Indicative Announcement of CICC Fund Management Co., Ltd. on the Announcement of Listing and Trading of CICC Yinli Consumer Infrastructure Closed Infrastructure Securities Investment Fund

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The board of directors and directors of CICC Fund Management Co., Ltd. (hereinafter referred to as "the Company") guarantee that there are no false records, misleading statements or major omissions in the information contained in the fund listing and trading announcement, and assume individual and joint liabilities for the authenticity, accuracy and integrity of its contents.

CICC Yinli Consumption Infrastructure Closed Infrastructure Securities Investment Fund (the fund is referred to as "CICC Yinli Consumption REIT", the market is referred to as "CICC Yinli Consumption REIT", and the transaction code is 180602) will be listed on the Shenzhen Stock Exchange on April 30, 2024. The full text of the listing and trading announcement will be on the company's website (www.ciccfund. com) on April 25, 2024 Fund electronic disclosure website of China Securities Regulatory Commission（ http://eid.csrc.gov.cn/fund ）And Shenzhen Stock Exchange website（ http://reits.szse.cn/disclosure/index.html ）Disclosed for investors' reference.

Investors can call the fund manager's customer service telephone (400-868-1166) for consultation.

Risk tip: The fund manager promises to manage and operate the fund assets in the principle of honesty, credit, diligence and responsibility, but does not guarantee that the fund will be profitable or the minimum return. There are risks in investment. Before investing in the Fund, investors are kindly requested to carefully read the Fund contract, the latest prospectus, the summary of fund product information and other information disclosure documents of the Fund, be familiar with the relevant rules of infrastructure funds, independently judge the investment value of the Fund, prudently make investment decisions and bear the investment risks on their own.

It is hereby announced.

CICC Fund Management Co., Ltd

April 25, 2024

Zhongjin Yinli Consumption Infrastructure Closed Foundation

Announcement on Listing of Facility Securities Investment Fund

Fund Manager: CICC Fund Management Co., Ltd

Fund Custodian: China Merchants Bank limited company

Registration authority: China Securities Depository and Clearing Corporation Limited

Listing place: Shenzhen Stock Exchange

Listing time: April 30, 2024

Date of announcement: April 25, 2024

1、 Important statements and tips

In accordance with the Securities Investment Fund Law of the People's Republic of China (hereinafter referred to as the "Fund Law"), the Standards for the Contents and Forms of Information Disclosure of Securities Investment Funds No. 1 (Contents and Forms of Listing and Trading Announcements) Preparation of the Listing Rules of Shenzhen Stock Exchange for Securities Investment Funds and the Measures of Shenzhen Stock Exchange for Public Offering of Infrastructure Securities Investment Funds (for Trial Implementation), Zhongjin Yinli Consumption Infrastructure Closed Infrastructure Securities Investment Fund (hereinafter referred to as "the Fund") The board of directors and directors of the fund manager CICC Fund Management Co., Ltd. (hereinafter referred to as "the fund manager" or "CICC Fund") guarantee that there are no false records, misleading statements or major omissions in the information contained in this announcement, and assume individual and joint liabilities for the authenticity, accuracy and integrity of its contents. The Fund Custodian China Merchants Bank Co., Ltd. (hereinafter referred to as the "Fund Custodian") guarantees the authenticity, accuracy and integrity of the Fund's financial and accounting materials in this announcement, and promises that there are no false records, misleading statements or major omissions.

The opinions of the CSRC and Shenzhen Stock Exchange on the listing of the Fund and related matters do not indicate any guarantee for the Fund. For relevant contents not covered in this announcement, investors are requested to consult the Prospectus of the Fund and its updates in detail.

2、 Fund overview

（1） Basic information

1. Fund name: CICC Yinli Consumption Infrastructure Closed Infrastructure Securities Investment Fund.

2. Fund abbreviation: Zhongjin Yinli Consumption REIT.

3. Fund secondary market transaction abbreviation: Zhongjin Yinli Consumption REIT.

4. Transaction code of the secondary market of the fund: 180602.

5. Total fund units: 1000000000.

6. Fund operation mode: contract type closed type. During the duration, the Fund will not accept subscription, redemption and transfer out business (except for changes in the total amount of shares due to fund raising). After the fund is listed for trading, in addition to the shares of the fund that are subject to restrictions on sales as agreed in the fund contract, the shares on the floor can be listed for trading; The fund units subscribed by investors using OTC fund accounts can participate in the over-the-counter transactions of Shenzhen Stock Exchange through re custody or transfer on the Funds Connect platform, which can be handled in accordance with the rules of Shenzhen Stock Exchange and the registration authority.

7. Duration: In addition to the extension or early termination of the duration as agreed in the Fund Agreement, the duration of the Fund (i.e. the Fund Closure Period) is 25 years from the initial effective date of the Fund Agreement. During this period, the Fund operates in a closed manner and is listed on the Shenzhen Stock Exchange under the conditions of compliance with regulations. After the expiration of the duration, the Fund may extend the duration upon the resolution of the General Meeting of Fund Unitholders. Otherwise, the operation of the Fund will be terminated and liquidated without convening a general meeting of fund share holders.

8. As of April 23, 2024, the two working days before this announcement, 162839659 shares had been arranged in the unlimited period and 835570000 shares had been arranged in the limited period of this listing transaction.

The tradable shares of offline investors and their managed placement objects within the three trading days (including the first day of listing) prior to the listing date of the Fund shall not exceed 20% of their allocated shares; From the fourth trading day after the listing of the Fund, all the allocated shares of offline investors and their managed placement objects can be freely circulated.

9. Stock exchange listed for trading: Shenzhen Stock Exchange.

10. Listing date: April 30, 2024.

11. Fund Manager: CICC Fund Management Co., Ltd.

12. Fund Custodian: China Merchants Bank Co., Ltd.

13. Registration authority: China Securities Depository and Clearing Co., Ltd.

（2） Main risks in infrastructure fund investment, operation and transaction

The Fund is an infrastructure fund, which is different from the general public offering of securities investment funds. Investors should pay special attention to it. The Fund has different risk return characteristics from conventional public funds investing in stocks, bonds, other securities and their derivatives. More than 80% of the fund assets of the infrastructure fund are invested in infrastructure asset-backed securities and hold all their shares. The infrastructure fund holds all the equity of the infrastructure project company through infrastructure asset-backed securities, and obtains full ownership or operation rights of infrastructure projects through such carriers as asset backed securities and the project company. The main purpose of the infrastructure fund is to obtain stable cash flow such as rent and fees of infrastructure projects, and the income distribution ratio shall not be less than 90% of the annual distributable amount of the fund after the merger.

The main risks of the Fund in the investment operation, transaction and other links include the unique risks of the infrastructure fund and other risks of the fund investment. Among them, (1) the unique risks of infrastructure funds, Including but not limited to industrial risks related to consumer infrastructure (Risks in relevant industries that may be caused by changes in the macroeconomic environment, risks of changes in urban planning and facilities around infrastructure projects, traffic conditions, etc., risks of changes in relevant policies and regulations, risks of intensified competition in industries related to consumer infrastructure, risks of impact of e-commerce development on offline retail industry, and the inability of consumer infrastructure to continue as a shopping destination The risk of operation), the investment management risk of infrastructure funds (the transaction risk of the fund's first investment; the operation risk of infrastructure projects; the risk of valuation and cash flow forecasting; the risk of direct or indirect external financing of infrastructure projects; the risk related to the acquisition and sale of infrastructure projects; the risk of the expiration, requisition or recovery of land use rights; Infrastructure fund conflict of interest and related party transaction risk), And other special risks related to infrastructure funds (centralized investment risk, liquidity risk, raising failure risk, management risk of fund manager, due diligence risk of operation management organization, due diligence risk of plan manager and custodian, risk that tax policy adjustment may affect the income of fund share holders, risk of early termination of special purpose vehicles such as special plans, force majeure risk, specific reputation risk Etc.); (2) Other general risk factors, including but not limited to fund price fluctuation risk, suspension or termination of listing risk, operational and technical risk of relevant participating institutions, compliance risk of fund operation, securities market risk, etc. See Part VIII "Risk Disclosure" of the Prospectus for details.

（3） Infrastructure fund subscription of infrastructure asset-backed securities and infrastructure assets

The Fund has invested the raised funds in all asset-backed securities of the "CICC India Consumer Infrastructure Asset Support Special Plan" issued by China International Finance Corporation Limited as the plan manager in accordance with the fund contract and the prospectus after the fund contract comes into effect. The "Zhongjin Yinli Special Plan for Consumer Infrastructure Asset Support" was established on April 17, 2024. Since that date, the plan manager (on behalf of the interests of the special plan) has obtained all the shares SPV has obtained all the shares of Hangzhou Runheng Real Estate Co., Ltd. (the "Project Company"), and the industrial and commercial registration procedures for the change of ownership have been completed. The Fund has legally owned infrastructure project assets through the special plan.

The target infrastructure asset is Hangzhou Xixi Impression City. The target infrastructure asset A has 6 floors in total, including 2 underground floors, 3 above ground floors and 4 local floors; Hall B has 7 floors, including 3 underground floors, 3 above ground floors and 4 local floors; The public parking building on the south side is an overground building with 4 floors in total. The total building area of the target infrastructure assets is 249701.38 square meters, of which the commercial building area is 144125.83 square meters, and the leasable area is 99896.24 square meters.

For details of infrastructure projects, please refer to the "Basic Information of Infrastructure Projects" and other chapters in Part XIV of the Prospectus of the Fund.

3、 Fund raising and listing

（1） Fund raising before listing of the Fund

1. The approval authority and approval number of the fund raising application: CSRC, November 24, 2023, ZJXK [2023] No. 2673.

2. Fund operation mode: contract type closed type. During the duration, the Fund will not accept subscription, redemption and transfer out business (except for changes in the total amount of shares due to fund raising). After the fund is listed for trading, in addition to the shares of the fund that are subject to restrictions on sales as agreed in the fund contract, the shares on the floor can be listed for trading; The fund units subscribed by investors using OTC fund accounts can participate in the over-the-counter transactions of Shenzhen Stock Exchange through re custody or transfer on the Funds Connect platform, which can be handled in accordance with the rules of Shenzhen Stock Exchange and the registration authority.

3. The duration of the Fund contract: except for the extension of the duration or early termination as agreed in the Fund contract, the duration of the Fund (i.e. the Fund Closure Period) is 25 years from the initial effective date of the Fund contract. During this period, the Fund operates in a closed manner and is listed on the Shenzhen Stock Exchange in compliance with regulations. After the expiration of the duration, the Fund may extend the duration upon the resolution of the General Meeting of Fund Unitholders. Otherwise, the operation of the Fund will be terminated and liquidated without convening a general meeting of fund share holders.

4. Available from April 8, 2024 to April 12, 2024. Among them, the public investors will raise funds from April 8, 2024 to April 10, 2024, and the strategic investors and offline investors will raise funds from April 8, 2024 to April 12, 2024.

5. Selling price: 3.260 yuan/share.

6. Offering method: This offering of the Fund is carried out in a combination of targeted placement to strategic investors (hereinafter referred to as "strategic placement"), inquiry placement to qualified offline investors (hereinafter referred to as "offline offering"), and fixed price offering to public investors (hereinafter referred to as "public investor offering").

7. Selling agency

Strategic investors subscribe through signing strategic placement agreements with fund managers, offline investors subscribe through the offline issuance electronic platform of Shenzhen Stock Exchange, and public investors subscribe through over-the-counter and over-the-counter sales agencies.

(1) OTC sales organization

Direct sales counter of CICC Fund Management Co., Ltd., China Merchants Bank Co., Ltd Galaxy China Securities Co., Ltd CSC Securities Co., Ltd., CITIC Futures Co., Ltd citic securities Co., Ltd., CITIC Securities (Shandong) Co., Ltd., CITIC Securities South China Co., Ltd China Merchants Securities Limited liability company Guojin Securities Co., Ltd., Shanghai Haomai Fund Sales Co., Ltd., Shanghai Wande Fund Sales Co., Ltd., Shanghai Tiantian Fund Sales Co., Ltd., Zhejiang Flush Fund Sales Co., Ltd., Beijing Snowball Fund Sales Co., Ltd., Ant (Hangzhou) Fund Sales Co., Ltd Eastmoney Securities Co., Ltd.

(2) On floor sales organization

The over-the-counter selling agency of the Fund is a member unit of Shenzhen Stock Exchange with fund sales business qualification and recognized by Shenzhen Stock Exchange and China Securities Depository and Clearing Corporation Limited. The specific list is as follows: Aijian Securities, Essence Securities, Bohai Securities Caida Securities 、 Caitong Securities , Caixin Securities Great Wall Securities 、 Changjiang Securities , Chuancai Securities, Datong Securities, Datong Securities, Deppon Securities First Entrepreneurship 、 Northeast Securities , Oriental Wealth Orient Securities , Donghai Securities, Dongguan Securities Soochow Securities 、 Dongxing Securities , Gaohua Securities Founder Securities 、 Everbright Securities 、 gf securities , Guodu Securities Guohai Securities , Guojin Securities, Guokai Securities Guolian Securities , Guorong Securities, Guosheng Securities Guotai Jun'an 、 Guosen Securities 、 Guoyuan Securities 、 Haitong Securities Hengtai Securities Hongta Securities Hongxin Securities Huaan Securities , Huabao Securities, Huachuang Securities, Huafu Securities, Huajin Securities Hualin Securities , Hualong Securities, Huarong Securities Huatai Securities 、 West China Securities Huaxin Securities, Jianghai Securities, Jinyuan Securities, Jiuzhou Securities, Kaiyuan Securities, Fed Securities, Minsheng Securities Nanjing Securities Ping An Securities, UBS Securities Shanxi Securities Shanghai Securities Shen Wanhongyuan Securities, Shenwan Hongyuan Western Securities , Century Securities Capital Securities 、 the pacific ocean Securities Tianfeng Securities , Wanhe Securities, Wanlian Securities, NetEase Securities, Minmetals Securities, Western Securities Southwest Securities Great Wall Guorui, Xiangcai Securities, New Era Securities Cinda Securities 、 industrial securities , Galaxy Securities, Yintai Securities, Yingda Securities, Yongxing Securities, Yuekai Securities, China Merchants Securities Zheshang Securities AVIC Securities, CICC Wealth CICC Zhongshan Securities Zhongtai Securities , Zhongtian Securities, CSC, CITIC Shandong, CITIC Securities, CITIC Securities South China BOC Securities , China Post Securities Zhongyuan Securities (ranking in no particular order), etc.

8. Name of capital verification agency: KPMG Huazhen Certified Public Accountants (special general partnership)

9. Total amount of raised funds and entry

After the capital verification by KPMG Huazhen Certified Public Accountants (special general partnership), the net subscription amount during the raising period was 326000000.00 yuan, and the interest generated by the subscription fund during the raising period was 741942.05 yuan. The raised funds have been transferred to the special account for custody of the Fund by April 16, 2024. According to the provisions of the Prospectus of the Fund, the interest generated by the Fund during the raising period is included in the fund assets and not converted into fund shares.

10. Fund filing

The Fund Manager has gone through the fund filing procedures with the CSRC and obtained the written confirmation from the CSRC on April 16, 2024.

11. Effective date of the fund contract: April 16, 2024.

12. Total fund shares on the effective date of the fund contract: 1 billion.

13. Subscription of strategic investors

The eight strategic investors in this offering have subscribed for their committed fund shares at the subscription price determined by offline inquiry in accordance with the strategic placement agreement, and remitted the subscription funds in full to the bank account designated by the fund manager within the specified time. 100% placement of the Fund by strategic investors.

The final strategic placement results and restrictions of this offering are as follows:

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The strategic placement shares held by the investors of the Fund have completed the sales restriction business in accordance with the Guidelines for Public Offering of Infrastructure Securities Investment Funds (for Trial Implementation), as follows:

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（2） Main contents of the listing of the Fund

1. The approval authority and approval document number of the listing of funds: Shenzhen Stock Exchange SZS [2004] No. 311.

2. Listing date: April 30, 2024.

3. Stock exchange listed for trading: Shenzhen Stock Exchange.

4. Fund secondary market transaction abbreviation: Zhongjin Yinli Consumption REIT.

5. Transaction code of secondary market: 180602.

6. As of April 23, 2024, the shares of this listing transaction under the arrangement of unlimited sales period are 162839659, and the shares under the arrangement of limited sales period are 835570000. The shares under the arrangement of limited sales period can be listed and circulated after the restrictions are lifted. The unlisted fund units are registered in the open-ended fund account of the fund unit holders in the open-ended fund registration system of China Securities Depository and Clearing Corporation Limited, and the fund unit holders can be listed and circulated after they transfer their custody to the Shenzhen Stock Exchange (i.e. the securities registration and clearing system of Shenzhen Branch of China Securities Depository and Clearing Corporation Limited). As of April 30, 2024, the Fund will open the share transfer business of Shenzhen Stock Exchange's Fund Connect platform, through which OTC fund share holders can transfer their OTC fund shares.

The tradable shares of offline investors and their managed placement objects within the three trading days (including the first day of listing) prior to the listing date of the Fund shall not exceed 20% of their allocated shares; From the fourth trading day after the listing of the Fund, all the allocated shares of offline investors and their managed placement objects can be freely circulated.

4、 Number of holders, holder structure and top ten holders

（1） Number of holders

As of April 23, 2024, two working days before the announcement date, there were 4890 fund share holders, with an average of 204498.98 fund shares held by each. Among them, there are 4540 fund unit holders on the floor of the Fund, with an average of 219914.02 fund units held by each household; The number of OTC fund unit holders of the Fund is 350, with an average of 4543.83 fund units held by each.

（2） Holder structure

As of April 23, 2024, two working days before the announcement date, institutional investors held 962054426 fund shares, accounting for 96.21% of the total fund shares; Individual investors held 37945574 fund shares, accounting for 3.79% of the total fund shares.

As of April 23, 2024, two working days before the announcement date, the practitioners of the fund manager held 11904 fund shares of the Fund, accounting for 0.0012% of the total fund shares (all fund shares held by practitioners of the fund manager are OTC fund shares). The number of total fund shares held by senior managers of the Fund Manager, heads of the Fund Investment and Research Department and the Fund Manager of the Fund ranges from 0 to 100 thousand (inclusive).

（3） Top 10 Fund Unitholders

As of April 23, 2024, the information of the top ten market fund unit holders of the Fund is as follows:

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5、 Profile of the main parties of the fund

（1） Fund manager

1. Basic Information of Fund Manager

Name: CICC Fund Management Co., Ltd

Legal representative: Li Jinze

General Manager: Zong Zhe

Person in charge of information disclosure of REITs: Li Yaoguang

Registered capital: 500 million yuan

Registered address: Room 05, 26/F, Tower 2, Guomao Office Building, No.1 Jianguomenwai Street, Chaoyang District, Beijing

Establishment approval No.: CSRC ZJXK [2014] No. 97

Unified social credit code of industrial and commercial registration: 911100000918666422

Business scope: fund raising, fund sales, asset management of specific clients, asset management and other businesses permitted by the CSRC (market entities independently select business projects and carry out business activities according to law; projects that need to be approved according to law, carry out business activities according to the approved content after being approved by relevant departments; It is not allowed to engage in business activities that are prohibited or restricted by the industrial policies of the State and this Municipality.)

2. Equity structure

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3. Internal organizational structure and personnel

CICC Fund implements the general manager responsibility system under the leadership of the board of directors, establishes a business organization structure with customer service as the core, creates and adjusts each department according to the strategic planning and the company's development needs, and emphasizes the reasonable division of labor, mutual connection and mutual supervision between each department.

The management of CICC Fund, under the leadership of the general manager, conscientiously implements the internal control strategy determined by the board of directors. In order to effectively implement the business policy and development strategy formulated by the board of directors of the company, it has established the investment decision-making committee, risk management committee, product committee and other professional committees, which are respectively responsible for major decisions related to fund investment, risk management and products.

In accordance with the principles of independence, mutual restriction and interconnection, CICC Fund has established institutions, departments and posts that meet the needs of the company's operation on the basis of simplification. All institutions and departments must, on the basis of division of work and cooperation, clarify the corresponding responsibilities and authorities of each post, and establish a working relationship of mutual cooperation, mutual restriction and mutual promotion. Through the development of a standardized post responsibility system, strict operating procedures and reasonable work standards, all work will be standardized and programmed to effectively prevent and respond to possible risks.

The Board of Directors of CICC Fund decided to establish the Innovation Investment Department as the first level department of the company, which is responsible for the research, investment and operation management of infrastructure funds. The Innovation and Investment Department of CICC Fund has equipped at least 3 key personnel with more than 5 years of experience in infrastructure project operation or infrastructure project investment management, of which at least 2 have more than 5 years of experience in infrastructure project operation.

4. Business of the Fund Manager

As of March 31, 2024, the Fund Manager has managed 49 public funds and multiple private asset management plans; Among them, the asset management scale of public funds exceeded 140 billion yuan.

5. Fund manager's real estate research experience and business risk

The fund manager has real estate research experience and sufficient professional researchers; The Fund Manager has investment management experience in similar products or businesses, and there are no major outstanding risk issues in related projects and businesses.

6. The Fund Manager of the Fund (the main person in charge of the Fund's infrastructure project operation or infrastructure project investment management experience)

Mr. Liu Liyu, Master of Engineering, CFA, has successively served as the engineering management specialist of the Product Management Department, senior analyst and investment director of the Strategic Investment Department of CIC Development Co., Ltd; Investment Manager and Senior Investment Manager of the Investment Department of Xi'an Jiaren Investment Management Co., Ltd; Investment Manager and Vice President of Real Estate Investment Department of Tianjin Panmao Enterprise Management Partnership (Limited Partnership); He is now the Executive General Manager of the Innovation and Investment Department of CICC Fund Management Co., Ltd. Mr. Liu Liyu has more than 5 years of experience in infrastructure project investment or operation management.

Mr. Shi Jianxing, Bachelor of Finance. Former post Chinese happiness Financial supervisor and senior budget manager of Jiye Co., Ltd; He is now the manager of the Innovation and Investment Department of CICC Fund Management Co., Ltd. Mr. Shi Jianxing has more than 5 years of experience in infrastructure project investment or operation management.

Ms. Zheng Shuang, Bachelor of Management. He has successively served as the financial manager of Huaxia Happiness (Shenzhen) Operation Management Co., Ltd; Project finance position of Chengdu Chenxu Real Estate Co., Ltd; He is now the manager of the Innovation and Investment Department of CICC Fund Management Co., Ltd. Ms. Zheng Shuang has more than 5 years of experience in infrastructure project investment or operation management.

So far, Mr. Shi Jianxing has not served as the fund manager of other funds. Mr. Liu Liyu has served as the fund manager of CICC Pross REIT managed by CICC Fund, and Ms. Zheng Shuang has served as the fund manager of CICC Anhui Traffic Control REIT managed by CICC Fund.

（2） Fund Custodian

1. Basic Information of Fund Custodian

Name: China Merchants Bank Co., Ltd. (hereinafter referred to as "China Merchants Bank")

Date of establishment: April 8, 1987

Registered address: China Merchants Bank Building, No. 7088, Shennan Avenue, Shenzhen

Office address: China Merchants Bank Building, No. 7088, Shennan Avenue, Shenzhen

Registered capital: 25.220 billion yuan

Legal representative: Miao Jianmin

President: Wang Liang

Approval No. of asset custody business: Zheng Jian Ji Jin Zi [2002] No. 83

Tel.: 0755-83077987

Fax: 0755-83195201

Person in charge of information disclosure of Asset Custody Department: Zhang Shan

2. Development Overview of Fund Custodian

China Merchants Bank, founded on April 8, 1987, is the first joint-stock commercial bank in China that is completely held by an enterprise legal person. Its head office is located in Shenzhen. Since its establishment, China Merchants Bank has carried out three capital and share increases, and successfully issued 1.5 billion A shares in March 2002. It was listed on the Shanghai Stock Exchange on April 9 (stock code: 600036), which is the first domestic company to be listed using international accounting standards. In September 2006, it successfully issued 2.2 billion H shares. On September 22, it was listed on the Hong Kong Stock Exchange (stock code: 3968). On October 5, it exercised the over allotment of H shares and issued 2.42 billion H shares in total. As of September 30, 2023, China Merchants Bank has total assets of RMB 106680.09 billion, capital adequacy ratio of 17.38% and tier one capital adequacy ratio of 15.23%.

In August 2002, China Merchants Bank established the Fund Custody Department; In August 2005, with the approval of the CSRC, it was renamed as the Asset Custody Department. At present, it has 10 functional teams, including the fund broker team, the bancassurance trust team, the pension team, the business management team, the product research and development team, the risk management team, the system and data team, the project support team, the operation management team, and the fund outsourcing business team, with 204 employees. In November 2002, it was approved by the People's Bank of China and the China Securities Regulatory Commission to obtain the qualification of securities investment fund custody business, becoming the first listed bank in China to obtain this business qualification; In April 2003, the fund custody business was officially handled. As the most qualified commercial bank for custody business, China Merchants Bank has business qualifications such as securities investment fund custody, entrusted investment management custody, qualified foreign institutional investor custody (QFII), qualified domestic institutional investor custody (QDII), national social security fund custody, insurance fund custody, enterprise annuity fund custody, and pilot depository of depositary receipts.

3. Key personnel

Mr. Miao Jianmin, chairman and non-executive director of China Merchants Bank, has served as the director and chairman of China Merchants Bank since September 2020. Doctor of Economics, Central University of Finance and Economics, senior economist. Alternate member of the 19th and 20th Central Committees of the Communist Party of China. Chairman of China Merchants Group Co., Ltd. Former post China Life Vice Chairman and President of the Insurance (Group) Company, Vice Chairman, President and Chairman of the People's Insurance Group of China, and former Chairman of the People's Insurance Company of China, PICC Chairman of Asset Management Co., Ltd., Chairman of the People's Health Insurance Company of China Limited, Chairman of the People's Insurance (Hong Kong) Co., Ltd., Chairman of PICC Capital Investment Management Co., Ltd., Chairman of the People's Pension Insurance Company of China Limited, Chairman of the People's Life Insurance Company of China Limited.

Mr. Wang Liang, born in December 1965, Executive Director, Secretary of the Party Committee and President of China Merchants Bank. Master degree of Renmin University of China, senior economist. He joined China Merchants Bank Beijing Branch in June 1995, and has successively served as Assistant President, Vice President and President of China Merchants Bank Beijing Branch since October 2001. In June 2012, he served as Assistant President and President of China Merchants Bank Beijing Branch. In November 2013, he no longer served as President of China Merchants Bank Beijing Branch. In January 2015, he served as Vice President of China Merchants Bank. From November 2016 to April 2019, he served as Secretary of the Board of Directors of China Merchants Bank, From April 2019 to February 2023, he also served as the financial director of China Merchants Bank, the executive vice president of China Merchants Bank in August 2021, the secretary of the board of directors of China Merchants Bank, the company secretary and the authorized representative of Hong Kong listing related matters from August 2021 to April 2023, took full charge of the work of China Merchants Bank from April 18, 2022, and served as the party secretary of China Merchants Bank from May 19, 2022, President of China Merchants Bank from June 15, 2022. Vice President of China Payment and Clearing Association Bank of China The fourth director of the Intermediary Business Professional Committee of CFA, and the sixth executive director of the China Financial Accounting Society.

Mr. Peng Jiawen, Assistant President, Financial Officer and Secretary of the Board of Directors of China Merchants Bank. He has a bachelor's degree in national economic planning from Central South University of Finance and Economics, and is a senior economist. He joined China Merchants Bank in September 2001 and has successively served as the assistant general manager and deputy general manager of the head office's plan and finance department, the deputy general manager and general manager of the head office's retail comprehensive management department, the deputy general manager, vice president and vice president of the head office's retail finance headquarters and the general manager of the head office's retail credit department, the president of Zhengzhou Branch, and the general manager of the head office's asset liability management department. He has been serving as the assistant president of China Merchants Bank since February 2023. He is also the financial director, secretary of the board of directors and general manager of the asset liability management department of the head office of China Merchants Bank.

4. Key personnel of infrastructure fund custody business

Ms. Sun Le, General Manager of Asset Custody Department of China Merchants Bank, graduated from master's degree. Since joining China Merchants Bank in August 2001, she has successively served as Deputy Manager and Manager of Risk Control Department of Hefei Branch of China Merchants Bank, Assistant General Manager of Credit Management Department, Deputy General Manager, General Manager, General Manager of Corporate Banking Department, General Manager of SME Finance Department, General Manager of Investment Banking and Financial Market Department; Assistant President and Vice President of Wuxi Branch; Vice President of Nanjing Branch, with more than 20 years of banking experience, has in-depth research and rich practical experience in risk management, credit management, corporate finance, asset custody and other fields.

5. Operation of fund custody business

As of September 30, 2023, China Merchants Bank has managed 1322 securities investment funds in total.

6. Operation of infrastructure fund custody business

China Merchants Bank has experience in the custody of asset management products in the infrastructure field, and is equipped with sufficient professionals to carry out the infrastructure fund custody business.

As of September 2023, a total of 29 infrastructure public offering REITs projects have been approved by the Exchange and applied to the CSRC for registration, and have been officially approved by the CSRC for registration. Among them, 11 are managed by China Merchants Bank, as follows:

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China Merchants Bank's trusteeship projects cover mainstream infrastructure types such as expressways, industrial parks, carbon neutrality, sewage treatment, clean energy, affordable rental housing, and cover key areas such as Beijing Tianjin Hebei, Guangdong Hong Kong Macao Greater Bay Area, and the Yangtze River Delta. They focus on high-quality assets, innovate and standardize simultaneously, and perform their duties for fund custodians Standardizing the practical operation process of public REITs fund supervision has provided a demonstration effect.

7. Internal control system of fund custodian

(1) Internal control objectives

China Merchants Bank ensures that custody business strictly complies with relevant national laws and regulations and industry supervision system, and adheres to the business philosophy of law-abiding operation and standardized operation; Form a scientific and reasonable decision-making mechanism, implementation mechanism and supervision mechanism, prevent and resolve business risks, and ensure the stable operation of custody business and the safety of custody assets; Establish a risk control system that is conducive to error detection and fraud prevention, plugging loopholes, eliminating hidden dangers, and ensuring the steady operation of business, so as to ensure the authenticity, accuracy, integrity, and timeliness of custody business information; Ensure the continuous improvement of internal control mechanism and system, and the continuous improvement of various business systems and processes.

(2) Internal control organizational structure

The first level internal control and risk prevention is to prevent and control risks at the risk control level of the head office of China Merchants Bank; The Head Office's Risk Management Department, Legal Compliance Department and Audit Department independently assess and supervise the asset custody business and put forward suggestions on improving internal control management.

The second level internal control and risk prevention is that the Asset Custody Department of China Merchants Bank sets up a risk compliance management team, which is responsible for the internal risk prevention and control of the department, discovers internal control defects in time, puts forward rectification plans, tracks the rectification, and reports directly to the General Manager's Office of the department.

The three-level internal control and risk prevention is that when setting up professional posts, the Asset Custody Department of China Merchants Bank follows the principle of internal control and checks and balances, and develops a corresponding supervision and checks and balances mechanism depending on the risk level of the business.

1) Internal control principle

Principle of comprehensiveness. Internal control covers all business processes and operation links, all teams and positions, and all personnel participate.

Prudence principle. The composition of the trusteeship organization system and the establishment of the internal management system are based on risk prevention and prudent operation, reflecting the requirements of "internal control first".

The principle of independence. The responsibilities of each team and each post in the Asset Custody Department of China Merchants Bank remain relatively independent, and different custody assets, custody assets and self owned assets are separated from each other. The inspection and evaluation department of internal control is independent of the establishment and implementation department of internal control.

Principle of effectiveness. The effectiveness of internal control includes the effectiveness of internal control design and implementation. The effectiveness of the design of internal control means that the design of internal control covers all important risks that should be concerned, and the designed risk response measures are appropriate. The effectiveness of the implementation of internal control means that the internal control can be strictly and effectively implemented according to the design requirements.

Adaptability principle. Internal control adapts to the needs of risk management of China Merchants Bank's custody business, and can be revised and improved in a timely manner with the changes in the internal environment such as the custody business operation strategy, business policy, business philosophy, and the external environment such as national laws, regulations, policies and systems.

Firewall principle. The office space of the Asset Custody Department of China Merchants Bank is isolated from other business sites of China Merchants Bank, the office network is physically separated from the business network, and the firewall strategy of the department business network and the bank wide business network is separated to achieve the purpose of risk prevention.

Importance principle. On the basis of comprehensive control, internal control focuses on important matters and high-risk links of important custody business.

The principle of checks and balances. Internal control can realize mutual restriction and supervision in the aspects of trusteeship organization system, institutional setting, power and responsibility allocation and business processes, while giving consideration to operational efficiency.

2) Internal control measures

Perfect system construction. The Asset Custody Department of China Merchants Bank has formulated a series of rules and regulations from the aspects of internal control management of asset custody business, product acceptance, accounting, capital clearing, post management, file management and information management, and has established a three-layer system, namely: basic regulations, business management methods and business operation procedures. The system structure is clear and the management requirements are clear, meeting the requirements of full coverage of risk management, and ensuring the scientific, institutionalized and standardized operation of asset custody business.

Business information risk control. The Asset Custody Department of China Merchants Bank has strict encryption and backup measures in terms of data transmission and storage. Data is transmitted in the form of encryption and direct connection. Data is backed up in real time in different places. All business information can be accessed only after strict authorization.

Risk control of customer data. The Asset Custody Department of China Merchants Bank strictly keeps confidential the customer information obtained in the process of business handling, and does not disclose it to any institution, department or individual except for laws, regulations and other relevant provisions, regulatory authorities and audit requirements.

Information technology system risk control. China Merchants Bank implements double person, double post and double responsibility for IT system room and authority management. Computer room is on duty 24 hours a day and has access control. All computers have passwords and corresponding authorities. The dual separation system of business network and office network, trusteeship business network and the bank wide business network, firewall protection with external business institutions, and emergency backup management measures of two places and three centers for information technology system to ensure the security of information technology system.

Human resources control. The Asset Custody Department of China Merchants Bank effectively conducts human resource management by establishing a good corporate culture and employee training, incentive mechanism, strengthening human resource management and establishing a talent echelon team and talent reserve mechanism.

8. Methods and procedures for the Fund Custodian to supervise the Fund Manager's operation of the Fund

Supervise and check the legality and compliance of the fund's investment scope, investment proportion, investment portfolio, etc. in accordance with the Fund Law, the Administrative Measures for the Operation of Publicly Offered Securities Investment Funds and other relevant laws and regulations, as well as the provisions of the fund contract and the custody agreement.

In the process of fund liquidation and accounting services provided for the fund investment operation, the fund custodian shall inspect and supervise the investment instructions sent by the fund manager and the withdrawal and payment of fund fees by the fund manager, refuse to implement the instructions that violate laws, regulations and the fund contract, and immediately notify the fund manager.

If the Fund Custodian finds that the investment order of the Fund Manager that has become effective in accordance with the trading procedures violates laws, administrative regulations and other relevant provisions, or violates the provisions of the Fund Contract, it shall promptly notify the Fund Manager in writing to make rectification. The time limit for rectification shall comply with the laws and regulations and the adjustment period allowed by the Fund Contract. After receiving the notice, the Fund Manager shall check and confirm in a timely manner and send a written reply to the Fund Custodian for correction. If the Fund Manager fails to correct the violations notified by the Fund Custodian within the time limit, the Fund Custodian shall report to the CSRC.

9. Methods and procedures for the Fund Custodian to supervise the Fund Manager's operation of infrastructure funds

In order to standardize the safe and efficient operation of infrastructure securities investment funds under the custody of China Merchants Bank and protect the legitimate rights and interests of investors, in accordance with the Fund Law, the Guidelines for Public Offering of Infrastructure Securities Investment Funds (for Trial Implementation), the Operating Guidelines for Public Offering of Infrastructure Securities Investment Funds (for Trial Implementation) and the Basic System for Asset Custody Business of China Merchants Bank, And formulate the operating procedures for the custody of intra bank infrastructure securities investment funds.

The operating procedures cover the whole life cycle custody business of China Merchants Bank's custody infrastructure securities investment funds, mainly including product access, contract review and signing, account management, product establishment, instruction processing, accounting and valuation, information disclosure, investment supervision, property custody, product expiration and other related business operations.

（3） Fund capital verification agency

Name: KPMG Huazhen Certified Public Accountants (Special General Partnership)

Address: 8/F, East 2 Office Building, Oriental Plaza, No. 1, East Chang'an Street, Beijing, China

Office address: Floor 8, East Office Building 2, Oriental Plaza, No. 1, East Chang'an Street, Beijing, China

Executive partner: Zou Jun

Tel: 010-85085000

Fax: 010-85185111

Signature and seal Certified Public Accountant: Cheng Hailiang, Jia Junyu

Contact: Cheng Hailiang

6、 Summary of Fund Contract

See the annex for the summary of the fund contract.

7、 Financial status of the Fund

（1） Expenses during fund raising

The appraisal fee, accountant's fee, lawyer's fee and other fees before the Fund Agreement comes into effect shall not be paid from the Fund assets.

（2） Important financial matters before fund listing

There were no significant financial events after the offering of the Fund and before the announcement of the Listing Trading Statement.

（3） Fund Balance Sheet

As of April 23, 2024, two working days before the announcement, the individual balance sheet of the Fund is as follows (unaudited):

(Unless otherwise specified, the monetary unit is RMB)

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Note: As of April 23, 2024, the total number of fund units of the Fund is 1000000000.

8、 Fund portfolios other than infrastructure asset-backed securities

As of April 23, 2024, the two working days before the announcement (the Fund contract will come into effect from April 16, 2024, and the reporting period is from April 16, 2024 to April 23, 2024), the Fund's investment portfolio except infrastructure asset-backed securities is as follows:

（1） Fund asset portfolio at the end of the reporting period

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（2） Bond portfolio classified by bond varieties at the end of the reporting period

The Fund did not hold bonds at the end of the reporting period.

（3） Details of the top five bond investments ranked by the proportion of fair value in the net asset value of the fund at the end of the reporting period

The Fund does not hold bonds at the end of the reporting period.

（4） Details of the top ten asset-backed securities investments ranked by the proportion of fair value in the net asset value of the fund at the end of the reporting period

At the end of the reporting period, the Fund held no other asset-backed securities, except for the "CICC India Special Plan for Consumer Infrastructure Asset Support".

（5） Notes to Portfolio Report

1. The issuers of the top ten securities invested by the Fund have not been investigated by the regulatory authorities or publicly condemned or punished within one year before the report preparation date.

2. The Fund does not invest in stocks.

3. Composition of other assets

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4. Other text descriptions of the notes to the portfolio report

Due to rounding, there may be a tail difference between the sum of sub items and the total items.

9、 Disclosure of major events

The Fund has not had any major event that has a significant impact on the Fund Unitholders since the Fund Contract came into force to the time of listing and trading.

10、 Commitment of the Fund Manager

The Fund Manager makes a commitment to perform the responsibilities of the Manager after the listing of the Fund:

（1） Strictly abide by the Fund Law, the Guidelines for Public Offering of Infrastructure Securities Investment Funds (for Trial Implementation), other laws and regulations, and the provisions of the fund contract, and manage and use the fund assets in the principle of honesty, credit, diligence and responsibility.

（2） To truthfully, accurately, completely and timely disclose relevant information disclosure documents such as regular reports, disclose all information that has a significant impact on fund share holders, and accept the supervision and management of the CSRC and Shenzhen Stock Exchange.

（3） After learning the information that appears in any public media or spreads in the market that may have a misleading impact on the fund price or cause major fluctuations, it will make public clarification in a timely manner.

11、 Commitment of the Fund Custodian

The Fund Custodian makes the following commitments to perform the duties of the Custodian after the listing of the Fund:

1、 Strictly abide by the provisions of the Fund Law and the Administrative Measures for the Operation of Publicly Offered Securities Investment Funds, and trust the fund assets in the principle of honesty, credit, diligence and responsibility.

2、 Supervise and check the investment scope of the Fund, the proportion of the investment portfolio of the Fund assets, the calculation of the net value of the Fund assets, and the calculation of the net value of the Fund units in accordance with the Fund Law, the Administrative Measures for the Operation of Publicly Offered Securities Investment Funds, the Fund Contract and the Custody Agreement of the Fund; If the Fund Manager is found to have violated the Fund Law, the Administrative Measures for the Operation of Publicly Offered Securities Investment Funds, the Fund Contract and the Custody Agreement of the Fund, it will promptly notify the Fund Manager to correct; If the Fund Manager fails to correct the violations notified by the Fund Custodian within the time limit, the Fund Custodian will report to the CSRC in a timely manner.

12、 File directory for future reference

The following documents for future reference are kept in the office of the Fund Manager and the Fund Custodian, and investors can consult them free of charge during office hours.

（1） Documents of the CSRC approving the offering and registration of the Fund

（2） Fund Contract of CICC Yinli Consumer Infrastructure Closed Infrastructure Securities Investment Fund

（3） Prospectus of CICC Yinli Consumer Infrastructure Closed Infrastructure Securities Investment Fund

（4） Custody Agreement of CICC Yinli Consumer Infrastructure Closed Infrastructure Securities Investment Fund

（5） Legal Opinion

（6） Business qualification approval document and business license of fund manager

（7） Business qualification approval document and business license of fund custodian

CICC Fund Management Co., Ltd

April 25, 2024

1、 Rights and obligations of fund share holders, fund managers and fund custodians

（1） Rights and obligations of fund share holders

1. In accordance with the Fund Law, the Public Offering Fund Operation Measures, the Infrastructure Fund Guidelines and other relevant provisions, the rights of fund share holders include but are not limited to:

(1) Share the fund property income;

(2) Participate in the distribution of the remaining fund assets after liquidation;

(3) Transferring the Fund units held by them in accordance with the law and in accordance with the provisions of the Fund Contract and the Prospectus;

(4) To call a general meeting of fund unit holders or a general meeting of fund unit holders as required;

(5) Attend or appoint a representative to attend the general meeting of fund unit holders, and exercise the right to vote on the matters discussed at the general meeting of fund unit holders;

(6) Consulting or copying publicly disclosed fund information;

(7) To supervise the investment operation of the Fund Manager;

(8) Initiate legal proceedings or arbitrations against the Fund Manager, Fund Custodian and Fund Service Institution for acts that damage their legitimate rights and interests;

(9) Other rights stipulated by laws and regulations, the CSRC and the Fund Contract.

2. In accordance with the Fund Law, the Public Offering Fund Operation Measures, the Infrastructure Fund Guidelines and other relevant provisions, the obligations of fund share holders include but are not limited to:

(1) Carefully read and abide by the fund contract, prospectus and other information disclosure documents;

(2) Understand the fund products invested, understand their own risk tolerance, judge the investment value of the fund independently, make investment decisions independently, and bear investment risks independently;

(3) Pay attention to fund information disclosure, exercise rights and perform obligations in a timely manner;

(4) Pay the fund subscription amount and fees specified in laws, regulations and the fund contract;

(5) To bear limited liability for fund losses or termination of fund contracts within the scope of fund units held by them;

(6) Do not engage in any activities that may damage the legitimate rights and interests of the Fund and other parties to the Fund contract;

(7) Implement the effective resolutions of the general meeting of fund share holders;

(8) Return the improper gains obtained for any reason in the course of fund transactions;

(9) Comply with the relevant transaction and business rules of the Fund Manager, Fund Custodian, Sales Agency and Registration Agency;

(10) Fund share holders and their persons acting in concert shall comply with the management and disclosure requirements of the Business Rules on changes in equity. Among them, when the fund units in which the fund unit holders have interests reach a specific proportion, they shall perform the corresponding procedures or obligations for the change of unit interests in accordance with the provisions. When the fund units in which the fund unit holders have interests reach 50%, if they continue to increase their holdings of infrastructure fund units, they shall perform the procedures or obligations for the acquisition of infrastructure funds in accordance with the provisions. If the original equity holders or their related parties under the same control sell the strategic allotment shares of the Fund, resulting in the aforementioned changes in the share equity, they shall perform the corresponding obligations of notification, announcement, etc. in accordance with relevant regulations;

(11) Fund share holders and their persons acting in concert agree to be deemed as commitments when they own fund shares. If they buy fund shares with interests in infrastructure funds in violation of the provisions of paragraphs 1 and 2 of Article 55 of the Infrastructure Fund Business Measures of Shenzhen Stock Exchange, within 36 months after the purchase, Do not exercise the right to vote on the fund units that exceed the specified proportion;

(12) Strategic investors holding fund shares shall comply with the Infrastructure Fund Guidelines, Business Rules and other relevant requirements;

(13) The obligations of the original equity owner as a strategic investor or its related parties under the same control include the following:

1) It shall not misappropriate or damage the infrastructure projects held by the infrastructure fund;

2) Cooperate with the Fund Manager, Fund Custodian and other professional institutions providing services for infrastructure funds to perform their duties;

3) Ensure that the infrastructure project is true and legal, and ensure that the documents provided to fund managers and other institutions are true, accurate and complete, without false records, misleading statements or major omissions;

4) Timely hand over infrastructure projects and relevant seals, certificates, account book contracts, account management authority, etc. in accordance with laws and regulations, fund contracts and relevant agreements;

5) If the documents and materials provided by the main original shareholders and their controlling shareholders and actual controllers have major violations of laws and regulations such as concealing important facts or fabricating major false content, all fund shares or infrastructure project interests shall be repurchased;

6) Other obligations stipulated in laws, regulations and relevant agreements.

(14) Other obligations stipulated by laws and regulations, the CSRC and the Fund Contract.

（2） Rights and obligations of the Fund Manager

1. In accordance with the Fund Law, the Public Offering Fund Operation Measures, the Infrastructure Fund Guidelines and other relevant provisions, the rights of the Fund Manager include but are not limited to:

(1) Raising funds according to law;

(2) From the effective date of the Fund Agreement, independently use and manage the Fund assets in accordance with laws, regulations and the Fund Agreement;

(3) Operate and manage infrastructure projects according to relevant regulations;

(4) Collect the management fees of the Fund Manager and other fees prescribed by laws and regulations or approved by the CSRC in accordance with the Fund Contract;

(5) Issuing and selling fund shares;

(6) Convene the general meeting of fund unit holders in accordance with the provisions;

(7) Nominate a new Fund Custodian when the Fund Custodian changes;

(8) Select and replace the fund sales agency, supervise and deal with the relevant acts of the fund sales agency;

(9) To act as or entrust other qualified institutions to act as fund registration agencies to handle fund registration business and obtain the fees specified in the fund contract;

(10) Decide on the distribution plan of fund income in accordance with the fund contract and relevant laws and regulations;

(11) Exercise the rights arising from the investment of fund assets in securities for the benefit of the Fund in accordance with laws and regulations;

(12) Exercise relevant rights directly or indirectly on relevant investment objects for the benefit of the Fund in accordance with laws and regulations, including but not limited to:

1) The rights enjoyed by the holders of infrastructure asset-backed securities include: deciding on the raising of special plans, deciding to extend the duration of special plans or terminate special plans in advance, and deciding to modify the important contents of the legal documents of special plans;

2) Rights enjoyed by shareholders of the project company;

For the avoidance of doubt, if the foregoing matters involve matters that should be resolved by the general meeting of fund unit holders, the fund manager shall exercise relevant rights within the scope of the resolution of the general meeting of fund unit holders;

(13) Financing the Fund for the benefit of the Fund in accordance with the law, if permitted by laws and regulations;

(14) In the name of the Fund Manager, on behalf of the interests of the Fund Unitholders, exercise the right of litigation or perform other legal acts;

(15) Select and replace law firms, accounting firms, evaluation institutions, financial advisers, securities brokers, market makers or other external institutions providing services for the Fund;

(16) Select the operation management organization, and dismiss and replace the operation management organization according to the fund contract;

(17) If the operation management organization is entrusted to operate and manage the infrastructure project, assign personnel to be responsible for the financial management of the infrastructure project, supervise and inspect the performance of the operation management organization;

(18) The Fund Manager may, according to the needs of investment management, set up an operation advisory committee of the Fund. See the Prospectus for details of the terms of reference, personnel composition and rules of procedure of the operation advisory committee of the Fund;

(19) Exercise the rights of the subject not specified in the relevant laws and regulations, departmental rules, normative documents and the relevant rules of the stock exchange, including deciding on the purchase or sale of infrastructure projects (excluding raising) with the amount (accumulated within 12 consecutive months) accounting for 20% or less of the fund's net assets, deciding on the direct or indirect external borrowing of infrastructure funds Decide that the amount of connected transactions after the establishment of the Fund shall not exceed 5% of the net assets of the Fund (accumulated amount within 12 consecutive months);

(20) Formulate and adjust relevant rules for fund inquiry, pricing, subscription, non trading transfer and other businesses on the premise of compliance with relevant laws and regulations;

(21) Other rights stipulated by laws and regulations, CSRC and fund contract.

2. In accordance with the Fund Law, the Public Offering Fund Operation Measures, the Infrastructure Fund Guidelines and other relevant provisions, the obligations of the Fund Manager include but are not limited to:

(1) Develop a sound internal management system for due diligence and establish and improve business processes;

(2) Raise funds according to law, handle or entrust other institutions recognized by the CSRC to handle roadshow promotion, inquiry, pricing, allotment and registration of fund units for the sale of fund units;

(3) Handling the fund filing procedures;

(4) From the effective date of the Fund Agreement, manage and use the Fund assets in the principle of good faith, prudence and diligence;

(5) Allocate sufficient personnel with professional qualifications to conduct fund investment analysis and decision-making, and manage and operate fund assets in a professional way;

(6) Professional and prudent operation and management of infrastructure projects in accordance with the provisions of laws and regulations and the fund contract, take the initiative to perform the operation and management responsibilities of infrastructure projects, or entrust the operation and management organization to take part of the operation and management responsibilities in accordance with the Infrastructure Fund Guidelines, but the responsibilities that should be undertaken according to law are not exempted by the entrustment;

(7) Establish and improve the internal risk control, supervision and audit, financial management and personnel management systems, ensure that the fund assets under management and the assets of the fund manager are mutually independent, manage different funds under management separately, keep separate accounts, and conduct securities investment;

(8) Except in accordance with the Fund Law, the Fund Contract and other relevant provisions, the Fund shall not use the Fund property to seek benefits for itself or any third party, and shall not entrust any third party to operate the Fund property;

(9) Accept the supervision of the Fund Custodian according to law;

(10) Confirm and measure assets and liabilities in accordance with laws and regulations, accounting standards for enterprises, CSRC, China Securities Investment Fund Association and other relevant regulations, and prepare interim and annual consolidated and separate financial statements;

(11) Prepare quarterly report, interim report, annual report and interim report of the Fund;

(12) Perform information disclosure and reporting obligations in strict accordance with the Fund Law, the Fund Contract and other relevant provisions;

(13) Keep the business secrets of the fund, and do not disclose the fund investment plan, investment intention, etc. Unless otherwise specified in the Fund Law, the Fund Contract and other relevant provisions, the Fund information shall be kept confidential and shall not be disclosed to others before public disclosure, except for the provision of services to regulators, judicial institutions or external professional consultants such as audit and law consultants;

(14) Determine the fund income distribution plan as agreed in the fund contract, and distribute the fund income to fund share holders in a timely manner;

(15) Convene a general meeting of fund unit holders in accordance with the Fund Law, the Fund Contract and other relevant provisions or cooperate with the Fund Custodian and fund unit holders to convene a general meeting of fund unit holders in accordance with the law;

(16) Keep the accounting books, statements, records and other relevant materials of the fund property management business activities in accordance with the provisions for a period not less than the minimum period prescribed by laws and regulations; Retain relevant data in the process of roadshow, pricing, and placement as required, which shall not be less than the minimum period specified by laws and regulations and be filed for future reference, including promotional materials, roadshow live recordings, etc., and can truthfully and comprehensively reflect the inquiry, pricing, and placement process;

(17) Ensure that all documents or materials that need to be provided to fund investors are sent within the specified time, and ensure that investors can access public materials related to the fund at any time according to the time and method specified in the fund contract, and obtain copies of relevant materials at reasonable cost;

(18) Organize and participate in the Fund assets liquidation team, and participate in the custody, liquidation, valuation, realization and distribution of the Fund assets; If the fund liquidation involves the disposal of infrastructure projects, it shall follow the principle of giving priority to the interests of fund share holders, dispose of assets in accordance with laws and regulations, and complete the distribution of the remaining assets as soon as possible;

(19) When faced with dissolution, being canceled or declared bankrupt according to law, timely report to the CSRC and notify the Fund Custodian;

(20) In case of any loss of fund property or damage to the legitimate rights and interests of fund share holders due to the violation of the fund contract, they shall be liable for compensation, and their liability for compensation shall not be exempted by their retirement;

(21) Supervise the Fund Custodian to perform its obligations in accordance with laws, regulations and the Fund Contract. If it believes that the Fund Custodian violates the Fund Contract and relevant laws and regulations, it shall report to the CSRC and other regulatory authorities, and take necessary measures to protect the interests of the Fund investors;

(22) If the Fund fails to meet the filing conditions for the Fund during the raising period, and the Fund Contract cannot take effect, the Fund Manager will return the raised funds to the Fund Subscriber within 30 days after the end of the Fund raising period, together with the bank deposit interest for the same period;

(23) Implement the effective resolutions of the general meeting of fund share holders;

(24) Establish and maintain the register of fund unit holders;

(25) Other obligations stipulated by laws and regulations, the CSRC and the Fund Contract.

（3） Rights and obligations of the Fund Custodian

1. In accordance with the Fund Law, the Public Offering Fund Operation Measures, the Infrastructure Fund Guidelines and other relevant provisions, the rights of the Fund Custodian include but are not limited to:

(1) From the effective date of the Fund Agreement, the Fund assets shall be safeguarded in accordance with laws, regulations and the provisions of the Fund Agreement;

(2) The custodian fees of the Fund Custodian and other fees prescribed by laws and regulations or approved by the regulatory authorities in accordance with the Fund Contract;

(3) To supervise the Fund Manager's investment in the Fund;

(4) Supervise the capital account of infrastructure fund, the supervision account of the project company and other important capital accounts and capital flows, ensure compliance with laws and regulations and the fund contract, and ensure the closed operation of fund assets in the bank accounts at all levels involved in the fund;

(5) Supervise the fund manager to purchase adequate insurance for infrastructure projects;

(6) In accordance with the relevant market rules, open capital accounts, securities accounts and other investment accounts for the Fund, and handle the clearing of securities trading funds for the Fund;

(7) Propose to convene or convene a general meeting of fund unit holders;

(8) Nominate a new fund manager when the fund manager changes;

(9) Other rights stipulated by laws and regulations, the CSRC and the Fund Contract.

2. In accordance with the Fund Law, the Public Offering Fund Operation Measures, the Infrastructure Fund Guidelines and other relevant provisions, the obligations of the Fund Custodian include but are not limited to:

(1) Holding and safekeeping the fund property, ownership certificate and relevant documents in the principle of good faith and diligence;

(2) A special fund custody department shall be set up, with a business site meeting the requirements, and sufficient and qualified full-time personnel familiar with fund custody business shall be allocated to be responsible for fund property custody;

(3) Establish and improve internal risk control, supervision and audit, financial management and personnel management systems to ensure the safety of fund assets, and ensure that the fund assets under its custody are independent of the fund custodian's own assets and different fund assets; Set up separate accounts for different funds under custody, conduct independent accounting and separate account management, so as to ensure that different funds are independent from each other in terms of account setting, fund transfer, account book recording, etc;

(4) Except in accordance with the Fund Law, the Fund Contract and other relevant provisions, the Fund shall not use the Fund property to seek benefits for itself or any third party, and shall not entrust a third party to trust the Fund property;

(5) To keep the major contracts and relevant vouchers related to the Fund signed by the Fund Manager on behalf of the Fund;

(6) Open fund accounts, securities accounts and other accounts required for investment of fund assets as required, and handle liquidation and delivery matters in a timely manner in accordance with the fund contract and the investment instructions of the fund manager;

(7) Ensure that the capital account of infrastructure fund, the project company's supervision account and other important capital accounts and capital flows comply with the provisions of laws and regulations and the fund contract, and ensure that the fund assets are closed in the bank accounts at all levels involved in the fund;

(8) Supervise and review the investment operation of the Fund Manager in the Fund. If the Fund Manager is found to have violated the Fund Contract and relevant laws and regulations, causing significant losses to the Fund property and the interests of other parties, it shall report to the CSRC, and take necessary measures to protect the interests of the Fund investors;

(9) Supervise and review the income distribution and information disclosure of the fund manager in accordance with laws and regulations and the fund contract;

(10) Supervise the fund manager to purchase adequate insurance for infrastructure projects;

(11) Supervise the arrangement of borrowed funds of the project company to ensure compliance with laws, regulations and agreed purposes;

(12) Keep the business secrets of the fund, and do not disclose the fund investment plan, investment intention, etc. Unless otherwise specified in the Fund Law, the Fund Contract and other relevant provisions, the fund information shall be kept confidential and not disclosed to others before public disclosure, except for the provision of services to regulators, judicial institutions or external professional consultants such as audit and law consultants;

(13) Review and review the net asset value of the Fund calculated by the Fund Manager;

(14) To handle information disclosure related to fund custody business activities;

(15) Give opinions on the financial accounting report, quarterly report, interim report and annual report of the Fund, and explain whether the operation of the Fund Manager in all important aspects is strictly in accordance with the provisions of the Fund Contract; If the Fund Manager fails to implement the provisions of the Fund Contract, it shall also state whether the Fund Custodian has taken appropriate measures;

(16) Keeping records, account books, statements and other relevant materials of fund custody business activities shall not be less than the minimum period prescribed by laws and regulations;

(17) Establish and maintain the register of fund unit holders;

(18) Prepare relevant account books as required and check with the fund manager;

(19) Pay fund income to fund share holders in accordance with the instructions of the fund manager or relevant regulations;

(20) Convene a general meeting of fund unit holders in accordance with the Fund Law, the Fund Contract and other relevant provisions or cooperate with the Fund Manager and fund unit holders to convene a general meeting of fund unit holders in accordance with the law;

(21) Participate in the liquidation group of the Fund assets, and participate in the custody, liquidation, valuation, realization and distribution of the Fund assets;

(22) Report to the CSRC and the banking regulatory authority in a timely manner and notify the fund manager when faced with dissolution, revocation or bankruptcy according to law;

(23) If the fund property is lost due to the violation of the fund contract, it shall be liable for compensation, and its liability for compensation shall not be exempted by his retirement;

(24) Supervise the Fund Manager to perform its obligations in accordance with laws and regulations and the provisions of the Fund Contract as required. If the Fund Manager violates the Fund Contract and causes losses to the Fund property, it shall claim compensation from the Fund Manager for the interests of the Fund Unitholders;

(25) Implement the effective resolutions of the general meeting of fund share holders;

(26) Other obligations stipulated by laws and regulations, the CSRC and the Fund Contract.

2、 Procedures and Rules for Convening, Deliberating and Voting of the General Meeting of Fund Unitholders

（1） Convening of the general meeting of fund share holders

1. Unless otherwise stipulated in laws and regulations or in the fund contract, the general meeting of fund share holders shall be convened by the fund manager.

2. If the Fund Manager fails to convene the meeting or cannot convene the meeting as required, the Fund Custodian shall convene the meeting.

3. If the Fund Custodian deems it necessary to convene a general meeting of Fund Unitholders, it shall submit a written proposal to the Fund Manager. The Fund Manager shall decide whether to convene the meeting within 10 days from the date of receiving the written proposal and notify the Fund Custodian in writing. If the Fund Manager decides to convene the meeting, it shall convene the meeting within 60 days from the date of issuing the written decision; If the Fund Manager decides not to convene the meeting, but the Fund Custodian still considers it necessary, the Fund Custodian shall convene the meeting itself, and notify the Fund Manager within 60 days from the date of issuing the written decision, and the Fund Manager shall cooperate.

4. The Fund Unitholders representing more than 10% (including 10%) of the Fund units shall submit a written proposal to the Fund Manager if they request in writing to convene a general meeting of the Fund Unitholders on the same matter. The Fund Manager shall decide whether to convene the meeting or not within 10 days from the date of receiving the written proposal, and notify the representatives of the Fund Unitholders and the Fund Custodian who made the proposal in writing. If the Fund Manager decides to convene the meeting, it shall convene the meeting within 60 days from the date of issuing the written decision; If the Fund Manager decides not to convene the meeting, and the Fund Unitholders representing more than 10% (including 10%) of the Fund units still consider it necessary, they shall submit a written proposal to the Fund Custodian. The Fund Custodian shall decide whether to convene the meeting or not within 10 days from the date of receiving the written proposal and notify the representatives of the Fund Unitholders and the Fund Manager who made the proposal in writing; If the Fund Custodian decides to convene the meeting, it shall convene and notify the Fund Manager within 60 days from the date of issuing the written decision, and the Fund Manager shall cooperate.

5. If the Fund Unitholders representing more than 10% (including 10%) of the Fund units request to convene a general meeting of the Fund Unitholders on the same matter, but neither the Fund Manager nor the Fund Custodian convene the meeting, the Fund Unitholders representing more than 10% (including 10%) of the Fund units individually or in total have the right to convene the meeting on their own and report it to the CSRC for filing at least 30 days in advance. If the Fund Unitholders convene a general meeting of the Fund Unitholders on their own according to law, the Fund Manager and the Fund Custodian shall cooperate and shall not obstruct or interfere with it.

6. The convener of the Fund Unitholders' meeting shall be responsible for selecting and determining the time, place, method and equity registration date of the meeting.

（2） Discussion content and procedure

1. Discussion content and proposal right

The contents of the proceedings shall be major matters concerning the interests of fund unit holders, such as major amendments to the fund contract, decisions to terminate the fund contract, changes in the fund manager, changes in the fund custodian, mergers with other funds, other matters prescribed by laws and regulations and the fund contract, and other matters that the convener of the meeting deems necessary to be submitted to the fund unit holders' meeting for discussion.

Among them, for the major issues of convening a general meeting of fund share holders because the national or local authorities encourage or advocate rent reduction or exemption of infrastructure projects for policy reasons, the discussion contents include but are not limited to submitting to the general meeting of fund share holders to consider whether the rent reduction or exemption policies encouraged or advocated by the competent authorities should be implemented.

When the Fund intends to purchase infrastructure projects or other circumstances requiring registration change as required by the CSRC or relevant laws and regulations occur during the duration of the Fund, it shall perform registration change and other procedures in accordance with the relevant provisions of Article 40 of the Measures for the Operation of Public Funds. If it is necessary to submit it to the general meeting of fund share holders for voting, the registration change procedure shall be performed in advance.

The standards and requirements, strategic placement arrangements, due diligence requirements, information disclosure, etc. of infrastructure projects to be purchased by the Fund during the duration of the Fund shall be consistent with the requirements of the initial offering of the Fund, except for the circumstances recognized by the CSRC.

After the convener of the general meeting of fund unit holders issues the notice of convening the meeting, the amendment to the original proposal shall be announced in time before the general meeting of fund unit holders.

The meeting of the fund unit holders' congress may not vote on the contents of the proceedings that have not been announced in advance.

2. Proceedings

(1) On site meeting

In the way of on-site meeting, the chairperson of the meeting shall first determine and announce the scrutineers in accordance with the procedures specified in Article 8 of Part VIII of the Fund Contract, and then the chairperson of the meeting shall read out the proposal, vote after discussion, and form the resolution of the meeting. The chairperson of the meeting is the representative authorized by the Fund Manager to attend the meeting. If the authorized representative of the Fund Manager fails to chair the meeting, the representative authorized by the Fund Custodian to attend the meeting shall chair the meeting; If neither the authorized representative of the Fund Manager nor the authorized representative of the Fund Custodian can preside over the meeting, a Fund Unitholder shall be elected by more than 50% (including 50%) of the voting rights of the Fund Unitholders and agents present at the meeting as the chairperson of the meeting. The refusal of the Fund Manager and the Fund Custodian to attend or preside over the General Meeting of Fund Unitholders shall not affect the effectiveness of the resolutions made at the General Meeting of Fund Unitholders.

The convener of the meeting shall prepare the signature book of the attendees. The signature book shall specify the names (or unit names) of the participants, the number of identity documents, the fund shares held or represented with voting rights, the names (or unit names) and contact information of the principals and other matters.

(2) Communication meeting

In the case of correspondence meeting, the convener shall first announce the proposal 30 days in advance, and within 2 working days after the notified deadline for voting, the convener shall count all effective votes under the supervision of the notary organ, and form a resolution under the supervision of the notary organ.

（3） Voting procedures and rules

Each fund unit held by the fund unit holder has one vote.

If a fund unit holder is associated with voting matters, he/she shall withdraw from voting, and his/her shares shall not be included in the total number of fund units with voting rights. Fund share holders associated with the operation and management institution need not avoid voting on the dismissal or replacement of the operation and management institution, except for special circumstances recognized by the CSRC.

The resolutions of the general meeting of fund share holders can be divided into general resolutions and special resolutions:

1. General resolution, which is valid only after being passed by more than half (including half) of the voting rights held by fund share holders or their agents attending the meeting. Matters other than those required to be passed by special resolution as specified in item 2 below shall be passed by general resolution.

2. Special resolution, which shall be passed by more than two thirds (including two thirds) of the voting rights of fund share holders or their agents attending the meeting. Unless otherwise agreed in the fund contract, the following matters shall be effective only after passing a special resolution:

(1) Change the operation mode of the fund;

(2) Change the Fund Manager or Fund Custodian;

(3) Terminate the fund contract in advance;

(4) The Fund is merged with other funds;

(5) Make major adjustments to the investment objectives and strategies of the Fund;

(6) The purchase or sale of infrastructure projects whose accumulated amount accounts for 50% or more of the fund's net assets in 12 consecutive months;

(7) The cumulative amount of raised funds within 12 consecutive months accounts for 50% or more of the fund's net assets;

(8) Related party transactions that account for 20% or more of the net assets of the Fund accumulatively within 12 consecutive months after the establishment of the Fund;

(9) During the operation of the Fund, due to the relevant regulations and policies issued by the national or local authorities to encourage and advocate rent reduction and exemption for infrastructure projects, It is planned to implement the rent reduction policy (except that the project company will not reduce the income of the Fund due to the policy factors of rent reduction or exemption, which will lead to the decrease of the amount available for distribution during the corresponding period, by applying to the relevant departments for compensation, subsidies or other ways through the original equity holders or their designated third parties, which belongs to the Fund Contract It is not necessary to hold a general meeting of fund unit holders as agreed in Paragraph (2) of Article 1 of Part VIII).

The general meeting of fund share holders shall vote by open ballot.

When voting by means of communication, unless there is sufficient evidence to the contrary at the time of counting votes, investors who submit documents confirming the identity of investors in accordance with the provisions of the notice of the meeting shall be deemed as validly present, written voting opinions that appear to comply with the provisions of the notice of the meeting shall be deemed as validly voting, and those whose voting opinions are ambiguous or contradictory shall be deemed as abstention from voting, However, it shall be included in the total number of fund units represented by the fund unit holders who have issued written opinions.

The proposals of the general meeting of fund share holders or the parallel topics in the same proposal shall be considered separately and voted on item by item.

3、 Operation management arrangement of infrastructure projects

（1） Basic information of operation management organization

During the operation of the Fund, the Fund Manager will actively perform the operation and management responsibilities of infrastructure projects in accordance with the provisions of laws and regulations and the Fund Contract. At the same time, the Fund Manager intends to entrust qualified operation and management institutions to take charge of some of the operation and management responsibilities of infrastructure projects. The responsibilities that the Fund Manager should bear according to law are not exempted by the entrustment. Please refer to the Prospectus of the Fund for the basic information, professional qualifications and staffing of the operation and management organization.

（2） Operation management responsibility arrangement

The fund manager, the project company and the operation management agency clearly agree on the scope of operation responsibilities of the fund manager and the operation management agency in the operation management service agreement. For specific arrangements, please refer to the prospectus of this fund.

（3） Liability for breach of contract and compensation arrangements agreed in the operation management service agreement

Either party to the Operation Management Service Agreement shall fully compensate the other party and/or its indemnified party for all losses suffered by or in connection with the other party and/or its affiliates, directors, employees, representatives, successors or permitted assigns (hereinafter referred to as "the indemnified party") due to its breach of the agreement.

If the fund manager, infrastructure fund or infrastructure project suffers losses due to the breach or gross negligence of the operation management institution, the fund manager and/or the project company have the right to require the operation management institution to compensate for the losses.

4、 Fund income distribution principle and implementation method

（1） Principle of fund income distribution

1. The income distribution method of the Fund is cash dividends. The specific equity distribution procedures and other related matters shall comply with the relevant provisions of Shenzhen Stock Exchange and the registration authority;

2. On the premise of meeting the dividend conditions of relevant funds, the Fund shall distribute more than 90% of the annual distributable amount of the consolidated fund to investors at least once a year. If the fund contract takes effect less than 6 months ago, income distribution may not be carried out;

The specific allocation time shall be separately determined by the Fund Manager according to the actual operation and management of infrastructure projects;

3. Each fund unit has the same distribution right;

4. If laws and regulations or regulatory authorities provide otherwise, their provisions shall prevail.

On the premise of not violating the provisions of laws and regulations and the fund contract, and having no material adverse impact on the interests of fund share holders, the fund manager may adjust the distribution principle of fund income after reaching consensus with the fund custodian and performing appropriate procedures in accordance with the requirements of the regulatory authorities, without convening a general meeting of fund share holders, However, it shall be announced in the specified media on the date of implementation of the change.

If the Fund has failed to distribute its income in accordance with laws and regulations for two consecutive years, the Fund Manager shall apply for the termination of the listing of the Fund without convening a general meeting of fund unit holders.

（2） Income distribution scheme

The fund income distribution plan shall specify the equity registration date, the base date of income distribution, the object of fund income distribution, the date of cash dividend distribution, the amount available for distribution (including net profit, adjustment items and reasons for adjustment), the amount to be distributed according to the fund contract and other matters.

（3） Determination, announcement and implementation of income distribution plan

The income distribution plan of the Fund shall be formulated by the Fund Manager and reviewed by the Fund Custodian. The Fund Manager shall, at least two trading days prior to the equity registration date, make an announcement on the specified media in accordance with the relevant provisions of the Information Disclosure Measures for Public Funds and the Guidelines for Infrastructure Funds.

（4） Expenses incurred in fund income distribution

The bank transfer or other handling fees incurred in the distribution of fund income shall be borne by the investors themselves. When the investor's cash dividend is less than a certain amount, which is insufficient to pay the bank transfer or other handling fees, it shall be handled in accordance with the relevant provisions of the fund registration authority.

5、 Withdrawal, payment method and proportion of expenses related to fund property management and utilization

（1） Types of fund fees

1. Fund management fees;

2. Fund custody fees;

3. Information disclosure fees related to the fund after the fund contract takes effect;

4. Fees charged by accounting firms, law firms, evaluation agencies, etc. that provide professional services to the Fund (including the purchase and sale of infrastructure projects, etc.) after the Fund Contract takes effect, including but not limited to accounting fees, attorney fees, and evaluation fees;

5. Arbitration fees and legal fees related to the Fund;

6. Expenses for the general meeting of fund share holders;

7. Securities transaction settlement fees of the Fund;

8. Bank transfer fees of the Fund;

9. Fund listing fees and annual fees, registration and settlement fees;

10. Fund account opening fees and maintenance fees;

11. In addition to the fees listed above, all other taxes, expenses and other expenditures related to the asset support special plan held by the infrastructure fund, including but not limited to the taxes (except for the taxes that the plan manager should bear on its business activities or income) and government fees, fees for hiring legal advisers Special plan audit fee, fund transfer fee, capital verification fee, bank confirmation fee, execution fee, conference fee for convening the meeting of the holders of infrastructure asset-backed securities, special plan liquidation fee, and expenses (if any) required by the plan manager to perform the duties of shareholders of the project company And other expenses that the plan manager must bear and is entitled to be compensated according to the special plan documents;

12. Other expenses that can be disbursed in infrastructure fund products according to relevant national regulations and fund contracts.

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