park operational services 3,026 0.7 6,701 0.3 26,254 0.6 Construction services ..... – – 25,633 1.3 3,812 0.1 Property leasing ...... – – 412 0.0 107 0.0

Total ...... 460,950 100.0 1,977,225 100.0 4,613,064 100.0

Development and Sales of Properties

Revenue from development and sales of properties has constituted, and is expected to continue to constitute, substantially all of our total revenue. During the Track Record Period, all of the properties sold were industrial parks developed by us.

Revenue from development and sales of properties is recognized when the control of the property is transferred to our customers. We consider the control of our properties sold is transferred when the construction of relevant properties has been completed and the properties have been delivered to the customers. As we derive our revenue primarily from development and sales of properties, our results of operations for a given period are dependent on the total GFA and ASP of properties we delivered during such period. Conditions in the property markets in which we operate change from period to period and are affected by general economic, political and regulatory developments in the PRC as well as in the cities and regions in which we operate. See “—Key Factors Affecting Our Results of Operations” above.

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Deeply rooted in the Yangtze River Delta Region, we have successfully expanded into the Pearl River Delta Region and the Bohai Economic Rim. We have also expanded into some provincial capitals in the Central and Western China Region in the PRC. During the Track Record, our GFA delivered in each region fluctuated from period to period depending on the size of the projects and the stage of their development. The recognized ASP of properties delivered in each region also fluctuated from period to period, affected by the locations and specifications of different property projects. The table below sets forth, for the years indicated, revenue from development and sale of properties, the GFA delivered and respective recognized ASP by region. The recognized ASPs are derived by dividing the relevant revenue by the GFA delivered.

Year ended December 31,

2018 2019 2020

GFA Recognized GFA Recognized GFA Recognized Revenue Delivered(2) ASP Revenue Delivered(2) ASP Revenue Delivered(2) ASP

(RMB/ (RMB/ (RMB/ (RMB’000) (%) (sq.m.) sq.m) (RMB’000) (%) (sq.m.) sq.m) (RMB’000) (%) (sq.m.) sq.m)

The Yangtze River Delta Region ...... 290,278 63.4 106,046 2,737 1,454,963 74.8 466,324 3,120 2,351,733 51.3 714,458 3,292 The Pearl River Delta Region ...... – – – – 261,700 13.5 65,649 3,986 970,911 21.2 307,956 3,153 The Bohai Economic Rim . 167,646 36.6 48,012 3,492 78,021 4.0 22,658 3,443 1,077,083 23.5 341,486 3,154 Other regions(1) ...... – – – – 149,795 7.7 60,199 2,488 183,164 4.0 76,638 2,390

Total ...... 457,924 100.0 154,058 2,972 1,944,479 100.0 614,831 3,163 4,582,891 100.0 1,440,538 3,181

(1) Include Zhangzhou in Fujian Province and Mianyang in Sichuan Province.

(2) GFA delivered refers to GFA for which we recognized revenue during such year. GFA delivered does not include car parks.

Our results of operations may vary significantly from period to period depending on the development and delivery schedules of our property projects in any given period. Consistent with industry practice, we typically enter into customized development or pre-sale contracts with customers while the properties are still under development but after satisfying the relevant PRC laws and regulations. In general, there is a time difference between the time we commence the pre-sales or sales of properties under development and the completion of the construction of such properties. We do not recognize any revenue from the pre-sales or sales of the properties until such properties are completed and delivered to the customers. Since the revenue is only recognized upon the delivery of properties, the timing of such delivery may affect the amount of our revenue from property development and sales in respective periods, and may also cause contract liabilities to fluctuate from period to period.

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Our revenue from development and sales of properties increased significantly from RMB457.9 million in 2018 to RMB1,944.5 million in 2019, primarily due to (i) an increase in the number of property projects we completed and delivered from four in 2018 to 12 in 2019, which resulted in an increase in our total GFA delivered; and, to a less extent, (ii) the increase in recognized ASP per sq.m.. Our revenue from development and sales of properties further increased significantly to RMB4,582.9 million in 2020, primarily due to an increase in the number of property projects we completed and delivered, which reached 28 in 2020 and resulted in an increase in our total GFA delivered.

• The Yangtze River Delta Region. Our revenue from development and sales of properties in the Yangtze River Delta Region increased significantly from RMB290.3 million in 2018 to RMB1,455.0 million in 2019, mainly due to increases in our total GFA delivered and our recognized ASP per sq.m. in this region. The increase in total GFA delivered in this region in 2019 was primarily due to (i) the delivery of five new projects in 2019, including Changzhou Wujin Chuangzhi Yungu (常州武進創智雲谷), Wuxi Huishan Smart Manufacturing Industrial Park (無錫惠山智造產業園) and Jinhua Jingkai District Jinxi Startup Innovation Industrial Park (金華經開區金西創業創新產業園) in Jiangsu Province, and Chuzhou Nanqiao Zhihui Town (滁州南譙智慧小鎮) and Hefei Changfeng Smart Manufacturing Industrial Park (合肥長豐智能製造產業園) in Anhui Province; and (ii) an increase of total GFA delivered in 2019 from three existing property projects, namely Hangzhou Xiaoshan Qianjiang Cloud Valley Base (杭州蕭山錢江雲谷基地) in Zhejiang Province and Nantong Tongzhou Haibin Haiyuan (南通通州灣濱海園區) and Songjiang Manufacturing Industrial Park (松江製造產業園) in Shanghai Municipality. Our recognized ASP for the Yangtze River Delta Region increased from RMB2,737 per sq.m. in 2018 to RMB3,120 per sq.m. in 2019, mainly because the recognized ASP of Changzhou Wujin Chuangzhi Yungu (常州武進創智雲谷), a project completed and delivered in 2019, and Shanghai Songjiang Manufacturing Industrial Park (上海松江製造產業園) and Hangzhou Xiaoshan Qianjiang Cloud Valley Base (杭州蕭山錢江雲谷基地), two projects with more GFA delivered in 2019, were relatively high.

Our revenue from development and sales of properties in this region further increased by 61.6% to RMB2,351.7 million in 2020, primarily due to increases in our total GFA delivered and our recognized ASP per sq.m. in this region. The increase in total GFA delivered in this region in 2020 was primarily due to (i) the delivery of seven new projects in 2020, mainly relating to Huzhou Deqing Yunhe Zhigu Industrial Park (湖州德清運河智谷產業園) and Ningbo Zhenhai Zhizaogu (寧波鎮海智造谷) in Zhejiang Province, Nanjing Jiangbei New District Zhigu Industrial Complex (南京江北新區智谷產業綜合體) and Yangzhou Yizheng Smart Industrial Park (揚州儀征智慧工業園) in Jiangsu Province and Hefei Feixi Manufacturing Industrial Park (合肥肥西製造產業園) in Anhui Province; and (ii) an increase of total GFA delivered in 2020 from two existing property projects, namely Chuzhou Nanqiao Zhihui Town (滁州南譙智慧小鎮) in Anhui Province and Shanghai Songjiang Manufacturing Industrial Park (上海松江製造產業園) in Shanghai Municipality. Our recognized ASP for the Yangtze River Delta Region increased from RMB3,120 per sq.m. in 2019 to RMB3,292 per sq.m. in 2020, mainly because the recognized ASP of Huzhou Deqing Canal Smart Valley Industrial Park (湖州德清運河智谷產業園), Ningbo Zhenhai Smart Manufacturing Park (寧波鎮海智造谷) and

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Nanjing Jiangbei New District Smart Valley Industrial Complex (南京江北新區智谷產業綜合體), the three projects completed and delivered in 2020, and Shanghai Songjiang Manufacturing Industrial Park (上海松江製造產業園), a project with more GFA delivered in 2020, were relatively high.

• The Pearl River Delta Region. We started to generate revenue from development and sales of properties in the Pearl River Delta Region since 2019. Our revenue from development and sales of properties in the Pearl River Delta Region increased significantly from RMB261.7 million in 2019 to RMB970.9 million in 2020, primarily due to a significant increase in our total GFA delivered in this region as a result of the delivery of five new projects in 2020, mainly relating to three of five new projects namely Jiangmen Xinhui Rongzhi Chuangmei (江門新會融智創美產業谷), Huizhou Zhongkai High-end Electronic Information Industrial Park (惠州仲愷高端電子信息產業園) and Foshan Gaoming Zoina Smart City (佛山高明智匯城) which have higher GFA. Our recognized ASP for the Pearl River Delta Region decreased from RMB3,986 per sq.m. in 2019 to RMB3,153 per sq.m. in 2020, mainly because the recognized ASP of several projects completed and delivered in this region in 2020, were relatively low as compared to the recognized ASP of the project delivered in 2019, Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town (佛山順德粵港澳大灣區智能創新小鎮) which had relatively high ASP because of its location.

• The Bohai Economic Rim. Our revenue from development and sales of properties in the Bohai Economic Rim decreased from RMB167.6 million in 2018 to RMB78.0 million in 2019, primarily due to (i) most revenue generated from Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) in Shandong Province was recognized in 2018; and (ii) other projects in this region were still under development in 2019 and revenue attributable to these projects was not recognized. Our revenue from development and sales of properties in this region increased significantly to RMB1,077.1 million in 2020 from RMB78.0 million in 2019, primarily due to a significant increase in our total GFA delivered in this region as a result of (i) the delivery of five new projects in 2020, mainly relating to three of five new projects namely Cangzhou Jingkai Industrial New Town (滄州經開產業新城) in Hebei Province, Weifang Economic Development Zone Yuandu Smart Industrial Complex (濰坊經開區鳶都匯智產業綜合體) in Shandong Province and Shenyang Shenbei High-end Intelligent Manufacturing Industrial Park (瀋陽瀋北高端智能製造產業園) in Liaoning Province; and (ii) an increase of total GFA delivered from the existing property project, Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮 ) in 2020. Our recognized ASP for the Bohai Economic Rim decreased from RMB3,443 per sq.m. in 2019 to RMB3,154 per sq.m. in 2020, mainly because the recognized ASP of Cangzhou Jingkai Industrial New Town (滄州經開產業新城), Weifang Economic Development Zone Yuandu Smart Industrial Complex (濰坊經開區鳶都匯智產業綜合體) and Shenyang Shenbei High-end Intelligent Manufacturing Industrial Park (瀋陽瀋北高端智能製造產業園), projects completed and delivered in 2020, were relatively low as compared to the recognized ASP of the project delivered in 2019, Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) which had relatively high ASP because of its location.

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• Other Regions. We started to generate revenue from development and sales of properties in other regions since 2019. Our revenue from development and sales of properties in other regions increased from RMB149.8 million in 2019 to RMB183.2 million in 2020, primarily due to an increase in our total GFA delivered in other regions, mainly relating to Mianyang Anzhou Qindong Future Vehicle Industrial Park (綿陽安州擎動未來汽車產業園) in Sichuan Province. Our recognized ASP for other regions decreased from RMB2,488 per sq.m. in 2019 to RMB2,390 per sq.m. in 2020, mainly because the recognized ASP of Mianyang Anzhou Qindong Future Vehicle Industrial Park (綿陽安州擎動未來汽車產業園), the project with more GFA delivered in 2020, was relatively low, and the recognized ASP of the GFA delivered in 2020 relating to Zhangzhou Xiangcheng Jinhu Yungu Intelligent Manufacturing Town (漳州薌城金湖雲谷智造小鎮) was lower than 2019, mainly due to the property portfolio and locations of the areas delivered in 2020.

Comprehensive Industrial Park Operational Services

During the Track Record Period, we typically generated revenue from provision of comprehensive industrial park operational services to enterprises who purchased or leased our plants, and we also provided operational services to Suzhou Entrepreneurship Park (蘇州創業園), a project developed and owned by local government in Suzhou. We collect service fees for providing (i) basic property management services; (ii) administration and facility management services; and (iii) value-added supporting services. Service fees were typically charged on per sq.m. or per service provided and may be adjusted from time to time at our discretion based on the rates charged by local operators.

Our revenue from comprehensive industrial park operational services increased significantly from RMB3.0 million in 2018 to RMB6.7 million in 2019, primarily due to increase in our total GFA under management, mainly relating to the new projects in Hangzhou, Shanghai and Wuxi for which we started to provide comprehensive operational services in 2019. Our revenue from comprehensive industrial park operational services further increased significantly from RMB6.7 million in 2019 to RMB26.3 million in 2020, mainly (i) due to an increase in the number of property projects for which we started to provide comprehensive industrial park operational services in 2020, mainly relating to Suzhou Entrepreneurship Park (蘇州創業園), Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town (佛山順德粵港澳大灣區智能創新小鎮), Hefei Changfeng Smart Manufacturing Industrial Park (合肥長豐智能製造產業園) and Changzhou Wujin Chuangzhi Yungu (常州武進創智雲谷); and (ii) because we started to provide more diversified comprehensive industrial park operational services in 2020, such as enterprise registration assistance services and training-related services to corporate customers.

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Construction Services

We started to provide construction services in 2019 in Shandong province through our wholly owned subsidiary, Jinan Zhongnan Real Estate Co., Ltd. (濟南中南置業有限公司). In 2019 and 2020, we derived revenue from providing construction services with respect to infrastructure development and expanding electricity capacity for customers where we served as a general contractor and outsourced the construction work to subcontractors. Our revenue was recognized when our services are rendered and accepted by our customers.

In 2019 and 2020, our construction service income amounted to RMB25.6 million and RMB3.8 million, which accounted for 1.3% and 0.1% of our total revenue, respectively. Our revenue from construction services decreased in 2020 because (i) we provided infrastructure development service to a customer in 2019, which contributed substantially all of our revenue from construction services in 2019, and (ii) our construction service income mainly comprised of fees charged for expanding electricity capacity in 2020.

Property Leasing

We started to provide property leasing in 2019 in Jinan, Shandong province. In 2019 and 2020, we derived rental income from leasing certain plants developed by us to small- to mid-sized enterprises that plan to commence business operations at our industrial parks.

In 2019 and 2020, our rental income amounted to RMB0.4 million and RMB0.1 million, respectively. The decrease was primarily because we adopted appropriate rent reduction or exemption measures to one of our tenants considering the impact of the COVID-19 pandemic in 2020.

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Cost of Sales

Our cost of sales consist of costs for (i) development and sales of properties, (ii) provision of comprehensive industrial park operational services, (iii) provision of construction services; and (iv) property leasing. During the Track Record Period, our cost of sales continued to increase in absolute amount, primarily due to the significant increase in the number of our properties sold. We incurred the vast majority of our cost of sales in our industrial park development and sales business. Our cost of sales incurred in development and sales of properties primarily represents construction costs, land acquisition costs and capitalized interest costs. During the Track Record Period, we financed our operations primarily through capital contribution from shareholders, internally generated cash flow from the progress payments for customized development contracts and proceeds from the pre-sale, as well as external financings, such as bank and other borrowings. The following table sets forth the components of our cost of sales by business line for the periods indicated, both in absolute amount and as a percentage of total cost of sales: Year ended December 31, 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Total ...... 303,857 100.0 1,311,492 100.0 3,320,850 100.0

Our cost of sales incurred in development and sales of properties comprise construction costs, land acquisition costs and capitalized interests. The increases in cost of sales incurred in development and sales of properties in 2018, 2019 and 2020 were primarily due to increases in the number of our property projects delivered which was in line with our business growth. The following table sets forth a breakdown of our cost of sales for property development and sales by type of costs during the years indicated, both in absolute amount and as a percentage of total cost of sales for property development and sales. Year ended December 31, 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Construction costs ...... 234,012 77.7 1,045,249 80.7 2,627,656 79.8 Land acquisition costs .... 59,185 19.7 211,527 16.3 541,046 16.4 Capitalized interests ...... 7,807 2.6 38,528 3.0 126,016 3.8

Total ...... 301,004 100.0 1,295,304 100.0 3,294,718 100.0

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The following table sets forth certain other data on cost of sales during the years indicated.

Year ended December 31, 2018 2019 2020

(2) Refers to the average land acquisition costs of our property development and sales and is derived by dividing the land acquisition costs for a year by the total GFA delivered in that year.

Construction costs include costs for the design and construction of a project, consisting primarily of contractor fees paid to constructors, costs of construction materials and labor costs. Our construction costs are affected by a number of factors, including the types and geographic conditions of the properties being constructed, the types and amount of construction materials required, the amount of labor required and the average wage level of workers. Since we recognize cost of sales upon delivery of properties, the timing of property delivery also affects the absolute amount of our construction costs.

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The following table sets forth a sensitivity analysis for our construction costs illustrating, for the years indicated, their impact on our profit before taxation if our construction costs had been 5% higher or lower, assuming all other variables remained constant.

Year ended December 31, 2018 2019 2020 (RMB’000, except percentages)

Increase/(decrease) in profit before taxation If construction costs per sq.m. had been 5% lower ...... 11,701 52,262 131,384 As a percentage of (loss)/ profit before tax ...... 82.5% 15.8% 24.1% If construction costs per sq.m. had been 5% higher ...... (11,701) (52,262) (131,384) As a percentage of (loss)/ profit before tax ...... (82.5%) (15.8%) (24.1%)

Land acquisition costs include costs relating to acquisition of the rights to occupy, use and develop land which mainly represent land premium incurred in connection with a land grant from the government or land obtained by transfers, cooperative arrangements, corporate acquisition or other methods. A project’s land acquisition costs are affected by a number of factors, such as the location of the land parcel, local property market condition, the timing of the land acquisition, the project’s plot ratios, the method of acquisition and changes in the relevant laws and regulations. Our average land acquisition cost per sq.m. delivered, which is calculated by dividing the land acquisition costs included in our cost of sales for property development and sales for a period by the total GFA delivered in that period, was RMB384, RMB344 and RMB376, respectively, in 2018, 2019 and 2020. The average land acquisition cost in 2018 was higher than that in 2019 and 2020, primarily as a result of the relatively high land acquisition cost for Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) and Hangzhou Xiaoshan Qianjiang Cloud Valley Base (杭州蕭山錢江雲谷基地) due to the locations of the two projects.

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The following table sets forth a sensitivity analysis for our land acquisition costs illustrating, for the years indicated, their impact on our profit before taxation if our land acquisition costs had been 5% higher or lower, assuming all other variables remained constant.

Year ended December 31, 2018 2019 2020 (RMB’000, except percentages)

Increase/(decrease) in profit before taxation If land acquisition costs per sq.m. had been 5% lower ...... 2,959 10,576 27,051 As a percentage of (loss)/profit before tax...... 20.9% 3.2% 5.0% If land acquisition costs per sq.m. had been 5% higher ...... (2,959) (10,576) (27,051) As a percentage of (loss)/profit before tax...... (20.9%) (3.2%) (5.0%)

Capitalized interest includes a portion of our finance costs that is directly attributable to the construction of a particular project. Finance costs that are not directly attributable to the development of a project are expenses and recorded as finance costs in our combined statements of profit or loss in the period during which they are incurred.

Our cost of sales for comprehensive industrial park operational services primarily includes labor costs, repair and maintenance fees, utility costs and other miscellaneous fees.

Gross Profit and Gross Profit Margin

In 2018, 2019 and 2020, our gross profit was RMB157.1 million, RMB665.7 million and RMB1,292.2 million, respectively, representing gross profit margins of 34.1%, 33.7% and 28.0%, respectively.

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The following table sets forth a breakdown of our gross profit and gross profit margin by business line for the periods indicated:

Year ended December 31, 2018 2019 2020 Gross Gross Gross Gross Profit Gross Profit Gross Profit Profit Margin Profit Margin Profit Margin (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Development and sales of properties ...... 156,920 34.3 649,175 33.4 1,288,173 28.1 Comprehensive industrial park operational services 173 5.7 482 7.2 2,233 8.5 Construction services ..... – – 15,855 61.9 1,753 46.0 Property leasing ...... – – 221 53.6 55 51.4

Total/overall...... 157,093 34.1 665,733 33.7 1,292,214 28.0

Our gross profit margin for development and sales of properties decreased slightly from 34.3% in 2018 to 33.4% in 2019, primarily as a result of the relatively low gross profit margins of our certain properties delivered in 2019, including Hangzhou Xiaoshan Qianjiang Cloud Valley Base (杭州蕭山錢江雲谷基地) and Jinhua Jingkai District Jinxi Startup Innovation Industrial Park (金華經開區金西創業創新產業園). The decrease in our gross profit margin in 2020 was primarily due to (i) the delivery of certain projects with relatively low recognized ASP per sq.m. due to their locations and (ii) an increase in average construction cost per sq.m. delivered, resulting from our increased investment in the facade, greeneries, road constructions, landscaping, ancillary facilities such as canteens and service centers to establish benchmark industrial parks, enhance the operational efficiency of enterprises settled in our industrial parks and attract more high-quality enterprises in the advanced manufacturing industry.

Our gross profit margins for comprehensive industrial park operational services increased during the Track Record Period, and the increase from 7.2% in 2019 to 8.5% in 2020 was primarily (i) because we started to provide industrial park operational services, mainly including industrial park marketing and sales services, to the industrial park in Suzhou developed and owned by the local government in 2020, for which service we had relatively high gross profit margin. See “Business—Marketing and Sales of Industrial Parks”; and (ii) driven by the expansion of our operational services, our enhanced efforts to diversify the basic services, administration and facility management services and value-added supporting services provided to industrial parks under our operation and our centralized management capability to effectively control labor costs. We had relatively low gross profit margins for comprehensive industrial park operational services during the Track Record Period because we commenced this business line in 2018 and incurred relatively high costs such as labor costs at the early stage of operations.

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Our gross profit margins for construction services decreased from 61.9% in 2019 to 46.0% in 2020, primarily because we engaged in provision of construction services according to customer demand to an industrial park in Jinan in 2019 which had relatively high gross profit margin.

Our gross profit margins for property leasing remained relatively stable in 2019 and 2020.

Other Income and Gains

Our other income and gains primarily included (i) government grants received from various local governments to support our development or recognize our contribution to local development, which were one-off by nature; (ii) interest income from a related party, Qingdao Zhongnan Century City Real Estate Investment Co., Ltd. (青島中南世紀城房地產業投資有限公司) (“Qingdao Zhongnan”), with a a fixed annual interest rate of 15.0%. Such advance and the relevant interests were fully settled in 2020. See “—Related Party Transactions—Significant Related Party Transactions” for further details; (iii) bank interest income; (iv) compensation from deposit forfeiture; (v) gain on disposal of subsidiaries, relating to the transfer of 100.0% equity interests in Weifang Jinqin Real Estate Co., Ltd. (濰坊錦琴房地產開發有限公司) (“Weifang Jinqin”), a then subsidiary of us, to Qingdao Zhongnan in 2019. See “—Related Party Transactions—Significant Related Party Transactions” for further details; and (vi) gain on deregistration of subsidiaries, relating to the deregistration of Shaoxing Hongshi Real Estate Co., Ltd. (紹興泓石置業有限公司) in 2020. Our other income and gains amounted to RMB0.5 million, RMB111.9 million and RMB51.9 million in 2018, 2019 and 2020, respectively.

The following table sets forth a breakdown of our other income and gains for the years indicated:

Year ended December 31, 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Government grants ..... – – 87,316 78.1 48,376 93.1 Interest income from a related party ...... – – 9,378 8.4 – – Bank interest income . . . 318 69.6 1,347 1.2 1,714 3.3 Compensation ...... 96 21.0 924 0.8 1,688 3.3 Gain on disposal of subsidiaries ...... – – 12,905 11.5 – – Gain on deregistration of subsidiaries ...... ––––970.2 Others(1) ...... 43 9.4 24 – 37 0.1

Total ...... 457 100.0 111,894 100.0 51,912 100.0

(1) Include sundry income and/or losses such as employment subsidies and refund of handling fee relating to individual income tax.

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Fair Value Gains on Investment Properties

Investment properties are interests in land and buildings held to earn recurring rental income. Investment properties are stated at their fair value as of each reporting date. Gains or losses arising from changes in the fair value of our investment properties are included in our combined statements of profit or loss in the period in which they arise.

Changes in the fair value of both completed investment properties and investment properties under construction will affect our results of operation.

In 2018, 2019 and 2020, we had change in fair value of investment properties of RMB25.7 million, RMB6.6 million and RMB33.0 million, respectively. These adjustments included unrealized capital gains on our investment properties from which we did not generate cash. See “—Certain Significant Accounting Policies, Estimates and Judgements—Investment Properties.”

Selling and Marketing Expenses

Our selling and marketing expenses primarily included salaries, compensations and commissions made to our industrial park marketing and sales personnel, advertising and promotional expenses, office expenses, travel expenses and depreciation and amortization. We focus our marketing efforts on the early phase of each project to establish the reputation and profile for the project and in turn incur higher initial advertising and promotional expenses during this phase of the project. We also incur higher initial advertising and promotional expenses when expanding into new cities. The table below sets forth the components of our selling and marketing expenses for the years indicated:

Year ended December 31, 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Salaries, compensations and commissions ..... 37,030 59.8 101,072 52.4 257,977 71.5 Advertising and promotional expenses . 12,036 19.4 56,982 29.6 63,420 17.6 Office expenses ...... 7,647 12.3 23,237 12.1 31,196 8.6 Travel expenses ...... 4,466 7.2 10,186 5.3 6,832 1.9 Depreciation and amortization ...... 644 1.0 724 0.4 1,132 0.3 Others(1) ...... 165 0.3 435 0.2 350 0.1

Total ...... 61,988 100.0 192,636 100.0 360,907 100.0

(1) Include occasional expenses, such as fees associated with our marketing and operation information platform maintenance.

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Our selling and marketing expenses increased significantly from RMB62.0 million in 2018 to RMB192.6 million in 2019, and further increased by 87.4% to RMB360.9 million in 2020. Such increases were generally in line with our expanded sales scale, with our selling and marketing expenses amounted to 13.4%, 9.7% and 7.8% of our total revenue, respectively, in 2018, 2019 and 2020.

Administrative Expenses

Our administrative expenses primarily included staff costs relating to our administrative personnel, office expenses incurred by our administrative personnel in the daily operations of our offices, travel expenses, tax and surcharges, business development expenses, professional fees for the consulting services we engaged in order to increase our operational efficiency and depreciations and amortizations. The table below sets forth the components of our administrative expenses for the periods indicated:

Year ended December 31, 2018 2019 2020 (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Staff costs ...... 66,763 66.7 160,719 70.1 319,842 76.0 Office expenses ...... 14,094 14.1 23,525 10.2 37,868 9.1 Travel expenses ...... 7,088 7.1 14,101 6.2 12,706 3.0 Tax and surcharges ..... 4,519 4.5 13,191 5.8 22,294 5.3 Business development expenses ...... 5,966 6.0 8,858 3.9 11,224 2.7 Professional fees for consulting services . . . 406 0.4 3,095 1.4 8,932 2.1 Amortization and depreciation ...... 800 0.8 2,872 1.3 4,439 1.1 Others(1) ...... 434 0.4 2,478 1.1 3,294 0.7

Total ...... 100,070 100.0 228,839 100.0 420,599 100.0

(1) Include other occasional expenses, such as service fees for our ERP systems.

Our administrative expenses amounted to RMB100.1 million, RMB228.8 million and RMB420.6 million in 2018, 2019 and 2020, respectively. As our business expanded, we became more cost effective in terms of our administrative expenses, which represented 21.7%, 11.6% and 9.1%, respectively, of our total revenue in 2018, 2019 and 2020. The increase during the Track Record Period was mainly due to the increases in staff costs, which accounted for approximately 66.7%, 70.1% and 76.0%, respectively, of our administrative expenses for the relevant year, driven by our overall business growth and expansion.

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Other Expenses

Other expenses primarily included (i) compensations paid for our termination of certain customized development contracts with customers that we deemed unfit with the overall positioning of our industrial parks, as well as surcharges for overdue land acquisition payments incurred in 2019; (ii) donations to social charity activities; (iii) impairment losses relating to other receivables, and (iv) loss from disposal of non-current assets, mainly relating to write-off of fixed assets in 2019. The table below sets forth the components of our other expenses for the periods indicated:

Year ended December 31, 2018 2019 2020 (RMB’000)

Compensations and surcharges ...... 226 3,046 12,376 Donations ...... 50 252 443 Impairment losses on other receivables 752 3,951 2,413 Loss from disposal of non-current assets ...... – 120 –

Total ...... 1,028 7,369 15,232

Finance Costs

Our finance costs included interest on bank and other borrowings, interest expense arising from revenue contracts and interest on lease liabilities, less capitalized interests. Our finance costs amounted to RMB6.0 million, RMB23.5 million and RMB34.3 million in 2018, 2019 and 2020, respectively. We capitalize certain interest expenses based on the use of the underlying borrowing. Under IFRS, borrowings costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of these assets. Furthermore, interest expenses can only be capitalized during the construction period and finance costs incurred prior to and after the construction period must be expensed.

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The following table sets forth a breakdown of our finance costs during the periods indicated:

Year ended December 31, 2018 2019 2020 (RMB’000)

Interest on interest-bearing bank and other borrowings ...... 3,194 27,375 105,485 Interest expense arising from revenue contracts ...... 33,783 49,957 125,980 Interest on lease liabilities ...... 412 1,043 1,539 Less: Interest on interest-bearing bank and other borrowings capitalized .... (128) (12,845) (84,900) Less: Interest expense arising from revenue contracts capitalized: ...... (31,256) (42,058) (113,810)

Total ...... 6,005 23,472 34,294

Income Tax Expense

We are incorporated in the Cayman Islands as an exempt company with limited liability. Under the current law of the Cayman Islands, we are not subject to income or capital gains tax in the Cayman Islands.

No provision for Hong Kong profits tax had been made during the Track Record Period as we did not generate any assessable profits arising in Hong Kong.

Pursuant to the relevant PRC laws and regulations, a uniform 25% corporate income tax rate is generally applied to both foreign-invested enterprises and domestic enterprises, except where a special preferential rate applies. Substantially all of our subsidiaries are subject to the 25% corporate income tax rate.

Under PRC laws and regulations, our subsidiaries in the PRC are subject to LAT as determined by the local governments where each project is located. LAT is levied at progressive rates ranging from 30% to 60% on the appreciation of land value, being the proceeds from the transfer of property less deductible expenditures including the cost paid for the acquisition of land use rights, the development of land, the construction of new buildings and ancillary facilities, or the assessed value for old houses and buildings, taxes relating to the transfer of property and other deductible items stipulated by the Ministry of Finance.

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Our income tax expense comprises of provisions for corporate income tax, land appreciation tax (“LAT”) and deferred income tax. We calculate our effective corporate income tax rate (deducting the tax effect from LAT) by using the quotient of (a) the result of PRC corporate income tax plus deferred income tax, divided by (b) the result of profit before income tax minus LAT. In 2019 and 2020, the effective tax rate for our PRC subsidiaries were 27.8% and 29.2%, respectively. Our effective tax rate in 2019 and 2020 was higher than 25%, the uniform corporate income tax applied in the PRC, because our profit before tax included non-deductible expenses and unrecorded tax losses. The following table sets forth a breakdown of our income tax expense for the periods indicated:

Year ended December 31, 2018 2019 2020 (RMB’000) Current tax: PRC corporate income tax ...... 38,514 158,849 191,552 PRCLAT...... 23,384 88,731 131,711 Deferred tax ...... (38,462) (91,261) (70,532)

Total tax charge for the year ...... 23,436 156,319 252,731

Our income tax expense increased significantly from RMB23.4 million in 2018 to RMB156.3 million in 2019, and further increased by 61.7% to RMB252.7 million in 2020, primarily due to increases in sales of properties sold, which in turn was because of increased number of properties delivered and their revenue being recognized during the Track Record Period.

Deferred tax liabilities or assets are the taxes expected to be payable or recoverable on the differences between the carrying amounts of assets and liabilities in our financial statements and the corresponding tax basis. Deferred tax liabilities are generally recognized for all taxable differences and deferred tax assets are recognized for deductible temporary differences, carried-forward unused tax credit and unused tax losses. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantially enacted by the end of the reporting period.

In 2018, 2019 and 2020, our deferred tax assets mainly derived from unpaid employee benefit expense, unrealized profit arising from intra-group transactions, lease liabilities, and deductible temporary differences arising from properties under development due to government grant. Our deferred income tax decreased by 22.8% to RMB70.5 million in 2020 from RMB91.3 million in 2019 was primarily due to an decrease in tax losses available for offsetting against future taxable profits. See note 17 in the Accountants’ Report in Appendix I to this document for further detail.

During the Track Record Period and up to the Latest Practicable Date, we had paid substantially all relevant taxes when due and there are no material matters in dispute or unresolved with the relevant tax authorities.

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(Loss)/Profit for the Year

As a result of the foregoing, we recorded net profit of RMB175.6 million and RMB293.4 million in 2019 and 2020, respectively. We recorded a net loss of RMB9.3 million in 2018, mainly because we incurred relatively high property development, administrative and other expenses at early stage of property development in 2018, while the total GFA delivered and the recognized ASP were relatively low in the relevant period, resulting in the relatively low gross profit in 2018 as compared to 2019 and 2020.

PERIOD TO PERIOD COMPARISON OF RESULTS OF OPERATIONS

2020 Compared to 2019

Revenue

Our revenue increased significantly from RMB1,977.2 million in 2019 to RMB4,613.1 million in 2020, primarily reflecting the following:

• An increase in revenue from development and sales of properties. Our revenue from development and sales of properties increased significantly from RMB1,944.5 million in 2019 to RMB4,582.9 million in 2020, primarily due to an increase in the total GFA delivered from 2019 to 2020. Our total GFA of properties delivered increased from 614,831 sq.m. in 2019 to 1,440,538 sq.m. in 2020, primarily due to an increase in the number of properties delivered and in turn GFA delivered nationwide, in particular, Huzhou, Ningbo, Nanjing and Yangzhou in the Yangtze River Delta Region, Jiangmen and Foshan in the Pearl River Delta Region, as well as Cangzhou and Weifang in the Bohai Economic Rim. The recognized ASP per sq.m., which are derived by dividing revenue by the GFA delivered, remaining relatively stable at RMB3,163 and RMB3,181 in 2019 and 2020, respectively.

• An increase in revenue from comprehensive industrial park operational services. Our revenue from comprehensive industrial park operational services increased significantly from RMB6.7 million in 2019 to RMB26.3 million in 2020, primarily (i) due to an increase in the number of property projects for which we started to provide comprehensive industrial park operational services in 2020, mainly relating to Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town (佛山順德粵港澳大灣區智能創新小鎮), Hefei Changfeng Smart Manufacturing Industrial Park (合肥長豐智能製造產業園) and Changzhou Wujin Chuangzhi Yungu (常州武進創智雲谷); and (ii) because we started to provide more diversified comprehensive industrial park operational services in 2020, such as enterprise registration assistance services and provision of training-related services to corporate customers.

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Cost of Sales

Our cost of sales increased significantly from RMB1,311.5 million in 2019 to RMB3,320.9 million in 2020, primarily due to an increase in cost of properties sold. Our cost of properties sold increased significantly from RMB1,295.3 million in 2019 to RMB3,294.7 million in 2020, which was in line with our expanding sales scale.

Gross Profit and Gross Profit Margin

As a result of the foregoing, our gross profit increased by 94.1% from RMB665.7 million in 2019 to RMB1,292.2 million in 2020. Our gross profit margin decreased to 28.0% in 2020 from 33.7% in 2019, primarily due to the decrease in gross profit margin with respect to our development and sales of properties which contributed the majority of our gross profit.

Gross profit margin of our properties sold decreased from 33.4% in 2019 to 28.1% in 2020, because increases in average cost per sq.m. delivered outpaced the increases in our recognized ASP per sq.m. Such increase in average cost per sq.m. delivered in 2020 were primarily due to increase in average construction cost per sq.m. delivered, resulting from our increased investment in the facade, greeneries, road constructions, landscaping and ancillary facilities such as canteens and service centers to establish benchmark industrial parks, enhance the operational efficiency of enterprises settled in our industrial parks and attract more high-quality enterprises in the advanced manufacturing industry. We kept our recognized ASP per sq.m. relatively stable in 2019 and 2020, for the purpose of attracting more high-quality corporate customers and further expanding our business nationwide leveraging our price advantage.

Other Income and Gains

Our other income and gains decreased from RMB111.9 million in 2019 to RMB51.9 million in 2020, primarily due to an decrease in government grants which were one-off in nature.

Fair Value Gains on Investment Properties

Our fair value gains on investment properties increased significantly from RMB6.6 million in 2019 to RMB33.0 million in 2020, reflecting a significant increase in fair market value of our investment properties, mainly as a result of (i) an increase in the fair market value of Nanjing Jiangbei New District Smart Valley Industrial Complex (南京江北新區智谷產業綜合體), as a result of our increased capital expenditure and (ii) an increase in the number of investment properties we held in 2020.

Selling and Marketing Expenses

Our selling and marketing expenses increased by 87.4% from RMB192.6 million in 2019 to RMB360.9 million in 2020, primarily due to increases in salaries, compensations and commissions made to our industrial park marketing and sales personnel as well as advertising and promotional expenses, in line with our expanding sales scale.

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Administrative Expenses

Our administrative expenses increased by 83.8% from RMB228.8 million in 2019 to RMB420.6 million in 2020, primarily due to an increase in staff costs relating to our administrative personnel, resulting from increases in both headcount and salaries and compensations paid, in line with our business growth.

Other Expenses

Our other expenses increased significantly from RMB7.4 million in 2019 to RMB15.2 million in 2020, primarily due to an increase in compensations paid for our termination of certain customized development contracts with customers that we deemed unfit with the overall positioning of our industrial parks.

Finance Costs

Our finance costs increased from RMB23.5 million in 2019 to RMB34.3 million in 2020, primarily due to increases in interest on bank and other borrowings and interest on financing component of contract liabilities. See “—Indebtedness” for further details.

Income Tax Expense

Our income tax expense increased by 61.7% from RMB156.3 million in 2019 to RMB252.7 million in 2020, primarily due to an increase in taxable income and LAT as a result of an increase in revenue derived from property development and sales.

Profit for the Year

As a result of the foregoing, our profit for the year increased significantly from RMB175.6 million in 2019 to RMB293.4 million in 2020.

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2019 Compared to 2018

Revenue

Our revenue increased significantly from RMB461.0 million in 2018 to RMB1,977.2 million in 2019, primarily reflecting the following:

• An increase in revenue from development and sales of properties. Our revenue from development and sales of properties increased significantly from RMB457.9 million in 2018 to RMB1,944.5 million in 2019, primarily due to (i) a substantial increase in total GFA delivered; and (ii) the relatively high recognized ASP per sq.m. Our total GFA of properties delivered increased significantly from 154,058 sq.m. in 2018 to 614,831 sq.m. in 2019, primarily due to an increase in the number of properties sold and delivered in cities such as Changzhou, Wuxi, Hangzhou and Shanghai. The recognized ASP per sq.m., which are derived by dividing revenue by the GFA delivered, increased by 69.0% from RMB2,972 in 2018 to RMB3,163 in 2019, primarily due to the delivery of Changzhou Wujin Chuangzhi Yungu (常州武進創智雲谷) which had relatively high recognized ASP per sq.m

• An increase in revenue from construction services. We started to provide construction services in 2019 in Shandong province through our wholly owned subsidiary, Jinan Zhongnan Real Estate Co., Ltd. (濟南中南置業有限公司). We recorded construction service income amounted to RMB25.6 million in 2019.

• An increase in revenue from property leasing. We started to provide property leasing in 2019 in Shandong province. We recorded rental income amounted to RMB0.4 million in 2019.

Cost of Sales

Our cost of sales increased significantly from RMB303.9 million in 2018 to RMB1,311.5 million in 2019, primarily attributable to the substantial increase in our cost of properties sold. Our cost of properties sold increased significantly from RMB301.0 million in 2018 to RMB1,295.3 million in 2019, which was in line with our expanding sales scale.

Gross Profit and Gross Profit Margin

As a result of the foregoing, our gross profit increased significantly from RMB157.1 million in 2018 to RMB665.7 million in 2019. Our gross profit margin remained relatively stable at 34.1% and 33.7% in 2018 and 2019, respectively.

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Other Income and Gains

Our other income and gains increased significantly from RMB0.5 million in 2018 to RMB111.9 million in 2019, primarily because we received (i) government grants amounted to RMB87.3 million to support our development or recognize our contribution to local economic development, and (ii) gain on disposal of a subsidiary, Weifang Jinqin, of RMB12.9 million in 2019.

Fair Value Gains on Investment Properties

Our fair value gains on investment properties amounted to RMB25.7 million and RMB6.6 million in 2018 and 2019, respectively. We recognized relatively high fair value gains on investment properties, mainly relating to Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮), for which we incurred relatively more capital expenditures in 2018 and therefore recognized more fair value gains.

Selling and Marketing Expenses

Our selling and marketing expenses increased significantly from RMB62.0 million in 2018 to RMB192.6 million in 2019, primarily due to (i) an increase in salaries, compensations and commission made to our industrial park marketing and sales personnel of RMB64.0 million, resulting from recruitment of more industrial park marketing and sales personnel to facilitate sales activities in a wider region in 2019, and (ii) an increase in advertising and promotional expenses of RMB44.9 million, primarily driven by the construction of multiple regional marketing centers in 2019.

Administrative Expenses

Our administrative expenses increased significantly from RMB100.1 million in 2018 to RMB228.8 million in 2019, primarily due to an increase in staff costs relating to our administrative personnel, resulting from our business and office expansion and increase in headcount.

Other Expenses

Our other expenses increased significantly from RMB1.0 million in 2018 to RMB7.4 million in 2019, primarily due to (i) an increase in surcharges for overdue payments of RMB2.8 million, mainly relating to surcharges for overdue land acquisition payments incurred by Weifang Jinqin, our 100% equity interest in which was subsequently disposed of in 2019, and (ii) an increase in provision for impairment losses of RMB3.2 million, mainly relating to forfeiture of deposits for land auction.

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Finance Costs

Our finance costs increased significantly from RMB6.0 million in 2018 to RMB23.5 million in 2019, primarily due to (i) an increase in interest expense arising from revenue contracts and (ii) an increase in interest expense on bank and other borrowings as a result of the increased amount of our outstanding borrowings. See “—Indebtedness” for further details.

Income Tax Expense

Our income tax expense increased significantly from RMB23.4 million in 2018 to RMB156.3 million in 2019, primarily due to an increase in taxable income and LAT as a result of an increase in revenue derived from property development and sales.

(Loss)/Profit for the Year

As a result of the foregoing, we recorded a net loss for the year of RMB9.3 million in 2018 and a net profit for the year of RMB175.6 million in 2019.

DISCUSSION OF CERTAIN COMBINED STATEMENT OF FINANCIAL POSITION ITEMS

Property, Plant and Equipment

Property, plant and equipment mainly consists of office equipment and electronic devices and lease hold improvement. Our property, plant and equipment increased significantly from RMB6.2 million in 2018 to RMB17.7 million in 2019, and further increased to RMB21.7 million in 2020, primarily due to (i) our purchase of additional office equipment and electronic devices; and (ii) our leasehold improvements. See note 13 in the Accountants’ Report in Appendix I to this document.

Investment Properties

Investment properties represent properties we hold for rental income and appreciation in property value. They were measured at the end of the reporting period on a recurring basis into level three of the fair value hierarchy as defined in IFRS 13 by an independent valuer firm. The fair value of each of our investment properties has fluctuated, and is likely to fluctuate, in accordance with the prevailing property market conditions. We also include gains or losses arising from changes in the fair value of investment property in our combined statement of profit or loss and other comprehensive income in the year in which they arise. See note 16 in the Accountants’ Report in Appendix I to this document.

We recorded investment properties of RMB86.9 million, RMB150.0 million, and RMB455.0 million as of December 31, 2018, 2019 and 2020, respectively. The continuing increase during the Track Record Period was due to additions to our investment properties in 2019 and to an increase in fair market value of our investment properties measured at the end of each year by independent valuers during the Track Record Period.

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Intangible Assets

Intangible assets primarily represent our capitalization of certain expenditures on purchasing, maintaining and developing software. Our intangible assets increased significantly from RMB1.6 million in 2018 to RMB4.8 million in 2019, and further increased by 62.5% to RMB7.8 million in 2020, primarily due to our purchase and improvements of software relating to our O2O marketing and operation information platform. See “Business—Marketing and Sales of Industrial Parks—Diversified Channels for Marketing and Sales of Industrial Parks—O2O Marketing and Operation Information Platform.”

Deferred Tax Assets

Our deferred tax assets relate to deductible temporary differences, the carry forward of unused tax credits and unused tax losses.

Our deferred tax assets increased significantly from RMB62.0 million in 2018 to RMB153.3 million in 2019, and further increased by 47.8% to RMB226.6 million in 2020, primarily due to increases in losses available for offsetting against future taxable profits, unpaid employee benefit expense and unrealized revenue received in advance. See note 17 in the Accountants’ Report in Appendix I to this document.

Right-of-use Assets

Our recognized right-of-use assets relate to leased properties. Our right-of-use assets amounted to RMB14.6 million, RMB23.4 million and RMB30.1 million, as of December 31, 2018, 2019 and 2020, respectively. The increase during the Track Record Period was primarily due to an increase in leased properties such as offices and merchant centers, in line with our business expansion.

Properties Under Development

Properties under development are intended to be held for sale after completion. We state properties under development at the lower of costs comprising land costs, construction costs, borrowing costs, professional fees and other costs directly attributable to such properties incurred during the development period and net realizable value. Upon completion, the properties are transferred to completed properties held for sale.

Our properties under development are situated on leasehold lands in China. The value of our properties under development amounted to RMB748.6 million, RMB2,604.3 million and RMB4,622.5 million as of December 31, 2018, 2019 and 2020, respectively. The significant increase in 2019 was primarily because (i) 17 new property projects commenced construction and were under development in 2019, mainly relating to Cangzhou Jingkai Industrial New City (滄州經開產業新城), Huzhou Deqing Canal Smart Valley Industrial Park (湖州德清運河智谷產業園), Nanjing Jiangbei New District Zhigu Industrial Complex (南京江北新區智谷產業綜合體) and Foshan Gaoming Zoina Smart City (佛山高明智匯城); and (ii) we further developed five existing property projects under development in 2019, mainly relating to Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) and Shenyang Shenbei High-end Intelligent Manufacturing Industrial Park (瀋陽瀋北高端智能製造產業園). The increase in 2020 was

– 315 – 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. FINANCIAL INFORMATION primarily because (i) 26 new property projects commenced construction and were under development in 2020, mainly relating to Nantong Port Zhache Chuangzhi Checheng City Industrial Complex Project (南通港閘車創智車城都市工業綜合體項目), Qingdao Jimo Science & Technology Industrial (青島即墨科技創新產業園) and Xiangtan Smart Manufacturing Industrial Park (湘潭智能製造產業園); and (ii) we further developed 19 existing property projects under development in 2020, mainly relating to Ningbo Zhenhai Zhizaogu (寧波鎮海智造谷), Foshan Gaoming Zoina Smart City (佛山高明智匯城) and Nanjing Jiangbei New District Zhigu Industrial Complex (南京江北新區智谷產業綜合體). The following table sets forth movements in our properties under development during the years indicated:

Year ended December 31, 2018 2019 2020 (RMB’000)

As of the beginning of the year ...... 372,553 748,594 2,604,306 Additions ...... 953,623 3,373,165 5,484,585 Acquisition of subsidiaries ...... – – 132,414 Disposal of a subsidiary ...... – (225,401) – Transferred to completed properties held for sale ...... (577,582) (1,292,052) (3,598,766)

As of the end of the year ...... 748,594 2,604,306 4,622,539

The value of properties under development was assessed at the end of each period during the Track Record Period. During the Track Record Period, we made no provisions for impairment of properties under development. We may make provision of impairment in the future or incur further impairment losses, if any or at similar level, during adverse market conditions in the future or as a result of relevant local government’s price control measures. Our Directors are of the view that the impairment provisions made for properties under development at the end of each period during the Track Record Period are not necessary.

Certain of our properties under development with aggregate carrying amounts of approximately RMB79.3 million, RMB840.3 million and RMB1,890.5 million as of December 31, 2018, 2019 and 2020, respectively, have been pledged to secure bank and other borrowings granted to our Group.

As of March 31, 2021, RMB309.6 million, or 6.7%, of our properties under development as of December 31, 2020, was transferred to completed properties held for sale.

Completed Properties Held for Sale

Completed properties held for sale represent completed properties remaining unsold at the end of each year and are stated at the lower of cost and net realizable value. Cost of completed properties held for sale is determined by an apportionment of total costs incurred attributable to the unsold properties. Net realizable value is determined by reference to the price ultimately expected to be realized, less estimated costs to be incurred in selling the properties.

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The table below sets forth movements in our properties held for sale for each year indicated:

Year ended December 31, 2018 2019 2020 (RMB’000) Carrying amount at the beginning of the year ...... – 566,569 563,317 Transferred from properties under development ...... 577,582 1,292,052 3,598,766 Additions(1) ...... 289,991 – – Transferred to cost of sales...... (301,004) (1,295,304) (3,294,718)

Total ...... 566,569 563,317 867,365

(i) mainly relating to our acquisition of Shanghai Songjiang Manufacturing Industrial Park (上海松江製造產業園) as part of our geographic expansion strategy

As of December 31, 2018, 2019 and 2020, our completed properties held for sale amounted to approximately RMB566.6 million, RMB563.3 million and RMB867.4 million, respectively.

The value of completed properties held for sale was assessed at the end of each period during the Track Record Period. During the Track Record Period, we made no impairment of completed properties held for sale. Our Directors are of the view that the impairment provisions made for completed properties held for sale at the end of each period during the Track Record Period is not necessary. We may make provision of impairment in the future or incur further impairment losses, if any or at similar level, during adverse market conditions in the future or as a result of relevant local government’s housing price control measures.

As of March 31, 2021, we had sold RMB190.0 million, or 21.9%, of the completed properties held for sale as of December 31, 2020.

Trade and Bills Receivables

Trade and bills receivables mainly represent the receivables in relation to our comprehensive industrial park operational service and sales of properties in 2018 and 2020, and receivables in connection with our construction services in 2019. Our trade receivables amounted to RMB2.1 million, RMB9.1 million and RMB5.8 million as of December 31, 2018, 2019 and 2020, respectively. The significant increase in our trade receivables in 2019 primarily related to (i) trade receivable for the construction services of infrastructure within Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) in 2019; and (ii) outstanding comprehensive industrial park operational service fees due from certain customers, mainly relating to properties in Nantong. The decrease in our trade receivables in 2020 was primarily because the construction services fees relating to Jinan Tianqiao Smart Manufacturing Town (濟南天橋智能智造小鎮) incurred in 2019 was fully collected in 2020.

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Our bills receivables amounted to RMB6.3 million, RMB32.1 million and RMB41.6 million as of December 31, 2018, 2019 and 2020, respectively. The continuing increases in our bills receivables during the Track Record Period were primarily due to an increase of the number of property projects pre-sold or delivered.

Property buyers are generally granted credit terms of one month to three months. Trade receivables are unsecured and non-interest-bearing. The carrying amounts of trade receivables approximate to their fair values. An aging analysis of the trade receivables as of the end of each year during the Track Record Period, based on the invoice date, is as follows: Year Ended December 31, 2018 2019 2020 (RMB’000)

Less than one year ...... 2,062 8,440 5,506 Over one year ...... – 703 277

Total ...... 2,062 9,143 5,783

Our trade and bills receivable turnover days were 9.6 days, 4.6 days and 3.5 days in 2018, 2019 and 2020, respectively. Turnover days of trade and bills receivables are derived by dividing the average of the beginning and the closing balances of trade and bills receivables for the relevant period by our revenue from development and sales of properties, provision of comprehensive industrial park operational services and provision of construction services for the period and multiplying by the number of days in the period. During the Track Record Period, the decrease of our trade and bills receivable turnover days were primarily because the increase in revenue outweighed the increases in the average of trade and bills receivable for the relevant business segments. Specifically, the amount of the trade receivable from property development and sales business was relatively small, because the substantial portion of the purchase price for our property would typically have been settled before delivery and we mainly recorded trade receivable resulting from the differences between estimated construction area and site area actually delivered and therefore only a limited number of our properties recorded trade receivable during the Track Record Period.

Our Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected credit loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. Based on the evaluation on the expected loss rate and the gross carrying amount, our Directors are of the opinion that the expected credit losses in respect of these balances are immaterial, and therefore, no provision has been made for a loss allowance.

As of March 31, 2021, approximately RMB36.9 million, representing 77.8% of trade and bills receivables as of December 31, 2020, were subsequently collected.

Due from Related Parties

During the Track Record Period, we made advance payments to certain related parties. See “—Related Party Transactions.”

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Prepayments, Deposits and Other Receivables

Our prepayments, deposits and other receivables mainly represent (i) prepayments for acquisition of land use rights; (ii) prepaid taxes and other tax recoverables; (iii) deposits for land auction; (iv) other deposits and receivables; (v) due from non-controlling shareholders of the subsidiaries; (vi) cost of obtaining contracts; (vii) prepayments for construction cost; (viii) other prepayments, mainly prepaid decoration costs incurred for office buildings; and (ix) deposit paid for a proposed acquisition from a third party. The following table sets forth a breakdown of our prepayments, deposits and other receivables as of the dates indicated:

December 31, 2018 2019 2020 (RMB’000)

Non-Current Deposit paid for a proposed acquisition from a third party ...... – – 15,000

Current Prepayments for acquisition of land use rights ...... 161,084 219,507 396,401 Prepaid taxes and other tax recoverables ...... 58,958 131,901 259,156 Deposits for land auction ...... 46,120 56,853 187,222 Other deposits and receivables ...... 67,354 62,675 122,904 Due from non-controlling shareholders of the subsidiaries ...... – 13,576 57,132 Cost of obtaining contracts ...... 8,473 26,521 34,758 Prepayments for construction cost ..... 5,058 21,825 35,836 Other prepayments ...... 1,111 2,955 4,838 Impairment ...... (752) (620) (550)

Total ...... 347,406 535,193 1,112,697

Prepayments for acquisition of land use rights represent the land premium deposits we paid for land parcels acquired through public tenders, auctions and listing-for-sale. We recorded such land premium deposits as prepayments before we obtained land use rights certificates for the respective land parcels. There is a time difference between the time we paid the land premium deposits and the time we obtained land use rights certificates. Our prepayments for acquisition of land use rights increased by 36.3% from RMB161.1 million as of December 31, 2018 to RMB219.5 million as of December 31, 2019, and further increased by 80.6% to RMB396.4 million as of December 31, 2020, which was in line with our business expansion and increases in our acquisition of land parcels.

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Prepaid taxes and other tax recoverables primarily represent prepaid VAT and other surcharges with respect to pre-sale of our property projects. Our prepaid taxes and other tax recoverables increased significantly from RMB59.0 million as of December 31, 2018 to RMB131.9 million as of December 31, 2019, primarily due to an increase in the number of properties pre-sold in line with our business expansion, mainly in Deqing, Jinan, Ningbo and Jiangmen. Our prepaid taxes and other tax recoverables increased by 96.5% from RMB131.9 million as of December 31, 2019 to RMB259.2 million as of December 31, 2020, primarily due to an increases in the number of properties pre-sold in line with business expansion, mainly in Huizhou, Foshan, Changzhou and Xi'an.

Deposits for land auction represent the tender deposits prepaid for bidding of land use rights, which fluctuated with the timing and deposits required for the biddings of land parcels we intended to participate in. In general, if our proposed tender is unsuccessful, the deposit will be returned to us in full. If our proposed tender is successful, the deposit will become pre-paid land costs. The significant increase in deposits for land auction from RMB56.9 million as of December 31, 2019 to RMB187.2 million as of December 31, 2020 was in line with our rapid business growth.

Other deposits and receivables primarily represent deposits in relation to contract performance, migrant workers’ wages, decoration projects, leases and reserve fund. Our other deposits and receivables decreased from RMB67.4 million as of December 31, 2018 to RMB62.7 million as of December 31, 2019, mainly as a result of an RMB11 million refund of performance deposit upon the completion of Foshan Shunde Yuegangao Bigger Bay Area Smart Innovation Town (佛山順德粵港澳大灣區智能創新小鎮) in 2019. Our other deposits and receivables increased by 96.0% to RMB122.9 million as of December 31, 2020, primarily due to the expansion of our business and increase in the number of our project companies, which resulted in the increase of reserve fund and deposits for salaries and leased office buildings.

Amounts due from non-controlling shareholders of the subsidiaries represent non-interest bearing cash advances made by our non-wholly owned subsidiaries to the non-controlling shareholders who are Independent Third Parties from time to time before the final distribution of the profits from properties projects. In our ordinary course of business, we cooperate with Independent Third Parties to develop properties by establishing project company subsidiaries. In accordance with the relevant joint development agreements, we and the non-controlling shareholders provide funding to the relevant subsidiaries to meet their capital needs to pay for land costs, cost of property development and sales. We and the non-controlling shareholders provide these funds in proportion to the equity interests held, and these amounts due from or to non-controlling shareholders will be settled from time to time through dividend distribution in accordance with proportions set forth in the joint development agreements, depending on the progress of the jointly-developed projects, until the final distribution of profits from the projects. Advances made to non-controlling shareholders typically require approvals from both project company and headquarter level, after taking into consideration of the construction progress of the relevant projects, the availability of sufficient working capital and compliance with relevant laws and regulations, among others. We do not intend to settle all non-trade amounts due from or to non-controlling shareholders prior to the [REDACTED], and expect such advances to be recurring in the future during our ordinary course of business. Our amounts due from non-controlling shareholders of the subsidiaries increased from RMB13.6 million as of December 31, 2019 to RMB57.1 million as of December 31, 2020, primarily due to an

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Cost of obtaining contracts primarily represent capitalized sales commission recognized in accordance with IFRS 15. The significant increase in cost of obtaining contracts from RMB8.5 million as of December 31, 2018 to RMB26.5 million as of December 31, 2019 was primarily due to an increase in commissions made to our industrial park marketing and sales personnel, resulting from an increase in the number of properties pre-sold in 2019, mainly in Deqing, Ningbo, Jinan and Jiangmen. Our cost of obtaining contracts further increased by 31.3% to RMB34.8 million as of December 31, 2020 from RMB26.5 million as of December 31, 2019, primarily due to an increase in commissions paid in line with our expanding sales scale.

Prepayments for construction cost primarily represent prepayments we made to suppliers for construction purpose. Our prepayments for construction cost increased significantly from RMB5.1 million as of December 31, 2018 to RMB21.8 million as of December 31, 2019, and further increased by 64.2% to RMB35.8 million as of December 31, 2020, primarily due to the commencement or planned commencement of our property projects.

Other prepayments mainly include prepaid decoration costs for office buildings. Our other prepayments increased significantly from RMB1.1 million as of December 31, 2018 to RMB3.0 million as of December 31, 2019, and further increased by 60.0% to RMB4.8 million as of December 31, 2020, primarily due to our business expansion, which result in the increase of project companies, leased office buildings and associated decoration costs.

We recorded deposit paid for a proposed acquisition from a third party of RMB15.0 million as of December 31, 2020. The proposed acquisition was carried out through Changzhou Jinlong Operation Management Co., Ltd’s (常州錦龍運營管理有限公司) to acquire 100% equity interests in a company in Jiangsu province for a parcel of land from an Independent Third Party for a total consideration of RMB36.8 million. The proposed acquisition was still in progress as of the Latest Practicable Date. See note 21 to the Accountants’ Report in the Appendix I to this document.

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Bills Receivable at Fair Value Through Other Comprehensive Income

During the Track Record Period, our bills receivable at fair value through other comprehensive income amounted to RMB17.8 million, RMB14.5 million and RMB42.1 million as of December 31, 2018, December 31, 2019 and December 31, 2020, respectively. Bills receivable at fair value through other comprehensive income mainly represent bills receivable that arise in connection with sales of our properties and are recorded at fair value through other comprehensive income in accordance with IFRS 9. See note 22 in the Accountants’ Report in Appendix I to this document for further detail.

Tax Recoverable

Tax recoverable primarily represent prepayments of LAT by our project companies. We recorded tax recoverable amounted to nil, RMB31.6 million and RMB115.3 million as of December 31, 2018, 2019 and 2020, respectively. The significant increase was primarily due to an increase in our LAT prepayments, as a result of the increase of our pre-sold properties.

Cash and Cash Equivalents, Restricted Cash and Pledged Deposits

The following table sets forth the components of our cash and cash equivalents, restricted cash and pledged deposits as of the dates indicated:

December 31, 2018 2019 2020 (RMB’000)

Cash and bank balances ...... 40,075 362,105 1,337,767 Less: Restricted cash ...... 22,137 99,871 305,847 Pledged deposits ...... 3,769 65,649 70,799

Cash and cash equivalents ...... 14,169 196,585 961,121

Our cash and bank balances increased significantly from RMB14.2 million as of December 31, 2018 to RMB196.6 million as of December 31, 2019, and further increased significantly to RMB961.1 million as of December 31, 2020. See “—Liquidity and Capital Resources—Cash Flow Analysis.”

Our restricted cash primarily consist of pre-sale proceeds. For a limited number of our projects, we are required to maintain certain percentages of pre-sale proceeds to the designated regulatory accounts and such proceeds can be used for payment of construction costs and other costs related to the relevant projects pursuant to the relevant rules and regulations. We recorded such proceeds as restricted cash. Our restricted cash increased significantly from RMB22.1 million as of December 31, 2018 to RMB99.9 million as of December 31, 2019, and further to RMB305.8 million as of December 31, 2020, primarily attributable to an overall increase in our pre-sale proceeds.

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Pledged deposits mainly consist of bank deposits pledged as security for purchasers’ mortgage loans and bills payable. Our pledged deposits increased significantly from RMB3.8 million as of December 31, 2018 to RMB65.6 million as of December 31, 2019 and further increased significantly to RMB70.8 million as of December 31, 2020, primarily due to our business expansion, an increase in property sales and the resulting increase in purchasers’ mortgage loans.

Trade and Bills Payables

Trade and bills payables primarily include payables to third-party suppliers and construction contractors. Our trade and bills payables amounted to RMB310.3 million, RMB982.0 million and RMB2,212.2 million as of December 31, 2018, 2019 and 2020, respectively. The continuing increase in trade and bills payable during the Track Record Period was primarily due to an increase in the number of projects that were constructed or under construction.

The following table sets forth the aging analysis of our trade and bills payables as of the dates indicated:

December 31, 2018 2019 2020 (RMB’000)

Less than one year ...... 299,763 970,022 2,180,748 Over one year ...... 10,531 12,018 31,467

Total ...... 310,294 982,040 2,212,215

Our trade and bills payable turnover days were 201.1 days, 179.8 days and 175.5 days in 2018, 2019 and 2020, respectively. Our trade and bills payables turnover days are calculated by dividing the average of trade and bills payables at the beginning and the end of relevant period by cost of sales and multiplying the resulting value by number of days in relevant period. Specifically, there is a timing difference among the costs incurred during property development, the payment schedule to our suppliers and contractors, and construction costs charged to the profit or loss. We recorded construction costs incurred for property development as properties under development and the relevant payables to our suppliers as trade and bills payable. Construction costs incurred for property development will be recognized as the cost of sales in our combined statements of profit or loss and other comprehensive income when we recognize revenue from development and sales of properties. The timing of such delivery may affect the amount of our cost of sales recognized. As a result of the foregoing, our trade and bills payables turnover days are different from period to period. Our trade and bills payables turnover days were relatively long during the Track Record Period because we established good business credit on the market.

As of March 31, 2021, approximately RMB898.0 million, representing 40.6% of our trade and bills payables as of December 31, 2020, was settled. During the Track Record Period and up to the Latest Practicable Date, our Directors confirm that we did not have material default on payment of trade and bills payables.

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Other Payables, Deposits Received and Accruals

Our other payables, deposits received and accruals primarily represent (i) deposits related to the sale of properties; (ii) payroll and welfare payable; (iii) deposits related to construction; (iv) business tax and surcharges; (v) other payables and accruals; (vi) payable for acquisition of subsidiaries; (vii) advanced from employees; (viii) interest payable; (ix) payable to a third party; and (x) due to non-controlling shareholders of the subsidiaries. The following table sets forth a breakdown of our other payables as of the dates indicated:

December 31, 2018 2019 2020 (RMB’000)

Deposits related to the sale of properties ...... 129,313 425,008 450,393 Payroll and welfare payable ...... 43,974 94,645 204,891 Deposits related to construction ...... 32,314 55,175 87,703 Business tax and surcharges ...... 2,456 18,913 38,020 Other payables and accruals ...... 24,899 21,838 45,106 Payable for acquisition of subsidiaries. . – – 33,030 Advanced from employees ...... 327 1,634 3,884 Interest payable ...... 370 4,569 1,707 Payable to a third party...... – – 25,236 Due to non-controlling shareholders of subsidiaries ...... – 1,991 11,930

Total ...... 233,653 623,773 901,900

Deposits related to the sale of properties represent deposits paid by purchasers of our properties before entering into customized development contracts. The deposits are credited to their purchase payments after entering into the formal agreements, or refunded if they decide not to proceed with the property purchase transaction. The deposits related to the sale of properties increased significantly from RMB129.3 million as of December 31, 2018 to RMB425.0 million as of December 31, 2019, primarily due to an increase in the deposits for certain property projects in Wuxi and Yixing. Deposits related to the sale of properties increased from RMB425.0 million as of December 31, 2019 to RMB450.4 million as of December 31, 2020, primarily attributable to an increase in the deposits for certain property projects in Cangzhou, Chuzhou and Jinan.

Payroll and welfare payable represents accrued but unpaid employee compensation. The significant increase in payroll and welfare payable from RMB44.0 million as of December 31, 2018 to RMB94.6 million as of December 31, 2019, and further to RMB204.9 million as of December 31, 2020, was primarily due to an increase in headcount and annual bonus paid to our employees in line with our business expansion and outstanding performance in selling properties.

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Deposits related to construction represent quality assurance deposits paid by our suppliers. Our deposits related to construction increased by 70.9% from RMB32.3 million as of December 31, 2018 to RMB55.2 million as of December 31, 2019, primarily due to an increase in our properties commencing or planning to commence construction in 2019, mainly in Huizhou, Zhangzhou, Jinan and Yangzhou. Our deposits related to construction increased by 58.9% from RMB55.2 million as of December 31, 2019 to RMB87.7 million as of December 31, 2020, primarily due to an increase in the number of property projects commencing construction.

Business tax and surcharges mainly include value-added taxes, land use rights tax and other surcharges. Our business tax and surcharges increased significantly from RMB2.5 million as of December 31, 2018 to RMB18.9 million as of December 31, 2019, and increased further by 101.1% to RMB38.0 million as of December 31, 2020, primarily as a result of increase in our revenue, which caused an increase of our VAT in 2019 and in 2020.

Other payables and accruals primarily consist of (i) accrued expenses, such as marketing, security and garbage disposal expenses; and (ii) receipts of utilities payments from or on behalf of our corporate customers. Our accrued liabilities decreased slightly from RMB24.9 million as of December 31, 2018 to RMB21.8 million as of December 31, 2019 primarily because we settled part of our accrued expenses, including marketing expenses, prior to the end of 2019. Our accrued liabilities increased to RMB45.1 million as of December 31, 2020, mainly as a result of an increase in the number of our project, residents and tenants, which led to increases in overall accrued expenses and utility payments we received from or on behalf of residents and tenants.

Amount payable for acquisition of subsidiaries of RMB33.0 million as of December 31, 2020 represents our payables arising from the acquisition of Zhengzhou Yushi Operation Management Co., Ltd (鄭州譽石產業園管理有限公司) and Wuhan Silk Road Linghang Semiconductor Co., Ltd. (武漢絲路領航半導體有限公司). See note 33 in the Accountants’ Report in Appendix I to this document.

Advanced from employees represents travel expenses and other miscellaneous expenses advanced from employees. The continuing significant increase in advanced from employees during the Track Record Period was primarily driven by our business expansion.

Interest payable represents interest expenses that have been accrued, but were not due or paid yet. The significant increase in interest payable from RMB0.4 million as of December 31, 2018 to RMB4.6 million as of December 31, 2019 was primarily due to interest payable on our secured bank and other borrowings, relating to our property projects in Shanghai, Hefei, Jinhua and Chuzhou. Our interest payable decrease from RMB4.6 million as of December 31, 2019 to RMB1.7 million as of December 31, 2020, primarily because we settled due and payable interests on part of our borrowings before December 31, 2020.

We recorded amounts payable to a third party of RMB25.2 million as of December 31, 2020, mainly representing amounts due to predecessor shareholders of Zhengzhou Yushi Operation Management Co., Ltd, a company we acquired in 2020. We assumed the amount owed by the company to its predecessor shareholders at the time of the acquisition. The amount payable recorded as of December 31, 2020 was subsequently settled in full in January 2021.

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Amounts due to non-controlling shareholders of subsidiaries mainly represent non-interest bearing advances made by non-controlling shareholders to the relevant subsidiaries from time to time to support project development, which will be gradually settled by the distributions of cash surplus to the non-controlling shareholders. In terms of receipt of cash advances from non-controlling shareholders, the non-controlling shareholders typically make cash advances to the project companies in accordance with the proportions set forth in the joint development agreements for use by the project companies in their ordinary course of property development business. See “—Prepayments, Deposits and Other Receivables” for further details. We do not intend to settle all amounts due to non-controlling shareholders of our subsidiaries prior to the [REDACTED] and expect that such advances will be recurring in the future during the ordinary course of our business. Amounts due to non-controlling shareholders increased significantly from RMB2.0 million as of December 31, 2019 to RMB11.9 million as of December 31, 2020, primarily due to an increase in non-controlling interests caused by our business expansion. As of March 31, 2021, approximately RMB3.9 million, representing 32.8% of amounts due to non-controlling shareholders of subsidiaries as of December 31, 2020, were subsequently settled.

Our Directors confirm that we did not have material default on payment of other payables and accruals during the Track Record Period and up to the Latest Practicable Date.

Due to Related Parties

See “—Related Party Transactions” for details on types of transactions, background of the related parties and outstanding balances due to related parties.

Tax Payable

Tax payable represents accrued but unpaid tax liabilities, which primarily include LAT and corporate income tax. The following table sets forth a breakdown of our tax payable as of the dates indicated.

December 31, 2018 2019 2020 (RMB’000)

PRC corporate income tax ...... 33,067 135,043 186,283 PRCLAT...... 16,896 52,234 93,546

Total ...... 49,963 187,277 279,829

Contract Liabilities

We receive payments from customers in accordance with the billing schedule set forth in the customized development or pre-sale contracts. Payments are usually received before the delivery of properties and we record such payments as contract liabilities until we recognize these payments as revenue. Our contract liabilities increased from RMB1,186.3 million as of December 31, 2018 to RMB2,255.6 million as of December 31, 2019, and further to RMB4,142.9

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The following table sets forth the transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) related to the sale of properties as of the dates indicated.

December 31, 2018 2019 2020 (RMB’000)

Expected to be satisfied within one year 1,371,242 3,086,413 6,682,503 Expected to be satisfied after one year . 1,375,357 2,566,573 3,206,733

Total ...... 2,746,599 5,652,986 9,889,236

In 2018, 2019 and 2020, revenue recognized that was included in the contract liability balance as of the beginning of the year was RMB294.8 million, RMB889.5 million and RMB1,698.5 million, respectively.

As of March 31, 2021, RMB304.0 million, representing 7.3% of our contract liabilities as of December 31, 2020, was settled.

LIQUIDITY AND CAPITAL RESOURCES

Source of Liquidity

We operate in a capital-intensive industry and property development requires substantial capital investments for land acquisition and construction. To date, we have funded our operations, working capital, capital expenditure and other capital requirements primarily from cash generated from our operations, mainly including the progress payments for customized development and proceeds from the pre-sale of properties, comprehensive industrial park operational service fees, construction service fees, receipt of rental income, as well as bank loans and other borrowings. Our financing methods vary from project to project and are subject to limitations imposed by PRC regulations and monetary policies.

As of December 31, 2018, 2019 and 2020, we had cash and cash equivalents of RMB14.2 million, RMB196.6 million and RMB961.1 million, respectively, restricted cash of RMB22.1 million, RMB99.9 million and RMB305.8 million, respectively, and pledged deposits of RMB3.8 million, RMB65.6 million and RMB70.8 million, respectively. See “—Discussion of Certain Combined Statement of Financial Position Items—Cash and Cash Equivalents, Restricted Cash and Pledged Deposits.”

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Net Current Assets

The following table sets forth a breakdown of our net current assets as of the dates indicated.

December 31, March 31, 2018 2019 2020 2021 (RMB’000) (unaudited)

CURRENT ASSETS Properties under development ...... 748,594 2,604,306 4,622,539 6,253,875 Completed properties held for sale ...... 566,569 563,317 867,365 956,475 Trade and bills receivables . . 8,345 41,282 47,411 67,910 Due from related companies . 248,613 924,195 2,509,015 2,677,552 Prepayments, deposits and other receivables ...... 347,406 535,193 1,097,697 1,164,181 Bills receivable at fair value through other comprehensive income .... 17,814 14,499 42,073 35,598 Tax recoverable ...... – 31,611 115,283 166,336 Restricted cash ...... 22,137 99,871 305,847 399,348 Pledged deposits ...... 3,769 65,649 70,799 55,515 Cash and cash equivalents . . 14,169 196,585 961,121 957,311

Total current assets ...... 1,977,416 5,076,508 10,639,150 12,734,101

CURRENT LIABILITIES Trade and bills payables .... 310,294 982,040 2,212,215 2,114,476 Other payables, deposits received and accruals ..... 233,653 623,773 901,900 994,912 Due to related companies . . . 56,058 56,374 1,221 756 Interest-bearing bank and other borrowings ...... 89,400 448,563 582,317 665,480 Tax payable ...... 49,963 187,277 279,829 119,474 Contract liabilities ...... 1,186,266 2,255,565 4,142,861 5,862,554 Lease liabilities ...... 3,722 7,518 11,005 10,570

Total current liabilities...... 1,929,356 4,561,110 8,131,348 9,768,222

Net current assets...... 48,060 515,398 2,507,802 2,965,879

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Our net current assets increased significantly from RMB48.1 million as of December 31, 2018 to RMB515.4 million as of December 31, 2019, primarily due to (i) an RMB1,855.7 million increase in properties under development attributable to our business expansion and increase in the number of projects under development; (ii) an RMB675.6 million increase in amount due from related parties as part of the centralized fund management mechanism before the Reorganization. See “—Related Party Transactions”; (iii) an increase by 54.1% in prepayments, deposits and other receivables attributable to an increase in the number of newly-acquired land parcels in line with our rapid business growth; and (iv) a significant increase in cash and cash equivalents attributable to an increase in our sales proceeds, partially offset by (i) an RMB1,069.3 million increase in contract liabilities due to increased property sales; (ii) an RMB671.7 million increase in trade and bills payables due to our business expansion; (iii) an RMB390.1 million increase in other payables, deposits received in line with our business growth; and (iv) a significant increase in interest-bearing bank and other borrowings due to our increased financing needs driven by our business growth.

Our net current assets further increased significantly form RMB515.4 million as of December 31, 2019 to RMB2,507.8 million as of December 31, 2020, primarily due to (i) an RMB2,018.2 million increase in properties under development attributable to increase in the number of projects under development in line with our business expansion; (ii) an increase by 54.0% in completed properties held for sale attributable to increase in the amount of properties that completed construction; (iii) an RMB1,584.8 million increase in amounts due from related parties as part of the centralized fund management mechanism before the Reorganization. See “—Related Party Transactions”; (iv) an RMB562.5 million increase in prepayments, deposits and other receivables attributable to our rapid business growth and increase in the number of newly-acquired land parcels; and (v) an RMB764.5 million increase in cash and cash equivalents, partially offset by (i) an RMB1,887.3 million increase in contract liabilities due to our increased property sales; (ii) an RMB1,230.2 million increase in trade and bills payables due to our business expansion; and (iii) an increase of RMB278.1 million in other payables, deposits received.

Our net current assets increased from RMB2,507.8 million as of December 31, 2020 to RMB2,965.9 million as of March 31, 2021 primarily due to (i) an RMB1,631.4 million increase in properties under development attributable to our business expansion; and (ii) an RMB139.7 million decrease in trade and bills payables as we settled part of our payables in this period, which were partially offset by an RMB1,719.7 million increase in contract liabilities as a result of increased property sales in this period.

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Cash Flow Analysis

The following table sets forth a summary of our cash flows for the years indicated.

Years Ended December 31, 2018 2019 2020 (RMB’000)

Operating cash flows before movements in working capital ...... (399) 346,072 615,149 Total adjustment from changes in working capital ...... (44,518) (76,568) 458,920 Interest received ...... 318 6,919 5,520 Interest paid ...... (3,236) (22,438) (115,301) Tax paid ...... (23,025) (141,877) (314,383) Net cash flows (used in)/from operating activities ...... (70,860) 112,108 649,905 Net cash flows used in investing activities ...... (66,256) (744,967) (2,025,432) Net cash flows from financing activities 105,993 815,275 2,140,063 Net (decrease)/increase in cash and cash equivalents ...... (31,123) 182,416 764,536 Cash and cash equivalents at beginning of year ...... 45,292 14,169 196,585 Cash and cash equivalents at end of year ...... 14,169 196,585 961,121

Net Cash Flows (Used in)/from Operating Activities

Our cash used in operating activities principally comprises (i) payments made in relation to our property development, such as payments to our contractors and suppliers; (ii) payment of sales and marketing expenses and administrative expenses; and (iii) payment to acquire land. Our cash from operating activities principally comprises proceeds from sales of our properties, as well as services fees from comprehensive industrial park operational services, and construction services and rental income.

In 2020, our net cash flows from operating activities were RMB649.9 million, which was the result of cash generated from operations of RMB1,074.1 million, plus interest received of RMB5.5 million, less interest paid of RMB115.3 million and tax paid of RMB314.4 million. Our cash generated from operations of RMB1,074.1 million primarily reflected (i) profit before tax of RMB546.1 million; (ii) positive total adjustment before movements in working capital of RMB69.0 million; and (iii) positive total adjustment in working capital of RMB458.9 million, which primarily reflected an RMB1,761.3 million increase in contract liabilities and an RMB1,230.2 million increase in trade and bills payables, partially offset by an RMB1,991.2 million increase in properties under development and completed properties held for sale.

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In 2019, our net cash flows from operating activities were RMB112.1 million, which was the result of cash generated from operations of RMB269.5 million, plus interest received of RMB6.9 million, less interest paid of RMB22.4 million and tax paid of RMB141.9 million. Our cash generated from operations of RMB269.5 million primarily reflected (i) profit before tax of RMB331.9 million; (ii) positive total adjustment before movements in working capital of RMB14.2 million; and (iii) negative total adjustment in working capital of RMB76.6 million, which primarily reflected an RMB2,023.0 million increase in properties under development and completed properties held for sale, an RMB191.1 million increase in prepayments, deposits and other receivables, partially offset by an RMB1,019.3 million increase in contract liabilities, an RMB671.7 million increase in trade and bills payables, and an RMB614.9 million increase in other payables, deposits received and accruals.

In 2018, our net cash flows used in operating activities were RMB70.9 million, which was the result of cash used in operations of RMB44.9 million, plus interest received of RMB0.3 million, less interest paid of RMB3.2 million and tax paid of RMB23.0 million. Our cash used in operations of RMB44.9 million primarily reflected (i) profit before tax of RMB14.2 million; (ii) negative total adjustment before movements in working capital of RMB14.6 million, primarily reflected an RMB911.2 million increase in properties under development and completed properties held for sale and an RMB223.3 million increase in prepayments, deposits and other receivables, partially offset by an RMB671.6 million increase in contract liabilities and an RMB285.8 million increase in trade and bills payables.

Net Cash Flows Used in Investing Activities

Our cash used in investing activities principally comprises payments made in relation to advances to related companies, additions of investment properties and acquisition of subsidiaries. Our cash from investing activities principally comprises repayment of advances to related companies.

In 2020, our net cash flows used in investing activities were RMB2,025.4 million, primarily reflecting (i) advances to related parties of RMB1,658.7 million; (ii) additions to investment properties of RMB271.9 million; and (iii) acquisition of subsidiaries and increase in non-current deposits for a proposed acquisition of RMB78.3 million, partially offset by repayment of advances made to related parties of RMB67.7 million.

In 2019, our net cash flows used in investing activities were RMB745.0 million, primarily reflecting (i) advances to related parties of RMB921.0 million; and (ii) additions to investment properties of RMB56.5 million.

In 2018, our net cash flows used in investing activities were RMB66.3 million, primarily reflecting (i) advances to related parties of RMB17.6 million; and (ii) additions to investment properties of RMB39.7 million.

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Net Cash Flows from Financing Activities

Cash from financing activities principally comprises proceeds from interest-bearing bank and other borrowings, capital contribution by the then parent company, capital contribution by the non-controlling shareholders, and advances from related companies. Cash used in financing activities principally comprises repayments of interest-bearing bank and other borrowings, repayments of advances from related companies, and consideration paid for business combination under common control.

In 2020, our net cash flows from financing activities were RMB2,140.1 million, primarily reflecting (i) proceeds from interest-bearing bank and other borrowings of RMB2,213.5 million; (ii) capital contribution by the then parent company of RMB688.8 million; and (iii) capital contribution by the non-controlling shareholders of subsidiaries of RMB93.0 million, partially offset by (i) repayment of interest-bearing bank and other borrowings of RMB846.1 million; and (ii) repayment of advances from related parties of RMB55.6 million.

In 2019, our net cash flows from financing activities were RMB815.3 million, primarily reflecting (i) proceeds from interest-bearing bank and other borrowings of RMB872.4 million; and (ii) capital contribution by the non-controlling shareholders of subsidiaries of RMB40.4 million, partially offset by repayment of interest-bearing bank and other borrowings of RMB90.4 million.

In 2018, our net cash flows from financing activities were RMB106.0 million, primarily reflecting (i) proceeds from interest-bearing bank and other borrowings of RMB172.7 million; and (ii) advances from related parties of RMB103.7 million, partially offset by (i) payments for business combination under common control of RMB128.6 million and (ii) repayment of advances from related parties of RMB69.4 million.

Working Capital

We need working capital to service our debts when due and to pay construction costs, land acquisition costs and all applicable taxes for projects developed by our subsidiaries. In 2018, we recorded net operating cash outflows, primarily due to our continued increase in property development activities and strengthened land acquisition efforts. Such cash outflows may not always be completely offset by the proceeds from sales of the properties for the respective year, which we believe is consistent with our industry practice. See “—Liquidity and Capital Resources—Cash Flow Analysis—Net Cash Flows (Used in)/from Operating Activities” and “Risk Factors—Risks Relating to Our Business and Industry—We had negative net operating cash flow in 2018.”

To achieve sufficient working capital, we will continue to improve our cash inflow associated with the sales of our properties by strengthening marketing efforts and further enhancing the payment collection from our customers with respect to the property sales. We also intend to better utilize the payment terms under the construction agreements provided by our general contractors through negotiation and the establishment of strategic relationships, in order to optimize the payment schedules for construction fees to match our proceeds collection and property sales plan. In addition, at our headquarters level, various departments will coordinate to plan and monitor our cash outflow by establishing our development and construction schedules, property sales and land acquisition plans based on the cash inflow associated with existing and planned external financing opportunities.

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Sufficiency of Working Capital

Taking into account our current project development and sales schedules, our expected cash generated from operating activities, the estimated net proceeds from the [REDACTED], our credit facilities maintained with banks, and additional financial resources available to us, together with our expected cash outflow in the near future, which are mainly driven by the increase in the number of our existing property projects entering into development stage and the unpaid land premiums, our Directors are of the opinion that we will have available sufficient working capital for our present requirements for at least the 12 months following the date of this document.

Capital Expenditures

Our capital expenditure during the Track Record Period primarily represented expenditures incurred relating to purchase of property, plant and equipment and intangible assets. In 2018, 2019 and 2020, we incurred cash expenditures of RMB8.9 million, RMB25.4 million, and RMB30.6 million, respectively.

Our Directors estimate that our capital expenditure for 2021 will be approximately RMB40.3 million. Such estimates represent the total capital expenditure we expect to incur based on our existing business plans. We may adjust our business plans and the estimate total capital expenditure may also change.

COMMITMENTS AND CONTINGENT LIABILITIES

Capital Commitments

During the Track Record Period, our capital commitments mainly related to property development activities, investment properties, acquisition of land use rights and capital contributions for the acquisition of subsidiaries. The following table sets forth our capital commitments as of the dates indicated.

December 31, 2018 2019 2020 (RMB’000)

Contracted, but not provided for: Property development activities ..... 600,983 2,800,194 4,849,085 Investment properties ...... 56,520 132,160 297,768 Acquisition of land use rights ...... 45,545 164,751 74,604 Capital contributions for the acquisition of subsidiaries ...... – – 141,750

Total ...... 703,048 3,097,105 5,363,207

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Contingent Liabilities

In line with market practice in the PRC, we have arrangements with various banks for the provision of mortgage financing and, where required, provide purchasers of our plants with guarantees as security for mortgage loans. The terms of such guarantees typically last until the issuance of the property ownership certificate upon the completion of guarantee registration or satisfaction of mortgage loan by the purchaser. As a guarantor, if the purchaser defaults in payment, we are obligated to repay all outstanding amounts owed by the purchaser to the mortgagee bank under the loan and have the right to claim such amount from the defaulting purchaser. We did not incur any material losses during the Track Record Period in respect of the guarantees provided for mortgage facilities granted to purchasers of our completed properties held for sale. Our Directors considered that in case of default on payments, the net realizable value of the related properties would be sufficient to repay the outstanding mortgage loans together with any accrued interest and penalty. As such, no provision has been made in connection with the guarantees.

The following table set forth our total mortgage guarantees as of the dates indicated:

December 31, 2018 2019 2020 (RMB’000) Guarantees given to banks in connection with facilities granted to purchasers of our properties ...... 179,221 1,360,029 2,275,775

Total ...... 179,221 1,360,029 2,275,775

Except as disclosed herein and apart from intra-group liabilities, we did not have any outstanding loan capital, bank overdrafts and liabilities under acceptances or other similar indebtedness, debentures, mortgages, charges or loans, or acceptance credits or hire purchase commitments, guarantees or other material contingent liabilities or any covenant in connection therewith as of March 31, 2021, being the latest practicable date for the purpose of the indebtedness statement. Our Directors have confirmed that there had not been any material change in the indebtedness, capital commitments and contingent liabilities of our Group up to the latest practicable date for the purpose of the indebtedness statement.

OFF-BALANCE SHEET ARRANGEMENTS

Save for the contingent liabilities disclosed in “—Commitments and Contingent Liabilities—Contingent Liabilities” above, we have not entered into any off-balance sheet arrangements or commitments to guarantee the payment obligations of any third parties and related parties. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engage in leasing or hedging or research and development services with us.

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INDEBTEDNESS

The following table sets forth a breakdown of our borrowings and lease liabilities as of the dates indicated:

December 31, March 31, 2018 2019 2020 2021 (RMB’000) (unaudited)

Current Bank loans – secured ...... 29,700 237,369 503,927 587,090 Other loans – secured ...... 59,700 211,194 78,390 78,390 Lease Liabilities within one year ...... 3,722 7,518 11,005 10,570

Total current...... 93,122 456,081 593,322 676,050

Non-current Bank loans – secured ...... – 502,889 1,731,149 2,143,658 Other loans – secured ...... 78,300 – – – Lease Liabilities ...... 10,711 15,271 11,769 10,694

Total non-current ...... 89,011 518,160 1,742,918 2,154,352

Total borrowings and lease liabilities...... 182,133 974,241 2,336,240 2,830,402

Our total lease liabilities were RMB14.4 million, RMB22.8 million, RMB22.8 million, and RMB21.3 million as of December 31, 2018, 2019 and 2020 and March 31, 2021, respectively, in accordance with the adoption of IFRS 16. Our other secured loans represented our secured borrowings from non-financial institutions.

Our total borrowings increased significantly from RMB167.7 million as of December 31, 2018 to RMB951.5 million as of December 31, 2019, and further increased significantly to RMB2,313.5 million as of December 31, 2020 and RMB2,809.1 million as of March 31, 2021, primarily because of our increased financial needs in line with our business expansion. See note 27 in the Accountants’ Report in Appendix I to this document.

The weighted average interest rates for our bank and other borrowings, which represent the actual borrowing costs for these loans divided by the total balance that were outstanding as of December 31, 2018, 2019 and 2020 were 8.2%, 7.2%, and 6.4%, respectively.

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Our borrowings may be secured by our asset portfolio which includes investment properties, properties under development and completed properties held for sale. Moreover, Zhongnan Holding has guaranteed certain of our bank loans up to RMB167.7 million, RMB957.6 million and RMB1,899.3 million as of December 31, 2018, 2019 and 2020, respectively. Our Directors confirm that all of such guarantees will be fully released before the [REDACTED].

We are subject to certain customary restrictive covenants under our credit facilities with commercial banks. For example, certain of our subsidiaries are prohibited from merger, restructuring, spin-off, material asset transfer, liquidation, change of control, reduction of registered capital, change of scope of business, declaration of dividends and incurring further indebtedness without the prior consent of the relevant banks. Certain of our banking facilities also contain cross-default provisions. See “Risk Factors—Risks Relating to Our Business and Industry—We are subject to risks associated with certain covenants or restrictions under our borrowings, which may adversely affect our business, financial condition and results of operations.” However, our Directors do not expect that such covenants would materially restrict our overall ability to undertake additional debt or equity financing necessary to carry out our current business plans. Our Directors confirm that they were not aware of any breach of any of the covenants contained in our banking and other loan facilities constituting any event of default during the Track Record Period and up to the Latest Practicable Date, nor were they aware of any restrictions that will limit our ability to drawdown on our unutilized facilities. Our Directors further confirm that during the Track Record Period and up to the Latest Practicable Date, we did not have material default on our borrowings, and we did not experience any material difficulties in obtaining banking facilities. We have sufficient capital to meet our obligations under various bank and other loan facilities, and we do not expect to have any foreseeable difficulties in fulfilling the covenants under our bank and other loan facilities.

During the Track Record Period, all of the funds from these bank borrowings and other financing arrangements were properly applied as designated. We, together with our lenders, take the following measures to ensure that the funds from these bank borrowings and other financing arrangements are properly applied as designated during the Track Record Period and going forward: (i) we, as the borrower, have internal policies in place, requesting any use of the funds to go through our internal payment procedures. Specially, (a) a project company’s general manager or head of the finance department reviews the relevant budgets and payment applications, and approves and authorizes the payments in accordance with the relevant contract terms that specify the designated use of the funds, and (b) the regional companies and our financial management center at the group level supervise the project companies’ implementation of the internal payment procedures; and (ii) the relevant financing agreements typically provide for supervision mechanisms for the lenders to supervise the respective project company’s use of the proceeds. Under such supervision mechanisms, the project companies shall provide materials and documents which demonstrate that the proceeds are used as designated under the relevant financing agreements.

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As of December 31, 2018, 2019 and 2020, our bank and other borrowings were repayable as follows:

December 31, March 31, 2018 2019 2020 2021 (RMB’000)

Analysed into: Repayable within one year . . 89,400 448,563 582,317 665,480 Repayable in the second year 78,300 152,890 903,962 1,246,539 Repayable within two to five years ...... – 349,999 827,187 897,119

Total ...... 167,700 951,452 2,313,466 2,809,138

As of December 31, 2020 and March 31, 2021, we had approximately RMB1,676.4 million and RMB1,176.0 million approved unutilized credit facilities, respectively. Our approved unutilized credit facilities are covered by legally binding and enforceable loan agreements which we have entered into with banks and other financial institutions. Our Directors have confirmed that, other than the [REDACTED], we do not currently have any concrete and material external financing plans outside our ordinary course of business. We do not anticipate any changes to the availability of bank financing to finance our operations in the future, although there is no assurance that we will be able to access bank financing on favorable terms.

SUMMARY OF KEY FINANCIAL RATIOS

The following table sets forth certain of our key financial ratios as of the dates indicated: December 31, 2018 2019 2020

Current ratio(1) (times) ...... 1.0 1.1 1.3 Interest coverage ratio(2) (times) ...... 0.5 4.5 2.5 Net gearing ratio(3) (times) ...... 1.0 1.7 0.6 Return on total assets(4) (%)...... N/A 4.6 3.5 Return on equity(5) (%)...... N/A 109.6 35.7

(1) Current ratio is calculated by dividing the total current assets by our total current liabilities as of the respective dates.

(4) Return on total assets ratio is calculated by dividing our profit for the year by the average total assets of the year and then multiplied by 100%.

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Current Ratio

Our current ratio remained relatively stable at 1.0 times, 1.1 times, and 1.3 times, respectively, as of December 31, 2018, 2019 and 2020.

Interest Coverage Ratio

Our interest coverage ratio increased from 0.5 times in 2018 to 4.5 times in 2019 mainly due to the increase in revenue from development and sales of properties in 2019. Our interest coverage rate decreased to 2.5 times in 2020 mainly because increase in interest expenses outpaced the increase in our profit before tax and interest.

Net Gearing Ratio

Our net gearing ratio increased from 1.0 times as of December 31, 2018 to 1.7 times as of December 31, 2019, primarily attributable to an increase in our net borrowings due to increased financing needs driven by business growth, which outpaced the increase in our equity. Our net gearing ratio decreased from 1.7 times as of December 31, 2019 to 0.6 times as of December 31, 2020, primarily attributable to the increase in total equity as a result of the improvement in our profitability, which was partially offset by an increase in our net borrowings.

Return on Total Assets

Our return on total assets ratio decreased from 4.6% for 2019 to 3.5% for 2020, primarily due to the increase in our total assets such as properties under development as a result of our business growth.

Return on Equity

Our return on equity ratio decreased from 109.6% in 2019 to 35.7% in 2020, primarily due to the significant increase in our total equity from 2019 to 2020.

QUANTITATIVE AND QUALITATIVE ANALYSIS ABOUT MARKET RISK

We are, in the ordinary course of our business, exposed to various market risks, mainly including interest rate risk, credit risk and liquidity risk. Our exposure to these risks and the financial risk management policies and practices used by us to manage these risks are described below.

Interest Rate Risk

Our exposure to risk for changes in market interest rates relates primarily to our interest-bearing bank and other borrowings. We do not use derivative financial instruments to hedge interest rate risk. We manage our interest cost using variable rate bank borrowings and other borrowings.

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If the interest rate of bank and other borrowings had increased/decreased by 1% and all other variables held constant, our profit before tax, through the impact on floating rate borrowings, would have decreased/increased by approximately RMB1.7 million, RMB6.7 million and RMB13.3 million for the years ended December 31, 2018, 2019 and 2020, respectively.

Credit Risk

We classify financial instruments on basis of shared credit risk characteristics, such as instrument type and credit risk ratings for the purpose of determining significant increases in credit risk and calculation of impairment. To manage risk arising from trade receivables, we have policies in place to ensure that credit terms are made only to counterparties with an appropriate credit history and we perform ongoing credit evaluations of our counterparties. The credit term granted to our customers is generally from one to three months and the credit quality of these customers is assessed after taking into account their financial position, past experience and other factors. We also have other monitoring procedures to ensure that follow-up action is taken to recover overdue receivables. In addition, we regularly review the recoverable amount of trade receivables to ensure that adequate impairment losses are made for irrecoverable amounts. We have no significant concentrations of credit risk, with exposure spread over a large number of counterparties and customers.

We make periodic collective assessments for financial assets included in prepayments and other receivables and amounts due from related companies as well as individual assessments on the recoverability of other receivables and amounts due from related companies based on historical settlement records and past experience. We constantly monitor the credit risk of our financial assets included in prepayments, deposits and other receivables and amounts due from related companies. Our Directors believe that there is no material credit risk inherent in our outstanding balance of financial assets included in prepayments and other receivables and amounts due from related companies.

Liquidity Risk

Our objective is to maintain a balance between continuity of funding and flexibility through the use of interest-bearing bank and other borrowings. We review our liquidity position on an ongoing basis, including review of the expected cash inflows and outflows, sales results, maturity of our borrowings and the progress of the planned property development projects in order to monitor our liquidity requirements in the short and long terms. We have established an appropriate liquidity risk management measures for our liquidity management requirements to ensure that we maintain sufficient reserves of, and adequate committed lines of funding from, financial institutions to meet our liquidity requirements in the short and long term. See note 40(c) in the Accountants’ Report in Appendix I to this document for more detail on the maturity profile of our Group’s financial liabilities as of December 31, 2018, 2019 and 2020, based on contractual undiscounted payments.

RELATED PARTY TRANSACTIONS

Significant Related Party Transactions

During the Track Record Period, we carried out transactions with related parties as set forth in note 37 to the Accountants’ Report in Appendix I to this document.

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Our related party transactions during the Track Record Period primarily included transactions in connection with (i) amounts due from and due to related parties relating to non-trade activities; and (ii) construction fees paid to related parties. As of December 31, 2018, 2019 and 2020, we had trade and bills payable due to related parties of RMB7.6 million, RMB107.7 million and RMB447.6 million, respectively. Our Directors have confirmed that all business transactions with related parties were conducted on normal commercial terms.

During the Track Record Period, we recorded interest income from advances to a related party controlled by a Director of us, due to its acquisition of Weifang Jinqin in 2019 from us with a consideration of approximately RMB10.2 million. We made an advance to Weifang Jinqin, a then subsidiary of us, for its acquisition of a land parcel in Weifang in 2019. We recognized the advance as due from Qingdao Zhongnan with a fixed annual interest rate of 15.0% when Qingdao Zhongnan acquired 100% equity interests in Weifang Jinqin in 2019. The outstanding amounts and relevant interest were fully settled in 2020. As advised by our PRC Legal Advisors, the interest-bearing loans advanced by us to related parties may be governed by the General Lending《貸款通則》 Provisions). According ( to the General Lending Provisions, only financial institutions may legally engage in the business of extending loans, and loans between companies that are not financial institutions are prohibited. The PBOC may impose penalties on the lender equivalent to one to five times of the income generated from loan advancing activities. However, according to the Provisions of the Supreme People’s Court on Several Issues concerning the Application of Law in the Trial of Private Lending Cases《最高人民法院關於審理民間借貸案件適用法律若干問 ( 題的規定》), or the Provisions, that became effective on September 1, 2015 and was amended on August 20, 2020 and December 29, 2020 and came into effect on January 1, 2021, lending contracts among companies are valid if they are made for the purposes of supporting production or business operations. Pursuant to the Notice of the Supreme People’s Court on Conscientiously Studying, Implementing and Applying the Provisions of the Supreme People’s Court on Several Issues concerning the Application of Law in the Trial of Private Lending Cases (最高人民法院關於認真學習貫徹適用《最高人民法院關於審理民間借貸案件適用法律若干問題的規定》的通知) published on August 25, 2015, the Provisions shall apply to loans entered into prior to the implementation of the Provisions that are invalid under the former judicial interpretations but valid under the Provisions. Pursuant to the Provisions, private lending contracts concluded between legal persons or other organizations are effective and valid under PRC law except where the contracts for the lending (i) are void under the PRC Civil Code or (ii) fall within the scope of void lending contracts as particularly provided in the Provision. In addition, under the Civil Code of the PRC《民法典》 ( ), property rights holders have the right to freely direct the use of their properties (including the lending of money and funds) in accordance with the law.

Our Directors confirm that such advance made to the related party during the Track Record Period were made for the purpose of such party’s normal business operations, and the interest rate we charged on such advance prior to December 31, 2020 did not exceed four times the loan prime rate for one-year loan published by the National Interbank Funding Center. As of the Latest Practicable Date, no administrative action, fine or penalty had been imposed by the PBOC on us regarding such advance. Based on the foregoing, as advised by our PRC Legal Advisors, the risk of us being penalized for the above mentioned borrowing is low.

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Balances with Related Parties

December 31, 2018 2019 2020 (RMB’000)

Due from shareholders ...... – – 6,094 Due from related parties relating to non-trade activities...... 248,613 925,578 2,506,690 Impairment ...... – (1,383) (3,769)

Total ...... 248,613 924,195 2,509,015

Due to shareholders ...... 28,758 28,750 – Trade and bills payable due to related parties ...... 7,606 107,652 447,561 Due to related parties relating to trade activities ...... 5 755 1,221 Due to related parties relating to non-trade activities...... 27,295 26,869 –

Total ...... 63,664 164,026 448,782

As of December 31, 2018, 2019 and 2020, we recorded balances of amounts due to related parties relating to trade activities of RMB5,000, RMB0.8 million, RMB1.2 million, respectively, mainly comprising performance deposits from related parties in relation to the projects where they provided construction services.

During the Track Record Period, amounts due to and from related parties primarily represent non-trade cash advances to and from related parties which are unsecured, non-interest bearing and repayable by such related parties/(us) on demand. Such amounts due to and from related parties primarily arose in relation to business operations when Zhongnan Holding was the parent company of our business prior to the Reorganization. During the Track Record Period, we made advances to Zhongnan Holding under the centralized fund management administered by Zhongnan Holding, which allocated funds among its various subsidiaries and affiliates for their business operations. The arrangement between our Group and Zhongnan Holding under the centralized fund management has been discontinued and the recorded balance as of December 31, 2020 will be settled before [REDACTED]. During the Track Record Period, we also recorded advances to or from shareholders and other related parties such as companies controlled by certain Director of us. As of December 31, 2018, 2019 and 2020, we recorded amounts due from related parties relating to non-trade activities of RMB248.6 million, RMB924.2 million and RMB2,509.0 million, respectively, and recorded amounts due to related parties relating to non-trade activities of RMB56.1 million, RMB55.6 million and nil, respectively. The amounts due from and due to related parties relating to non-trade activities as of December 31, 2018, 2019 and 2020 were subsequently classified as related party balances of a non-trade nature following the Reorganization. As confirmed by our Directors, all of the

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DIVIDEND POLICY AND RETAINED PROFITS

Our Company did not declare or pay dividends during the Track Record Period. Declaration and payment dividends, if any, will be at the sole discretion of our Directors and will also depend on various factors that our Directors deem relevant, such as our results of operations, working capital, financial position, future prospects and capital requirements. Any declaration and payment, as well as the amount of dividends, will be subject to relevant laws and regulations. We currently do not have any dividend policy or any pre-determined dividend ratio.

Dividends may be paid only out of our distributable profits as permitted under the relevant laws. For example, the PRC laws and regulations require a PRC incorporated enterprise to set aside at least 10% of its after-tax profits calculated based on PRC accounting standards each year, if any, to fund certain statutory reserves, which may not be distributed as cash dividends. In addition, distributions from our subsidiaries may be restricted as a result of any restrictive covenants in bank credit facilities or other agreements that we or our subsidiaries may enter into in the future. To the extent profits are distributed as dividends, such portion of profits may not be reinvested in our operations. There can be no assurance that we will be able to declare or distribute any dividend in the amount set forth in any plan to our Board or at all. Furthermore, distributions from our subsidiaries may be restricted if they incur debts or losses or as a result of any restrictive covenants in bank credit facilities or other agreements that we or our subsidiaries may enter into in the future. As of December 31, 2020, the retained profits attributable to the owners of the parent amounted to RMB130.7 million.

DISCLOSURE PURSUANT TO RULES 13.13 TO 13.19 OF THE LISTING RULES

Except as otherwise disclosed in this document, our Directors confirm that, as of the Latest Practicable Date, we were not aware of any circumstances that would give rise to a disclosure requirement under Rules 13.13 to Rules 13.19 of the Listing Rules.

PROPERTY INTERESTS AND PROPERTY VALUATION

JLL, an independent property valuer, has valued our property interests as of February 28, 2021 and is of the opinion that the total market value of the property in which we had an interest as of such date was RMB8,913.2 million. The full text of the letter and summary disclosure of property valuation with regard to our property interests are set out in “Appendix III—Property Valuation Report” to this document.

The following statement shows the reconciliation of aggregate amounts of certain properties reflected in the audited combined financial information as of December 31, 2020 as disclosed in the Accountants’ Report included in Appendix I to this document, with the valuation of these properties as of February 28, 2021 disclosed in “Appendix III—Property Valuation Report” to this document.

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(RMB’000)

Net book value of the following properties as of December 31, 2020 — Properties under development ...... 4,622,539 — Completed properties held for sale ...... 867,365 — Investment properties ...... 455,000 Addition: 988,567 Less: sales of completed properties held for sale ...... – Net book value of the properties as of February 28, 2021 ...... 6,933,471 Net valuation surplus ...... 1,979,729

Market value of properties as of February 28, 2021 as set out in the Property Valuation Report in Appendix III to this document ...... 8,913,200

SUBSEQUENT EVENT

COVID-19, which was identified in early January 2020, has spread throughout the PRC and across the globe. We expect the COVID-19 pandemic to have limited adverse impact on our operations. See “Business—Effects of the COVID-19 Pandemic.”

Save as disclosed in this “Summary—Recent Developments and No Material Adverse Change,” there is no material subsequent event undertaken by our Group after December 31, 2020, being the date to which our latest combined audited financial results were prepared, up to the date of this document.

[REDACTED] EXPENSES

The total amount of [REDACTED] expenses that will be borne by us in connection with the [REDACTED], including [REDACTED] commission, is estimated to be [REDACTED] million (based on the midpoint of the indicative [REDACTED] range of HK$[REDACTED] per Share and assuming no [REDACTED] will be exercised), representing approximately [REDACTED] of the gross proceeds from the [REDACTED], of which (i) [REDACTED] million were charged to our combined statement of profit or loss and other comprehensive income for the year ended December 31, 2020; (ii) approximately [REDACTED] million is expected to be charged to our combined statement of profit or loss and other comprehensive income subsequent to the end of the Track Record Period and upon completion of the [REDACTED]; and (iii) approximately [REDACTED] million is expected to be accounted for as a deduction from equity upon the [REDACTED]. The professional fees and/or other expenses related to the preparation of the [REDACTED] are currently in estimates for reference only and the actual amount to be recognized is subject to adjustment based on audit and the then changes in variables and assumptions. Our Directors do not expect such [REDACTED] expenses to have a material adverse impact on our financial performance for the year ending December 31, 2021.

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DIRECTORS’ CONFIRMATION ON NO MATERIAL ADVERSE CHANGE

Our Directors confirm that they have performed sufficient due diligence on our Company to ensure that, up to the date of this document, save as disclosed herein, there has been no material adverse change in our financial or trading position since December 31, 2020 (being the date to which our Company’s latest combined audited financial results were prepared), and there has been no events since December 31, 2020, which would materially affect the information shown in the Accountants’ Report included in Appendix I to this document.

UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS

See Appendix II to this document for the unaudited pro forma statement of adjusted net tangible assets of our Group, and is set out therein to illustrate the effect of the [REDACTED]on the net tangible assets of our Group attributable to the equity holders of our Company as of December 31, 2020 as if the [REDACTED] had taken place on December 31, 2020. Because of its Hypothetical nature, the unaudited pro forma financial information may not give a true picture of the financial position of our Group had the [REDACTED] been completed on December 31, 2020 or at any future dates.

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FUTURE PLANS AND PROSPECTS

See “Business—Business Strategies” for a detailed description of our future plans.

USE OF [REDACTED]

We estimate that we will receive net proceeds of approximately HK$[REDACTED] million from the [REDACTED], after deducting the [REDACTED] commissions and other estimated expenses payable by us in connection with the [REDACTED], assuming that the [REDACTED] is not exercised, and assuming an [REDACTED] of HK$[REDACTED] per Share (being the mid-point of the indicative [REDACTED] range set forth on the cover page of this document). We intend to use such net proceeds from the [REDACTED] for the purposes and in the amounts set forth below:

• approximately [REDACTED] of our estimated net proceeds, or approximately HK$[REDACTED] million, will be used for project development, including (i) approximately [REDACTED], or HK$[REDACTED] million, will be used for the development of our projects in the Yangtze River Delta Region; (ii) approximately [REDACTED], or HK$[REDACTED] million, will be used for the development of our projects in the Pearl River Delta Region; (iii) approximately [REDACTED], or HK$[REDACTED] million, will be used for the development of our projects in the Bohai Economic Rim; and (iv) approximately [REDACTED], or HK$[REDACTED] million, will be used to finance our future projects, including land acquisition cost.

We allocate the [REDACTED] proceeds based on the current status of the projects, estimated completion time, and the timetable of major expenditure for projects in each region. The following table sets forth the implementation timetable for use of the [REDACTED] proceeds for our existing projects in each region:

Amount of Region Net Proceeds Timeline of Proposed Usage (HK$ million) (HK$ million)

The Yangtze River Delta Region ...... [REDACTED] Fourth quarter of 2021 [REDACTED] First quarter of 2022 [REDACTED] Second quarter of 2022 [REDACTED]

The Pearl River Delta Region...... [REDACTED] Fourth quarter of 2021 [REDACTED] First quarter of 2022 [REDACTED] Second quarter of 2022 [REDACTED]

The Bohai Economic Rim ...... [REDACTED] Fourth quarter of 2021 [REDACTED] First quarter of 2022 [REDACTED] Second quarter of 2022 [REDACTED]

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• approximately [REDACTED] of our estimated net proceeds, or approximately HK$[REDACTED] million, will be used to finance the development of our industrial park marketing and sales team, including staff cost, training cost, and other related expenses;

• approximately [REDACTED] of our estimated net proceeds, or approximately HK$[REDACTED] million, will be used to finance the operation of our industrial parks, including labor cost, repair and maintenance cost, and other related expenses;

• approximately [REDACTED] of our estimated net proceeds, or approximately HK$[REDACTED] million, will be used for general business operations and working capital.

If the [REDACTED] is exercised in full, we estimate that the additional net proceeds from the [REDACTED] of these additional Shares will be approximately HK$[REDACTED] million, after deducting the [REDACTED] commissions and other estimated expenses payable by us in connection with the [REDACTED], assuming an [REDACTED]ofHK$[REDACTED] per Share, being the mid-point of the indicative [REDACTED] range. We intend to use such additional net proceeds primarily for project development and apply such additional net proceeds to the projects stated above in the same proportions.

If the [REDACTED] is determined at HK$[REDACTED] per [REDACTED], being the high end of the indicative [REDACTED] range stated in this document, and assuming that the [REDACTED] is not exercised, we will receive additional net proceeds of approximately HK$[REDACTED] million. If the [REDACTED] is fixed at HK$[REDACTED] per [REDACTED], being the low end of the indicative [REDACTED] range stated in this document, and assuming that the [REDACTED] is not exercised, the net proceeds we receive will be reduced by approximately HK$[REDACTED] million. If the [REDACTED] is set above the mid-point of the indicative [REDACTED] range, we intend to apply the additional amounts towards project development and apply such additional net amounts to the projects stated above in the same proportions. If the [REDACTED] is set below the mid-point of the indicative [REDACTED] range, we intend to reduce the allocation of the net proceeds to the purposes stated above on a pro rata basis.

To the extent that the net proceeds from the [REDACTED] are not immediately applied to the purposes stated above, and to the extent permitted by applicable laws and regulations, we intend to deposit the proceeds into accounts with licensed financial institutions. We will make a formal announcement in the event that there is any change in our use of net proceeds from the purposes stated above or in our allocation of the net proceeds in the proportions stated above.

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[REDACTED]

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[To insert the firm’s letterhead]

ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS OF ZOINA T-PARK GROUP HOLDINGS LIMITED, ICBC INTERNATIONAL CAPITAL LIMITED AND CHINA INDUSTRIAL SECURITIES INTERNATIONAL CAPITAL LIMITED

Introduction

We report on the historical financial information of Zoina T-Park Group Holdings Limited (the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 to I-86, which comprises the combined statements of profit or loss and other comprehensive income, the combined statements of changes in equity and the combined statements of cash flows of the Group for each of the years ended 31 December 2018, 2019 and 2020 (the “Relevant Periods”), and the combined statements of financial position of the Group as at 31 December 2018, 2019 and 2020 and a summary of significant accounting policies and other explanatory information (together, the “Historical Financial Information”). The Historical Financial Information set out on pages I-3 to I-86 forms an integral part of this report, which has been prepared for inclusion in the document of the Company dated [●] (the “Document”) in connection with the initial [REDACTED] of the shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

Directors’ responsibility for the Historical Financial Information

The directors of the Company are responsible for the preparation of the Historical Financial Information that gives a true and fair view in accordance with the basis of presentation and the basis of preparation set out in notes 2.1 and 2.2 to the Historical Financial Information, respectively, and for such internal control as the directors determine is necessary to enable the preparation of the Historical Financial Information that is free from material misstatement, whether due to fraud or error.

Reporting accountants’ responsibility

Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial Information in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). This standard requires that we comply with ethical standards and plan and perform our work to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement.

Our work involved performing procedures to obtain evidence about the amounts and disclosures in the Historical Financial Information. The procedures selected depend on the reporting accountants’ judgement, including the assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the reporting accountants consider internal control relevant to the entity’s preparation of the Historical Financial Information that gives a true and fair view in accordance with the basis of presentation and the basis of preparation set out in notes 2.1 and 2.2 to the

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Historical Financial Information, respectively, in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Historical Financial Information gives, for the purposes of the accountants’ report, a true and fair view of the financial position of the Group as at 31 December 2018, 2019 and 2020 and of the financial performance and cash flows of the Group for each of the Relevant Periods in accordance with the basis of presentation and the basis of preparation set out in notes 2.1 and 2.2 to the Historical Financial Information, respectively.

Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance

Adjustments

In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements as defined on page I-3 have been made.

Dividends

We refer to note 11 to the Historical Financial Information which states that no dividends have been paid by the Company in respect of the Relevant Periods.

No historical financial statements for the Company

As at the date of this report, no statutory financial statements have been prepared for the Company since its date of incorporation.

[●] Certified Public Accountants Hong Kong [●] 2021

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I HISTORICAL FINANCIAL INFORMATION

Set out below is the Historical Financial Information which forms an integral part of this accountants’ report.

The financial statements of the Group for the Relevant Periods, on which the Historical Financial Information is based, were audited by Ernst & Young in accordance with Hong Kong Standards on Auditing issued by the HKICPA (the “Underlying Financial Statements”).

The Historical Financial Information is presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand (RMB’000) except when otherwise indicated.

COMBINED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Year ended 31 December Notes 2018 2019 2020 RMB’000 RMB’000 RMB’000

REVENUE 5 460,950 1,977,225 4,613,064 Cost of sales 6 (303,857) (1,311,492) (3,320,850)

GROSS PROFIT 157,093 665,733 1,292,214 Other income and gains 5 457 111,894 51,912 Fair value gains on investment properties 16 25,720 6,600 33,039 Selling and marketing expenses (61,988) (192,636) (360,907) Administrative expenses (100,070) (228,839) (420,599) Other expenses (1,028) (7,369) (15,232) Finance costs 7 (6,005) (23,472) (34,294)

PROFIT BEFORE TAX 6 14,179 331,911 546,133 Income tax expense 10 (23,436) (156,319) (252,731)

PROFIT/(LOSS) FOR THE YEAR (9,257) 175,592 293,402

TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR (9,257) 175,592 293,402 Attributable to: Owners of the parent (2,800) 94,450 155,898 Non-controlling interests (6,457) 81,142 137,504

(9,257) 175,592 293,402

EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT Basic and diluted 12 N/A N/A N/A

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COMBINED STATEMENT OF FINANCIAL POSITION Year ended 31 December Notes 2018 2019 2020 RMB’000 RMB’000 RMB’000

NON-CURRENT ASSETS Property, plant and equipment 13 6,235 17,661 21,722 Investment properties 16 86,920 150,040 455,000 Intangible assets 14 1,579 4,830 7,821 Deferred tax assets 17 61,975 153,324 226,620 Right-of-use assets 15 14,599 23,371 30,057 Prepayments, deposits and other receivables 21 – – 15,000

Total non-current assets 171,308 349,226 756,220

CURRENT ASSETS Properties under development 18 748,594 2,604,306 4,622,539 Completed properties held for sale 19 566,569 563,317 867,365 Trade and bills receivables 20 8,345 41,282 47,411 Due from related parties 37 248,613 924,195 2,509,015 Prepayments, deposits and other receivables 21 347,406 535,193 1,097,697 Bills receivable at fair value through other comprehensive income (“FVTOCI”) 22 17,814 14,499 42,073 Tax recoverable – 31,611 115,283 Restricted cash 23 22,137 99,871 305,847 Pledged deposits 23 3,769 65,649 70,799 Cash and cash equivalents 23 14,169 196,585 961,121

Total current assets 1,977,416 5,076,508 10,639,150

CURRENT LIABILITIES Trade and bills payables 24 310,294 982,040 2,212,215 Other payables, deposits received and accruals 25 233,653 623,773 901,900 Due to related parties 37 56,058 56,374 1,221 Interest-bearing bank and other borrowings 27 89,400 448,563 582,317 Tax payable 10 49,963 187,277 279,829 Contract liabilities 26 1,186,266 2,255,565 4,142,861 Lease liabilities 15 3,722 7,518 11,005

Total current liabilities 1,929,356 4,561,110 8,131,348

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Year ended 31 December Notes 2018 2019 2020 RMB’000 RMB’000 RMB’000

NET CURRENT ASSETS 48,060 515,398 2,507,802

TOTAL ASSETS LESS CURRENT LIABILITIES 219,368 864,624 3,264,022

NON-CURRENT LIABILITIES Interest-bearing bank and other borrowings 27 78,300 502,889 1,731,149 Lease liabilities 15 10,711 15,271 11,769 Deferred tax liabilities 17 – 88 2,852

Total non-current liabilities 89,011 518,248 1,745,770

NET ASSETS 130,357 346,376 1,518,252

EQUITY Equity attributable to owners of the parent Share capital 28 ––– Reserves 29 38,968 133,418 739,011

38,968 133,418 739,011

Non-controlling interests 91,389 212,958 779,241

TOTAL EQUITY 130,357 346,376 1,518,252

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COMBINED STATEMENTS OF CHANGES IN EQUITY

Year ended 31 December 2018 Attributable to owners of the parent Statutory Non- Merger Other surplus Accumulated controlling Share capital reserve reserve reserve losses Total interests Total equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Note 29(a) Note 29(c) Note 29(b)

As at 31 December 2017 and 1 January 2018 – 148,392 – – (25,611) 122,781 110,477 233,258 Capital contribution by the Then Parent Company – 19,443 – – – 19,443 15,557 35,000 Total comprehensive loss for the year ––––(2,800) (2,800) (6,457) (9,257) Business combination under common control (note 1 (a)(1)) – (100,456) – – – (100,456) (28,188) (128,644) Appropriations to statutory surplus reserve – – – 5,514 (5,514) – – –

As at 31 December 2018 and 1 January 2019 – 67,379* – 5,514* (33,925)* 38,968 91,389 130,357

Year ended 31 December 2019 Attributable to owners of the parent Retained Statutory profits/ Share Merger Other surplus (accumulated Non-controlling Total capital reserve reserve reserve losses) Total interests equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Note 29(a) Note 29(c) Note 29(b)

As at 31 December 2018 and 1 January 2019 – 67,379 – 5,514 (33,925) 38,968 91,389 130,357 Capital contribution from non-controlling shareholders of subsidiaries ––––––40,427 40,427 Total comprehensive income for the year ––––94,450 94,450 81,142 175,592 Appropriations to statutory surplus reserve – – – 32,404 (32,404) – – –

As at 31 December 2019 – 67,379* – 37,918* 28,121* 133,418 212,958 346,376

– I-6 – 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. APPENDIX I ACCOUNTANTS’ REPORT

Year ended 31 December 2020 Attributable to owners of the parent Share Statutory Non- Share Merger Other option surplus Retained controlling Total capital reserve reserve reserve reserve profits Total interests equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Note 29(a) Note 29(c) Note 30 Note 29(b)

As at 31 December 2019 and 1 January 2020 – 67,379 – – 37,918 28,121 133,418 212,958 346,376 Capital contribution by the Then Parent Company – 348,167 ––––348,167 340,583 688,750 Acquisition of non-controlling interests by the Then Parent Company – – 107,216 – – – 107,216 (107,216) – Capital contribution from non-controlling shareholders of Zoina Goldstone –––––––67,500 67,500 Capital contribution from non-controlling shareholders of subsidiaries –––––––93,000 93,000 Acquisition of additional interests in a subsidiary – – (17,000) – – – (17,000) (5,000) (22,000) Deregistration of subsidiaries – (92) ––––(92) – (92) Total comprehensive income for the year –––––155,898 155,898 137,504 293,402 Appropriations to statutory surplus reserve ––––53,279 (53,279) – – – Equity-settled share incentive scheme – – – 11,404 – – 11,404 39,912 51,316

At 31 December 2020 – 415,454* 90,216* 11,404* 91,197* 130,740* 739,011 779,241 1,518,252

* These reserve accounts represent the total combined reserves of RMB38,968,000, RMB133,418,000 and RMB739,011,000 in the combined statements of financial position as at 31 December 2018, 2019 and 2020, respectively.

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COMBINED STATEMENTS OF CASH FLOWS Year ended 31 December Notes 2018 2019 2020 RMB’000 RMB’000 RMB’000

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax 14,179 331,911 546,133 Adjustments for: Depreciation of items of property, plant and equipment 6&13 1,946 7,458 18,931 Depreciation of right-of-use assets 6&15 2,195 6,273 14,797 Amortisation of intangible assets 6&14 562 3,237 4,615 Finance costs 7 6,005 23,472 34,294 Gain on disposal of a subsidiary 5 – (12,905) – Gain on deregistration of subsidiaries 5 – – (97) Impairment losses recognised 6 752 3,951 2,413 Changes in fair value of investment properties 16 (25,720) (6,600) (33,039) Interest income 5 (318) (10,725) (1,714) Equity-settled share-based compensation 30 – – 28,816

(399) 346,072 615,149

Increase in properties under development and completed properties held for sale (911,226) (2,022,958) (1,991,157) Increase in restricted cash (22,137) (77,734) (205,976) Increase in pledged deposits (3,769) (61,880) (5,150) Decrease/(increase) in trade and bills receivables 7,582 (32,937) (6,129) Decrease/(increase) in bills receivable at fair value through other comprehensive income (17,814) 3,315 (27,574) Increase in prepayments, deposits and other receivables (223,294) (191,097) (508,959) Increase in trade and bills payables 285,798 671,746 1,230,175 Increase in other payables, deposits received and accruals 168,804 614,885 211,908 Increase in contract liabilities 671,563 1,019,342 1,761,316 Increase/(decrease) in due to related parties (25) 750 466

Cash generated from/(used in) operations (44,917) 269,504 1,074,069

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Year ended 31 December Notes 2018 2019 2020 RMB’000 RMB’000 RMB’000

Interest received 318 6,919 5,520 Interest paid (3,236) (22,438) (115,301) Tax paid (23,025) (141,877) (314,383)

Net cash flows from/(used in) operating activities (70,860) 112,108 649,905

CASH FLOWS FROM INVESTING ACTIVITIES Disposal of a subsidiary 34 – 10,084 – Purchases of items of property, plant and equipment 13 (7,398) (18,884) (22,992) Purchase of intangible assets 14 (1,525) (6,488) (7,606) Additions of investment properties 16 (39,710) (56,520) (271,921) Acquisition of subsidiaries 33 – – (63,266) Increase in non-current deposits for a proposed acquisition 21 – – (15,000) Advances to related parties (17,623) (921,042) (1,658,736) Interest received Repayment of advances to related parties – 247,883 67,724 Advances to a third party – – (53,635)

Net cash flows used in investing activities (66,256) (744,967) (2,025,432)

– I-9 – 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. APPENDIX I ACCOUNTANTS’ REPORT

Year ended 31 December Notes 2018 2019 2020 RMB’000 RMB’000 RMB’000

CASH FLOWS FROM FINANCING ACTIVITIES

Capital contribution by the Then Parent Company 35,000 – 688,750 Capital contribution from non-controlling shareholders of Zoina Goldstone – – 67,500 Equity-settled share incentive scheme – – 22,500 Principal portion of lease payments (2,362) (6,689) (21,497) Capital contribution by the non-controlling shareholders of subsidiaries – 40,427 93,000 Acquisition of additional interests in a subsidiary – – (22,000) Payments for business combination under 1 (note common control (a)) (128,644) – – Advances from related parties 103,711 1,056 – Repayment of advances from related parties (69,412) (1,490) (55,619) Proceeds from interest-bearing bank and other borrowings 172,700 872,381 2,213,507 Repayment of interest-bearing bank and other borrowings (5,000) (90,410) (846,078)

Net cash flows from financing activities 105,993 815,275 2,140,063

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (31,123) 182,416 764,536

Cash and cash equivalents at beginning of year 45,292 14,169 196,585

CASH AND CASH EQUIVALENTS AT END OF YEAR 14,169 196,585 961,121

– I-10 – 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. APPENDIX I ACCOUNTANTS’ REPORT

Year ended 31 December Notes 2018 2019 2020 RMB’000 RMB’000 RMB’000

ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS Cash and bank balances 23 40,075 362,105 1,337,767 Less: Restricted cash 23 22,137 99,871 305,847 Pledged deposits 23 3,769 65,649 70,799

CASH AND CASH EQUIVALENTS AS STATED IN THE STATEMENT OF CASH FLOW 14,169 196,585 961,121

– I-11 – 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. APPENDIX I ACCOUNTANTS’ REPORT

II NOTES TO THE HISTORICAL FINANCIAL INFORMATION

1. CORPORATE INFORMATION

The Company is an exempted company incorporated in the Cayman Islands on 12 January, 2021.The registered office address of the Company is Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

The Company and its subsidiaries now comprising the Group underwent the Reorganisation as set out in the paragraph headed “Reorganisation” in the section headed “History, Reorganisation and Corporate structure” in the Document. Apart from the Reorganisation, the Company has not commenced any business or operation since its incorporation.

The Company is an investment holding company. During the Relevant Periods, the subsidiaries now comprising the Group were involved in property development, property investment, construction service and comprehensive industrial park operational services in People’s Republic of China (“PRC”) (the “[REDACTED] Business”). Prior to the Reorganisation, the [REDACTED] Business was carried out by Shanghai Zoina Goldstone Enterprise Management Co., Ltd (“Zoina Goldstone”). The immediate holding company of Zoina Goldstone and the Then Parent Company of the [REDACTED] Business is Zhongnan Holding Group Company Limited (the “Then Parent Company”) before the Reorganisation. The ultimate controlling shareholder of the Group is Mr. Chen Jinshi (the “Controlling Shareholder”).

As at the date of this report, the Company had direct or indirect interests in more than 100 subsidiaries, all of which are private limited liability companies (or, if incorporated outside Hong Kong, have substantially similar characteristics to a private company incorporated in Hong Kong), and the particulars of the principal subsidiaries are set out below:

Place and date of Nominal Percentage of incorporation/ value of equity interest establishment and registered attributable to Principal Subsidiaries Notes place of operations share capital the Company activities

Directly held: Zoina Selead Holdings Limited (5) British Virgin USD1 100% Investment Islands/(“BVI”) holding 22 January 2021

Zoina DaKings Holdings Limited (5) BVI USD1 100% Investment 22 January 2021 holding

Fortune More Holdings Limited (5) BVI USD1 100% Investment 2 February 2021 holding

Indirectly held: 中南錦瑞實業有限公司 (5) Hong Kong/(“HK”) HKD10,000 100% Investment Zoina Jinrui Industrial Co., 5 February 2021 holding Limited

中南錦榮實業有限公司 (5) HK HKD10,000 100% Investment Zoina Jinrong Industrial Co., 5 February 2021 holding Limited

深圳恒榮企業管理有限公司 (5) People’s Republic of USD1,000,000 100% Investment Shenzhen Hengrong Enterprise China/(“PRC”) holding Management Co., Ltd 7 April 2021

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北京恒弘企業管理有限公司 (5) PRC USD1,000,000 100% Investment Beijing Henghong Enterprise 17 March 2021 holding Management Co., Ltd

南通永潤企業管理有限公司 (5) PRC USD1,000,000 100% Investment Nantong Yongrun Enterprise 3 March 2021 holding Management Co., Ltd

江蘇恒潤企業管理有限公司 (5) PRC USD10,000,000 100% Investment Jiangsu Hengrun Enterprise 17 December 2020 holding Management Co., Ltd

上海中南金石企業管理有限公司 (1) PRC RMB1,000,000,000 100% Investment Shanghai Zoina Goldstone 15 June 2018 holding Enterprise Management Co., Ltd

南通中南高科產業園管理有限公司 (1)/ PRC RMB50,000,000 100% Property Nantong Zoina High-tech note (a) 17 June 2015 development Industrial Park Management Co., Ltd

上海榮石實業發展有限公司 (1)/ PRC RMB50,000,000 100% Property Shanghai Rongshi Industrial note (a) 16 August 2017 development Development Co., Ltd

杭州中南高科產業園管理有限公司 (1)/ PRC RMB340,000,000 100% Property Hangzhou Zoina High-tech note (a) 23 June 2016 development Industrial Park Management Co., Ltd

濟南中南置業有限公司 (1)/ PRC RMB50,000,000 100% Property Ji’nan Zoina Real Estate Co., Ltd note (a) 1 June 2017 development

無錫泓石高科發展有限公司 (1)/ PRC RMB200,000,000 100% Property Wuxi Hongshi High-tech note (a) 31 July 2017 development Development Co., Ltd

金華市中南錦隆產業園開發有限公司 (1) PRC RMB105,000,000 96.19% Property Jinhua Zoina Jinlong Industrial 8 November 2018 development Park Development Co., Ltd

寧波中南高科錦程產業園管理有限公司 (1) PRC RMB150,000,000 98.53% Property Ningbo Zoina High-tech Jincheng 6 September 2018 development Industrial Park Management Co., Ltd

揚州中南錦泓產業園發展有限公司 (3), (4) PRC RMB105,000,000 98.67% Property Yangzhou Zoina Jinhong 25 September 2018 development Industrial Park Development Co., Ltd

– I-13 – 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. APPENDIX I ACCOUNTANTS’ REPORT

滁州中南高科產業園開發管理有限公司 (1) PRC RMB62,000,000 98.35% Property Chuzhou Zoina High-tech 27 August 2018 development Industrial Park Development Management Co., Ltd

合肥中南高科錦祥產業園運營管理 (4) PRC RMB55,000,000 96.36% Property 有限公司 29 December 2018 development Hefei Zoina High-tech Jinxiang Industrial Park Operation Management Co., Ltd

宜興中南置業有限公司 (3), (4) PRC RMB110,000,000 95.45% Property Yixing Zoina Real Estate Co., Ltd 11 December 2018 development

揚中市錦安置業有限公司 (3), (4) PRC RMB65,000,000 96.15% Property Yangzhong Jinan Resettlement. 19 February 2019 development Industry Co., Ltd

佛山市三水區榮石置業有限公司 (3), (4) PRC RMB50,000,000 94% Property Foshan Sanshui District Rongshi 1 July 2019 development Real Estate Co., Ltd

台山市榮石置業有限公司 (3), (4) PRC RMB55,000,000 95.45% Property Taishan Rongshi Real Estate Co., 18 January 2019 development Ltd.

長興中南高科錦榮產業園開發有限公司 (3), (4) PRC RMB82,000,000 98.17% Property Changxing Zoina High-tech 4 July 2019 development Jinrong Industrial Park Development Co., Ltd.

慈溪市中南高科錦程產業園管理 (5) PRC RMB31,500,000 100% Property 有限公司 17 June 2020 development Cixi Zoina High-tech Jincheng Industrial Park Management Co., Ltd.

肇慶市端州區泓石置業有限公司 (3), (4) PRC RMB95,000,000 97.79% Property Zhaoqing Duanzhou District 21 January 2019 development Hongshi Real Estate Co., Ltd.

惠州市錦實置業有限公司 (3), (4) PRC RMB52,000,000 97.12% Property Huizhou Jinshi Real Estate Co., 23 May 2019 development Ltd.

寧海中南高科實業有限公司 (3), (4) PRC RMB105,000,000 97.62% Property Ninghai Zoina High-Tech 19 June 2019 development Industrial Co., Ltd.

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靖江錦麟科技產業園管理有限公司 (4) PRC RMB122,000,000 100% Property Jingjiang Jinlin Technology 25 March 2019 development Industrial Park Management Co., Ltd.

煙台錦德置業有限公司 (4) PRC RMB52,000,000 97.12% Property Yantai Jinde Real Estate Co., Ltd. 6 May 2019 development

湘潭金石置業有限公司 (4) PRC RMB61,500,000 98.05% Property Xiangtan Jinshi Real Estate Co., 22 May 2019 development Ltd.

佛山市高明區錦實置業有限公司 (3), (4) PRC RMB75,000,000 96.67% Property Foshan Gaoming District Jinshi 28 February 2019 development Real Estate Co., Ltd.

常州泓石科技產業園管理有限公司 (4) PRC RMB55,000,000 100% Property Changzhou Hongshi Technology 18 October 2019 development Industrial Park Management Co., Ltd.

中山市錦時設備製造有限公司 (4) PRC RMB70,000,000 100% Property Zhongshan Jinshi Equipment 4 June 2019 development Manufacturing Co., Ltd.

海門市錦凡企業管理有限公司 (3), (4) PRC RMB10,000,000 100% Business Haimen Jinfan Enterprise 2 April 2019 management Management Co., Ltd.

唐山錦石房地產開發有限公司 (3), (4) PRC RMB82,000,000 98.17% Property Tangshan Jinshi Real Estate 1 July 2019 development Development Co., Ltd.

北京榮石置業發展有限公司 (3), (4) PRC RMB10,000,000 100% Property Beijing Rongshi Real Estate 8 March 2019 development Development Co., Ltd.

青島中南產業園區運營管理有限公司 (4) PRC RMB100,000,000 100% Property Qingdao Zoina Industrial Park 19 March 2019 development Operation Management Co., Ltd.

重慶航石實業有限公司 (4) PRC RMB105,000,000 98.67% Property Chongqing Hangshi Industrial 26 June 2019 development Co., Ltd.

濰坊航石置業有限公司 (3) PRC RMB106,000,000 96.50% Property Weifang Hangshi Real Estate Co., 30 July 2019 development Ltd.

佛山市南海區錦時投資有限公司 (4) PRC RMB80,000,000 100% Property Foshan Nanhai District Jinshi 21 May 2020 development Investment Co., Ltd.

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西咸新區中南錦盛置業有限公司 (4) PRC RMB50,000,000 100% Property Xixian New District Zoina 20 June 2019 development Jinsheng Real Estate Co., Ltd.

西咸新區中南瀚盛置業有限公司 (4) PRC RMB50,000,000 100% Property Xixian New District Zoina 12 August 2019 development Hansheng Real Estate Co., Ltd.

華禾康源生物科技河北有限公司 (3), (4) PRC RMB200,000,000 85% Property Huahe Kangyuan Biotechnology 26 June 2018 development Hebei Co., Ltd.

平湖錦耀企業管理有限公司 (4) PRC RMB100,000,000 100% Property Pinghu Jinyao Enterprise 8 October 2019 development Management Co., Ltd.

濰坊錦利產業園建設運營有限公司 (5) PRC RMB55,000,000 96.72% Property Weifang Jinli Industrial Park 14 April 2020 development Construction and Operation Co., Ltd.

河北錦郡科技發展有限公司 (5) PRC RMB50,000,000 100% Property Hebei Jinjun Technology 25 November 2019 development Development Co., Ltd.

常熟航石企業管理有限公司 (4) PRC RMB105,000,000 98.48% Property Changshu Hangshi Enterprise 18 November 2019 development Management Co., Ltd.

重慶錦熠成實業有限公司 (5) PRC RMB100,000,000 100% Property Chongqing Jinyicheng Industrial 16 March 2020 development Co., Ltd.

三河錦石科技發展有限公司 (4) PRC RMB100,000,000 100% Property Sanhe Jinshi Technology 24 March 2020 development Development Co., Ltd.

河北錦悅科技發展有限公司 (5) PRC RMB200,000,000 95% Property Hebei Jinyue Technology 26 February 2020 development Development Co., Ltd.

南通榮石車創汽車科技有限公司 (4) PRC RMB200,000,000 90% Property Nantong Rongshi Chechuang 23 May 2020 development Automobile Technology Co., Ltd.

常州錦麒科技產業園運營管理有限公司 (4) PRC RMB50,000,000 100% Property Changzhou Jinqi Technology 16 June 2020 development Industrial Park Operation Management Co., Ltd.

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瀋陽中南產業園運營管理有限公司 (4) PRC RMB105,000,000 98.86% Property Shenyang Zoina Industrial Park 9 June 2020 development Operation Management Co., Ltd.

上海車聚汽車科技有限公司 (3)/ PRC RMB30,000,000 90% Property Shanghai Cheju Automobile. note (b) 10 June 2019 development Technology Co., Ltd

上海車創企業發展有限公司 (5)/ PRC RMB30,000,000 90% Property Shanghai Chechuang Enterprise note (b) 22 May 2019 development Development Co., Ltd.

浙江車創汽車科技服務有限公司 (5)/ PRC RMB10,000,000 95% Property Zhejiang Chechuang Automobile note (b) 22 May 2019 development Technology Service Co., Ltd.

佛山市順德錦榮置業有限公司 (1) PRC RMB50,000,000 100% Property Foshan Shunde Jinrong Real Estate 27 September 2017 development Co., Ltd

漳州中南高科投資有限公司 (1) PRC RMB100,000,000 100% Property Zhangzhou Zoina High-tech 4 December 2017 development Investment Co., Ltd

南通中南高科物業管理有限公司 (2), (4) PRC RMB2,000,000 100% Property Nantong Zoina High-tech Property 7 July 2017 management Management Co., Ltd services

南京錦凡置業有限公司 (1) PRC RMB155,000,000 98.71% Property Nanjing Jinfan Real Estate Co., Ltd 1 March 2018 development

常州錦麟科技產業園管理有限公司 (1) PRC RMB55,000,000 95.09% Property Changzhou Jinlin Technology 4 April 2018 development Industrial Park Management Co., Ltd

德清中南高科開發有限公司 (1)/ PRC RMB105,000,000 98.67% Property Deqing Zoina High-tech note (c) 16 April 2018 development Development Co., Ltd

瀋陽中南高科置業有限公司 (1) PRC RMB100,000,000 99.49% Property Shenyang Zoina High-tech Real 15 June 2018 development Estate Co., Ltd

合肥中南高科產業園運營管理有限公司 (1) PRC RMB55,000,000 95.45% Property Hefei Zoina High-tech Industrial 14 May 2018 development Park Operation Management Co., Ltd

綿陽中南金石置業有限公司 (1) PRC RMB105,000,000 97.14% Property Mianyang Zoina Jinshi Real Estate 24 August 2018 development Co., Ltd

– I-17 – 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. APPENDIX I ACCOUNTANTS’ REPORT

江門市新會區錦榮置業有限公司 (1)/ PRC RMB100,000,000 99.99% Property Jiangmen Xinhui Jinrong Real note (c) 29 October 2018 development Estate Co., Ltd

上海中南錦富企業服務集團有限公司 (1) PRC RMB5,000,000 100% Properties Shanghai Jingfu Corporate Service 11 July 2018 management Co.,Ltd services

上海錦愛物業管理有限公司 (5) PRC RMB5,000,000 100% Properties Shanghai Jinai Property 16 November 2018 management Management Co., Ltd services

滄州錦富房地產開發有限公司 (3), (4)/ PRC RMB75,000,000 99.99% Property Cangzhou Jinfu Real Estate note (c) 28 January 2019 development Development Co., Ltd.

江蘇車創汽車科技服務有限公司 (4) PRC RMB760,000,000 100% Property Jiangsu Chechuang Automobile 23 July 2019 development Technology Service Co., Ltd.

南京車創智能科技有限公司 (4) PRC RMB80,000,000 100% Property Nanjing Chechuang Intelligent 28 May 2019 development Technology Co., Ltd.

淄博錦美置業有限公司 (3) PRC RMB100,000,000 100% Property Zibo Jinmei Real Estate Co., Ltd. 30 April 2020 development

淄博中南錦晟產業園建設運營有限公司 (5) PRC RMB100,000,000 100% Property Zibo Zoina Jinsheng Industrial 30 April 2020 development Park Construction and Operation Co., Ltd.

武漢航石置業有限公司 (4) PRC RMB100,000,000 100% Property Wuhan Hangshi Real Estate Co., 23 April 2020 development Ltd.

武漢絲路領航半導體有限公司 (4) PRC RMB45,000,000 97.33% Property Wuhan Silk Road Linghang 16 June 2017 development Semiconductor Co., Ltd.

株洲市熙石實業發展有限公司 (4) PRC RMB100,000,000 66% Property Zhuzhou Xishi Industrial 20 February 2020 development Development Co., Ltd.

青島中南錦晟產業園區運營管理有限 (5) PRC RMB100,000,000 100% Property 公司 28 October 2020 management Qingdao Zoina Jinsheng Service Industrial Park Operation Management Co., Ltd

– I-18 – 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. APPENDIX I ACCOUNTANTS’ REPORT

徐州錦宏科技產業園運營管理有限公司 (5) PRC RMB100,000,000 99% Property Xuzhou Jinhong High-tech 24 June 2020 development Industrial Park Operation Management Co., Ltd

晉中市中南高科實業有限公司 (5) PRC RMB100,000,000 100% Property Jinzhong Zoina Gaoke Industrial 18 November 2020 development Co., Ltd.

南昌錦洪產業園管理有限公司 (5) PRC RMB100,000,000 100% Property Nanchang Jinhong Industrial Park 11 September 2020 development Operation Management Co., Ltd

河北錦銘房地產開發有限公司 (5) PRC RMB60,000,000 100% Property Hebei Jinming Real Estate 13 November 2020 development Development Co., Ltd.

洛陽中南錦石產業園管理有限公司 (5) PRC RMB50,000,000 100% Property Luoyang Zoina Jinshi Industrial 24 September 2020 management Park Operation Management Co., service Ltd

泉州中南高科產業園管理有限責任公司 (5) PRC RMB30,000,000 70% Property Quanzhou Zoina High-tech 13 November 2020 development Operation Management Co., Ltd.

瀋陽車創發展有限公司 (4)/ PRC RMB30,000,000 49% Property Shenyang Chechuang Automobile note (b) 25 February 2020 development Development Co., Ltd.

鄭州譽石產業園管理有限公司 (4) PRC RMB10,000,000 100% Property Zhengzhou Yushi Operation 31 July 2020 development Management Co., Ltd.

四川錦標物業服務有限公司 (5) PRC RMB5,000,000 100% Property Sichuan Jinbiao Property Service 7 August 2020 development Co., Ltd.

惠州市榮實投資有限公司 (5) PRC RMB85,000,000 96.47% Property Huizhou Rongshi Investment Co. 23 September 2020 development Ltd.

河南閩創實業有限公司 (5) PRC RMB20,000,000 86% Property Henan Minchuang Industrial Co., 10 December 2020 development Ltd.

固安兆陽光熱技術有限公司 (5) PRC RMB100,000,000 95% Property Gu’an Zhaoyang Thermal 10 December 2020 development Technology Co., Ltd.

The English names of all group companies registered in the PRC represent the best efforts made by the management of the Company to translate the Chinese names of these companies as they do not have official English names.

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Notes:

(1) The statutory financial statements for these companies for years ended 31 December 2018, 2019 and 2020 prepared in accordance with PRC accounting principles and regulations have been audited by Zhonghui Certified Public Accountants LLP (中匯會計師事務所(特殊普通合夥)), a certified public accounting firm registered in the PRC.

(2) The statutory financial statements for the year ended 31 December 2018 prepared in accordance with PRC accounting principles and regulations have been audited by Zhonghui Certified Public Accountants LLP (中匯會計師事務所(特殊普通合夥)), a certified public accounting firm registered in the PRC.

(3) The statutory financial statements for the year ended 31 December 2019 prepared in accordance with PRC accounting principles and regulations have been audited by Zhonghui Certified Public Accountants LLP (中匯會計師事務所(特殊普通合夥)), a certified public accounting firm registered in the PRC.

(4) The statutory financial statements for the year ended 31 December 2020 prepared in accordance with PRC accounting principles and regulations have been audited by Zhonghui Certified Public Accountants LLP (中匯會計師事務所(特殊普通合夥)), a certified public accounting firm registered in the PRC.

(5) No audited financial statements have been prepared for these entities since corporation, as these entities are either newly incorporated or not subject to any statutory audit requirements under the relevant rules and regulations in their jurisdictions of incorporation.

Note (a): The following common control combinations occurred during the Relevant Periods:

(1) In November 2018, Zoina Goldstone acquired 100% equity interests in Wuxi Hongshi High-tech Development Co., Ltd, Jinan Zoina Real Estate Co., Ltd, Shaoxing Hongshi High-tech Development Co., Ltd and Chengdu Zoina High-tech Industrial Park Management Co., Ltd at an aggregate cash consideration of RMB128,644,000 from Jiangsu Zhongnan Construction Group Co., Ltd, which is controlled by Zhongnan Holding Group Company Limited, the Then Parent Company. Shaoxing Hongshi High-tech Development Co., Ltd and Chengdu Zoina High-tech Industrial Park Management Co., Ltd were deregistered in 2020.

(2) In December 2018, Zoina Goldstone acquired 100% equity interests in Nantong Zoina High-tech Industrial Park Management Co., Ltd, Shanghai Rongshi Industrial Development Co., Ltd, and Hangzhou Zoina High-tech Industrial Park Management Co., Ltd at a consideration equivalent to RMB180,125,000 based on the net asset value of these entities at the date of acquisition from Zhongnan Holding Group Company Limited, The Then Parent Company. The consideration was settled by shares issued by Zoina Goldstones to Zhongnan Holding Group Company Limited.

For the above seven entities which were acquired by Zoina Goldstone in 2018, as these entities and Zoina Goldstone are under common control of Zhongnan Holding Group Company Limited, the business combination of these entities under common control are accounted for using the pooling of interests method. The results of these entities are combined from the beginning of the Relevant Periods or the date on which the entity first came under the common control of Zhongnan Holding Group Company Limited, whichever is later, and continue to be combined until the date that Zhongnan Holding Group Company Limited’s control ceases. The assets and liabilities of these entities are reflected at their existing carrying values at the date of combination. No amount is recognised in respect of goodwill or excess of the acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of common control combination, which, instead, is recorded as part of equity.

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Note (b): Pursuant to entrustment agreements signed in 2019 with Shanghai Chechuang Automobile Development Co., Ltd (上海車創汽車科技服務有限公司), an independent third party, Shanghai Chechuang Automobile Development Co., Ltd holds 50%, 55%, 55% of equity interests in Shanghai Cheju Automobile Technology Co., Ltd., Shanghai Chechuang Enterprise Development Co., Ltd, Zhejiang Chechuang Automobile Technology Service Co., Ltd, respectively, on behalf of the Group. Therefore, the Group is entitled to majority of beneficial interests and voting rights in these three entities which are accounted for as subsidiaries.

The Group holds 49% equity interest in Shenyang Chechuang Automobile Development Co., Ltd. Pursuant to an agreement with the equity holders of Shenyang Chechuang Automobile Development Co., Ltd, the Group was granted 100% of voting rights in the shareholder’s meeting, which gives the Group the power to direct the relevant activities of the entity, therefore, the entity was accounted for as a subsidiary.

Note (c): During the Relevant Periods, the Group legally transferred partial interests of the following subsidiaries as collateral to independent trust companies under financing arrangements. Pursuant to the financing arrangements, the Group was obliged to repurchase the equity interests held by trust companies at a fixed amount upon repayment of the borrowings. The equity interests held by trust companies were fully repurchased by the Group as at 31 December 2020.

Percentage of equity interests Entity name pledged Pledged period

Deqing Zoina High-tech 80% 22 July 2019 to 14 Oct 2020 Development Co., Ltd.

Jiangmen Xinhui Jinrong Real 11.08% 3 April 2019 to 27 February 2020 Estate Co., Ltd.

Cangzhou Jinfu Real Estate 29.88% 27 February 2020 to 25 December 2020 Development Co., Ltd.

The Group is exposed to variable returns from its involvement and has the ability to affect those returns through its power over the relevant activities of these entities in the ordinary course of business. The above entities have completed all relevant approvals for construction and sales of properties and during the period that the trust companies held equity interests in these entities there were no significant decisions to be made for the relevant activities. The trust companies earn fixed return from their investments. In this regard, the investments from trust companies are treated as liabilities of the Group and these entities are considered as subsidiaries.

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2.1 BASIS OF PRESENTATION

Pursuant to the Reorganisation as more fully explained in the paragraph headed “Reorganisation” in the section headed “History, Reorganisation and Corporate Structure” in the Document, the Company became the holding company of the companies now comprising the Group subsequent to the end of the Relevant Periods on 27 April 2021. The companies now comprising the Group were under the common control of the Controlling Shareholder before and after the Reorganisation. Accordingly, for the purpose of this report, the Historical Financial Information has been prepared on a combined basis by applying the principles of merger accounting as if the Reorganisation had been completed at the beginning of the Relevant Periods.

The combined statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group for the Relevant Periods include the results and cash flows of all companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the Controlling Shareholder, where this is a shorter period. The combined statements of financial position of the Group as at 31 December 2018, 2019 and 2020 have been prepared to present the assets and liabilities of the subsidiaries and/or businesses using the existing book values from the Controlling Shareholder’s perspective. No adjustments are made to reflect fair values, or recognise any new assets or liabilities as a result of the Reorganisation.

Equity interests in subsidiaries and/or businesses held by parties other than the Controlling Shareholder, and changes therein, prior to the Reorganisation are presented as non-controlling interests in equity in applying the principles of merger accounting.

Profit or loss is attributed to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

All intra-group transactions and balances have been eliminated on combination in full.

2.2 BASIS OF PREPARATION

The Historical Financial Information has been prepared in accordance with International Financial Reporting Standards (“IFRSs”) which comprise all standards and interpretations approved by the International Accounting Standards Board (the “IASB”). IFRSs effective for the accounting period commencing from 1 January 2020, together with the relevant transitional provisions, have been early adopted by the Group in the preparation of the Historical Financial Information throughout the Relevant Periods. The Group also early adopted Amendment to IFRS 16 Covid-19-Related Rent Concessions on 1 January 2020 and elected not to apply lease modification accounting for all rent concessions granted by the lessors as a result of the covid-19 pandemic.

The Historical Financial Information has been prepared under the historical cost convention, except for investment properties and bills receivable at fair value through other comprehensive income which have been measured at fair value.

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2.3 ISSUED BUT NOT YET EFFECTIVE IFRSS

The Group has not applied the following new and revised IFRSs, that have been issued but are not yet effective, in the Historical Financial Information. The Group intends to adopt them, if applicable, when they become effective.

Amendments to IFRS 3 Reference to the Conceptual Framework2 Amendments to IFRS 9, IAS 39, IFRS 7, Interest Rate Benchmark Reform - Phase 21 IFRS 4 and IFRS 16 Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture5 IFRS 17 Insurance Contracts3 Amendment to IFRS 16 Covid-19-Related Rent Concessions beyond 30 June 20214 Amendments to IFRS 17 Insurance Contracts3,6 Amendments to IAS 1 Classification of Liabilities as Current or Non-current3 Amendments to IAS 1 and IFRS Practice Disclosure of Accounting Policies 3 Statement2 Amendments to IAS 8 Definition of Accounting Estimates3 Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use2 Amendments to IAS 37 Onerous Contracts - Cost of Fulfilling a Contract2 Annual Improvements to IFRSs Amendments to IFRS 1, IFRS 9, Illustrative Examples 2018-2020 accompanying 2018-2020 IFRS 16, and IAS 412

1 Effective for annual periods beginning on or after 1 January 2021 2 Effective for annual periods beginning on or after 1 January 2022 3 Effective for annual periods beginning on or after 1 January 2023 4 Effective for annual periods beginning on or after 1 April 2021 5 No mandatory effective date yet determined but available for adoption 6 As a consequence of the amendments to IFRS 17 issued in June 2020, IFRS 4 was amended to extend the temporary exemption that permits insurers to apply IAS 39 rather than IFRS 9 for annual periods beginning before 1 January 2023

The Group is in the process of making an assessment of the impact of these new and revised IFRSs upon initial application. The Group expects that the adoption of the new and revised IFRSs will have no significant financial effect on the Group’s results of operations and financial position.

2.4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Subsidiaries

A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee).

When the Company has, directly or indirectly, less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

(a) the contractual arrangement with the other vote holders of the investee;

(b) rights arising from other contractual arrangements; and

The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

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The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control described above. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. The results of subsidiaries are included in the Company’s statement of profit or loss and other comprehensive income to the extent of dividends received and receivable. The Company’s investments in subsidiaries are stated at cost less any impairment losses.

If the Group loses control over a subsidiary, it derecognises (i) the assets (including goodwill) and liabilities of the subsidiary, (ii) the carrying amount of any non-controlling interest and (iii) the cumulative translation differences recorded in equity; and recognises (i) the fair value of the consideration received, (ii) the fair value of any investment retained and (iii) any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group had directly disposed of the related assets or liabilities.

Business combinations other than common control combinations

Business combinations other than those under common control are accounted for using the acquisition method. The consideration transferred is measured at the acquisition date fair value which is the sum of the acquisition date fair values of assets transferred by the Group, liabilities assumed by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree that are present ownership interest and entitle their holders to a proportionate share of net assets in the event of liquidation at fair value or at the proportionate share of the acquiree’s identifiable net assets. All other components of non-controlling interests are measured at fair value. Acquisition-related costs are expensed as incurred.

The Group determines that it has acquired a business when the acquired set of activities and assets includes an input and a substantive process that together significantly contribute to the ability to create outputs.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts of the acquiree.

Business combination of entities under common control

Business combinations of entities under common control are accounted for using the pooling of interests method. The results of subsidiaries are combined from the beginning of the Relevant Periods or the date on which a subsidiary first came under the common control of the controlling shareholder, whichever is later, and continue to be consolidated until the date that the Company’s control ceases. The assets and liabilities of the combining entities are reflected at their existing carrying values at the date of combination. No amount is recognised in respect of goodwill or excess of the acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of common control combination, which, instead, is recorded as part of equity.

Fair value measurement

The Group measures its investment properties and bills receivable at fair value through other comprehensive income at fair value at the end of each of the Relevant Periods. 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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

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The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the Historical Financial Information are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the Historical Financial Information on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each of the Relevant Periods.

Impairment of non-financial assets

Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than financial assets, properties under development, completed properties held for sale and investment properties), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with the function of the impaired asset.

An assessment is made at the end of each of the Relevant Periods as to whether there is an indication that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to profit or loss in the period in which it arises.

Related parties

A party is considered to be related to the Group if:

(a) the party is a person or a close member of that person’s family and that person

(i) has control or joint control over the Group;

(ii) has significant influence over the Group; or

(iii) is a member of the key management personnel of the Group or of a parent of the Group;

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(b) the party is an entity where any of the following conditions applies:

(i) the entity and the Group are members of the same group;

(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity);

(iii) the entity and the Group are joint ventures of the same third party;

(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group;

(vi) the entity is controlled or jointly controlled by a person identified in (a);

(vii) a person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and

(viii) the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent of the Group.

Property, plant and equipment and depreciation

Property, plant and equipment, other than construction in progress, are stated at cost less accumulated depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the statement of profit or loss and other comprehensive income in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly.

Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as follows:

Office equipment and electronic devices 25%-33% Leasehold improvements Over the shorter of the lease terms and 33%

Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end.

An item of property, plant and equipment including any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognised in the statement of profit or loss and other comprehensive income in the year the asset derecognised is the difference between the net sales proceeds and the carrying amount of the relevant asset.

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Investment properties

Gains or losses arising from changes in the fair values of investment properties are included in profit or loss in the year in which they arise.

Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year of the retirement or disposal.

Properties under development

Properties under development are intended to be held for sale after completion.

Properties under development are classified as current assets unless those will not be realised in normal operating cycle. On completion, the properties are transferred to completed properties held for sale.

Completed properties held for sale

Completed properties held for sale are stated in the statements of financial position at the lower of cost and net realisable value. Cost is determined by an apportionment of the total costs of land and buildings attributable to the unsold properties. Net realisable value takes into account the price ultimately expected to be realised, less estimated costs to be incurred in selling the properties.

Allocation of property development costs

Land costs are allocated to each unit according to their respective saleable gross floor areas (“GFA”) to the total saleable GFA. Construction costs relating to units were identified and allocated specifically. Common construction costs have been allocated according to the saleable GFA similar to land costs.

Intangible assets (other than goodwill)

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value at the date of acquisition. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year end.

Software is stated at cost less any impairment loss and is amortised on the straight-line basis over its estimated useful life of 3 years.

Gains or losses arising from derecognition of an intangible asset are measured at the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in profit or loss in the period when the asset is derecognised.

Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

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Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

(a) Right-of-use assets

Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms and the estimated useful lives of the assets as follows:

Leased office buildings 1.5 to 6 years

If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

(b) Lease liabilities

Lease liabilities are recognised at the commencement date of the lease at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term reflects the Group exercising the option to terminate the lease. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a change in assessment of an option to purchase the underlying asset.

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (that is those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the recognition exemption for leases of low-value assets to leases of office equipment and electronic devices that are considered to be of low value.

Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.

Group as a lessor

When the Group acts as a lessor, it classifies at lease inception (or when there is a lease modification) each of its leases as either an operating lease or a finance lease.

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. When a contract contains lease and non-lease components, the Group allocates the consideration in the contract to each component on a relative stand-alone selling price basis. Rental income is accounted for on a straight-line basis over the lease terms and is included in revenue in profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are

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added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Investments and other financial assets

Initial recognition and measurement Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income, and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient of not adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair value, plus in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15 in accordance with the policies set out for “Revenue recognition” below.

In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows, while financial assets classified and measured at fair value through other comprehensive income are held within a business model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not held within the aforementioned business models are classified and measured at fair value through profit or loss.

All regular way purchases and sales of financial assets are recognised on the trade date, that is, the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace.

Subsequent measurement The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at amortised cost (debt instruments) Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

Financial assets at fair value through other comprehensive income (debt instruments) For debt investments at fair value through other comprehensive income, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in other comprehensive income. Upon derecognition, the cumulative fair value change recognised in other comprehensive income is recycled to the statement of profit or loss.

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Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group’s combined statement of financial position) when:

• the rights to receive cash flows from the asset have expired; or

• the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets

The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

General approach

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. When making the assessment, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information that is available without undue cost or effort, including historical and forward-looking information.

In certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

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Financial assets at amortised cost are subject to impairment under the general approach and they are classified within the following stages for measurement of ECLs except for trade receivables which apply the simplified approach as detailed below.

Stage 1 – Financial instruments for which credit risk has not increased significantly since initial recognition and for which the loss allowance is measured at an amount equal to 12-month ECLs

Stage 2 – Financial instruments for which credit risk has increased significantly since initial recognition but that are not credit-impaired financial assets and for which the loss allowance is measured at an amount equal to lifetime ECLs

Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased or originated credit-impaired) and for which the loss allowance is measured at an amount equal to lifetime ECLs

Simplified approach

For trade receivables that do not contain a significant financing component or when the Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has evaluated the expected loss rate that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

For trade receivables that contain a significant financing component and lease receivables, the Group chooses as its accounting policy to adopt the simplified approach in calculating ECLs with policies as described above.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include interest-bearing bank and other borrowings, lease liabilities, trade and bills payables, other payables, and amounts due to related parties.

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification as follows:

(i) Financial liabilities at amortised cost (loans and borrowings)

After initial recognition, loans and borrowings are subsequently measured at amortised cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance costs in profit or loss.

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(ii) Financial guarantee contracts

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. A financial guarantee contract is recognised initially as a liability at its fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequent to initial recognition, the Group measures the financial guarantee contracts at the higher of: (i) the ECL allowance determined in accordance with the policy as set out in “Impairment of financial assets”; and (ii) the amount initially recognised less, when appropriate, the cumulative amount of income recognised.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability. The difference between the respective carrying amount is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

Cash and cash equivalents

For the purpose of the combined statements of cash flows, cash and cash equivalents comprise cash on hand and demand deposits, and short term highly liquid investments that are readily convertible into known amounts of cash, are subject to an insignificant risk of changes in value, and have a short maturity of generally within three months when acquired, less bank overdrafts which are repayable on demand and form an integral part of the Group’s cash management.

For the purpose of the combined statements of financial position, cash and cash equivalents comprise cash on hand and at banks which are not restricted as to use.

Provisions

A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

When the effect of discounting is material, the amount recognised for a provision is the present value at the end of each of the Relevant Periods of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in finance costs in profit or loss.

Income tax

Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss is recognised outside profit or loss, either in other comprehensive income or directly in equity.

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each of the Relevant Periods, taking into consideration interpretations and practices prevailing in the countries in which the Group operates.

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Deferred tax is provided, using the liability method, on all temporary differences at the end of each of the Relevant Periods between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences, except:

Deferred tax assets are recognised for all deductible temporary differences, the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits and unused tax losses can be utilised, except:

• in respect of deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each of the Relevant Periods and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each of the Relevant Periods and are recognised to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of each of the Relevant Periods.

Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Government grants

Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the costs, for which it is intended to compensate, are expensed.

Where the grant relates to an asset, the fair value is deducted from the carrying amount of the asset and released to profit or loss by way of a reduced depreciation charge.

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Revenue recognition

Revenue from contracts with customers

Revenue from contracts with customers is recognised when control of goods or services is transferred to the customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

When the contract contains a financing component which provides the customer a significant benefit of financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between the Group and the customer at contract inception. When the contract contains a financing component which provides the Group with a significant financial benefit for more than one year, revenue recognised under the contract includes the interest expense accreted on the contract liability under the effective interest method. For a contract where the period between the payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, using the practical expedient in IFRS 15.

(a) Development and sales of properties

Revenues are recognised when or as the control of the asset is transferred to the customer.

In determining the transaction price, the Group adjusts the promised amount of consideration for the effect of a financing component if it is significant.

For a property development and sales contract for which the control of the property is transferred at a point in time, revenue is recognised when the customer obtains the physical possession, or the legal title of the completed property and the Group has present right to payment and the collection of the consideration is probable.

(b) Provision of comprehensive industrial park operational services

Revenue from the provision of management services is recognised over the scheduled period on a straight-line basis because the customer simultaneously receives and consumes the benefits provided by the Group.

Revenue from other sources

Rental income

Rental income is recognised on a time proportion basis over the lease terms.

Other income

Interest income is recognised on an accrual basis using the effective interest method by applying the rate that discounts the estimated future cash receipts over the expected life of the financial instrument of the net carrying amount of the financial asset.

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Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received a consideration (or an amount of consideration that is due) from the customer. If a customer pays the consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.

Share-based payments

The Group operates equity-settled, share-based compensation plans for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Group’s operations. Employees (including directors) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (“equity-settled transactions”).

The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an external valuer, further details of which are given in note 30 to the financial statements,

The cost of equity-settled transactions is recognised in employee benefit expense, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The charge or credit to the statement of profit or loss for a period represents the movement in the cumulative expense recognised as at the beginning and end of that period.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

For awards that do not ultimately vest because non-market performance and/or service conditions have not been met, no expense is recognised. Where awards include a market or non-vesting condition, the transactions are treated as vesting irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified, if the original terms of the award are met. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payments, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. This includes any award where non-vesting conditions within the control of either the Group or the employee are not met. However, if a new award is substituted for the cancelled award, and is designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect of outstanding options and restricted shares is reflected as additional share dilution in the computation of earnings per share.

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Employee retirement benefits

Pension scheme

The employees of the Group’s subsidiaries which operate in Mainland China are required to participate in a central pension scheme operated by the local municipal government. These subsidiaries are required to contribute a certain proportion of its payroll costs to the central pension scheme. The contributions are charged to profit or loss as they become payable in accordance with the rules of the central pension scheme.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i.e. assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of those assets. The capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs capitalised. All other borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Dividends

Final dividends are recognised as a liability when they are approved by the shareholders in a general meeting.

Interim dividends are simultaneously proposed and declared, because the Company’s memorandum and articles of association grant the directors the authority to declare interim dividends. Consequently, interim dividends are recognised immediately as a liability when they are proposed and declared.

Foreign currencies

Items included in the financial information of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Historical Financial Information is presented in RMB. Foreign currency transactions recorded by the entities in the Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of exchange ruling at the end of each of the Relevant Periods. Differences arising on settlement or translation of monetary items are recognised in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss, respectively).

In determining the exchange rate on initial recognition of the related asset, expense or income on the derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of initial transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of the advance consideration.

The functional currencies of the Company and certain overseas subsidiaries are Hong Kong dollar. As at the end of the reporting period, the assets and liabilities of these entities are translated into RMB at the exchange rates prevailing at the end of each of the Relevant Periods and its statements of profit or loss and other comprehensive income are translated into RMB at the weighted average exchange rates for the year.

The resulting exchange differences are recognised in other comprehensive income and accumulated in the exchange fluctuation reserve. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss.

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3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Group’s Historical Financial Information requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.

Judgements

In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the Historical Financial Information:

Consolidation of entities in which the Group holds less than a majority of equity interests

The Group considers that it controls certain entities even though it owns less than 50% of the equity interests of them. The classification of an investment as a subsidiary is based on whether the Group is determined to have control over the investee, which involves judgments through the analysis of various factors, including the Group’s representation on the chief decision-making authorities of an investee, such as board of directors’ meetings and shareholders’ meetings, as well as other facts and circumstances.

Withholding tax arising from the distribution of dividends

The Group did not accrue deferred tax liabilities in respect of withholding taxes arising from the future distributions of dividends by certain subsidiaries according to the relevant tax rules enacted in the jurisdictions in which the subsidiaries are domiciled and operate during the Relevant Periods. In the opinion of the directors of the Company, it is not probable that these subsidiaries will distribute such earnings to foreign entities in the foreseeable future while the Group is expanding its business in Mainland China.

Estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each of the Relevant Periods, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are disclosed below:

Provision for properties under development and completed properties held for sale

The Group’s properties under development and completed properties held for sale are stated at the lower of cost and net realisable value. Based on the Group’s historical experience and the nature of the subject properties, the Group makes estimates of the selling prices, the costs of completion of properties under development, and the costs to be incurred in selling the properties based on prevailing market conditions.

If there is an increase in costs to completion or a decrease in net sales value, the net realisable value will decrease and this may result in a provision for properties under development and completed properties held for sale. Such provision requires the use of judgement and estimates. Where the expectation is different from the original estimate, the carrying value and provision for properties in the periods in which such estimate is changed will be adjusted accordingly.

Significant financing component

In determining the transaction price, the Group adjusts the promised amount of consideration for the effects of the timing value of money if the timing of payments agreed to by the parties to the contract provides the Group with a significant benefit of financing.

Advance payments received from customers provides a significant financing benefit to the Group. Although the Group is required to place all deposits and periodic payments received from the pre-completion sales in a stakeholder account, the Group is able to benefit from those advance payments as it can withdraw money from that account to pay for the expended construction costs on the project. The advance payments received in effect reduce the Group’s need to rely on other sources of financing.

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The amount of the financing component is estimated at the inception of the contract. After contract inception, the discount rate is not updated for changes in interest rates or other circumstances, such as a change in credit risk. The period of financing is from the time that the payment is received until the transfer of goods to the customers.

PRC corporate income tax (“CIT”)

The Group is subject to corporate income taxes in the PRC. As a result of the fact that certain matters relating to the income taxes have not been confirmed by the local tax bureau, objective estimate and judgement based on currently enacted tax laws, regulations and other related policies are required in determining the provision for income taxes to be made. Where the final tax outcome of these matters is different from the amounts originally recorded, the differences will impact on the income tax and tax provisions in the period in which the differences realise. Further details are included in note 10 to the Historical Financial Information.

PRC land appreciation tax (“LAT”)

The Group is subject to LAT in the PRC. The provision for LAT is based on management’s best estimates according to the understanding of the requirements set forth in the relevant PRC tax laws and regulations. The actual LAT liabilities are subject to the determination by the tax authorities upon the completion of the property development projects. The Group has not finalised its LAT calculation and payments with the tax authorities for certain of its property development projects. The final outcome could be different from the amounts that were initially recorded, and any differences will impact on the LAT expenses and the related provision in the period in which the differences realise. Further details are included in note 10 to the Historical Financial Information.

Impairment of non-financial assets

The Group assesses whether there are any indicators of impairment for all non-financial assets at the end of each of the Relevant Periods. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset. When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.

Estimate of fair value of investment properties

Investment properties carried at fair value were revalued at each reporting date based on the appraised market value provided by independent professional valuers. Such valuations were based on certain assumptions, which are subject to uncertainty and might materially differ from the actual results. In making the estimation, the Group considers information from current prices in an active market for similar properties and uses assumptions that are mainly based on market conditions existing at the end of each of the Relevant Periods.

The principal assumptions for the Group’s estimation of the fair value include those related to estimated rental values with reference to the current market rents for similar properties in the same location and condition, appropriate capitalisation rates and expected profit margin. The carrying amounts of investment properties at 31 December 2018, 2019 and 2020 were RMB86,920,000, RMB150,040,000 and RMB455,000,000, respectively.

Estimate of fair value of equity-settled award

The fair value of equity-settled award has been valued based on appraised market value provided by independent professional valuers. The valuers applied the summation method under cost approach to determine net assets value of the 100% of equity interest in Zoina Goldstone, and the key assumptions Minority Discount (“DLOC”) and Discount for Lack of Marketability (“DLOM”). Further details are included in note 30 to the Historical Financial Information.

Deferred tax assets

Deferred tax assets are recognised for all deductible temporary differences, and carryforward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which

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the deductible temporary differences, and the carryforward of unused tax credits and unused tax losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. Further details are included in note 17 to the Historical Financial Information.

4. OPERATING SEGMENT INFORMATION

The Group is principally engaged in properties development, property investment, provision of comprehensive industrial park operational services and construction services. Information reported to the Group’s chief operating decision maker, for the purpose of resource allocation and performance assessment, focuses on the operating results of the Group as a whole as the Group’s resources are integrated and no discrete operating segment information is available. Accordingly, no operating segment information is presented.

Geographical information

No geographical information is presented as the Group’s revenue from the external customers is derived solely from its operation in Mainland China and no non-current assets of the Group are located outside Mainland China.

Information about major customers

No revenue from sales to a single customer or a group of customers under common control accounted for 10% or more of the Group’s revenue at the end of the reporting period.

5. REVENUE, OTHER INCOME AND GAINS Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Revenue from contracts with customers Development and sales of properties 457,924 1,944,479 4,582,891 Comprehensive industrial park operational services 3,026 6,701 26,254 Construction services – 25,633 3,812

460,950 1,976,813 4,612,957

Revenue from other sources Rental income – 412 107

460,950 1,977,225 4,613,064

Revenue from contracts with customers

For the year ended 31 December 2018 Comprehensive industrial Development park and sales of operational Construction properties services services Total RMB’000 RMB’000 RMB’000 RMB’000

Recognised at a point in time 457,924 – – 457,924 Recognised over time – 3,026 – 3,026

Total revenue from contracts with customers 457,924 3,026 – 460,950

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For the year ended 31 December 2019

Comprehensive industrial Development park and sales of operational Construction properties services services Total RMB’000 RMB’000 RMB’000 RMB’000

Recognised at a point in time 1,944,479 – 25,633 1,970,112 Recognised over time – 6,701 – 6,701

Total revenue from contracts with customers 1,944,479 6,701 25,633 1,976,813

For the year ended 31 December 2020

Comprehensive industrial Development park and sales of operational Construction properties services services Total RMB’000 RMB’000 RMB’000 RMB’000

Recognised at a point in time 4,582,891 – 3,812 4,586,703 Recognised over time – 26,254 – 26,254

Total revenue from contracts with customers 4,582,891 26,254 3,812 4,612,957

The following table shows the amounts of revenue recognised in the current reporting period that were included in the contract liabilities at the beginning of the reporting period and recognised from performance obligations satisfied in previous periods:

(a) Revenue recognised in relation to contract liabilities

Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Revenue recognized that was included in contract Liabilities at the beginning of the reporting period: Development and sale of properties 294,820 889,474 1,698,497

(b) The amounts of transaction prices allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) related to development and sale of properties as at the end of each of the Relevant Periods are as follows:

Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Within one year 1,371,242 3,086,413 6,682,503 After one year 1,375,357 2,566,573 3,206,733

2,746,599 5,652,986 9,889,236

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The amounts of transaction prices allocated to the remaining performance obligations which are expected to be recognised as revenue after one year relate to development and sale of properties, of which the performance obligations are to be satisfied within 2 years. All the other amounts of transaction prices allocated to the remaining performance obligations are expected to be recognised as revenue within one year. The amounts disclosed above do not include variable consideration which is constrained.

Information about the Group’s performance obligations is summarised below:

Development and sales of properties

The performance obligation is satisfied when the customer obtains the physical possession or the legal title of the completed property and the Group has right to payment and collection of the consideration if probable.

Comprehensive industrial park operational services

The performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits provided by the Group’s performance when the Group performs. Payment is generally due within 30 to 90 days from the date of billing.

Construction services

The performance obligation is satisfied upon the services are rendered and accepted by the customers. Payment is due for payment after the customer acceptance.

Other income and gains

Year ended 31 December Notes 2018 2019 2020 RMB’000 RMB’000 RMB’000

Bank interest income 318 1,347 1,714 Interest income from related parties – 9,378 – Government grants* – 87,316 48,376 Compensation 96 924 1,688 Gain on disposal of a subsidiary 34 – 12,905 – Gain on deregistration of subsidiaries – – 97 Others 43 24 37

457 111,894 51,912

* The government grants are related to income and recognised in profit or loss upon receipt of these grants. There are no unfulfilled conditions or contingencies relating to these grants.

During the year ended 31 December 2020, the Group received government grants amounted to RMB56,959,000, related to the land use right purchased by the Group, which was deducted from the carrying amount of properties under development.

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6. PROFIT BEFORE TAX

The Group’s profit before tax is arrived at after charging/(crediting): Year ended 31 December Notes 2018 2019 2020 RMB’000 RMB’000 RMB’000

Cost of properties sold 19 301,004 1,295,304 3,294,718 Cost of services 2,853 16,188 26,132 Depreciation of items of property, plant and equipment 13 1,946 7,458 18,931 Amortisation of intangible assets 14 562 3,237 4,615 Depreciation of right-of-use assets 15 2,195 6,273 14,797 Gain on disposal of a subsidiary 5 – (12,905) – Gain on deregistration of subsidiaries 5 – – (97) Impairment losses recognised 21&37 752 3,951 2,413 Lease payments not included in the measurement of lease liabilities – 1,545 1,294 Auditor’s remuneration 189 566 660 [REDACTED] expenses – – 2,303 Employee benefit expense (including directors’ and chief executive’s remuneration in note 8): Wages and salaries 107,666 228,959 413,368 Equity-settled share option expense 30 – – 28,816 Pension scheme contributions and social welfare 18,884 40,014 57,358

7. FINANCE COSTS

An analysis of finance costs is as follows: Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Interest on interest-bearing bank and other borrowings 3,194 27,375 105,485 Interest expense arising from revenue contracts 33,783 49,957 125,980 Interest on lease liabilities 412 1,043 1,539 Less: Interest on interest-bearing bank and other borrowings capitalised (128) (12,845) (84,900) Less: Interest expense arising from revenue contracts capitalised (31,256) (42,058) (113,810)

6,005 23,472 34,294

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8. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION

The Company did not have any chief executive, executive directors, non-executive directors and independent non-executive directors before 12 January 2021, the date of incorporation of the Company.

Certain directors of the Company received remuneration from the subsidiaries now comprising the Group for their appointment as directors of these subsidiaries. The remuneration of each of these directors as recorded in the financial statements of the subsidiaries is set out below:

Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Fees ––

Other emoluments: Salaries, allowances and benefits in kind 1,936 1,800 3,000 Performance-related bonuses – 600 1,200 Pension scheme contributions and social welfare 131 168 382 Equity-settled, share-based compensation plans* – – 12,807

2,067 2,568 17,389

* During the year ended 31 December 2020, a director was granted restricted shares, in respect of his services to the Group, under the share incentive scheme of the Group, further details of which are set out in note 30 to the Historical Financial Information.

Subsequent to the end of the Relevant Periods, Mr. Chen Jinshi was appointed as executive director of the Company on 12 January 2021. Mr. Cao Weihua and Mr. Cong Xuefeng were appointed as executive directors of the Company on 6 May 2021. Mr. Qian Jun, Mr. Cao Yongzhong and Mr. Li Xiaohui were appointed as non-executive directors of the Company on 6 May 2021. There was no remuneration paid to the executive directors and non-executive directors of the Company during the Relevant Periods.

(a) Independent non-executive directors

Subsequent to the end of the Relevant Periods, Ms. Leung Bik San, Mr. Chung Chi Kin Kenneth and Mr.Wu Zijing were appointed as independent non-executive directors of the Company. There was no emolument payable to the independent non-executive directors of the Company during the Relevant Periods.

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(b) Executive directors and chief executive

Year ended 31 December 2018

Pension Salaries, scheme allowances Performance- contributions and benefits related and social Total Fees in kind bonuses welfare remuneration RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Executive directors: – Mr. Chen Jinshi ––––– – Mr. Cao Weihua ––––– – Mr. Cong Xuefeng – 1,936 – 131 2,067

– 1,936 – 131 2,067

Year ended 31 December 2019

Pension Salaries, scheme allowances Performance- contributions and benefits related and social Total Fees in kind bonuses welfare remuneration RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Executive directors: – Mr. Chen Jinshi ––––– – Mr. Cao Weihua ––––– – Mr. Cong Xuefeng – 1,800 600 168 2,568

– 1,800 600 168 2,568

Year ended 31 December 2020

Pension Salaries, scheme allowances Performance- contributions Equity-settled and benefits related and social share-based Fees in kind bonuses welfare compensation Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Executive directors: Mr. Chen Jinshi –––––– Mr. Cao Weihua – 1,200 600 208 – 2,008 Mr. Cong Xuefeng – 1,800 600 174 12,807 15,381

– 3,000 1,200 382 12,807 17,389

Mr. Cong Xuefeng is the chief executive officer and an executive director of the Company. There was no arrangement under which a director or the chief executive waived or agreed to waive any remuneration during the Relevant Periods.

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9. FIVE HIGHEST PAID EMPLOYEES

The five highest paid employees for the years ended 31 December 2018, 2019 and 2020 included one, one and one director respectively. Details of those directors’ remuneration are set out in note 8 above. Details of the remuneration for the years ended 31 December 2018, 2019 and 2020 of the remaining four, four, four highest paid employees who are neither a director nor chief executive of the Company, respectively, are as follows:

Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Salaries, allowances and benefits in kind 3,271 3,720 4,800 Performance-related bonuses – 1,080 2,400 Pension scheme contributions and social welfare 537 655 663 Equity-settled share-based compensation – – 12,807

3,808 5,455 20,670

The number of non-director and non-chief executive highest paid employees whose remuneration fell within the following bands is as follows:

Year ended 31 December 2018 2019 2020

Nil to HKD1,000,000 1 – – HKD1,000,001 to HKD1,500,000 3 2 – HKD1,500,001 to HKD2,000,000 – 2 – HKD5,000,001 to HKD5,500,000 – – 2 HKD6,000,001 to HKD6,500,000 1 HKD8,000,001 to HKD8,500,000 – – 1

444

10. INCOME TAX

The Group is subject to income tax on an entity basis on profits arising in or derived from the tax jurisdictions in which members of the Group are domiciled and operate. Pursuant to the rules and regulations of the Cayman Islands and British Virgin Islands, the Group’s subsidiaries incorporated in the Cayman Islands and British Virgin Islands are not subject to any income tax. The Group’s subsidiary incorporated in Hong Kong was not liable for income tax as it did not have any assessable profits arising in Hong Kong during the Relevant Periods.

Subsidiaries of the Group operating in Mainland China are subject to PRC corporate income tax at a rate of 25% for the Relevant Periods.

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LAT is levied at progressive rates ranging from 30% to 60% on the appreciation of land value, being the proceeds from the sale of properties less deductible expenditures including land costs, borrowing costs and other property development expenditures. The Group has estimated, made and included in taxation a provision for LAT according to the requirements set forth in the relevant Mainland China tax laws and regulations. The LAT provision is subject to the final review and approval by the local tax bureau.

Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Current tax: PRC corporate income tax 38,514 158,849 191,552 PRC LAT 23,384 88,731 131,711 Deferred tax (note 17) (38,462) (91,261) (70,532)

Total tax charge for the year 23,436 156,319 252,731

Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Profit before tax 14,179 331,911 546,133

At the statutory income tax rate 3,545 82,978 136,534 Expenses not deductible for tax 1,559 2,017 13,747 Tax losses not recognised 794 4,776 3,667 Provision for LAT 23,384 88,731 131,711 Tax effect on LAT (5,846) (22,183) (32,928)

Tax charge at the Group’s effective rate 23,436 156,319 252,731

Tax payable in the combined statements of financial position represents:

Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Tax payable: PRC corporate income tax 33,067 135,043 186,283 PRC LAT 16,896 52,234 93,546

49,963 187,277 279,829

11. DIVIDENDS

No dividends have been paid or declared by the Company since its date of incorporation.

12. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT

No earnings per share information is presented as its inclusion, for the purpose of this report, is not considered meaningful due to the Reorganisation completed on 27 April 2021 and the basis of presentation of the Historical Financial Information for the Relevant Periods as further explained in note 2.1 to the Historical Financial Information.

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13. PROPERTY, PLANT AND EQUIPMENT Office equipment and electronic Leasehold devices improvements Total RMB’000 RMB’000 RMB’000

31 December 2018

At 31 December 2017 and 1 January 2018: Cost 420 742 1,162 Accumulated depreciation (53) (326) (379)

Net carrying amount 367 416 783

At 1 January 2018, net of accumulated depreciation 367 416 783 Additions 816 6,582 7,398 Depreciation provided during the year (311) (1,635) (1,946)

At 31 December 2018, net of accumulated depreciation 872 5,363 6,235

At 31 December 2018: Cost 1,236 7,324 8,560 Accumulated amortisation (364) (1,961) (2,325)

Net carrying amount 872 5,363 6,235

Office equipment and electronic Leasehold devices improvements Total RMB’000 RMB’000 RMB’000

31 December 2019

At 31 December 2018 and 1 January 2019: Cost 1,236 7,324 8,560 Accumulated depreciation (364) (1,961) (2,325)

Net carrying amount 872 5,363 6,235

At 1 January 2019, net of accumulated depreciation 872 5,363 6,235 Additions 2,737 16,147 18,884 Depreciation provided during the year (597) (6,861) (7,458)

At 31 December 2019, net of accumulated depreciation 3,012 14,649 17,661

At 31 December 2019: Cost 3,973 23,471 27,444 Accumulated amortisation (961) (8,822) (9,783)

Net carrying amount 3,012 14,649 17,661

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Office equipment and electronic Leasehold devices improvements Total RMB’000 RMB’000 RMB’000

31 December 2020

At 31 December 2019 and 1 January 2020: Cost 3,973 23,471 27,444 Accumulated depreciation (961) (8,822) (9,783)

Net carrying amount 3,012 14,649 17,661

At 1 January 2020, net of accumulated depreciation 3,012 14,649 17,661 Additions 3,031 19,961 22,992 Depreciation provided during the year (1,527) (17,404) (18,931)

At 31 December 2020, net of accumulated depreciation 4,516 17,206 21,722

At 31 December 2020: Cost 7,004 43,432 50,436 Accumulated amortisation (2,488) (26,226) (28,714)

Net carrying amount 4,516 17,206 21,722

14. INTANGIBLE ASSETS Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Software At the beginning of the year: Cost 651 2,176 8,664 Accumulated amortisation (35) (597) (3,834)

Net carrying amount 616 1,579 4,830

Carrying amount at the beginning of the year 616 1,579 4,830 Additions 1,525 6,488 7,606 Amortisation provided during the year (562) (3,237) (4,615)

Carrying amount at the end of the year 1,579 4,830 7,821

At the end of the year: Cost 2,176 8,664 16,270 Accumulated amortisation (597) (3,834) (8,449)

Net carrying amount 1,579 4,830 7,821

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15. LEASE

The Group as a lessee

The Group leases certain properties as office and workspace. The lease terms range from one and a half years to six years.

The carrying amount of the Group’s right-of-use assets and the corresponding movements during each of the Relevant Periods are as follows: Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Leased properties 14,599 23,371 30,057

Total right-of-use assets 14,599 23,371 30,057

Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Leased properties Carrying amount at the beginning of the year 573 14,599 23,371 Additions 16,221 15,045 21,483 Depreciation provided during the year (2,195) (6,273) (14,797)

Carrying amount at the end of the year 14,599 23,371 30,057

The carrying amount of lease liabilities and the corresponding movements during each of the Relevant Periods are as follows: Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Lease liabilities Carrying amount at the beginning of the year 573 14,433 22,789 Additions 16,222 15,045 21,482 Interest during the year 412 1,043 1,539 Payments during the year (2,774) (7,732) (23,036)

Carrying amount at the end of the year 14,433 22,789 22,774

Analysed into: Current portion 3,722 7,518 11,005 Non-current portion 10,711 15,271 11,769

The maturity analysis of lease liabilities is disclosed in note 40 to the Historical Financial Information.

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(a) The amounts recognised in profit or loss in relation to leases are as follows: Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Interest on lease liabilities (note 7) 412 1,043 1,539 Depreciation charge of right-of-use assets 2,195 6,273 14,797 Expense relating to short-term leases (included in administrative expenses) – 1,545 1,294

Total amount recognised in profit or loss 2,607 8,861 17,630

(b) The total cash outflow for leases are disclosed in notes 32(c) to the Historical financial statements.

The Group as a lessor

The Group leases its commercial properties under operating lease arrangements. The terms of the leases generally require the tenants to pay security deposits and provide for periodic rent adjustments according to the then prevailing market conditions. Rental income recognised by the Group during the year 2018, 2019 and 2020 was approximately Nil, RMB412,000 and RMB107,000, respectively.

As at 31 December 2018, the Group had no future lease payments receivable. As at 31 December 2019 and 2020, the undiscounted lease payments receivable by the Group in future periods under non-cancellable operating leases with its tenants are as follows: 2018 2019 2020 RMB’000 RMB’000 RMB’000

Within one year – 1,132 1,227 After one year but within two years – 1,148 1,641 After two years but within three years – 1,148 1,708 After three years but within four years – 1,206 1,710 After four years but within five years – 1,206 647 After five years – – 3,194

Total – 5,840 10,127

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16. INVESTMENT PROPERTIES Under construction Completed Total RMB’000 RMB’000 RMB’000

Carrying amount at 31 December 2017 and 1 January 2018 21,490 – 21,490

Additions 39,710 – 39,710

Transfers (86,920) 86,920 – Fair value gains on investment properties 25,720 – 25,720

Carrying amount at 31 December 2018 and 1 January 2019 – 86,920 86,920

Additions 56,520 – 56,520 Fair value gains on investment properties 1,400 5,200 6,600

Carrying amount at 31 December 2019 and 1 January 2020 57,920 92,120 150,040

Additions 271,921 – 271,921 Transfers (87,100) 87,100 – Fair value gains on investment properties 34,839 (1,800) 33,039

Carrying amount at 31 December 2020 277,580 177,420 455,000

Certain of the Group’s investment properties with aggregate carrying amounts of approximately Nil, Nil and RMB18,244,000 as at 31 December 2018, 2019 and 2020, respectively, have been pledged to secure bank and other borrowings granted to the Group (note 27).

The Group’s investment properties are situated in Mainland China. The Group’s investment properties were revalued on 31 December 2018, 2019 and 2020 based on valuations performed by Jones Lang LaSalle Corporate Appraisal and Advisory Limited (“JLL”), an independent professionally qualified valuer, at RMB86,920,000, RMB150,040,000 and RMB455,000,000, respectively. The Group’s senior finance manager and the chief financial officer decide, after approval from the board of directors of the Company, to appoint which external valuer to be responsible for the external valuations of the Group’s properties. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. The Group’s senior finance manager and the chief financial officer have discussions with the valuer on the valuation assumptions and valuation results when the valuation is performed for financial reporting.

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Fair value hierarchy

The following table illustrates the fair value measurement hierarchy of the Group’s investment properties: Fair value measurement as at 31 December 2018 using Quoted prices in Significant Significant active observable unobservable markets inputs inputs (Level 1) (Level 2) (Level 3) Total Recurring fair value measurement for RMB’000 RMB’000 RMB’000 RMB’000

Investment properties Under construction –––– Completed – – 86,920 86,920

– – 86,920 86,920

Fair value measurement as at 31 December 2019 using Quoted prices in Significant Significant active observable unobservable markets inputs inputs (Level 1) (Level 2) (Level 3) Total Recurring fair value measurement for RMB’000 RMB’000 RMB’000 RMB’000

Investment properties Under construction – – 57,920 57,920 Completed – – 92,120 92,120

– – 150,040 150,040

Fair value measurement as at 31 December 2020 using Quoted prices in Significant Significant active observable unobservable markets inputs inputs (Level 1) (Level 2) (Level 3) Total Recurring fair value measurement for RMB’000 RMB’000 RMB’000 RMB’000

Investment properties Under construction – – 277,580 277,580 Completed – – 177,420 177,420

– – 455,000 455,000

During the Relevant Periods, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3.

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Below is a summary of the valuation techniques used and the key inputs to the valuation of investment properties: Significant Range Year ended 31 December Valuation unobservable techniques inputs 2018 2019 2020

Completed investment Income Estimated rental RMB16 RMB17 RMB15-RMB17 Properties capitalisation value (per square method metre per month) Capitalisation rate 6.5% 6.5% 5.5%-6.5%

Investment properties Comparison Estimated profit 25% 10%-15% 10%-25% under construction method margin

The fair value of completed investment properties is determined by the income capitalisation method by taking into account the net rental income of the properties derived from the existing leases and/or achievable in the existing market with due allowance for the reversionary income potential of the leases, which have been then capitalised to determine the fair value at an appropriate capitalisation rate. Where appropriate, reference has also been made to the comparable sales transactions as available in the relevant market.

A significant increase (decrease) in the estimated rental value would result in a significant increase (decrease) in the fair value of the investment properties. A significant increase (decrease) in the capitalisation rate in isolation would result in a significant decrease (increase) in the fair value of the investment properties.

The fair value of investment properties under construction is determined by using comparison method with reference to comparable sales evidence as available in the relevant market after deducting the following items:

• Estimated construction cost and professional fees to be expensed to complete the properties that would be incurred by a market participant; and

• Estimated profit margin that a market participant would require to hold and develop the properties to completion.

A significant increase (decrease) in the developer’s estimated profit margin in isolation would result in a significant decrease (increase) in the fair value of the investment properties under construction.

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17. DEFERRED TAX ASSETS AND LIABILITIES

The movements in deferred tax assets and liabilities during the Relevant Periods are as follows:

Deferred tax assets

Losses available for Unrealised offsetting profit against Unpaid Unrealised arising future Accrued employee revenue Unpaid from taxable construction benefit received in land value intra-group profits cost expense advance added tax transactions Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At 31 December 2017 and 1 January 2018 2,351 – 950 13,703 – – 6,595 23,599 Deferred tax credited to profit or loss during the year 13,558 11,732 1,387 19,091 4,224 – 668 50,660

At 31 December 2018 and 1 January 2019 15,909 11,732 2,337 32,794 4,224 – 7,263 74,259 Deferred tax credited/(charged) to profit or loss during the year 44,050 26,585 (244) 17,851 8,834 2,795 (255) 99,616

At 31 December 2019 and 1 January 2020 59,959 38,317 2,093 50,645 13,058 2,795 7,008 173,875 Deferred tax credited/(charged) to profit or loss during the year 21,511 (2,392) 9,251 26,040 10,328 6,131 11,654 82,523

At 31 December 2020 81,470 35,925 11,344 76,685 23,386 8,926 18,662 256,398

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The movements in deferred tax assets and liabilities during the Relevant Periods are as follows (continued):

Deferred tax liabilities

Fair value adjustments arising from Cost of Right-of-use investment obtaining assets properties contracts Total RMB’000 RMB’000 RMB’000 RMB’000

At 31 December 2017 – 86 – 86 Deferred tax charged to profit or loss during the year 3,650 6,430 2,118 12,198

At 31 December 2018 3,650 6,516 2,118 12,284 Deferred tax charged to profit or loss during the year 2,193 1,650 4,512 8,355

At 31 December 2019 5,843 8,166 6,630 20,639 Deferred tax charged to profit or loss during the year 1,671 8,261 2,059 11,991

At 31 December 2020 7,514 16,427 8,689 32,630

For presentation purposes, certain deferred tax assets and liabilities have been offset in the combined statements of financial position. The following is an analysis of the deferred tax balances for financial reporting purposes:

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Net deferred tax assets recognised in the combined statements of financial position 61,975 153,324 226,620 Net deferred tax liabilities recognised in the combined statements of financial position – 88 2,852

61,975 153,236 223,768

Pursuant to the PRC Corporate Income Tax Law, a 10% withholding tax is levied on dividends declared to foreign investors from the foreign investment enterprises established in Mainland China. The requirement is effective from 1 January 2008 and applies to earnings after 31 December 2007. A lower withholding tax rate may be applied if there is a tax treaty between Mainland China and the jurisdiction of the foreign investors. For the Group, the applicable rate is 10%. The Group is therefore liable for withholding taxes on dividends distributed by those subsidiaries established in Mainland China in respect of earnings generated from 1 January 2008.

At 31 December 2018, 2019 and 2020, no deferred tax has been recognised for withholding taxes that would be payable on the unremitted earnings that are subject to withholding taxes of the Group’s subsidiaries established in Mainland China. In the opinion of the directors of the Company, the Group’s fund will be retained in Mainland China for the expansion of the Group’s operation, so it is not probable that these subsidiaries will distribute such earnings in the foreseeable future. The aggregate amount of temporary differences associated with investments in subsidiaries in Mainland China for which deferred tax liabilities have not been recognised totalled approximately RMB27,678,000, RMB313,891,000 and RMB594,686,000 as at 31 December 2018, 2019 and 2020, respectively.

The Group had unutilised tax losses arising in the PRC of approximately RMB66,812,000, RMB262,116,000 and RMB362,828,000 as at 31 December 2018, 2019 and 2020 respectively, that will expire in one to five years for offsetting against future taxable profits of the entities in which the losses arose.

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Deferred tax assets have not been recognised in respect of the following items:

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Tax losses 794 5,570 9,237

The above tax losses arising in Mainland China that will expire in one to five years for offsetting against future taxable profits of the companies in which the losses arose. Deferred tax assets have not been recognised in respect of the above items as it is not considered probable that taxable profits will be available against which the above items can be utilised.

18. PROPERTIES UNDER DEVELOPMENT

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

At the beginning of the year 372,553 748,594 2,604,306 Additions 953,623 3,373,165 5,484,585 Acquisition of subsidiaries (note 33) – – 132,414 Disposal of a subsidiary (note 34) – (225,401) – Transferred to completed properties held for sale (note 19) (577,582) (1,292,052) (3,598,766)

At the end of the year 748,594 2,604,306 4,622,539

The Group’s properties under development are situated on leasehold lands in Mainland China.

Certain of the Group’s properties under development with aggregate carrying amounts of approximately RMB79,321,000, RMB840,267,000 and RMB1,890,484,000 as at 31 December 2018, 2019 and 2020,respectively, have been pledged to secure bank and other borrowings granted to the Group (note 27).

19. COMPLETED PROPERTIES HELD FOR SALE

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Carrying amount at the beginning of the year – 566,569 563,317 Transferred from properties under development (note 18) 577,582 1,292,052 3,598,766 Additions 289,991 – – Transferred to cost of sales (note 6) (301,004) (1,295,304) (3,294,718)

Carrying amount at the end of the year 566,569 563,317 867,365

Certain of the Group’s completed properties held for sale with aggregate carrying amounts of approximately RMB274,832,000, RMB276,539,000 and RMB327,655,000 as at 31 December 2018, 2019 and 2020, respectively, have been pledged to secure bank and other borrowings granted to the Group (note 27).

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20. TRADE AND BILLS RECEIVABLES

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Trade receivables 2,062 9,143 5,783 Bills receivables 6,283 32,139 41,628

8,345 41,282 47,411

Trade receivables mainly represent the receivables from comprehensive industrial park operational services and construction service income. The Group seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by management. In view of the aforementioned and the fact that the Group’s trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk.

Trade receivables are unsecured and non-interest-bearing. The carrying amounts of trade receivables approximate to their fair values. An ageing analysis of the trade receivables as at the end of each of the Relevant Periods, based on the invoice date, is as follows:

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Less than 1 year 2,062 8,440 5,506 Over 1 year – 703 277

2,062 9,143 5,783

The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected credit loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Based on the evaluation on the expected loss rate and the gross carrying amount, the directors of the Company are of the opinion that the expected credit losses in respect of these balances are insignificant.

The Group applies the general approach to providing for expected credit losses of bills receivables were due within 3 or 6 months, the Group has closely monitored the credit qualities and the collectability of these bills receivable and consider that expected credit risks arising from them are insignificant.

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21. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Non-Current

Deposit paid for a proposed acquisition from a third party (note a) – – 15,000

Note a: The balance represents the deposit paid for the proposed acquisition of 100% equity interests in Jiangsu Longwang Biological Technology Co., Ltd.. The acquisition was not completed as at 31 December 2020.

Current

Prepayments for construction cost 5,058 21,825 35,836 Prepayments for acquisition of land use rights 161,084 219,507 396,401 Deposits for land auction 46,120 56,853 187,222 Other deposits and receivables 67,354 62,675 122,904 Other prepayments 1,111 2,955 4,838 Cost of obtaining contracts 8,473 26,521 34,758 Due from non-controlling shareholders of the subsidiaries – 13,576 57,132 Prepaid taxes and other tax recoverables 58,958 131,901 259,156

Impairment (752) (620) (550)

347,406 535,193 1,097,697

Total 347,406 535,193 1,112,697

Other receivables are unsecured, non-interest-bearing and have no fixed terms of repayment. The internal credit rating of amounts due from non-controlling shareholders of subsidiaries and other deposits and receivables were regarded as the grade of performing. The Group has assessed that the credit risk of these receivables has not increased significantly since initial recognition. The Group has evaluated the expected loss rate and gross carrying amount, measured the impairment based on the 12-month expected credit losses, with referenced to the credit rating of the debtor which is accessed by the Group using Moody’s Rating Methodology, and assessed that the expected credit losses were RMB752,000, RMB620,000 and RMB550,000 as at 31 December 2018, 2019 and 2020, respectively.

The movements in provision for impairment of receivables are as follows:

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

At the beginning of the year – 752 620 Impairment losses recognised 752 2,568 27 Amount written off as uncollectible – (2,700) (97)

At the end of the year 752 620 550

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22. BILLS RECEIVABLE AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Bank acceptance bills at fair value 17,814 14,499 42,073

Bills receivable that are held for collection of contractual cash flows and for selling the financial assets are measured at FVTOCI. Bills receivable held by the Group are usually collected at the maturity date or endorsed before the maturity date.

The bills receivable were due within 3 or 6 months. Management expect that there is no significant credit risk associated with bills receivables since they are held with large size listed banks and the credit risks arising from them are close to zero.

23. CASH AND CASH EQUIVALENTS, RESTRICTED CASH AND PLEDGED DEPOSITS 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Cash and bank balances 40,075 362,105 1,337,767 Less: Restricted cash 22,137 99,871 305,847 Pledged deposits 3,769 65,649 70,799

Cash and cash equivalents 14,169 196,585 961,121

Pursuant to relevant regulations in the PRC, certain property development companies of the Group are required to place certain amounts of cash in designated bank accounts for specified use. As at 31 December 2018, 2019 and 2020, such restricted cash amounted to RMB22,137,000 RMB99,871,000 and RMB305,847,000, respectively.

Bank deposits of RMB3,769,000, RMB65,649,000 and RMB70,799,000 were pledged as security for purchasers’ mortgage loans, construction of projects, or pledged to banks as collateral for the issuance of bank acceptance notes as at 31 December 2018, 2019 and 2020, respectively.

At 31 December 2018, 2019 and 2020, all the cash and bank balances of the Group were denominated in RMB. The RMB is not freely convertible into other currencies, however, under Mainland China’s Foreign Exchange Control Regulations and Administration of Settlement, Sale and Payment of Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business.

Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances are deposited with creditworthy banks with no recent history of default. The carrying amounts of the cash and cash equivalents approximated to their fair values.

24. TRADE AND BILLS PAYABLES 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Trade payables 232,489 881,255 1,695,218 Bills payables 77,805 100,785 516,997

310,294 982,040 2,212,215

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An ageing analysis of the trade and bills payables as at the end of each of the Relevant Periods, based on the invoice date, is as follows:

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Less than 1 year 299,763 970,022 2,180,748 Over 1 year 10,531 12,018 31,467

310,294 982,040 2,212,215

Trade payables are unsecured and interest-free and are normally settled based on the progress of construction.

Included in the Group’s trade and bills payables are amounts due to the Group’s related parties of RMB7,606,000, RMB107,652,000 and RMB447,561,000 as at December 31, 2018 and 2019 and 2020, respectively.

25. OTHER PAYABLES, DEPOSITS RECEIVED AND ACCRUALS

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Deposits related to construction 32,314 55,175 87,703 Advanced from employees 327 1,634 3,884 Payroll and welfare payable 43,974 94,645 204,891 Business tax and surcharges 2,456 18,913 38,020 Deposits related to the sale of properties 129,313 425,008 450,393 Interest payable 370 4,569 1,707 Other payables and accruals 24,899 21,838 45,106 Payable for acquisition of subsidiaries (note 33) – – 33,030 Payable to a third party – – 25,236 Due to non-controlling shareholders of subsidiaries – 1,991 11,930

233,653 623,773 901,900

Other payables, payable to a third party and due to non-controlling shareholders of subsidiaries are unsecured, non-interest-bearing and repayable on demand. The fair values of other payables at the end of each of the Relevant Periods approximated to their corresponding carrying amounts.

26. CONTRACT LIABILITIES

The Group recognised the following revenue-related contract liabilities:

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Contract liabilities 1,186,266 2,255,565 4,142,861

The Group receives payments from customers based on the billing schedule as established in contracts. Payments are usually received in advance of the performance under the contracts which are mainly from the sale of properties. The increase in contract liabilities in 2019 and 2020 was mainly due to the increase in advances received from customers in relation to the sale of properties at the end of the year.

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27. INTEREST-BEARING BANK AND OTHER BORROWINGS

31 December 2018 31 December 2019 31 December 2020 Effective Effective Effective interest interest interest Note rate (%) Maturity RMB’000 rate (%) Maturity RMB’000 rate (%) Maturity RMB’000

Current Bank loans – secured 7.36 2019 29,700 5.23-7.13 2020 237,369 4.75-8.20 2021 503,927 Other loans – secured (Note (a)) 8.55 2019 59,700 8.50-11.20 2020 211,194 9.27-10.04 2021 78,390

89,400 448,563 582,317

Non-current Bank loans – secured – – – 5.53-8.00 2021-2024 502,889 4.36-8.20 2022-2025 1,731,149 Other loans – secured 8.55 2020 78,300 ––––––

78,300 502,889 1,731,149

167,700 951,452 2,313,466

Bank and other borrowings

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Analysed into:

Repayable within one year 89,400 448,563 582,317 Repayable in the second year 78,300 152,890 903,962 Repayable within two to five years – 349,999 827,187

Subtotal 167,700 951,452 2,313,466

The Group’s borrowings are all denominated in RMB.

The Group’s borrowings of up to RMB167,700,000, RMB665,228,000 and RMB1,331,257,000.as at 31 December 2018, 2019 and 2020, respectively, were borrowings with floating interest rates.

(a): As at 31 December 2019, certain of the Group’s other borrowings from independent trust companies, amounted to RMB100,000,000 were secured by way of transferring partial interests of the subsidiaries as collateral as set out note 1(c) to the Historical Financial Information.

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(b): Certain of the Group’s bank and other borrowings are secured by the pledges of the following assets with carrying values at the end of each of the Relevant Periods:

31 December Notes 2018 2019 2020 RMB’000 RMB’000 RMB’000

Investment properties 16 – – 18,244

Properties under development 18 79,321 840,267 1,890,484

Completed properties held for sale 19 274,832 276,539 327,655

As at 31 December 2019, certain of the Group’s bank and other borrowings amounted to RMB108,763,000 were secured by the equity interests of certain subsidiaries of the Group.

The Then Parent Company has guaranteed certain of the Group’s bank loans of up to RMB167,700,000, RMB957,564,000, RMB1,899,285,000 as at 31 December 2018, 2019 and 2020, respectively.

As represented by the directors of the Company, the guarantees provided by the Then Parent Company as at 31 December 2020 will be released on or before the [REDACTED] of the Company’s shares (“[REDACTED]”).

The management of the Company has assessed that the fair values of interest-bearing bank and other borrowings approximate to their carrying amounts largely due to the fact that such borrowings were made between the Group and independent third party financial institutions based on prevailing market interest rates and fixed interest rates.

28. SHARE CAPITAL

The Company was incorporated in the Cayman Islands on 12 January 2021 with authorised share capital of HKD380,000 divided in 38,000,000 shares of HKD0.01 each par value each. Upon incorporation, one share was issued to an independent third party. Such share was transferred to ChenJins Holdings Limited at par value, a company incorporated in the BVI with limited liability, and controlled by the Controlling Shareholder. On the same date, one additional share was allotted and issued to each of CongXf Holdings Limited, LiJ Holdings Limited, ZhouL Holdings Limited, ZhangJ Holdings Limited, LiZg Holdings Limited, ChenZ Holdings Limited, CaoWh Holdings Limited, QianJ Holdings Limited, FengYj Holdings Limited, CaoYz Holdings Limited, ShiJh Holdings Limited and LiXh Holdings Limited at par value.

29. RESERVES

The amounts of the Group’s reserves and the movements therein for the years ended 31 December 2018, 2019 and 2020 are presented in the combined statements of changes in equity.

(a) Merger reserve

The merger reserve of the Group represents the issued capital of the then holding company of the companies now comprising the Group and the capital contributions from the equity holders of certain subsidiaries now comprising the Group before the completion of the Reorganisation.

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(b) Statutory surplus reserve

In accordance with the PRC Company Law and the articles of association of the subsidiaries established in the PRC, the Group is required to appropriate 10% of its net profit after tax, as determined under the Chinese Accounting Standards, to the statutory surplus reserve until the reserve balance reaches 50% of its registered capital. Subject to certain restrictions set out in the relevant PRC regulations and in the articles of association of the Group, the statutory surplus reserve may be used either to offset losses, or to be converted to increase share capital provided that the balance after such conversion is not less than 25% of the registered capital of the Group. The reserve cannot be used for purposes other than those for which it is created and is not distributable as cash dividends.

Other reserve represents the gains/(losses) arising from transactions with non-controlling interest.

30. SHARE-BASED PAYMENT TRANSACTIONS

Zoina Goldstone operates a share incentive scheme for the purpose of retaining talent, promoting the long-term sustainable development of the Group. Under the share incentive scheme, certain directors of the Company and senior management (the “Grantees”) have a right to subscribe the equity interests of Zoina Goldstone at a predetermined subscription price (the “Restricted Shares”).

In January 2020, Zoina Goldstone granted representing 9% of its share capital at a cash consideration of RMB22,500,000, which were fully vested on the grant date to eligible Grantees. At the same time, Zoina Goldstone also granted to eligible Grantees restricted shares represented 9% of its share capital at nil consideration, which include a service vesting period of 3.5 years starting from the grant date and are subject to forfeitures if the certain performance targets cannot be achieved.

The fair value of restricted shares at the grant date, were primarily determined by reference to the fair value of the equity interest of Zoina Goldstone by using summation method under cost approach valuation model. The key inputs used to determine the fair value are as follows:

Net asset value – In arriving at the assessed value for the net assets attributable to owners of the parent, the valuer had applied the summation method under cost approach in determining that which had considered the type of assets and liabilities and their conditions when arriving at their market values and adopted appropriate valuation methodology for each different class of assets and liabilities. The estimated net asset value of the equity interest of Zoina Goldstone as at the grant date is approximately RMB697,416,000.

Minority Discount – The minority discount is the reduction applied to the valuation of a minority equity position in a company due to the absence of control. With reference to the Mergerstat Control Premium Study, 12.0% of the minority discount is applied as at the valuation date.

Discount for Lack of Marketability – The lack of marketability discount reflects the fact that there is no ready market for shares in privately held companies which are typically not readily marketable compared to similar interest in public companies. With reference to a study by Discount for Lack of Marketability, Job Aid for IRS Valuation Professionals, 27.7% of the minority discount is applied as at the valuation date.

For the year ended December 31 2020, the Group recognised expenses arising from share-based payment transactions amounted to RMB28,816,000.

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31. PARTLY-OWNED SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS

Prior to the completion of Reorganisation, Zoina Goldstone was held by Zhongnan Holding Group Company Limited which was ultimately controlled by the Controlling Shareholder. The equity interests in Zoina Goldstone held by parties other than the Controlling Shareholder are presented as non-controlling interests, details of which were set out below:

31 December 2018 Percentage of Loss for the effective equity year allocated Accumulated interest held by to balances of non-controlling non-controlling non-controlling interests interests interests % RMB’000 RMB’000

Zoina Goldstone 44.45 (2,250) 91,389

31 December 2019 Percentage of Profit for the effective equity year allocated Accumulated interest held by to balances of non-controlling non-controlling non-controlling interests interests interests % RMB’000 RMB’000

Zoina Goldstone 44.45 75,883 181,687

31 December 2020 Percentage of Profit for the effective equity year allocated Accumulated interest held by to balances of non-controlling non-controlling non-controlling interests interests interests % RMB’000 RMB’000

Zoina Goldstone 44.45 125,058 647,524

The following table illustrates the summarized financial information of Zoina Goldstone. The amounts disclosed are before any inter-company eliminations: 31 December 31 December 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Revenue 460,950 1,977,225 4,613,064 Total expenses 446,771 1,645,314 4,066,931 Income tax expense 23,436 156,319 252,731 Net profit/(loss) for the year (9,257) 175,592 293,402

Current assets 1,977,416 5,076,508 10,639,150 Non-current assets 171,308 349,226 756,220 Current liabilities 1,929,356 4,561,110 8,131,348 Non-current liabilities 89,011 518,248 1,745,770

Net cash flows from/(used in) operating activities (70,860) 112,108 649,905 Net cash flows used in investing activities (66,256) (744,967) (2,025,432) Net cash flows from financing activities 105,993 815,275 2,140,063

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32. NOTES TO THE COMBINED STATEMENTS OF CASH FLOWS

(a) The Group had non-cash additions to right-of-use assets and lease liabilities of RMB16,222,000, RMB15,045,000 and RMB21,482,000 in respect of lease arrangements for certain units in properties as its office units for the years ended 31 December 2018, 2019, and 2020, respectively.

(b) Changes in liabilities arising from financing activities:

Due to related Interest parties bearing bank relating to and other non-trade Lease borrowings activities liabilities RMB’000 RMB’000 RMB’000

At 1 January 2018 – 21,754 573

Cash flows from/(used in) financing activities 167,700 34,299 (2,362) New leases – – 16,222 Accrual of interest – – 412 Interest paid classified as operating cash flows – – (412)

At 31 December 2018 167,700 56,053 14,433

Cash flows from/(used in) financing activities 781,971 (434) (6,689) New leases – – 15,045 Accrual of interest – – 1,043 Interest paid classified as operating cash flows – – (1,043) Adjustment of amortised costs 1,781 – –

At 31 December 2019 951,452 55,619 22,789

Cash flows from/(used in) financing activities 1,367,429 (55,619) (21,497) New leases – – 21,482 Accrual of interest – – 1,539 Interest paid classified as operating cash flows – – (1,539) Adjustment of amortised costs (5,415) – –

At 31 December 2020 2,313,466 – 22,774

2018 2019 2020 RMB’000 RMB’000 RMB’000

Within operating activities 412 2,588 2,833 Within financing activities 2,362 6,689 21,497

Total 2,774 9,277 24,330

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33. ACQUISITION OF SUBSIDIARIES NOT ACCOUNTED FOR AS A BUSINESS COMBINATION

In the year ended 31 December 2020, the Group acquired 100% and 100% equity interests in Zhengzhou Yushi Operation Management Co., Ltd (鄭州譽石產業園管理有限公司) and Wuhan Silk Road Linghang Semiconductor Co., Ltd. (武漢絲路領航半導體有限公司) that do not constitute a business from independent third parties at a consideration of RMB18,780,000.00 and RMB78,656,000.00, respectively. The Group completed these acquisitions for the purpose of obtaining the land use rights possessed by these entities for its property development business.

In the opinion of the directors of the Company, the acquisition of these entities does not constitute a business combination as defined in IFRS 3 Business Combinations, because these entities only possessed undeveloped land use rights. Therefore, the transactions were accounted for as acquisition of assets in the Group’s Historical Financial Information. The purchase cost of the Group is allocated to the assets and liabilities, respectively on the basis of their relative fair value at the date of purchase.

A summary of the acquisitions of subsidiaries that are not a business during the Relevant Periods is as follows:

2020 RMB’000

Properties under development 132,414 Cash and cash equivalents 1,140 Other payables, deposits received and accruals (36,118)

Net assets acquired 97,436

An analysis of the cash flows in respect of the acquisition of the subsidiaries is as follows:

Cash consideration 97,436 Acquisition consideration outstanding and included in other payables (note 25) (33,030) Cash and cash equivalents acquired (1,140)

Satisfied by cash 63,266

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34. DISPOSAL OF SUBSIDIARIES

31 December 2019

In December 2019, the Group disposed of its 100% equity interest in 濰坊錦琴房地產開發有限公司 Weifang Jinqin Real Estate Co., Ltd. (“Weifang Jinqin”) to a related company which is under common control of the Then Parent Company, for a cash consideration of RMB10,160,000.

2019 RMB’000

Properties under development 225,401 Prepayments, deposits and other receivables 742 Cash and cash equivalents 76 Other payables, deposits received and accruals (228,964)

Net liabilities disposed (2,745)

Gain on disposal of a subsidiary (note 5) 12,905

Satisfied by cash 10,160

An analysis of the cash flows in respect of the disposal of a subsidiary is as follows:

Cash consideration 10,160 Cash and cash equivalents disposed (76)

Satisfied by cash 10,084

35. COMMITMENTS

The Group had the following capital and property development commitments at the end of each of the Relevant Periods:

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Contracted, but not provided for: Property development activities 600,983 2,800,194 4,849,085 Investment properties 56,520 132,160 297,768 Acquisition of land use rights 45,545 164,751 74,604 Capital contributions for the acquisition of subsidiaries – – 141,750

703,048 3,097,105 5,363,207

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36. CONTINGENT LIABILITIES

At the end of each of the Relevant Periods, contingent liabilities not provided for in the financial statements were as follows:

31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Guarantees given to banks in connection with facilities granted to purchasers of the Group’s properties (1) 179,221 1,360,029 2,275,775

179,221 1,360,029 2,275,775

(1) The Group provided guarantees in respect of mortgage facilities granted by certain banks to the purchasers of the Group’s completed properties held for sale. Pursuant to the terms of the guarantee arrangements, in case of default on mortgage payments by the purchasers, the Group is responsible for repaying the outstanding mortgage principals together with any accrued interest and penalties owed by the defaulted purchasers to those banks.

Under the above arrangement, the related properties were pledged to the banks as collateral for the mortgage loans, upon default on mortgage repayments by these purchasers, the banks are entitled to take over the legal titles and will realise the pledged properties through open auction.

The Group’s guarantee period starts from the dates of grant of the relevant mortgage loans and ends upon the issuance and registration of property ownership certificates to the purchasers, which will generally be available within one to two years after the purchasers take possession of the relevant properties.

The Group did not incur any material losses during the year in respect of the guarantees provided for mortgage facilities granted to purchasers of the Group’s completed properties held for sale. The directors of the Company considered that in case of default on payments, the net realisable value of the related properties would be sufficient to repay the outstanding mortgage loans together with any accrued interest and penalty, and therefore no provision has been made in connection with the guarantees.

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37. RELATED PARTY TRANSACTIONS

(1) Name and relationship

叢學豐 (Mr. Cong Xuefeng) Director/Non-controlling shareholder of the Company 陳治 (Mr. Chen Zhi) Non-controlling shareholder of the Company 李勁 (Mr. Li Jin) Non-controlling shareholder of the Company 李志剛 (Mr. Li Zhigang) Non-controlling shareholder of the Company 章鈞 (Mr. Zhang Jun) Non-controlling shareholder of the Company 周磊 (Mr.Zhou Lei) Non-controlling shareholder of the Company 中南控股集團有限公司 the Then Parent Company (Zhongnan Holding Group Co., Ltd.) (“Zhongnan Holding”) 北京城建中南土木工程集團有限公司 Company controlled by the Then Parent (Beijing Urban Construction & Zhongnan Group Company of Civil Engineering Co., Ltd.) 江蘇中南建設集團股份有限公司 Company controlled by the Then Parent (Jiangsu Zhongnan Construction Group Co., Ltd.) Company (“Zhongnan Construction”) 江蘇中南建築產業集團有限責任公司 Company controlled by the Then Parent (Jiangsu Zhongnan Construction Industry Group Company Co., Ltd.) 江蘇中南新材料有限公司 Company controlled by the Then Parent (Jiangsu Zhongnan New Materials Co., Ltd.) Company 南通中南工業投資有限責任公司 Company controlled by the Then Parent (Nantong Zhongnan Industrial Investment Co., Company Ltd.) 上海中南茂創投資有限公司 Company controlled by the Then Parent (Shanghai Zhongnan Maochuang Investment Co., Company Ltd.) 江蘇神宇集成房屋有限公司 Company controlled by the Then Parent (Jiangsu Shenyu Modular House Co., Ltd.) Company 江蘇中南園林工程有限公司 Company controlled by the Then Parent (Jiangsu Zhongnan Landscape Engineering Co., Company Ltd.) 江蘇中石建築設計有限公司 Company controlled by the Then Parent (Jiangsu Zhongshi Building Design Co., Ltd.) Company 南通市中南建工設備安裝有限公司 Company controlled by the Then Parent (Nantong Zhongnan Construction Equipment Company Instalment Co., Ltd.) 江蘇中南金屬裝飾工程有限公司 Company controlled by the Then Parent (Jiangsu Zhongnan Metal Decoration Engineering Company Co., Ltd.) 智鏈雲創(南京)數字科技有限公司 Company controlled by the Then Parent (Intelligent Chain Yunchuang (Nanjing) Digital Company Technology Co., Ltd.) 江蘇中南建設集團上海投資發展有限公司 Company controlled by the Then Parent (Jiangsu Zhongnan Construction Group Shanghai Company Investment Development Co., Ltd.) 南通市海門區中南錦麟研學培訓有限公司 Company controlled by the Then Parent (Nantong Haimen Zhongnan Jinlin Research Company Training Co., Ltd.) 江蘇中南建築科技發展有限公司 Company controlled by the Then Parent (Jiangsu Zhongnan Construction Technology Company Development Co., Ltd.) 青島中南世紀城房地產業投資有限公司 Company controlled by the Then Parent (Qingdao Zhongnan Century City Real Estate Company Investment Co., Ltd.)

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中南城市建設投資有限公司 Company controlled by the Then Parent (Zhongnan Urban Construction Investment Company Co., Ltd.)

(2) Significant related party transactions

In addition to the transactions detailed elsewhere in the Historical Financial Information, the Group had the following transactions with related parties during the Relevant Periods

Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Advances received from related parties

Jiangsu Zhongnan Construction Group Co., Ltd. 73,041 906 – Jiangsu Zhongnan Construction Industry Group Co., Ltd. 500 – – Jiangsu Zhongnan Landscape. Engineering Co., Ltd – 50 – Jiangsu Zhongshi Building Design Co., Ltd. – – – Beijing Urban Construction & Zhongnan Group of Civil Engineering Co., Ltd. – – – Nantong Zhongnan Construction Equipment Instalment Co., Ltd. – 100 – Mr. Cong Xuefeng 30,170 – –

Total 103,711 1,056 –

Repayments of advances received from related parties

Jiangsu Zhongnan Construction Group Co., Ltd. 68,000 965 11,768 Jiangsu Zhongnan New Materials Co., Ltd. – – 536 Jiangsu Zhongnan Construction Industry Group Co., Ltd. – 517 – Jiangsu Zhongnan Landscape Engineering Co., Ltd – – 50 Nantong Zhongnan Construction Equipment Instalment Co., Ltd. – – 100 Nantong Zhongnan Industrial Investment Co., Ltd – – 3,661 Shanghai Zhongnan Maochuang Investment Co., Ltd. – – 10,754 Mr. Cong Xuefeng 1,412 8 28,750

Total 69,412 1,490 55,619

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Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Advances paid to related parties

Zhongnan Holding Group Co., Ltd. (a) 17,399 673,159 1,585,142 Qingdao Zhongnan Century City Real Estate Investment Co., Ltd. – 247,883 – Mr. Cong Xuefeng – – 32,708 Mr. Chen Zhi – – 6,133 Mr. Li Jin – – 12,266 Mr. Li Zhigang – – 6,133 Mr. Zhang Jun – – 8,177 Mr. Zhou Lei – – 8,177 Jiangsu Shenyu Modular House Co., Ltd. 224 – –

Total 17,623 921,042 1,658,736

Repayment of advances paid to related parties

Qingdao Zhongnan Century City Real Estate Investment Co., Ltd. – 247,883 – Mr. Cong Xuefeng – – 30,000 Mr. Chen Zhi – – 5,625 Mr. Li Jin – – 11,250 Mr. Li Zhigang – – 5,625 Mr. Zhang Jun – – 7,500 Mr. Zhou Lei – – 7,500 Jiangsu Shenyu Modular House Co., Ltd. – – 224

Total – 247,883 67,724

Project management fee paid to related parties Zhongnan Holding Group Co., Ltd. – 474 163

Total – 474 163

Raw materials purchased from related parties Jiangsu Shenyu Modular House Co., Ltd. 40 – –

Total 40 – –

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Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Construction fee paid to related parties Jiangsu Zhongshi Building Design Co., Ltd. 1,496 – 400 Beijing Urban Construction & Zhongnan Group of Civil Engineering Co., Ltd. 52 113 61,539 Jiangsu Zhongnan Construction Industry Group Co., Ltd. 946 121,650 629,206 Jiangsu Zhongnan Landscape Engineering Co., Ltd. – – 2,987 Nantong Zhongnan Construction Equipment Installment Co., Ltd. – – 6,331 Jiangsu Zhongnan Metal Decoration Engineering Co., Ltd. – – 3,594

Total 2,494 121,763 704,057

Note: These transactions were made according to the published prices and conditions offered by the related parties to their major customers.

Management service fee paid to related parties Shanghai Zhongnan Maochuang Investment Co., Ltd. – – 315 Nantong Haimen Zhongnan Jinlin Research Training Co., Ltd. – – 70 Jiangsu Zhongnan Construction Technology Development Co., Ltd. 281 – – Intelligent Chain Yunchuang (Nanjing) Digital Technology Co., Ltd. – – 1,106

Total 281 – 1,491

Guarantee fee paid to related parties Zhongnan Holding Group Co., Ltd. – 7,765 221

Interest income from related parties Qingdao Zhongnan Century City Real Estate Investment Co., Ltd. (note b) – 9,378 –

(a) The advances paid to Zhongnan Holding Group Co., Ltd represented the net cash flows with the centralized fund management administered by Zhongnan Holding, which are unsecured, no interest-bearing and had no fixed repayment terms.

(b) The Group provided a loan amounted to RMB247,883,000 to Qingdao Zhongnan Century City Real in December 2019, which bears interest at 15% per annum and was repaid in 2019. The interest income arising from the loan was amounted to RMB9,378,000 for the year ended 31 December 2019.

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(3) Outstanding balances with related parties 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Due from related parties:

Balances due from shareholders

Mr. Chen Zhi – – 508 Mr. Li Jin – – 1,016 Mr. Li Zhigang – – 508 Mr. Zhang Jun – – 677 Mr. Zhou Lei – – 677 Mr. Cong Xuefeng (Note a) – – 2,708

– – 6,094

Balances relating to non-trade activities

Jiangsu Shenyu Modular House Co., Ltd. 224 224 – Qingdao Zhongnan Century City Real Estate Investment Co., Ltd. (Note b) – 3,806 – Zhongnan Holding Group Co., Ltd. (Note c) 248,389 921,548 2,506,690

Impairment – (1,383) (3,769)

248,613 924,195 2,509,015

Note:

(a) The amount due from Mr. Cong Xuefeng who is a director of the Group, bears no interests and is repayable on demand. The maximum amount outstanding from Mr. Cong Xuefeng during the year ended 31 December 2020 was RMB32,708,000.

(b) The amount due from Qingdao Zhongnan Century City Real Estate Investment Co., Ltd, which is ultimately controlled by a director of the Company represents interests payable for a loan which bears interest at 15% per annum and is repayable on demand. The maximum amount outstanding from Qingdao Zhongnan Century City Real Estate Investment Co., Ltd, during the year ended 31 December 2019 was RMB257,261,000.

(c) The amount due from Zhongnan Holding Group Co., Ltd, which is ultimately controlled by a director of the Company, bears no interests and is repayable on demand. The maximum amount outstanding from Zhongnan Holding during each of the Relevant Periods was RMB248,389,000, RMB921,548,000 and RMB3,756,117,000 , respectively.

The movements in provision for impairment of Due from related parties are as follows: 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

At the beginning of the year – – 1,383 Impairment losses recognised – 1,383 2,386

At the end of the year – 1,383 3,769

The Group has assessed the expected loss rate for amounts due from related parties by considering the financial position and credit history of these related parties. The Group has assessed the expected credit losses were RMB1,383,000 and RMB3,769,000 as at 31 December 2019 and 2020, respectively.

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31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Due to related parties:

Balances due to shareholders

Mr. Cong Xuefeng 28,758 28,750 –

Balances relating to non-trade activities

Jiangsu Zhongnan Construction Group Co., Ltd. 11,827 11,768 – Jiangsu Zhongnan Construction Industry Group Co., Ltd. 517 – – Jiangsu Zhongnan Landscape. Engineering Co., Ltd – 50 – Jiangsu Zhongnan New Materials Co., Ltd. 536 536 – Nantong Zhongnan Industrial Investment Co., Ltd. 3,661 3,661 – Shanghai Zhongnan Maochuang Investment Co., Ltd. 10,754 10,754 – Nantong Zhongnan Construction Equipment Instalment Co., Ltd. – 100 –

27,295 26,869 –

Balances relating to trade activities

Jiangsu Zhongnan Construction Industry Group Co., Ltd. 5 755 955 Jiangsu Zhongnan Landscape. Engineering Co., Ltd – – 156 Jiangsu Zhongshi Building Design Co., Ltd. – – 10 Beijing Urban Construction & Zhongnan Group of Civil Engineering Co., Ltd. – – 100

5 755 1,221

Total 56,058 56,374 1,221

Trade and bills payables: Nantong Zhongnan Construction Equipment Instalment Co., Ltd. – – 3,450 Jiangsu Zhongnan Landscape Engineering Co., Ltd – – 1,628 Jiangsu Zhongshi Building Design Co., Ltd. – – 77 Jiangsu Zhongnan Construction Technology Development Co., Ltd. 15 15 15 Beijing Urban Construction & Zhongnan Group of Civil Engineering Co., Ltd. 69 9 44,031 Jiangsu Zhongnan Construction Industry Group Co., Ltd. 7,510 107,628 395,823 Jiangsu Zhongnan Metal Decoration Engineering Co., Ltd. – – 2,537 Shanghai Zhongnan Maochuang Investment Co., Ltd. 12 – –

Total 7,606 107,652 447,561

The above balances with related parties were unsecured, non-interest-bearing and repayable on demand. As represented by the directors of the Company, the non-trade amounts due from/to related parties will be settled on or before [REDACTED].

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(4) Other transactions with related parties:

(a) In December 2019, the Group disposed of its 100% equity interest in Weifang Jinqin Real Estate Co., Ltd (濰坊錦琴房地產開發有限公司) to Qingdao Zhongnan Century City Real Estate Investment Co., Ltd. (青島中南世紀城房地產業投資有限公司), a related company which is under common control of the Then Parent Company. Further details of disposal are given in note 34 to the Historical Financial Information.

(b) The Then Parent Company has guaranteed certain bank loans made to the Group of up to RMB167,700,000, RMB957,564,000, RMB1,899,285,000 as at 31 December 2018, 2019 and 2020, respectively.

(5) Compensation of key management personnel of the Group: Year ended 31 December 2018 2019 2020 RMB’000 RMB’000 RMB’000

Short-term employee benefits 5,587 8,280 13,045 Pension scheme contributions 770 969 1,220 Equity-settled, share-based compensation – – 28,816

Total compensation paid to key management personnel 6,357 9,249 43,081

Further details of directors’ and chief executive’s emoluments are included in note 8 to the Historical Financial Information.

38. FINANCIAL INSTRUMENTS BY CATEGORY

31 December 2018

Financial assets Financial assets at fair value through Financial other assets at comprehensive amortised cost income Total RMB’000 RMB’000 RMB’000

Financial assets included in prepayments and other receivables 112,722 – 112,722 Trade and bills receivables 8,345 – 8,345 Due from related parties 248,613 – 248,613 Bills receivable at fair value through other comprehensive income (“FVOCI”) – 17,814 17,814 Restricted cash 22,137 – 22,137 Pledged deposits 3,769 – 3,769 Cash and cash equivalents 14,169 – 14,169

409,755 17,814 427,569

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Financial liabilities

Financial liabilities at amortised cost RMB’000

Trade and bills payables 310,294 Financial liabilities included in other payables, deposits received and accruals 170,766 Interest-bearing bank and other borrowings 167,700 Lease liabilities 14,433 Due to related parties 56,058

719,251

31 December 2019

Financial assets Financial assets at fair value through Financial other assets at comprehensive amortised cost income Total RMB’000 RMB’000 RMB’000

Financial assets included in prepayments and other receivables 132,484 – 132,484 Trade and bills receivables 41,282 – 41,282 Due from related parties 924,195 – 924,195 Bills receivable at fair value through other comprehensive income – 14,499 14,499 Restricted cash 99,871 – 99,871 Pledged deposits 65,649 – 65,649 Cash and cash equivalents 196,585 – 196,585

1,460,066 14,499 1,474,565

Financial liabilities Financial liabilities at amortised cost RMB’000

Trade and bills payables 982,040 Financial liabilities included in other payables, deposits received and accruals 497,350 Interest-bearing bank and other borrowings 951,452 Lease liabilities 22,789 Due to related parties 56,374

2,510,005

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31 December 2020

Financial assets

Financial assets at fair value through Financial other assets at comprehensive amortised cost income Total RMB’000 RMB’000 RMB’000

Financial assets included in prepayments and other receivables 366,708 – 366,708 Trade and bills receivables 47,411 – 47,411 Due from related parties 2,509,015 – 2,509,015 Bills receivable at fair value through other comprehensive income – 42,073 42,073 Restricted cash 305,847 – 305,847 Pledged deposits 70,799 – 70,799 Cash and cash equivalents 961,121 – 961,121

4,260,901 42,073 4,302,974

Financial liabilities

Financial liabilities at amortised cost RMB’000

Trade and bills payables 2,212,215 Financial liabilities included in other payables, deposits received and accruals 639,193 Interest-bearing bank and other borrowings 2,313,466 Lease liabilities 22,774 Due to related parties 1,221

5,188,869

TRANSFERS OF FINANCIAL ASSETS

Transferred financial assets that are not derecognised in their entirety

At 31 December 2018, 2019 and 2020, the Group endorsed certain bills receivable accepted by banks in Mainland China (the “Endorsed Bills”) with a carrying amount of Nil, RMB11,714,000 and RMB25,708,000, respectively to certain of its suppliers in order to settle the trade payables due to such suppliers (the “Endorsement”). In the opinion of the directors of the Company, the Group has retained the substantial risks and rewards, which include default risks relating to such Endorsed Bills, and accordingly, it continued to recognise the full carrying amount of the Endorsed Bills and the associated trade payables settled. Subsequent to the Endorsement, the Group did not retain any rights on the use of the Endorsed Bills, including the sale, transfer or pledge of the Endorsed Bills to any other third parties. As at 31 December 2018, 2019 and 2020, no trade payables settled by the Endorsed Bills during the year have been recourse by the suppliers.

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Transferred financial assets that are derecognised in their entirety

At 31 December 2018, 2019 and 2020, the Group endorsed certain bills receivable accepted by banks in Mainland China (the “Derecognised Bills”) to some of its suppliers in order to settle the trade payables due to such suppliers with a carrying amount in aggregate of Nil, RMB38,342,000 and RMB63,098,000, respectively. The Derecognised Bills had a maturity of one to six months at the end of the reporting period. In accordance with the Law of Negotiable Instruments in the PRC, the holders of the Derecognised Bills have a right of recourse against the Group if the PRC banks default (the “Continuing Involvement”). In the opinion of the directors of the Company, the Group has transferred substantially all risks and rewards relating to the Derecognised Bills. Accordingly, it has derecognised the full carrying amount of the Derecognised Bills and the associated trade payables. The maximum exposure to loss from the Group’s Continuing Involvement in the Derecognised Bills and the undiscounted cash flows to repurchase these Derecognised Bills is equal to their carrying amounts. In the opinion of the directors of the Company, the fair values of the Group’s Continuing Involvement in the Derecognised Bills are not significant.

For the years ended 31 December 2018, 2019 and 2020, the Group did not recognise any gain or loss on the date of transfer of the Derecognised Bills. No gains or losses were recognised from the Continuing Involvement, both during the years or cumulatively. The endorsement has been made evenly throughout the Relevant Periods.

39. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

The carrying amounts and fair values of the Group’s financial instruments as at the end of each of the Relevant Periods, other than those with carrying amounts that reasonably approximate to fair values, are as follows:

Carrying amounts Fair values 31 31 31 31 31 31 December December December December December December 2018 2019 2020 2018 2019 2020 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Financial liabilities Interest-bearing bank and other borrowings (note 27) 167,700 951,452 2,313,466 168,432 949,910 2,324,883

Management has assessed that the fair values of cash and cash equivalents, pledged deposits, restricted cash, amounts due from related parties, trade and bills receivables, bills receivable at fair value through other comprehensive income, financial assets included in prepayments, deposits and other receivables, Trade and bills payables, financial liabilities included in other payables, deposits received and accruals and amounts due to related parties approximate to their carrying amounts largely due to the short term maturities of these instruments.

The fair values of interest-bearing bank and other borrowings and lease liabilities have been calculated by discounting the expected future cash flows using rates currently available for instruments with similar terms, credit risk and remaining maturities. The changes in fair value as a result of the Group’s own non-performance risk for interest-bearing bank and other borrowings as at 31 December 2018, 2019 and 2020 were assessed to be insignificant.

The Group’s corporate finance team headed by the chief finance officer is responsible for determining the policies and procedures for the fair value measurement of financial instruments. The corporate finance team reports directly to the chief financial officer and the board of directors. At each reporting date, the corporate finance team analyses the movements in the values of financial instruments and determines the major inputs applied in the valuation. The valuation is reviewed and approved by the chief financial officer. The valuation process and results are discussed with the board of directors twice a year for annual financial reporting.

During the Relevant Periods, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and liabilities.

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Assets measured at fair value

31 December 2018

Fair value measurement using Quoted prices in Significant Significant active observable Unobservable markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total RMB’000 RMB’000 RMB’000 RMB’000

Bills receivable at fair value through other comprehensive income – 17,814 – 17,814

31 December 2019

Fair value measurement using Quoted prices in Significant Significant active observable Unobservable markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total RMB’000 RMB’000 RMB’000 RMB’000

Bills receivable at fair value through other comprehensive income – 14,499 – 14,499

31 December 2020

Fair value measurement using Quoted prices in Significant Significant active observable Unobservable markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total RMB’000 RMB’000 RMB’000 RMB’000

Bills receivable at fair value through other comprehensive income – 42,073 – 42,073

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Liabilities for which fair values are disclosed

31 December 2018

Fair value measurement using Quoted prices in Significant Significant active observable Unobservable markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total RMB’000 RMB’000 RMB’000 RMB’000

Interest-bearing bank and other borrowings – 168,432 – 168,432

31 December 2019

Fair value measurement using Quoted prices in Significant Significant active observable Unobservable markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total RMB’000 RMB’000 RMB’000 RMB’000

Interest-bearing bank and other borrowings – 949,910 – 949,910

31 December 2020

Fair value measurement using Quoted prices in Significant Significant active observable Unobservable markets Inputs Inputs (Level 1) (Level 2) (Level 3) Total RMB’000 RMB’000 RMB’000 RMB’000

Interest-bearing bank and other borrowings – 2,324,883 – 2,324,883

40. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s principal financial instruments mainly include cash and cash equivalents, restricted cash, pledged deposits, trade and bills receivables, bills receivable at fair value through other comprehensive income, trade and bills payables, other receivables and payables, which arise directly from its operations. The Group has other financial assets and liabilities such as interest-bearing bank and other borrowings, amounts due to related parties and amounts due from related parties. The main purpose of these financial instruments is to raise finance for the Group’s operations.

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The main risks arising from the Group’s financial instruments are interest rate risk, credit risk and liquidity risk. Generally, the Group introduces conservative strategies on its risk management. To keep the Group’s exposure to these risks to a minimum, the Group has not used any derivatives and other instruments for hedging purposes. The Group does not hold or issue derivative financial instruments for trading purposes. The board of directors reviews and agrees policies for managing each of these risks and they are summarised below:

(a) Interest rate risk

The Group’s exposure to risk for changes in market interest rates relates primarily to the Group’s interest-bearing bank and other borrowings set out in note 27. The Group does not use derivative financial instruments to hedge interest rate risk. The Group manages its interest cost using variable rate bank borrowings and other borrowings.

If the interest rate of bank and other borrowings had increased/decreased by 1% and all other variables held constant, the profit before tax of the Group, through the impact on floating rate borrowings, would have decreased/ increased by approximately RMB1,677,000, RMB6,652,000 and RMB13,313,000 for the years ended 31 December 2018, 2019 and 2020 respectively.

(b) Credit risk

The Group classifies financial instruments on the basis of shared credit risk characteristics, such as instrument type and credit risk ratings for the purpose of determining significant increases in credit risk and calculation of impairment. To manage risk arising from trade receivables, the Group has policies in place to ensure that credit terms are made only to counterparties with an appropriate credit history and management performs ongoing credit evaluations of the Group’s counterparties. The credit period granted to the customers is generally from one to three months and the credit quality of these customers is assessed, taking into account their financial position, past experience and other factors. The Group also has other monitoring procedures to ensure that follow-up action is taken to recover overdue receivables. In addition, the Group reviews regularly the recoverable amount of trade receivables to ensure that adequate impairment losses are made for irrecoverable amounts. The Group has no significant concentrations of credit risk, with exposure spread over a large number of counterparties and customers.

Management makes periodic collective assessments for financial assets included in prepayments and other receivables and amounts due from related parties as well as individual assessments on the recoverability of other receivables and amounts due from related parties based on historical settlement records and past experience. The Group classified financial assets included in prepayments and other receivables and amounts due from related parties in Stage 1 and continuously monitored their credit risk. The directors of the Company believe that there is no material credit risk inherent in the Group’s outstanding balance of financial assets included in prepayments and other receivables and amounts due from related parties.

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Maximum exposure and year-end staging

The table below shows the credit quality and the maximum exposure to credit risk based on the Group’s credit policy, which is mainly based on past due information unless other information is available without undue cost or effort, and year-end staging classification as at 31 December 2018, 2019 and 2020. The amounts presented are gross carrying amounts for financial assets.

31 December 2018 12-month ECLs Lifetime ECLs Simplified Stage 1 Stage 2 Stage 3 approach Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Trade and bills receivables* 6,283 – – 2,062 8,345 Financial assets included in prepayments and other receivables –Normal** 113,474 – – – 113,474 Due from related parties –Normal** 248,613 – – – 248,613 Bills receivable at fair value through other comprehensive income 17,814 – – – 17,814 Restricted cash –Not yet past due 22,137 – – – 22,137 Pledged deposits –Not yet past due 3,769 – – – 3,769 Cash and cash equivalents –Not yet past due 14,169 – – – 14,169

426,259 – – 2,062 428,321

31 December 2019 12-month ECLs Lifetime ECLs Simplified Stage 1 Stage 2 Stage 3 approach Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Trade and bills receivables* 32,139 – – 9,143 41,282 Financial assets included in prepayments and other receivables – Normal** 133,104 – – – 133,104 Due from related parties – Normal** 925,578 – – – 925,578 Bills receivable at fair value through other comprehensive income 14,499 – – – 14,499 Restricted cash –Not yet past due 99,871 – – – 99,871 Pledged deposits –Not yet past due 65,649 – – – 65,649 Cash and cash equivalents –Not yet past due 196,585 – – – 196,585

1,467,425 – – 9,143 1,476,568

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31 December 2020

12-month ECLs Lifetime ECLs Simplified Stage 1 Stage 2 Stage 3 approach Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Trade and bills receivables* 41,628 – – 5,783 47,411 Financial assets included in prepayments and other receivables – Normal** 367,258 – – – 367,258 Due from related parties – Normal** 2,512,784 – – – 2,512,784 Bills receivable at fair value through other comprehensive income 42,073 – – – 42,073 Restricted cash –Not yet past due 305,847 – – – 305,847 Pledged deposits –Not yet past due 70,799 – – – 70,799 Cash and cash equivalents –Not yet past due 961,121 – – – 961,121

4,301,510 – – 5,783 4,307,293

* For Trade receivables to which the Group applies the simplified approach for impairment, information based on the expected credit losses is disclosed in note 20 to the Historical Financial Information. There is no significant concentration of credit risk.

** The bills receivables, credit quality of amounts due from related parties and the financial assets included in prepayments and other receivables is considered to be “normal” when they are not past due and there is no information indicating that the financial assets had a significant increase in credit risk since initial recognition.

– I-83 – 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. APPENDIX I ACCOUNTANTS’ REPORT

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of interest-bearing bank and other borrowings. Cash flows are closely monitored on an ongoing basis.

The maturity profile of the Group’s financial liabilities as at the end of each of the Relevant Periods, based on contractual undiscounted payments, is as follows: On Less than 3to12 Over 1 demand 3 months months year Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

31 December 2018

Interest-bearing bank and other borrowings – 53,432 49,885 100,085 203,402 Trade and bills payables 310,294 – – – 310,294 Financial liabilities included in other payables 170,766 – – – 170,766 Lease liabilities – 1,628 3,006 11,702 16,336 Due to related parties 56,058 – – – 56,058

537,118 55,060 52,891 111,787 756,856

On Less than 3to12 Over 1 demand 3 months months year Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

31 December 2019

Interest-bearing bank and other borrowings – 87,090 424,093 600,831 1,112,014 Trade and bills payables 982,040 – – - 982,040 Financial liabilities included in other payables 497,350 – – – 497,350 Lease liabilities – 3,221 5,646 16,622 25,489 Due to related parties 56,374 – – – 56,374

1,535,764 90,311 429,739 617,453 2,673,267

On Less than 3to12 Over 1 demand 3 months months year Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

31 December 2020

Interest-bearing bank and other borrowings – 44,834 673,773 1,887,471 2,606,078 Trade and bills payables 2,212,215 – – – 2,212,215 Financial liabilities included in other payables 639,193 – – – 639,193 Lease liabilities – 4,048 8,240 12,743 25,031 Due to related parties 1,221 – – – 1,221

2,852,629 48,882 682,013 1,900,214 5,483,738

– I-84 – 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. APPENDIX I ACCOUNTANTS’ REPORT

(d) Capital management

The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’ value.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

The Group monitors capital using a gearing ratio, which is net debt divided by the capital plus net debt. The Group includes, within net debt, interest-bearing bank and other borrowings, trade and bills payables, other payables, deposits received and accruals and amounts due to related parties, lease liabilities less cash and cash equivalents. Capital represents equity attributable to owners of the parent. The gearing ratios as at the end of each of the Relevant Periods were as follows:

2018 2019 2020 RMB’000 RMB’000 RMB’000

Trade and bills payables 310,294 982,040 2,212,215 Other payables, deposits received and accruals 233,653 623,773 901,900 Interest-bearing bank and other borrowings 167,700 951,452 2,313,466 Due to related parties 56,058 56,374 1,221 Lease liabilities 14,433 22,789 22,774 Less: Cash and cash equivalents 14,169 196,585 961,121

Net debt 767,969 2,439,843 4,490,455

Equity attributable to owners of the parent 38,968 133,418 739,011

Capital and net debt 806,937 2,573,261 5,229,466

Gearing ratio 95% 95% 86%

41. EVENTS AFTER THE RELEVANT PERIODS

(a) On 30 September 2020, the Group entered into an agreement with an independent third party to acquire its 56% equity interests in Henan Minchuang Industrial Co., Ltd (河南閩創實業有限公司) (“Henan Minchuang”) at a cash consideration of approximately RMB11,749,000. The acquisition was completed on 31 January 2021. Such acquisition will be recognised as asset acquisition because Henan Minchuang only consists vacant land which has not been developed.

(b) In December 2020, the Group entered into an agreement with an independent third party to acquire 95% equity interest in Gu’an Zhaoyang Thermal Technology Co., Ltd (固安兆陽光熱技術有限公司) (“Gu’an Zhaoyang”) by capital injection of approximately RMB95,000,000. Such acquisition will be recognised as asset acquisition because Gu’an Zhaoyang only consist vacant land which has not been developed. The transaction has been completed in January 2021.

(c) On 4 January 2021, the Group entered into an agreement with an independent third party to acquire its 100% equity interests in Beijing Zhongfanglianchuang Investment Development Co., Ltd.(北京中紡聯創投資開發有限公司) and its wholly-owned subsidiary Beijing Shangkunyuan Real Estate Co., Ltd (北京尚坤原置業有限公司) (collectively the “target companies”). The acquisition was completed in March 2021. Such acquisition will be recognised as asset acquisition because target companies does not constitute a business.

– I-85 – 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. APPENDIX I ACCOUNTANTS’ REPORT

(d) On 14 January 2021, The Group disposed of its 51% equity interest in Wuhan Jincheng Enterprise Management Consulting Co., Ltd.(武漢金誠企業管理諮詢有限公司) (“Wuhan Jincheng”)to Jiangsu Jincui Real Estate Co., Ltd. (江蘇錦翠房地產有限公司) (“Jiangsu Jincui”), an indirect non-wholly-owned subsidiary of Zhongnan Holding, at a cash consideration of RMB106.5 million. Upon completion of such disposal, Wuhan Jincheng will cease to be a subsidiary of the Group.

(e) In April 2021, the Group entered into an agreement with Shandong Jinteng property development Co., Ltd (山東錦騰房地產開發有限公司) (“Shandong Jinteng”) to dispose of its 51% equity interests in Zibo Jinmei Real Estate Co., Ltd, a wholly-owned subsidiary at a cash consideration of RMB51,770,000. Shandong Jinteng property development Co., Ltd is a subsidiary of Zoina Construction, which is controlled by the Controlling Shareholder. The transaction has been completed in May 2021. Upon completion of such disposal, Shandong Jinteng will cease to be a subsidiary of the Group.

(f) Subsequent to the end of the Relevant Periods, the Employee Share Incentive Scheme was adopted by the Company and awards have been granted to the 11 employees Shareholders pursuant to Phase I of the scheme who in aggregate held 11.9880% of the equity interests in the Company.

42. SUBSEQUENT FINANCIAL STATEMENTS

No audited financial statements have been prepared by the Company, the Group or any of the companies now comprising the Group in respect of any period subsequent to 31 December 2020.

– I-86 – 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. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

A. UNAUDITED PRO FORMA ADJUSTED COMBINED NET TANGIBLE ASSETS

The following unaudited pro forma adjusted combined net tangible assets has been prepared in accordance with Rule 4.29 of the Hong Kong Listing Rules and with reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for inclusion in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants for illustration purposes only, and is set out here to illustrate the effect of the [REDACTED] on our combined net tangible assets as of 31 December 2020 as if it had taken place on 31 December 2020.

The unaudited pro forma adjusted combined net tangible assets attributable to the owners of the Company has been prepared for illustrative purposes only and because of its hypothetical nature, it may not give a true picture of the financial position of the Group had the [REDACTED] been completed as at 31 December 2020 or any future date. It is prepared based on the combined net tangible assets attributable to the owners of the Company as at 31 December 2020 as set out in the Accountants’ Report as set out in Appendix I to the document, and adjusted as described below.

Combined Net Unaudited Pro tangible Assets Forma Adjusted Attributable to Combined Net Owners of the Estimated Net Tangible Assets Unaudited Pro Forma Adjusted Company as of Proceeds from Attributable to Combined Net Tangible Assets 31 December the Owners of the Attributable to Owners of the 2020 [REDACTED] Company Company per Share RMB’000 RMB’000 RMB’000 RMB HK$ (Note 1) (Note 2) (Note 3) (Note 4)

Based on an [REDACTED]of [REDACTED] per share 731,190 [REDACTED][REDACTED][REDACTED][REDACTED] Based on an [REDACTED]of [REDACTED] per share 731,190 [REDACTED][REDACTED][REDACTED][REDACTED]

Notes:

(1) The combined net tangible assets attributable to owners of the Company as of 31 December 2020 is extracted from the Accountants’ Report, which is based on the audited combined equity attributable to owners of the Company as of 31 December 2020 of approximately RMB739.0 million after netting of other intangible assets of RMB7.8 million.

(2) The estimated net proceeds from the [REDACTED] are based on the [REDACTED] at the indicative Price of HK$[REDACTED] per Share and HK$[REDACTED] per Share, after deduction of the [REDACTED] fees and other related expenses payable by the Group and do not take into account of any Shares which may be issued upon the exercise of the [REDACTED]. The estimated net [REDACTED]fromthe [REDACTED] are converted from Hong Kong dollars into Renminbi at an exchange rate of HK$1.0 to RMB0.83252. No representation is made that the Hong Kong dollar amounts have been, could have been or may be converted to Renminbi, or vice versa, at that rate or any other rates or at all.

– II-1 – 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. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

(3) The unaudited pro forma adjusted combined net tangible assets attributable to owners of the Company per Share is calculated based on [REDACTED] Shares in issue immediately following the completion of the [REDACTED] and does not take into account of any Shares which may be issued upon the exercise of the [REDACTED].

(4) For the purpose of the unaudited pro forma adjusted combined net tangible assets, the balance stated in Renminbi is converted into Hong Kong dollars at a rate of HK$1 to RMB0.83252. No representation is made that the Hong Kong dollar amounts have been, could have been or may be converted to Renminbi, or vice versa, at that rate or any other rates or at all.

(5) No adjustment has been made to the unaudited pro forma adjusted combined net tangible assets to reflect any trading results or other transactions for the Group entered into subsequent to 31 December 2020.

– II-2 – 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. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

[REDACTED]

– II-3 – 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. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

[REDACTED]

– II-4 – 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. APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

[REDACTED]

– II-5 – 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. APPENDIX III PROPERTY VALUATION REPORT

The following is the text of a letter and summary disclosure of values, prepared for the purpose of incorporation in this document received from Jones Lang LaSalle Corporate Appraisal and Advisory Limited, an independent valuer, in connection with its valuation as at 28 February 2021 of the property interests held by Zonia T-park Group Holdings Limited.

Jones Lang LaSalle Corporate Appraisal and Advisory Limited 7th Floor, One Taikoo Place 979 King’s Road, Hong Kong tel +852 2846 5000 fax +852 2169 6001 Company Licence No.: C-030171

仲量聯行企業評估及咨詢有限公司香港英皇道979號太古坊一座7樓電話 +852 2846 5000 傳真 +852 2169 6001 公司牌照號碼：C-030171

[Date]

The Board of Directors Zonia T-park Group Holdings Limited 6/F Building 5 Jiantao Commercial Plaza 269 Tongxie Road Changning District Shanghai PRC

Dear Sirs,

In accordance with your instructions to value the property interests held by Zonia T-park Group Holdings Limited (the “Company”) and its subsidiaries and an associate (hereinafter together referred to as the “Group”) in the People’s Republic of China (the “PRC”), we confirm that we have carried out inspections, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion on the market values of the property interests as at 28 February 2021 (the “valuation date”).

Our valuation is carried out on a market value basis. Market value is defined as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

We have valued the property interests in Group I which are held for sale by the Group, portions of property interests in Group II which are bare land held for investment by the Group and property interests in Group IV which are held for future development by the Group by the comparison approach assuming sale of the property interests in their existing state with the benefit of immediate vacant possession and by making reference to comparable sales transactions as available in the market. This approach rests on the wide acceptance of the market transactions as the best indicator and pre-supposes that evidence of relevant transactions in the market place can be extrapolated to similar properties, subject to allowances for variable factors.

– III-1 – 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. APPENDIX III PROPERTY VALUATION REPORT

For the purpose of our valuation, real estate developments for sale are those the Construction Work Completion and Inspection Certificates/Tables or Building Ownership Certificates/Real Estate Title Certificates thereof are issued by the relevant local governments or are in the process of application, this also includes those property interests which have been contracted to be sold, but the formal assignment procedures of which have not yet been completed; and real estate developments for future development are those the Construction Work Commencement Permits are not issued while the State-owned Land Use Rights Certificates/Real Estate Title Certificates have been obtained, this also includes those property interests which the State-owned Land Use Rights Grant Contract have been signed, but the State-owned Land Use Rights Certificates/Real Estate Title Certificates have not been issued.

In valuing portions of property interests in Group II which are construction in progress held for investment by the Group and property interests in Group III which are currently under development by the Group, we have assumed that they will be developed and completed in accordance with the latest development proposals provided to us by the Group. In arriving at our opinion of values, we have adopted the comparison approach by making reference to comparable sales evidence as available in the relevant market and have also taken into account the accrued construction cost and professional fees relevant to the stage of construction as at the valuation date and the remainder of the cost and fees expected to be incurred for completing the development. We have relied on the accrued construction cost and professional fees information provided by the Group according to the different stages of construction of the properties as at the valuation date, and we did not find any material inconsistency from those of other similar developments.

For the purpose of our valuation, real estate developments under development are those for which the Construction Works Commencement Permit(s) has (have) been issued while the Construction Work Completion and Inspection Certificate(s)/Table(s) of the building(s) have not been issued.

For the property interests in Group V which are contracted to be acquired by the Group, the Group has entered into agreements with the relevant local governments. Since the Group has not yet obtained the State-owned Land Use Rights Certificates/Real Estate Title Certificates and/or the payment of the land premium has not yet been fully settled as at the valuation date, we have attributed no commercial value to the property interests. For reference purpose only, we have assessed the market value of them, assuming related title certificates have been obtained and can be freely transferred by the Group and there is no legal impediment and onerous cost in obtaining the title certificates.

We have valued portions of the property interests in Group II which are completed properties held for investment by the Group by the income approach by taking into account the rental income of the properties derived from the existing leases and/or achievable in the existing market with due allowance for the reversionary income potential of the leases, which have been then capitalized to determine the market value at an appropriate capitalization rate. Where appropriate, reference has also been made to the comparable sales transactions as available in the relevant market.

Our valuation has been made on the assumption that the seller sells the property interests in the market without the benefit of a deferred term contract, leaseback, joint venture, management agreement or any similar arrangement, which could serve to affect the values of the property interests.

– III-2 – 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. APPENDIX III PROPERTY VALUATION REPORT

No allowance has been made in our report for any charge, mortgage or amount owing on any of the property interests valued nor for any expense or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are free from encumbrances, restrictions and outgoings of an onerous nature, which could affect their value.

In valuing the property interests, we have complied with all requirements contained in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities issued by the Stock Exchange of Hong Kong Limited; the RICS Valuation—Global Standards published by the Royal Institution of Chartered Surveyors; the HKIS Valuation Standards published by the Hong Kong Institute of Surveyors, and the International Valuation Standards published by the International Valuation Standards Council.

We have relied to a very considerable extent on the information given by the Group and have accepted advice given to us on such matters as tenure, planning approvals, statutory notices, easements, particulars of occupancy, lettings, and all other relevant matters.

We have been shown copies of title documents including State-owned Land Use Rights Certificates, Building Ownership Certificates, Real Estate Title Certificates and other official plans relating to the property interests and have made relevant enquiries. Where possible, we have examined the original documents to verify the existing title to the property interests in the PRC and any material encumbrance that might be attached to the property interests or any tenancy amendment. We have relied considerably on the advice given by the Company’s PRC legal advisors—Jingtian & Gongcheng, concerning the validity of the property interests in the PRC.

We have not carried out detailed measurements to verify the correctness of the areas in respect of the properties but have assumed that the areas shown on the title documents and official site plans handed to us are correct. All documents and contracts have been used as reference only and all dimensions, measurements and areas are approximations. No on-site measurement has been taken.

We have inspected the exterior and, where possible, the interior of the properties. However, we have not carried out investigation to determine the suitability of the ground conditions and services for any development thereon. Our valuation has been prepared on the assumption that these aspects are satisfactory and that no unexpected cost and delay will be incurred during construction. Moreover, no structural survey has been made, but in the course of our inspection, we did not note any serious defect. We are not, however, able to report whether the properties are free of rot, infestation or any other structural defect. No tests were carried out on any of the services.

Inspection of the properties was carried out in the period between February 2021 and April 2021 by about 20 technical staff including Mr Michael Yu, Mr. Legend Zhan, Mr. Jayden Gu, Mr. Ross Tan, Ms. Raina Zheng and etc. They are Chartered surveyors/China Certified Real Estate Appraisers/ China Qualified Land Valuers/China Certified Public Valuers or have more than 2 years’ experience in the valuation of properties in the PRC.

– III-3 – 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. APPENDIX III PROPERTY VALUATION REPORT

We have had no reason to doubt the truth and accuracy of the information provided to us by the Group. We have also sought confirmation from the Group that no material factors have been omitted from the information supplied. We consider that we have been provided with sufficient information to arrive an informed view, and we have no reason to suspect that any material information has been withheld.

In accordance with the requirements in rule 5.02B of Chapter 5 of the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited, as each of the market value of the properties as at the valuation date is less than 5% of the total market value in existing state attributable to the Group, we present the property information and valuation in the format of summary disclosure.

Unless otherwise stated, all monetary figures stated in this report are in Renminbi (RMB).

We are instructed to provide our opinion of value as per the valuation date only. It is based on economic, market and other conditions as they exist on, and information made available to us as of, the valuation date and we assume no obligation to update or otherwise revise these materials for events in the time since then. In particular, the outbreak of the Novel Coronavirus (COVID-19) since declared Global Pandemic on 11 March 2020 has caused much disruption to economic activities around the world. As of the report date, China’s economy has recovered and most business activities have been back to normal. We also note that market activity and market sentiment in these particular market sectors remain stable. However, we remain cautious due to uncertainty for the pace of global economic recovery in the midst of the outbreak which may have future impact on the real estate market. Therefore, we recommend that you keep the valuation of the properties under frequent review.

Our summary disclosure of values is attached below for your attention.

Yours faithfully, For and on behalf of Jones Lang LaSalle Corporate Appraisal and Advisory Limited Eddie T. W. Yiu MRICS MHKIS RPS (GP) Senior Director

Note: Eddie T.W. Yiu is a Chartered Surveyor who has 27 years’ experience in the valuation of properties in Hong Kong and the PRC as well as relevant experience in the Asia-Pacific region.

– III-4 – ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS

SUMMARY DISCLOSURE OF PROPERTY VALUATION REPORT VALUATION PROPERTY III APPENDIX

Abbreviation:

GFA: Gross Floor Area I: Industrial A: Apartment R: Residential C: Commercial O: Office S: Storage CPS: Car Parking Space “–”: Not Applicable or not available *: In this Summary Disclosure of Property Valuation, the values and the interest percentages were subject to rounding adjustments.

Group I — Properties held for sale by the Group in the PRC I- – III-5 –

Market Value for Reference (for Construction properties Cost Market Value without Total Total incurred up Market Value Attributable proper title Leasable/ Number Estimated to the in existing to the Group certificates) Saleable GFA of Land Use Construction Construction valuation state as at the Interest as at the as at the Property Province/ (excluding Saleable Rights Expiry Commencement Completion Total Saleable Cost (if under date (if under valuation Attributable valuation valuation No. Name of Property Municipality Site Area Use Total GFA CPS) CPS Date Date Date GFA Pre-Sold development) development) date to the Group date date (sq.m.) (sq.m.) (sq.m.) (sq.m.) (RMB) (RMB) (RMB) (%) (RMB) (RMB)

– – – 551,204.12 544,804.01 168 – – – 322,054.45 – – 1,624,400,000 – 1,605,300,000 –

1 The unsold units for sale of Jiangsu – I 9,695.37 9,695.37 – Industrial: August 2019 December 5,213.28 – – 40,800,000 98.7% 40,300,000 – Phase II of Jiangbei New 22 May 2069 2020 District Zhigu Industrial Complex, Nanjing

2 The unsold units of Yangzhong Jiangsu – I 49,892.54 49,892.54 – Industrial: January 2020 February 2021 26,612.64 – – 149,100,000 96.2% 143,400,000 – Smart Manufacturing 2 December Industrial Park, Zhenjiang 2069

3 The unsold units of Parcel 1# of Jiangsu – I 4,666.66 4,666.66 – Industrial: August 2017 May 2019 866.13 – – 11,200,000 100.0% 11,200,000 – Tongzhou Bay Binhai Park, 8 March 2067, Nantong 22 June 2068 and 6 August 2069 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

4 The unsold units of Yizheng Jiangsu – I 50,572.98 50,572.98 – Industrial: March 2019 December 43,731.10 – – 135,100,000 98.7% 133,300,000 – Smart Industrial Park, 9 December 2020 Yangzhou 2068

5 The unsold units of completed Zhejiang – I 41,415.66 41,415.66 – Industrial: December 2019 February 2021 36,797.88 – – 122,600,000 98.2% 120,400,000 – portion of Changxing Green 16 December Smart Manufacturing Park, 2069 Huzhou

6 The unsold units of Changfeng Anhui – I 5,452.70 5,452.70 – Industrial: April 2019 November 2,374.90 – – 13,600,000 95.5% 13,000,000 – Smart Manufacturing 1 May 2069 2019 Industrial Park, Hefei

7 The unsold units of Feixi Anhui – I 32,736.28 32,736.28 – Industrial: July 2020 December 23,150.88 – – 90,900,000 100.0% 90,900,000 – Manufacturing Industrial Park, 1 July 2070 2020 Hefei

8 The unsold units of Nanqiao Anhui – I 28,559.12 28,559.12 – Industrial: January 2019 September 16,381.05 – – 71,700,000 98.4% 70,600,000 – Smart Town, Chuzhou 8 December 2020

I- – III-6 – 2068

9 The unsold units of Shunde Guangdong – I, CPS 13,199.71 6,799.60 168 Industrial: May 2018 November 5,364.28 – – 35,300,000 100.0% 35,300,000 – Yuegangao Bigger Bay Area 24 December 2019 Smart Innovation Town, 2067 Foshan

10 The unsold units of completed portion of Gaoming Zoina

Guangdong – I 23,705.07 23,705.07 – Industrial: September 2019 December 14,923.84 – – 82,800,000 96.7% 80,100,000 – 22 May 2069 2020 Smart City, Foshan

11 The unsold units of completed Guangdong – I 79,959.85 79,959.85 – Industrial: March 2019 May 2020 39,792.22 – – 238,300,000 100.0% 238,300,000 – portion of Xinhui 13 December Rongzhichuangmei Industrial 2068 Park, Jiangmen ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

12 The unsold units of completed Guangdong – I 11,832.33 11,832.33 – Industrial: August 2019 December 7,694.34 – – 36,200,000 95.5% 34,600,000 – portion of Taishan Smart 3 July 2069 2020 Equipment Industrial Park, Jiangmen

13 The unsold units of completed Guangdong – I 38,427.64 38,427.64 – Industrial: March 2020 December 21,174.91 – – 111,400,000 97.8% 108,900,000 – portion of Phase I of Duanzhou 17 April 2069 2020 Shuanglong Science and Innovation Industrial Park, Zhaoqing

14 The unsold units of completed Hebei – I 5,259.24 5,259.24 – Industrial: October 2019 November 3,499.25 – – 15,800,000 100.0% 15,800,000 – portion of Lutai Jingjin 10 October 2020 Chuangzhi Industrial Park, 2069 Tangshan

15 The unsold units of Phase I of Hebei – I 54,338.11 54,338.11 – Industrial: May 2019 November 6,612.48 – – 154,700,000 100.0% 154,700,000 – Jingkai Industrial New City, 5 May 2069 2020 Cangzhou I- – III-7 – 16 The unsold units of completed Shandong – I 9,865.11 9,865.11 – Industrial: April 2018 July 2020 9,865.11 – – 44,600,000 100.0% 44,600,000 – portion of Parcel 2# of Tianqiao 15 December Smart Manufacturing Town, 2068 Jinan

17 The unsold units of completed Shandong – I 22,927.31 22,927.31 – Industrial: January 2020 December 9,126.11 – – 82,800,000 100.0% 82,800,000 – portion of Jimo Science & 27 October 2020 Technology Industrial Park, 2069 Qingdao

18 The unsold units of completed portion of Jingkai District

Shandong – I 3,116.65 3,116.65 – Industrial: December 2019 December 3,116.65 – – 10,800,000 96.5% 10,400,000 – 21 August 2020 Yuandu Industrial Complex, 2069 Weifang ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

19 The unsold units of Phase I of Sichuan – I 50,732.35 50,732.35 – Industrial: November 2019 December 37,120.56 – – 136,400,000 100.0% 136,400,000 – Anzhou Qindong Future 4 November 2020 Vehicle Industrial Park, 2069 Mianyang

20 The unsold units of Phase I of Fujian – I 4,022.42 4,022.42 – Industrial: August 2018 December 4,022.42 – – 8,200,000 100.0% 8,200,000 – Xiangcheng Jinhu Cloud 11 July 2068 2019 Zhizao Town, Zhangzhou

21 The unsold units of Phase I of Liaoning – I 10,827.02 10,827.02 – Industrial: November 2018 July 2020 4,614.42 – – 32,100,000 100.0% 32,100,000 – Shenbei High-end Smart 8 November Manufacturing Industrial Park, 2068 Shenyang I- – III-8 –

Notes:

1. As advised by the Group, portions of the properties with a total gross floor area of approximately 322,054.45 sq.m. have been pre-sold to various third parties at a total consideration of RMB950,327,206. Such portions of the properties have not been legally and virtually transferred and therefore we have included the units in our valuation. In arriving at our opinion on the market values of the properties, we have taken into account the contracted prices of such portions.

2. We have been provided with a legal opinion regarding the property interests by the Company’s PRC legal advisors, which contains, inter alia, the following:

a. The Group is legally and validly in possession of the land use rights with respect to the properties. The Group has the rights to occupy, use, lease and dispose of the land use rights of the properties except the land parcels which are subject to mortgages. The group is subject to restrictions to transfer, lease, re-mortgage or otherwise dispose of the land use rights of the mortgaged portion of the properties; and

b. The Group has obtained necessary requisite construction work approvals in respect of the actual construction progress. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS

Group II — Properties held for investment by the Group in the PRC REPORT VALUATION PROPERTY III APPENDIX

Market Value for Reference (for Construction properties Cost Market Value without Total Total incurred up Market Value Attributable proper title Leasable/ Number Estimated/ Estimated to the in existing to the Group certificates) Saleable GFA of Land Use Construction Actual Construction valuation state as at the Interest as at the as at the Property Province/ (excluding Saleable Rights Expiry Commencement Completion Total Saleable Cost (if under date (if under valuation Attributable valuation valuation No. Name of Property Municipality Site Area Use Total GFA CPS) CPS Date Date Date GFA Pre-Sold development) development) date to the Group date date (sq.m.) (sq.m.) (sq.m.) (sq.m.) (RMB) (RMB) (RMB) (%) (RMB) (RMB)

– – – 436,191.49 436,191.49 – – – – – 833,100,000 174,000,000 472,200,000 – 455,200,000 –

22 Portions of Luhe Kechuang Jiangsu – I 19,761.60 19,761.60 – Industrial: April 2020 November – 43,200,000 30,300,000 42,100,000 95.0% 40,000,000 – Park, Nanjing 25 March 2070 2021

23 The unsold units for Jiangsu – I 29,439.38 29,439.38 – Industrial: August 2019 December – – – 87,100,000 98.7% 86,000,000 – investment of Phase II of 22 May 2069 2020 Jiangbei New District Zhigu Industrial Complex, Nanjing

24 Portions of Changshu Science Jiangsu – I, A 35,501.22 35,501.22 – Industrial: March 2020 November – 110,100,000 20,200,000 39,400,000 90.0% 35,500,000 – and Technology Park, Suzhou 11 March 2070 2021

25 Portions of Changshu Modern Jiangsu – I 20,192.51 20,192.51 – Industrial: June 2020 December – 38,700,000 9,600,000 18,100,000 98.5% 17,800,000 – Manufacturing Industrial Park, 1 June 2070 2021 Suzhou I- – III-9 – 26 Portions of Wujin Xueyan Jiangsu – I 5,850.68 5,850.68 – Industrial: July 2020 December – 10,100,000 3,600,000 6,200,000 100.0% 6,200,000 – Smart Manufacturing 2 July 2070 2021 Industrial Park, Changzhou

27 Portions of Phase I of Nantong Jiangsu – I 69,587.99 69,587.99 – Industrial: June 2020 March 2022 – 162,600,000 22,200,000 48,400,000 90.0% 43,600,000 – Gangzha Chechuang Smart 17 June 2070 Automobile City Industrial Complex Project, Nantong

28 Portions of Xiaoshan Qianjiang

Zhejiang – A 4,241.82 4,241.82 – Industrial: May 2020 November – 19,200,000 9,600,000 13,900,000 100.0% 13,900,000 – Cloud Valley Base under 8 June 2067 2021 construction, Hangzhou

29 Portions of Ninghai Binhai Zhejiang – I 8,577.92 8,577.92 – Industrial: October 2019 September – 15,300,000 7,000,000 9,300,000 97.6% 9,100,000 – Smart Manufacturing Park, 2 September 2021 Ningbo 2069 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

30 Portions of Phase II of Zhenhai Zhejiang – A 2,098.43 2,098.43 – Industrial: August 2020 October 2021 – 4,200,000 1,900,000 3,700,000 98.5% 3,600,000 – Smart Manufacturing Park, 2 July 2070 Ningbo

31 Reserved land of Phase II of Zhejiang – I 32,626.44 32,626.44 – Industrial: March 2022 February 2023 – 58,700,000 – 5,600,000 96.2% 5,400,000 – Jingkai District Jinxi 15 January Entrepreneur & Innovation 2069 Industrial Park, Jinhua

32 Portions of Sanshui Auto Space Guangdong – I 45,482.40 45,482.40 – Industrial: March 2020 March 2022 – 90,900,000 26,700,000 43,800,000 94.0% 41,200,000 – Smart Car Port, Foshan 9 September 2069

33 Portions of Nanhaiwan District Guangdong – I, A 57,600.70 57,600.70 – Industrial: November 2020 October 2023 – 125,500,000 – 20,800,000 100.0% 20,800,000 – Zhihui New City, Foshan 28 June 2070

34 The unsold units of Parcel 1# of Shandong – I 32,376.06 32,376.06 – Industrial: April 2018 October 2018 – – – 89,500,000 100.0% 89,500,000 – Tianqiao Smart Manufacturing 31 October Town, Jinan 2067 I-0– III-10 – 35 Portions of Gaoxin Smart Hu’nan – I 25,407.42 25,407.42 – Industrial: March 2020 July 2022 – 46,700,000 – 8,700,000 98.1% 8,500,000 – Manufacturing Industrial Park, 12 February Xiangtan 2070

36 Portions of Phase I and Hu’nan – I, A 20,289.76 20,289.76 – Industrial: November 2020 December – 38,700,000 28,700,000 4,300,000 66.0% 2,800,000 – portions of reserved land of 30 December 2020 Phase II of Gaoxin District 2064 Smart Manufacturing Industrial Park, Zhuzhou ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

37 Portions of Airport Linkong Shaanxi – I, A 27,157.16 27,157.16 – Industrial: April 2020 March 2022 – 69,200,000 14,200,000 31,300,000 100.0% 31,300,000 – Industrial Port under 30 December construction and reserved land 2069 of Airport Linkong Industrial Port, Xi’an

Notes: I-1– III-11 –

1. As advised by the Group, portions of the properties with a total gross floor area of approximately 7,283.22 sq.m. have been leased to various tenants with the expiry date on 31 December 2024, and the monthly rent of such portions as at the valuation date ranges from RMB11 to RMB17 per sq.m., exclusive of management fees, water and electricity charges and other outgoings.

2. We have been provided with a legal opinion regarding the property interests by the Company’s PRC legal advisors, which contains, inter alia, the following:

Group III — Properties held under development by the Group in the PRC REPORT VALUATION PROPERTY III APPENDIX

Market Value for Reference (for Construction properties Cost Market Value without Total Total incurred up Market Value Attributable proper title Leasable/ Number Estimated to the in existing to the Group certificates) Saleable GFA of Land Use Construction Estimated Construction valuation state as at the Interest as at the as at the Property Province/ (excluding Saleable Rights Expiry Commencement Completion Total Saleable Cost (if under date (if under valuation Attributable valuation valuation No. Name of Property Municipality Site Area Use Total GFA CPS) CPS Date Date Date GFA Pre-Sold development) development) date to the Group date date (sq.m.) (sq.m.) (sq.m.) (sq.m.) (RMB) (RMB) (RMB) (%) (RMB) (RMB)

– – – 3,757,592.35 3,634,431.97 1,008 – – – 1,845,298.54 7,644,600,000 2,607,200,000 5,471,200,000 – 5,292,000,000 –

38 The remaining portion of Luhe Jiangsu – I 45,299.42 44,347.73 – Industrial: April 2020 November 23,862.97 95,400,000 51,500,000 109,100,000 95.0% 103,600,000 – Kechuang Park, Nanjing 25 March 2070 2021

39 The remaining portion of Jiangsu – I 93,779.89 85,109.75 – Industrial: March 2020 November 29,823.64 207,300,000 71,700,000 137,400,000 90.0% 123,700,000 – Changshu Science and 11 March 2070 2021 Technology Park, Suzhou

40 The remaining portion of Jiangsu – I 44,917.22 44,304.56 – Industrial: June 2020 December 34,078.76 86,000,000 30,500,000 65,300,000 98.5% 64,300,000 – Changshu Modern 1 June 2070 2021 Manufacturing Industrial Park, Suzhou

41 Tianning Kechuang Smart Jiangsu 32,352.00 I 49,840.29 49,369.79 – Industrial: December 2020 December 41,047.63 97,700,000 13,200,000 44,700,000 100.0% 44,700,000 – Valley, Changzhou 15 November 2021 I-2– III-12 – 2050

42 The remaining portion of Jiangsu – I 68,240.55 66,457.38 – Industrial: July 2020 December 57,700.04 118,100,000 34,000,000 97,000,000 100.0% 97,000,000 – Wujin Xueyan Smart 2 July 2070 2021 Manufacturing Industrial Park, Changzhou

43 Phase II of Wujin Chuangzhi Jiangsu 45,062.18 I 77,908.86 76,797.76 – Industrial: April 2020 July 2021 74,612.34 149,000,000 70,700,000 168,300,000 95.1% 160,100,000 – Cloud Valley, Changzhou 20 April 2090

44 The remaining portion of Phase

Jiangsu – I 170,958.04 154,559.09 – Industrial: June 2020 March 2022 34,577.11 428,800,000 73,300,000 145,800,000 90.0% 131,200,000 – I of Nantong Gangzha 17 June 2070 Chechuang Smart Automobile City Industrial Complex Project, Nantong

45 Parcel 11# of Tongzhou Bay Jiangsu 49,734.00 I 39,064.60 37,814.22 – Industrial: July 2020 July 2021 37,814.22 67,700,000 48,400,000 85,100,000 100.0% 85,100,000 – Binhai Park, Nantong 27 April 2070 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

Market Value for Reference (for Construction properties Cost Market Value without Total Total incurred up Market Value Attributable proper title Leasable/ Number Estimated to the in existing to the Group certificates) Saleable GFA of Land Use Construction Estimated Construction valuation state as at the Interest as at the as at the Property Province/ (excluding Saleable Rights Expiry Commencement Completion Total Saleable Cost (if under date (if under valuation Attributable valuation valuation No. Name of Property Municipality Site Area Use Total GFA CPS) CPS Date Date Date GFA Pre-Sold development) development) date to the Group date date (sq.m.) (sq.m.) (sq.m.) (sq.m.) (RMB) (RMB) (RMB) (%) (RMB) (RMB)

46 Portions of Tongshan Chengbei Jiangsu – I 7,065.20 7,065.20 – Industrial: January 2021 April 2022 – 14,800,000 13,000,000 22,000,000 99.0% 21,800,000 – Eco New City Smart 22 September Manufacturing Town Project 2070 under construction, Xuzhou

47 Jinjiang Smart Manufacturing Jiangsu 151,875.00 I 117,711.80 114,976.95 – Industrial: August 2020 December 70,816.35 209,000,000 51,000,000 121,800,000 100.0% 121,800,000 – Valley, Taizhou 12 May 2070 2021

48 The remaining portion of Zhejiang – I 70,317.21 55,697.10 Industrial: May 2020 November 55,697.10 136,000,000 48,200,000 107,500,000 100.0% 107,500,000 – Xiaoshan Qianjiang Cloud 8 June 2067 2021 Valley Base under construction, Hangzhou

49 The remaining portion of Zhejiang – I, A 91,030.75 88,830.10 – Industrial: October 2019 September 64,377.51 194,400,000 70,600,000 126,300,000 97.6% 123,300,000 – Ninghai Binhai Smart 2 September 2021 Manufacturing Park, Ningbo 2069

50 The remaining portion of phase Zhejiang – I, A 54,976.42 54,670.29 – Industrial: August 2020 October 2021 32,601.99 93,200,000 91,600,000 257,000,000 98.5% 253,100,000 – II of Zhenhai Smart 2 July 2070

I-3– III-13 – Manufacturing Park, Ningbo

51 Pinghu Digital Equipment Zhejiang 33,546.60 I 44,658.89 42,923.40 – Industrial: May 2020 June 2021 24,658.76 87,300,000 46,500,000 101,100,000 100.0% 101,100,000 – Industrial Park, Jiaxing 22 March 2070

52 Portions of Phase II of Jingkai Zhejiang – I 83,014.35 82,221.17 – Industrial: May 2019 June 2021 67,894.65 130,600,000 71,600,000 129,200,000 96.2% 124,300,000 – District Jinxi Entrepreneur & 15 January Innovation Industrial Park 2069 under construction, Jinhua

53 The remaining portion of

Zhejiang – I 35,804.92 35,804.92 – Industrial: December 2019 May 2021 27,977.60 59,500,000 24,400,000 55,100,000 98.2% 54,100,000 – Changxing Green Smart 16 December Manufacturing Park under 2069 construction, Huzhou ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

Market Value for Reference (for Construction properties Cost Market Value without Total Total incurred up Market Value Attributable proper title Leasable/ Number Estimated to the in existing to the Group certificates) Saleable GFA of Land Use Construction Estimated Construction valuation state as at the Interest as at the as at the Property Province/ (excluding Saleable Rights Expiry Commencement Completion Total Saleable Cost (if under date (if under valuation Attributable valuation valuation No. Name of Property Municipality Site Area Use Total GFA CPS) CPS Date Date Date GFA Pre-Sold development) development) date to the Group date date (sq.m.) (sq.m.) (sq.m.) (sq.m.) (RMB) (RMB) (RMB) (%) (RMB) (RMB)

54 The remaining portion of Guangdong – I, A, 182,566.88 174,353.74 180 Industrial: October 2019 November 77,850.88 305,200,000 231,200,000 435,900,000 96.7% 421,500,000 – Gaoming Zoina Smart City CPS 22 May 2069 2021 under construction, Foshan

55 The remaining portion of Guangdong – I 65,369.95 64,985.95 – Industrial: March 2020 March 2022 24,591.72 118,500,000 39,700,000 87,800,000 94.0% 82,500,000 – Sanshui Auto Space Smart Car 9 September Port, Foshan 2069

56 The remaining portion of Guangdong – I 118,721.67 118,024.54 – Industrial: November 2020 October 2023 – 224,900,000 19,100,000 107,100,000 100.0% 107,100,000 – Nanhaiwan District Zhihui 28 June 2070 New City, Foshan

57 Banfu Smart Equipment Guangdong 71,837.50 I, A 196,008.89 182,247.83 – Industrial: July 2020 January 2022 71,172.97 396,500,000 98,300,000 197,700,000 100.0% 197,700,000 – Manufacturing Industrial Park, 6 April 2070 Zhongshan

58 The remaining portion of Guangdong – I 201,800.53 185,776.86 – Industrial: June 2020 November 167,283.55 442,100,000 133,000,000 265,300,000 97.1% 257,600,000 – Zhongkai High-end Electronic 26 August 2021 Information Industrial Park 2069

I-4– III-14 – under construction, Huizhou

59 The remaining portion of Guangdong – I 30,006.72 26,973.64 – Industrial: April 2019 March 2021 – 48,200,000 46,900,000 71,200,000 100.0% 71,200,000 – Xinhui Rongzhichuangmei 13 December Industrial Park under 2068 construction, Jiangmen

60 The remaining portion of Guangdong – I 75,332.20 75,131.30 – Industrial: August 2019 August 2021 16,498.14 132,800,000 19,000,000 49,100,000 95.5% 46,900,000 – Taishan Smart Equipment 3 July 2069 Industrial Park under construction, Xinhui ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

Market Value for Reference (for Construction properties Cost Market Value without Total Total incurred up Market Value Attributable proper title Leasable/ Number Estimated to the in existing to the Group certificates) Saleable GFA of Land Use Construction Estimated Construction valuation state as at the Interest as at the as at the Property Province/ (excluding Saleable Rights Expiry Commencement Completion Total Saleable Cost (if under date (if under valuation Attributable valuation valuation No. Name of Property Municipality Site Area Use Total GFA CPS) CPS Date Date Date GFA Pre-Sold development) development) date to the Group date date (sq.m.) (sq.m.) (sq.m.) (sq.m.) (RMB) (RMB) (RMB) (%) (RMB) (RMB)

61 The remaining portion of Phase Guangdong – I 3,525.12 3,525.12 – Industrial: March 2020 May 2021 – 7,900,000 7,900,000 10,200,000 97.8% 10,000,000 – I of Duanzhou Shuanglong 17 April 2069 Science and Innovation Industrial Park under construction, Zhaoqing

62 Phase I of Gaocheng Likang Hebei 43,495.92 I 58,133.34 57,196.83 – Industrial: March 2020 November 15,006.24 113,500,000 28,900,000 76,300,000 85.0% 64,900,000 – Hi-tech Biological Science and 1 July 2069 2021 Technology Industrial Park, Shijiazhuang

63 Portions of Lutai Jingjin Hebei – I 49,980.32 49,472.44 – Industrial: March 2020 December 29,569.07 100,000,000 65,200,000 98,900,000 100.0% 98,900,000 – Chuangzhi Industrial Park 10 October 2021 under construction, Tangshan 2069

64 Portions of Phase I of Hebei – I 77,012.56 74,452.76 – Industrial: November 2020 December 46,012.65 158,900,000 37,400,000 97,500,000 85.0% 82,900,000 – Qingyuan New Economics 23 November 2021 Industrial Park under 2070 construction, Baoding I-5– III-15 – 65 Portions of Sanhe Kechuang Hebei – I 43,583.15 43,045.45 – Industrial: December 2020 November 18,942.97 113,000,000 24,100,000 68,200,000 100.0% 68,200,000 – Smart Valley under 4 August 2070 2021 construction, Langfang

66 Portions of Parcel 3# of Shandong – I 116,781.67 115,423.60 – Industrial: March 2020 January 2022 77,775.12 245,000,000 99,600,000 230,300,000 100.0% 230,300,000 – Tianqiao Smart Manufacturing 14 March 2069 Town under construction, Jinan

67 Portions of Jimo Science & Shandong – I 83,221.92 81,791.25 – Industrial: Technology Industrial Park 27 October under construction, Qingdao

June 2020 December 1,233.76 153,200,000 150,200,000 290,600,000 100.0% 290,600,000 – 2021 2069

68 Phase I of Yuandu (Weifang) Shandong 55,957.00 I 62,550.13 61,478.73 – Industrial: November 2020 May 2022 10,986.36 132,700,000 18,300,000 59,900,000 96.7% 57,900,000 – Smart Valley, Weifang 19 November 2070 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

Market Value for Reference (for Construction properties Cost Market Value without Total Total incurred up Market Value Attributable proper title Leasable/ Number Estimated to the in existing to the Group certificates) Saleable GFA of Land Use Construction Estimated Construction valuation state as at the Interest as at the as at the Property Province/ (excluding Saleable Rights Expiry Commencement Completion Total Saleable Cost (if under date (if under valuation Attributable valuation valuation No. Name of Property Municipality Site Area Use Total GFA CPS) CPS Date Date Date GFA Pre-Sold development) development) date to the Group date date (sq.m.) (sq.m.) (sq.m.) (sq.m.) (RMB) (RMB) (RMB) (%) (RMB) (RMB)

69 Phase II and portion of Phase I Shandong – I 103,106.24 100,033.41 – Industrial: December 2019 November 24,353.36 210,200,000 82,300,000 148,400,000 96.5% 143,200,000 – of Jingkai District Yuandu 21 August 2021 Industrial Complex under 2069 and 30 construction, Weifang October 2070

70 Fushan District Smart Shandong 122,242.00 I 110,498.13 109,486.34 – Industrial: March 2020 December 59,169.71 197,300,000 54,000,000 114,100,000 97.1% 110,800,000 – Manufacturing Industrial Park, 21 December 2021 Yantai 2069

71 Huantai County Chuangzhi Shandong 53,333.00 R, C, 145,549.10 143,315.27 828 Residential: June 2020 May 2022 33,173.23 486,500,000 77,100,000 184,600,000 100.0% 184,600,000 – Garden, Zibo S, CPS 11 May 2090

72 Portions of Huantai County Shandong – I 51,823.36 51,797.32 – Industrial: June 2020 October 2022 16,465.61 107,600,000 41,100,000 73,000,000 100.0% 73,000,000 – Chuangzhi Future Industrial 11 May 2070 Town under construction, Zibo

73 Portions of East West Lake Hubei – I 96,846.90 92,954.69 – Industrial: September 2020 December 61,718.48 198,000,000 41,600,000 89,600,000 97.3% 87,200,000 – Science and Technology Center 1 April 2069 2021 under construction, Wuhan I-6– III-16 – 74 The remaining portion of Hu’nan – I 115,186.90 114,609.42 – Industrial: March 2020 July 2022 48,185.00 226,200,000 136,500,000 215,100,000 98.1% 211,000,000 – Gaoxin Smart Manufacturing 12 February Industrial Park, Xiangtan 2070

75 The remaining portion of Phase Hu’nan – I 239,146.65 236,804.85 – Industrial: I and portions of Phase II of 30 December Gaoxin District Smart Manufacturing Industrial Park under construction, Zhuzhou

November 2020 December 65,703.38 471,200,000 33,000,000 141,500,000 66.0% 93,400,000 – 2022 2064

76 Bishan Smart Manufacturing Chongqing 133,283.75 I 145,551.37 143,597.41 – Industrial: September 2020 December 118,501.59 301,600,000 91,400,000 177,000,000 98.7% 174,700,000 – Base Industrial Park, 30 May 2070 2021 Chongqing ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

Market Value for Reference (for Construction properties Cost Market Value without Total Total incurred up Market Value Attributable proper title Leasable/ Number Estimated to the in existing to the Group certificates) Saleable GFA of Land Use Construction Estimated Construction valuation state as at the Interest as at the as at the Property Province/ (excluding Saleable Rights Expiry Commencement Completion Total Saleable Cost (if under date (if under valuation Attributable valuation valuation No. Name of Property Municipality Site Area Use Total GFA CPS) CPS Date Date Date GFA Pre-Sold development) development) date to the Group date date (sq.m.) (sq.m.) (sq.m.) (sq.m.) (RMB) (RMB) (RMB) (%) (RMB) (RMB)

77 Phase II of Xiangcheng Jinhu Fujian 61,632.48 I 81,176.87 80,500.50 – Industrial: August 2019 June 2021 53,165.94 148,500,000 80,500,000 120,300,000 100.0% 120,300,000 – Cloud Zhizao Town, 28 July 2069 Zhangzhou

78 Phase II of Shenbei High-end Liaoning – I 84,447.15 82,834.58 – Industrial: April 2020 August 2021 54,933.38 151,900,000 55,200,000 114,500,000 100.0% 114,500,000 – Smart Manufacturing 8 November Industrial Park, Shenyang 2068

79 The remaining portion of Shaanxi – I 125,076.22 123,668.73 – Industrial: April 2020 December 75,464.76 278,400,000 85,500,000 174,400,000 100.0% 174,400,000 – Airport Linkong Industrial 30 December 2021 Port under construction, Xi’an 2069 I-7– III-17 –

Notes:

1. As advised by the Group, portions of the properties with a total gross floor area of approximately 1,845,298.54 sq.m. have been pre-sold to various third parties at a total consideration of RMB6,871,116,605. Such portions of the properties have not been legally and virtually transferred and therefore we have included the units in our valuation. In arriving at our opinion on the market values of the properties, we have taken into account the contracted prices of such portions.

2. We have been provided with a legal opinion regarding the property interests by the Company’s PRC legal advisors, which contains, inter alia, the following:

Group IV — Properties held for future development by the Group in the PRC REPORT VALUATION PROPERTY III APPENDIX

Market Value for Reference (for Construction properties Cost Market Value without Total Total incurred up Market Value Attributable proper title Leasable/ Number Estimated Estimated to the in existing to the Group certificates) Saleable GFA of Land Use Construction Estimated Construction valuation state as at the Interest as at the as at the Property Province/ (excluding Saleable Rights Expiry Commencement Completion Total Saleable Cost (if under date (if under valuation Attributable valuation valuation No. Name of Property Municipality Site Area Use Total GFA CPS) CPS Date Date Date GFA Pre-Sold development) development) date to the Group date date (sq.m.) (sq.m.) (sq.m.) (sq.m.) (RMB) (RMB) (RMB) (%) (RMB) (RMB)

– – – – 3,017,451.05 – – – – – – – – 1,345,400,000 – 1,295,700,000 –

80 A parcel of land for Phase I of Jiangsu 88,872.21 I 268,476.63 – – Industrial: August 2021 March 2025 – – – 102,200,000 98.7% 100,900,000 – Jiangbei New District Zhigu 11 June 2069 Industrial Complex, Nanjing

81 A parcel of land for Phase II of Jiangsu 22,108.00 I 26,121.94 – – Industrial: May 2021 July 2022 – – – 11,900,000 95.5% 11,400,000 – Yixing Heqiao Smart 13 December Manufacturing Park, Yixing 2070

82 Reserved land for Phase II of Jiangsu – C, O 20,387.24 – – Commercial September 2019 March 2023 – – – 17,600,000 90.0% 15,800,000 – Nantong Gangzha Chechuang and office: Smart Automobile City 17 June 2060 Industrial Complex Project, Nantong I-8– III-18 – 83 Reserved land of Tongshan Jiangsu – I 203,186.13 – – Industrial: April 2021 June 2023 – – – 94,700,000 99.0% 93,800,000 – Chengbei Eco New City Smart 22 September Manufacturing Town Project, 2070 Xuzhou

84 A parcel of land for Cixi Zhejiang 55,297.00 I 99,764.88 – – Industrial: April 2021 December – – – 79,700,000 100.0% 79,700,000 – Sino-Germany Industrial Park, 21 January 2022 Ningbo 2071

85 A parcel of land for Phase I of Zhejiang 62,817.00 I 118,230.19 – – Industrial: May 2021 April 2023 – – – 29,800,000 96.2% 28,700,000 – Jingkai District Jinxi 5 September Entrepreneur & Innovation 2069 Industrial Park, Jinhua ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

86 A parcel of land for Shuikou Guangdong 106,439.00 I 340,732.76 – – Industrial: May 2021 May 2023 – – – 109,000,000 96.5% 105,200,000 – High-end Electronic 28 December Information Industrial Park, 2070 Huizhou

87 Reserved land for Phase II of Guangdong – I 241,370.77 – – Industrial: June 2021 February 2024 – – – 78,600,000 97.8% 76,900,000 – Duanzhou Shuanglong Science 17 April 2069 and Innovation Industrial Park, Zhaoqing

88 A parcel of land for Phase II of Hebei 64,430.30 I 90,000.00 – – Industrial: July 2021 April 2022 – – – 49,000,000 85.0% 41,700,000 – Gaocheng Likang Hi-tech 25 August Biological Science and 2070 Technology Industrial Park, Shijiazhuang

89 Reserved land of Lutai Jingjin Hebei – I 19,607.90 – – Industrial: March 2021 June 2022 – – – 9,000,000 100.0% 9,000,000 – Chuangzhi Industrial Park, 10 October

I-9– III-19 – Tangshan 2069

90 A parcel of land for Phase II of Hebei 129,960.00 I 115,123.03 – – Industrial: May 2021 December – – – 73,000,000 100.0% 73,000,000 – Jingkai Industrial New City, 9 July 2069 2021 Cangzhou

91 Reserved land of Phase I and a Hebei – I 160,059.83 – – Industrial: March 2021 November – – – 100,800,000 85.0% 85,700,000 – parcel of land for Phase II of 23 November 2023 Qingyuan New Economics 2070 Industrial Park, Baoding

92 A parcel of land for Gu’an Heibei 39,303.75 I 60,078.08 – – Industrial: June 2021 May 2022 – – – 49,800,000 100.0% 49,800,000 – Jingnan Science & Technology 9 December Smart Valley, Langfang 2070 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

93 A parcel of land for Gu’an Heibei 67,464.20 I 121,723.31 – – Industrial: June 2021 June 2024 – – – 89,300,000 100.0% 89,300,000 – Jingnan Science & Technology 15 December Smart Valley (Phase II), 2059 Langfang

94 Reserved land of Sanhe Hebei – I 89,336.37 – – Industrial: March 2021 June 2023 – – – 47,000,000 100.0% 47,000,000 – Kechuang Smart Valley, 4 August 2070 Langfang

95 A parcel of land for Airport Henan 73,858.60 I 121,444.04 – – Industrial: August 2021 August 2023 – – – 53,200,000 100.0% 53,200,000 – Zone Smart Electronics 27 February Industrial Park, Zhengzhou 2067

96 A parcel of land for Mingang Henan 108,437.90 I 145,050.96 – – Industrial: June 2021 January 2023 – – – 71,900,000 100.0% 71,900,000 – Industrial Park, Zhengzhou 4 April 2071

97 Reserved land of Parcels 2# Shandong – I 134,783.22 – – Industrial: May 2021 June 2023 – – – 27,400,000 100.0% 27,400,000 – and 3# of Tianqiao Smart 15 December Manufacturing Town, Jinan 2068 and 14 I-0– III-20 – March 2069

98 Reserved land of Jimo Science Shandong – I 47,908.89 – – Industrial: April 2022 July 2023 – – – 11,800,000 100.0% 11,800,000 – & Technology Industrial Park, 27 October Qingdao 2069

99 A parcel of land for Phase II of Shandong 44,962.00 I 51,072.87 – – Industrial: June 2021 November – – – 28,300,000 96.7% 27,400,000 – Yuandu (Weifang) Smart 19 November 2022 Valley, Weifang 2070

100 Reserved land of Huantai Shandong – I 5,593.75 – – Industrial: September 2021 October 2022 – – – 2,500,000 100.0% 2,500,000 – County Chuangzhi Future 11 May 2070 Industrial Town, Zibo ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

101 Reserved land of East West Hubei – I 161,387.62 – – Industrial: April 2021 December – – – 50,000,000 97.3% 48,700,000 – Lake Science and Technology 1 April 2069 2021 Center, Wuhan

102 The remaining portion of Hu’nan – I 13,459.94 – – Industrial: September 2021 December – – – 6,500,000 66.0% 4,300,000 – reserved land of Phase II of 30 December 2022 Gaoxin District Smart 2064 Manufacturing Industrial Park, Zhuzhou

103 A parcel of land for Banan Chongqing 90,600.00 I 112,013.49 – – Industrial: May 2021 May 2022 – – – 41,400,000 100.0% 41,400,000 – Health Industrial Park, 21 January Chongqing 2071

104 A parcel of land for Phase II of Sichuan 120,303.69 I 93,212.29 – – Industrial: March 2021 September – – – 26,800,000 100.0% 26,800,000 – Anzhou Qindong Future 12 January 2022 Vehicle Industrial Park, 2070 Mianyang I-1– III-21 – 105 A parcel of land for Taishan Fujian 33,006.00 I 40,909.96 – – Industrial: April 2021 April 2022 – – – 15,000,000 70.0% 10,500,000 – District Intelligent Grid & 12 January Electronic Industrial Park, 2071 Quanzhou

106 A parcel of land for Tiexi Liaoning 62,092.33 I 55,010.71 – – Industrial: May 2021 December – – – 39,300,000 98.9% 38,900,000 – Sino-Germany Smart 13 July 2070 2021 Manufacturing Valley, Shenyang

107 A parcel of land for Dadong Liaoning 72,765.47 I 61,404.25 – – Industrial: Vehicle Chuangzhicheng 26 October Project, Shenyang

April 2021 August 2022 – – – 29,900,000 77.0% 23,000,000 –

2070 ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Notes:

1. We have been provided with a legal opinion regarding the property interests by the Company’s PRC legal advisors, which contains, inter alia, the following:

The Group is legally and validly in possession of the land use rights with respect to the properties. The Group has the rights to occupy, use, lease and dispose of the land use rights of the properties except the land parcels which are subject to mortgages. The group is subject to restrictions to transfer, lease, re-mortgage or otherwise dispose of the land use rights of the mortgaged portion of the properties. I-2– III-22 – ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS

Group V — Properties contracted to be acquired by the Group in the PRC REPORT VALUATION PROPERTY III APPENDIX

– – – – 1,164,556.34 – – – – – ––––––1,453,600,000

108 A parcel of land for Zhengding Hebei 58,589.10 I 80,550.27 – – – April 2021 December ––––100.0% – 43,100,000 Technology Valley, 2021 Shijiazhuang

109 A parcel of land for Intelligent Henan 61,768.34 I 85,331.43 – – – May 2021 November ––––100.0% – 37,200,000 Equipment Innovation Port, 2022 Luoyang

110 A parcel of land for Konggang Shandong 33,334.00 I 48,991.36 – – – May 2021 September ––––100.0% – 8,400,000 New Infrastructure Smart 2022 Valley, Qingdao

111 2 parcels of land for East West Hebei 107,824.52 R, C 349,909.00 – – – April 2021 March 2025 ––––49.0% – 1,081,500,000

I-3– III-23 – Lake Zoina National Cyber Security Headquarters Park Project, Wuhan

112 A parcel of land for Phase III of Hu’nan 112,276.82 I 126,400.00 – – – March 2022 December ––––66.0% – 56,600,000 Gaoxin District Smart 2023 Manufacturing Industrial Park, Zhuzhou

113 2 parcels of land for Xinjian Jiangxi 174,000.00 I 206,965.21 – – – May 2021 June 2024 ––––100.0% – 83,900,000 Digital Smart Manufacturing Industrial Park, Nanchang

114 A parcel of land for Smart Shanxi 159,611.23 I 150,530.76 – – – July 2021 October 2022 ––––100.0% – 89,100,000 Manufacturing Future City, Jinzhong ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX

115 A parcel of land for Qinhan Shaanxi 92,971.96 I 115,878.32 – – – May 2021 May 2023 ––––100.0% – 53,800,000 Zhikang Cloud Valley Base, Xi’an

Notes:

I-4– III-24 – 1. As at the valuation date, the properties had not been assigned to the Group and thus the titles of the properties had not been vested in the Group, the relevant land use rights certificates had not been obtained. Therefore, we have attributed no commercial value to the properties in this Group. For reference purpose, we have assessed the market value for reference of them assuming their title certificates have been obtained and can be freely transferred by the Group and there is no legal impediment and onerous cost in obtaining the title certificates.

2. We have been provided with a legal opinion regarding the property interests by the Company’s PRC legal advisors, which contains, inter alia, the following:

The State-owned Construction Land Use Rights Grant Contracts are legal and valid. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS

Summary of Projects REPORT VALUATION PROPERTY III APPENDIX

Abbreviation:

GDV: Gross Development Value (RMB) as if completed for property under construction of the project MCP-LV: Market Comparable Price (Land Value) (RMB/sq.m) based on the site area MCP-AV: Market Comparable Price (Accommodation Value) (RMB/sq.m) for bare lands of the project MCP-I: Market Comparable Price (RMB/sq.m.) for industrial MCP-A: Market Comparable Price (RMB/sq.m.) for apartment MCP-R: Market Comparable Price (RMB/sq.m.) for residential MCP-C: Market Comparable Price (RMB/sq.m.) for commercial MCP-S: Market Comparable Price (RMB/sq.m.) for storage MCP-CPS: Market Comparable Price (RMB/space) for car parking space Rent-I: Market Monthly Rent (RMB/sq.m.) for industrial Rent-A: Market Monthly Rent (RMB/sq.m.) for apartment CR: Capitalization Rate

I-5– III-25 – Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

Total – – – – 8,913,200,000 8,648,200,000 1,453,600,000 –

1 Nanjing Luhe The project is located at the southern Jiangsu 22, 38 151,200,000 143,600,000 – GDV: 248,500,000 Kechuang Park side of Huoju Road. The locality of the MCP-I: 4,100 - 4,500 (南京六合科創園) project is a newly-developed industrial Rent-I: 14 - 17 area. The project was being developed CR-I: 5.2% - 5.7% into an industrial park in one phase. As at the valuation date, the project was under construction. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

2 Nanjing Jiangbei The project is located at the western side Jiangsu 1, 23, 80 230,100,000 227,200,000 – MCP-I: 4,000 - 4,400 New District Zhigu of Guabu Road. The locality of the MCP-LV: 410 - 440 Industrial Complex project is a newly-developed industrial Rent-I: 14 - 17 (南京江北新區智谷 area. The project was being developed CR-I: 5.2% - 5.7% 產業綜合體) into an industrial park in two phases. As at the valuation date, Phase II of the project was completed of which various industrial units were vacant for sale and various industrial units were intended to be rented to various third parties, whilst Phase II was bare land.

3 Suzhou Changshu The project is located at the northern Jiangsu 24, 39 176,800,000 159,200,000 – GDV: 513,300,000 I-6– III-26 – Science and side of Yangguang Avenue and the MCP-I: 4,000 - 4,400 Technology Park western side of Xinsheng Road. The Rent-I: 16 - 20 (蘇州常熟科創園) locality of the project is a well-developed Rent-A: 26 - 30 industrial area served by various public CR-I: 5.2% - 5.7% facilities and convenient transportation CR-A: 4.7% - 5.2% network. The project was being developed into an industrial park in one phase. As at the valuation date, the project was under construction.

4 Suzhou Changshu The project is located at the northern Jiangsu 25, 40 83,400,000 82,100,000 – GDV: 208,100,000 Modern side of Minfeng Road and the eastern MCP-I: 3,300 - 3,700 Manufacturing side of Anqing Road. The locality of the Rent-I: 11 - 15 Industrial Park project is a well-developed industrial CR: 5.2% - 5.7% (蘇州常熟現代智造 area served by various public facilities 產業園) and convenient transportation network. The project was being developed into an industrial park in one phase. As at the valuation date, the project was under construction. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

5 Wuxi Yixing The project is located at the eastern side Jiangsu 81 11,900,000 11,400,000 – MCP-LV: 500 - 550 Heqiao Smart of Chunjiang Road. The locality of the Manufacturing project is a newly-developed industrial Park area. The project was being developed (無錫宜興和橋智造 into an industrial park in two phases. As 園) at the valuation date, Phase I of the project was completed, whilst Phase II was bare land.

6 Changzhou The project is located at the eastern side Jiangsu 41 44,700,000 44,700,000 – GDV: 189,700,000 Tianning Kechuang of Heheng Road. The locality of the MCR-I: 3,700 - 4,000 Smart Valley project is a well-developed industrial (常州天寧科創智谷) area served by various public facilities and convenient transportation network. I-7– III-27 – The project was being developed into an industrial park in one phase. As at the valuation date, the project was under construction.

7 Changzhou Wujin The project is located at the northern Jiangsu 26, 42 103,200,000 103,200,000 – GDV: 243,600,000 Xueyan Smart side of Zhounan Road. The locality of the MCP-I: 3,300 - 3,600 Manufacturing project is a well-developed industrial Rent-I: 10 - 14 Industrial Park area served by various public facilities CP-I: 5.2% - 5.7% (常州武進雪堰智造 and convenient transportation network. 產業園) The project was being developed into an industrial park in one phase. As at the valuation date, the project was under construction.

8 Changzhou Wujin The project is located at the northern Jiangsu 43 168,300,000 160,100,000 – GDV: 318,600,000 Chuangzhi Cloud side of Hongxi Road. The locality of the MCP-I: 4,000 - 4,300 Valley project is a newly-developed industrial (常州武進創智雲谷) area. The project was being developed into an industrial park in two phases. As at the valuation date, Phase I of the project was completed, whilst Phase II was under construction. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

9 Zhenjiang The project is located at the northern Jiangsu 2 149,100,000 143,400,000 – MCP-I: 2,800 - 3,200 Yangzhong Smart side of Huaqiang Road. The locality of Manufacturing the project is a well-developed industrial Industrial Park area served by various public facilities (鎮江揚中智能製造 and convenient transportation network. 產業園) The project had been developed into an industrial park in one phase. As at the valuation date, the project was completed of which various industrial units were vacant for sale.

10 Nantong Gangzha The project is located at the eastern side Jiangsu 27, 44, 82 211,800,000 190,600,000 – GDV: 875,900,000 Chechuang Smart of Changtai Road. The locality of the MCP-AV: 1,000 - 1,200 I-8– III-28 – Automobile City project is a well-developed industrial MCP-I: 4,000 - 4,500 Industrial Complex area served by various public facilities Rent-I: 14 - 17 Project and convenient transportation network. CP-I: 5.2% - 5.7% (南通港閘車創智車 The project was being developed into an 城都市工業綜合體項 industrial and commercial development 目) in two phases. As at the valuation date, Phase I of the project was under construction, whilst Phase II was bare land.

11 Nantong Tongzhou The project is located at the southern side of Jiangsu 3, 45 96,300,000 96,300,000 – GDV: 114,400,000 Bay Binhai Park Zhanjiang Road and the eastern side of MCP-I: 2,400 - 3,100 (南通通州灣濱海園 Lehai Avenue. The locality of the project is 區) a well-developed industrial area served by various public facilities and convenient transportation network. The project was being developed into an industrial park in five phases. As at the valuation date, Parcels 1#, 5# and 6# of the project were completed and various unsold units of Parcel 1# were vacant for sale, whilst Parcel 11# was under construction. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

12 Yangzhou Yizheng The project is located at the northern Jiangsu 4 135,100,000 133,300,000 – MCP-I: 2,600 - 2,800 Smart Industrial side of Jinhua Road. The locality of the Park project is a newly-developed industrial (揚州儀征智慧工業 area. The project had been developed 園) into an industrial park in one phase. As at the valuation date, the project was completed of which various industrial units were vacant for sale.

13 Xuzhou Tongshan The project is located at the southern Jiangsu 46, 83 116,700,000 115,600,000 – GDV: 24,700,000 Chengbei Eco New side of Xingye Middle Road and the MCP-LV: 300 - 350 City Smart western side of Xingye Road. The MCP-I: 3,300 - 3,700 Manufacturing locality of the project is a I-9– III-29 – Town Project newly-developed industrial area. The (徐州銅山城北生態 project was being developed into an 新城智造小鎮項目) industrial park in one phase. As at the valuation date, portions of the project were under construction, whilst the remaining portion of the project was bare land.

14 Taizhou Jinjiang The project is located at the eastern side Jiangsu 47 121,800,000 121,800,000 – GDV: 348,300,000 Smart of Xinmin Avenue. The locality of the MCP-I: 2,900 - 3,100 Manufacturing project is a newly-developed industrial Valley area. The project was being developed (泰州靖江智造谷) into an industrial park in one phase. As at the valuation date, the project was under construction. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

15 Hangzhou The project is located at the northern Zhejiang 28, 48 121,400,000 121,400,000 – GDV: 317,400,000 Xiaoshan side of Hongtai Sixth Road and the MCP-I: 5,100 - 5,300 Qianjiang Cloud western side of Kenhui Eighth Road. The Rent-A: 30 - 35 Valley Base locality of the project is a well-developed CR-A: 4.7% - 5.2% (杭州蕭山錢江雲谷 industrial area served by various public 基地) facilities and convenient transportation network. The project was being developed into an industrial park in one phase. As at the valuation date, portions of the project were completed, whilst the remaining portion of the project was under construction.

I-0– III-30 – 16 Ningbo Ninghai The project is located at the northern Zhejiang 29, 49 135,600,000 132,400,000 – GDV: 307,500,000 Binhai Smart side of Henghai Golden Bay. The locality MCP-I: 3,000 - 3,200 Manufacturing of the project is a newly-developed MCP-A: 3,800 - 4,200 Park industrial area. The project was being Rent-I: 10 - 13 (寧波寧海濱海智造 developed into an industrial park in one CR-I: 5.2% - 5.7% 產業園) phase. As at the valuation date, the project was under construction.

17 Ningbo Zhenhai The project is located at the northern Zhejiang 30, 50 260,700,000 256,700,000 – GDV: 267,900,000 Smart side of Xingye Road and the eastern side MCP-I: 4,300 - 4,500 Manufacturing of Huiyuan Road. The locality of the MCP-A: 6,100 - 6,400 Park project is a well-developed industrial Rent-A: 15 - 18 (寧波鎮海智造谷) area served by various public facilities CR-A: 4.7% - 5.2% and convenient transportation network. The project was being developed into an industrial park in two phases. As at the valuation date, Phase I of the project was completed, whilst Phase II was under construction. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

18 Ningbo Cixi The project is located at the northern Zhejiang 84 79,700,000 79,700,000 – MCP-LV: 1,300 - 1,500 Sino-Germany side of Zhongheng Line. The locality of Industrial Park the project is a well-developed industrial (寧波慈溪中德產業 area served by various public facilities 園) and convenient transportation network. The project will be developed into an industrial park in one phase. As at the valuation date, the project was bare land.

19 Jiaxing Pinghu The project is located at the southern side of Zhejiang 51 101,100,000 101,100,000 – GDV: 176,300,000 Digital Equipment Chuangye Road and the western side of MCP-I: 3,900 - 4,200 Industrial Park Pingxing Line. The locality of the project is (嘉興平湖數字裝備 a well-developed industrial area served by I-1– III-31 – 產業園) various public facilities and convenient transportation network. The project was being developed into an industrial park in one phase. As at the valuation date, the project was under construction.

20 Jinhua Jingkai The project is located at the northern side of Zhejiang 31, 52, 85 164,600,000 158,400,000 – GDV: 221,200,000 District Jinxi Weisan Road and the western side of MCP-I: 2,500 - 2,700 Entrepreneur & Jingsan Road. The locality of the project is a MCP-LV: 450 - 500 Innovation newly-developed industrial area. The Industrial Park project was being developed into an (金華經開區金西創 industrial park in two phases. As at the 業創新產業園) valuation date, portions of Phase II of the project were completed, portions of Phase II of the project were under construction, whilst Phase I and the remaining portion of Phase II were bare land. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

21 Huzhou The project is located at the eastern side Zhejiang 5, 53 177,700,000 174,500,000 – GDV: 107,000,000 Changxing Green of Qilv Road. The locality of the project MCP-I: 2,900 - 3,100 Smart is a well-developed industrial area Manufacturing served by various public facilities and Park convenient transportation network. The (湖州長興綠色智造 project was being developed into an 產業園) industrial park in one phase. As at the valuation date, portions of the project were completed of which various industrial units were vacant for sale, whilst the remaining portion of the project was under construction.

I-2– III-32 – 22 Hefei Changfeng The project is located at the northern Anhui 6 13,600,000 13,000,000 – MCP-I: 2,400 - 2,600 Smart side of Runhe Road and the eastern side Manufacturing of Shuangdun Road. The locality of the Industrial Park project is a well-developed industrial (合肥長豐智能製造 area served by various public facilities 產業園) and convenient transportation network. The project had been developed into an industrial park in one phase. As at the valuation date, the project was completed of which various industrial units were vacant for sale.

23 Hefei Feixi The project is located at the northern Anhui 7 90,900,000 90,900,000 – MCP-I: 2,700 - 3,000 Manufacturing side of Fenglehe Avenue and the eastern Industrial Park side of Jinzhai South Road. The locality (合肥肥西製造產業 of the project is a well-developed 園) industrial area served by various public facilities and convenient transportation network. The project had been developed into an industrial park in one phase. As at the valuation date, the project was completed of which various industrial units were vacant for sale. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

24 Chuzhou Nanqiao The project is located at the southern Anhui 8 71,700,000 70,600,000 – MCP-I: 2,400 - 2,700 Smart Town side of Shuangying Road and the eastern (滁州南譙智慧小鎮) side of Yuanzhuang Road. The locality of the project is a well-developed industrial area served by various public facilities and convenient transportation network. The project had been developed into an industrial park in one phase. As at the valuation date, the project was completed of which various industrial units were vacant for sale.

25 Foshan Shunde The project is located at Shunde Guangdong 9 35,300,000 35,300,000 – MCP-I: 3,200 - 3,600 Yuegangao Bigger High-tech Intelligent Technology MCP-CPS: 75,000 - I-3– III-33 – Bay Area Smart Industry Center, No. 9 Shunying Road. 85,000 Innovation Town The locality of the project is a (佛山順德粵港澳大 well-developed industrial area served by 灣區智能創新小鎮) various public facilities and convenient transportation network. The project had been developed into an industrial park in one phase. As at the valuation date, the project was completed of which various industrial units were vacant for sale.

26 Foshan Gaoming The project is located at the eastern side Guangdong 10, 54 518,700,000 501,600,000 – GDV: 602,300,000 Zoina Smart City of Haitian Road and the southern side of MCP-I: 2,900 - 3,500 (佛山高明智匯城) Mingxi Road. The locality of the project MCP-A: 4,300 - 4,700 is a well-developed industrial area CPS: 75,000 - 82,000 served by various public facilities and convenient transportation network. The project was being developed into an industrial park in one phase. As at the valuation date, portions of the project were completed of which various industrial units were vacant for sale, whilst the remaining portion of the project was under construction. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

27 Foshan Sanshui The project is located at the eastern side Guangdong 32, 55 131,600,000 123,700,000 – GDV: 370,300,000 Auto Space Smart of Baijin Avenue. The locality of the MCP-I: 3,450 - 3,950 Car Port project is a well-developed industrial Rent-I: 13 - 16 (佛山三水AUTO area served by various public facilities CR-I: 5.2% - 5.7% SPACE智車港) and convenient transportation network. The project was being developed into an industrial park in one phase. As at the valuation date, the project was under construction.

28 Foshan Nanhaiwan The project is located at Xiqiao Textile Guangdong 33, 56 127,900,000 127,900,000 – GDV: 612,700,000 District Zhihui Industry Base. The locality of the project MCP-I: 3,700 - 4,000 New City is a well-developed industrial area Rent-I: 12 - 15

I-4– III-34 – (佛山南海灣區智匯 served by various public facilities and Rent-A: 18 - 22 新城) convenient transportation network. The CR-I: 5.2% - 5.7% project was being developed into an CP-A: 4.7% - 5.2% industrial park in one phase. As at the valuation date, the project was under construction.

29 Zhongshan Banfu The project is located at Banfu Village, Guangdong 57 197,700,000 197,700,000 – GDV: 725,800,000 Smart Equipment Banfu Town. The locality of the project is MCP-I: 3,600 - 4,600 Manufacturing a well-developed industrial area served MCP-A: 4,200 - 4,800 Industrial Park by various public facilities and (中山板芙智能製造 convenient transportation network. The 裝備產業園) project was being developed into an industrial park in one phase. As at the valuation date, the project was under construction. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

30 Huizhou Zhongkai The project is located at the eastern side Guangdong 58 265,300,000 257,600,000 – GDV: 860,300,000 High-end of Xinhua Avenue. The locality of the MCP-I: 4,250 - 4,750 Electronic project is a well-developed industrial Information area served by various public facilities Industrial Park and convenient transportation network. (惠州仲愷高端電子 The project was being developed into an 信息產業園) industrial park in one phase. As at the valuation date, portions of the project were completed, whilst the remaining portion of the project was under construction.

31 Huizhou Shuikou The project is located at the eastern side Guangdong 86 109,000,000 105,200,000 – MCP-LV: 900-1,100 I-5– III-35 – High-end of No.1 Road and the western side of Electronic Licheng Gongye Avenue. The locality of Information the project is a newly-developed Industrial Park industrial area. The project will be (惠州惠城水口高端 developed into an industrial park in one 電子信息創新園) phase. As at the valuation date, the project was bare land.

32 Jiangmen Xinhui The project is located at Shiming Village, Guangdong 11, 59 309,500,000 309,500,000 – GDV:72,800,000 Rongzhichuangmei Siqian Town. The locality of the project is MCP-I: 2,600-3,100 Industrial Park a newly-developed industrial area. The (江門新會融智創美 project was being developed into an 產業谷) industrial park in one phase. As at the valuation date, portions of the project were completed of which various industrial units were vacant for sale, whilst the remaining portion of the project was under construction. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

33 Jiangmen Taishan The project is located at No. 1, Fu’an Guangdong 12, 60 85,300,000 81,500,000 – GDV: 226,900,000 Smart Equipment West Road, Dajiang Town. The locality of MCP-I: 2,500-3,200 Industrial Park the project is a newly-developed (江門台山智能裝備 industrial area. The project was being 產業園) developed into an industrial park in one phase. As at the valuation date, portions of the project were completed of which various industrial units were vacant for sale, whilst the remaining portion of the project was under construction.

34 Zhaoqing The project is located at the northern Guangdong 13, 61, 87 200,200,000 195,800,000 – GDV: 10,200,000 Duanzhou side of Feilong Road and the eastern side MCP-LV: 600 - 700 I-6– III-36 – Shuanglong of Longteng Road in Shuanglong Area. MCP-I: 2,800 - 3,200 Science and The locality of the project is a Innovation newly-developed industrial area. The Industrial Park project was being developed into an (肇慶端州雙龍科創 industrial park in two phases. As at the 產業谷) valuation date, portions of Phase I of the project were completed of which various industrial units were vacant for sale, the remaining portion of Phase I was under construction, whilst Phase II was bare land.

35 Shijiazhuang The project is located at the northern Hebei 62, 88 125,300,000 106,600,000 – GDV:205,300,000 Gaocheng Likang side of Songjiang Road and the western MCP-I: 3,400 - 3,700 Hi-tech Biological side of Tadong Road. The locality of the MCP-LV: 450 - 550 Science and project is a newly-developed industrial Technology area. The project was being developed Industrial Park into an industrial park in two phases. As (石家莊藁城麗康高 at the valuation date, Phase I of the 科生物科技產業園) project was under construction, whilst Phase II was bare land. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

36 Shijiazhuang The project is located at the northern Hebei 108 – – 43,100,000 MCP-LV: 700 - 760 Zhengding side of Chongyin Road and the western Technology Valley side of Weituo Street. The locality of the (石家莊正定科技谷) project is a newly-developed industrial area. The project will be developed into an industrial park in one phase. As at the valuation date, the project was bare land.

37 Tangshan Lutai The project is located at the northern Shandong 14, 63, 89 123,700,000 123,700,000 – GDV: 143,000,000 Jingjin Chuangzhi side of Rongcheng Road and the eastern MCP-I: 2,800 - 3,100 Industrial Park side of Shengshi Avenue. The locality of MCP-LV: 170 - 220 (唐山蘆台京津創智 the project is a well-developed industrial 產業園) area served by various public facilities I-7– III-37 – and convenient transportation network. The project was being developed into an industrial park in one phase. As at the valuation date, portions of the project were completed of which various industrial units were vacant for sale, portions of the project were under construction, whilst the remaining portion of the project was bare land.

38 Cangzhou Jingkai The project is located at the northern Hebei 15, 90 227,700,000 227,700,000 – MCP-LV: 500 - 600 Industrial New side of Dongfeng Road and the eastern MCP-I: 2,700 - 3,000 City side of Jingqi Street. The locality of the (滄州經開產業新城) project is a well-developed industrial area served by various public facilities and convenient transportation network. The project was being developed into an industrial park in two phases. As at the valuation date, Phase I of the project was completed of which various industrial units were vacant for sale, whilst Phase II was bare land. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

39 Baoding Qingyuan The project is located at the northern Heibei 64, 91 198,300,000 168,600,000 – GDV: 269,400,000 New Economics side of Zhongxin West Road and the MCP-I:3,400 - 3,800 Industrial Park western side of Lekai Street. The locality MCP-LV: 680 - 750 (保定清苑新經濟產 of the project is a well-developed 業園) industrial area served by various public facilities and convenient transportation network. The project was being developed into an industrial park in two phases. As at the valuation date, portion of Phase I of the project were under construction, whilst Phase II and the remaining portion of Phase I were bare land. I-8– III-38 –

40 Gu’an Jingnan The project is located at the eastern side Hebei 92 49,800,000 49,800,000 – MCP-LV: 1,150 - Science & of Jingba Road and the northern side of 1,350 Technology Smart Ankang West Street. The locality of the Valley project is a newly-developed industrial (固安京南科技智谷) area. The project will be developed into an industrial park in one phase. As at the valuation date, the project was bare land.

41 Gu’an Jingnan The project is located at the eastern side Hebei 93 89,300,000 89,300,000 – MCP-LV: 1,150 - Science & of Min’an Road and the northern side of 1,350 Technology Smart No.5 Road. The locality of the project is a Valley (Phase II) well-developed industrial area served by (固安京南科技智谷 various public facilities and convenient (二期)) transportation network. The project will be developed into an industrial park in one phase. As at the valuation date, the project was bare land. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

42 Langfang Sanhe The project is located at the southern Hebei 65, 94 115,200,000 115,200,000 – GDV: 286,200,000 Kechuang Smart side of Liushan Avenue and the western MCP-I: 6,300 - 6,800 Valley side of Gushan West Road. The locality MCP-LV: 900 - 1,000 (廊坊三河科創智谷 of the project is a newly-developed 產業園) industrial area. The project was being developed into an industrial park in one phase. As at the valuation date, portions of the project were under construction, whilst the remaining portion of the project was bare land.

43 Zhengzhou Airport The project is located at the southern Henan 95 53,200,000 53,200,000 – MCP-LV: 650 - 750 Zone Smart side of Rutu Road and the western side I-9– III-39 – Electronics of Qiaosong Street. The locality of the Industrial Park project is a well-developed industrial (鄭州航空港區智慧 area served by various public facilities 電子產業園) and convenient transportation network. The project will be developed into an industrial park in one phase. As at the valuation date, the project was bare land.

44 Zhengzhou The project is located at the southern Henan 96 71,900,000 71,900,000 – MCP-LV: 600 - 700 Mingang Industrial side of Tenth Industrial Road and the Park eastern side of Huaxia Avenue. The (鄭州閩港產業園) locality of the project is a well-developed industrial area served by various public facilities and convenient transportation network. The project will be developed into an industrial park in one phase. As at the valuation date, the project was bare land. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

45 Luoyang The project is located at the northern Henan 109 – – 37,200,000 MCP-LV: 580 - 640 Intelligent side of Guanlin Road and the western Equipment side of Letian Street. The locality of the Innovation Port project is a well-developed industrial (洛陽智能裝備創新 area served by various public facilities 港) and convenient transportation network. The project will be developed into an industrial park in one phase. As at the valuation date, the project was bare land.

46 Jinan Tianqiao The project is located at the southern Shandong 16, 34, 66, 97 391,800,000 391,800,000 – GDV: 496,400,000 Smart side of Xinyuan Avenue and the eastern MCP-LV: 650 - 700 Manufacturing side of Zidong Avenue. The locality of MCP-I: 4,200 - 4,550 I-0– III-40 – Town the project is a well-developed industrial Rent-I: 15 - 18 (濟南天橋智能智造 area served by various public facilities CR-I: 6.3%-6.7% 小鎮) and convenient transportation network. The project was being developed into an industrial development in three phases. As at the valuation date, Parcel 1# was completed of which various industrial units were rented or intended to be rented to various third parties, portions of Parcel 2# were completed of which various industrial units were vacant for sale, portions of Parcel 3# were under construction, whilst the remaining portion of Parcel 2# and 3# were bare land. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

47 Qingdao Jimo The project is located at the northern Shandong 17, 67, 98 385,200,000 385,200,000 – GDV: 294,400,000 Science & side of Dazhong Yi Road and the western MCP-LV: 450 - 550 Technology side of Fengshui Er Road. The locality of MCP-I: 3,400 - 3,800 Industrial Park the project is a newly-developed (青島即墨科技創新 industrial area. The project was being 產業園) developed into an industrial development in one phase. As at the valuation date, portions of the project were completed of which various industrial units were vacant for sale, portions of the project were under construction, whilst the remaining portion was bare land. I-1– III-41 –

48 Qingdao Konggang The project is located at Datun Industrial Shandong 110 – – 8,400,000 MCP-LV: 230 - 280 New Infrastructure Park. The locality of the project is a Smart Valley newly-developed industrial area. The (青島空港新基建智 project will be developed into an 造谷) industrial development in one phase. As at the valuation date, the project was bare land.

49 Yuandu (Weifang) The project is located at the southern Shandong 68, 99 88,200,000 85,300,000 – GDV: 239,400,000 Smart Valley side of Weichang Road and the western MCP-I: 3,700 - 4,000 (鳶都（濰坊）智谷 side of Changjiang Road. The locality of MCP-LV: 590 - 660 產業園) the project is a well-developed industrial area served by various public facilities and convenient transportation network. The project was being developed into an industrial park in two phases. As at the valuation date, Phase I was under construction, whilst Phase II was bare land. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

50 Weifang Jingkai The project is located at the northern Shandong 18, 69 159,200,000 153,600,000 – GDV: 360,500,000 District Yuandu side of Taixiang Street and the eastern MCP-I: 3,400 - 3,800 Industrial Complex side of Wenhua Road. The locality of the (濰坊經開區鳶都匯 project is a well-developed industrial 智產業綜合體) area served by various public facilities and convenient transportation network. The project was being developed into an industrial development in two phases. As at the valuation date, portions of Phase I were completed of which various industrial units were vacant for sale, whilst the remaining portion of Phase I and Phase II were under construction. I-2– III-42 –

51 Yantai Fushan The project is located at the western side Shandong 70 114,100,000 110,800,000 – GDV: 362,500,000 District Smart of Zhonggu Avenue. The locality of the MCP-I: 3,100 - 3,700 Manufacturing project is a newly-developed industrial Industrial Park area. The project was being developed (煙台福山區智能製 into an industrial development in one 造產業園) phase. As at the valuation date, the project was under construction.

52 Zibo Huantai The project is located at the western side Shandong 71 184,600,000 184,600,000 – GDV:764,600,000 County Chuangzhi of Yaochang Avenue and the northern MCP-R: 5,500 - 7,000 Garden side of Sanying Avenue. The locality of MCP-C: 8,000 - (淄博桓台縣創智花 the project is a newly-developed 10,000 園) residential area served by various public MCP-S: 2,300 - 2,700 facilities and convenient transportation MCP-CPS: 65,000 - network. The project was being 75,000 developed into a residential development in one phase. As at the valuation date, the project was under construction. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

53 Zibo Huantai The project is located at the western side Shandong 72, 100 75,500,000 75,500,000 – GDV: 165,500,000 County Chuangzhi of Yaochang Avenue and the southern MCP-I: 3,000 - 3,300 Future Industrial side of Sanying Avenue. The locality of MCP-LV: 460 - 500 Town the project is a newly-developed (淄博桓台縣創智未 industrial area. The project was being 來產業小鎮) developed into an industrial park in one phase. As at the valuation date, portions of the project were under construction, whilst the remaining portion was bare land.

54 Wuhan East West The project is located at the southern Hubei 73, 101 139,600,000 135,900,000 – GDV: 362,900,000 Lake Science and side of Jinghe Avenue and the western MCP-LV: 540 - 660 I-3– III-43 – Technology Center side of Linkonggang Road. The locality MCP-I: 3,700 - 4,000 (武漢東西湖科創中 of the project is a well-developed 心) industrial area served by various public facilities and convenient transportation network. The project was being developed into an industrial park in one phase. As at the valuation date, portions of the project were under construction, whilst the remaining portion was bare land.

55 Wuhan East West The project is located at the southern Hebei 111 – – 1,081,500,000 MCP-AV: Lake Zoina side of Binhe Avenue and the western 5,800 - 6,300 for National Cyber side of Jinghe Avenue. The locality of the residential land and Security project is a well-developed residential 1,900 - 2,200 for Headquarters Park and commercial area served by various commercial land Project public facilities and convenient (武漢東西湖國家網 transportation network. The project will 安總部公園項目) be developed into a residential and commercial development in two phases. As at the valuation date, the project was bare land. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

56 Xiangtan Gaoxin The project is located at the southeast Hunan 35, 74 223,800,000 219,500,000 – GDV: 395,300,000 Smart corner of the intersection of Chuangye MCP-I: 2,700 - 3,000 Manufacturing Road and Xunda Road. The locality of Rent-I: 13 - 17 Industrial Park the project is a newly-developed CR-I: 6.3% - 6.7% (湘潭高新智能製造 industrial area. The project was being 產業園) developed into an industrial park in one phase. As at the valuation date, the project was under construction.

57 Zhuzhou Gaoxin The project is located at the southern Hunan 36, 75, 102, 112 152,300,000 100,500,000 56,600,000 GDV: 771,000,000 District Smart side of Gaotang Road and the western MCP-LV: 450 - 550 Manufacturing side of Xianyuehuan Road. The locality MCP-I: 2,900 - 3,200 Industrial Park of the project is a well-developed Rent-I: 12 - 15 I-4– III-44 – (株洲高新區智能製 industrial area served by various public Rent-A: 15 - 18 造產業園) facilities and convenient transportation CR-I: 6.2% - 6.7% network. The project was being CR-A: 5.7% - 6.2% developed into an industrial park in three phases. As at the valuation date, Phase I and portions of Phase II of the project were under construction, whilst Phase III and the remaining portion of Phase II were bare land.

58 Nanchang Xinjian The project is located at the western side Jiangxi 113 – – 83,900,000 MCP-LV: 450 - 500 Digital Smart of Jianmo Avenue and the northern side Manufacturing of Gongye Eighth Road. The locality of Industrial Park the project is a well-developed industrial (南昌新建數字化智 area served by various public facilities 造產業園) and convenient transportation network. The project will be developed into an industrial park in two phases. As at the valuation date, the project was bare land. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

59 Chongqing The project is located at the Chongqing 76 177,000,000 174,700,000 – GDV: 473,500,000 Bishan Smart southwestern side of Hufeng Avenue. MCP-I: 3,200 - 3,500 Manufacturing The locality of the project is a Base Industrial newly-developed industrial area. The Park project was being developed into an (重慶璧山智造產業 industrial park in one phase. As at the 園) valuation date, the project was under construction.

60 Chongqing The project is located at the eastern side Chongqing 103 41,400,000 41,400,000 – MCP-LV: 410 - 450 Banan Health of Yingmu Road and the southern side of Industrial Park Nanfu Road. The locality of the project is (重慶巴南大健康產 a newly-developed industrial area. The I-5– III-45 – 業園) project will be developed into an industrial park in one phase. As at the valuation date, the project was bare land.

61 Mianyang The project is located at the southern Sichuan 19, 104 163,200,000 163,200,000 – MCP-I: 2,500 - 2,800 Anzhou Qindong side of Liao’an Road and the western MCP-LV: 210 - 240 Future Vehicle side of Jian’an Road. The locality of the Industrial Park project is a well-developed industrial (綿陽安州擎動未來 area served by various public facilities 汽車產業園) and convenient transportation network. The project was being developed into an industrial park in two phases. As at the valuation date, Phase I was completed of which various industrial units were vacant for sale, whilst Phase II was bare land. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

62 Quanzhou Taishan The project is located at the northern Fujian 105 15,000,000 10,500,000 – MCP-LV: 410 - 450 District Intelligent side of Xingwei 2nd Road and the Grid & Electronic eastern side of Xingyuan Road. The Industrial Park locality of the project is a well-developed (泉州台商區智能電 industrial area served by various public 網電氣產業園) facilities and convenient transportation network. The project will be developed into an industrial park in one phase. As at the valuation date, the project was bare land.

63 Zhangzhou The project is located at the northern Fujian 20, 77 128,500,000 128,500,000 – GDV: 212,400,000 Xiangcheng Jinhu side of Jin’an Road. The locality of the MCP-I: 2,300 - 2,700 I-6– III-46 – Cloud Zhizao project is a well-developed industry area Town served by various public facilities and (漳州薌城金湖雲谷 convenient transportation network. The 智造小鎮) project was being developed into an industrial development in two phases. As at the valuation date, Phase I of the project was completed of which various industry units were vacant for sale, whilst Phase II was under construction.

64 Shenyang Shenbei The project is located at the northern Liaoning 21, 78 146,600,000 146,600,000 – GDV: 254,700,000 High-end Smart side of Fourth Ring Road. The locality of MCP-I: 2,800 - 3,100 Manufacturing the project is a well-developed industrial Industrial Park area served by various public facilities (瀋陽瀋北高端智能 and convenient transportation network. 製造產業園) The project was being developed into an industrial park in two phases. As at the valuation date, Phase I of the project was completed of which various industrial units were vacant for sale, whilst Phase II was under construction. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

65 Shenyang Tiexi The project is located at the northern Liaoning 106 39,300,000 38,900,000 – MCP-LV: 480 - 520 Sino-Germany side of Baoma Avenue. The locality of the Smart project is a newly-developed industrial Manufacturing area. The project will be developed into Valley an industrial park in one phase. As at the (瀋陽鐵西中德智造 valuation date, the project was bare land. 谷)

66 Shenyang Dadong The project is located at western side of Liaoning 107 29,900,000 23,000,000 – MCP-LV: 320 - 370 Vehicle Xiaogucheng Road. The locality of the Chuangzhicheng project is a newly-developed area. The Project project will be developed into an (瀋陽大東汽車創智 industrial park in one phase. As at the I-7– III-47 – 城項目) valuation date, the project was bare land.

67 Jinzhong Smart The project is located at the western side Shanxi 114 – – 89,100,000 MCP-LV: 520 - 570 Manufacturing of Nonggu Avenue and the northern side Future City of Weiqi Street. The locality of the project (晉中智造未來城) is a newly-developed industrial area. The project will be developed into an industrial park in one phase. As at the valuation date, the project was bare land.

68 Xi’an Airport The project is located at the northern Shaanxi 37, 79 205,700,000 205,700,000 – GDV: 601,500,000 Linkong Industrial side of Jianping Avenue. The locality of MCP-LV: 480 - 540 Port the project is a well-developed Industrial MCP-I: 3,800 - 4,200 (西安空港臨空產業 area served by various public facilities Rent-I: 16 - 20 港) and convenient transportation network. Rent-A: 26 - 29 The project was being developed into an CR-I: 5.7% - 6.2% industrial park in one phase. As at the CR-A: 5.3% - 5.7% valuation date, portions of the project were under construction whilst the remaining portion of the project was bare land. ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT. THIS OF COVER THE ON MUST “WARNING” INFORMATION HEADED THE THAT SECTION AND THE CHANGE WITH TO SUBJECT CONJUNCTION AND IN INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS PEDXIIPOET AUTO REPORT VALUATION PROPERTY III APPENDIX Market Value for Reference Market Value (for properties Market Value in Attributable to without proper existing state as the Group as at title certificates) Project Province/ Ref. to Property at the valuation the valuation as at the No. Project Name Brief Description of the Project Municipality Nos. date date valuation date Valuation Parameter (RMB) (RMB) (RMB)

69 Xi’an Qinhan The project is located at the southern Shaanxi 115 – – 53,800,000 MCP-LV: 520 - 600 Zhikang Cloud side of Fuyi Expressway and the eastern Valley Base side of Zhoucheng Road. The locality of (西安秦漢智康雲谷 the project is a well-developed industrial 基地) area served by various public facilities and convenient transportation network. The project will be developed into an industrial park in one phase. As at the valuation date, the project was bare land. I-8– III-48 – 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. APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY AND THE CAYMAN ISLANDS COMPANY LAW

Set out below is a summary of certain provisions of the Memorandum and Articles of Association of the Company and of certain aspects of Cayman company law.

The Company was incorporated in the Cayman Islands as an exempted company with limited liability on 12 January 2021 under the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands (the “Companies Act”). The Company’s constitutional documents consist of its Memorandum of Association (the “Memorandum”) and its Articles of Association (the “Articles”).

1. MEMORANDUM OF ASSOCIATION

(a) The Memorandum states, inter alia, that the liability of members of the Company is limited to the amount, if any, for the time being unpaid on the shares respectively held by them and that the objects for which the Company is established are unrestricted (including acting as an investment company), and that the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided in section 27(2) of the Companies Act and in view of the fact that the Company is an exempted company that the Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands.

(b) The Company may by special resolution alter its Memorandum with respect to any objects, powers or other matters specified therein.

2. ARTICLES OF ASSOCIATION

The Articles were conditionally adopted on [●] with effect from the [REDACTED]. The following is a summary of certain provisions of the Articles:

(a) Shares

(i) Classes of shares

The share capital of the Company consists of ordinary shares.

(ii) Variation of rights of existing shares or classes of shares

Subject to the Companies Act, if at any time the share capital of the Company is divided into different classes of shares, all or any of the special rights attached to the shares or any class of shares may (unless otherwise provided for by the terms of issue of that class) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting the provisions of the Articles relating to general meetings will mutatis mutandis apply, but so that the necessary quorum (other than at an

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adjourned meeting) shall be two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of that class and at any adjourned meeting two holders present in person or by proxy (whatever the number of shares held by them) shall be a quorum. Every holder of shares of the class shall be entitled to one vote for every such share held by him.

Any special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

(iii) Alteration of capital

The Company may by ordinary resolution of its members:

(i) increase its share capital by the creation of new shares;

(ii) consolidate all or any of its capital into shares of larger amount than its existing shares;

(iii) divide its shares into several classes and attach to such shares any preferential, deferred, qualified or special rights, privileges, conditions or restrictions as the Company in general meeting or as the directors may determine;

(iv) subdivide its shares or any of them into shares of smaller amount than is fixed by the Memorandum; or

(v) cancel any shares which, at the date of passing of the resolution, have not been taken and diminish the amount of its capital by the amount of the shares so cancelled.

The Company may reduce its share capital or any capital redemption reserve or other undistributable reserve in any way by special resolution.

(iv) Transfer of shares

All transfers of shares may be effected by an instrument of transfer in the usual or common form or in a form prescribed by The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or in such other form as the board may approve and which may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the board may approve from time to time.

Notwithstanding the foregoing, for so long as any shares are listed on the Stock Exchange, titles to such listed shares may be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the Stock

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Exchange that are or shall be applicable to such listed shares. The register of members in respect of its listed shares (whether the principal register or a branch register) may be kept by recording the particulars required by Section 40 of the Companies Act in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the Stock Exchange that are or shall be applicable to such listed shares.

The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the board may dispense with the execution of the instrument of transfer by the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect of that share.

The board may, in its absolute discretion, at any time transfer any share upon the principal register to any branch register or any share on any branch register to the principal register or any other branch register.

The board may decline to recognise any instrument of transfer unless a fee (not exceeding the maximum sum as the Stock Exchange may determine to be payable) determined by the Directors is paid to the Company, the instrument of transfer is properly stamped (if applicable), it is in respect of only one class of share and is lodged at the relevant registration office or registered office or such other place at which the principal register is kept accompanied by the relevant share certificate(s) and such other evidence as the board may reasonably require to show the right of the transferor to make the transfer (and if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do).

The registration of transfers may be suspended and the register closed on giving notice by advertisement in any newspaper or by any other means in accordance with the requirements of the Stock Exchange, at such times and for such periods as the board may determine. The register of members must not be closed for periods exceeding in the whole thirty (30) days in any year.

Subject to the above, fully paid shares are free from any restriction on transfer and free of all liens in favour of the Company.

(v) Power of the Company to purchase its own shares

The Company is empowered by the Companies Act and the Articles to purchase its own shares subject to certain restrictions and the board may only exercise this power on behalf of the Company subject to any applicable requirements imposed from time to time by the Stock Exchange.

Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender must be limited to a maximum price determined by the Company in general meeting. If purchases are by tender, tenders must be made available to all members alike.

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The board may accept the surrender for no consideration of any fully paid share.

(vi) Power of any subsidiary of the Company to own shares in the Company

There are no provisions in the Articles relating to ownership of shares in the Company by a subsidiary.

(vii) Calls on shares and forfeiture of shares

The board may from time to time make such calls upon the members in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal value of the shares or by way of premium). A call may be made payable either in one lump sum or by installments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding twenty per cent. (20%) per annum as the board may agree to accept from the day appointed for the payment thereof to the time of actual payment, but the board may waive payment of such interest wholly or in part. The board may, if it thinks fit, receive from any member willing to advance the same, either in money or money’s worth, all or any part of the monies uncalled and unpaid or installments payable upon any shares held by him, and upon all or any of the monies so advanced the Company may pay interest at such rate (if any) as the board may decide.

If a member fails to pay any call on the day appointed for payment thereof, the board may serve not less than fourteen (14) clear days’ notice on him requiring payment of so much of the call as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment and stating that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

If the requirements of any such notice are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the board to that effect. Such forfeiture will include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, notwithstanding, remain liable to pay to the Company all monies which, at the date of forfeiture, were payable by him to the Company in respect of the shares, together with (if the board shall in its discretion so require) interest thereon from the date of forfeiture until the date of actual payment at such rate not exceeding twenty per cent. (20%) per annum as the board determines.

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(b) Directors

(i) Appointment, retirement and removal

At each annual general meeting, one third of the Directors for the time being (or if their number is not a multiple of three, then the number nearest to but not less than one third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. The Directors to retire by rotation shall include any Director who wishes to retire and not offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment but as between persons who became or were last re-elected Directors on the same day those to retire will (unless they otherwise agree among themselves) be determined by lot.

Neither a Director nor an alternate Director is required to hold any shares in the Company by way of qualification. Further, there are no provisions in the Articles relating to retirement of Directors upon reaching any age limit.

The Directors have the power to appoint any person as a Director either to fill a casual vacancy on the board or as an addition to the existing board. Any Director appointed to fill a casual vacancy shall hold office until the first general meeting of members after his appointment and be subject to re-election at such meeting and any Director appointed as an addition to the existing board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

A Director may be removed by an ordinary resolution of the Company before the expiration of his period of office (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company) and members of the Company may by ordinary resolution appoint another in his place. Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two. There is no maximum number of Directors.

The office of director shall be vacated if:

(aa) he resigns by notice in writing delivered to the Company;

(bb) he becomes of unsound mind or dies;

(cc) without special leave, he is absent from meetings of the board for six (6) consecutive months, and the board resolves that his office is vacated;

(dd) he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

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(ee) he is prohibited from being a director by law; or

(ff) he ceases to be a director by virtue of any provision of law or is removed from office pursuant to the Articles.

The board may appoint one or more of its body to be managing director, joint managing director, or deputy managing director or to hold any other employment or executive office with the Company for such period and upon such terms as the board may determine and the board may revoke or terminate any of such appointments. The board may delegate any of its powers, authorities and discretions to committees consisting of such Director or Directors and other persons as the board thinks fit, and it may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed must, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations that may from time to time be imposed upon it by the board.

(ii) Power to allot and issue shares and warrants

Subject to the provisions of the Companies Act and the Memorandum and Articles and to any special rights conferred on the holders of any shares or class of shares, any share may be issued (a) with or have attached thereto such rights, or such restrictions, whether with regard to dividend, voting, return of capital, or otherwise, as the Directors may determine, or (b) on terms that, at the option of the Company or the holder thereof, it is liable to be redeemed.

The board may issue warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for any class of shares or securities in the capital of the Company on such terms as it may determine.

Subject to the provisions of the Companies Act and the Articles and, where applicable, the rules of the Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, all unissued shares in the Company are at the disposal of the board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times, for such consideration and on such terms and conditions as it in its absolute discretion thinks fit, but so that no shares shall be issued at a discount to their nominal value.

Neither the Company nor the board is obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the board, be unlawful or impracticable. Members

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affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever.

(iii) Power to dispose of the assets of the Company or any of its subsidiaries

There are no specific provisions in the Articles relating to the disposal of the assets of the Company or any of its subsidiaries. The Directors may, however, exercise all powers and do all acts and things which may be exercised or done or approved by the Company and which are not required by the Articles or the Companies Act to be exercised or done by the Company in general meeting.

(iv) Borrowing powers

The board may exercise all the powers of the Company to raise or borrow money, to mortgage or charge all or any part of the undertaking, property and assets and uncalled capital of the Company and, subject to the Companies Act, to issue debentures, bonds and other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

(v) Remuneration

The ordinary remuneration of the Directors is to be determined by the Company in general meeting, such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as the board may agree or, failing agreement, equally, except that any Director holding office for part only of the period in respect of which the remuneration is payable shall only rank in such division in proportion to the time during such period for which he held office. The Directors are also entitled to be prepaid or repaid all travelling, hotel and incidental expenses reasonably expected to be incurred or incurred by them in attending any board meetings, committee meetings or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties as Directors.

Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the board go beyond the ordinary duties of a Director may be paid such extra remuneration as the board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration as a Director. An executive Director appointed to be a managing director, joint managing director, deputy managing director or other executive officer shall receive such remuneration and such other benefits and allowances as the board may from time to time decide. Such remuneration may be either in addition to or in lieu of his remuneration as a Director.

The board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in

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business) in establishing and making contributions out of the Company’s monies to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or past Director who may hold or have held any executive office or any office of profit with the Company or any of its subsidiaries) and ex-employees of the Company and their dependents or any class or classes of such persons.

The board may pay, enter into agreements to pay or make grants of revocable or irrevocable, and either subject or not subject to any terms or conditions, pensions or other benefits to employees and ex-employees and their dependents, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependents are or may become entitled under any such scheme or fund as is mentioned in the previous paragraph. Any such pension or benefit may, as the board considers desirable, be granted to an employee either before and in anticipation of, or upon or at any time after, his actual retirement.

The board may resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and the profit and loss account) whether or not the same is available for distribution by applying such sum in paying up unissued shares to be allotted to (i) employees (including directors) of the Company and/or its affiliates (meaning any individual, corporation, partnership, association, joint-stock company, trust, unincorporated association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Company) upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the members in general meeting, or (ii) any trustee of any trust to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the members in general meeting.

(vi) Compensation or payments for loss of office

Pursuant to the Articles, payments to any Director or past Director of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the Director is contractually entitled) must be approved by the Company in general meeting.

(vii) Loans and provision of security for loans to Directors

The Company must not make any loan, directly or indirectly, to a Director or his close associate(s) if and to the extent it would be prohibited by the Companies Ordinance (Chapter 622 of the laws of Hong Kong) as if the Company were a company incorporated in Hong Kong.

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(viii) Disclosure of interests in contracts with the Company or any of its subsidiaries

A Director may hold any other office or place of profit with the Company (except that of the auditor of the Company) in conjunction with his office of Director for such period and upon such terms as the board may determine, and may be paid such extra remuneration therefor in addition to any remuneration provided for by or pursuant to the Articles. A Director may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the members for any remuneration, profits or other benefits received by him as a director, officer or member of, or from his interest in, such other company. The board may also cause the voting power conferred by the shares in any other company held or owned by the Company to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company.

No Director or proposed or intended Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or the fiduciary relationship thereby established. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company must declare the nature of his interest at the meeting of the board at which the question of entering into the contract or arrangement is first taken into consideration, if he knows his interest then exists, or in any other case, at the first meeting of the board after he knows that he is or has become so interested.

A Director shall not vote (nor be counted in the quorum) on any resolution of the board approving any contract or arrangement or other proposal in which he or any of his close associates is materially interested, but this prohibition does not apply to any of the following matters, namely:

(aa) any contract or arrangement for giving to such Director or his close associate(s) any security or indemnity in respect of money lent by him or any of his close associates or obligations incurred or undertaken by him or any of his close associates at the request of or for the benefit of the Company or any of its subsidiaries;

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(bb) any contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;

(cc) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

(dd) any contract or arrangement in which the Director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company; or

(ee) any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death, or disability benefits scheme or other arrangement which relates both to Directors, his close associates and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.

The board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have an additional or casting vote.

(d) Alterations to constitutional documents and the Company’s name

The Articles may be rescinded, altered or amended by the Company in general meeting by special resolution. The Articles state that a special resolution shall be required to alter the provisions of the Memorandum, to amend the Articles or to change the name of the Company.

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(e) Meetings of members

(i) Special and ordinary resolutions

A special resolution of the Company must be passed by a majority of not less than three-fourths of the votes cast by such members as, being entitled so to do, vote in person or, in the case of such members as are corporations, by their duly authorised representatives or, where proxies are allowed, by proxy at a general meeting of which notice has been duly given in accordance with the Articles.

Under the Companies Act, a copy of any special resolution must be forwarded to the Registrar of Companies in the Cayman Islands within fifteen (15) days of being passed.

An ordinary resolution is defined in the Articles to mean a resolution passed by a simple majority of the votes of such members of the Company as, being entitled to do so, vote in person or, in the case of corporations, by their duly authorised representatives or, where proxies are allowed, by proxy at a general meeting of which notice has been duly given in accordance with the Articles.

(ii) Voting rights and right to demand a poll

Subject to any special rights or restrictions as to voting for the time being attached to any shares, at any general meeting on a poll every member present in person or by proxy or, in the case of a member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or installments is treated for the foregoing purposes as paid up on the share. A member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

At any general meeting a resolution put to the vote of the meeting is to be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands.

If a recognised clearing house (or its nominee(s)) is a member of the Company it may authorise such person or persons as it thinks fit to act as its representative(s) at any meeting of the Company or at any meeting of any class of members of the Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person authorised pursuant to this provision shall be deemed to

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have been duly authorised without further evidence of the facts and be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by that clearing house (or its nominee(s)) including, where a show of hands is allowed, the right to vote individually on a show of hands.

Where the Company has any knowledge that any shareholder is, under the rules of the Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

(iii) Annual general meetings and extraordinary general meetings

The Company must hold an annual general meeting of the Company every year within a period of not more than fifteen (15) months after the holding of the last preceding annual general meeting or a period of not more than eighteen (18) months from the date of adoption of the Articles, unless a longer period would not infringe the rules of the Stock Exchange.

Extraordinary general meetings may be convened on the requisition of one or more shareholders holding, at the date of deposit of the requisition, not less than one-tenth of the paid up capital of the Company having the right of voting at general meetings. Such requisition shall be made in writing to the board or the secretary for the purpose of requiring an extraordinary general meeting to be called by the board for the transaction of any business specified in such requisition. Such meeting shall be held within 2 months after the deposit of such requisition. If within 21 days of such deposit, the board fails to proceed to convene such meeting, the requisitionist(s) himself/herself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the board shall be reimbursed to the requisitionist(s) by the Company.

(iv) Notices of meetings and business to be conducted

An annual general meeting must be called by notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days. All other general meetings must be called by notice of at least fourteen (14) clear days and not less than ten (10) clear business days. The notice is exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and must specify the time and place of the meeting and particulars of resolutions to be considered at the meeting and, in the case of special business, the general nature of that business.

In addition, notice of every general meeting must be given to all members of the Company other than to such members as, under the provisions of the Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, and also to, among others, the auditors for the time being of the Company.

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Any notice to be given to or by any person pursuant to the Articles may be served on or delivered to any member of the Company personally, by post to such member’s registered address or by advertisement in newspapers in accordance with the requirements of the Stock Exchange. Subject to compliance with Cayman Islands law and the rules of the Stock Exchange, notice may also be served or delivered by the Company to any member by electronic means.

All business that is transacted at an extraordinary general meeting and at an annual general meeting is deemed special, save that in the case of an annual general meeting, each of the following business is deemed an ordinary business:

(aa) the declaration and sanctioning of dividends;

(bb) the consideration and adoption of the accounts and balance sheet and the reports of the directors and the auditors;

(cc) the election of directors in place of those retiring;

(dd) the appointment of auditors and other officers; and

(ee) the fixing of the remuneration of the directors and of the auditors.

(v) Quorum for meetings and separate class meetings

No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment of a chairman.

The quorum for a general meeting shall be two members present in person (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy and entitled to vote. In respect of a separate class meeting (other than an adjourned meeting) convened to sanction the modification of class rights the necessary quorum shall be two persons holding or representing by proxy not less than one-third in nominal value of the issued shares of that class.

(vi) Proxies

Any member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company and is entitled to exercise the same powers on behalf of a member who is an individual and for whom he acts as proxy as such member could exercise. In addition, a proxy is entitled to exercise the same powers on behalf of a member which is a corporation and for which he acts as proxy as such member could exercise as if it were an individual member. Votes may be given either personally (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy.

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(f) Accounts and audit

The board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Companies Act or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

The accounting records must be kept at the registered office or at such other place or places as the board decides and shall always be open to inspection by any Director. No member (other than a Director) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the board or the Company in general meeting. However, an exempted company must make available at its registered office in electronic form or any other medium, copies of its books of account or parts thereof as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act of the Cayman Islands.

A copy of every balance sheet and profit and loss account (including every document required by law to be annexed thereto) which is to be laid before the Company at its general meeting, together with a printed copy of the Directors’ report and a copy of the auditors’ report, shall not less than twenty-one (21) days before the date of the meeting and at the same time as the notice of annual general meeting be sent to every person entitled to receive notices of general meetings of the Company under the provisions of the Articles; however, subject to compliance with all applicable laws, including the rules of the Stock Exchange, the Company may send to such persons summarised financial statements derived from the Company’s annual accounts and the directors’ report instead provided that any such person may by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

At the annual general meeting or at a subsequent extraordinary general meeting in each year, the members shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting. Moreover, the members may, at any general meeting, by special resolution remove the auditor at any time before the expiration of his terms of office and shall by ordinary resolution at that meeting appoint another auditor for the remainder of his term. The remuneration of the auditors shall be fixed by the Company in general meeting or in such manner as the members may determine.

The financial statements of the Company shall be audited by the auditor in accordance with generally accepted auditing standards which may be those of a country or jurisdiction other than the Cayman Islands. The auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the auditor must be submitted to the members in general meeting.

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(g) Dividends and other methods of distribution

The Company in general meeting may declare dividends in any currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by the board.

The Articles provide dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Companies Act.

Except in so far as the rights attaching to, or the terms of issue of, any share may otherwise provide, (i) all dividends shall be declared and paid according to the amounts paid up on the shares in respect whereof the dividend is paid but no amount paid up on a share in advance of calls shall for this purpose be treated as paid up on the share and (ii) all dividends shall be apportioned and paid pro rata according to the amount paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. The Directors may deduct from any dividend or other monies payable to any member or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

Whenever the board or the Company in general meeting has resolved that a dividend be paid or declared on the share capital of the Company, the board may further resolve either (a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment, or (b) that shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the board may think fit.

The Company may also upon the recommendation of the board by an ordinary resolution resolve in respect of any one particular dividend of the Company that it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address, or in the case of joint holders, addressed to the holder whose name stands first in the register of the Company in respect of the shares at his address as appearing in the register or addressed to such person and at such addresses as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register in respect of

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such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

Whenever the board or the Company in general meeting has resolved that a dividend be paid or declared the board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind.

All dividends or bonuses unclaimed for one year after having been declared may be invested or otherwise made use of by the board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the board and shall revert to the Company.

No dividend or other monies payable by the Company on or in respect of any share shall bear interest against the Company.

(h) Inspection of corporate records

Pursuant to the Articles, the register and branch register of members shall be open to inspection for at least two (2) hours during business hours by members without charge, or by any other person upon a maximum payment of HK$2.50 or such lesser sum specified by the board, at the registered office or such other place at which the register is kept in accordance with the Companies Act or, upon a maximum payment of HK$1.00 or such lesser sum specified by the board, at the office where the branch register of members is kept, unless the register is closed in accordance with the Articles.

(i) Rights of minorities in relation to fraud or oppression

There are no provisions in the Articles relating to rights of minority shareholders in relation to fraud or oppression. However, certain remedies are available to shareholders of the Company under Cayman Islands law, as summarised in paragraph 3(f) of this Appendix.

(j) Procedures on liquidation

A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

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Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares:

(i) if the Company is wound up and the assets available for distribution amongst the members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively; and

(ii) if the Company is wound up and the assets available for distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

If the Company is wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Companies Act divide among the members in specie or kind the whole or any part of the assets of the Company whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like authority, shall think fit, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

(k) Subscription rights reserve

The Articles provide that to the extent that it is not prohibited by and is in compliance with the Companies Act, if warrants to subscribe for shares have been issued by the Company and the Company does any act or engages in any transaction which would result in the subscription price of such warrants being reduced below the par value of a share, a subscription rights reserve shall be established and applied in paying up the difference between the subscription price and the par value of a share on any exercise of the warrants.

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3. CAYMAN ISLANDS COMPANY LAW

The Company is incorporated in the Cayman Islands subject to the Companies Act and, therefore, operates subject to Cayman Islands law. Set out below is a summary of certain provisions of Cayman company law, although this does not purport to contain all applicable qualifications and exceptions or to be a complete review of all matters of Cayman company law and taxation, which may differ from equivalent provisions in jurisdictions with which interested parties may be more familiar:

(a) Company operations

As an exempted company, the Company’s operations must be conducted mainly outside the Cayman Islands. The Company is required to file an annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee which is based on the amount of its authorised share capital.

(b) Share capital

The Companies Act provides that where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the value of the premiums on those shares shall be transferred to an account, to be called the “share premium account”. At the option of a company, these provisions may not apply to premiums on shares of that company allotted pursuant to any arrangement in consideration of the acquisition or cancellation of shares in any other company and issued at a premium.

The Companies Act provides that the share premium account may be applied by the company subject to the provisions, if any, of its memorandum and articles of association in (a) paying distributions or dividends to members; (b) paying up unissued shares of the company to be issued to members as fully paid bonus shares; (c) the redemption and repurchase of shares (subject to the provisions of section 37 of the Companies Act); (d) writing-off the preliminary expenses of the company; and (e) writing-off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company.

No distribution or dividend may be paid to members out of the share premium account unless immediately following the date on which the distribution or dividend is proposed to be paid, the company will be able to pay its debts as they fall due in the ordinary course of business.

The Companies Act provides that, subject to confirmation by the Grand Court of the Cayman Islands (the “Court”), a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, by special resolution reduce its share capital in any way.

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There is no statutory restriction in the Cayman Islands on the provision of financial assistance by a company to another person for the purchase of, or subscription for, its own or its holding company’s shares. Accordingly, a company may provide financial assistance if the directors of the company consider, in discharging their duties of care and acting in good faith, for a proper purpose and in the interests of the company, that such assistance can properly be given. Such assistance should be on an arm’s-length basis.

(d) Purchase of shares and warrants by a company and its subsidiaries

A company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, issue shares which are to be redeemed or are liable to be redeemed at the option of the company or a shareholder and the Companies Act expressly provides that it shall be lawful for the rights attaching to any shares to be varied, subject to the provisions of the company’s articles of association, so as to provide that such shares are to be or are liable to be so redeemed. In addition, such a company may, if authorised to do so by its articles of association, purchase its own shares, including any redeemable shares. However, if the articles of association do not authorise the manner and terms of purchase, a company cannot purchase any of its own shares unless the manner and terms of purchase have first been authorised by an ordinary resolution of the company. At no time may a company redeem or purchase its shares unless they are fully paid. A company may not redeem or purchase any of its shares if, as a result of the redemption or purchase, there would no longer be any issued shares of the company other than shares held as treasury shares. A payment out of capital by a company for the redemption or purchase of its own shares is not lawful unless immediately following the date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business.

Shares purchased by a company is to be treated as cancelled unless, subject to the memorandum and articles of association of the company, the directors of the company resolve to hold such shares in the name of the company as treasury shares prior to the purchase. Where shares of a company are held as treasury shares, the company shall be entered in the register of members as holding those shares, however, notwithstanding the foregoing, the company is not be treated as a member for any purpose and must not exercise any right in respect of the treasury shares, and any purported exercise of such a right shall be void, and a treasury share must not be voted, directly or indirectly, at any meeting of the company and must not be counted in determining the total number of issued shares at any given time, whether for the purposes of the company’s articles of association or the Companies Act.

A company is not prohibited from purchasing and may purchase its own warrants subject to and in accordance with the terms and conditions of the relevant warrant instrument or certificate. There is no requirement under Cayman Islands law that a company’s memorandum or articles of association contain a specific provision enabling

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such purchases and the directors of a company may rely upon the general power contained in its memorandum of association to buy and sell and deal in personal property of all kinds.

Under Cayman Islands law, a subsidiary may hold shares in its holding company and, in certain circumstances, may acquire such shares.

(e) Dividends and distributions

The Companies Act permits, subject to a solvency test and the provisions, if any, of the company’s memorandum and articles of association, the payment of dividends and distributions out of the share premium account. With the exception of the foregoing, there are no statutory provisions relating to the payment of dividends. Based upon English case law, which is regarded as persuasive in the Cayman Islands, dividends may be paid only out of profits.

No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to members on a winding up) may be made to the company, in respect of a treasury share.

(f) Protection of minorities and shareholders’ suits

The Courts ordinarily would be expected to follow English case law precedents which permit a minority shareholder to commence a representative action against or derivative actions in the name of the company to challenge (a) an act which is ultra vires the company or illegal, (b) an act which constitutes a fraud against the minority and the wrongdoers are themselves in control of the company, and (c) an irregularity in the passing of a resolution which requires a qualified (or special) majority.

In the case of a company (not being a bank) having a share capital divided into shares, the Court may, on the application of members holding not less than one fifth of the shares of the company in issue, appoint an inspector to examine into the affairs of the company and to report thereon in such manner as the Court shall direct.

Any shareholder of a company may petition the Court which may make a winding up order if the Court is of the opinion that it is just and equitable that the company should be wound up or, as an alternative to a winding up order, (a) an order regulating the conduct of the company’s affairs in the future, (b) an order requiring the company to refrain from doing or continuing an act complained of by the shareholder petitioner or to do an act which the shareholder petitioner has complained it has omitted to do, (c) an order authorising civil proceedings to be brought in the name and on behalf of the company by the shareholder petitioner on such terms as the Court may direct, or (d) an order providing for the purchase of the shares of any shareholders of the company by other shareholders or by the company itself and, in the case of a purchase by the company itself, a reduction of the company’s capital accordingly.

Generally claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by the company’s memorandum and articles of association.

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(g) Disposal of assets

The Companies Act contains no specific restrictions on the power of directors to dispose of assets of a company. However, as a matter of general law, every officer of a company, which includes a director, managing director and secretary, in exercising his powers and discharging his duties must do so honestly and in good faith with a view to the best interests of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(h) Accounting and auditing requirements

A company must cause proper books of account to be kept with respect to (i) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (ii) all sales and purchases of goods by the company; and (iii) the assets and liabilities of the company.

Proper books of account shall not be deemed to be kept if there are not kept such books as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions.

An exempted company must make available at its registered office in electronic form or any other medium, copies of its books of account or parts thereof as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act of the Cayman Islands.

(i) Exchange control

There are no exchange control regulations or currency restrictions in the Cayman Islands.

(j) Taxation

Pursuant to the Tax Concessions Act of the Cayman Islands, the Company has obtained an undertaking:

(1) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciation shall apply to the Company or its operations; and

(2) that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on or in respect of the shares, debentures or other obligations of the Company.

The undertaking for the Company is for a period of twenty years from 15 January 2021.

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The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save for certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. The Cayman Islands are a party to a double tax treaty entered into with the United Kingdom in 2010 but otherwise is not party to any double tax treaties.

(k) Stamp duty on transfers

No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands.

(l) Loans to directors

There is no express provision in the Companies Act prohibiting the making of loans by a company to any of its directors.

(m) Inspection of corporate records

The notice of registered office is a matter of public record. A list of the names of the current directors and alternate directors (if applicable) is made available by the Registrar of Companies for inspection by any person on payment of a fee. The register of mortgages is open to inspection by creditors and members.

Members of the Company have no general right under the Companies Act to inspect or obtain copies of the register of members or corporate records of the Company. They will, however, have such rights as may be set out in the Company’s Articles.

(n) Register of members

An exempted company may maintain its principal register of members and any branch registers at such locations, whether within or without the Cayman Islands, as the directors may, from time to time, think fit. The register of members shall contain such particulars as required by Section 40 of the Companies Act. A branch register must be kept in the same manner in which a principal register is by the Companies Act required or permitted to be kept. The company shall cause to be kept at the place where the company’s principal register is kept a duplicate of any branch register duly entered up from time to time.

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There is no requirement under the Companies Act for an exempted company to make any returns of members to the Registrar of Companies of the Cayman Islands. The names and addresses of the members are, accordingly, not a matter of public record and are not available for public inspection. However, an exempted company shall make available at its registered office, in electronic form or any other medium, such register of members, including any branch register of members, as may be required of it upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act of the Cayman Islands.

(o) Register of Directors and Officers

The Company is required to maintain at its registered office a register of directors and officers which is not available for inspection by the public. A copy of such register must be filed with the Registrar of Companies in the Cayman Islands and any change must be notified to the Registrar within thirty (30) days of any change in such directors or officers.

(p) Beneficial Ownership Register

An exempted company is required to maintain a beneficial ownership register at its registered office that records details of the persons who ultimately own or control, directly or indirectly, 25% or more of the equity interests or voting rights of the company or have rights to appoint or remove a majority of the directors of the company. The beneficial ownership register is not a public document and is only accessible by a designated competent authority of the Cayman Islands. Such requirement does not, however, apply to an exempted company with its shares listed on an approved stock exchange, which includes the Stock Exchange. Accordingly, for so long as the shares of the Company are listed on the Stock Exchange, the Company is not required to maintain a beneficial ownership register.

(q) Winding up

A company may be wound up (a) compulsorily by order of the Court, (b) voluntarily, or (c) under the supervision of the Court.

The Court has authority to order winding up in a number of specified circumstances including where the members of the company have passed a special resolution requiring the company to be wound up by the Court, or where the company is unable to pay its debts, or where it is, in the opinion of the Court, just and equitable to do so. Where a petition is presented by members of the company as contributories on the ground that it is just and equitable that the company should be wound up, the Court has the jurisdiction to make certain other orders as an alternative to a winding-up order, such as making an order regulating the conduct of the company’s affairs in the future, making an order authorising civil proceedings to be brought in the name and on behalf of the company by the petitioner on such terms as the Court may direct, or making an order providing for the purchase of the shares of any of the members of the company by other members or by the company itself.

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A company (save with respect to a limited duration company) may be wound up voluntarily when the company so resolves by special resolution or when the company in general meeting resolves by ordinary resolution that it be wound up voluntarily because it is unable to pay its debts as they fall due. In the case of a voluntary winding up, such company is obliged to cease to carry on its business (except so far as it may be beneficial for its winding up) from the time of passing the resolution for voluntary winding up or upon the expiry of the period or the occurrence of the event referred to above.

For the purpose of conducting the proceedings in winding up a company and assisting the Court therein, there may be appointed an official liquidator or official liquidators; and the court may appoint to such office such person, either provisionally or otherwise, as it thinks fit, and if more persons than one are appointed to such office, the Court must declare whether any act required or authorised to be done by the official liquidator is to be done by all or any one or more of such persons. The Court may also determine whether any and what security is to be given by an official liquidator on his appointment; if no official liquidator is appointed, or during any vacancy in such office, all the property of the company shall be in the custody of the Court.

As soon as the affairs of the company are fully wound up, the liquidator must make a report and an account of the winding up, showing how the winding up has been conducted and how the property of the company has been disposed of, and thereupon call a general meeting of the company for the purposes of laying before it the account and giving an explanation thereof. This final general meeting must be called by at least 21 days’ notice to each contributory in any manner authorised by the company’s articles of association and published in the Gazette.

(r) Reconstructions

There are statutory provisions which facilitate reconstructions and amalgamations approved by a majority in number representing seventy-five per cent. (75%) in value of shareholders or class of shareholders or creditors, as the case may be, as are present at a meeting called for such purpose and thereafter sanctioned by the Court. Whilst a dissenting shareholder would have the right to express to the Court his view that the transaction for which approval is sought would not provide the shareholders with a fair value for their shares, the Court is unlikely to disapprove the transaction on that ground alone in the absence of evidence of fraud or bad faith on behalf of management.

(s) Take-overs

Where an offer is made by a company for the shares of another company and, within four (4) months of the offer, the holders of not less than ninety per cent. (90%) of the shares which are the subject of the offer accept, the offeror may at any time within two (2) months after the expiration of the said four (4) months, by notice in the prescribed manner require the dissenting shareholders to transfer their shares on the terms of the offer. A dissenting shareholder may apply to the Court within one (1) month of the notice objecting to the transfer. The burden is on the dissenting shareholder to show that the Court should exercise its discretion, which it will be unlikely to do unless there is evidence of fraud or

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bad faith or collusion as between the offeror and the holders of the shares who have accepted the offer as a means of unfairly forcing out minority shareholders.

(t) Indemnification

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Court to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime).

(u) Economic Substance Requirements

Pursuant to the International Tax Cooperation (Economic Substance) Act, 2018 of the Cayman Islands (“ES Act”) that came into force on 1 January 2019, a “relevant entity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is the Company; however, it does not include an entity that is tax resident outside the Cayman Islands. Accordingly, for so long as the Company is a tax resident outside the Cayman Islands, including in Hong Kong, it is not required to satisfy the economic substance test set out in the ES Act.

4. GENERAL

Conyers Dill & Pearman, the Company’s special legal counsel on Cayman Islands law, have sent to the Company a letter of advice summarising certain aspects of Cayman Islands company law. This letter, together with a copy of the Companies Act, is available for inspection as referred to in the paragraph headed “Documents available for inspection” in Appendix VI to this document. Any person wishing to have a detailed summary of Cayman Islands company law or advice on the differences between it and the laws of any jurisdiction with which he is more familiar is recommended to seek independent legal advice.

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A. FURTHER INFORMATION ABOUT OUR COMPANY

1. Incorporation of our Company

Our Company was incorporated in the Cayman Islands under the Cayman Islands Companies Act as an exempted company with limited liability on January 12, 2021. Our Company has established its principal place of business in Hong Kong at 40th Floor, Dah Sing Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong and was registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on [●], 2021. Ms. Lee Shuk Man has been appointed as the authorized representative of our Company for the acceptance of service of process and notices on behalf of our Company in Hong Kong.

As our Company was incorporated in the Cayman Islands, its operations are subject to the Cayman Islands Companies Act, the Memorandum and the Articles and the applicable laws of the Cayman islands. A summary of certain provisions of the Memorandum and Articles and relevant aspects of the Cayman Islands Companies Act is set out in “Summary of the Constitution of the Company and the Cayman Islands Company Law” in Appendix IV to this document.

2. Changes in the share capital of our Company

As of the date of incorporation of our Company, the authorized share capital of our Company was HK$380,000 divided into 38,000,000 Shares of HK$0.01 each. Upon its incorporation, one Share of par value HK$0.01 was allotted and issued to an initial subscriber who is an Independent Third Party on January 12, 2021, which was then transferred to ChenJins Holdings, which is wholly owned by ChenJs Holdings, which in turn is wholly owned by Mr. Chen. On the same date, an additional 12 Shares were allotted and issued at par in the following manner:

(a) one Share to CongXf Holdings Limited (“CongXf Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Cong Xuefeng;

(b) one Share to LiJ Holdings Limited (“LiJ Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Li Jin;

(c) one Share to ZhouL Holdings Limited (“ZhouL Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Zhou Lei;

(d) one Share to ZhangJ Holdings Limited (“ZhangJ Holdings”), a company incorporated in the BVI with limited liability which is wholly owned by Mr. Zhang Jun;

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