On 28 January 2022, the CIFI Holdings (Group) Co. Ltd., together with its subsidiaries, namely Suzhou Xingruo and Suzhou Xingli entered into the Suzhou Cooperation Agreement with Henderson China Investment and Boham Estate, both being indirect wholly-owned subsidiaries of Henderson Land, for the formation of joint venture to develop the Suzhou Site located in Suzhou, the PRC. As at the date of this announcement, Suzhou Xingli is wholly-owned by Suzhou Xingruo, which is in turn an onshore subsidiary controlled by the Company.

Suzhou Xingli directly owns 22% equity interest in the Suzhou Project Company which holds the Suzhou Site and is responsible for the development thereof. Subject Matter: As at the date of this announcement, Suzhou Xingli is wholly-owned by Suzhou Xingruo, which is in turn an onshore subsidiary controlled by the Company. The Suzhou Project Company was set up in April 2021 in the PRC for the purpose of holding the Suzhou Site directly and the development thereof.

As at the date of this announcement, the key asset of Suzhou Xingli is the 22% direct equity interest in the Suzhou Project Company. To the best knowledge of the Company based on the available information after making reasonable enquiries, the remaining 78% equity interest in the Suzhou Project Company are owned by Independent Third Parties. The commitment of capital contribution by each of the Group and Boham Estate as contemplated under the Suzhou Cooperation Agreement will be approximately RMB 551.38 million.

Such contribution will be partly applied to increase the registered capital of Suzhou Xingli and used for settlement of the land premium of the Suzhou Site attributable to Suzhou Xingli. It is intended that the capital commitment payable by the Group under the Suzhou Cooperation Agreement would be financed by internal resources of the Group. Upon completion of the aforesaid capital increase in Suzhou Xingli, onshore joint venture will be formed through Suzhou Xingli.

As a result, Suzhou Xingli will be owned as to 50% by the Company (through Suzhou Xingruo) and 50% by Boham Estate. The capital commitment was determined after arm's length negotiation between the parties to the Suzhou Cooperation Agreement with reference to the land premium payable and the development cost, interest, related government charges and expenses in relation to the Suzhou Site. Information of Suzhou Xingli: Since Suzhou Xingli does not own any assets nor conduct any business operation other than holding 22% equity interest in the Suzhou Project Company which is established for the purpose of holding the Suzhou Site for future development, it has not recorded any revenue or profit since its establishment up to the date of this announcement.

Composition of the board of directors of Suzhou Xingli: The board of directors of Suzhou Xingli will comprise 3 directors, 2 of whom will be nominated by the Group and the remaining 1 of whom will be nominated by Boham Estate. While each of the Group and Boham Estate shall be entitled to nominate 1 supervisor, the Group has the right to nominate 1 general manager. The board of directors of Suzhou Xingli shall decide on all matters by unanimous consent.

Profit and loss sharing: The Company and Boham Estate will be entitled to share the profit or bear the loss of Suzhou Xingli in proportion to their respective equity interest subject to applicable adjustments with reference to investment return from the development project agreed among the parties. It is intended that Suzhou Xingli will cease to be a subsidiary of the Company and become an associate of the Company, the financial results of which will no longer be consolidated in the financial statements of the Group.