The Shanghai Stock Exchange issued the “Business Measures for Publicly Raising Infrastructure Securities Investment Funds (REITs) (Trial)”

The Zhitong Finance App learned that on December 31, the Shanghai Stock Exchange issued the “Public Raising of Infrastructure Securities Investment Funds (REITs) Business Measures (Trial)”, which mentions that if real estate funds intend to be listed on the Shanghai Stock Exchange, fund managers should submit a real estate fund listing application to the Shanghai Stock Exchange to review whether the listing conditions are met; asset-backed securities managers should also submit real estate to the Shanghai Stock Exchange For asset-backed securities listing applications, the Shanghai Stock Exchange will confirm whether the relevant conditions are met. Real estate funds applying for listing on the Shanghai Stock Exchange shall meet the conditions stipulated in the “Fund Guidelines”, “Commercial Real Estate Fund Notice” and the Shanghai Stock Exchange. Real estate asset-backed securities applying for listing on the Shanghai Stock Exchange shall meet the conditions stipulated in the “Fund Guidelines”, “Commercial Real Estate Fund Notice”, and “Regulations on the Administration of Asset Securitization Business”. The Shanghai Stock Exchange said that in order to promote the development of real estate funds, the initial listing fee, annual listing fee and transaction processing fee for real estate funds will be temporarily waived.

The original text is as follows:

Shanghai Stock Exchange's Business Measures for Publicly Raising Real Estate Investment Trust Funds (REITs) (Trial)

Shanghai Stock Exchange [2025] No. 138

Various market participants:

In order to implement the “Notice of the China Securities Regulatory Commission on Launching a Pilot Commercial Real Estate Investment Trust Fund” (hereinafter referred to as the “Commercial Real Estate Fund Notice”) and further regulate the public raising of real estate investment trust funds (hereinafter referred to as real estate funds) business, the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”) revised and formed the “Shanghai Stock Exchange Public Real Estate Investment Trust Fund (REITs) Business Measures (Trial)”, which has been approved by the China Securities Regulatory Commission and has now been issued and implemented from the date of publication. The “Shanghai Stock Exchange Public Raising Infrastructure Securities Investment Fund (REITs) Business Measures (Trial)” (Shanghai Securities Issuance (2021) No. 9) issued by the firm on January 29, 2021 was also abolished.

In order to ensure the application of the rules, the relevant matters are hereby notified as follows:

1. In order to promote the development of real estate funds, the firm temporarily exempts the collection of initial listing fees, annual listing fees and transaction processing fees for real estate funds.

2. The opening and closing prices of the firm's real estate funds shall be subject to the relevant regulations on fund transactions. Fund products that comply with the provisions of the “Commercial Real Estate Fund Notice” participate in the firm's various businesses and platforms and other outstanding matters shall be carried out in accordance with the provisions on publicly raising infrastructure securities investment funds in the relevant regulations of the firm.

3. The firm has simultaneously updated the guidelines on the mandatory provisions of risk disclosure documents for real estate funds. Relevant market participants should formulate risk disclosure statements in accordance with the aforementioned guidelines.

We hereby inform you.

Shanghai Stock Exchange

December 31, 2025

Shanghai Stock Exchange's Business Measures for Publicly Raising Real Estate Investment Trust Funds (REITs) (Trial)

Chapter I General Provisions

Article 1 In order to regulate the Shanghai Stock Exchange (hereinafter referred to as the “Commercial Real Estate Fund Notice”) and protect the legitimate rights and interests of investors, according to the “Securities Law”, “Securities Investment Fund Law”, “Guidelines for Publicly Raising Infrastructure Securities Investment Funds (Trial)” (hereinafter referred to as the “Fund Guidelines”) and the “Notice of the China Securities Regulatory Commission on Launching a Pilot Commercial Real Estate Investment Trust Fund” (hereinafter referred to as the “Commercial Real Estate Fund Notice”), “Securities Companies and Fund Management Company Subsidiaries Asset Securitization Business Administration Regulations” (hereinafter referred to as “Commercial Real Estate Fund Notice”)《 “Asset Securitization Business Administration Regulations”) and other relevant laws, administrative regulations, departmental regulations, and regulatory documents (hereinafter collectively referred to as laws and regulations) formulate these Measures.

Article 2 Real estate funds and real estate asset-backed securities referred to in these Measures refer to fund products and asset-backed securities that comply with the provisions of the “Fund Guidelines” and “Commercial Real Estate Fund Notice”.

These Measures apply to business activities such as the sale of real estate fund shares in the firm, listing transactions, and the listing and transfer of real estate asset-backed securities on the firm. Where no provision is made in these Measures, the “Shanghai Stock Exchange Securities Investment Fund Listing Rules” (hereinafter referred to as the “Securities Investment Fund Listing Rules”) and other relevant regulations of the firm shall apply.

Article 3 Real estate fund shares are listed and traded on our firm, and real estate asset-backed securities are listed on our firm, which does not indicate that the firm makes a judgment or guarantee on the investment risks or benefits of the product. Investment risks in real estate funds and real estate asset-backed securities are determined and borne by investors themselves.

Article 4. Business participating institutions such as fund managers, fund custodians, real estate project operation and management agencies and their personnel engage in real estate fund business activities. Asset-backed securities managers, asset-backed securities custodians, asset service agencies, original equity holders and their personnel engaged in real estate asset-backed securities business activities shall perform their duties with due diligence, honesty, credit, prudence, and diligence to effectively prevent conflicts of interest.

Information disclosure obligors for real estate funds and real estate asset-backed securities such as fund managers, fund custodians, asset-backed securities custodians, etc., and information disclosure obligors in real estate fund acquisitions and fund share rights (hereinafter referred to as share rights) changes shall promptly and fairly fulfill their information disclosure obligations to ensure that the documents and information disclosed by them are true, accurate, and complete, and that there are no false records, misleading statements or material omissions.

Financial advisors, accounting firms, law firms, asset evaluation agencies and other professional institutions and their personnel that provide services for real estate funds and real estate asset-backed securities shall be diligent and conscientious, strictly abide by the rules of practice and supervision, perform their obligations in accordance with regulations and agreements, and ensure that the documents and professional opinions issued by them are true, accurate, and complete, without false records, misleading statements or major omissions.

Article 5 Fund managers, fund sales institutions and members of the firm shall strengthen fund investor protection, carry out investor education through various channels, fully disclose relevant risks, effectively carry out investors' proper management responsibilities, and guide investors to participate rationally in fund investment.

Investors shall abide by the relevant regulations of the China Securities Regulatory Commission and the firm when trading shares in real estate funds.

Article 6. The Institute shall carry out self-regulatory management of supervised objects in accordance with laws and regulations, these Measures, other relevant business regulations of the firm, listing (listing) agreements, and commitments made by the business participating agencies and their related personnel, professional institutions and their related personnel, investors and their relevant personnel (hereinafter referred to as the subject of supervision).

Article 7. The relevant regulations of China Securities Registration and Settlement Co., Ltd. (hereinafter referred to as China Settlement) shall apply to the business relating to the registration and settlement of real estate funds.

Chapter II Application Requirements and Examination Procedures

Article 8 Where a real estate fund is to be listed on the firm, the fund manager shall submit a real estate fund listing application to the firm, and the firm shall review whether the listing conditions are met; the asset-backed securities manager shall also submit a real estate asset-backed securities listing application to the firm, and the firm shall confirm whether the relevant conditions are met.

Article 9 Where a real estate fund applies for listing on our firm, it shall comply with the conditions stipulated in the “Fund Guidelines”, “Commercial Real Estate Fund Notice” and this.

Article 10 Real estate asset-backed securities applying for listing on the firm shall meet the conditions stipulated in the “Fund Guidelines”, “Commercial Real Estate Fund Notice” and “Regulations on the Administration of Asset Securitization Business”.

Article 11 Fund managers and asset-backed securities managers shall hire professional institutions that meet the requirements to provide professional services such as evaluation, law, and audit, and conduct comprehensive due diligence investigations on the real estate projects they intend to hold. Where a fund manager intends to entrust an operation management agency to operate and manage a real estate project, the operation management agency to be entrusted shall conduct full due diligence investigation to ensure that it meets the required requirements in terms of professional qualifications (if any), staffing, corporate governance, etc., and has sufficient ability to perform its duties.

The professional agency hired by the fund manager and the asset-backed securities manager can be the same agency. Where an asset-backed securities manager hires an asset service agency, the asset service agency may be the same agency as the operation management agency. Fund managers may hire financial advisors to carry out due diligence investigations or conduct joint due diligence investigations with asset-backed securities managers, but each shall bear corresponding responsibilities in accordance with law.

Article 12 Where a fund manager applies for the listing of a real estate fund, he shall submit the following documents to the firm:

(1) An application for listing;

(2) Draft fund contract;

(3) Draft fund custody agreement;

(4) Draft recruitment brochures;

(5) Legal opinions issued by law firms on funds;

(6) Relevant explanatory materials for fund managers and asset-backed securities managers, including but not limited to investment management, project operation, risk control systems and procedures, department set-up and staffing, and management of similar products and businesses;

(7) A subscription agreement to support securities to be invested in real estate assets;

(8) Agreement documents signed between the fund manager and the main participating institutions;

(9) Fund manager due diligence reports and financial advisory reports (if any);

(10) An estimation report on the fund's allotable amount, which has been reviewed by an accounting firm;

(11) Other materials required by this document.

An asset-backed securities manager who wishes to apply for the listing of real estate asset-backed securities shall submit the following documents to the firm:

(1) Application for listing;

(2) Asset support special plan (hereinafter referred to as special plan) instructions and standard terms (if any);

(3) Documents of major transaction contracts such as underlying asset sales agreements, escrow agreements, supervisory agreements (if any), and asset service agreements (if any);

(4) Legal opinions issued by law firms on special plans;

(5) Financial reports and audit reports for the most recent 3 years and 1 period of real estate projects. If not available, financial reports and audit reports for the most recent 1 year and 1 period shall be provided. Where relevant materials are still not available, financial statements prepared for the latest 3 years and 1 period should be provided for at least the most recent 3 years and 1 period;

(6) Real estate project evaluation report;

(7) Asset-backed securities manager due diligence report;

(8) Asset-backed securities managers' compliance review opinions;

(9) Financial reports and audit reports (indicating whether they have been audited) for the last 3 years (less than 3 years since the date of establishment), or financial statements (indicating whether they have been audited) of the original shareholder, unless the original shareholder is a listed company;

(10) Resolutions on matters relating to the development of asset securitization financing made by the competent authority as stipulated in laws and regulations or the articles of association of the original shareholder company;

(11) Other materials required by this document.

Article 13. The content of the application documents shall be true, accurate, complete, concise, clear, and easy to understand.

From the date of submission of application documents, business participating institutions and their personnel, such as fund managers and asset-backed securities managers, as well as professional institutions and personnel providing services to real estate funds, must bear corresponding legal responsibilities.

The application documents may not be amended without the firm's consent.

Article 14 The Institute shall establish a review system for listing real estate asset-backed securities and fund listing in accordance with the requirements for the public issuance of securities. Relevant work process information is disclosed to the outside world and subject to social supervision.

Article 15 After receiving the application documents, the firm shall conduct a formal review of whether the application documents are complete and meet the formal requirements within 5 working days. If the documents are complete, they will be accepted; if the documents are incomplete or do not meet the formal requirements, they will be notified and corrected at once.

Article 16 After the application is accepted by the Institute, it is determined that the auditors will review the application materials. The firm issues the first written feedback within 20 working days from the date of acceptance; where no feedback is required, the fund manager or asset-backed securities manager shall be notified.

Fund managers and asset backed securities managers shall respond in writing within 30 working days after receiving written feedback from the firm. If the fund manager or asset support securities manager is unable to respond within the prescribed period, they shall submit an application for an extension of response to the firm and explain the reasons and proposed response time. The extension period shall not exceed 30 working days.

The firm reviews the response documents. If they do not meet the requirements, feedback may be issued again; where further implementation or feedback from fund managers and asset support securities managers is not required, reviews are carried out in accordance with the procedures.

Article 17 In the real estate fund listing and real estate asset-backed securities listing review, the firm may meet and inquire with fund managers, asset-backed securities managers, financial advisors, original shareholders, professional institutions and their relevant personnel as needed to review work papers and other materials relating to the listing of real estate funds and the listing of real estate asset-backed securities.

If the application documents are found to have major questions and the fund manager, asset-backed securities manager, financial advisor, original shareholder, or professional institution cannot make reasonable explanations, the firm may conduct on-site inspections on fund managers, asset-backed securities managers, financial advisors, original shareholders and professional institutions, or conduct on-site supervision of fund managers, asset-backed securities managers, financial advisors and related professional institutions.

Fund managers, asset support securities managers, financial advisors (if any), original shareholders, professional institutions and their relevant personnel shall actively cooperate with on-site inspections and on-site supervision work, and ensure the truthfulness, accuracy and completeness of the documents and statements provided.

Article 18 Based on the results of the review, the Institute shall issue a letter of no objection to the listing of real estate funds and the listing of real estate asset-backed securities or make a decision to terminate the review, and notify the fund manager and the asset-backed securities manager.

Article 19 After the application documents are accepted by the firm until the real estate fund is listed and the real estate asset-backed securities are listed, if important matters occur that may affect investors' value judgments and investment decisions, or may affect the current listing and listing, fund managers, asset-backed securities managers and other relevant business participating organizations shall promptly report to the firm, and shall hire a professional agency to carry out inspections if necessary. The firm handles it in accordance with the relevant procedures and reports to the China Securities Regulatory Commission as appropriate.

Chapter III. Sale, Listing and Trading

Article 20. The sale of real estate fund shares is divided into activities such as strategic placement, offline inquiry and pricing, offline placement, and public investor subscription.

Fund managers and financial advisors hired by them shall handle business activities related to the sale of real estate fund shares in accordance with laws and regulations.

Article 21 Investors participating in the strategic allocation of fund shares (hereinafter referred to as strategic investors) shall meet the requirements stipulated in the “Fund Guidelines”, “Commercial Real Estate Fund Notice”, etc., and shall not accept entrustment or entrust participation by others, with the exception of securities investment funds, public wealth management products and other asset management products established by law and meeting specific investment purposes, as well as national social security funds, basic pension insurance funds, annuity funds, etc.

The total proportion of the original stakeholders in the real estate project or related parties under their same control participating in the strategic placement of real estate fund shares shall not be less than 20% of the total fund share sale. Of these, 20% of the total fund share sale period shall not be less than 60 months from the date of listing, and the holding period of more than 20% shall not be less than 36 months from the date of listing, and no pledge is permitted during the fund share holding period.

In principle, the controlling shareholder, actual controller, or related party under the same control of a real estate project shall also separately apply the provisions of paragraph 2 of this section.

Article 22 When a real estate fund is sold for the first time, the fund manager and the financial advisor hired by the fund manager shall determine the real estate fund share subscription price by inquiring with offline investors.

The firm provides an offline distribution electronic platform service for real estate fund share inquiries.

Information on offline investors and placement targets is based on the information registered by the China Securities Association.

Article 23. Offline investors participate in the offline placement of fund shares through the firm's offline distribution electronic platform. The fund manager or financial advisor processes the subscription and sale of offline investors' offline fund shares according to the subscription price determined by the inquiry.

Article 24. Public investors may subscribe to real estate fund shares through on-market securities management institutions or fund managers and OTC sales agencies they entrust.

Article 25 After a real estate fund has raised capital, it shall use 80% or more of the fund's assets to invest in the full share of real estate asset-backed securities in accordance with the agreement.

Article 26 Real estate funds meet the listing conditions stipulated in the firm's “Securities Investment Fund Listing Rules”. Where the fund manager applies to the firm for the listing of the fund, the fund manager shall submit the following documents:

(1) Fund listing application documents required by the firm's “Securities Investment Fund Listing Rules”;

(2) A subscription agreement for real estate funds to subscribe to real estate asset-backed securities that have already been in effect;

(3) Announcement on the establishment of a special investment plan for real estate funds;

(4) Underlying asset sales agreements already in effect for the special investment plan of the real estate fund;

(5) Other documents required to be submitted by the Institute.

Materials that have been submitted in accordance with the provisions of Article 12 of these Measures and have not changed may no longer be submitted.

Article 27 Where a real estate fund meets the listing conditions, the firm shall issue a notice of listing to the fund manager.

The fund manager shall announce the listing transaction notice 3 working days before the fund share listing transaction. In addition to disclosing the content stipulated in the China Securities Regulatory Commission's “Securities Investment Fund Information Disclosure Content and Format Guidelines No. 1 'Content and Format of Listing Transaction Notices'”, the listing transaction notice shall also disclose the following content:

(1) The sale status of real estate funds;

(2) The specific circumstances and sales restriction arrangements of the original shareholders of the real estate project or related parties and other strategic investors under their same control participating in the strategic placement of the fund;

(3) Major risks in real estate fund investment, operation, transactions, etc.;

(4) The situation where a real estate fund subscribes to real estate asset-backed securities and a special investment plan invested by a real estate fund to invest in the underlying assets;

(5) Other content required to be disclosed by the Institute.

Article 28 On the first day of listing of real estate fund shares, the previous closing price shown in the immediate market price is the real estate fund sale price.

Article 29. The strategic placement share of real estate funds held by strategic investors shall be restricted and managed in accordance with the provisions of the “Fund Guidelines”, “Commercial Real Estate Fund Notice”, etc., and relevant agreements.

Fund managers should develop special systems to strengthen the management of sales restrictions on fund shares held by strategic investors.

Article 30 Where a strategic placement share of a real estate fund held by a strategic investor meets the conditions for lifting the sales restriction, the sale restriction arrangement may be disclosed by the fund manager 5 trading days before the sale restriction is lifted. When applying for the lifting of sales restrictions, the fund manager shall submit the following documents to the firm:

(1) An application to lift sales restrictions on fund shares;

(2) Reasons for lifting sales restrictions in whole or in part and relevant supporting documents (if applicable);

(3) An indicative announcement to lift sales restrictions on fund shares;

(4) Other documents required by this document.

The fund manager shall disclose the strategic investors' fulfilment of sales restriction commitments and lawyers' verification opinions (if necessary).

Article 31 Before an ordinary investor subscribes or buys shares in a real estate fund for the first time, fund managers and members of the firm shall require them to sign a risk disclosure statement in paper or electronic form to confirm that they understand the characteristics and main risks of real estate fund products.

Article 32 The asset backed securities manager shall apply to the firm for the listing of real estate asset-backed securities in accordance with the firm's business rules relating to asset-backed securities.

If the listing application documents are complete, the firm issues a notice of acceptance of listing to the asset-backed securities manager.

Article 33 Real estate funds may be traded using transaction methods approved by the firm, such as bidding, bulk, quotation, inquiry, designated counterparties, and agreed transactions.

Real estate fund bidding and bulk transactions are subject to the relevant regulations on fund transactions. Quotations, inquiries, designated counterparties, and agreed transactions refer to the relevant regulations applicable to bond transactions, except as otherwise provided by the firm.

Article 34. The firm imposes a price increase or decrease limit on real estate fund transactions. The limit ratio for real estate fund rise and fall rate on the first day of listing is 30%, and the limit ratio on the first day of unlisted listing is 10%, except as otherwise specified by the firm.

The formula for calculating the price of a real estate fund's rise and fall rate is: price of increase or decrease = previous closing price × (1 ± ratio of increase or decrease).

Article 35 The Company shall immediately publish the following information on real estate funds through the trading system or exchange website during the transaction period: stock code, stock abbreviation, declaration type, trading direction, quantity, price, yield, etc.

Article 36 Where real estate funds use bidding transactions, the maximum number of single declarations shall not exceed 100 million; where real estate funds use inquiries and bulk transactions, the number of single declarations shall be 1,000 copies or an integer multiple thereof.

The firm can adjust the number of real estate fund transaction declarations according to market development needs.

Article 37 The unit of minimum change in the declared price of a real estate fund is 0.001 yuan.

Article 38 Real estate fund shares may be used as pledge vouchers to participate in pledged agreement repurchases, pledged tripartite repurchases, etc. in accordance with the provisions of the firm.

Where the original shareholder or a related party under its same control participates in the business described in paragraph 1 of this section after the sales restriction period expires, the cumulative share of real estate funds obtained from the pledged strategic placement shall not exceed 50% of all such shares held by the firm, except as otherwise provided by the firm.

Article 39. During the listing of real estate funds, fund managers shall, in principle, select no less than 1 liquidity service provider to provide services such as bilateral quotations for real estate funds.

Real estate fund managers and liquidity service providers carry out fund liquidity service business in accordance with the relevant regulations on fund liquidity services of the firm.

Chapter IV: Lifetime Management

Section 1 Operation Management and Information Disclosure

Article 40 During the life of a real estate fund, business participating organizations such as fund managers, fund custodians, asset-backed securities managers, asset-backed securities custodians, original shareholders, and operation management agencies shall perform their duties or obligations in accordance with laws and regulations, the provisions of these Measures, and relevant contractual agreements.

Fund managers shall actively perform their duties in the operation and management of real estate projects. Where they are responsible for the operation and management of real estate projects by establishing a special subsidiary or entrusting an operation management agency, they shall comply with the relevant provisions of the “Fund Guidelines” and “Commercial Real Estate Fund Notice”, and continue to strengthen supervision of the performance of the duties of the special subsidiary or operation management agency in accordance with the relevant regulations.

If the fund manager dismisses the operation management agency in accordance with regulations or agreements, and the operation management agency is an asset service agency employed by the asset-backed securities manager, the asset-backed securities manager shall simultaneously cancel the asset service agreement with the agency.

Article 41 Fund managers shall disclose regular reports and temporary reports of real estate funds in accordance with laws and regulations.

Article 42 An asset-backed securities manager may fulfill its obligation to disclose information through a website or targeted disclosure method that complies with the regulations.

Article 43 Where the information to be disclosed is uncertain, is a temporary trade secret, or has other circumstances approved by the firm, where timely disclosure may harm the interests of the fund or mislead investors, and at the same time meets the following conditions, the fund manager and other obligors of information disclosure may suspend disclosure:

(1) The information to be disclosed has not been leaked;

(2) The relevant insider information has promised in writing to keep it confidential;

(3) There have been no abnormal fluctuations in real estate fund transactions.

Information disclosure obligors shall carefully determine matters for suspension of information disclosure, establish corresponding internal management systems, and clarify internal audit procedures for suspension of information disclosure. The firm exercises ex post facto supervision of the suspension of disclosure.

Where information suspended from disclosure is indeed difficult to keep confidential, has been leaked, or market rumors have arisen, causing the real estate fund transaction price to fluctuate greatly, the person responsible for disclosing the information shall immediately disclose it.

Article 44 Fund managers, business participating agencies other than asset backed securities managers, and information disclosure obligors shall promptly provide relevant materials to fund managers and asset-backed securities managers in accordance with regulations and agreements.

Article 45. The Institute shall check publicly disclosed fund information and real estate asset-backed securities information in accordance with regulations on websites or targeted disclosure, and shall not be responsible for the authenticity, accuracy, and completeness of the above contents.

Article 46: Information disclosure obligors, business participants, professional institutions, and other relevant persons familiar with the matter shall not divulge the information to be disclosed before the information is disclosed.

Article 47 A fund contract shall agree on the rules of the general meeting of fund share holders, including but not limited to the scope of matters to be considered, the procedure for convening, and voting mechanisms.

Where a fund share holders' meeting is convened, the convenor shall disclose matters such as the time, format of the meeting, matters to be considered, deliberation procedures, voting methods, and resolution results of the fund share holders' meeting. The convenor shall hire a law firm to issue a legal opinion on the above matters and disclose it in conjunction with the resolution of the General Assembly of Holders.

Where a fund share holders' meeting is held, relevant organizations such as fund managers, fund sales institutions, and members of the firm shall promptly inform investors about matters relating to the fund share holders' meeting.

Article 48 According to the characteristics of real estate funds, fund managers shall clearly agree in the fund contract, including but not limited to situations where the real estate project cannot maintain normal and continuous operation, making it difficult to generate continuous or stable cash flow, etc. If the termination of the fund contract is triggered, the fund manager shall handle fund liquidation in accordance with the provisions of laws and regulations and the fund contract agreement.

Where disposal of real estate projects is involved, the principle of prioritizing shareholders' interests shall be followed. Asset-backed securities managers shall cooperate with fund managers to dispose of assets in accordance with relevant regulations and agreements, and complete the allocation of remaining assets as soon as possible.

During asset disposal, fund managers and asset-backed securities managers shall fulfill their information disclosure obligations in accordance with relevant regulations and agreements.

Article 49 The suspension, resumption of trading, termination of listing, etc. of real estate funds shall be carried out in accordance with the firm's “Securities Investment Fund Listing Rules” and other relevant regulations.

Real estate funds shall distribute income in strict accordance with laws and regulations. If income distribution is not carried out in accordance with regulations for 2 consecutive years, the fund manager shall apply to terminate the listing of the real estate fund.

Section II. Newly purchased real estate projects

Article 50. During the life of a real estate fund, where the fund manager makes a decision to purchase a real estate project, it shall promptly prepare and issue an interim notice disclosing the relevant circumstances and arrangements for the real estate project to be purchased.

After issuing the first temporary announcement on the proposed real estate purchase project, the fund manager shall regularly issue progress announcements explaining the specific progress of the real estate purchase project. If there is significant progress or major change in this real estate purchase project, the fund manager shall promptly disclose it.

In transactions involving the purchase of real estate projects, fund managers shall formulate practical confidentiality measures and strictly fulfill the obligation of confidentiality.

Where the suspension and resumption of trading is involved, the fund manager shall handle it in accordance with all relevant regulations of the Fund.

Article 51 If a real estate fund intends to purchase a real estate project during the life of a real estate fund, and the fund manager applies to the China Securities Regulatory Commission for a change of registration of the real estate fund in accordance with the regulations, the fund manager and the asset-backed securities manager shall simultaneously submit to the firm a real estate fund product change application and an application relating to real estate asset-backed securities, and the firm shall confirm whether the relevant conditions are met.

Article 52 The fund manager shall submit the following documents to the firm when applying for changes in real estate fund products in connection with the proposed purchase of real estate projects:

(1) Product change applications;

(2) Product change plan;

(3) Documents stipulated in Article 12 (1) (2) to (10) of these Measures;

(4) Other materials required by this document.

The manager of asset-backed securities shall simultaneously submit application materials relating to real estate asset-backed securities to the firm in accordance with the provisions of Article 12 (2) of these Measures.

In accordance with the working procedures relating to the initial sale of real estate fund products, the firm reviews whether real estate fund product changes and real estate asset-backed securities meet the conditions, issues a letter of no objection to real estate fund product changes and real estate asset-backed securities that meet all of our requirements based on the review results, and makes a decision to terminate the review, and notifies the fund manager and the asset-backed securities manager.

Article 53 Where a real estate fund holds a general meeting of fund share holders on matters relating to the purchase of real estate projects in accordance with regulations or fund contract agreements, the relevant information disclosure obligors shall announce the matters of the fund share holders' meeting in accordance with the relevant regulations and disclose detailed plans and legal opinions on the matters to be purchased. Where an expansion is involved, the method for determining the price of the expanded offering shall also be disclosed.

Article 54. Where a real estate purchase project is completed during the life of a real estate fund, the listing of additional fund shares shall be arranged by the firm for listing additional fund shares in accordance with the application of the fund manager; where the listing of real estate asset-backed securities is involved, it shall be handled in accordance with the relevant provisions of Chapter III of these Measures.

Section III Real Estate Fund Acquisitions and Changes in Share Equity

Article 55. Where activities involving the acquisition of real estate funds and changes in share rights are involved, the parties concerned shall perform the corresponding procedures or obligations in accordance with the provisions of these Measures. For other matters not stipulated in these Measures, the parties concerned shall comply with the relevant procedures or obligations with reference to the China Securities Regulatory Commission's “Administrative Measures on Acquisitions of Listed Companies”, “Shanghai Stock Exchange Stock Listing Rules” and other regulations relating to acquisitions of listed companies and changes in share rights; for matters that are not really applicable, the parties concerned may explain the reasons and be exempted from carrying out the relevant procedures or obligations.

Article 56. When the share of the fund in which the investor and its co-actors have rights reaches 10% of the share of a real estate fund through transactions with the firm or other means approved by the firm, they shall prepare an equity change report within 3 days from the date the fact occurred, notify the fund manager of the real estate fund, and make an announcement; within the above period, the share of the real estate fund shall no longer be traded.

After the share of the fund in which the investor and its co-actors have an interest reaches 10% of the share of a real estate fund, the share of the fund with equity interest through the firm's transaction to the share of the real estate fund increases or decreases by 5%, notifications and announcements shall be made in accordance with the provisions of the preceding paragraph. Shares in the real estate fund may no longer be traded from the date this fact occurred until 3 days after the announcement.

It should be agreed in the fund contract that investors and their co-actors agree that when they own a fund share, they are deemed a commitment. If they buy a fund share with an interest in a real estate fund in violation of the provisions of paragraphs 1 and 2 of this section, they will not exercise voting rights on the fund share exceeding the specified ratio within 36 months after the purchase.

Article 57. Investors and their co-actors shall prepare relevant share and equity change reports and other information disclosure documents with reference to the “Administrative Measures on Acquisitions of Listed Companies”, the China Securities Regulatory Commission's regulations on the content and format of reports on changes in the equity of companies that publicly issue securities, and other regulations relating to acquisitions of listed companies and changes in share equity interests, etc., and make announcements.

Investors and their co-actors shall prepare an equity change report in accordance with the provisions of Article 16 of the “Administrative Measures on Acquisitions of Listed Companies” if their share of the real estate fund has reached or exceeds 10% of the real estate fund share but does not reach 30%.

Investors and their co-actors shall prepare an equity change report in accordance with the provisions of Article 17 of the “Administrative Measures on Acquisitions of Listed Companies” if their share of the real estate fund amounts to or exceeds 30% of the real estate fund share but does not exceed 50%.

Article 58. Investors and their co-actors shall, when the fund share in which they have interests reaches 50% of the real estate fund share, shall refer to the “Administrative Measures on Acquisitions of Listed Companies” and other relevant regulations relating to acquisitions of listed companies and changes in share interests, and carry out the corresponding procedures or obligations by means of an offer, but they are exempt from issuing an offer if they meet the provisions of these Measures.

The foregoing provisions shall apply if the investor and its co-actors have an equity share that reaches or exceeds 50% of the real estate fund share through the initial sale and continues to increase their real estate fund share.

The fund manager of the acquired real estate fund shall prepare and publish the fund manager's report in accordance with the provisions of the “Administrative Measures on Acquisitions of Listed Companies”, and hire independent financial advisors to issue professional opinions and make announcements.

Where a real estate fund is purchased by means of an offer, the real estate fund shall be suspended from trading until the end of the offer until the results of the offer are announced. The fund manager disclosed the results of the offer to resume trading on the announcement date. If the announcement date is not a trading day, trading will resume on the next trading day.

Where a real estate fund acquisition is carried out by means of an offer, the parties shall complete the relevant formalities in accordance with the relevant regulations of the Company and China Settlement Listed Company's bid acquisition business.

Article 59. Investors and their co-actors shall be exempted from issuing an offer if their real estate fund shares reach or exceed 2/3 of the real estate fund share and continue to increase their real estate fund shares.

In addition to meeting the requirements stipulated in paragraph 1 of this section, investors and their co-actors may be exempted from issuing an offer if their share in the real estate fund reaches or exceeds 50% of the real estate fund share and satisfies any of the circumstances listed in Article 63 of the “Administrative Measures on Acquisitions of Listed Companies”.

If it complies with one of the circumstances listed in Article 62 of the “Administrative Measures on Acquisitions of Listed Companies”, investors may be exempted from increasing their share of real estate funds by means of an offer.

Article 60 Where a real estate fund involves mergers with other funds, the relevant procedures shall be carried out in accordance with the provisions of laws and regulations and the agreement of the fund contract.

Chapter V Self-Regulatory Supervision

Article 61 The Institute may carry out daily supervision according to the needs of self-regulatory management work. Specific measures include:

(1) Give oral reminders or supervision to supervisors;

(2) Issuing written letters such as inquiries, notices, and reminders to supervisors;

(3) Discuss with supervisors and relevant personnel;

(4) Require supervisors to carry out self-inspections, etc.;

(5) Require agencies involved in the business to check and express opinions;

(6) Conduct on-site or off-site inspections on supervised objects;

(7) Report the relevant situation to the China Securities Regulatory Commission;

(8) Other routine supervision measures.

Supervisors shall actively cooperate with the Institute in carrying out daily supervision, promptly prepare and fully preserve relevant working papers for inspection, provide relevant materials as required, and ensure that the relevant documents and data provided are true, accurate, complete and timely, and must not be rejected, obstructed or concealed.

If the subject of supervision shall truthfully report or respond to inquiries raised by the firm on relevant matters within the period required by this agency, fails to report or disclose in accordance with the provisions of these Measures and the requirements of the firm, or where there are other circumstances deemed necessary by the firm, the firm may explain the relevant situation to the market in the form of an exchange announcement, etc.

Article 62 Where the supervising object violates these Measures, the listing agreement, relevant agreement, commitment or other relevant regulations, the firm may implement the following supervisory measures against the subject of supervision and the supervisors directly responsible and other persons directly responsible:

(1) Oral warning;

(2) Written warning;

(3) Regulatory discussions;

(4) Request corrections within a limited period of time;

(5) Request public corrections, clarifications, or explanations;

(6) Request a public apology;

(7) Request that other agencies be hired to conduct inspections and express opinions;

(8) Suggest the replacement of relevant personnel;

(9) Issuing supervisory recommendation letters to relevant competent authorities;

(10) Other supervisory measures as stipulated in this article.

Article 63 Where the supervising object violates these Measures, listing agreements, relevant agreements, commitments or other relevant regulations, and the circumstances are serious, the firm may impose the following disciplinary sanctions on the subject of supervision, the supervisors directly responsible and other persons directly responsible:

(1) Report criticism;

(2) Public condemnation;

(3) Documents issued by professional institutions or their relevant personnel will not be accepted for the time being;

(4) Collection of punitive penalties;

(5) Other disciplinary actions as stipulated in this article.

Article 64: If the subject of supervision occurs in any of the following circumstances, the firm may record it in the integrity file:

(1) Failure to fulfill the obligations agreed in the contract, causing significant losses to investors;

(2) Failure to fulfill important commitments made;

(3) Being subject to disciplinary action or related supervisory measures by the Institute;

(4) Other circumstances as stipulated in this article.

Article 65 Before a relevant disciplinary decision is made, the parties concerned may apply for a hearing in accordance with the scope and procedures stipulated in all relevant business rules.

If the parties concerned disagree with the relevant disciplinary decisions made by the Company, they may apply for review in accordance with the scope of acceptance and procedures stipulated in all relevant business rules of the Company.

Chapter 6 Supplementary Provisions

Article 66. Except as otherwise provided by the Firm, where mergers, acquisitions and changes in share rights of real estate funds are involved, the “Listed Company Acquisition Management Measures” and shares in the firm's rules relating to acquisitions of listed companies and changes in share equity shall be understood as real estate fund shares; shareholders shall be understood as real estate fund share holders; controlling shareholders shall be understood as real estate fund share holders with control over real estate funds; shareholders' meetings shall be understood as meetings of real estate fund share holders; the board of directors of listed companies shall be understood as fund managers and the like in real estate fund business activities Has An organization or agency with the same function.

Article 67. Expenses relating to the listing and transaction of real estate funds shall be carried out in accordance with the firm's fund standards.

Real estate fund holders of unrestricted sales shares participate in the tender acquisition business. Refer to the standard fees for real estate fund transactions.

Article 68 These Measures take effect after being reviewed and approved by the Board of Directors of the Institute and reported to the China Securities Regulatory Commission for approval, and the same is true when amended.

Article 69 The Institute is responsible for interpreting these Measures.

Article 70 These Measures take effect from the date of promulgation. The “Shanghai Stock Exchange Public Raising Infrastructure Securities Investment Fund (REITs) Business Measures (Trial)” (Shanghai Securities Issuance (2021) No. 9) issued by the firm on January 29, 2021 was also abolished.

This article was selected from the official website of the “Shanghai Stock Exchange”. Zhitong Finance Editor: Xu Wenqiang.