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 AND DEVELOPMENT

OUR BUSINESS DEVELOPMENT

Our business was first incepted in 1992 with the establishment of Dadi, our principal operating subsidiary, the majority interests in which were subsequently acquired by Hengda in 2005. Xuchang Hengda, our another principal operating subsidiary, was founded in 1998 by Mr. Li Dongfa, the father of Mr. Li (the executive Director and Chairman), as well as several other shareholders. Since Xuchang Hengda’s acquisition of the majority interests in Henan Dadi, we have been expanding through establishment and/or acquisition of equity interests in other operating companies. Upon completion of the Reorganisation, there are currently eight operating subsidiaries in the PRC within our structure. We commenced our property development business with a primary focus on Xuchang City, Henan Province. We implemented a development strategy of utilising Xuchang City as our home base and expanding into the surrounding areas such as City and City to capitalise on the fast-paced economic development of, and rapid-growing housing demand in, these regions. With a strong track record of more than 25 years in property development, we have built a strong presence in Henan Province, particularly in Xuchang City.

The following is a summary of our key business development milestones: Late 1992 to 1993 Establishment of Henan Dadi and started to engage in the development of residential property projects in Henan Province. 1996 Hengdali Markets commenced operation – the first commercial property project of our Group 1998 Establishment of Xuchang Hengda – Participated in a focused Urban Development Scheme by Xuchang City – Chunqiu Garden (春秋花園) 2007 Establishment of Songji Dadi – Started the project named Xuchang Jian’an Mingjia (許昌建安名家) 2008 Establishment of Xinyang Hengda – expanded our footprint to Xinyang City and started the development of Xinyang Mingmen Shangju (信陽名門尚居) 2009 Establishment of Yuzhou Hengda – expanded our footprint to Yuzhou City and started the development of Yuzhou Sunshine City 2011 Establishment of Changge Hengda – expanded our footprint to Changge City and started the development of Changge Sunshine City Our Xuchang Hengda was recognised as “The State’s First-tier Quality Property Developer” 2013 Acquisition of Jiari Baocheng and started the development of King of the North Project, a focused project in Xuchang City 2016 Acquisition of Xuchang Hengmu Our Yuzhou Hengda was recognised as “The State’s First-tier Quality Property Developer”

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OUR CORPORATE DEVELOPMENT

Introduction

In preparation for the [REDACTED], our Company was incorporated in the Cayman Islands under the Cayman Companies Law as an exempted company with limited liability on 22 July 2016 as the [REDACTED] vehicle. Pursuant to the Reorganisation commenced in March 2012 following the incorporation of Dadi HK and as more particularly described in “Reorganisation” in this document, our Company became the holding company of our Group for the purpose of the [REDACTED]. Accordingly, our Company held, through Dadi BVI and Dadi HK as at the Latest Practicable Date, the shareholding in each of the eight operating subsidiaries of our Group (namely Henan Dadi, Songji Dadi, Xuchang Hengmu, Xuchang Hengda, Xinyang Hengda, Yuzhou Hengda, Changge Hengda and Jiari Baocheng).

The following describes the corporate history of our Company and its subsidiaries which is material to our performance during the Track Record Period.

Our Company

We were incorporated on 22 July 2016 as an exempted company in the Cayman Islands.

As a result of the Reorganisation and before the [REDACTED], our Company became the holding company of our Group, and entire issued share capital of our Company was held by Ever Enhancement BVI as to 95.00% and Ever Enrichment BVI as to 5.00%. Please refer to the section headed “Reorganisation” for further details. The principal business of our Company is investment holding.

Group’s subsidiaries in the BVI and Hong Kong

Dadi BVI

Dadi BVI was incorporated on 10 June 2013 in the BVI with an authorised share capital of US$50,000 divided into 50,000 shares of US$1.00 each, of which one share was allotted and issued fully-paid on incorporation to Mr. Li, at par, for a consideration of US$1 being properly and legally completed and settled.

As a result of the Reorganisation, Dadi BVI became a direct wholly owned subsidiary of our Company. Please refer to the section headed “Reorganisation” for further details. The principal business of Dadi BVI is investment holding.

Dadi HK

Dadi HK was incorporated on 14 March 2012 in Hong Kong with an authorised share capital of HK$10,000 divided into 10,000 shares of HK$1.00 each, of which 100 shares were allotted and issued fully-paid on incorporation to Mr. Li, at par, for a consideration of HK$100 being properly and legally completed and settled.

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As a result of the Reorganisation, Dadi HK became an indirect wholly owned subsidiary of our Company through Dadi BVI. Please refer to the section headed “Reorganisation” for further details. The principal business of Dadi HK is investment holding.

Group’s subsidiaries in the PRC

Henan Dadi

As one of the principal operating subsidiaries of our Group in the PRC, Henan Dadi was established by three Independent Third Parties on as a sino-foreign joint venture (中外合資經 營企業) and commenced its business operations on 29 July 1992, with an initial registered capital of US$2 million, which was fully paid up in cash. Henan Dadi first became interested by members of our Group in December 2004 as a result of Xuchang Hengda having acquired interests therein from Independent Third Parties. Notwithstanding a series of equity transfer and capital enlargement conducted since the date of establishment, during the Track Record Period there had been no change in the shareholding structure of Henan Dadi which remained to be wholly owned by Dadi HK.

Following the completion of the Reorganisation and up to the Latest Practicable Date, Henan Dadi became the wholly owned subsidiary of Dadi HK and accordingly an indirect wholly owned subsidiary of our Company. The principal businesses of Henan Dadi are related to the development, sales, rental and other ancillary services in relation to properties set out in rural-urban development plans.

Xuchang Hengda

As another principal operating subsidiary of our Group in the PRC, Xuchang Hengda was founded by Li Dongfa, the father of Mr. Li, as well as several other individuals on 3 June 1998 as a limited liability company (有限責任公司) with an initial registered capital of RMB10 million, which was confirmed to have been fully paid up in cash and by way of transfer of properties on 2 June 1998. Xuchang Hengda first became interested by members of our Group in September 2013 as a result of Henan Dadi having acquired interests therein from Henan Hengda Investment. Notwithstanding a series of equity transfer and capital enlargement conducted since the date of establishment, during the Track Record Period there had been no change in the shareholding structure of Xuchang Hengda which remained to be wholly owned by Henan Dadi.

Following the completion of the Reorganisation and up to the Latest Practicable Date, Xuchang Hengda became the wholly owned subsidiary of Henan Dadi and accordingly an indirect wholly owned subsidiary of each of Dadi BVI as well as our Company. The principal businesses of Xuchang Hengda are related to property development and management (with valid licence), property rental and market management services.

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Songji Dadi

Songji Dadi was established as a limited liability company (有限責任公司) by Henan Dadi and an Independent Third Party and accordingly commenced its business operations on 7 November 2007, with an initial registered capital of RMB10 million, which was confirmed to have been fully paid up in cash on 1 November 2007. Notwithstanding a series of equity transfer and capital enlargement conducted since the date of establishment, during the Track Record Period there had been no change in the shareholding structure of Songji Dadi which remained to be wholly owned by Henan Dadi.

Following the completion of the Reorganisation and up to the Latest Practicable Date, Songji Dadi became the wholly owned subsidiary of Henan Dadi and accordingly an indirect wholly owned subsidiary of each of Dadi BVI as well as our Company. The principal businesses of Songji Dadi are related to property development and management (with valid licence), property rental and market management services.

Xinyang Hengda

Xinyang Hengda was established as a limited liability company (有限責任公司)bytwo Independent Third Parties and Mr. Li and accordingly commenced its business operations on 5 March 2008, with an initial registered capital of RMB8.34 million, which was confirmed to have been fully paid up in cash on 28 February 2008. Xinyang Hengda first became interested by members of our Group in March 2013 as a result of Xuchang Hengda having subscribed its enlarged capital. Notwithstanding a series of equity transfer and capital enlargement conducted since the date of establishment, during the Track Record Period there had been no change in the shareholding structure of Xinyang Hengda which remained to be owned by Henan Dadi and an Independent Third Party as to 88.88% and 11.12% of the registered capital, respectively.

Following the completion of the Reorganisation and up to the Latest Practicable Date, Xinyang Hengda had remained the non-wholly owned subsidiary of Henan Dadi and accordingly an indirect non-wholly owned subsidiary of each of Dadi BVI as well as our Company. The principal businesses of Xinyang Hengda are related to property development and sales (with valid licence).

Jiari Baocheng

Jiari Baocheng was established as a limited liability company (有限責任公司)bytwo Independent Third Parties and accordingly commenced its business operations on 2 June 2011, with an initial registered capital of RMB100 million, half of which was confirmed to have been paid up in cash on 30 May 2011 whilst the remaining half was cut back pursuant to a shareholders’ resolution passed on 20 April 2013 in conformity with the prevailing PRC laws and regulations. Jiari Baocheng first became interested by members of our Group in October 2013 as a result of Xuchang Hengda having acquired interests therein from Independent Third Parties. Jiari Baocheng underwent a change in its shareholding structure during the Track Record Period, where two Independent Third Parties separately entered into with Xuchang

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Hengda an equity transfer agreement on 27 April 2016 to transfer the entirety of its equity interests of 3.00% in Jiari Baocheng (totalling 6.00% which was equivalent to the corresponding capital contributions of RMB3 million) to Xuchang Hengda at a consideration of RMB1.5 million (totalling RMB3 million) which was determined through arm’s-length negotiations between the parties and accordingly confirmed to have been fully and promptly settled. The said equity transfers were carried out for the purpose of the Reorganisation, as further set forth under paragraph (A9) of the section headed “Reorganisation” in this document. Upon completion of the requisite business registration procedures on 3 May 2016, Jiari Baocheng became wholly owned by Xuchang Hengda.

Following the completion of the Reorganisation and up to the Latest Practicable Date, Jiari Baocheng had remained the wholly owned subsidiary of Xuchang Hengda and accordingly an indirect wholly owned subsidiary of each of Henan Dadi, Dadi BVI as well as our Company. The principal businesses of Jiari Baocheng are related to property development and sales (with valid licence). Yuzhou Hengda

Yuzhou Hengda was established as a limited liability company (有限責任公司) and accordingly commenced its business operations on 4 September 2009, with an initial registered capital of RMB30 million, which was confirmed to have been fully paid up in cash on 3 September 2009. Yuzhou Hengda underwent a change in its shareholding structure during the Track Record Period, which was carried out for the purpose of the Reorganisation as further set forth under paragraph (A10) of the section headed “Reorganisation” in this document.

On 15 January 2014, Xuchang Hengda (as the sole equity interest holder of Yuzhou Hengda) transferred its equity interests of 3.00% in Yuzhou Hengda (equivalent to the corresponding capital contribution of RMB3 million) to Qi Chunfeng, an executive Director, at a consideration of RMB3 million determined through arm’s-length negotiations between the parties and accordingly confirmed to have been fully and promptly settled. For the purpose of the foregoing equity transfer, Xuchang Hengda and Qi Chunfeng entered into an equity trust agreement (股權代持協議書)(“Yuzhou Hengda Trust Agreement”) on 10 January 2014 to confirm that (i) as the beneficial owner of the underlying 3.00% equity interests in Yuzhou Hengda, it was Xuchang Hengda entrusting Qi Chunfeng (in the capacity of nominee) to contribute said RMB3 million into Yuzhou Hengda for and on its behalf, and (ii) Xuchang Hengda would accordingly be entitled to the corresponding shareholder’s rights and associated investment benefits pursuant to its capital contribution. To the knowledge and belief of our Directors, the arrangement under the Yuzhou Hengda Trust Agreement was pursued by Yuzhou Hengda for the sake of fulfilling the requirements of financial institutions in the course of securing loan facilities. Subsequently on 12 August 2016, to facilitate the cessation of the arrangement under the Yuzhou Hengda Trust Agreement as aforementioned, Qi Chunfeng transferred its equity interests of 3.00% in Yuzhou Hengda (equivalent to the corresponding capital contribution of RMB3 million) back to Xuchang Hengda at nil consideration. The two foregoing equity transfers of Yuzhou Hengda were legally completed with due obtaining of all requisite regulatory registrations and approvals, following which Yuzhou Hengda became wholly owned by Xuchang Hengda.

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Following the completion of the Reorganisation and up to the Latest Practicable Date, Yuzhou Hengda became the wholly owned subsidiary of Xuchang Hengda and accordingly an indirect wholly owned subsidiary of each of Henan Dadi, Dadi BVI as well as our Company. The principal businesses of Yuzhou Hengda are related to property development, management and rental (with valid licence).

Changge Hengda

Changge Hengda was established as a limited liability company (有限責任公司)by Xuchang Hengda and Zhang Junfeng (張俊峰) (the spouse of Qi Chunfeng, an executive Director) and accordingly commenced its business operations on 18 May 2011, with an initial registered capital of RMB20 million, which was confirmed to have been fully paid up in cash on 12 May 2011. Changge Hengda underwent a change in its shareholding structure during the Track Record Period, where Zhang Junfeng entered into an equity transfer agreement on 7 October 2016 with Xuchang Hengda to transfer the entirety of his equity interests of 49.00% in Changge Hengda (equivalent to the corresponding capital contribution of RMB9.8 million)at a consideration of RMB9.8 million which was determined through arm’s-length negotiations between the parties and accordingly confirmed to have been fully and promptly settled. The said equity transfer was carried out for the purpose of the Reorganisation, as further set forth under paragraph (A13) of the section headed “Reorganisation” in this document. Upon completion of the requisite business registration procedures on 1 November 2016, Changge Hengda became wholly owned by Xuchang Hengda.

Following the completion of the Reorganisation and up to the Latest Practicable Date, Changge Hengda became the wholly owned subsidiary of Xuchang Hengda and accordingly an indirect wholly owned subsidiary of each of Henan Dadi, Dadi BVI as well as our Company. The principal businesses of Changge Hengda are related to property development and management (with valid licence), property rental (prohibited from engagement in unapproved operations which shall require prior approval).

Xuchang Hengmu

Xuchang Hengmu was established as a limited liability company (有限責任公司)by Mr. Li and accordingly commenced its business operations on 25 January 2016, with an initial registered capital of RMB10 million, which was initially subscribed by Mr. Li and subsequently paid up in full by the then shareholders on 12 January 2017. Xuchang Hengmu first became interested by members of our Group in September 2016 as a result of Xuchang Hengda having acquired interests therein from Henan Hengda Investment. Xuchang Hengmu underwent several changes in its shareholding structure during the Track Record Period, which were carried out for the purpose of the Reorganisation as further set forth under paragraph (A11) and (A18) of the section headed “Reorganisation” in this document.

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On 26 February 2016, Mr. Li (as the founding equity interest holder of Xuchang Hengmu) entered into an equity transfer agreement with each of Henan Hengda Investment and an Independent Third Party (“Entity X”) to transfer 60.00% and 40.00% of his subscribed yet unpaid capital contributions in Xuchang Hengmu (amounted to RMB6 million and RMB4 million) respectively to the said two transferees. Mr. Li accordingly ceased to have any interests in Xuchang Hengmu. Subsequently on 30 August 2016, Henan Hengda Investment entered into an equity transfer agreement with Xuchang Hengda to transfer the entirety of its subscribed capital contribution of RMB6 million (out of which RMB216,000 was confirmed to have been settled as of 7 July 2016) to Xuchang Hengda, which then became interested in 60.00% of equity interests in Xuchang Hengmu. Further, an equity transfer agreement was entered into on 13 February 2017 between Xuchang Hengda and Entity X, pursuant to which Xuchang Hengda transferred its subscribed and fully paid-up capital contribution of RMB900,000 (representing 9.00% of the entire equity interests) in Xuchang Hengmu to Entity X. The considerations involved in the foregoing equity transfers were determined through arm’s-length negotiations between the respective parties and accordingly confirmed to have been fully and promptly settled. Following the completion of requisite business registration procedures on 22 February 2017, Xuchang Hengda’s interest in Xuchang Hengmu was reduced from 60.00% to 51.00% with the remaining 49.00% held by Entity X.

Following the completion of the Reorganisation and up to the Latest Practicable Date, Xuchang Hengmu had remained the non-wholly owned subsidiary of Xuchang Hengda and accordingly an indirect non-wholly owned subsidiary of each of Henan Dadi, Dadi BVI as well as our Company. The principal businesses of Xuchang Hengmu are related to property development and sales (with valid licence).

Excluded Businesses

Disposed Entities

From the commencement of the Track Record Period up to the Latest Practicable Date, there had been disposals of the entirety of interests in the Disposed Entities from our Group. As confirmed by our Directors, disposals of the Disposed Entities were carried out as Reorganisation steps in preparation for [REDACTED] and accordingly set out in details in the section headed “Reorganisation” in this document.

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Material/ systematic non-compliance incidents (if any) up to the date of disposal Date of Paragraph (A7) in the sectionNil disposal(Note 4) Reorganisation YuzhouDisposed Hengdi Entities PropertyNature of development business Transferee(s) 14 July 2015• To preserve Reasons Three afor coherent disposal and rational Group structureRelevantheaded for “ disclosures ”in [REDACTED] purposes this document Independent (Note 3) Third Parties

• To cater for the situation where the only project undertaken DEVELOPMENT AND HISTORY (located in Yuzhou City in relation to the development of residential and commercial properties) could not be launched as anticipated due to the delayed obtaining土 of land certificate ( 地證) from the relevant regulatory authorities

Nil 10 October 2016 Henan• Hengda To preserve a coherent and rational Group structureParagraph for (A12) in the section(Note 3) 0 – 109 – Reorganisation Weidu Guesthouse Accommodation, catering, Investment [REDACTED] purposes headed “ ”in sales of daily commodities this document leasing of properties, parking services • To consolidate property-related businesses Nil • To facilitate the termination of the Yanling JiandeParagraph Nominee (A8) and (A14) in Two the section headed (Note 1) Yanling Jiande Property development29 December Arrangement Reorganisation 2016 Independent “ ” in this and sales Third Parties document

• To preserve a coherent and rational Group structureParagraph for (A15) in theNil section 29 December Henan Hengda headed “Reorganisation”in Investment [REDACTED] purposes (Note 3) People’s Cinema Film broadcasting,2016 this document operations of venues for business performances, • To consolidate property-related businesses leasing of venues ERA NCNUCINWT H ETO EDD“ANN”O H OE FTI DOCUMENT THIS OF COVER THE ON “WARNING” HEADED MUST INFORMATION SECTION THE THAT THE AND WITH CHANGE TO CONJUNCTION SUBJECT IN AND INCOMPLETE READ FORM, BE DRAFT IN IS DOCUMENT THIS Material/ systematic non-compliance incidents (if Nilany) up to the Paragraph (A16) in thedate section of disposal Reorganisation Date of • To preserve a coherent and rational Group structureheaded for “ ”in disposal(Note 4) XuchangDisposed Renhe Entities PropertyNature of development business30 December Transferee(s)An [REDACTED Reasons] for purposes disposal Relevantthis document disclosures 2016 Independent and sales Third Party (Note 3) • To cater for the situation where the only project undertaken (located in Changge City in relation to the development of residential and commercial properties) could not be launched as anticipated due to the difference in operational objective and

approach among project partners DEVELOPMENT AND HISTORY

• To facilitate the termination of the Old-brandParagraph Cement Nominee (A17) in theNil section An headed “Reorganisation”in 30 December Independent Arrangement 2016 this document (Note 2) Xuchang Old- Manufacturing and sales of Third Party cement products, cement brand Cementmechanical parts as well as novel construction –110– materials; property leasing

Note 1: As confirmed by our Directors to the best of their knowledge and belief, given that Xuchang Hengda had remained to be a nominee holder of interests on behalf of Xuchang Jiankun with no assumption of corresponding shareholder’s rights and obligations throughout the period from the establishment of Yanling Jiande up to the date of its disposal when the Yanling Jiande Nominee Arrangement ceased to have effect.

Note 2: As confirmed by our Directors to the best of their knowledge and belief, given that Xuchang Hengda had remained to be a nominee holder of interests on behalf of the Old-brand Cement Individual Shareholders with no assumption of corresponding shareholder’s rights and obligations throughout the period from 2 June 2011 (i.e. well before the commencement of the Track Record Period) up to the date of its disposal when the Old-brand Cement Nominee Arrangement ceased to have effect.

Note 3: As confirmed to have been identified by the PRC Legal Advisers based on the confirmatory letters issued by the relevant competent regulatory authorities.

Note 4: Denotes the date of completion of all requisite business registration procedures in accordance with applicable laws and regulations of the 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 AND DEVELOPMENT

Other Excluded Businesses

Henan Longyu

On 20 January 2014, Xuchang Hengda and an Independent Third Party entered into an equity transfer agreement, pursuant to which Xuchang Hengda disposed of the entirety of its equity interests of 40.00% in Henan Longyu to the said Independent Third Party at a consideration of RMB145,694,568.20. The said consideration was confirmed to have been fully settled in cash on 28 April 2014 and was determined through arm’s length negotiations between the transferor and the transferee. Upon completion of the foregoing transfer with the requisite business registration procedures done on 10 April 2014, Xuchang Hengda ceased to have any equity interests in Henan Longyu. In the understanding of our Directors, disposal of Henan Longyu was carried out to achieve a more effective utilisation of our Group’s resources in light of its strengthened focus on residential property development projects in Xuchang as well as the neighbouring areas.

Prior to the disposal of its interests by Xuchang Hengda as set out above, Henan Longyu was primarily engaged in the development and operations of non-residential properties (notably commercial premises such as offices). However, we have been focusing and will continue to focus on the development of residential properties. Given the difference in the nature of projects of Henan Longyu from those undertaken by us, which consequently led to varied operational focuses, our Directors are satisfied that there is a sufficient extent of business delineation between Henan Longyu and us.

Henan Hengda Investment

Henan Hengda Investment principally engages in the businesses of enterprise investment (實業投資), investment management (投資管理) and investment consultancy (投資諮詢) within Henan Province of the PRC. Given that we operate in property development and sales, the standing business operations of Henan Hengda Investment are of an entirely different nature and hence could well be delineated from that of our Group. Accordingly, our Directors are of the view that it would be in our interest of not incorporating Henan Hengda Investment into its structure for the sake of rationalisation of strategic focus as well as optimisation of resources allocation in the long run. As confirmed to have been identified by the PRC Legal Advisers based on the confirmatory letters issued by the relevant competent regulatory authorities, Henan Hengda Investment had not been involved in any material and/or systematic non-compliance incidents during the Track Record Period.

Henan Dadi Property

Henan Dadi Property principally engages in the business of property management (物業 管理) within Henan Province of the PRC. With our Group operating in property development and sales, it is believed that there is a sufficient extent of delineation of business operations of Henan Dadi Property from that of our Group. Therefore, our Directors are of the view that disposal of interests in Henan Dadi Property in the course of Reorganisation would benefit our Group as well as the Shareholders for the perspective of sustainable achievement of a rational and coherent Group structure. As confirmed to have been identified by the PRC Legal Advisers based on the confirmatory letters issued by the relevant competent regulatory authorities, Henan Dadi Property had not been involved in any material and/or systematic non-compliance incidents during the Track Record Period.

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