Announcement of Hecheng Engineering Consulting Group Co., Ltd.'s Reply to the Regulatory Work Letter of the Shanghai Stock Exchange

Stock code: 603909 Securities abbreviation: Hecheng Shares Announcement number: 2021-070

The Board and all Directors warrant that the contents of this announcement are free from any misrepresentations, misleading statements or material omissions and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.

Important Content Tips:

● In view of the sisterly relationship between Zhou Yuqiong and Zhou Yubao, the relevant controllers of Qianhai Yuezi and Shenzhen Juhui, Qianhai Yuezi and Shenzhen Juhui constitute a concerted action in Article 83, Paragraph 9 of the Administrative Measures for Takeovers of Listed Companies, so Qianhai Yuezi and Shenzhen Juhui are consistent actors.

● Due to the lack of understanding of relevant laws and regulations by Qianhai Guangdong Capital, the previous information disclosure was inconsistent. On October 25, 2021, Qianhai Yuezi issued the Simplified Equity Change Report (Second Revised Edition), in which Shenzhen Juhui was identified as a consistent actor and consolidated to calculate its interests in Hecheng Shares. As of the date of this response, the above-mentioned inconsistencies in information disclosure have been eliminated.

● After verification, the company and all directors and supervisors do not buy and sell Hecheng shares through others, do not suggest others to buy and sell Hecheng shares or disclose the inside information of this transaction, and there is no potential relationship, concerted action relationship, insider trading, other transactions or interest arrangements with Qianhai Yuezi, Shenzhen Juhui, Sheng taixin and Shanghai Haodun and their beneficiaries.

● After verification, except for the existence of a related relationship/concerted action relationship between the share transferor Lin *Ming and Cai *Lan, Lin *Hui and Chen *Juan, Wang *and Liu*, Wu *Yu and Shanghai Haodun, and there is an overlap of some fund share holders in the products of Qianhai Yuezi, Shenzhen Juhui, Sheng Taixin and Shanghai Haodun, there is no other related relationship/concerted action relationship between the shareholders of the share transferor and other relevant parties and the shareholders of the transferor, and there is no insider trading, other transactions or interests There are also no illegal reductions, short-term trading, etc.

● After verification, the company's directors and supervisors have no relationship with other transferee shareholders, Qianhai Yuezi, Shenzhen Juhui, Shengtaixin and Shanghai Haodun and other relevant institutions, and there is no situation of holding the aforementioned fund shares or holding on behalf of other institutions.

● After verification, except for the inaccurate information disclosure in the "Simplified Equity Change Report (Revised Draft) of Hecheng Engineering Consulting Group Co., Ltd." prepared by Qianhai Yuezi and announced on September 11, 2021, the relevant information disclosure in the early stage of the transaction was true, accurate and complete. The company, its controlling shareholders and actual controllers do not have any related relationships, concerted action relationships or other interest arrangements that should be disclosed, and there are no circumstances that infringe on the rights and interests of investors or harm investors' right to know.

The Company recently received the Shanghai Securities Public Letter [2021] No. 2733 "Regulatory Work Letter on Matters Related to Hecheng Engineering Consulting Group Co., Ltd." (hereinafter referred to as the "Regulatory Work Letter") issued by the Shanghai Stock Exchange, and the Company carefully verified and implemented the relevant issues concerned by the "Regulatory Work Letter". The reply to the relevant question is as follows:

Question 1: According to the Securities Law, the Measures for the Administration of Takeovers of Listed Companies and other relevant provisions, if there are other economic interests such as partnership, cooperation or joint venture between investors, or if natural persons and siblings who hold more than 30% of the investor's shares hold shares of the same listed company, they constitute concerted actors. Your company and its shareholder Qianhai Yuezi shall further verify and demonstrate the affiliation between Qianhai Yuezi and Shenzhen Juhui in light of the family relationship of the relevant controller and the arrangement of common investment interests, the specific circumstances of the transaction, etc., verify the reasons for the inconsistency in the disclosure of relevant information, and promptly make necessary amendments and corrections, and ask lawyers and intermediaries to issue special opinions.

Reply:

1. The specific circumstances of the kinship relationship and joint investment interest arrangement and transaction of the relevant controllers of Qianhai Guangdong Capital and Shenzhen Juhui

(1) The kinship of the relevant controllers of Qianhai Yuezi and Shenzhen Juhui

As of the signing date of the share transfer agreement related to the change of rights and interests (June 21, 2021), the basic information of the two fund management companies of Qianhai Yuezi and Shenzhen Juhui and their actual controllers is as follows:

1. Qianhai Guangdong Capital and its actual controller

Zhou Yubao, a natural person, indirectly holds 81.5% of the equity of Qianhai Yuezi through Shenzhen Baoying Quantitative Asset Management Co., Ltd. (hereinafter referred to as "Baoying Quantitative"), and is the indirect controlling shareholder and actual controller of Qianhai Yuezi.

2. Shenzhen Juhui and its actual controller

Note: On August 10, 2021, Zhou Yuqiong transferred her 95% equity interest in Shenzhen Juhui to Xiao Wenjun and Wang Fangzheng, and after the completion of the transfer, the shareholding structure of Shenzhen Juhui was 95% held by Xiao Wenjun and 5% held by Wang Fangzheng. The above-mentioned equity change was registered on August 12.

The largest shareholder of Shenzhen Juhui was Zhou Yuqiong, a natural person, who held 95% of the equity of Shenzhen Juhui, and was the controlling shareholder and actual controller of Shenzhen Juhui at that time.

It was confirmed that Zhou Yubao, the indirect controlling shareholder and actual controller of Qianhai Yuezi, had a sisterly relationship with Zhou Yuqiong, the controlling shareholder and actual controller of Shenzhen Juhui at that time.

(2) The specific circumstances of the joint investment interest arrangement and transaction between Qianhai Guangdong Capital and Shenzhen Juhui

According to the relevant interview records, fund agreements and explanatory documents provided, qianhai Yuezi and Shenzhen Juhui two fund management companies have managed their products through the independent management team and fund managers they hired, and the trading decisions of each fund product are independently decided by the management team and fund manager of their fund management companies, and there is no overlap in the management teams of the two fund management companies. The first investment time of the two fund management companies in Hecheng shares and the positions held at the end of each month in the past year are as follows:

1. Qianhai Guangdong-funded transactions

Qianhai Guangdong Capital first invested in Hecheng Shares on March 1, 2018, and the investment entities were the National AA Collective Fund Trust Plan, the National BB Collective Fund Trust Plan and the National CC Collective Fund Trust Plan.

Qianhai Yuezi is a fund management company, its investment in the stock market is mainly through its fund products, and its source of funds for investment in Hecheng shares is mainly the fund property of each fund product managed and issued by Qianhai Yuezi.

From June 2020 to the date of signing of the share transfer agreement related to this equity change (June 21, 2021), the positions of Qianhai Yuezi in Hecheng Shares at the end of each month are as follows:

Unit: 10,000 shares

(continued)

2. Shenzhen Juhui transaction situation

Shenzhen Juhui first invested in Hecheng shares on March 2, 2020, and the investment entity is Juhui 7**** private equity fund.

Shenzhen Juhui is a fund management company, its investment in the stock market is mainly through its fund products, and its source of funds for investment in Hecheng shares is mainly the fund property of various fund products managed and issued by Shenzhen Juhui.

Shenzhen Juhui's position in Hecheng shares at the end of each month in the most recent year is as follows:

2. The relationship between Qianhai Guangdong Capital and Shenzhen Juhui and the relationship of concerted action

(1) Relevant laws and regulations on the determination of affiliation relationships and the determination of concerted actions

1. Relevant provisions of accounting standards for business enterprises

Article 4 of Accounting Standard for Business Enterprises No. 36 - Disclosure of Related Parties stipulates: "The following parties constitute related parties to an enterprise:

……

(10) Other enterprises controlled, jointly controlled or exerted significant influence by individual principal investors, key management personnel or family members close to the enterprise

……”

2. Relevant provisions of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange

Chapter 10, Section 1 of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange stipulates: "A legal person or other organization with any of the following circumstances shall be a related legal person of a listed company:

(3) a legal person or other organization other than the listed company and its holding subsidiary that is directly or indirectly controlled by an affiliated natural person of the listed company listed in Article 10.1.5, or in which the affiliated natural person serves as a director or senior manager;

3. Relevant provisions of the Measures for the Administration of Takeovers of Listed Companies

Article 83 of the Measures for the Administration of Takeovers of Listed Companies stipulates: "The term "concerted action" as used in these Measures refers to the act or fact that an investor, through an agreement or other arrangement, jointly expands with other investors the number of voting rights in a listed company's shares at his disposal."

Investors who have acted in concert in the acquisition of listed companies and related changes in the rights and interests of shares shall act in concert with each other. In the absence of evidence to the contrary, the investor shall act in concert in any of the following circumstances:

(9) Natural persons holding more than 30% of the investor's shares, directors, supervisors and senior management personnel serving on the investor, their parents, spouses, children and their spouses, their parents, siblings and their spouses, their spouses' brothers and sisters and their spouses and other relatives, hold shares in the same listed company as the investor;

(2) The relationship between Qianhai Guangdong Capital and Shenzhen Juhui

After the interview, it was confirmed that Zhou Yuqiong and Zhou Yubao were sisters. Shenzhen Juhui Qianhai Guangdong Capital complies with Paragraph 10 of Article 4 of Accounting Standard for Business Enterprises No. 36 - Disclosure of Related Parties and the relevant provisions of Chapter 10, Section 1 of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, so Qianhai Yue capital and Shenzhen Save related relationship.

(3) Whether Qianhai Guangdong Capital and Shenzhen Juhui constitute a concerted action relationship

As of the signing date of the share transfer agreement related to the change of rights and interests (June 21, 2021), the largest shareholder of Shenzhen Juhui is Zhou Yuqiong, a natural person, who holds 95% of the equity of Shenzhen Juhui, and the equity structure of Shenzhen Juhui is as follows:

As of the signing date of the share transfer agreement related to the change of rights and interests (June 21, 2021), Zhou Yubao indirectly holds 81.5% of the equity of Qianhai Yuezi through Shenzhen Baoying Quantitative Asset Management Co., Ltd. (hereinafter referred to as "Baoying Quantitative"), and is the indirect controlling shareholder of Qianhai Yuezi, and the shareholding structure of Qianhai Yuezi is as follows:

According to Paragraph 9 of Article 83 of the Measures for the Administration of Takeovers of Listed Companies, "natural persons holding more than 30% of the shares of investors and directors, supervisors and senior management personnel serving in investors, their parents, spouses, children and their spouses, their parents, siblings and their spouses, brothers and sisters of their spouses and their spouses and other relatives, hold shares of the same listed company as investors", Qianhai Yuezi and Shenzhen Juhui meet the above circumstances. At the same time, after verification and analysis, it was confirmed that both Qianhai Yuezi and Shenzhen Juhui failed to provide effective contrary evidence to prove that they did not have a consistent action relationship, so they constituted a consistent action relationship, and the specific analysis is as follows:

1. Analysis of decision-making mechanism

According to the Fund Contract and related instructions of Qianhai Yue capital and Shenzhen Juhui fund products, the management and decision-making mechanisms of the fund products of the two fund companies are compared as follows:

According to the relevant interview records and the fund agreements and explanatory documents provided, although the two fund management companies (1) manage their products through the independent management teams and fund managers they employ, (2) the trading decisions of each fund product are independently decided by the management team and fund manager of their fund management companies, and (3) Zhou Yubao and Zhou Yuqiong do not participate in the investment decisions of specific fund products.

However, there is no evidence that Zhou Yubao and Zhou Yuqiong, as the largest shareholders of Qianhai Yuezi and Shenzhen Juhui, were unable to re-elect or influence the hired management team and fund managers by exercising their shareholder rights. Therefore, zhou Yuqiong and Zhou Yubao sisters can have a potential impact on the investment decisions or the exercise of voting rights of fund products managed by Shenzhen Juhui Qianhai Guangdong Capital Management, and there is a possibility of jointly expanding the number of voting rights of a listed company at their disposal.

2. Analysis of the trading behavior of investment Hecheng shares

As of June 17, 2021, Qianhai Yuezi managed 20 fund products, all of which held a total of 10.55 million shares of Hecheng shares, with a market value of 148 million yuan calculated according to the closing price of Hecheng shares on June 17, 2021 of 14.01 yuan, accounting for 20.97% of the total fund product property of Qianhai Yuezi.

As of June 17, 2021, Shenzhen Juhui managed 6 fund products, all of which held a total of 6.4773 million shares of Hecheng shares, with a market value of 0.91 billion yuan calculated according to the closing price of Hecheng shares on June 17, 2021 of 14.01 yuan, accounting for 27.54% of the total fund product property of Shenzhen Juhui.

According to the explanations provided by Qianhai Yuezi and Shenzhen Juhui, the fund contract and the position table confirmed by the securities service agency, although the fund products managed by the two fund management companies are based on the research established by the fund manager to construct the investment portfolio and obtain investment returns, the investment scope of the fund products mainly includes listed company stocks, securities investment funds, bonds, bank wealth management products, etc., but as of June 17, 2021, The corresponding market value of the shares held by the two fund management companies in the products managed by the two fund management companies exceeded 20% of the total assets of their respective fund products, and the concentration was relatively high.

In summary, in view of the sisterly relationship between Zhou Yuqiong and Zhou Yubao, Qianhai Yuezi and Shenzhen Juhui constitute a concerted action situation in Paragraph 9 of Article 83 of the Administrative Measures for Takeovers of Listed Companies, but the above decision-making mechanism and analysis of the position holding behavior cannot be used as sufficient evidence to support the view that there is no concerted action between the two fund companies, so Qianhai Yuezi and Shenzhen Juhui are consistent actors.

3. Reasons for the inconsistencies in the previous information disclosure and the current revision

Qianhai Yuezi revised some of the contents of its disclosure of the "Simplified Equity Change Report of Hecheng Engineering Consulting Group Co., Ltd." on May 11, 2021, and disclosed the "Simplified Equity Change Report of Hecheng Engineering Consulting Group Co., Ltd. (Revised Draft)" on September 11, 2021, but it still did not regard Shenzhen Juhui as a consistent actor and did not consolidate its interests in Hecheng Shares.

Since Qianhai Yuezi did not have a good understanding of the relevant laws and regulations, after in-depth study of the relevant laws and regulations, Qianhai Yuezi believed that it and Shenzhen Juhui constituted a concerted action situation in Article 83, Paragraph 9 of the Administrative Measures for Takeovers of Listed Companies. On October 25, 2021, Qianhai Yuezi issued the Simplified Equity Change Report (Second Revised Edition), in which Shenzhen Juhui was identified as a consistent actor and consolidated to calculate its interests in Hecheng Shares. As of the date of this response, the above-mentioned inconsistencies in information disclosure have been eliminated.

Financial Advisor Verification Opinion:

After verification, under the premise that the relevant fund company and fund products do not contribute capital on behalf of the fund, the financial adviser believes that:

(1) In view of the sisterly relationship between Zhou Yuqiong and Zhou Yubao, Shenzhen Juhui Qianhai Guangdong Capital complies with Paragraph 10 of Article 4 of Accounting Standard for Business Enterprises No. 36 - Disclosure of Related Parties, as well as the relevant provisions of Chapter 10, Section 1 of the Rules Governing the Listing of Shares on the Shanghai Stock Exchange, and Qianhai Yue capital and Shenzhen Save are in an associated relationship;

(2) In view of the sisterly relationship between Zhou Yuqiong and Zhou Yubao, Shenzhen Juhui and Qianhai Yuezi complied with paragraph 9 of Article 83 of the Measures for the Administration of Takeovers of Listed Companies, and according to the internal decision-making mechanism of Qianhai Yuezi and Shenzhen Juhui and their positions in Hecheng Shares, there was no clear and sufficient evidence that Qianhai Yuezi and Shenzhen Juhui did not have a consistent action relationship, so Qianhai Yuezi and Shenzhen Juhui were consistent actors;

(3) The "Simplified Equity Change Report of Hecheng Shares (Second Amendment)" prepared by Qianhai Yuezi and announced on October 25, 2021 has taken Shenzhen Juhui as a consistent actor and consolidated its rights and interests held in Hecheng Shares, and the inaccuracies in the previous information disclosure have been eliminated.

Lawyer's Opinion:

As of 21 June 2021, Zhou Yuqiong, the controlling shareholder of Shenzhen Juhui, and Zhou Yubao, the indirect controlling shareholder of Qianhai Yuezi, had a family relationship (sister relationship), which was in line with the circumstances stipulated in Paragraph 9 of Article 83 of the Administrative Measures for Takeovers of Listed Companies. Although according to the information provided by Shenzhen Juhui and Qianhai Yuezi, the two fund management companies manage their products through the independent management team and fund managers they employ, and the trading decisions of each fund product are independently decided by the management team and fund manager of their fund management companies, and Zhou Yuqiong and Zhou Yubao do not participate in the investment decisions of specific fund products, there is no obvious evidence that Zhou Yuqiong and Zhou Yubao are directly/ Indirect controlling shareholders cannot exercise controlling shareholder rights to influence the specific investment decisions of the hired management team and fund managers. In addition, shenzhen Juhui and Qianhai Yuezi first invested in Hecheng shares at different times, but as of June 17, 2021, the corresponding market value of the shares held by the products managed by the two fund management companies exceeded 20% of the total fund product property of each fund, and the concentration was relatively high. The separate investment of the two fund management companies in Hecheng shares cannot be used as contrary evidence to fully support the non-concerted action between the two fund companies at the level of holding Hecheng shares.

In summary, Zhou Yuqiong and Zhou Yubao are sisters, and as of June 21, 2021, they respectively directly or indirectly held more than 30% of the equity of Shenzhen Juhui Qianhai Yuezi; there is no sufficient contrary evidence that the two cannot have a potential impact on the investment decisions of the fund products managed by Shenzhen Juhui Qianhai Yuezi, and Shenzhen Juhui and Qianhai Yuezi constitute consistent actors as stipulated in Article 83, Paragraph 9 of the Administrative Measures for Takeovers of Listed Companies at the level of holding Hecheng shares.

Question 2: Please further examine the relationship between your company and all the directors and supervisors and Other relevant institutions such as Qianhai Yuezi, Shenzhen Juhui, Shenzhen Shengtaixin Asset Management Co., Ltd. and Shanghai Haodun Asset Management Co., Ltd., whether there is a potential related relationship, a concerted action relationship, insider trading, other transactions or interest arrangements, and further verify whether there is a hidden relationship, a concerted action relationship, insider trading, other transactions or interest relationships between the shareholders of the equity transferor and other relevant parties, and the shareholders of the transferor. Whether there are illegal reductions, short-term transactions, etc., and whether the previous information disclosure is true, accurate and complete.

First, the basic situation of Qianhai Guangdong Capital, Shenzhen Juhui, Sheng Taixin, shanghai Haodun

As of the date of signing of the share transfer agreement related to the change of rights and interests (June 21, 2021), the basic situation of Qianhai Yuezi, Shenzhen Juhui, Shengtaixin and Shanghai Haodun is as follows:

Second, the basic situation of Hecheng shares

As of the date of signing of the share transfer agreement related to this change of rights (June 21, 2021), the basic situation of Hecheng shares is as follows:

3. The directors and supervisors of the company are aware of the insider information of the transaction and the situation of foreign investment

As of the disclosure date of this announcement, the company's directors, supervisors and senior insider information and foreign investment are as follows:

4. Whether there is a potential affiliation, concerted action relationship, insider trading, other transactions or interest arrangements between the listed company and all the directors and supervisors of the listed company and relevant institutions such as Qianhai Yuezi, Shenzhen Juhui, Shenzhen Shengtaixin Asset Management Co., Ltd. and Shanghai Howdon Asset Management Co., Ltd

In view of the above problems, the company mainly carries out verification work from the following aspects:

(1) Verify the basic information of the above four institutional shareholders through public network channels such as Enterprise Inspection and Tianyancha, and obtain fund holder information and investment decision background information of relevant fund products of four fund management companies, including Qianhai Yuezi, Shenzhen Juhui, Shengtaixin and Shanghai Haodun;

(2) Conduct special insider trading verification of the above four fund management companies, and obtain special insider trading instructions issued by the four fund management companies;

(3) Obtained the relevant documents of the above-mentioned four fund management companies at the end of each month in the past year, analyzed the changes in the positions, sorted out the months in which the fund management companies increased their holdings by more than 20% during this period, and inquired about each fund management company one by one, and each fund management company issued a written explanation on the reasons for the increase in the corresponding month;

(4) The Company and all directors and supervisors shall check whether there is any affiliation, potential affiliation, concerted action relationship, insider trading, other transactions or interest arrangements with Qianhai Yuezi, Shenzhen Juhui, Shenzhen Shengtaixin Asset Management Co., Ltd. and Shanghai Howtown Asset Management Co., Ltd. and other relevant institutions, and issue confirmation letters of relevant matters;

(5) To analyze the shareholding (if any) and changes in shareholding of all directors, supervisors and their affiliates from March 10, 2021 to June 18, 2021, based on the questionnaire filled in by all directors and supervisors of the Company on the basis of the questionnaire on related parties and their shareholdings, as well as the register of the top 200 shareholders of the Company sent by China Securities Depository and Clearing Co., Ltd. every 10 days;

(6) Reviewed the authenticity, accuracy and completeness of the memorandum on the progress of major matters and the list of insider information insiders in light of the company's insider information registration and management, and obtained a written commitment from the company and all directors and supervisors to comply with the relevant provisions on insider information management;

(7) Through interviews, questionnaires, bank capital flows, etc., further verify the contact between all directors and supervisors of the company and the relevant personnel of the above four fund management companies, and check whether there are large capital transactions between all directors and supervisors and the shareholders of the transferor of the transaction, the above four fund management companies and their beneficiaries between March 2021 and June 18, 2021.

Based on the above verification, the Company and all the directors and supervisors did not buy or sell hecheng shares on behalf of others, did not suggest others to buy and sell hecheng shares or disclose the inside information of the transaction, and there was no potential relationship, concerted action relationship, insider trading, other transactions or interest arrangements with Qianhai Yuezi, Shenzhen Juhui, Shengtaixin and Shanghai Haodun and their beneficiaries.

5. Whether there is a concealed relationship, a consistent action relationship, insider trading, other transactions or interest relationships between the shareholders of the equity transferor and other related parties, and whether there are any illegal reductions in holdings, short-term transactions, etc

On August 10, 2021, Xiamen Yiyue and Shenzhen Juhui signed the Termination Agreement, agreeing to terminate the equity transfer between the two parties, and Shenzhen Juhui will no longer participate in the transaction. On August 11, 2021 and August 12, 2021, the Company disclosed the Indicative Announcement on changes in Shareholders' Equity (Announcement No. 2021-065) and the Detailed Report on Changes in Equity of Hecheng Engineering Consulting Group Co., Ltd. (Revised Draft) on the designated information disclosure media.

(1) Obtain a confirmation letter signed by the shareholder of the transferor of the transaction that the shareholder of the transferor has no affiliation, concerted action relationship or other interest arrangements with other related parties, and verify whether there is a related relationship, concerted action relationship and other interest arrangements;

(2) Verify the situation of the natural person shareholders participating in the transaction and the foreign-invested enterprises through open network channels such as enterprise investigation and tianyan inspection, and verify whether there is a relationship of concealment of related parties or concerted action;

(3) Obtain a table of fund holders of the relevant fund products of the four fund management companies, including Qianhai Yuezi, Shenzhen Juhui, Sheng Taixin and Shanghai Haodun, analyze whether there is overlap in the fund holders of the relevant fund products of the above four fund management companies, and analyze whether there is overlap between the holders of the relevant fund products of the above four fund management companies and the shareholders of the transferor;

(4) According to the shareholding situation and the nature of the shareholders of the transaction participants, review whether the participants in the transaction have illegally reduced their holdings and short-term transactions.

After verification, the Company believes that the following circumstances exist:

(1) After Shenzhen Juhui withdraws from the transaction, there is a related relationship/concerted action relationship between some of the shareholders of the share transferor and other related parties and the shareholders of the transferor, as follows:

(2) As of the signing date of the share transfer agreement related to the change of rights and interests (June 21, 2021), the shareholders of the transferor of the shares, including Huang *zeng, Xie *xiang, Lin *hui, Chen *juan, Yang *huan, Wu *yu and other 6 people, have a situation of foreign investment enterprises, except for Shanghai Howdon invested by Wu * Yu, who holds hecheng shares, the remaining 5 foreign-invested enterprises do not hold Hecheng shares;

(3) As of the date of signing of the share transfer agreement related to the change of rights and interests (June 21, 2021), there is an overlap of fund share holders in the products of the four fund management companies of Qianhai Yuezi, Shenzhen Juhui, Shengtaixin and Shanghai Haodun, as follows:

In addition to the above circumstances, there is no other related relationship/concerted action relationship between the shareholders of the equity transferor and other related parties, and the shareholders of the transferor, there is no insider trading, other transactions or interest relationships, and there is no illegal reduction of holdings, short-term transactions, etc. The company's directors and supervisors have no relationship with other transferee shareholders, Qianhai Yuezi, Shenzhen Juhui, Shengtaixin and Shanghai Haodun and other relevant institutions, and there is no situation of holding the shares of the above-mentioned funds or holding on behalf of them.

6. Whether the previous information disclosure is true, accurate and complete

After investigation and analysis, in view of the concerted action relationship between Qianhai Yuezi and Shenzhen Juhui Save, the "Simplified Equity Change Report (Revised Draft) of Hecheng Engineering Consulting Group Co., Ltd. prepared by Qianhai Yuezi and announced on September 11, 2021" did not consolidate the rights and interests of Shenzhen Juhui in Hecheng Shares, which were co-actors, and its information disclosure was inaccurate, as follows:

(1) Shenzhen Juhui is not disclosed as a concerted actor in the "Purpose of Change of Rights and Interests in Section 3" regarding the shareholding of the information disclosure obligor and its consistent actors;

(2) Shenzhen Juhui's shareholding in the "Section 4 Method of Change of Rights and Interests" regarding the shareholding of the information disclosure obligor and its concerted actors is not disclosed;

(3) The transaction situation of Shenzhen Juhui in the "Circumstances of Buying and Selling Listed Shares in the Previous 6 Months" in the "Section 5 Situation of Buying and Selling Listed And Traded Shares in the Previous 6 Months" regarding the transaction situation of the information disclosure obligor and its consistent actors;

(4) In the "Schedule: Simplified Report on Changes in Equity", the disclosure of the number of shares in which the information disclosure obligor has an interest and the number and proportion of issued shares of the listed company are also inaccurate due to the error in the disclosure of the information disclosure of the concerted actor;

On September 11, 2021, the Company disclosed on the designated information disclosure media the Indicative Announcement on the Supplementary Amendment of the Simplified Equity Change Report of Shareholders (Announcement No. 2021-064) to explain the inaccuracies in the above information disclosure, and issued a "Working Letter" to Qianhai Yuezi and Shenzhen Juhui on September 13, 2021, requesting Qianhai Yuezi and Shenzhen Juhui to further explain whether there is a consistent action relationship, It also urged Qianhai Yuezi to revise the inaccurate content in the simplified equity change report. On October 25, 2021, Qianhai Yuezi issued the Simplified Equity Change Report (Second Revised Edition), in which Shenzhen Juhui was identified as a consistent actor and consolidated to calculate its interests in Hecheng Shares. As of the date of this response, the above-mentioned inconsistencies in information disclosure have been eliminated.

Question 3: Please further verify whether there is any undisclosed related relationship, concerted action relationship or other interest arrangement that should be disclosed, whether there are any circumstances that infringe on the rights and interests of investors and damage investors' right to know, and whether the previous information disclosure is true, accurate and complete.

(1) Based on the questionnaire filled in by the controlling shareholder and actual controller of the company, and verifying the overseas investment of the controlling shareholder, the actual controller and their close family members of the company through public network channels such as enterprise inspection and tianyancha, verifying the relationship between the controlling shareholder and the actual controller of the company and the relationship of concerted action; obtaining a confirmation letter from the shareholder of the transferor participating in the change of rights and interests that there is no other relationship, concerted action relationship or other interest arrangement with the company and its actual controller;

(2) In light of the company's insider information registration and management, review the investor research records and confidentiality agreements in the past 12 months, and obtain a letter of commitment signed by the controlling shareholder and the actual controller of the company that there is no undisclosed related relationship, concerted action relationship or other interest arrangement that should be disclosed, and that there is no infringement of investors' rights and interests or damage to investors' right to know.

After verification, it was confirmed that the "Simplified Equity Change Report (Revised Draft) of Hecheng Engineering Consulting Group Co., Ltd. prepared by Qianhai Yuezi and announced on September 11, 2021) did not consolidate the interests of Shenzhen Juhui, a consistent actor, in Hecheng Shares, and there were inaccuracies in the information disclosure. On 13 September 2021, the Board of Directors of the Company issued a Working Letter to Qianhai Yuezi and Shenzhen Juhui, requesting qianhai Yuezi and Shenzhen Juhui to further explain whether there is a consistent action relationship, and urging Qianhai Yuezi to revise the inaccurate content of the simplified equity change report. On October 25, 2021, Qianhai Yuezi issued the Simplified Equity Change Report (Second Revised Edition), in which Shenzhen Juhui was identified as a consistent actor and consolidated to calculate its interests in Hecheng Shares. As of the date of this response, the above-mentioned inconsistencies in information disclosure have been eliminated.

In addition to the above-mentioned inaccurate information disclosure in the previous period, the relevant information disclosure in the early stage of this transaction is true, accurate and complete. The company, its controlling shareholders and actual controllers do not have any related relationships, concerted action relationships or other interest arrangements that should be disclosed, and there are no circumstances that infringe on the rights and interests of investors or harm investors' right to know.

The relevant verification procedures performed by the financial adviser and the verification information obtained are the basis for the relevant verification opinions issued by the financial adviser. Based on the relevant basis, the Financial Adviser believes that the disclosure of relevant information in the early stage of this transaction is true, accurate and complete. In addition, in the course of the Transaction, there was no relationship, concerted action relationship, conveyance of interests or other interest arrangements between Yiyue Real Estate and its directors, supervisors and close relatives of Yiyue Real Estate and its directors, supervisors and close relatives and other natural persons participating in the transaction, Qianhai Yuezi, Shenzhen Juhui, Sheng Taixin and Shanghai Haodun.

For details of the verification procedures carried out by the financial adviser, please refer to the above and the "Financial Adviser Verification Opinion of Industrial Securities Co., Ltd. on the Regulatory Work Letter of Hecheng Securities Co., Ltd. on the < of the Shanghai Stock Exchange on the Matters Challenged by hecheng Engineering Consulting Group Co., Ltd. on media challenges > Reply" announced by Hecheng On 31 August 2021. In the process of verification, the financial adviser has performed the necessary verification procedures with the principle of diligence and due diligence, but in view of the limited means of verification of the financial adviser, the relevant risks may arise when individual relevant entities conceal and other acts.

This is hereby announced.

Sincere Engineering Consulting Group Co., Ltd

Board of Directors

2October 26, 2019

Simplified Report on Changes in Equity (Second Revision)

Name of listed company: Hecheng Engineering Consulting Group Co., Ltd

Place of listing: Shanghai Stock Exchange

Stock abbreviation: Hecheng shares

Stock code: 603909

Information disclosure obligor: Shenzhen Qianhai Yue-funded Fund Management Co., Ltd

Address: Room 201, Building A, No. 1 Qianwan 1st Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Nanshan District, Shenzhen, Guangdong Province (settled in Shenzhen Qianhai Commercial Secretary Co., Ltd.)

Nature of change in shares: Increase in shares.

The concerted actor of the information disclosure obligor 1: Shenzhen Baoying Quantitative Asset Management Co., Ltd

Address: Futian District, Shenzhen City, Shatou Street, Xiasha Community Binhe Road No. 9289 Xiasha Village Jingji Riverside Times Square A Block 3703

Concerted actor of the information disclosure obligor 2: Juhui (Shenzhen) Fund Management Co., Ltd

Address: Room 201, Building A, No. 1 Qianwan 1st Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Nanshan District, Shenzhen, Guangdong Province (settled in Shenzhen Qianhai Commercial Secretary Co., Ltd.)

Date of signature: 25 October 2021

Statement of the information disclosure obligor

1. The information disclosure obligor prepares this report in accordance with the Securities Law of the People's Republic of China, the Measures for the Administration of Takeovers of Listed Companies, the Guidelines for the Content and Format of Information Disclosure of PublicLy Offering Securities Companies No. 15 - Report on Changes in Equity and other relevant laws, regulations and normative documents.

2. The information disclosure obligor does not need to obtain authorization and approval to sign this report, and its performance does not violate or conflict with any provisions of the articles of association or internal rules of Hecheng Engineering Consulting Group Co., Ltd.

3. In accordance with the provisions of the Securities Law of the People's Republic of China, the Measures for the Administration of Takeovers of Listed Companies, and the Guidelines for the Content and Format of Information Disclosure of PublicLy Offering Securities Companies No. 15 - Report on Changes in Equity, this report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Hecheng Engineering Consulting Group Co., Ltd. As of the date of signing this report, in addition to the information disclosed in this report, the above-mentioned information disclosure obligor has not increased or decreased its interest in Hecheng Engineering Consulting Group Co., Ltd. by any other means.

4. This change of rights and interests is based on the information contained in this report, and the information disclosure obligor has not entrusted or authorized anyone else to provide information not contained in this report and make any interpretation or explanation of this report.

5. The information disclosure obligor undertakes that there are no false records, misleading statements or major omissions in this report, and assumes individual and joint legal responsibility for its truthfulness, accuracy and completeness.

Section 1: Interpretation

Unless otherwise noted or otherwise indicated, the terms referred to herein have the following specific meanings in this report:

Section 2: Introduction of information disclosure obligors

1. (1) The basic situation of the information disclosure obligor

(2) The basic circumstances of the concerted actors of the information disclosure obligor

(1) Baoying quantification

(2) Shenzhen Juhui

2. The basic situation of the directors and main responsible persons of the information disclosure obligor

As of the date of signing this report, the basic information of the main responsible persons of the information disclosure obligor and the concerted actors is as follows:

3. The shares in which the information disclosure obligor has an interest in other listed companies in China or abroad reach or exceed 5% of the issued shares of the company

As of the date of signing this report, the information disclosure obligor has no situation in which the shares in other domestic or overseas listed companies have an interest in or exceed 5% of the issued shares of the company.

4. Explanation of the relationship between the information disclosure obligor and its concerted actors and shareholdings

Baoying Quantification is the controlling shareholder of Qianhai Yuezi, holding 100% of the equity of Qianhai Yuezi, and forms a consistent action relationship with Qianhai Guangdongzi.

Zhou Yubao, the actual controller of Qianhai Yuehui, and Zhou Yuqiong, the actual controller of Shenzhen Juhui before August 12, 2021, are sisters, and Qianhai Yuezi and Shenzhen Juhui constitute a consistent action situation in Paragraph 9 of Article 83 of the Administrative Measures for Takeovers of Listed Companies, so Shenzhen Juhui and Qianhai Yuehui constitute a consistent action relationship.

As of August 11, 2021, the information disclosure obligor and its co-actors held a total of 17,334,807 shares (accounting for 8.645% of the total shares), of which Qianhai Yuezi held 10,550,039 shares, Shenzhen Juhui held 6,477,328 shares, and Baoying quantitatively held 307,440 shares.

On August 10, 2021, Zhou Yuqiong, the former actual controller of Shenzhen Juhui, transferred its 95% equity interest in Shenzhen Juhui to Xiao Wenjun and Wang Fangzheng, and after the completion of the transfer, the shareholding structure of Shenzhen Juhui was 95% held by Xiao Wenjun and 5% held by Wang Fangzheng. Shenzhen Juhui's former actual controller Zhou Yuqiong, Xiao Wenjun and Wang Fangzheng do not have no representation or other interest arrangements, the above-mentioned equity changes have been registered for industrial and commercial changes on August 12, 2021, and since August 12, 2021, Shenzhen Juhui and Qianhai Yuezi do not constitute a concerted action situation in Article 83, Paragraph 9 of the Administrative Measures for Takeovers of Listed Companies, so Shenzhen Juhui and Qianhai Yuezi do not constitute a consistent action relationship.

Shenzhen Juhui, Xiao Wenjun, Wang Fangzheng and Zhou Yuqiong undertake that there is no no proxy holding or other interest arrangement between Xiao Wenjun and Wang Fangzheng, the current shareholders of Shenzhen Juhui, and Zhou Yuqiong, the original shareholders of Shenzhen Juhui; from August 12, 2021, Shenzhen Juhui and Qianhai Yuezi and Baoying Quantification do not constitute a concerted action relationship.

Qianhai Yuezi, Baoying Quantification, Zhou Yubao undertake that there is no nominee holding or other interest arrangement between Zhou Yubao, the major shareholder of Baoying Quantification, and Xiao Wenjun and Wang Fangzheng, the current shareholders of Shenzhen Juhui; from August 12, 2021, except for the consistent action relationship between Qianhai Yuezi and Baoying Quantification, Qianhai Yuezi, Baoying Quantification and Shenzhen Juhui do not constitute a consistent action relationship.

On August 12, 2021, Shenzhen Juhui held 6,477,328 shares (3.230% of the total shares), and Qianhai Yuezi and Baoying Quantitative held a total of 10,857,479 shares (5.415% of the total shares), of which Qianhai Yuezi held 10,550,039 shares and Baoying Quantitative held 307,440 shares.

As of the date of signing this report, there has been no change in the quantitative shareholdings of Shenzhen Juhui, Qianhai Yuezi and Baoying.

5. Additional Notes on this Revision

On May 11, 2021 and September 11, 2021, the Company issued the Simplified Report on Changes in Equity and its revised drafts, but shenzhen Juhui was not identified as a consistent actor in the above reports.

The "Simplified Equity Change Report (Second Amendment)" issued this time has identified Shenzhen Juhui as a consistent actor of the Company and consolidated its interests in Hecheng Shares. After the consolidated calculation, the information disclosure obligor and its co-actors held a total of 5% of the shares of Hecheng for the first time on August 25, 2020. Therefore, the "Simplified Equity Change Report (Second Revision)" issued this time also supplements the disclosure of the shareholding and transaction situation before and after the time point when the first shareholding ratio reaches 5%.

Section 3 Purpose of Change of Equity

1. The purpose of this change of equity

The purpose of this change of equity is an investment transaction arrangement based on the needs of value investing.

2. Whether it intends to increase its shareholding in the company or reduce its existing interests in the next 12 months

As of the signing date of this report, the information disclosure obligor will reduce the shares in which it has an interest in the listed company within 12 months, and the proportion of shares in the company that Qianhai Yuezi and Baoying quantitatively merges is 0.5%-1%, and the proportion of shares in Shenzhen Juhui is 1%-3%. If there is a change in relevant rights and interests, the information disclosure obligation will be fulfilled in strict accordance with the relevant regulations.

Section 4 Methods of Changes in Equity

1. The way of this equity change

The method of this equity change is: on August 25, 2020, the information disclosure obligor and its concerted actors purchased 547,100 shares of Hecheng shares through the centralized bidding method of the Shanghai Stock Exchange, accounting for 0.382% of the total share capital of Hecheng shares; after this equity change, as of August 25, 2020, the information disclosure obligor and its consistent actors held a total of 7,185,328 shares, accounting for 5.016% of the total number of shares.

On May 10, 2021, the information disclosure obligor and its co-actors made their initial report on the change of equity in a simplified form, on which the three companies held 7,535,742 shares, Shenzhen Juhui held 1,637,540 shares, Baoying quantitatively held 219,600 shares, and the combined shares held 9,392,882 shares, accounting for 6.558% of the total shares.

The information disclosure obligor and its co-actors held a total of 5% of Hecheng shares for the first time on August 25, 2020, and their holdings of Hecheng shares at the end of each month from August 26, 2020 to May 31, 2021 are as follows:

As of the date of this report, Shenzhen Juhui holds 6,477,328 shares (3.230% of the total shares), and Qianhai Yuezi and Baoying Quantitative hold a total of 10,857,479 shares (5.415% of the total shares), of which Qianhai Yuezi holds 10,550,039 shares and Baoying Quantitative holds 307,440 shares.

2. The source of funds for increasing the shareholding

The information disclosure obligor and its concerted actors obtain shares from the following fund assets: the fund property of the Guangdong Capital Value Growth No. 9 Securities Investment Private Equity Fund managed and issued by Shenzhen Qianhai Yuezi Fund Management Co., Ltd., the fund property of Juhui No. 1 Private Equity Fund managed and issued by Juhui (Shenzhen) Fund Management Co., Ltd., and the own funds of Shenzhen Baoying Quantitative Asset Management Co., Ltd.

3. Restrictions on the rights of the information disclosure obligor's shares

As of the date of signing this report, there is no restriction on the rights of the shares of the listed company held by the information disclosure obligor.

Section 5 Trading of Listed Shares in the Previous 6 Months

The information disclosure obligor and its co-actors held a total of 5% of the shares of Hecheng for the first time on August 25, 2020. From 6 months before the date to the date of this equity change, the specific circumstances of the information disclosure obligor and its consistent actors who purchased Hecheng shares through the centralized auction method of the Shanghai Stock Exchange are shown in the following table:

From 6 months before the date to the date of this equity change, the specific circumstances of the information disclosure obligor and its concerted actors selling Hecheng shares through the centralized auction method of the Shanghai Stock Exchange are shown in the following table:

Section 6: Other major matters

As of the date of signing this report, this report has truthfully disclosed the relevant information on the change of rights and interests in accordance with the relevant regulations, and there is no information that should be disclosed but has not been disclosed in order to avoid misunderstanding of the contents of this report, nor is there any other information that should be disclosed but has not been disclosed according to the regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

Section 7: Declarations by information disclosure obligors

The Company undertakes that this report is free from false statements, misleading statements or material omissions, and assumes individual and joint legal responsibility for its truthfulness, accuracy and completeness.

Information disclosure obligor (seal): Shenzhen Qianhai Yue-fund fund management co., LTD

Legal representative (or authorized representative):

Date of signature: 25 October 2021

The concerted action of the information disclosure obligor 1 (stamped): Shenzhen Baoying Quantitative Asset Management Co., Ltd

The concerted actor of the information disclosure obligor 2 (sealed): Juhui (Shenzhen) Fund Management Co., Ltd

Section 8 Documents for reference

1. Directory of documents for reference

The information disclosure obligor has submitted the following documents for reference to the board of directors of the listed company for future reference:

(1) A copy of the legal person's business license of the information disclosure obligor;

(2) The list of directors of the information disclosure obligor and their principal responsible persons and identification documents;

(c) A letter of commitment that a relationship of concerted action will not be constituted from 12 August 2021;

2. The location of the document preparation for reference

Location: Unit 1101-1104, No. 2368 Fangzhong Road, Huli District, Xiamen

Tel:[phone]

Fax:[phone]

Schedule: Simplified report on changes in equity