Summary of the 2021 semi-annual report of Wanfang Urban Investment and Development Co., Ltd

Stock code: 000638 Securities abbreviation: *ST Wanfang Announcement number: 2021-073

1. Important Notice

The summary of this semi-annual report is from the full text of the semi-annual report, in order to fully understand the company's operating results, financial position and future development plans, investors should go to the media designated by the CSRC to carefully read the full text of the semi-annual report.

In addition to the directors listed below, the other directors attended the board meeting at which the semi-annual report was considered in person

Tips for non-standard audit opinions

□ Applicable √ Not applicable

The Board of Directors considers the plan for the distribution of profits from ordinary shares for the reporting period or the plan for the conversion of provident fund into equity capital

The company plans not to pay cash dividends, not to send bonus shares, and not to use the provident fund to increase the share capital.

The Board of Directors approved a plan for the distribution of preferred stock profits for the reporting period

Second, the basic situation of the company

1. Company Profile

2. Main financial data and financial indicators

Whether the company is required to retroactively adjust or restate previous year's accounting data

□ Yes √ No

3. The number of shareholders and shareholdings of the company

Unit: Shares

4. Change of controlling shareholder or actual controller

Change of controlling shareholder during the reporting period

There was no change in the controlling shareholder of the Company during the reporting period.

Changes in the actual controller during the reporting period

There was no change in the actual controller of the Company during the reporting period.

5. The total number of preferred shareholders of the company and the shareholding of the top 10 preferred shareholders

There were no preferred shareholders' holdings during the Company's reporting period.

6. Approve the status of the bonds in the semi-annual report to report the existence of the date

3. Important matters

1. On February 12, 2020, the Company and Yi Gangxiao signed the Letter of Intent for Equity Transfer, and the Company intends to transfer 55.30% of the equity of its holding subsidiary, Xintong NetEase. After completing the audit and evaluation of ICT NetEase, the Company will sign a formal Equity Transfer Agreement with Yi Gangxiao or a third party designated by it. For details, please refer to the Announcement on Signing the Letter of Intent for equity transfer of < > (Announcement No. 2020-006) disclosed by the Company on February 14, 2020 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn/).

On July 1, 2021, the 27th meeting of the 9th Board of Directors and the 15th meeting of the 9th Supervisory Board of the Company deliberated and passed the "Proposal on the Preliminary Plan for the Sale of Material Assets and Its Summary", etc., and the independent directors issued independent opinions, the content of which can be found in the Company's "China Securities News", "Securities Times", "Shanghai Securities News", "Securities Daily" on the same day and the relevant announcements disclosed by Juchao Information Network (http://www.cninfo.com.cn) (Announcement No. 2021-053, 2021-054, 2021-056), etc.

2. In order to meet the company's business development and demand for liquidity funds, the company signed a "Loan Contract" with Beijing Maohui on February 9, 2021, and the company intends to borrow 30 million yuan from Beijing Maohui, with a loan term of 6 months and an annual interest rate of 6%. To this end, the company pledged 13.5% of the equity held by Chengdu Xintong NetEase Medical Technology Development Co., Ltd. to Beijing Maohui as a guarantee measure for the company's repayment obligation. For details, please refer to the Announcement on Signing < Loan Contract > (Announcement No. 2021-003) disclosed by the Company on February 10, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

3. On February 22, 2021, the 19th meeting of the 9th Board of Directors, the 9th meeting of the 9th Supervisory Board and the 1st Extraordinary General Meeting of Shareholders of 2021 held on March 10, 2021 respectively deliberated and passed the "Proposal on Changing the Accounting Firm", the content of which is detailed in the company's "China Securities News", "Securities Times", "Shanghai Securities News" and "Securities Daily" on February 23, 2021. and the Announcement on the Change of Accounting Firm (Announcement No. 2021-006) disclosed by Juchao Information Network (http://www.cninfo.com.cn).

4. On March 9, 2021, Wanfang BIOT signed the Equity Transfer Framework Agreement with Fuyadong and Yadong Bio (Anguo), and according to the equity transfer framework agreement, Wanfang BIO intends to acquire not less than 15% of the equity of Yadong Bio (Anguo) held by Fuyadong, with a down payment of RMB 30 million. Yadong Bio (Anguo) currently has a recombinant hepatitis B vaccine (CHO cell) drug number (two specifications: Sinopharm S19990072 (10μg/0.5ml), Sinopharm S20010009 (20μg/1.0ml)), which is used for hepatitis B immunotherapy for newborns (class I) and maternal and infant blockade (class II), and the two document numbers are currently preparing for on-site certification. For details, please refer to the Announcement on the Signing of equity Transfer Framework Agreement (Announcement No. 2021-012) by the Holding Subsidiary on March 12, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

5. On March 11, 2021, Wanfang Biod, a holding subsidiary of the Company, signed a "Strategic Cooperation Agreement" with the Suzhou Medical Institute of the Chinese Academy of Sciences, agreeing that the two parties would cooperate to build the "Wanfang Biotech Research Center/Laboratory of the Suzhou Medical Institute of the Chinese Academy of Sciences" (hereinafter referred to as the "Research Center"), with technology as the traction and market demand as the goal, cooperate in the research and development of high-end medical devices, vaccine immune effect evaluation and third-party detection reagents and other related products recognized by both parties, and jointly form a closely cooperative research and development, engineering, The industrialization team has formed a number of achievements and technologies with independent intellectual property rights. For details, please refer to the Announcement on the Signing of a Strategic Cooperation Agreement between the Holding Subsidiary and the Suzhou Institute of Biomedical Engineering and Technology of the Chinese Academy of Sciences (Announcement No. 2021-014) disclosed by the Company on March 16, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

6. On April 16, 2021, Far Eastern Bio (Anguo) and Wanfang Biostitude signed the "Entrusted Management Agreement", in which Yadong Bio (Anguo) entrusted all the production, operation and management rights involved in its vaccine business to Wanfang Bioo for a period of two years, from March 1, 2021 to February 28, 2023. For details, please refer to the "Announcement on the Trusteeship of the Holding Subsidiary to Manage the CHO Cell Recombinant Hepatitis B Vaccine Business" (Announcement No. 2021-030) disclosed by the Company on April 19, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

7. Due to the negative net profit attributable to the shareholders of the listed company in 2020 and the operating income is less than 100 million yuan, the company's shares will be delisted risk warning due to the situation stipulated in Article 14.3.1 of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (Revised in 2020), "The audited net profit in the most recent fiscal year is negative and the operating income is less than 100 million yuan". For details, please refer to the "Announcement on the Risk Warning and Suspension of Trading of the Company's Stocks" (Announcement No. 2021-046) disclosed by the Company on June 10, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

8. On August 26, 2021, Wanfangyuan, the controlling shareholder of the Company, signed the "Voting Rights Proxy Agreement" with Huide Industry, according to which Wanfangyuan will hold 80,444,000 shares of the company, accounting for 26% of the total share capital of the company, corresponding to the voting rights (including but not limited to shareholder rights such as nomination and proposal rights) unconditionally and irrevocably entrusted to Huide Industrial to exercise, and the entrustment period is five years from the effective date of the agreement, so as to achieve the purpose of the entrustment and ensure the stability of control. During the period of voting rights entrustment, Wanfangyuan unconditionally and irrevocably waives the voting rights corresponding to all other shares except the entrusted shares, as well as the right to nominate and propose. As of the date of this announcement, 36,156,000 shares (corresponding to 11.69% of the shares) have been waived, and Huide Industrial has become the controlling shareholder of the Shanghai Company and has obtained control of the listed company. For details, please refer to the Indicative Announcement on the Signing of the Voting Rights Proxy Agreement by the Controlling Shareholder and the Proposed Change of Control of the Company (Announcement No. 2021-070) disclosed by the Company on August 26, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

Stock code: 000638 Stock abbreviation: *ST Wanfang Announcement number: 2021-071

Wanfang Urban Investment and Development Co., Ltd

Announcement of the resolution of the 31st meeting of the ninth board of directors

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 31st 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 August 14, 2021, and the meeting was held on August 29, 2021 at 14:30 pm 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 4 motions and made the following resolutions:

1. By 9 votes in favour, 0 votes against and 0 abstentions, the full text and summary of the 2021 Semi-Annual Report was deliberated and adopted.

For details, please refer to the "Summary of the 2021 Semi-annual Report" (Announcement No. 2021-073) disclosed in the Securities Times, China Securities News, Securities Daily and Shanghai Securities News on the same day and the "Full Text of the 2021 Semi-Annual Report" disclosed on the Juchao Information Network (http://www.cninfo.com.cn).

2. With 9 votes in favor, 0 votes against and 0 abstentions, the "Proposal on the Departure of Independent Directors and the Appointment of Independent Directors" was deliberated and passed, and this proposal needs to be submitted to the general meeting of shareholders for deliberation and approval before it can take effect.

Mr. Zhang Chao has been an independent director of the Company for six years, so he submitted a written resignation report to the Company and resigned as an independent director, chairman of the Remuneration and Appraisal Committee and member of the Audit Committee of the Ninth Board of Directors of the Company, and Mr. Zhang Chao will no longer hold any position in the Company after his departure. According to the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange, Mr. Zhang Chao's application for resignation shall take effect from the date of delivery to the Board of Directors of the Company.

The Company accepted the nomination of Ms. Sun Lili by Beijing Wanfangyuan Real Estate Development Co., Ltd. as an independent director candidate for the ninth board of directors of the Company (see the attachment for details of her resume), and the by-election of Ms. Sun Lili as an independent director of the Ninth Board of Directors of the Company, and the term of office is from the date of deliberation and approval of the Company's shareholders' general meeting to the date of expiration of the ninth board of directors. As of the date of this announcement, Ms. Sun Lili, an independent director candidate of the Company, has not obtained an independent director qualification certificate in accordance with the Guidelines for the Filing and Training of Independent Directors of Listed Companies and relevant provisions of the China Securities Regulatory Commission, and she herself has undertaken to participate in the latest independent director qualification training held by the Shenzhen Stock Exchange and obtain an independent director qualification certificate after this nomination.

Opinion of the Independent Directors of the Company:

In accordance with the relevant provisions of the Guiding Opinions of the China Securities Regulatory Commission on the Establishment of an Independent Director System for Listed Companies, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, the Articles of Association of the Company and other relevant provisions, as an independent director of the Company, we have carefully reviewed the matters concerning the departure of independent directors and the appointment of independent directors, and issued an independent opinion as follows:

After reviewing the personal history and other information of the independent director candidates, we believe that the educational background, professional knowledge, work experience and other information of the independent director candidate Ms. Sun Lili meet the requirements of the duties of the post, there is no situation that is not suitable for serving as an independent director of a listed company as stipulated in Article 146 of the Company Law or is determined by the CSRC to be a market prohibited person, and it meets the requirements for the appointment of independent directors of the company; the nomination, review and relevant deliberation procedures of the company's independent director candidates comply with the Company Law and the Articles of Association of the Company. According to the relevant provisions, there is no harm to the interests of the company and all shareholders, especially the minority shareholders, and the procedures are legal and effective, according to which we unanimously agree to the nomination and submit the above proposals to the company's shareholders' general meeting for consideration.

For details, please refer to the Announcement on the Departure of Independent Directors and the Appointment of Independent Directors (Announcement No. 2021-074) 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).

3. With 3 votes in favor, 0 votes against and 0 abstentions, the "Proposal on Signing the Debt Offsetting < Agreement> and Related Party Transactions" was deliberated and passed, and the company's affiliated directors Zhang Hui, Su Jianqing, Liu Yu, Zhang Hanhui, Liu Gelin, Guo Zibin, recused themselves from voting on the proposal, and the proposal still needs to be submitted to the shareholders' general meeting for deliberation and approval before it can take effect.

1. On August 29, 2021, the Company, Beijing Xuntong Changda Communication Technology Development Co., Ltd. (hereinafter referred to as "Xuntong Changda"), Wanfang Investment Holding Group Co., Ltd. (hereinafter referred to as "Wanfang Group"), Zhang Hui and Yao Jixian jointly signed the Settlement Agreement, and reached a settlement on the private lending dispute between Yao Jixian and the Company and Xuntong Changda, and as of July 31, 2021, after deducting part of the repaid amount, the total amount of creditor Yao Jixian's claims was RMB 40. RMB068,643.59, the Company is the joint and several liability repayer in this case.

2. On August 29, 2021, the Company held the 31st meeting of the Ninth Board of Directors, deliberated and passed the "Proposal on the Company's Signing of the Debt Offsetting < Agreement > and Related Party Transactions", in view of the fact that the user of the borrowed funds involved in the above cases is Beijing Wanfangyuan Real Estate Development Co., Ltd. (hereinafter referred to as "Wanfangyuan"), the actual repayment has been borne by Wanfangyuan, and Beijing Tianyuan Real Estate Development Co., Ltd. (hereinafter referred to as "Tianyuan Real Estate") has unpaid debts to Wanfangyuan, The Board of Directors of the Company agreed that the Company signed a debt offset against the Letter of Agreement with Wanfangyuan and Tianyuan Real Estate, so as to offset the debts of Tianyuan Real Estate to Wanfangyuan by party B for all the amounts repaid by Party B to Yao Jixian in accordance with the Settlement Agreement.

Prior approval and independent opinion of the Company's independent directors:

(1) The independent directors' prior approval opinions on the related party transaction

In accordance with the relevant provisions of the China Securities Regulatory Commission's Guiding Opinions on the Establishment of an Independent Director System for Listed Companies, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, and the Articles of Association of the Company, as independent directors of the Company, we have carefully listened to the Company's signing of the "Letter of Agreement" and related party transactions, reviewed the relevant materials, and hereby express the following prior approval opinions on this matter:

The transaction follows the principle of voluntariness, fairness and reasonableness and consensus of all parties, conforms to the interests of the company as a whole, conforms to the interests of the company and all shareholders, and does not find any damage to the interests of the shareholders of the company, especially the minority shareholders, and will not affect the independence of the company. We unanimously agree to submit this proposal to the 31st meeting of the 9th Board of Directors of the Company for consideration.

(2) The independent directors' independent opinions on the related party transaction

In accordance with the relevant provisions of the Guiding Opinions of the China Securities Regulatory Commission on the Establishment of an Independent Director System for Listed Companies, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, the Articles of Association of the Company and other relevant provisions, as an independent director of the Company, we conducted a prior review of the Company's signing of the Debt Offsetting < Agreement > and related party transactions, and issued the opinions of the independent directors as follows:

1. The company's signing of the debt offset against the "Letter of Agreement" and related party transactions is not expected to have a significant impact on the company's production and operation and performance, and there is no harm to the interests of listed companies and shareholders, especially the interests of small and medium-sized shareholders.

2. The decision-making procedure of the related party transaction is legal and compliant, and complies with the relevant laws and regulations such as the Company Law, the Securities Law, the Rules governing the Listing of Stocks on the Shenzhen Stock Exchange and the relevant provisions of the Articles of Association.

In summary, we agree with the Company's signing of the Debt Offset Against the Agreement and related party transactions.

For details, please refer to the Announcement on Signing the Debt Offsetting < Agreement and Related Party Transactions (Announcement No. 2021-075) 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).

4. By 9 votes in favor, 0 votes against and 0 abstentions, the "Proposal on Convening the Fourth Extraordinary General Meeting of Shareholders in 2021" was deliberated and passed.

For details, please refer to the Announcement on convening the Fourth Extraordinary General Meeting of Shareholders in 2021 (Announcement No. 2021-078) 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) on the same day.

This is hereby announced.

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

30 August 2021

annex

Independent Director Candidate

Sun Lili, female, born in 1984, graduate degree. Since 2011, he has been a system engineer at Chengdu CLP Jinjiang Information Industry Co., Ltd., specializing in the overall technology of radar systems, electronic countermeasures, array signal processing, radar target characteristics, system engineering, electromagnetic fields and microwaves and other fields of technology and engineering research.

Ms. Sun Lili has no relationship with the directors, supervisors and senior management of the company, and has no relationship with the controlling shareholder, actual controller and other shareholders holding more than 5% of the company's shares; does not hold Wanfang Development shares; has not been punished by the China Securities Regulatory Commission and other relevant departments or disciplined by the stock exchange; is not a "dishonest executor" after verification on the Supreme People's Court website; there is no Company Law, the Rules for the Listing of Stocks on the Shenzhen Stock Exchange, and the Articles of Association of the Company. Ms. Sun Lili has not yet obtained an independent director qualification certificate in accordance with the CSRC's Guidelines for the Filing and Training of Independent Directors of Listed Companies and relevant regulations, and she has promised to participate in the latest independent director qualification training held by the Shenzhen Stock Exchange and obtain an independent director qualification certificate after this nomination.

Stock code: 000638 Stock abbreviation: *ST Wanfang Announcement number: 2021-072

Announcement of the resolution of the sixteenth 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 16th 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 August 14, 2021, and the meeting was held as scheduled at 14:30 p.m. on August 29, 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. 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 full text and summary of the 2021 Semi-Annual Report were deliberated and adopted, and the following review opinions were issued.

The preparation and review procedures of the company's 2021 semi-annual report comply with the provisions of laws, regulations, the Articles of Association and the company's internal management system, and the report truly reflects the company's operation and management and financial situation in the half year of 2021.

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

Independent Directors Semi-Annual Report 2021

The occupation of funds and external guarantees by related parties of the company

Independent opinion on the special note

In accordance with the Code of Governance of Listed Companies, the Notice on Several Issues Concerning the Regulation of Capital Transactions between Listed Companies and Related Parties and the External Guarantees of Listed Companies, and the Articles of Association of the Company, we have carefully and meticulously verified the capital transactions between Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company") and related parties and the Company's external guarantees in a realistic manner, and issued the following independent opinions:

1. As of June 30, 2021, the Company's total non-operating arrears to the major shareholder Wanfangyuan and its related parties are as follows:

Unit: Meta

Therefore, there were no non-operational occupation of the company's funds by the controlling shareholder and its related parties during the reporting period, nor were there any illegal related parties that occurred in previous years and accumulated until June 30, 2021.

2. As of June 30, 2021, the Company has not provided external guarantees.

Zhang Chao, Xiao Xinggang and Song Weiqiang, independent directors of the company, believe that: 1. After careful inspection, the capital transactions between the company and related parties are normal operating capital transactions, and there is no situation in which related parties illegally occupy the funds of listed companies; 2. The company strictly abides by the relevant provisions of the Articles of Association of the Company, conscientiously implements the provisions of Circular [2003] No. 56 and [2005] No. 120 of the Securities Regulatory Commission, strictly controls the risk of external guarantees, and no illegal guarantee matters occur during the reporting period, safeguarding the interests of the majority of investors.

Independent director of Wanfang Urban Investment and Development Co., Ltd

Zhang Chao, Xiao Xinggang, Song Weiqiang

August 29, 2021

Independent Directors Sign Agreement on Debt Offsetting

and prior approval of related party transactions

In accordance with the Guiding Opinions of the China Securities Regulatory Commission on the Establishment of an Independent Director System for Listed Companies, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, the Articles of Association of the Company and other relevant provisions, as an independent director of Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company"), we have carefully listened to the Company's signing of the Debt Offsetting < Agreement > and Related Party Transactions, reviewed the relevant materials, and hereby issue the following prior approval opinions on this matter:

Independent Directors Regarding the Departure of Independent Directors

and an independent opinion on the appointment of independent directors

In accordance with the relevant provisions of the China Securities Regulatory Commission's Guiding Opinions on the Establishment of an Independent Director System for Listed Companies, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, and the Articles of Association of the Company, we, as an independent director of Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company"), have carefully reviewed the matters concerning the departure of independent directors and the appointment of independent directors, and issued the following independent opinions:

Independent opinion on the signing of debt offsetting Agreements and related party transactions

In accordance with the relevant provisions of the Guiding Opinions of the China Securities Regulatory Commission on the Establishment of an Independent Director System for Listed Companies, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, and the Articles of Association of the Company, we, as an independent director of Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company"), conducted a prior review of the Company's signing of the Debt Offsetting < Agreement > and related party transactions, and issued the opinions of the independent directors as follows:

1. The signing of the debt offsetting< agreement > and related party transactions of the company is not expected to have a significant impact on the company's production and operation and performance, and there is no harm to the interests of listed companies and shareholders, especially the interests of small and medium-sized shareholders.

Stock code: 000638 Securities abbreviation: *ST Wanfang Announcement number: 2021-074

Regarding the departure of independent directors and the appointment of independent directors

announcement

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.

1. Regarding the resignation of independent directors of the company

The Board of Directors of Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company") recently received a written departure report from Mr. Zhang Chao, an independent director. According to the Company Law, the Guiding Opinions on the Establishment of an Independent Director System in Listed Companies, the Guidelines for the Performance of Duties by Independent Directors of Listed Companies, the Articles of Association of the Company, the Independent Director System of the Company, and other relevant provisions, the period of re-election of independent directors shall not exceed six years. Mr. Zhang Chao has been an independent director of the Company for six years, so he submitted a written resignation report to the Company and resigned as an independent director, chairman of the Remuneration and Appraisal Committee and member of the Audit Committee of the Ninth Board of Directors of the Company, and Mr. Zhang Chao will no longer hold any position in the Company after his departure. According to the Rules Governing the Listing of Shares on the Shenzhen Stock Exchange, Mr. Zhang Chao's application for resignation shall take effect from the date of delivery to the Board of Directors of the Company.

Mr. Zhang Chao has been conscientious and diligent during his tenure as an independent director of the Company, and the Company and the Board of Directors express their heartfelt thanks to Mr. Zhang Chao for his contributions to the Company during his tenure of office.

According to the relevant provisions of the Guiding Opinions of the China Securities Regulatory Commission on the Establishment of an Independent Director System in Listed Companies and other relevant provisions, if the proportion of independent directors in all members of the board of directors is less than one-third due to the resignation of independent directors, the independent directors who resign shall continue to perform their duties until the date of the emergence of new independent directors, and the company will nominate new independent director candidates in accordance with relevant laws and regulations.

2. Regarding the appointment of independent directors of the company

According to the needs of the company's strategic development, as well as the provisions of the Guiding Opinions of the China Securities Regulatory Commission on the Establishment of an Independent Director System in Listed Companies and the Articles of Association of the Company, the Company accepted the nomination of Ms. Sun Lili as an independent director candidate for the ninth board of directors of the Company by Beijing Wanfangyuan Real Estate Development Co., Ltd. (see the attachment for details of the resume), and the Company held the 31st meeting of the Ninth Board of Directors on August 29, 2021 to deliberate and pass the "Proposal on the Departure of Independent Directors and the Appointment of Independent Directors of the Company". Agreed to elect Ms. Sun Lili as an independent director of the Ninth Board of Directors of the Company for a term of office from the date of deliberation and approval by the Company's General Meeting of Shareholders to the date of expiration of the Ninth Board of Directors. As of the date of this announcement, Ms. Sun Lili, an independent director candidate of the Company, has not obtained an independent director qualification certificate in accordance with the Guidelines for the Filing and Training of Independent Directors of Listed Companies and relevant provisions of the China Securities Regulatory Commission, and she herself has undertaken to participate in the latest independent director qualification training held by the Shenzhen Stock Exchange and obtain an independent director qualification certificate after this nomination. The independent directors of the Company expressed a concurring independent opinion.

The independent directors of the Company express an independent opinion on this matter as follows:

For details of the nominee and candidate statements, please refer to the relevant contents disclosed by the Giant Tide Information Network on the same day.

Stock code: 000638 Stock abbreviation: *ST Wanfang Announcement number: 2021-075

On the signing of the Agreement on debt offsetting

and announcement of related party transactions

I. Overview

1. On August 29, 2021, Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company"), Beijing Xuntong Changda Communication Technology Development Co., Ltd. (hereinafter referred to as "Xuntong Changda"), Wanfang Investment Holding Group Co., Ltd. (hereinafter referred to as "Wanfang Group"), Zhang Hui and Yao Jixian jointly signed the Settlement Agreement to settle the private lending dispute between Yao Jixian and the Company and Xuntong Changda, and as of July 31, 2021, after deducting part of the amount repaid, The total amount of the creditor Yao Jixian's claim was RMB40,068,643.59, and the Company was the joint and several liability repayer in this case.

2. On August 29, 2021, the Company held the 31st meeting of the Ninth Board of Directors, deliberated and passed the "Proposal on the Company's Signing of the Debt Offsetting < Agreement > and Related Party Transactions", in view of the above-mentioned cases involving the use of the borrowed funds is Beijing Wanfangyuan Real Estate Development Co., Ltd. (hereinafter referred to as "Wanfangyuan"), the actual repayment responsibility has been borne by Wanfangyuan, and the Company's wholly-owned subsidiary Beijing Tianyuan Real Estate Development Co., Ltd. (hereinafter referred to as "Tianyuan Real Estate") The Board of Directors of the Company agreed that the Company would sign a debt offset with Wanfangyuan and Tianyuan Real Estate to offset the "Letter of Agreement" for the outstanding debts of Wanfangyuan, and if the Company repaid the loan to Yao Jixian in accordance with the Settlement Agreement, the debt of Tianyuan Real Estate to Wanfangyuan would be offset accordingly.

3. Since Wanfangyuan is the controlling shareholder of the Company, according to the relevant provisions of the Stock Listing Rules of the Shenzhen Stock Exchange, this transaction constitutes a related party transaction. It has been deliberated and approved by the 31st meeting of the ninth board of directors of the company, and in accordance with the relevant regulations, the company's affiliated directors Zhang Hui, Su Jianqing, Liu Yu, Zhang Hanhui, Liu Gelin, Guo Zibin, recused themselves from voting, and the independent directors of the company approved in advance and expressed independent opinions on the related party transaction. In view of the fact that the amount of the related party transaction exceeds RMB30 million and accounts for more than 5% of the absolute value of the latest audited net assets of the listed company, it needs to be submitted to the company's shareholders' general meeting for consideration and approval before it can be implemented, at which time the affiliated shareholders will recuse themselves from voting.

2. Basic information of the parties to the agreement

1. Beijing Wanfangyuan Real Estate Development Co., Ltd

Company Name: Beijing Wanfangyuan Real Estate Development Co., Ltd

Type: Other Limited Liability Company

Enterprise unified social credit code: 911100008017236638

Legal representative: Zhang Hui

Registered capital: RMB 750 million

Registered address: Room 3101, 27th Floor, Block A, No. 1 Shuguang Xili A, Chaoyang District, Beijing

Date of establishment: November 16, 2000

Business period: From November 16, 2000 to no fixed period

Business scope: real estate development; sales of self-developed commercial housing; rental of commercial housing. (Market entities independently choose business projects and carry out business activities in accordance with law; projects that require approval in accordance with law shall carry out business activities in accordance with the approved content after approval by relevant departments; and must not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) ）

Shareholding structure:

Relationship with the Company: Wanfangyuan is controlled by the Company. It is an affiliated legal person of a listed company.

After an inquiry by the China Enforcement Information Disclosure Network, Wanfangyuan has been listed as a judgment defaulter. Wanfangyuan and the Tianjin Branch of Shengjing Bank Co., Ltd. were listed as judgment defaulters by the Third Intermediate People's Court of Beijing Municipality for failing to perform the payment obligations determined by the effective legal documents within the specified period of time due to the case of notarizing the creditor's rights documents, and the amount of non-performance was 285.3344 million yuan. This is a debt offset and does not constitute a material impact.

Financial Position:

The most recent yearly financial data are as follows (unaudited):

Unit: RMB

2. Beijing Tianyuan Real Estate Development Co., Ltd

Company name: Beijing Tianyuan Real Estate Development Co., Ltd

Enterprise unified social credit code: 91110113700231117X

Legal representative: Deng Yonggang

Registered capital: RMB 64 million

Registered address: Unit 1, Building 32, Shiyuan South District, Shunyi District, Beijing

Date of establishment: September 6, 1999

Business period: September 6, 1999 to September 5, 2029

Business scope: real estate development; sales of commercial housing; property management. (Enterprises independently choose business projects and carry out business activities in accordance with the law; projects that require approval in accordance with the law shall carry out business activities in accordance with the approved content after approval by the relevant departments; and shall not engage in the business activities of projects prohibited and restricted by the city's industrial policy.) ）

Relationship with the Company: Tianyuan Real Estate is a holding subsidiary of the Company.

Whether he is a judgment defaulter: No

3. Debt offsetting the main contents of the Letter of Agreement

(1) Parties

Party A: Beijing Wanfangyuan Real Estate Development Co., Ltd

Party B: Wanfang Urban Investment and Development Co., Ltd

Party C: Beijing Tianyuan Real Estate Development Co., Ltd

(2) The main content of the agreement

After friendly consultation, the parties have reached this agreement as follows on the settlement and offsetting of creditor's rights and debts:

Article 1 The Parties acknowledge that as of July 31, 2021, the balance of Party C's debts to Party A is RMB76,213,102.16.

Article 2 According to the Settlement Agreement, as of July 31, 2021, the total amount of yao jixian's claims was RMB40,068,643.59. Party B, Xuntong Changda, Wanfang Group and Zhang Hui, as jointly and severally liable repayers, undertake to pay off the remaining claims to Yao Jixian before November 30, 2021.

In view of the fact that the user of the borrowed funds involved in the above case is Party A, and the actual repayment liability has always been borne by Party A, the parties agree that all the amounts repaid by Party B to Yao Jixian in accordance with the Settlement Agreement shall be offset against Party C's liabilities to Party A accordingly. If the amount actually repaid by Party B to Yao Jixian during the performance of the Settlement Agreement is lower or higher than the total amount of the claim of RMB40,068,643.59 as of July 31, 2021, Party C's liabilities to Party A shall be offset accordingly according to the amount actually repaid.

4. Other arrangements involving the transaction

1. The transaction does not involve personnel placement, land leasing, debt restructuring, etc.

2. After the completion of this transaction, there will be no competition with the controlling shareholder and its related parties in the same industry. If a new related party transaction arises, the company will perform the approval and announcement procedures in strict accordance with the provisions of the Rules for the Listing of Stocks on the Shenzhen Stock Exchange, the Articles of Association of the Company and the Management System for Related Party Transactions, actively protect the legitimate rights and interests of investors, and ensure the fairness of transactions.

Fifth, the impact on listed companies

The offsetting of the repayment of creditor's rights and debts will not affect the company's profit and loss for the current period and after the period.

6. The total amount of various related party transactions that have occurred with the related legal person from the beginning of the year to the disclosure date

The total amount of various related party transactions that have occurred with the associated legal person from the beginning of the year to the disclosure date is 0 yuan.

7. Prior approval and independent opinion of independent directors

In accordance with the relevant provisions of the China Securities Regulatory Commission's Guiding Opinions on the Establishment of an Independent Director System for Listed Companies, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, and the Articles of Association of the Company, as independent directors of the Company, we have carefully listened to the Company's signing of the Debt Offsetting < Agreement > and Related Party Transactions, reviewed the relevant materials, and hereby issue the following prior approval opinions on the matter:

8. Documents for reference

1. Resolution of the 31st meeting of the Ninth Board of Directors;

2. Prior approval opinions of independent directors;

3. Opinions of independent directors;

4. Debt offsetting the Letter of Agreement.

Stock code: 000638 Securities abbreviation: *ST Wanfang Announcement number: 2021-076

Announcement on the Conclusion of the Settlement Agreement for Litigation

Announcement on litigation-related matters and signing of the Settlement Agreement

Important Content Tips:

1. Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as "the Company" or "Wanfang Development") and Beijing Xuntong Changda Communication Technology Development Co., Ltd. (hereinafter referred to as "Xuntong Changda") and Yao Jixian signed the "Loan Agreement" on April 27, 2011, in which the Company borrowed RMB22 million from Yao Jixian, and Xuntong Changda assumed the guarantee liability for the above debts within the value of the RMB60 million equity held by Wanfang Investment Holding Group Co., Ltd. (hereinafter referred to as "Wanfang Group"). On April 28, 2011, Beijing Wanfangyuan Real Estate Development Co., Ltd. (hereinafter referred to as "Wanfangyuan"), the company's largest shareholder, issued a "Letter of Commitment" to the company, because the company's previous arrears to Wanfangyuan could not be repaid, and Wanfangyuan due to the need for capital turnover, after consultation between the borrowers and lenders, Yao Jixian provided a loan of 22 million yuan to the company will be directly transferred to the Wanfangyuan bank account, and the principal interest and other expenses involved in the subsequent repayment of the loan are borne by Wanfangyuan, and the company can directly offset the arrears to Wanfangyuan. After the signing of the agreement, the loan was directly transferred from the third party designated by Yao Jixian to the Wanfangyuan bank account, and the actual transfer amount was 20 million yuan.

2. Because Wanfangyuan failed to repay the above loans in full and on time, in October 2018, Yao Jixian filed a lawsuit, demanding that the company repay its principal of 20 million yuan, liquidated damages of 10.64 million yuan and interest, liquidated damages, etc. In January 2020, the civil judgment of the People's Court of Daxing District of Beijing (2018) Jing 0115 Min Chu No. 25015 ordered the company to return the principal and interest and liquidated damages of Yao Jixian's loan. The Company appealed after the first-instance judgment, during which the parties to the litigation negotiated and Yao Jixian confirmed in writing that Yao Jixian agreed not to pursue repayment liability from the Company before July 31, 2021. As of July 31, 2021, the parties involved in the litigation still owed Yao Jixian a total of RMB40,068,643.59 in the principal and interest, liquidated damages, property preservation fees, litigation costs, and lawyers' fees.

3. The litigation stage of the case: the judgment has been made in the first instance, and the mediation in the second instance takes effect;

4. The position of the listed company as a party: defendant;

5. The amount involved in the case: the principal amount of the loan is 20 million yuan and interest, liquidated damages, actual property preservation fees, insurance premiums, lawyer fees and other expenses;

6. Whether it will have a negative impact on the profit and loss of the listed company: Wanfangyuan has issued a commitment during the borrowing period, and the repayment principal and interest and related expenses corresponding to the company's loan to Yao Jixian are borne by Wanfangyuan, so it is expected that this matter will not cause losses to the company and will not affect the profits of the current period and after the period.

1. An overview of the signing of the Settlement Agreement

According to the Civil Judgment (2018) Jing 0115 Min Chu No. 25015 of the People's Court of Daxing District, Beijing Municipality, and the Explanatory Letter issued by Yao Jixian to the Company, in view of the failure of Xuntong Changda, Wanfang Investment Holding Group Co., Ltd. (hereinafter referred to as "Wanfang Group") and Zhang Hui to pay off the arrears to Yao Jixian before July 31, 2021, Yao Jixian requested that the remaining arrears be pursued against the Company, Xuntong Changda, Wanfang Group and Zhang Hui in accordance with the first-instance judgment.

On August 29, 2021, the Company, Xuntong Changda, Wanfang Group, Zhang Hui and Yao Jixian signed a Settlement Agreement on the settlement of creditor's rights and debts, stipulating that as of July 31, 2021, after deducting some of the amounts repaid, Yao Jixian's total amount of claims was RMB40,068,643.59, and the Company was one of the joint and several liability repayers in this case, and the Company and other debtors intended to repay the remaining arrears in installments. At the same time, the Company signed an Agreement on Debt Offsetting with Wanfangyuan and Beijing Tianyuan Real Estate Development Co., Ltd. (hereinafter referred to as "Tianyuan Real Estate"), a wholly-owned subsidiary of the Company, and if the Company actually performed its repayment obligations to Yao Jixian, the corresponding repayment amount would continue to offset the Company's debts to Wanfangyuan. As of July 31, 2021, the balance of funds payable to Wanfangyuan within the scope of the company's merger was 82,708,031.55 yuan, which exceeded the amount involved in the lawsuit and was sufficient to offset it, so even if the repayment was made in advance on behalf of other litigation parties, it would not affect the company's profit and loss. For details, please refer to the Announcement on Signing the Debt Offsetting < Agreement and > related Party Transactions (Announcement No. 2021-075) disclosed in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn) on the same day.

2. The background of the litigation involved in the signing of the Settlement Agreement

(1) The basic circumstances of the acceptance of this major litigation matter

1. Date of acceptance of this lawsuit: October 30, 2018

2. The name and location of the litigation institution

Name of litigation institution: Daxing District People's Court of Beijing Municipality

Location of the litigation institution: Beijing

(2) The basic circumstances of the case

1. Parties and agents in the litigation

Plaintiff: Yao Jixian

Defendant: Wanfang Urban Investment and Development Co., Ltd

Defendant: Beijing Xuntong Changda Communication Technology Development Co., Ltd

2. Litigation claims

(1) Ordered Wanfang Development to repay the principal amount of the loan of RMB20 million; (2) ordered Wanfang Development to repay liquidated damages of RMB10.64 million; (3) ordered Wanfang Development to repay interest and liquidated damages; (4) ordered Xuntong Changda to bear joint and several liability for the debts owed by Wanfang Development to Yao Jixian within the value of its original equity interest in Wanfang Investment Holding Group Co., Ltd. (hereinafter referred to as "Wanfang Group") of RMB60 million; (5) ordered Wanfang Development, Xuntong Changda Company bears the legal fees of 100,000 yuan incurred by Yao Jixian in this case; (6) the litigation costs in this case are borne by Wanfang Development and Xuntong Changda Company.

3. Facts and reasons

From April 27, 2011 to May 31, 2013, Yao Jixian signed the Loan Agreement, Supplementary Agreement and Repayment Agreement with Wanfang Development and Xuntong Changda. On April 28, 2011, Yao Jixian signed the Equity Pledge Agreement with Xuntong Changda. Through the above agreement, Yao Jixian provided a loan of RMB20 million to Wanfangyuan, the designated account of Wanfang Development, on April 28, 2011. Yao Jixian claimed that Wanfang Development should repay the principal amount and liquidated damages totaling RMB30.64 million by July 27, 2013. If it is overdue, Wanfang Development shall pay interest at four times the interest rate of the bank's loan for the same period, and pay a penalty of 1‰ per day. Xuntong Changda used its equity of RMB60 million in Wanfang Group as a guarantee for the repayment of the debt. After the expiration of the loan period, Wanfang Development failed to return it in time, so Yao Ji first sued the court.

Wanfang Development and Xuntong Changda argued that they did not agree with all of Yao Jixian's litigation claims. Wanfang Development and Xuntong Changda did not recognize the amount of principal, interest and liquidated damages still owed, yao Jixian did not recognize the termination of the pledge and did not agree to pay legal fees and litigation fees, and the statute of limitations in this case has exceeded three years.

(3) The circumstances of the judgment

On January 3, 2020, the Daxing District People's Court of Beijing Municipality rendered a civil judgment (2018) Jing 0115 Min Chu No. 25015, ordering the listed company to return the principal and interest and liquidated damages of Yao Jixian's loan, and the specific judgment is as follows:

1. Wanfang Development shall repay the principal amount of Yao Jixian's loan of RMB20 million within seven days from the effective date of this judgment; 2. Wanfang Development shall repay Yao Jixian's interest and liquidated damages within seven days from the effective date of this Judgment (based on the principal amount of RMB20 million, from June 28, 2011 to the date of actual payment of the principal, calculated at a rate of 24% per annum); 3. Xuntong Changda shall bear full compensation liability for the above debts of Wanfang Development within the value of its equity of WANFANG Group of RMB60 million; 4 3. Wanfang Development and Xuntong Changda shall jointly pay Yao Jixian's lawyers' fees of RMB100,000 for this case within seven days from the effective date of this judgment; 5. Reject Yao Jixian's other litigation claims.

If the obligation to pay money is not performed within the period specified in this judgment, the interest on the debt during the period of delayed performance shall be doubled in accordance with Article 253 of the Civil Procedure Law of the People's Republic of China.

The case acceptance fee of RMB286,834 shall be borne jointly by Wanfang Development and Xuntong Changda (to be paid seven days from the effective date of this judgment); the preservation fee of RMB5,000 shall be borne by Wanfang Development (paid seven days from the effective date of this judgment); and the appraisal fee of RMB51,200 shall be borne by Xuntong Changda (paid seven days from the effective date of this judgment).

If you are not satisfied with this judgment, you may, within 15 days from the date of service of the judgment, submit a statement of appeal to this court, submit a copy according to the number of parties on the other side, pay the appeal case acceptance fee, and appeal to the Second Intermediate People's Court of Beijing Municipality.

(4) Civil mediation situations

After receiving the above judgment, Wanfang Development appealed to the Beijing No. 2 Intermediate People's Court within the statutory time limit, and on May 28, 2020, the Beijing No. 2 Intermediate People's Court rendered the (2020) Jing 02 Min Zhong No. 3026 Civil Mediation Letter, finding that as of April 15, 2020, Yao Jixian's total amount of claims was RMB62,683,034. Wanfang Development and Xuntong Changda, Wanfang Group and Zhang Hui agreed to repay the creditor's rights to Yao Jixian in installments, and Yao Jixian agreed that if the debtor repays in installments according to the agreement, the interest on the delay in repayment will no longer be calculated from April 15, 2020. At the same time, Yao Jixian issued an Explanatory Letter to Wanfang Development: Before July 31, 2021, Yao Jixian agreed not to pursue the repayment liability from Wanfang Development, and if Wanfang Group, Xuntong Changda and Zhang Hui failed to fulfill all the repayment obligations before July 31, 2021, they would claim and strictly pursue the repayment liability of all debts in this case according to the effective legal documents made by the court.

After the mediation letter came into effect, Xuntong Changda, Wanfang Group and Zhang Hui repaid part of the loan, but failed to fully perform the debt repayment obligation in accordance with the contents of the civil mediation letter.

3. The main contents of the Settlement Agreement signed by the parties

(1) The parties

Party A: Yao Jixian

Party C: Beijing Xuntong Changda Communication Technology Development Co., Ltd

Ding Fang: Wanfang Investment Holding Group Co., Ltd

E Fang: Zhang Hui

After consultation between the five parties A, B, C, D and E, the settlement agreement on the settlement of creditor's rights and debts in this case is reached for the parties to comply with and implement:

Article 1 As of July 31, 2021, after deducting part of the amount repaid, the total amount of Party A's claims in this case was RMB40,068,643.59.

Article 2 The parties agree to pay off the creditor's rights and debts stipulated in this Agreement in installments in the following ways:

1. B, C, D and E, as jointly and severally liable repayers, undertake to repay the remaining claims to Party A before November 30, 2021.

2. Before November 30, 2021, Party B will pay off the debt to Party A step by step with the sale of 55.3% of the equity of Chengdu Xintong NetEase Medical Technology Development Co., Ltd., and if the time for Party B to sell the above equity is advanced, the time for Party B to pay off the debt will also be advanced accordingly.

(1) Within 5 working days after the signing of this Agreement, Party B will open a new collection account for the equity transfer payment, and Party A and Party B will jointly handle the account management at the bank to ensure that Party B will use the equity transfer payment to pay off Party A's debts.

(2) Party B shall use not less than RMB25 million of the sale of 20% equity of Chengdu Xintong NetEase Medical Technology Development Co., Ltd. to repay Party A's debts before October 31, 2021, and if Party B sells the above equity in advance, Party B shall pay party A such amount in advance.

(3) Before November 30, 2021, Party B will use the sale of 35.3% of the equity of Chengdu Xintong NetEase Medical Technology Development Co., Ltd. to repay party A's remaining debts.

(4) If Party C, D and Party E repay Party A before Party B, Party B will reduce the repayment amount to Party A accordingly.

Article 3 If there is no default such as delayed payment, partial payment or non-payment in the course of performance of the provisions of Article 2 of this Agreement, Party A agrees that the interest and liquidated damages for the debts in this case shall cease to be calculated as of August 31, 2021. If there is a delay, partial payment or non-payment in any of the payment contents stipulated in the Second Treaty, Party A has the right to immediately apply for resumption of enforcement, and has the right to require Party B, C, D and E to jointly and severally pay all debts to Party A, and the interest and liquidated damages of the debts shall be based on the Civil Judgment of the Beijing Daxing District People's Court (2018) Jing 0115 Min Chu No. 25015 and the Civil Mediation Letter of the Beijing Second Intermediate People's Court (2020) Jing 02 Min Zhong No. 3026. Continue to be calculated until the date of full liquidation.

4. The impact of this matter on the company's profit for the current period or after the period

1. According to the "Commitment Letter" issued by Wanfangyuan to the company on April 28, 2011: all costs and expenses arising from this loan are borne by Wanfangyuan, and the company can directly offset the loan to Wanfangyuan. Moreover, since 2009, the balance of arrears payable to Wanfangyuan within the scope of the company's consolidation is higher than the amount of Yao Jixian's debt, which is sufficient to offset it, so this matter does not have a substantial impact on the company's financial statements.

2. The company and the parties involved in the lawsuit signed the "Settlement Agreement", and the company, as one of the joint and several liability repayers in this case, assumed the repayment obligation to Yao Jixian, and at the same time, according to the "Letter of Commitment" issued by Wanfangyuan and the debt signed between the company and Wanfangyuan (subject to the deliberation and approval of the company's shareholders' meeting), if the company actually performed the repayment obligation to Yao Jixian, the actual repayment amount of the company can offset the balance of the company's arrears to Wanfangyuan. As of July 31, 2021, the balance of funds payable to Wanfangyuan within the scope of the company's merger was 82,708,031.55 yuan, which exceeded the amount involved in the lawsuit and was sufficient to offset it, so even if the repayment was made in advance on behalf of other litigation parties, it would not affect the company's profit and loss.

The Company will fulfill its information disclosure obligations in a timely manner in accordance with the progress of the Settlement Agreement, and investors are reminded of investment risks.

5. Documents for reference

1. Beijing Daxing District People's Court (2018) Jing 0115 Min Chu No. 25015 Civil Judgment;

2. Beijing No. 2 Intermediate People's Court (2020) Jing 02 Min Zhong No. 3026 Civil Mediation Letter;

3. Yao Jixian's "Explanatory Letter";

4. Settlement agreement;

5. The "Letter of Agreement" between the company and Wanfangyuan and Tianyuan real estate debts.

Stock code: 000638 Securities abbreviation: *ST Wanfang Announcement number: 2021-077

Announcement on the progress of material asset restructuring

First, the basic situation of this major asset restructuring

Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company") held the 27th meeting of the Ninth Board of Directors on July 1, 2021, deliberated and passed the "Proposal on the Company's Major Assets Sale Plan" and other proposals related to the major asset restructuring, and the Company intends to sell 55.30% of the equity of Chengdu Xintong NetEase Medical Technology Development Co., Ltd. (hereinafter referred to as "Xintong NetEase") held by the listed company in cash to Yi Gangxiao and Li Peng. For details, please refer to the relevant announcements disclosed by the Company in China Securities News and Juchao Information Network (http://www.cninfo.com.cn) on July 3, 2021.

Second, the progress of this major asset restructuring

After the disclosure of the material asset sale plan, the company and the intermediary institutions hired by the company, including independent financial advisers, legal advisers, auditing institutions, and appraisal agencies, are actively promoting the major asset restructuring work, and after the above work is issued by the intermediary institutions, the company will reconvene the board of directors to review the relevant matters of the major asset restructuring, and after the board of directors deliberates and approves, the company will disclose the material asset restructuring report and issue a notice of convening a general meeting of shareholders. To the General Meeting of Shareholders to consider the relevant matters of this major asset restructuring.

3. Relevant risk tips

1. The transaction is still in the pre-planned stage, and can only be implemented after the official report is issued and the company's board of directors and the shareholders' general meeting are deliberated and approved. In addition, in the "Major Risk Warning" chapter of the "Wanfang Urban Investment and Development Co., Ltd. Major Assets Sale Plan" disclosed by the Company on July 3, 2021, a special explanation was made for the risk factors related to the transaction, and investors were urged to carefully read the relevant content and pay attention to the investment risks.

2. On August 26, 2021, Beijing Wanfangyuan Real Estate Development Co., Ltd., the controlling shareholder of the Company, signed the "Voting Rights Proxy Agreement" with Baishan Huide Industrial Co., Ltd., according to which Wanfangyuan will hold 80,444,000 shares of the Company, accounting for 26% of the total share capital of the Company, corresponding to the voting rights (including but not limited to shareholder rights such as nomination and proposal rights) unconditionally and irrevocably entrusted to Huide Industry to exercise, and the entrustment period is five years from the effective date of the agreement. In order to achieve the purpose of entrustment and ensure the stability of control, Wanfangyuan unconditionally and irrevocably waives the voting rights and the right to nominate and propose all other shares except the entrusted shares during the period of voting rights entrustment. Huide Industrial intends to become the controlling shareholder of the company and obtain control of the listed company. For details, please refer to the relevant announcements disclosed by the Company on August 26, 2021 in China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn).

As of the disclosure date of this announcement, the Company and relevant shareholders are responding to the Shenzhen Stock Exchange's letter of concern on the above matters, and there is still uncertainty about the above-mentioned voting rights entrustment matters, resulting in the risk that the Company will change the actual controller and the actual controller's subsequent arrangements for the relevant matters, which will affect the failure of the transaction to be implemented as planned.

In accordance with the Measures for the Administration of Material Asset Restructuring of Listed Companies and the relevant provisions of the Shenzhen Stock Exchange, the Company will issue a progress announcement every 30 days before issuing a notice of shareholders' general meeting to consider the major asset sale. The information disclosure media designated by the company are China Securities News, Securities Times, Shanghai Securities News, Securities Daily and Juchao Information Network (http://www.cninfo.com.cn), and all publicly disclosed information of the company is subject to the official announcement published in the above media. Please pay attention to the relevant announcements and pay attention to the investment risks.

Stock code: 000638 Securities abbreviation: *ST Wanfang Announcement number: 2021-078

Regarding the convening of the Fourth Extraordinary General Meeting of Shareholders in 2021

notice

Wanfang Urban Investment and Development Co., Ltd. (hereinafter referred to as the "Company") is scheduled to hold the Fourth Extraordinary General Meeting of Shareholders of 2021 at 14:45 on Thursday, September 16, 2021. The main matters of the meeting are as follows:

I. Basic information of the convening of the shareholders' meeting:

(1) Session of the General Meeting of Shareholders: The Fourth Extraordinary General Meeting of Shareholders in 2021.

(2) Convener: The ninth board of directors of Wanfang Urban Investment and Development Co., Ltd.

(3) The legality and compliance of the meeting:

The 31st meeting of the Ninth Board of Directors of the Company deliberated and passed the "Proposal on Convening the Fourth Extraordinary General Meeting of Shareholders in 2021", and the convocation procedure complied with the relevant laws, administrative regulations, departmental rules, other normative documents and the relevant provisions of the Articles of Association.

(4) Date and time of the meeting:

1. The on-site meeting will be held at 14:45 on September 16, 2021 (Thursday);

Among them, the specific time for online voting through the Shenzhen Stock Exchange trading system is: 09:15 to 9:25, 09:30 to 11:30 and 13:00 to 15:00 on September 16, 2021; the specific time for voting through the Shenzhen Stock Exchange Internet system is any time from 09:15 to 15:00 on September 16, 2021.

(5) How to convene the meeting: The shareholders' meeting will be held by a combination of on-site voting and online voting. The Company will provide voting platforms in the form of online voting to shareholders of the Company through the Shenzhen Stock Exchange trading system and the Internet voting system, and the shareholders of the Company can exercise their voting rights through the above system during the online voting time.

Shareholders of the Company may only choose one of the voting methods of on-site voting and online voting. If the same share is voted repeatedly through the on-site and online voting system, the voting result shall be subject to the first valid voting result.

(VI) Date of Record of Shares: September 9, 2021 (Thursday)

(7) Participants in the meeting:

1. After the completion of the transaction at 15:00 on Thursday, September 9, 2021, the equity registration date, all shareholders of the Company registered with the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., shareholders who are unable to attend the meeting for any reason may authorize others to attend and vote in writing, or participate in the online voting during the online voting time, and the shareholder agent does not have to be a shareholder of the Company;

2. Directors, supervisors and senior management of the company;

3. Witness lawyer hired by the company.

(8) Conference venue: 12A Wanfang Development Conference Room, Block B, China International Science and Technology Convention and Exhibition Center, No. 12 Yumin Road, Chaoyang District, Beijing.

II. Matters to be considered at the Meeting:

1. The above proposal has been deliberated and passed by the 31st meeting of the ninth board of directors of the company. For details of the above proposals, please refer to the Announcement on the Signing of the Debt Offsetting < Agreement > and Related Party Transactions (Announcement No. 2021-075) and the Announcement on the Departure of Independent Directors and the Appointment of Independent Directors (Announcement No. 2021-074) disclosed by the Company on the same day on Juchao Information Network (http//www.cninfo.com.cn).

2. Regarding the proposal to sign the Debt Offset against the Letter of Agreement and Related Party Transactions, since Wanfangyuan is the controlling shareholder of the Company and Tianyuan Real Estate is a wholly-owned subsidiary of the Company, according to the relevant provisions of the Stock Listing Rules of the Shenzhen Stock Exchange, the affiliated shareholders Beijing Wanfangyuan Real Estate Development Co., Ltd., Ms. Liu Gelin and Ms. Liu Yu should recuse themselves from voting on the proposal.

3. Regarding the proposal on the departure of independent directors and the appointment of independent directors, the cumulative voting system shall be adopted for the election of independent directors. Each share has the same voting rights as the number of directors to be elected, the number of independent directors or the number of supervisors, and the voting rights owned by the shareholders may be used collectively or separately, but shall not exceed the maximum limit corresponding to the number of votes of the directors, independent directors or supervisors, otherwise the vote on the proposal shall be invalid and shall be regarded as an abstention;

4. The company accepts the nomination of Ms. Sun Lili by Beijing Wanfangyuan Real Estate Development Co., Ltd. as an independent director candidate for the ninth board of directors of the company, and the qualifications and independence materials of the independent director candidates will be submitted to the Shenzhen Stock Exchange for review and submitted to the company's shareholders' general meeting for consideration;

III. Code of The Proposal of the Meeting:

The codes of the proposals for this shareholders' meeting are shown in the following table

IV. Registration Methods of Meetings:

(1) Registration of legal person shares: The legal representative of a legal person stock shall hold a copy of the business license with the official seal, the certificate of the legal representative and his or her own identity card to go through the registration formalities; if the entrusted agent attends, he must also go through the registration formalities with his or her identity card and the power of attorney of the legal person representative;

(2) Individual shareholder registration: Individual shareholders must register the shareholder's account card and id card; the entrusted agent shall go through the registration formalities with his or her id card, a power of attorney with a seal or autograph, a principal's ID card, and a principal's shareholder account card.

(c) the trustee's request to submit documents at the time of registration and voting:

1. If an individual shareholder personally entrusts others to attend the meeting, he shall present his/her valid identity document and shareholder power of attorney.

2. Where the legal representative entrusts an agent to attend the meeting, the agent shall present his or her identity card and a written power of attorney issued by the legal representative of the legal person shareholder unit in accordance with law.

3. If the client is a legal person, the legal representative or the person authorized by the resolution of the board of directors or other decision-making bodies shall attend the company's shareholders' meeting as a representative.

4. The principal shall exercise the voting rights according to the number of voting shares represented by the principal, and each share shall enjoy one vote.

The power of attorney shall indicate whether the principal or agent can vote according to his own will without specific instructions from the principal.

(5) Registration place: Corporate Securities Affairs Department

V. Specific operational processes for participating in online voting

At the shareholders' meeting, the company will provide shareholders with an online voting platform, and shareholders can participate in voting through the Shenzhen Stock Exchange trading system and the Internet voting system (url is http://wltp.cninfo.com.cn), (the content and format involving specific operations when participating in online voting are detailed in Annex 1).

6. Other matters

(1) Contact information for the meeting

Company address: 12A Wanfang Development Securities Affairs Department, Block B, China International Science and Technology Convention and Exhibition Center, No. 12 Yumin Road, Chaoyang District, Beijing

Tel:[phone]

Fax:[phone]

Contact: Wang Xinyi

Zip code: 100029

(2) Meeting expenses: The on-site meeting lasts for half a day, and the participating shareholders or agents pay for transportation, food and accommodation.

7. Documents for reference

Resolution of the thirty-first meeting of the ninth board of directors of the company

Annex I:

The specific operation process of participating in online voting

1. Procedures for online voting

1. Voting code: 360638; voting abbreviation: Wanfang Voting

2. Proposal setting and voting opinions

(1) Motion setting

Table 1: List of "proposal codes" corresponding to the proposals of the general meeting of shareholders

(2) Fill in the number of votes or votes:

For non-cumulative voting proposals, fill in the form of voting opinions, agree, oppose, abstain.

(3) Shareholders voting on the general proposal shall be deemed to have expressed the same opinion on all proposals except cumulative voting proposals.

In the event that shareholders vote repeatedly on the general proposal and sub-proposal of the same proposal, the first valid vote shall prevail. If the shareholders first vote on the sub-proposal and then vote on the general proposal, the voting opinion of the sub-proposal that has been voted on shall prevail, and the voting opinion of the general proposal shall prevail for other uncontested proposals; if the general proposal is voted on first, and then the sub-proposal is voted on, the voting opinion of the general proposal shall prevail.

(4) Voting on the same motion shall be subject to the first valid vote.

2. Procedures for voting through the trading system of the Shenzhen Stock Exchange

2. Shareholders can log in to the trading client of the securities company and vote through the trading system.

3. Voting procedures through the Internet voting system of the Shenzhen Stock Exchange

1. The Internet voting system will start voting at 09:15 on September 16, 2021 and end at 15:00 on September 16, 2021.

2. For online voting through the Internet voting system, shareholders are required to apply for identity authentication in accordance with the provisions of the "Shenzhen Stock Exchange Investor Network Service Identity Authentication Business Guidelines (Revised in April 2016)" and obtain the "Shenzhen Stock Exchange Digital Certificate" or "Shenzhen Stock Exchange Investor Service Password". The specific identity authentication process can be accessed in the Http://wltp.cninfo.com.cn Rules guidelines section of the Internet voting system.

3. Shareholders can log in to the http://wltp.cninfo.com.cn vote through the Internet voting system of the Shenzhen Stock Exchange within the specified time according to the service password or digital certificate obtained.

Annex II:

Power of Attorney of the General Meeting of Shareholders

I hereby authorize Ms. \ to attend the 4th Extraordinary General Meeting of Shareholders of Wanfang Town Investment and Development Co., Ltd. in 2021 on my behalf and to exercise voting rights on my behalf. The commission period shall commence at the aforesaid meeting and end at the end of the meeting.

Principal Name:

Client Business License/ID Number:

Number of principal shares:

Principal Stock Account Number:

Trustee Name:

Trustee Business License/ID Number:

The Company/my voting opinion on the proposal of the Shareholders' Conference:

Note: 1. The authorization instructions of the principal of this shareholders' meeting to the trustee shall be subject to the "√" in the boxes below "agree", "oppose" and "abstain". If the principal does not give specific instructions for voting on the matter under consideration or has multiple authorization instructions on the same matter, it is deemed that the trustee has the right to vote according to his own opinion. 2. The validity period of this power of attorney is from the date of signing of this power of attorney to the end of this shareholders' meeting.

Principal (signature): ________

Monday, Sunday, 2021