History of Tiandiyuan Co.

On May 18, 1993, the company's second extraordinary shareholders' meeting approved the subdivision of the company's shares into 40,000,000 shares (with a par value of RMB 1 per share). April 11, 1994, by the company's third general meeting of shareholders, the Shanghai Municipal Securities Administration Office, approved by the Office of the Securities Office (1994) 053, the company for the distribution of shares; May 30, 1997, by the company's sixth general meeting of shareholders, approved by the Office of the Shanghai Municipal Securities Administration, Shanghai Securities (1997) 065 approval of the document, China Securities Regulatory Commission, approved by the word of the Securities Regulatory Commission (1997) 103, the company for the distribution of shares; the company for the distribution of shares. With the approval of Circular 103 of the China Securities Regulatory Commission, the Company carried out stock dividend and share allotment, and the total number of shares of the Company increased to 720,102,101 through the above stock dividend, share allotment and capital increase. On March 18, 2003, according to the document of Ministry of Finance, ''Cai Qi [2003] No. 98'', ''Reply of Ministry of Finance on the Issues Related to the Transfer of State-owned Shares of Shanghai Huchang Special Steel Company Limited'', the controlling shareholder of the company, Wuhan Iron & Steel Company, transferred the 491,466,300 shares held by the company, including 482,708,420 state-owned legal person shares and 8,757,880 social legal person shares, which cumulatively accounted for 68% of the total share capital of the company, to the company. (hereinafter referred to as Gaoxin Real Estate), on February 15, 2003, the company signed "Asset Sale Agreement" with Baosteel Group Shanghai Wuhan Iron and Steel Company Limited and "Asset Purchase Agreement" with Gaoxin Real Estate, and the company transferred all the company's assets except for currency funds and commercial promissory notes to Xi'an High-tech Industrial Development Zone Real Estate Development Company (hereinafter referred to as Gaoxin Real Estate) at a price of RMB 80,568.53 million. Ltd. at a price of RMB80,568.53 million, the company sold all the special steel assets and liabilities of the company except for currency funds and commercial promissory notes, and at the same time, the company acquired three projects of Maple Grove Oasis, Jie Zuo and Xi'an Gaoxin International Business Center owned by Gaoxin Real Estate at a price of RMB1,192,040,000 yuan. Subsequently, Gaoxin Real Estate purchased 68.25% equity of Huchang Special Steel from Baosteel Group Shanghai Five Steel Co. At the same time, the company changed its name to Tiandiyuan Co. After the major asset reorganization, the main business of the company was changed from iron and steel smelting and processing to real estate development and operation. In May 2006, the company completed the shareholding reform, the total number of shares of the company remained unchanged, all of them were negotiable shares, of which 524,592,098 were shares with limited selling conditions, accounting for 72.85% of the total number of shares, and 195,510,003 were shares with unlimited selling conditions, accounting for 27.15% of the total number of shares. The major shareholder, Gaoxin Real Estate, held 442,956,300 shares with limited selling conditions as at the implementation date of the equity distribution reform plan, of which 36,000,000 shares could be put into circulation after May 11, 2007 and 72,000,000 shares could be put into circulation after May 11, 2008, and the conditions of limited selling were lifted as at May 11, 2009; shares with limited selling conditions held by other shareholders with legal personality ******************. The 81,635,801 shares held by other domestic corporate shareholders with limited selling conditions*** will be available for circulation from May 11, 2007 onwards.