Wanfang Urban Investment and Development Co., Ltd. Announcement of the resolution of the 25th meeting of the ninth board of directors

Stock code: 000638 Securities abbreviation: Wanfang Development Announcement number: 2021-042

The Company and all members of the Board of Directors warrant that the information disclosed is true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.

The notice of the 25th meeting of the 9th Board of Directors of Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company") was issued in the form of communication on June 2, 2021, and the meeting was held on June 4, 2021 at 14:30 p.m. in the conference room of 12A Company, Block B, China International Science and Technology Convention and Exhibition Center, No. 12 Yumin Road, Chaoyang District, Beijing as scheduled. The meeting shall be attended by Mr. Zhang Hui, the chairman of the board, which shall be presided over by 9 directors and shall comply with the relevant provisions of the Company Law and the Articles of Association of the Company. The meeting deliberated on 1 motion and made the following resolution:

1. With 4 votes in favor, 0 votes against and 0 abstentions, the "Proposal on the First Grant of Stock Options to Incentive Recipients" was deliberated and passed, and the affiliated directors Su Jianqing, Liu Yu, Liu Gelin, Zhang Hanhui and Guo Zibin recused themselves from voting, and the independent directors of the company have expressed their independent opinions on the matters related to this proposal.

The independent directors agree that:

(1) The company does not have the prohibition of the implementation of equity incentive plans stipulated in laws, regulations and normative documents such as the Measures for the Administration of Equity Incentives of Listed Companies, and the company has the main qualifications to implement the equity incentive plans.

(2) The incentive object of the granted stock option has the qualifications stipulated in the Company Law, the Securities Law and other laws, regulations and normative documents, meets the conditions of the incentive object stipulated in the Measures for the Administration of Equity Incentives of Listed Companies, and meets the scope of incentive objects stipulated in the Company's 2021 Stock Option Incentive Plan (Draft) and its summary, and the qualifications of the subject are legal and valid.

(3) The determination of the first grant date by the board of directors complies with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies, the Company's 2021 Stock Option Incentive Plan (Draft) and its summary.

(4) The Company does not have any plans or arrangements to provide loans, loan guarantees or any other financial assistance to the Incentive Recipients.

(5) When the company's board of directors deliberates on relevant proposals, the affiliated directors have recused themselves from voting in accordance with relevant regulations, and the deliberation and decision-making procedures of the board of directors are legal and compliant.

(6) The implementation of the equity incentive plan of the company is conducive to further improving the corporate governance structure, improving the company's incentive mechanism, enhancing the sense of responsibility and mission of the company's management team and business backbone to achieve the sustainable and healthy development of the company, which is conducive to the sustainable development of the company and will not harm the interests of the company and all shareholders.

In summary, the grant conditions set out in the Company's 2021 Stock Option Incentive Plan have been fulfilled. Accordingly, we unanimously agreed that the Board of Directors would determine that the first grant date of the Incentive Plan would be June 4, 2021, and grant 7.70 million stock options to 10 Incentive Recipients at an exercise price of RMB5.02 per share.

For details, please refer to the Announcement on the First Grant of Stock Options to Incentive Recipients (Announcement No. 2021-044) disclosed by the Company on the same day in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

This is hereby announced.

Board of Directors of Wanfang Urban Investment and Development Co., Ltd

June 4, 2021

Stock code: 000638 Stock abbreviation: Wanfang Development Announcement number: 2021-043

Wanfang Urban Investment and Development Co., Ltd

Announcement of the resolution of the thirteenth meeting of the Ninth Supervisory Board

The Company and all members of the Supervisory Board warrant that the content of the information disclosure is true, accurate and complete, and that there are no false statements, misleading statements or material omissions.

The notice of the 13th meeting of the 9th Supervisory Board of Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company") was issued in the form of communication on June 2, 2021, and the meeting was held at 14:30 p.m. on June 4, 2021 in the conference room of 12A Company, Block B, China International Science and Technology Convention and Exhibition Center, No. 12 Yumin Road, Chaoyang District, Beijing as scheduled. There should be 5 supervisors, 5 actual people, the meeting is presided over by Mr. Zhang Jun, chairman of the board of supervisors, the convening and convening of this meeting in line with the relevant provisions of the Company Law, the Articles of Association and the Rules of Procedure of the Board of Supervisors of the Company. The meeting deliberated and adopted the following motions:

1. By 5 votes in favor, 0 votes against and 0 abstentions, the "Proposal on the First Grant of Stock Options to Incentive Recipients" was deliberated and passed.

After review, the Supervisory Board believes that:

(1) The company does not have the prohibition of the implementation of equity incentive plans stipulated in laws, regulations and normative documents such as the Measures for the Administration of Equity Incentives of Listed Companies, and the company has the main qualifications to implement the equity incentive plans.

(2) The incentive object granted the stock option has the qualifications stipulated in the Company Law, the Securities Law and other laws, regulations and normative documents, meets the conditions for the incentive object stipulated in the Measures for the Administration of Equity Incentives of Listed Companies, and meets the scope of incentive objects stipulated in the Company's 2021 Stock Option Incentive Plan (Draft) and its summary, and the qualifications of the subject are legal and valid.

(3) The determination of the first grant date by the board of directors complies with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies and the Company's 2021 Stock Option Incentive Plan (Draft) and its summary.

In summary, the grant conditions stipulated in the Company's 2021 Stock Option Incentive Plan have been fulfilled, and it is agreed that the Board of Directors has determined that the first grant date of the Incentive Plan is June 4, 2021, and 7.70 million stock options have been granted to 10 incentive recipients at an exercise price of 5.02 yuan per share.

Supervisory Board of Wanfang Urban Investment and Development Co., Ltd

Stock code: 000638 Securities abbreviation: Wanfang Development Announcement number: 2021-044

Announcement on the first grant of stock options to incentive recipients

The Company and all members of its Board of Directors warrant that the information disclosed is true, accurate and complete and that there are no misrepresentations, misleading statements or material omissions.

Special Note:

Important Content Tips:

1. Stock option grant date: June 4, 2021

2. Number of stock options granted: 7.70 million

Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company") held the 25th meeting of the 9th Board of Directors and the 13th meeting of the 9th Supervisory Board on June 4, 2021, and deliberated and passed the "Proposal on the First Grant of Stock Options to Incentive Recipients", in accordance with the relevant provisions of the Company's "2021 Stock Option Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan" or "Incentive Plan") and its summary, as well as the authorization of the Company's Second Extraordinary General Meeting of Shareholders in 2021, The Board of Directors determined that the first grant date of the Incentive Plan is June 4, 2021, and granted 7.70 million stock options to 10 incentive recipients at an exercise price of RMB5.02 per share. The relevant matters are hereby announced as follows:

1. The implementation of this incentive plan

(1) Decision-making procedures and information disclosures that have been performed

1. On April 6, 2021, the Company held the 22nd meeting of the Ninth Board of Directors, deliberated and passed the "proposal on the < Company's 2021 Stock Option Incentive Plan (Draft) > and its summary", "The Proposal on the Implementation of the Assessment and Management Measures for the Company's 2021 Stock Option Incentive Plan", the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2021 Stock Option Incentive Plan" and the "Proposal on Convening the Second Extraordinary General Meeting of Shareholders in 2021". The independent directors expressed an independent opinion. For details, please refer to the relevant announcements (Announcement No. 2021-018) disclosed by the Company on April 7, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

2. On April 6, 2021, the Company held the tenth meeting of the Ninth Supervisory Board, and deliberated and passed the "Proposal on < the > of the Company's 2021 Stock Option Incentive Plan (Draft) and its Summary", "The Proposal on the Implementation of the Assessment and Management Measures for the Company's 2021 Stock Option Incentive Plan", and "The Proposal on Verifying the List of Incentive Recipients Granted by the Company's 2021 Stock Option Incentive Plan". For details, please refer to the relevant announcements disclosed by the Company on April 7, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn) (Announcement No. 2021-019).

3. On April 7, 2021, the company posted the names and positions of the incentive recipients of the 2021 stock option incentive plan within the company, and the publicity period was from April 7, 2021 to April 16, 2021. At the expiration of the publicity period, the Supervisory Board of the Company did not receive any objections. For details, please refer to the relevant announcements (Announcement No. 2021-029) disclosed by the Company on April 17, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

4. On April 22, 2021, the Company held the second Extraordinary General Meeting of Shareholders in 2021, and deliberated and passed the "proposal < the Company's 2021 Stock Option Incentive Plan (Draft) > and its summary", "The Proposal on the Implementation of the Assessment and Management Measures for the Company's 2021 Stock Option Incentive Plan" and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2021 Stock Option Incentive Plan". For details, please refer to the relevant announcements disclosed by the Company on April 23, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn) (Announcement No. 2021-032).

5. According to the "Inquiry Certificate for The Shareholding and Change of Shares of the Information Disclosure Obligor" and the "Detailed List of Changes in the Shares of Shareholders" issued by China Settlement Shenzhen Branch, in the six months before the disclosure of the equity incentive plan (from October 7, 2020 to April 6, 2021), all the subjects of the verification did not buy or sell the company's shares. For details, please refer to the relevant announcements (Announcement No. 2021-033) disclosed by the Company on April 23, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

6. On June 4, 2021, the 25th meeting of the 9th Board of Directors and the 13th meeting of the 9th Board of Supervisors of the Company deliberated and passed the "Proposal on the First Grant of Stock Options to Incentive Recipients", the independent directors issued an independent opinion, and the Board of Supervisors verified the list of incentive recipients granted stock options. For details, please refer to the relevant announcements (Announcement No. 2021-042, 2021-043, 2021-043, 2021-045) disclosed by the Company on the same day in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

(2) Explanation of the Board of Directors on the achievements of the conditions for this award

In accordance with the relevant provisions of the Measures for the Administration of Equity Incentives of Listed Companies, the Company's 2021 Stock Option Incentive Plan (Draft) and its summary, the Board of Directors considers that the grant conditions stipulated in this incentive plan have been fulfilled and determines that the first grant date is June 4, 2021, as follows:

1. The company has not had any of the following circumstances:

(1) The financial accounting report of the most recent fiscal year has been issued by the certified public accountant with a negative opinion or an audit report that cannot express an opinion;

(2) The internal control of the financial report of the most recent fiscal year has been issued by the certified public accountant with a negative opinion or an audit report that cannot express an opinion;

(3) In the last 36 months after listing, there have been cases of profit distribution in accordance with laws and regulations, articles of association, and public commitments;

(4) Where laws and regulations stipulate that equity incentives must not be implemented;

(5) Other circumstances determined by the CSRC.

2. The incentive object has not occurred in any of the following situations:

(1) Has been identified as an inappropriate candidate by the stock exchange within the last 12 months;

(2) Has been identified as an inappropriate candidate by the China Securities Regulatory Commission and its dispatch agencies in the past 12 months;

(3) Have been administratively punished by the China Securities Regulatory Commission and its dispatch agencies or taken market entry ban measures for major violations of laws and regulations in the past 12 months;

(4) Those who are not allowed to serve as directors or senior management personnel of the company as stipulated in the Company Law;

(5) Where laws and regulations stipulate that they shall not participate in the equity incentives of listed companies;

(6) Other circumstances determined by the CSRC.

After careful verification, the Board of Directors believes that neither the Company nor the incentive object has the above situations, nor there are other circumstances that cannot be granted or cannot be the incentive object, and the conditions for the award of this incentive plan have been fulfilled.

(3) The circumstances of this award

1. Date of Award: June 4, 2021.

2. Number of grants: 7.70 million copies

3. Number of granted: 10 people

4. Exercise price: 5.02 yuan / share

5. Stock source: A-share ordinary shares of the company issued to the incentive recipients

6. Validity period, waiting period, exercise arrangement, exercise conditions of this incentive plan:

(1) Validity period

The Incentive Plan is valid for a maximum period of 48 months from the date of completion of registration of the grant of stock options until the date on which all stock options are exercised or cancelled.

(2) Waiting period

The period of time between the completion of the registration of the grant of stock options and the date of exercise of the stock options is a waiting period, and different waiting periods are applicable to the stock options granted to the incentive recipient, all calculated from the date of completion of the registration of grants, the waiting periods for the first grant of stock options are 12 months, 24 months and 36 months, respectively, and the waiting period for stock options reserved for grant is the same as that for the first grant. During the waiting period, the stock options granted to the incentive recipient may not be transferred, used as a guarantee or used to repay debts.

(3) Exercise arrangements

The incentive object of this incentive plan can start exercising the rights after the expiration of the waiting period, and the exercise date must be the trading day within the validity period of the incentive plan, but the exercise of the rights cannot be exercised within the following periods:

1. If the company postpones the announcement date of the periodic report due to special reasons within 30 days before the announcement of the regular report, it shall be counted from 30 days before the original appointment announcement date and 1 day before the announcement;

2. Within 10 days before the announcement of the company's performance forecast and performance express;

3. From the date of the occurrence of a major event that may have a greater impact on the trading price of the company's stock and its derivatives or the date of entering the decision-making procedure, to 2 trading days after the disclosure according to law;

4. Other periods stipulated by the China Securities Regulatory Commission and the stock exchange.

The exercise arrangements for stock options granted for the first time under this incentive plan are shown in the table below:

The incentive recipient must exercise the option within the validity period of the stock option incentive plan. If the exercise conditions are not met, the current stock option may not be exercised or deferred to the next option. If the conditions for exercise are met, but the part of the stock option that is not exercised during the above exercise period is cancelled by the Company.

(4) Conditions for exercising rights

During the exercise period, the stock options granted to the incentive recipient may be exercised only if the following conditions are met:

(1) The Company has not experienced any of the following circumstances:

(1) The financial accounting report of the most recent fiscal year has been issued by the certified public accountant with a negative opinion or an audit report that cannot express an opinion;

(2) The internal control of the financial report of the most recent fiscal year has been issued by the certified public accountant with a negative opinion or an audit report that cannot express an opinion;

(3) In the last 36 months after listing, there have been cases of profit distribution in accordance with laws and regulations, articles of association, and public commitments;

(4) Where laws and regulations stipulate that equity incentives must not be implemented;

(5) Other circumstances determined by the CSRC.

(2) None of the following circumstances occur in the incentive object:

(1) Has been identified as an inappropriate candidate by the stock exchange within the last 12 months;

(2) Has been identified as an inappropriate candidate by the China Securities Regulatory Commission and its dispatch agencies in the past 12 months;

(3) Have been administratively punished by the China Securities Regulatory Commission and its dispatch agencies or taken market entry ban measures for major violations of laws and regulations in the past 12 months;

(4) Those who are not allowed to serve as directors or senior management personnel of the company as stipulated in the Company Law;

(5) Where laws and regulations stipulate that they shall not participate in the equity incentives of listed companies;

(6) Other circumstances determined by the CSRC.

In the event of any of the circumstances specified in Article (1) above, all stock options granted but not yet exercised by the incentive object under this incentive plan shall be cancelled by the company; if one of the circumstances specified in article (2) above occurs to an incentive object, the stock options that the incentive object has been granted but not yet exercised under this incentive plan shall be cancelled by the company.

(3) Company-level performance appraisal requirements

The assessment period of this incentive plan is from 2021 to 2023, the time span is three fiscal years, each fiscal year is assessed once, the first assessment period is 2021, the second assessment period is 2022, and the third assessment period is 2023, in order to achieve the performance appraisal goal as the exercise condition of the incentive object.

(1) The performance appraisal objectives for each appraisal period for the first grant of stock options are shown in the following table:

The above deduction of non-net profit refers to the deducted non-net profit attributable to the shareholders of the listed company before deducting the incentive cost. Incentive costs incurred by this stock option incentive plan will be charged to administrative expenses.

Only if the company meets the performance appraisal targets of each appraisal period, and all incentive objects can exercise the stock options corresponding to the appraisal period. If the company fails to meet the above performance appraisal objectives, all the stock options of the incentive object corresponding to the plan exercise in the year of assessment shall not be exercised and shall be cancelled by the company.

(4) Individual level performance appraisal requirements

The individual appraisal of the incentive object is carried out in years, and the appraisal results are determined according to the individual performance appraisal and evaluation indicators, and in principle, the performance appraisal results are divided into four grades: good, up to standard, to be improved and not up to standard. The appraisal and evaluation form applies to all incentive objects involved in the appraisal of this stock option incentive plan.

The actual number of exercises of the incentive object in the current year = the individual standard coefficient × the number of individuals planned to exercise rights in the current year. Stock options that cannot be exercised by the incentive recipients in the current period are cancelled by the Company.

7. The list of incentive recipients and the distribution of rights and interests

The distribution of stock options granted under this incentive plan among the incentive recipients is shown in the following table:

2. Explanation of whether there are any differences between the grant and the incentive plan approved by the general meeting of shareholders

The relevant content of the grant is consistent with the incentive plan approved by the Company's second Extraordinary General Meeting of Shareholders in 2021.

3. Verification of the list of incentive recipients by the Board of Supervisors

The Supervisory Board considers that:

1. None of the incentive objects that have been granted stock options shall not be the incentive objects stipulated in the Administrative Measures:

2. The incentive objects of the granted stock options include the directors and senior management of the company, as well as other personnel that the board of directors believes should be incentivized, which is in line with the purpose of implementing the equity incentive plan. The incentive objects do not include independent directors and supervisors, nor do they include shareholders or actual controllers who individually or collectively hold more than 5% of the company's shares, as well as their spouses, parents and children.

3. The incentive objects granted stock options comply with the qualifications stipulated in the Company Law, securities law and other laws, regulations, normative documents and the Articles of Association of the Company, meet the conditions of the incentive objects stipulated in the Laws, regulations and normative documents such as the Administrative Measures, and meet the scope of incentive objects stipulated in the company's 2021 Stock Option Incentive Plan (Draft) and its summary.

In summary, we unanimously agreed that the Board of Directors has determined that the first grant date of the Incentive Plan is June 4, 2021, and 7.7 million stock options will be granted to 10 incentive recipients at an exercise price of RMB5.02 per share.

4. The impact of the grant on the company's financial position

1. On February 15, 2006, the Ministry of Finance promulgated Accounting Standard for Business Enterprises No. 11 - Share Payment and Accounting Standard for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments, which came into effect on January 1, 2007 within the scope of listed companies. According to the relevant provisions on fair value determination in Accounting Standard for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments, it is necessary to select an appropriate valuation model to calculate the fair value of stock options. The Company chose the Black-Scholes model to calculate the fair value of the options and used it on June 4, 2021 to predict the 7.7 million stock options granted for the first time.

(1) The underlying stock price: [5.82] yuan per share (the company's closing price on June 4, 2021);

(2) The validity period is: 1 year, 2 years, 3 years (the period of grant to the first exercise date of each period);

(3) Historical volatility: 26.24%, 29.72%, 31.05% (using the annualized volatility of the SME Board Index in the last year, two years and three years, respectively);

(4) Risk-free interest rate: 1.50%, 2.10%, 2.75% (using the benchmark interest rate for 1-year, 2-year and 3-year deposits of financial institutions formulated by Chinese Min min bank respectively)

(5) Dividend yield: 0%, 0%, 0% (using the company's most recent dividend rate of one year, two years, and three years, respectively)

2. Amortization method of stock option expenses

The Company determines the fair value of the grant date stock options in accordance with the relevant valuation instrument and ultimately recognizes share-based payment fees for this incentive plan, which will be amortized in proportion to the exercise of the rights during the implementation of this incentive plan.

In accordance with the requirements of the Chinese Accounting Standards for Business Enterprises, the impact of the stock options granted under this incentive plan on the accounting costs for 2021-2024 is shown in the table below:

illustrate:

1. The above cost amortization forecast does not represent the final accounting cost. The actual accounting costs relate not only to the actual grant date, the closing price on the grant date and the number of grants, but also to the actual number of effective and invalidated amounts, while shareholders are drawn to the possible dilution effects.

2. The final result of the above-mentioned impact on the company's operating results will be subject to the annual audit report issued by the accounting firm. Based on the current information, the Company preliminarily estimates that the amortization of stock option expenses will affect the net profit for each year of the validity period, without considering the incentive effect of the Plan on the Company's performance. If the positive effect of the stock option incentive plan on the development of the company is considered, thereby stimulating the enthusiasm of the management team and improving the operational efficiency, the company's performance improvement brought about by the plan is expected to be higher than the increase in expenses caused by it.

It is initially expected that the incentive costs generated by the implementation of this incentive plan will have an impact on the company's operating performance in each period, but at the same time, the implementation of this incentive plan will further enhance the cohesion of employees, the stability of the team, and effectively stimulate the enthusiasm of the management team, thereby improving the company's operating efficiency and enhancing the company's intrinsic value.

5. Opinions of independent directors

(2) The incentive recipients who have been granted stock options have the qualifications stipulated in the Company Law, the Securities Law and other laws, regulations and normative documents, meet the incentive object conditions stipulated in the Measures for the Administration of Equity Incentives of Listed Companies, meet the incentive target scope stipulated in the Company's 2021 Stock Option Incentive Plan (Draft) and its summary, and the qualifications of the subject are legal and valid.

(3) The determination of the first grant date by the board of directors complies with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies, the Company's 2021 Stock Option Incentive Plan (Draft) and its summary.

(6) The implementation of the equity incentive plan of the company is conducive to further improving the corporate governance structure, improving the company's incentive mechanism, enhancing the sense of responsibility and sense of mission of the company's management team and business backbone to achieve the sustainable and healthy development of the company, which is conducive to the sustainable development of the company and will not harm the interests of the company and all shareholders.

In summary, the grant conditions set out in the Company's 2021 Stock Option Incentive Plan have been fulfilled. Accordingly, we unanimously agree that the Board of Directors will determine the first grant date of this incentive plan to be June 4, 2021, and grant 7.70 million stock options to 10 incentive recipients at an exercise price of 5.02 yuan per share.

6. Concluding observations of legal opinions

The lawyer believes that the grant has obtained the necessary authorization and approval at this stage, and the grant matter complies with the relevant provisions of the Administrative Measures, the Business Handling Guide, and the Incentive Plan (Draft).

7. Documents for reference

1. Resolution of the 25th meeting of the Ninth Board of Directors;

2. Resolution of the 13th meeting of the 9th Board of Supervisors;

3. Verification opinion of the Board of Supervisors on the list of incentive recipients granted for the first time in the 2021 stock option incentive plan;

4. Independent directors' independent opinions on the relevant proposals of the 25th meeting of the Ninth Board of Directors;

5. Legal opinion.

Stock code: 000638 Securities abbreviation: Wanfang Development Announcement number: 2021-045

Supervisory Board on the Stock Option Incentive Plan for 2021

Verification opinions on the list of incentive recipients are awarded for the first time

The Supervisory Board of Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company") shall, in accordance with the relevant laws, regulations and normative documents of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Measures for the Administration of Equity Incentives of Listed Companies (hereinafter referred to as the "Administrative Measures"), and the Articles of Association of Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant laws, regulations and normative documents, as well as the Articles of Association of Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Articles of Association"). The list of first-time incentive recipients determined by the company's 2021 stock option incentive was reviewed, and the verification opinion was issued as follows:

Beijing Fengyou Law Firm

About Wanfang Urban Investment and Development Co., Ltd

Legal Opinion on the First Grant of the 2021 Stock Option Incentive Plan

To: Wanfang Urban Investment and Development Co., Ltd

Beijing Fengyou Law Firm was entrusted by Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as "Wanfang Development" or the "Company") to issue a legal opinion on the relevant matters involved in the Company's implementation of the 2021 Stock Option Incentive Plan (hereinafter referred to as the "Stock Option Incentive Plan" or the "Stock Option Incentive Plan").

In order to issue this legal opinion, our lawyers reviewed the "Wanfang Urban Investment and Development Co., Ltd. 2021 Stock Option Incentive Plan (Draft)" (hereinafter referred to as the "Incentive Plan (Draft)", "Wanfang Urban Investment and Development Co., Ltd. 2021 Stock Option Incentive Plan Implementation Assessment and Management Measures" (hereinafter referred to as the "Assessment Measures"), "Wanfang Urban Investment and Development Co., Ltd. 2021 Stock Option Incentive Plan Incentive List", The company's relevant shareholders' meeting documents, board meeting documents, supervisory board meeting documents, independent directors' independent opinions, the company's written explanations and other documents that the firm's lawyers believe need to be reviewed, and the relevant facts and materials have been verified and verified by inquiring into the public information of government departments.

In order to issue this legal opinion, our lawyers have verified and verified the documents and facts related to the stock option incentive plan in accordance with the provisions of relevant laws, regulations, normative documents and the requirements of our business rules, in accordance with the principles of prudence and importance.

In connection with this legal opinion, our lawyers make the following statement:

1. In the course of their work, our lawyers have obtained the following assurances from the company: that is, the company has provided the original written materials, copy materials and oral testimony that the firm's lawyers believe are necessary for the preparation of the legal opinion, and the documents and materials provided by the firm are true, accurate and complete, and there are no concealments, falsehoods and material omissions.

2. Our lawyers issue legal opinions based on the facts that have occurred or existed before the date of this legal opinion and the relevant provisions of the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") and other existing national laws, regulations and normative documents and the Securities Regulatory Commission of China (hereinafter referred to as the "CSRC").

3. For facts that are crucial to this legal opinion and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued by relevant government departments, companies or other relevant units and the information disclosed and verifiable by the competent departments as the basis for the preparation of this legal opinion.

4. In accordance with the provisions of the Securities Law, the Measures for the Administration of Law Firms Engaging in Securities Law Business, the Rules for the Practice of Securities Law Firms (for Trial Implementation), and the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, and that the conclusive opinions issued are legal and accurate. There are no false statements, misleading statements or material omissions, and we shall bear corresponding legal liabilities.

5. This legal opinion only issues legal opinions on legal issues in China related to the stock option incentive plan, and the firm and the lawyers handling the plan are not properly qualified to issue professional opinions on professional matters such as accounting and auditing. When accounting, auditing matters, etc. are involved in this legal opinion, they are quoted in strict accordance with the professional documents issued by the relevant intermediary institutions and the company's explanations.

6. Our lawyers agree to make this legal opinion a statutory document necessary for the company's stock option incentive plan.

7. This legal opinion is only for the purpose of the company's stock option incentive plan and may not be used for any other purpose.

In accordance with the Company Law, the Securities Law, the Measures for the Administration of Equity Incentives of Listed Companies (Order No. 148 of the China Securities Regulatory Commission) (hereinafter referred to as the "Administrative Measures"), the Guidelines for the Business Handling of Listed Companies on the Shenzhen Stock Exchange No. 9 - Equity Incentives (hereinafter referred to as the "Business Handling Guide"),and other relevant laws, regulations, normative documents, and the Articles of Association of Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant provisions, The following legal opinion was issued on the Company's first grant of the stock option incentive plan (hereinafter referred to as the "Grant"):

1. Approval and authorization of this grant

(1) On April 6, 2021, the 22nd meeting of the Ninth Board of Directors of the Company deliberated and passed the "Proposal on < the > of the Company's 2021 Stock Option Incentive Plan (Draft) and Its Summary", "The Proposal on the Implementation of the Assessment and Management Measures for the Company's 2021 Stock Option Incentive Plan", the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2021 Stock Option Incentive Plan", the "Proposal on Convening the Second Extraordinary General Meeting of Shareholders in 2021" and other proposals. On the same day, the tenth meeting of the ninth session of the Supervisory Board of the Company deliberated and passed the "Proposal on < the > of the Company's 2021 Stock Option Incentive Plan (Draft) and its Summary", "The Proposal on the Implementation of the Assessment and Management Measures for the Company's 2021 Stock Option Incentive Plan", "The Proposal on Verifying the List of Incentive Recipients Granted by the Company's 2021 Stock Option Incentive Plan" and other proposals. The Supervisory Board verified the list of incentive recipients who granted stock options. The independent directors of the Company issued the "Independent Opinion of the Independent Directors of Wanfang Urban Investment and Development Co., Ltd. on the Proposals Related to the 22nd Meeting of the Ninth Board of Directors".

(2) From April 7, 2021 to April 16, 2021, the Company publicized the names and positions of the incentive recipients of the 2021 Stock Option Incentive Plan within the Company through posting them internally, and by the end of the publicity period, the Supervisory Board of the Company had not received any objections related to the proposed incentive recipients of the Stock Option Incentive Plan. On April 17, 2021, the Company disclosed the "Review Opinions of the Supervisory Board of Wanfang Urban Investment and Development Co., Ltd. on the List of Incentive Recipients of the Company's 2021 Stock Option Incentive Plan and the Explanation of the Publicity".

(3) On April 22, 2021, the Company's Second Extraordinary General Meeting of Shareholders in 2021 deliberated and passed the "Proposal on the < Company's 2021 Stock Option Incentive Plan (Draft) > and Its Summary", "The Proposal on the Implementation of the Assessment and Management Measures for the Company's 2021 Stock Option Incentive Plan", and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2021 Stock Option Incentive Plan". On April 23, 2021, the Company disclosed the "Self-Inspection Report on the Insider Information of the Stock Option Incentive Plan insiders and the incentive recipients of the Company's Stocks".

(4) On June 4, 2021, the 25th meeting of the 9th Board of Directors and the 13th meeting of the 9th Board of Supervisors of the Company deliberated and passed the "Proposal on the First Grant of Stock Options to Incentive Recipients", the independent directors of the Company issued independent opinions, and the Supervisory Board verified the list of incentive recipients granted stock options.

After verification, our lawyers believe that as of the date of the issuance of this legal opinion, the company has obtained the necessary authorization and approval at this stage, which complies with the relevant provisions of the Administrative Measures, the Business Handling Guide and the Incentive Plan (Draft).

2. The grant date of the stock option incentive plan

(1) According to the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2021 Stock Option Incentive Plan" deliberated and passed by the Company's Second Extraordinary General Meeting of Shareholders in 2021, the General Meeting of Shareholders authorized the Board of Directors to determine the date of grant of stock options.

(2) On June 4, 2021, the 25th meeting of the Ninth Board of Directors of the Company deliberated and passed the "Proposal on the First Grant of Stock Options to Incentive Recipients" and agreed to determine June 4, 2021 as the grant date.

(3) On June 4, 2021, the 13th meeting of the Ninth Supervisory Board of the Company deliberated and passed the "Proposal on the First Grant of Stock Options to Incentive Recipients", holding that "the Company does not have the prohibition of the implementation of equity incentive plans stipulated in laws, regulations and normative documents such as the Measures for the Administration of Equity Incentives of Listed Companies, and the Company has the main qualifications to implement the equity incentive plan." The incentive recipients granted stock options have the qualifications stipulated in the Company Law, the Securities Law and other laws, regulations and normative documents, meet the incentive object conditions stipulated in the Measures for the Administration of Equity Incentives of Listed Companies, meet the scope of incentive objects stipulated in the Company's 2021 Stock Option Incentive Plan (Draft) and its summary, and the qualifications of the subjects are legal and valid. The grant conditions set out in the Company's 2021 Stock Option Incentive Plan have been fulfilled and the Board of Directors has determined that the first grant date of the Incentive Plan will be June 4, 2021, and 7.70 million stock options will be granted to 10 incentive recipients. ”

(4) On June 4, 2021, the independent directors of the Company issued the Independent Opinions of the Independent Directors of Wanfang Urban Investment and Development Co., Ltd. on the Proposals Related to the 25th Meeting of the Ninth Board of Directors, holding that "the determination of the Board of Directors on the Date of The First Grant complies with the relevant provisions of the Administrative Measures for Equity Incentives of Listed Companies, the Company's 2021 Stock Option Incentive Plan (Draft) and its summary, and the grant conditions stipulated in the Company's 2021 Stock Option Incentive Plan have been fulfilled. It was unanimously agreed that the Board of Directors would determine that the first grant date of the Incentive Plan would be June 4, 2021, and that 7.70 million stock options would be granted to 10 incentive recipients eligible for the grant of stock options. ”

(5) After verification, the grant date determined by the board of directors of the company shall be the trading day within 60 days after the company's general meeting of shareholders deliberates and approves the stock option incentive plan, and shall not be in the following periods:

1. If the announcement date of the annual report or semi-annual report is postponed for special reasons within 30 days before the announcement of the company's regular report, it shall be counted from 30 days before the original appointment announcement date and the day before the announcement;

2. Within 10 days before the announcement of the company's performance forecast and performance express;

3. From the date of occurrence of a major event that may have a greater impact on the trading price of the company's stock and its derivatives or the date of entering the decision-making procedure, to the two trading days after the disclosure in accordance with the law;

4. Other periods stipulated by the China Securities Regulatory Commission and the Shenzhen Stock Exchange.

After verification, our lawyers believe that the grant date determined by the board of directors of the company complies with the relevant provisions of the Administrative Measures, the Guidelines for Handling Business, and the Incentive Plan (Draft) on the grant date.

3. Conditions for granting the stock option incentive plan

In accordance with the relevant provisions of the Administrative Measures, the Incentive Plan (Draft) and other relevant provisions, and when the following grant conditions are met, the board of directors of the company may grant stock options to the incentive recipients according to the authorization of the shareholders' general meeting:

(1) The company has not had any of the following circumstances:

1. The financial accounting report of the most recent fiscal year has been issued by the certified public accountant with a negative opinion or an audit report that cannot express an opinion;

2. The internal control of the financial report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or an audit report that cannot express an opinion;

3. In the last 36 months after listing, there have been cases of profit distribution in accordance with laws and regulations, articles of association, and public commitments;

4. Where laws and regulations provide that equity incentives must not be implemented;

5. Other circumstances determined by the CSRC.

(2) The incentive recipient has not had any of the following circumstances:

1. Identified as an inappropriate candidate by the stock exchange within the last 12 months;

2. Identified as an inappropriate candidate by the China Securities Regulatory Commission and its dispatch agencies in the past 12 months;

3. Have been administratively punished or banned from the market by the China Securities Regulatory Commission and its dispatch agencies for major violations of laws and regulations in the past 12 months;

4. Those who are not allowed to serve as directors or senior management personnel of the company as stipulated in the Company Law;

5. Where laws and regulations stipulate that they must not participate in the equity incentives of listed companies;

6. Other circumstances determined by the CSRC.

According to the company's commitment and verified by the firm's lawyers, the firm's lawyers believe that as of the date of the grant of the stock option incentive plan, the conditions for the grant of the company's stock options have been met, and the company's grant of stock options to the incentive recipients complies with the relevant provisions of the Administrative Measures, the Business Handling Guide and the Incentive Plan (Draft).

Concluding observations

In summary, our lawyers believe that the grant has obtained the necessary authorization and approval at this stage, and the grant matter complies with the relevant provisions of the Administrative Measures, the Business Handling Guide and the Incentive Plan (Draft).

Beijing Fengyou Law Firm (Seal)

Head:

Handling Lawyer: [Zhang Xuning]

License number: 11101200510896235

Handling Lawyer: [Liu Ning]

Practising license number: 11101201411651392

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