Shanghai Stock Exchange (SSE): Differentiated due diligence and information disclosure requirements have been set for various types of assets such as industrial parks, toll roads, rental housing, storage and logistics, and consumer infrastructure.

On December 27, the Shanghai Stock Exchange issued a notice on the "Guidelines for the Application of Rules for Publicly Offered Infrastructure Securities Investment Fund (REITs) of the Shanghai Stock Exchange - Audit Focus Items (Trial) (2024 Revision)". The notice clarified the common requirements for asset verification and information disclosure of various types of infrastructure REITs, and special provisions were made for different types of assets in industrial parks, toll roads, rental housing, warehousing and logistics, and consumer infrastructure for asset verification and information disclosure. The original text is as follows: Guidelines for the Application of Rules for Publicly Offered Infrastructure Securities Investment Fund (REITs) of the Shanghai Stock Exchange - Audit Focus Items (Trial) (2024 Revision) Chapter I General Provisions Article 1 In order to regulate the listing application for publicly offered infrastructure securities investment funds (hereinafter referred to as infrastructure funds) and the confirmation of the listing conditions of infrastructure asset-backed securities, improve the quality of information disclosure in application documents, protect the legitimate rights and interests of investors, and in accordance with the Provisions on Publicly Offered Infrastructure Securities Investment Fund Guidelines (Trial) (hereinafter referred to as the "Infrastructure Fund Guidelines"), the Regulations on the Management of Asset Securitization Business of Securities Companies and Fund Management Company Subsidiaries (hereinafter referred to as "Asset Securitization Business Management Regulations") and the Measures for the Management of Publicly Offered Infrastructure Securities Investment Fund (REITs) Business of the Shanghai Stock Exchange (Trial), this guideline is formulated. Article 2 The application of infrastructure fund managers for listing infrastructure funds with the Shanghai Stock Exchange (hereinafter referred to as the Exchange) and the asset support securities managers applying with the Exchange for the confirmation of the listing conditions of infrastructure asset-backed securities shall be subject to this guideline. For infrastructure types such as industrial parks, warehousing and logistics, toll roads, rental housing, consumer infrastructure, etc., they should also comply with the provisions of the relevant major asset guidelines in the appendix of this guidance. In the absence of provisions in this guidance, the relevant regulations of the China Securities Regulatory Commission (CSRC) and the Exchange shall apply. The terms "infrastructure funds" and "infrastructure asset-backed securities" in this guidance refer to funds and asset-backed securities that meet the requirements of the Infrastructure Fund Guidelines. The term "infrastructure projects" in this guidance shall comply with the relevant requirements of national major strategies, development plans, industrial policies, investment management regulations, etc., and shall comply with the relevant regulations of the CSRC. Unless otherwise specified, the term "manager" in this guidance refers to fund managers and asset support securities managers. Article 3 Managers, financial advisors (if any), accounting firms, law firms, asset valuation organizations, and other professional organizations shall be diligent and responsible, strictly abide by laws, regulations, departmental rules, and normative documents (referred to collectively as laws and regulations) and professional norms, fulfill their obligations in accordance with regulations and agreements, ensure that the documents and professional opinions issued are true, accurate, complete, and free from false records, misleading statements, or significant omissions. Information disclosure documents such as offering circulars shall be true, accurate, complete, concise, clear, easy to understand, and readable. The provisions of this guidance are the basic requirements for information disclosure and verification in the application documents. In the absence of provisions in this guidance, information necessary for investors to make value judgments and investment decisions should be disclosed. Article 4 If the information to be disclosed by the information disclosure obligor such as fund managers and fund custodians is legally recognized as state secrets, and timely disclosure or performance of related obligations may violate laws and regulations, endanger national security, or harm the legitimate rights and interests of the information disclosure obligor or related parties, they may be exempt from disclosing or performing relevant obligations in accordance with the relevant regulations. If the information to be disclosed by the information disclosure obligor contains uncertainties, or constitutes commercial secrets, and timely disclosure or performance of related obligations may violate laws and regulations, lead to unfair competition, or harm the legitimate rights and interests of the information disclosure obligor or related parties, they may be temporarily deferred or exempted from disclosing or performing relevant obligations in accordance with the relevant regulations. Article 5 The opinions issued by the Exchange on the listing of infrastructure funds and the confirmation of the listing of infrastructure asset-backed securities do not indicate that the Exchange has made judgments or guarantees on the investment risks or returns of infrastructure funds. Investors should independently assess the investment value of infrastructure funds, make investment decisions independently, and bear the investment risks themselves. Chapter II Participants Article 6 The proposed fund managers and fund custodians should meet the conditions and requirements stipulated in the Securities Investment Fund Law of the People's Republic of China, the Measures for the Operation and Management of Publicly Offered Securities Investment Funds formulated by the CSRC, and the Infrastructure Fund Guidelines. The proposed asset support securities managers and asset support securities custodians should meet the conditions and requirements stipulated in the Asset Securitization Business Management Regulations of the CSRC and the relevant rules of the Exchange on asset securitization. The proposed fund managers and asset support securities managers should have a relationship of actual control or be controlled by the same controlling entity. The proposed fund custodians and asset support securities custodians should be the same entity. Article 7 The original equity holders shall meet the following conditions: (1) Legally established and in existence; (2) They hold full ownership or operational rights of the infrastructure project, without major ownership disputes or controversies; (3) The main original equity holders have solid credit, stable control rights, sound internal control systems, continuous operational capabilities, and no major illegal records in the last three years (starting from the date of establishment, if less than three years); (4) In the last three years, there have been no circumstances in which they have been identified by competent authorities as dishonest persons subject to enforcement, dishonest production and operating units, or other dishonest entities due to serious illegal and dishonest acts, or cases in which financial financing has been suspended or restricted; (5) Other conditions stipulated by the CSRC and the Exchange. The primary original equity holders and their controlling shareholders and actual controllers shall undertake that if the documents and information provided contain significant violations, concealment of important facts, or fabrication of major false information, they shall repurchase all fund units or infrastructure project equity. When the original equity holders transfer project company equity to infrastructure funds, they shall comply with the provisions of local government debt management and may not increase local government hidden debts. Article 8 Fund managers shall entrust external management agencies to operate and manage the funds.For infrastructure projects, external management agencies must comply with the provisions of the "Infrastructure Fund Guidelines" and the following conditions:(1) Having the ability to operate continuously; (2) No major violations or infractions in the past three years; (3) No situations in the past year where the individual or entity has been recognized as a dishonest executor, dishonest production and operation unit, or other dishonest unit due to serious violations of laws and regulations by the competent authority; (4) Other conditions stipulated by the China Securities Regulatory Commission and the Exchange. Article 9: The professional institutions hired by the fund manager shall meet the conditions and requirements stipulated in the "Infrastructure Fund Guidelines". Asset-backed securities managers may hire the same professional institutions as the fund manager. When hiring professional institutions, the fund manager should follow the principle of the minimum necessary, streamline product structures, reduce operating costs, and improve operating efficiency. Article 10: The funds recovered by the original equity holders through the transfer of infrastructure projects should be used in accordance with national industrial policies. The fund manager should disclose the commitments made by the original equity holders for the use of recovered funds, the management system for recovered funds (if any), the construction entity of the proposed investment projects, total investment amount, investment gap, construction content, and progress of construction. If the business scope of the original equity holder's controlling shareholder or its related parties involves commodity residential and commercial real estate development, the original equity holder should effectively separate assets, business, finance, personnel, and institutions related to commodity residential and commercial real estate development, maintaining relative independence. The original equity holder and the manager should take effective measures to prevent the inflow of recovered funds into the field of commodity residential or commercial real estate development. The aforementioned commercial real estate development field does not include industries such as consumer infrastructure and rental housing which the China Securities Regulatory Commission considers eligible for infrastructure fund issuance. Article 11: The manager should disclose whether there are any related relationships or potential conflicts of interest between the participating institutions and the original equity holders. If there are potential conflicts of interest, the manager should implement effective risk mitigation measures. Chapter III General Provisions on Infrastructure Projects Section 1 Project Access Requirements Article 12: Infrastructure projects should meet the following conditions: (1) Clear ownership, complete assets, clear asset scope, including ownership or use rights of major assets related to the operation of infrastructure projects such as land, buildings, machinery and equipment, franchise rights, operating income rights, etc. in principle; (2) Related contracts, certificates, financing agreements, land use agreements, etc. related to infrastructure projects should not have restrictions on the transfer of land use rights, assets, project company equity, franchise rights, operating income rights, except with explicit consent from competent departments or related rights holders; (3) There should be no encumbrances, pledges, or other rights restrictions (hereinafter referred to as "rights burdens") on infrastructure projects that can be lifted after the establishment of the infrastructure fund; (4) Infrastructure projects have passed completion acceptance, meeting engineering construction quality and safety standards, and have completed relevant procedures as required; (5) The actual land use of infrastructure projects should generally correspond to their planned use and the purpose stated in the certificates. In case of discrepancies, the manager and lawyers should disclose the reasons for the discrepancies and relevant legal policy basis (if any), fully disclose risks, and establish risk mitigation measures; (6) If the operation of the infrastructure project requires specific qualifications, the relevant operating qualifications should be legal and valid. If there are extension arrangements for operating qualifications during the existence of the infrastructure fund, the manager should disclose specific arrangements, fully disclose risks, and establish risk mitigation measures; (7) Other conditions stipulated by the China Securities Regulatory Commission and the Exchange. Article 13: For the first application for listing of an infrastructure fund, the evaluation value of the infrastructure project should generally not be less than 10 billion yuan (for leased housing infrastructure projects and elderly care facilities projects, not less than 8 billion yuan). Infrastructure funds already listed applying to acquire new infrastructure projects are not subject to the above limit. Article 14: For infrastructure projects involving franchise rights or operating income rights, the internal rate of return (IRR) during the fund's term should generally not be less than 5%; for infrastructure projects not involving franchise rights or operating income rights, the projected annual net cash flow distribution rate should generally not be less than 3.8% for the next three years. Article 15: The operation of the infrastructure project should meet the following conditions: (1) Have a mature and stable operating model; (2) Be able to operate independently, not relying on the original equity holder or its related parties; (3) In principle, have been operating continuously for more than three years with good investment returns; (4) Average net profit or operating cash flow should have been positive in the past three years; (5) If mainly reliant on rental income, the occupancy rate should have been high in the past three years, rent collection should have been good, the credit status of key tenants should be good, and leases should be stable; if mainly reliant on fee income, the capacity utilization rate in the past three years should have been high, or demand for use should have been sufficient and stable; (6) Other conditions stipulated by the China Securities Regulatory Commission and the Exchange. Article 16: The cash flow of infrastructure projects should meet the following conditions: (1) Based on real and legal business activities, the legal agreements or documents generating cash flows should be legal and valid, and the prices or fee standards should comply with relevant laws and regulations (if any); (2) In line with market principles, generally not dependent on non-recurring income such as subsidies from third parties; (3) Should be independent, sustainable, and stable; (4) Should have reasonably diversified sources, directly or through sources from multiple cash flow providers; if the cash flow providers are relatively few or the sources are concentrated due to business models or operational formats, the manager should explain the reasons and rationality, fully disclose risks, and establish risk mitigation measures; (5) Other conditions stipulated by the China Securities Regulatory Commission and the Exchange. Article 17: Project companies should meet the following conditions: (1) Legally established and existing; (2) Standardized financial accounting and financial management systems; (3) Legally and fully owning the ownership or operating rights of infrastructure project assets; (4) Other conditions stipulated by the China Securities Regulatory Commission and the Exchange. Article 18:The underlying assets of infrastructure asset-backed securities should meet the following conditions: The delineation of asset scope and rights content is clear, with legal basis, and the specific content of subsidiary security interests and other rights (hereinafter referred to as subsidiary interests, if any) should be clearly defined; () The ownership of underlying assets and related assets (if any) should be clearly defined. The original equity holder should legally own the underlying assets, and the legal agreements or documents related to the underlying assets should be authentic, legal, and valid. If the underlying assets are acquired from a third party, the original equity holder should have already paid the transfer price or have clear arrangements for the payment of the transfer price, and the transfer price should be fair. Any necessary registrations, approvals, filings, etc. related to the transfer should be completed; () No additional encumbrances should be attached, except for using raised funds after the establishment of the special plan to repay debts, etc., which can remove related restrictions; () There should be no statutory or contractual restrictions on the transfer, mortgage, or pledge of assets, except where such restrictions can be removed through relevant arrangements; () Other conditions specified by the China Securities Regulatory Commission and the Exchange. Article 19 The transfer of underlying asset support securities based on infrastructure assets should meet the following conditions: (1) Completion of the approval, approval, filing, registration, and other procedures related to the transfer in accordance with laws and regulations; (2) The original equity holder's expression of intent regarding the transfer of ownership of the underlying assets is genuine, and the agreements related to the transfer of the underlying assets should be legal and valid; (3) The transfer of subsidiary interests of the underlying assets (if any) should be included; (4) In case of debt transfer, the legal procedures for debt transfer notification should be followed, notifying the debtor and the obligor of subsidiary interests (if any); (5) Reasonably determine the transfer price of the underlying assets based on the inquiry and pricing of the infrastructure fund to ensure the fairness of the transfer price; (6) Other conditions specified by the China Securities Regulatory Commission and the Exchange. Article 20 Related ancillary facilities and supporting facilities that are necessary for the functioning of the infrastructure project should ideally be included in the scope of assets as they are inseparable. If, for objective reasons, related ancillary facilities and supporting facilities are not included in the scope of assets, the related arrangements should not have a significant impact on the operational stability, cash flow, and valuation of the infrastructure project. The manager should disclose the reasons for not including them in the asset scope and the subsequent related arrangements, fully disclose the risks, and establish risk mitigation measures. Article 21 If there are shared assets between the project company and other parties, the shared asset situation should not affect the stable operation of the infrastructure project. The division of rights and responsibilities between the shared asset rights holder, other parties, and the project company should be clear. The manager should disclose the situation of shared assets and the reasons for sharing, the operating and management arrangements during the tenure of the infrastructure fund, etc., carefully evaluate the effect of shared asset situations on the stability, cash flow, and valuation of the project, fully disclose the risks, and establish risk mitigation measures. If shared assets are not included in the scope of assets, the manager should disclose the reasons and the impact on the stable operation of the infrastructure project, fully disclose the risks, and establish risk mitigation measures. Section 2 Operation and Financial Situation of the Project Article 22 The manager should disclose the following information about the industry and competition of the infrastructure projects: (1) Market environment, supply and demand situation, historical development, and future trends of the industry to which the project belongs, as well as factors favorable and unfavorable to the industry's development prospects; (2) The cyclical, regional, or seasonal characteristics of the industry (if any); (3) The unique operating modes of the industry, combined with the main business models and profit models adopted by the infrastructure project, to assess the main operating risks of the project in comparison with comparable projects. Article 23 The manager should ideally disclose the financial reports and audit reports of the infrastructure project for the last three years and one period. If it is objectively impossible to do so, the reasons should be fully explained, and the financial reports and audit reports for the last year and one period should be disclosed. If the financial reports and audit reports for the last year and one period cannot be provided, audited financial statements for the last year and one period based on past operating experience and reasonable assumptions should be provided. Article 24 The manager should disclose the operational situation of the infrastructure project during the reporting period, including various business revenues and their proportions, various cost expenditures and their proportions, related taxes and fees, operating net income, etc. If there are significant fluctuations in income or cost expenditure, the manager should explain the reasons for the fluctuations and their reasonableness, fully disclose the risks. If the infrastructure project mainly relies on lease income, the manager should conduct information disclosure and verification in accordance with the relevant provisions from Article 25 to Article 31 of this guideline; if the infrastructure project mainly relies on fee income, the manager should disclose and verify the information according to the relevant provisions from Article 32 to Article 33 of this guideline. Article 25 The manager should disclose the tenant situation of the infrastructure project, including the number of tenants, industry distribution and concentration of tenants, related-party tenants, lease contract terms and distribution of expiration dates, weighted average remaining lease term, rent-free period agreements (if any), average rent-free period length (if any), subsidies received, etc. If the infrastructure project has government tenants, the manager should disclose the differences in rent prices, payment arrangements, etc., between them and other tenants, and verify whether they comply with market principles. The manager should analyze the stability of the project operation based on relevant circumstances and make clear opinions. If there is a high concentration of tenants in a specific industry, the manager should disclose the development situation of the highly concentrated industry and fully disclose the risks. If there is a high concentration of expiration dates of lease contracts or short lease contract terms, the manager should disclose measures to ensure the stable operation of the project and fully disclose the risks. Article 26 If the infrastructure project has full lease arrangements, the manager should disclose relevant information about the full tenant according to the significant cash flow provider, as well as the commercial reasonableness and fair pricing of the full lease arrangement, fully disclose the risks, and establish risk mitigation measures. For projects that are subleased after being fully leased, the manager should transparently disclose the situation of the sub-tenants post-sublease, fully disclose the risks, and establish risk mitigation measures. Article 27 The manager should assess whether there are significantTenants changing leases, concentrated lease change risks are checked, risks are fully disclosed, and risk mitigation measures are put in place.The administrator shall disclose the clear lease adjustment plan of the infrastructure project, including the scope of adjustment, adjustment time, impact on project income, etc., and fully disclose the risks. Article 28 The administrator shall disclose the rental rate of the infrastructure project during the reporting period, including the year-end/end-of-period rental rate, annual weighted average rental rate, renewal rate (if any), time to liquidate after lease withdrawal of this project and comparable projects in the same area (if any), etc. If it is difficult to obtain the above indicators, other indicators should be disclosed along with their calculation methods. If there is a significant difference between the year-end/end-of-period rental rate and the annual weighted average rental rate, the administrator shall disclose the specific reasons. Article 29 The administrator shall disclose the end-of-period and end-of-period contract rental rates, effective rental rates, actual rental rates for newly signed contracts in the most recent period (if any), comparison with rental levels of comparable projects, rental growth rate, rental collection rate, rental payment settlement method for each period of the reporting period. If other indicators are disclosed, relevant calculation methods should also be disclosed. If there are significant changes in rental levels, rental growth rates, and rental collection rates during the reporting period, the administrator shall explain the reasons and provide a clear opinion on the reasonableness and sustainability of the changes. Article 30 The administrator and lawyers shall verify whether there are special clauses in the lease contracts as of the due diligence reference date, including restrictions on lease terms, subletting restrictions, pre-emptive purchase arrangements, early lease termination, rent discounts and exemptions, etc. If there are special clauses, the administrator shall disclose the impact of such clauses on project operations and disposal, fully disclose the risks, and establish risk mitigation measures. If restrictive clauses are set according to local industry policies, the administrator shall disclose the specific content of the relevant policy provisions. Article 31 Lease contracts related to infrastructure projects should comply with relevant registration and record-keeping management regulations. If registration and record-keeping are not carried out as required, the administrator shall explain the reasons, fully disclose the risks, and establish risk mitigation measures. Article 32 The administrator shall disclose the legal basis for obtaining the charging rights or operating rights of the infrastructure project, the charging standards, and the legal requirements or contract agreements regarding the operating period. Article 33 The administrator shall disclose the reductions or discounts in charges for the infrastructure project during the reporting period, including the policy situation of reductions or discounts, policy continuity, the proportion of the amount of reductions or discounts to income, and explain the impact of the reductions or discounts on historical cash flows. If it is expected that there will be reductions or discounts in charges for the infrastructure project during the duration of the infrastructure fund, the administrator should fully disclose the risks and establish risk mitigation measures. Article 34 If there are important cash flow providers for the infrastructure project, these providers should have good credit conditions, stable operations, and financial status. The administrator shall disclose the basic information of important cash flow providers, primary business situation, operating conditions, company ratings (if any), relationship with original equity providers and past business cooperation, historical rent payment situation (if any), and whether there have been any cases of being identified as dishonest by authoritative departments due to serious illegal acts, major tax violations, or involvement in financial serious dishonesty over the past three years. The administrator shall disclose the proportion of cash flows from important cash flow providers, lease area proportion (if any), related agreement terms, renewal arrangements (if any), rental collection rate (if any), customized services, etc., taking into account the substitutability of important cash flow providers, to explain the stability of the operation of the infrastructure project, fully disclose the risks, and establish risk mitigation measures. If the cash flow share of a single industry provider in the infrastructure project exceeds 50% or the leased area share (if any) exceeds 50%, the administrator shall disclose the development situation of that industry, fully disclose the risks, and establish risk mitigation measures. Article 35 The administrator shall disclose the main cost components of the infrastructure project during the reporting period, including labor costs, operational management costs, maintenance and renovation costs, capital expenditure (if any), sales costs (if any), depreciation and amortization, interest expenses (if any), maintenance costs (if any), related taxes and fees, etc., as well as the proportion and changes in various costs to operating income. Article 36 If the revenue source of the infrastructure project includes government subsidies, these subsidies should be provided according to industry-specific, regional policies rather than specific project-specific subsidies. The administrator shall disclose the basis of subsidy policies, forms of subsidies, standards, duration, amounts, proportion of subsidies to operating income, historical funding receipts, sustainability, stability, etc., to fully disclose the risks and establish risk mitigation measures. If tenant rents in the infrastructure project are related to government subsidies, the administrator should also disclose the rent prices of tenants receiving government subsidies, lease terms, leased area and its proportion, rental income and its proportion, lease stability, renewal rate, relationship between subsidies and rent payment (if any), continuous business operations of tenants, etc., and fully disclose the risks. Article 37 The administrator shall disclose the current tax policies applicable to the operation of the infrastructure project, as well as any related tax incentive policies (if any). If future changes in tax policies may lead to significant fluctuations in cash flow of the infrastructure project, the administrator should fully disclose the risks. Article 38 The administrator shall disclose the insurance situation of the infrastructure project, including types of insurance, insured amounts, insurance periods, etc. During the duration of the infrastructure fund, the insured amount should generally cover the assessed value of the infrastructure project. Article 39 The administrator shall disclose the situation of major original equity holders, their controlling shareholders, and the actual controlling persons holding other similar assets, comparing the regional distribution, profitability, etc., of the infrastructure project and other similar assets, to explain the main considerations for using this project as the asset of the infrastructure fund. The administrator shall disclose the situation of major original equity holders in the same region and other entities operating or under construction of similar infrastructure projects, including the proportion of cash flow, the proportion of lease area (if any), relevant agreement terms, renewal arrangements (if any), rental collection rate, customized services, etc., taking into account the substitutability of major cash flow providers, to explain the stability of infrastructure project operations, fully disclose the risks, and establish risk mitigation measures. If the cash flow share of a single industry provider in the infrastructure project exceeds 50% or the share of leased area (if any) exceeds 50%, the administrator shall disclose the situation of that industry's development, fully disclose the risks, and establish risk mitigation measures.Including the main operating entities, the main operating status of the project, and explaining the competitive relationship between similar projects and this infrastructure project, as well as the adequate and appropriate measures to reduce conflicts of interest that will be taken, and fully disclose risks.Article 40 The administrator shall disclose the related party transactions of infrastructure projects during the reporting period, including whether the pricing basis is adequate, whether the pricing is fair, whether there are significant differences with market trading prices or prices of independent third parties, the proportion of cash flow from related parties in the infrastructure project, and whether it affects the market-based operation of the infrastructure project. If a related party is a significant provider of cash flow, the administrator shall disclose specific measures to ensure the stability of cash flow, taking into account factors such as the term and renewal arrangements of relevant agreements, price adjustments, customized services, and exclusive cooperation relationships. If related party transactions continue during the existence of the infrastructure fund, the administrator shall explain the necessity and potential risks of related party transactions, fully disclose the risks, and implement risk mitigation measures. Article 41 The administrator shall disclose the accounting policies and accounting estimation methods adopted by the infrastructure project company during the reporting period, including the measurement model of investment properties (if any), depreciation and amortization methods for assets such as toll roads (if any). In the event of changes in accounting policies or accounting estimates during the reporting period, the reasons and rationality of such changes should be explained, as well as the impact of different accounting policies or accounting estimation methods on the financial data of the infrastructure project. Article 42 If there is a significant fluctuation in the revenue of the infrastructure project due to force majeure or industrial policies during the reporting period, the administrator may extend the disclosure period of historical operating data. Section III Asset Valuation Article 43 Evaluation agencies and other agencies hired by the administrator (if any) shall reasonably determine valuation parameters based on full consideration of market conditions and the characteristics of the infrastructure project, and make cautious forecasts of the valuation value of the infrastructure project. The administrator shall carefully review the evaluation methods, parameter selection, basis for determining the evaluation value, and rationality thereof, make independent judgments and professional analyses on the selection of evaluation parameters and evaluation methods, and issue clear opinions. Article 44 Evaluation agencies should generally use the income approach as the main valuation method for infrastructure projects, and disclose evaluation assumptions, evaluation process, evaluation value, and important parameters affecting the evaluation results in evaluation reports and accompanying documents, such as: (1) Remaining period of land use rights or operation rights; (2) Useful life of major fixed assets; (3) Operating income; (4) Operating costs; (5) Operating net income; (6) Capital expenditures; (7) Discount rate; (8) Other important parameters that should be disclosed. Evaluation agencies should explain the basis for selecting discount rates and the logic of calculation, taking into account economic indicators of the project city and region, industry revenue risk characteristics, project characteristics, project company capital structure, etc. Evaluation agencies should make independent judgments on the selection of evaluation parameters, not fully rely on third-party opinions, fully explain the basis and rationality for forecasting key parameters, conduct sensitivity analysis on important evaluation parameters, and conduct stress tests on adverse scenarios. Article 45 The administrator shall disclose the evaluation of infrastructure projects, including evaluation assumptions, evaluation methods, evaluation process, basis for setting evaluation parameters, evaluation value, and differences between book value and evaluation value, internal rate of return (IRR) or capitalization rate (Cap Rate) during the existence period. The administrator and financial advisors (if any) should give clear opinions on the reasonableness of income, cost, and discount rate valuation parameters, based on historical operating conditions of infrastructure projects, income and cost situations, customer analysis, analysis of existing and planned competitive projects in the region for the next three years, industry development, economic development in the region, macroeconomic conditions, project company capital structure, comparable listed infrastructure funds of the same type, major asset restructuring and bulk transactions of listed companies in the same industry (if any), etc. Article 46 The administrator shall disclose the future capital expenditure arrangements and their reasonableness for infrastructure projects, as well as the impact of capital expenditures on the amount available for distribution during the existence period of the infrastructure fund, focusing on whether future major repair expenditures for infrastructure projects are consistent with historical levels (if any) and the project's operational life. Article 47 The administrator shall disclose the calculation report on the amount available for distribution of the fund reviewed by the accounting firm, with a calculation term not exceeding two years and not later than the last day of the second year, predicting and analyzing the net cash flow distribution rate for the next two years and its growth potential, explaining the basis and rationality of the setting of income, cost, expenditure forecasting parameters and adjustments. The administrator should disclose the specific composition of the initial cash balance, and if the initial cash balance accounts for a high proportion of the amount available for distribution in the current period, the administrator should provide important reminders in the information disclosure document. The administrator should disclose the differences between the cash flow forecast results in the valuation report and the calculation report on the amount available for distribution of infrastructure projects. If the difference in cash flow between the valuation report and the amount available for distribution exceeds 5%, the administrator should explain the reasons for the difference and its rationality. Article 48 Evaluation agencies may refer to special reports issued by other organizations for this project, but they should independently assess the valuation parameters referenced, maintain reasonable trust and professional skepticism, and take necessary verification measures for verification. The responsibility of evaluation agencies for evaluation conclusions is not exempted by referring to reports from other organizations. Other organizations as referred to in the preceding paragraph should have the ability to carry out relevant forecasting business and have dedicated research staff, and their forecasting assumptions and bases should be reasonable, prudent, and in line with industry practices and business practices. Article 49 If there are significant changes in revenue or costs of infrastructure projects after the valuation date, or if there are events that may have a significant impact on the valuation value or cash flow, the administrator shall disclose the specific circumstances of such events and report them to the exchange in a timely manner. The administrator, in conjunction with relevant organizations, should assess whether to reissue valuation reports or calculation reports on the amount available for distribution, and if it is deemed unnecessary to reissue, the reasons should be fully explained. Chapter IV Establishment, Operation, and Termination of Funds Article 50The names of the infrastructure fund and infrastructure asset-backed securities should be standardized, concise, and clear, indicating the category and investment characteristics of the fund. They should not contain any content that harms national interests, public interests, deceives or misleads investors, or violates the legitimate rights and interests of others.Infrastructure funds should hold all shares of infrastructure asset-backed securities, and the asset-backed securities should hold all equity of the infrastructure project company. Infrastructure funds obtain full ownership or operational rights of infrastructure projects through asset-backed securities, project companies, and other carriers. Article 52 The manager shall reasonably determine the term of the infrastructure fund and the term of the infrastructure asset-backed securities. The terms of the infrastructure fund and the infrastructure asset-backed securities shall match the remaining term of the land use rights or operating rights of the infrastructure projects, and the remaining useful life of the main fixed assets. The term of the infrastructure fund shall not be shorter than the term of the infrastructure asset-backed securities. If the term of the infrastructure fund is extended, the fund manager shall disclose the arrangements and decision-making mechanism related to the term adjustment. Article 53 The fund manager shall specify profit distribution matters in the relevant legal documents of the infrastructure fund and fully disclose the risks of not distributing profits as required, which may lead to the termination of the fund listing, and make relevant information disclosure. The fund manager shall comprehensively consider factors such as the characteristics of the industry to which the infrastructure project belongs, the business model, and the existence of significant capital expenditure arrangements when reasonably formulating profit distribution plans for infrastructure funds, enhancing the stability, sustainability, and predictability of profit distribution. Encouragement will be given to eligible infrastructure funds to increase the frequency of profit distribution, enhance investor satisfaction, and increase investor confidence. Article 54 The fund manager shall clearly specify and disclose the delivery arrangement of the infrastructure project in the relevant legal documents of the infrastructure fund. In principle, costs and income related to the evaluation benchmark date to the delivery date shall belong to the infrastructure fund. If costs and income do not belong to the infrastructure fund, the fund manager shall explain the reasons and rationale in the documents related to the sale of the infrastructure fund. Article 55 The fund manager shall reasonably determine the strategic allocation ratio based on the fund size, the proportion of strategic allocation of original equity participants, and other factors. Article 56 The fund manager shall clearly specify in the relevant legal documents of the infrastructure fund the arrangements for managing liquidity after the fund product is listed to mitigate the risk of insufficient liquidity during the existence of the infrastructure fund. The fund manager shall adequately handle the risks of abnormal fluctuations in the secondary market and the lifting of sales restrictions, and set up risk prevention measures for abnormal fluctuations in the secondary market. Article 57 If there are external borrowing arrangements during the existence of the infrastructure fund, the manager shall verify and disclose the following items in the relevant legal documents of the infrastructure fund: 1) Type, amount, anticipated proportion of net assets of the fund, financing cost, use, credit enhancement method, necessity of external borrowing; 2) Repayment arrangements for external borrowing, the impact of external borrowing on the continuous stable operation of infrastructure projects and the distribution cash flow available for the infrastructure fund. Article 58 The fund manager shall have professional competence. An infrastructure fund shall be managed by at least two operational management fund managers and one investment management fund manager. If a fund manager also holds other positions, they shall meet the following conditions: 1) The fund manager shall have at least three listed infrastructure funds under management, and there shall be at least two eligible personnel for operational management fund manager positions of the same asset type; 2) A fund manager should not hold more than two positions at the same time and should have more than six months of infrastructure fund management experience. The fund manager shall carefully evaluate the arrangement of the fund manager's concurrent position, establish a sound internal control mechanism, assessment arrangement, relevant information disclosure, and internal supervision and auditing arrangement, and issue a special statement on whether the fund manager meets the concurrent requirements. Article 59 The manager shall specify in the fund contract, special plan prospectus, and other documents the specific composition, payment standards, and payment path of the expenses. The management fee, the special plan management fee, and financial advisory fee (if any) shall be reasonable, covering operating costs and not using obviously lower industry pricing levels or other unfair competition methods to solicit business. The management fee may include a basic management fee and a performance-based management fee, with the performance-based management fee linked to the performance of the infrastructure fund, reflecting effective incentives and constraints. Article 60 The fund manager shall briefly disclose the basic information of prospective project targets during the existence of the infrastructure fund, including project name, location, and operating conditions. Prospective project targets should generally be infrastructure projects held by original equity participants and their affiliates that meet the criteria. Article 61 The manager shall disclose in the relevant legal documents of the infrastructure fund the potential restrictions on the transfer of infrastructure projects that may occur during the existence of the infrastructure fund and during liquidation, fully disclosing risks and setting risk mitigation measures. Article 62 The fund manager shall disclose in the relevant legal documents of the infrastructure fund the asset transfer and disposal arrangements after the expiration of the infrastructure fund, in accordance with asset transfer agreements, relevant department regulations, etc., fully disclosing risks and setting risk mitigation measures. The fund manager shall evaluate the risks of the relevant assets or operating rights of the infrastructure projects being taken back by the competent authority. If there are related risks, the fund manager shall disclose related investor protection mechanisms, including payment conditions for repurchase funds, the relationship between repurchase fund and infrastructure project valuation, and their impact on investor returns. Article 63 The fund manager shall clearly specify in the fund contract the circumstances under which the fund contract terminates. If the fund contract terminates or involves the disposition of infrastructure projects, the fund manager shall disclose the trigger conditions, decision-making procedures, disposition methods and processes, and related information disclosure arrangements regarding the disposition of infrastructure projects.Starting with the quality and efficiency of the strategy, a hierarchical decision-making mechanism for important matters in the operation of infrastructure projects is clarified at different levels, including the project company, fund manager, daily institutions (if any), and fund shareholder meetings.Article 65 The fund manager shall disclose the rules of the fund unit holders' meeting, the rights and procedures for exercising by the fund unit holders, the convening, notification, decision-making mechanism, and information disclosure of the fund unit holders' meeting. Article 66 The fund manager shall clearly stipulate and disclose the arrangements and mechanisms for carrying out the operation and management responsibilities of infrastructure projects in accordance with relevant regulations. Article 67 If the fund manager entrusts external management institutions to operate and manage infrastructure projects, it shall comply with relevant regulations such as the "Infrastructure Fund Guidelines," sign operation and management agreements, clearly stipulate the specific service content, fee situation, dismissal and replacement conditions and procedures, performance evaluation arrangements of the external management institutions, and these contents should be clear, specific, and executable. External management institutions should have mature operation management experience related to infrastructure projects, good market positioning ability, revenue management ability, and operational cost control ability. They should establish appropriate operation management mechanisms to steadily improve asset revenue levels. Article 68 If the fund manager manages multiple similar types of infrastructure funds, it shall disclose mechanisms for preventing conflicts of interest in aspects such as the operation and management of similar projects, expansion arrangements, decision-making mechanisms, and fully disclose risks. If external management institutions provide management services for similar infrastructure projects to entities other than infrastructure funds, they should establish an independent entity or department responsible for the operation and management of that particular project and take sufficient and appropriate measures to mitigate the risk of conflicts of interest. The fund manager shall verify whether the relevant business competes with the project company, and provide clear opinions on the reasonableness, sufficiency, and feasibility of the measures taken to alleviate conflicts of interest. Article 69 Operation and management agreements shall clearly stipulate the composition, collection benchmark, calculation method, adjustment arrangement, payment entity, payment method, and payment frequency of operation management fees. The setting of operation management fees shall be reasonable, fair, and in line with trade practices. Operation management fees charged by external management institutions should include basic management fees and performance fees. Basic management fees can be determined based on historical operational costs of infrastructure projects to ensure stable operations. Performance fees should help improve the efficiency of infrastructure project operation management, strengthen asset maintenance and operation, and be based on performance growth to effectively reflect equivalent incentives and constraints. Article 70 The fund manager shall provide clear opinions on whether the external operation management mechanism can effectively achieve the incentive constraint objectives, taking into account the appointment, dismissal, and supervisory mechanisms of external management institutions, the setting of performance fees, and the performance evaluation and income distribution incentive mechanisms of the operations management team. Article 71 Fund managers should strengthen supervision of the performance of external management institutions, establish performance supervision-related institutional mechanisms, evaluate their performance and financial budget execution at least annually, to ensure diligent performance and active fulfillment of operational management responsibilities. If fund managers discover delays in information submission by external management institutions or insufficient mechanisms for managing insider information or related party transactions, they should report promptly to the local securities regulator and the exchange. Article 72 The cash flow return and distribution path of infrastructure projects should be clearly defined, and the manager should disclose account settings and transfer arrangements between various accounts from the generation of cash flow to the current distribution to the infrastructure fund. Bank accounts such as the project company's primary account and operational income and expenditure account should ideally be opened with the fund custodian. If opened at other commercial banks, the manager should provide sufficient explanations, strengthen account supervision, increase fund collection frequency, and prevent risks such as confusion and misappropriation of cash flow. Article 73 The fund manager and external management institutions (if any) should establish mechanisms for timely response and disclosure of emergency events. After an emergency event occurs, the fund manager and external management institutions (if any) shall promptly disclose the situation of the emergency event, its impact on the stability of infrastructure project operations, follow-up measures, manage investor relations, and take necessary measures such as issuing interim announcements or holding information sessions to prevent and resolve any related negative impacts. Chapter 6 Supplementary Provisions Article 74 If the original equity holder, controlling shareholder, actual controller, or related parties, managers, custodians, accounting firms, law firms, financial consultants (if any), asset valuation agencies, external management institutions (if any), and other relevant entities or individuals violate the provisions of this guideline or their commitments, the exchange shall take self-disciplinary measures or disciplinary actions against them in accordance with relevant regulations. Article 75 If the evaluation agency and the manager fail to diligently fulfill their respective responsibilities, resulting in significant deviations between the actual and forecasted values of infrastructure projects during the existence of infrastructure funds, or significant asset impairments, the exchange may take self-disciplinary measures or disciplinary actions against them according to the seriousness of the situation. If there are suspicions of illegal activities, the exchange will report to the China Securities Regulatory Commission and other regulatory authorities for investigation. Article 76 If new infrastructure projects are acquired during the existence of the infrastructure fund, the manager shall submit fund product change applications and infrastructure asset-backed securities-related applications to the exchange in accordance with this guideline. Article 77 The following terms in this guideline shall mean: (1) Significant cash flow provider refers to a single cash flow provider and their related parties whose combined cash flow provided exceeds 10% of the total cash flow of the infrastructure project in a complete natural year before the due diligence reference date. (2) Primary original equity holder refers to the original equity holder who exercised or decided on the operational management authority of the infrastructure project before transferring ownership to the infrastructure fund. (3) Year-end/quarter-end occupancy rate refers to the ratio of actual leased area (based on the lease start date) to the available lease area at the end of each year/quarter in the reporting period. (4) Annual weighted average occupancy rate refers to the ratio of effective lease area to the available lease area in each year of the reporting period.Weighted average ratio of area;(5) Year-end and period-end effective rental unit price refers to the rental amount per unit area and per unit lease term that has been amortized for lease discounts and incentives at the end of each year and period during the reporting period; (6) Weighted average remaining lease term refers to the sum of (remaining lease days x leasing area) / leased area of the project or the sum of (remaining lease days x current lease amount) / total rental income of the project; (7) Project rent-to-sales ratio refers to the proportion of various types of rental income, property management fees, and fixed promotion fees in infrastructure projects to total sales; (8) Monthly rental efficiency refers to the ratio of annual average monthly rental income to rentable area; (9) Monthly sales efficiency refers to the ratio of annual average monthly total sales of goods to rentable area. Article 78: This guidance shall be interpreted by the Exchange. Article 79: Matters not covered in this guidance shall be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the business rules of the Exchange. Article 80: This guidance shall come into effect from the date of issuance. The "Shanghai Stock Exchange Public Offering Infrastructure Securities Investment Fund (REITs) Rules Applicable Guidance No. 4 - Affordable Rental Housing (Trial)" issued by the Exchange on July 15, 2022 (Shangzhengfa [2022] No. 109), and the "Shanghai Stock Exchange Public Offering Infrastructure Securities Investment Fund (REITs) Rules Applicable Guidance No. 1 - Audit Focus Areas (Trial) (2023 Revision)" issued by the Exchange on May 12, 2023 (Shangzhengfa [2023] No. 81) are simultaneously repealed. Number 1 - Industrial Park When the Fund Manager applies to the Exchange for the review of the listing of the Industrial Park Infrastructure Fund and the Asset Support Securities Manager applies to the Exchange for the confirmation of the conditions for listing the asset-supported securities of the Industrial Park infrastructure, the provisions of this Annex shall apply. When applying this Annex, the various provisions of this guidance should also be followed. Section 1 Basic Information of Infrastructure Projects Article 1: The Manager shall disclose the operating and financial situation of the industrial park infrastructure project in accordance with the provisions of Chapter 2 of Section 3 of this guidance, and disclose the following basic information: (1) Asset scope, including the real estate ownership of the relevant buildings in the industrial park infrastructure project and the land use rights within the project scope, shared assets (if any), etc.; (2) Park type and positioning, start-up time, operational mode, customization arrangements, etc.; (3) Building area and rentable or operational area, floor area, completion time, etc. if there is a significant difference between the rentable or operational area and the building area, the reasons and rationale for the difference should also be disclosed; (4) The situation of similar properties in the regional planning, planned, under construction, planned opening, and already opened projects, as well as their impact on the industrial park infrastructure project; (5) Other information that has a significant impact on investment decision-making. Article 2: In principle, the assets of the industrial park infrastructure project should include all the individual buildings as a whole. In cases where not all assets are included in the asset scope, the following conditions should be met: (1) Part of the assets included in the asset scope should have independent real estate ownership certificates; (2) The portion of assets not included in the asset scope should not exceed 30% of the area of the individual building, with a maximum of 50%; (3) The project company should obtain a letter of consent from the individual building owners in a proportion consistent with relevant laws and regulations on matters such as future property operation and maintenance, to ensure that the project company has decision-making power in areas such as public space renovation, public facilities maintenance, and project upgrade. The Manager should verify the above matters and express a clear opinion on whether the arrangement of including part of the individual building in the asset scope affects the stable operation of the project, fully disclosing the risks and setting up risk mitigation measures. Article 3: In cases where individual buildings are sold to entities other than the original equity holders and their affiliates, the inclusion of such individual buildings in the asset scope of the industrial park infrastructure project should meet the following conditions: (1) The original equity holders or their controlling shareholders should have regional and competitive advantages; (2) The project occupancy rate should remain stable in the long term; (3) Public spaces and facilities of individual buildings should be open to all owners. If an external management institution operates and manages the assets of the industrial park infrastructure project and sells a portion of the real estate within the project asset scope, the external management institution should take effective measures to treat the project assets and assets sold externally fairly. Article 4: If the underlying assets of the industrial park infrastructure project include hotels and supporting commercial properties in individual buildings that are physically indivisible and are owned by the same original equity holders or their affiliates, and they account for no more than 30% of the area of the individual building, they can be included in the project asset scope. Hotels and supporting commercial properties included in the asset scope of the industrial park infrastructure project should comply with the general provisions of Chapter 3 of this guidance on infrastructure projects. Article 5: The land use rights of the industrial park infrastructure project should be acquired through means such as bidding and should comply with the relevant laws and regulations on land management. Section 2 Operation and Financial Situation of Infrastructure Projects Article 6: The Manager should disclose the industry distribution of tenants in the industrial park infrastructure project, and the industries to which important cash flow providers belong should generally match the park's planning. If they do not match, the Manager should disclose the following information based on relevant industry policy documents, opinions of competent authorities, etc.: (1) The reasons why the industries of important cash flow providers do not match the park's planning and whether they comply with relevant laws, regulations, and policy documents; (2) The income and leasing area proportions of tenants whose industries do not match the park's planning; (3) The impact on the legality and compliance of the operation of the industrial park infrastructure project, the sustainability of related tax incentives (if any), etc., fully disclose the risks, and set up risk mitigation measures. Article 7: The original equity holders should clarify whether there are investment agreements and other relevant legal documents related to the operation of the industrial park infrastructure project, and whether they contain requirements regarding investment intensity, output intensity, and taxation. Constraints such as intensity of economic indicators and related commitments, as well as default liability.Management should conduct a review of economic indicators constraints, related commitments, and default responsibilities, and issue clear opinions. If there are economic indicators constraints and related commitments, the management should disclose potential default risks and establish risk mitigation measures. Article 8 If the infrastructure projects in industrial parks involve the operation mode of an incubator, the management should disclose the business model, operating situation, operational management arrangements, industrial clusters supported by the incubator, and empowerment conditions (if any), conduct a review of the cash flow stability of the incubator's operating mode, and issue clear opinions. Article 9 If the infrastructure projects in industrial parks are built according to the customized needs of tenants, the management should carefully assess the impact of tenant turnover on project operation, vacancy rate, large expenses, etc., fully disclose risks, and establish risk mitigation measures. Article 10 If the infrastructure projects in industrial parks have arrangements such as rent-free periods, rent discounts, etc., the management should disclose the specific content and execution methods of the arrangements and disclose the actual rent levels separately, explaining the differences between the contract rent levels and actual rent levels. If there are long rent-free period arrangements, the management should also explain the reasons and rationale and fully disclose the risks. Section 3 Asset Valuation Article 11 The valuation agency should consider the impact of internal and external factors such as the basic situation and historical operation of the infrastructure projects in industrial parks, the development of tenant industries, comparable projects in the surrounding area, project competitiveness, asset operation and management capabilities, and external macro environment on project valuation, reasonably determine key valuation parameters such as income years, rent unit price, rental growth rate, leasing rate, rent collection rate, discount rate, cost and expenses, and carefully conduct project valuations as required by the following: (1) The value of income years should fully consider whether there is a significant adjustment in the overall regional planning, as well as the project's construction design functionality, service life, land use term, etc.; (2) The values of leasing rate and rental collection rate parameters should fully consider factors such as the development of tenant industries, existing lease contract terms and expiration date distribution, historical year-end and end-of-period leasing rates, historical weighted average leasing rate, tenant structure, renewal rate, historical rent collection rate, time after lease termination, comparable projects in the region, market supply and demand situation of similar assets in the same region, etc.; (3) The values of rent unit price and rental growth rate parameters should fully consider factors such as the macroeconomic development of the city and region where the project is located, regional economic development, project positioning, supporting facilities, preferential policies set in the lease, effective rent unit price at the end of the year and period, tenant structure, comparable project rental levels, regional rental policies (if any), market supply and demand situation of similar assets in the same region, etc. If the valuation agency uses market prices to forecast the rent level of infrastructure projects in industrial parks outside the lease term, it should fully consider factors such as the effective rent unit price at the end of the year and period, the difference in leasing rate compared to surrounding comparable projects, etc.; (4) Income, costs, expenses, capital expenditures, and other parameters should be selected by fully considering the project's operation time, leasing mode, property management mode, industry characteristics, historical income, income ratios and growth rates, historical costs and expenses, cost and expense ratios and growth rates, historical major maintenance expenses and capital expenditures, etc.; (5) The values of discount rate parameters should comply with the provisions of the second paragraph of Article 44 of this guideline. The valuation agency should explain the reasonableness of the selection of comparable projects based on the average vacancy rate and rent levels in the surrounding area of industrial parks. Article 12 The management and financial advisor (if any) should disclose the evaluation of infrastructure projects in industrial parks according to the provisions of Article 45 of this guideline, issue clear opinions on the reasonableness of the valuation parameters according to Article 11 of this appendix, and independently review the selection of valuation parameters and methods, and issue clear opinions on the reasonableness of the valuation results. Section 4 Operational Management Arrangement Article 13 The fund manager should establish a hierarchical decision-making mechanism for important matters related to the operation of infrastructure projects in industrial parks based on the characteristics of the operation model, including park planning, rent adjustments, rent-free arrangements, rent discounts, tenant structure adjustments, signing of related party agreements, property management, operation cost adjustments, personnel adjustments, and emergency response arrangements. Article 14 The fund manager should disclose the historical situation of external management agencies in managing industrial park projects, staffing, future management plans, etc., and fully explain the management capabilities of external management agencies. Article 15 If there is competition in the same industry among external management agencies, the fund manager should establish constraints on external management agencies through operational management agreements to prevent industry competition and conflicts of interest, and protect the legal rights and interests of investors. The fund manager may agree that the infrastructure projects in industrial parks have priority leasing rights. If there are priority leasing rights, the operational management agreement should stipulate compensation arrangements for damage to priority leasing rights and other remedies. Number two - toll roads The fund manager's application to the exchange for the review of the listing of toll road infrastructure funds, and the confirmation of the listing conditions of toll road infrastructure asset support securities manager to the exchange, shall be subject to the provisions of this appendix. When applying this appendix, all provisions of the main text of this guideline should also be followed. Section 1 Basic Information of Infrastructure Projects Article 1 The management should disclose the operation and financial situation of toll road infrastructure projects in accordance with the provisions of Chapter 2, Section 3 of this guideline, and disclose the following basic information: (1) Project basic information, including project name, location, asset scope, start and end of operation, operation model, etc.; (2) Regional development situation, including regional economic growth level, permanent population growth rate, motor vehicle ownership and growth rate, impact on road connectivity.The industrial economic situation of the production capacity.3. Road network conditions, including highway transportation volume, road competition, regional traffic planning, etc.; 4. Highway design and functional positioning, including the main functional positioning of toll roads, technical levels, design speeds, design service levels, number of lanes, etc.; 5. Other significant information that affects investment decisions. Article 2 The manager shall disclose the scope of assets of toll road infrastructure projects, including toll road concession rights and assets necessary for the normal operation of toll road infrastructure projects belonging to the original rights holders and their affiliates. The related assets referred to in the preceding paragraph shall include the land use rights of toll roads, and should, in principle, include the real estate ownership of toll collection stations, advertising rights, service areas, and other related ancillary facilities ownership necessary for the independent and stable operation of toll roads. If service areas and other related assets were not included in the asset scope for objective reasons, the manager shall disclose the reasons, fully disclose the risks, and take risk mitigation measures to ensure the stable operation of toll road infrastructure projects. Article 3 The manager and lawyer shall verify whether the transfer of toll road infrastructure projects complies with the relevant legal regulations, policy documents, and operating rights agreements as required by the Toll Road Management Regulations. Article 4 If there have been expansions or changes in the nature of toll road infrastructure projects, such as turning government repayment roads into commercial roads, the manager shall disclose the background of the expansion or nature change of toll road infrastructure projects and the approval procedures followed. The manager and lawyer shall express clear opinions on the legality and compliance of toll road expansions and nature changes and the manager shall fully disclose possible legal risks and establish risk mitigation measures. Article 5 The manager shall verify the latest technical status assessment report for roads, bridges, tunnels, and traffic safety facilities of toll road infrastructure projects, fully disclose potential quality issues of project foundations, road surfaces, bridges, tunnels, etc., and set up risk mitigation measures. The main original rights holders shall commit to providing the manager with quality and safety-related information that is true, accurate, and complete, with no false records, misleading statements, or major omissions. Section 2 Operation and Financial Situation of Infrastructure Projects Article 6 The manager shall disclose the operation of toll road infrastructure projects during the reporting period, including the distribution of vehicle types, traffic flow, toll standards, toll revenue, other business income, toll exemptions, operating costs, etc. In case of significant fluctuations in operating income or costs, the manager shall disclose the reasons for the changes. Article 7 The manager shall disclose the traffic flow of toll roads during the reporting period, including traffic flow at sections, types of vehicles, standard traffic flow, natural traffic flow, as well as annual section traffic flow growth rates and compound growth rates. If the concession rights of toll road infrastructure projects are expiring by section, the manager shall disclose the above information by section. The manager shall disclose the differences between actual traffic flow and project feasibility study report data in terms of predicted traffic flow. If the annual actual traffic flow differs from the predicted data by more than 5%, the reasons for such differences and their validity shall be explained. Article 8 The manager shall disclose the following toll fee income of toll road infrastructure projects during the reporting period: (1) Toll fee standards, toll income per kilometer, annual toll income growth; (2) Income structure, including monthly average income, income from various sections, etc.; (3) Proportions of various payment methods, including cash, electronic toll collection system (ETC), mobile payment, etc. The toll fees or charges of toll road infrastructure projects shall comply with the provisions of the competent authorities and relevant contracts. In case of differential toll standards based on sections, vehicle types, time periods, entry and exit points, directions, payment methods, etc., the manager shall disclose the impact of differential tolls on historical cash flows. If the annual toll income growth rate differs from the traffic flow growth rate by more than 5%, the manager shall explain the reasons for the differences and their validity. Article 9 The manager shall disclose the impact of competitive transportation facilities such as other toll roads, railways, national, provincial, and county highways on the operation of toll road infrastructure projects, and fully disclose risks. Section 3 Asset Evaluation Article 10 The evaluation institution and traffic flow forecasting agency (if any) shall reasonably determine elasticity coefficients, induced traffic volume, diverted traffic volume, etc., and prudently predict traffic flow growth rates based on factors such as the historical operation time of toll road infrastructure projects, historical operating income, location, regional economic growth, future road network planning, growth rate of motor vehicle ownership, compatibility of industrial economic development with freight trucks, service level grades, construction of future competitive projects, toll exemption policies, differential tolls, etc. Article 11 The evaluation institution shall prudently predict various cost expenditures based on factors such as the historical operation time of toll road infrastructure projects, historical cost expenditures, major repair arrangements, capacity expansion and renovation, maintenance arrangements, comparable projects in the industry, etc. Article 12 The manager and financial advisor (if any) shall disclose the evaluation of toll road infrastructure projects in accordance with the provisions of Article 45 of this Guideline, and explain the reasonableness of the valuation parameters as follows: (1) Based on the historical operation of the project, single-kilometer income of listed companies in the same industry and already listed regional road assets, cost ratios of various cost expenditures to operating income, project positioning, proportion of freight and passenger vehicles, changing trends in the industrial structure of the main service area, etc., explain the reasonableness of the values of income, costs, and other relevant parameters; (2) Based on the project company's capital structure, similar asset bulk transactions (if any), mergers and acquisitions of listed companies in the same industry (if any), values of discount rates used by already listed infrastructure funds of the same type, etc., explain the reasonableness of discount rate values; (3) Based on the operating years of toll roads, maintenance expenditures, historical repair situations, capital expenditures, explain the reasonableness of expense parameters such as maintenance and major repair costs. The manager and financial advisor (if any) shall ensure that the information disclosed is accurate and complete to help investors make informed decisions.The selection of evaluation parameters and methods should be independently verified by combining the unit kilometer price (if any) and the valuation parameter selection of infrastructure funds already listed in the same category, major asset restructurings, and bulk transactions of listed companies in the same industry. A clear opinion should be given on the reasonableness of the evaluation results.The fourth session of operational management arrangements Article 13 The fund manager shall, based on the characteristics of the operational model of toll road infrastructure projects, clearly define the approval arrangements for important matters related to the operation of toll road infrastructure projects at each decision-making level in the hierarchical decision-making mechanism, including toll reduction, road maintenance, fund management, emergency response arrangements, etc. The hierarchical decision-making mechanism should be conducive to ensuring the safety and smoothness of road transportation. Article 14 The manager shall disclose the road operation management plan agreed in the operation and management agreement (if any) of the toll road infrastructure project, including fund closed-loop management, road maintenance, capacity expansion and renovation, major repair plans, expiration transfer, emergency response arrangements, etc. The maintenance quality, networked toll facilities, networked toll services, service area services, toll station services, and road passage services of toll roads should meet national and regional requirements in terms of management and technical indicators. The operational management plan arrangements should be conducive to improving operational efficiency, reducing operating costs, effectively enhancing road capacity and road transportation safety levels, and the operational capability of associated assets. Article 15 The manager shall disclose the future maintenance arrangements of the toll road infrastructure project, including the quality control system of road maintenance projects, the frequency of quality inspections, and the pre-budgeting procedures for maintenance expenditures. Article 16 The manager shall, based on the road conditions, traffic planning of the competent department, disclose the future major repair arrangements of the toll road infrastructure project, the provision for major repair costs, the expected expenditure, and the impact on the amount available for distribution during the fund's existence. Article 17 The manager shall, based on the proportion of actual traffic flow to the maximum traffic service volume, road service level, regional economic development, future traffic flow growth, operating period, future road network planning, etc., disclose whether there are arrangements in place for extending or improving road capacity through capacity expansion and renovation in the future for the toll road infrastructure project. If such circumstances exist, the manager shall disclose related plans, proposals, risk factors, investor protection measures, etc. Article 18 The manager shall disclose the fund's operating income and expenditure accounts, electronic toll collection system (ETC), mobile payment, cash collection accounts, and the situation of fund collection. If the project company needs to open a basic account or an operating income and expenditure account in a commercial bank other than the custodian due to factors such as toll collection network clearing settlement management, the manager shall disclose the arrangements for cash flow collection and transfer, as well as regular verification arrangements, to prevent risks such as commingling and misappropriation of funds. Article 3 - Rental housing The fund manager's application for the listing of rental housing infrastructure funds and the asset support securities manager's application for the confirmation of the listing conditions of rental housing infrastructure asset support securities shall be subject to the provisions of this appendix. When applying this appendix, the various provisions of the main text of this guide must also be complied with. Chapter 1 - Basic information of infrastructure projects Article 1 Rental housing in this appendix refers to affordable rental housing infrastructure projects in municipalities directly under the jurisdiction of the central government and cities with net population inflows (referred to as affordable rental housing), market-oriented rental housing infrastructure projects held by professional institutions, not subdivided for separate sale and used for long-term rental (referred to as market-oriented rental housing), and rental housing infrastructure projects specifically providing supporting services for enterprises in industrial parks, etc. The park referred to in this appendix refers to research platforms, industrial plants, entrepreneurial incubators, industrial accelerators, and industrial development service platforms located in free trade test zones, national new areas, national and provincial development zones, and strategic emerging industry clusters. Article 2 The manager shall disclose the operation and financial situation of the rental housing infrastructure project according to the provisions of Chapter 3, Section 2 of this guide, and disclose the following basic information: (1) Asset types and classification basis, asset types include affordable rental housing, market-oriented rental housing, and rental housing specifically providing supporting services for enterprises in industrial parks, etc. The classification shall be based on national and local policies, project positioning, construction standards, unit types, rental levels, tenant allocation or leasing objects, etc.; (2) Asset scope, including real estate ownership of rental housing and land use rights within the project scope, which may include supporting commercial facilities, parking lots, common assets, etc.; (3) Regional basic information, including core economic indicators related to the rental housing industry, regional population inflow, supply and demand situation of the regional rental housing market, local relevant policy regulations and main contents (if any), etc.; (4) Regional development situation, including project traffic accessibility, surrounding industrial conditions matching the tenant types, commercial facility operation status, public service facilities, surrounding rental housing price levels, and construction of allocated affordable housing, etc.; (5) Information on similar projects planned, under construction, planned to open and already open in the regional planning, and their impact on this project; (6) Other significant matters that have a major impact on investment decisions. Article 3 The manager shall disclose the land nature of the rental housing infrastructure project, the method of obtaining land use rights, the remaining term and its determination basis. Lawyers shall provide clear legal opinions on the legality and compliance of the method of obtaining land use rights for the rental housing infrastructure project. Article 4 If the rental housing infrastructure project involves the transformation of non-rental housing such as commercial housing, commercial office space, industrial space, etc., into rental housing, or if there is a discrepancy between the actual use of the project land and the land use planned in the construction planning documents, the land use stipulated in the paid land use agreement, the manager and the lawyer shall verify whether the actual use of the land complies with the relevant land planning and industry policy requirements of the competent department, and provide clear opinions. The manager shall fully disclose the risks arising from discrepancies between the actual use of the land and the planned use, and establish risk mitigation measures. If it involves supplementary or renegotiation of paid land use rights agreements, payment of land transfer fees, etc., it shall be completed before the registration of the infrastructure fund. Article 5 The transfer of rental housing infrastructure projects shall comply with the requirements of rentalRequirements related to laws, regulations and policy documents regarding housing rental.The project involves ensuring rental housing, as well as competitive self-owned, competitive co-owned rental housing, etc., the manager and lawyer should verify whether the project transfer complies with relevant regulations or agreements. Article 6 Rental housing infrastructure projects should operate for at least three years. If the operation is less than three years, the manager should verify whether the rental housing infrastructure project has generated a sustainable and stable cash flow, whether it has continuous operational capabilities, and can achieve long-term stable returns. Article 7 The manager should disclose the following basic information of rental housing infrastructure projects under different asset types: (1) For projects involving affordable rental housing, the manager should disclose the identification basis, and the manager and lawyers should explain whether the allocation or rental objects, building area, etc., comply with national and local policies where the project is located; (2) For projects involving market-oriented rental housing or affordable rental housing leased in a market-oriented manner, the manager should disclose the product positioning, original equity holders, industry background and status of the operating entity, leasing management capabilities, scale of properties under management, etc.; (3) For projects involving rental housing specifically for companies in the park, the manager should disclose the main tenant operations of the rental housing and the park's operations, including park rental conditions, concentration, completeness of residential supporting facilities, etc. Section 2 Operating and Financial Situation of Infrastructure Projects Article 8 The manager should disclose the operating conditions of rental housing infrastructure projects during the reporting period, including the operation mode, rental or allocation methods, rent management, lease management, and corresponding work processes, lump sum rent (if any), the percentage and area of rent income from corporate and individual tenants, corresponding contract rent unit price, rental business and non-rental business (if any), including commercial and parking operations. If there is a lottery or waiting list for allocation, relevant work frequencies and procedures, and the status of lottery or waiting list for intended tenants as of the due diligence basis date should be disclosed; (2) Revenue situation, including rent income, property management income, personalized value-added service income (if any), and other ancillary income and their proportions; if there is non-rental income, the manager should verify whether the related income level complies with industry transaction practices; (3) Composition of costs, including labor costs, operating management costs, maintenance costs, sales costs (if any), special maintenance fund for rental housing (if any), related taxes and expenses, as well as the proportion and variation of various costs in operating income; (4) Preferential policies, including tax benefits enjoyed by the project as well as preferential policies in water, electricity, gas, etc.; if changes in future preferential policies may cause significant fluctuations in cash flow, the manager should fully disclose the risks; (5) Other items such as government subsidies (if any) that have a significant impact on investment decisions. Article 9 If rental adjustments for rental housing infrastructure projects need to be reported or approved, the manager should disclose the rent adjustment procedures, frequency of rent adjustments during the reporting period, rent pricing requirements, etc. Article 10 The manager should fully analyze the competitiveness of the project based on the development of rental housing in the project area, the allocation or leasing objects, unit area, rent levels, supporting facilities, etc. Section 3 Asset Evaluation Article 11 The evaluation agency should carefully evaluate the project based on the fundamental information and historical operation of rental housing infrastructure projects, fully considering the impact of macroeconomic conditions, project competitiveness, asset operation management capabilities, and other internal and external factors, reasonably determining core valuation parameters such as profit period, rental rate, rent level, rent growth rate, rent collection rate, costs, expenses, discount rates, capital expenditures, etc., as per the following requirements: (1) The value of the profit period parameter should fully consider factors such as rental housing policies, land nature, building design functional period, etc.; (2) The value of the rental rate parameter should fully consider factors such as the economic development of the city where the rental housing infrastructure project is located, net population inflow in the region, existing lease contract periods and expiration time distribution, historical year-end and end-of-year rental rates, historical weighted average rental rates, tenant structure, renewal rate, time to dispose after tenant departure, comparable project rental rates in the same region, supply and demand situation in the same region, project competitiveness, etc.; the evaluation agency should analyze the differences in rental rates of various assets in the rental housing infrastructure project, and make specific analysis of the assessment logic, parameter setting principles, etc.; (3) The value of the rental unit price and rent growth rate parameters should fully consider factors such as the economic development of the city and region where the rental housing infrastructure project is located, resident consumption level, project location, supporting facilities, unit type, historical year-end and end-of-year effective rental unit price levels, comparable rental levels in the same region, tenant structure, operating costs, regional rental policies (if any), supply and demand situation of similar assets in the same region, project competitiveness, etc.; (4) The values of parameters such as labor costs, marketing expenses, property management expenses, vacancy management expenses, etc., should fully consider factors such as operation time of the project, historical cost expenditures, maintenance arrangements, leasing models, property management models, industry characteristics, etc.; (5) The discount rate parameter value should comply with the provisions of Article 44, paragraph 2 of this guide; (6) The selection of capital expenditure parameters should fully consider factors such as historical capital expenditures, current status of buildings and equipment, upgrade arrangements, industry characteristics, etc. The evaluation agency should explain the rationality of selecting comparable projects based on the location, positioning, and operating leasing model of surrounding comparable projects. Article 12 For rental housing infrastructure projects with less than three years of operation, the evaluation agency should explain the rationality of parameter values based on the actual situation of the project and the operating situation of similar comparable projects held by the main original equity owners and their related parties. Article 13 The manager and financial advisor (if any) should disclose the evaluation situation of the rental housing infrastructure project according to the provisions of Article 45 of this guide, express clear opinions on the rationality of valuation parameter values according to the requirements of Article 11 of this attachment, and combine with.Review the selection of valuation parameters and valuation methods, including unit area price, capitalization rate for the first full accounting year, as well as the choice of valuation parameters for listed infrastructure funds of similar types, major asset restructuring, and bulk transactions of listed companies in the same industry (if applicable). Provide an independent review and express clear opinions on the reasonableness of the evaluation results.The fourth section of operational management arrangements Article 14 The fund manager should clarify the approval authority of each decision-making level in the hierarchical decision-making mechanism for important matters related to the operation of leased housing infrastructure projects, including rent adjustments, rent-free arrangements, rent concessions, property management delegation, tenant structure adjustments, operating cost adjustments, personnel adjustments, emergency response arrangements, etc., based on the characteristics of the operation model of the leased housing infrastructure projects. Article 15 If the fund manager entrusts an external management organization to operate the leased housing infrastructure project, the fund manager should disclose the external management organization's operational management capabilities in the field, including experience in operating managed housing projects, performance of similar projects, corporate governance, financial situation, industry competitive advantages, etc., to ensure that they have the ability to perform their duties well. The fund manager should disclose the operational strategy, including market positioning, revenue management, and cost control. Number 4 - Warehousing Logistics The fund manager should follow the provisions of this appendix when applying to the Exchange for the listing approval of the warehousing logistics infrastructure fund and when the asset-backed securities manager applies to the Exchange for confirmation of the listing conditions of the warehousing logistics infrastructure asset-backed securities. When applying this appendix, all provisions of the main text of this guideline should also be complied with. Section 1 Basic Information of Infrastructure Projects Article 1 The manager should disclose the operation and financial situation of the warehousing logistics infrastructure project in accordance with the provisions of Chapter 2, Section 3 of these guidelines and disclose the following basic information: (1) Basic project information, including project name, location, building structure, operation period, etc.; (2) Asset range, including real estate ownership of warehousing logistics-related buildings and land use rights within the project scope, supporting service facilities (if any), shared assets (if any); (3) Location information, including location, traffic, business radiation range, regional rental changes, market supply and demand, etc.; (4) Facility types, including high-standard warehouses, non-high-standard warehouses, or other types; for non-high-standard warehouses, the main industry of existing and potential tenants, future development, and their impact on project operation stability should be explained; (5) Main use, including general warehousing, special warehousing, etc.; (6) Operating model, including self-operated model, third-party logistics model, etc.; (7) Information on planned, under construction, planned opening, and operating competitive projects in the area where the project is located, and their impact on the project; (8) Other information that significantly affects investment decisions. Article 2 If the main use of the warehousing logistics infrastructure project is special warehousing related to dangerous goods, cold chain, pharmaceuticals, or import and export bonded warehousing, the manager should disclose the main tenant situation, industry development of the tenants, project customization arrangements, and explain the impact of the above on the operational stability of the warehousing logistics infrastructure project. The manager and lawyer should verify the legality and validity of the operational qualifications involved in the project, and the manager should disclose the validity period of the operational qualifications and their extension arrangements during the existence of the infrastructure fund (if any). Article 3 The land use rights of warehousing logistics infrastructure projects should be acquired through methods such as auctioning, and the land nature should comply with relevant land management regulations. Article 4 If the land use involved in the warehousing logistics infrastructure project is industrial land that is not used for logistics warehousing, or if there are inconsistencies between the actual land use of the project and the land use stated in the construction planning documents or land use rights transfer contracts, the manager and lawyer should verify whether the actual land use complies with the requirements of relevant land planning and industry policies of the competent authorities. The manager should fully disclose the risks arising from the inconsistency between actual use and planned use and establish risk mitigation measures. Article 5 The manager should disclose the level of intelligence of the warehousing logistics infrastructure project, including the investment in intelligence and its proportion to the total investment, as well as the automation, informatization, and intelligence level of logistics processes such as input and output, storage, transportation, production, and sorting, and explain the future update and renovation arrangements of the warehousing logistics infrastructure project (if any) and their impact on the project's operational stability. The intelligence investment referred to in the preceding paragraph includes the cumulative investment in comprehensive information service platforms, information software and equipment, intelligent logistics equipment and technology, etc., for warehousing logistics infrastructure projects. Section 2 Operation and Financial Situation of Infrastructure Projects Article 6 The manager should disclose the operational situation of the warehousing logistics infrastructure project during the reporting period, including operating models, tenant situation, occupancy rate, rental unit price, lease term, rent collection rate, network layout (if any), income and cost composition, economic indicators constraints, etc. Article 7 The manager should disclose the main types of services provided by the warehousing logistics infrastructure project, including storage, custody, and transfer. If the original equity holders and their related parties are engaged in related business such as processing, assembly, packaging, sorting, distribution, logistics insurance, financing, information analysis, and product customs declaration related to the warehousing logistics infrastructure project, the manager should explain the business operations of the original equity holders and their related parties and the impact on the operational stability of the warehousing logistics infrastructure project. If the related business is highly relevant to the operation of the warehousing logistics infrastructure project, the manager should verify the qualification requirements, qualification acquisition status, contract terms, etc., related to the operation of the business, disclose risks, and establish risk mitigation measures. Article 8 If the warehousing logistics infrastructure project is self-built logistics for the retail industry, or mainly serves the related parties of the original equity holders, the manager should disclose the layout arrangement of the original equity holders and their related parties in a certain area, the importance of the project in the layout arrangement, and combined with the agreement period, fairness of the rent price, substitutability of tenants, etc., conduct a review and express a clear opinion on whether the warehousing logistics infrastructure project can continue to operate stably. Article 9 The manager should disclose the income composition of the warehousing logistics infrastructure project during the reporting period and the corresponding tax rate for each income item. If the proportion of non-rental income such as management fees is high, the manager should disclose the circumstances, verify the operational stability of such income in combination with the qualifications required for related business operations, qualification acquisition status, and related contract terms, fully disclose risks, and establish risk mitigation measures.Please provide details of non-rental income and explain the reasonableness of the related income.Article 10 The original equity holder shall explain whether there are constraints on economic indicators such as investment intensity, output intensity, and tax intensity related to the operation of the storage and logistics infrastructure project in the investment agreements and other related legal documents, as well as related commitments and default liabilities. The manager shall verify the constraints, commitments, and default liabilities of the economic indicators and express clear opinions. In case of constraints on economic indicators and related commitments, the manager shall disclose possible default risks and establish risk mitigation measures. Section 3 Asset Valuation Article 11 The valuation agency shall fully consider the impact of internal and external factors such as macroeconomic conditions, project competitiveness, and asset management capabilities on project valuation, based on the basic situation and historical operation of the storage and logistics infrastructure project, reasonably determine core valuation parameters such as occupancy rate, rental level, rental growth rate, costs and expenses, discount rate, etc., and conduct project valuation prudently as required as follows: (1) When selecting the income period parameter, consideration should be given to whether there are major adjustments in the overall regional planning, as well as the impact of factors such as the project's building design, functional service life, and land use rights period. (2) When selecting the occupancy rate parameters, factors such as the existing lease contract term and expiration time distribution of the storage and logistics infrastructure project, historical year-end and quarter-end occupancy rates, historical annual weighted average occupancy rates, tenant structure, renewal rate, disposal time after vacancy, regional comparable project occupancy rates, and market supply and demand conditions for similar assets in the same region should be fully considered. (3) When selecting parameters for rental unit price and rental growth rate, consideration should be given to factors such as the macroeconomic development of the city and region where the project is located, project location, warehouse type, supporting facilities, historical year-end and quarter-end effective rental unit price levels, tenant structure, regional comparable project rental levels, operating costs, regional rental policies (if any), market supply and demand for similar assets in the same region, and project competitiveness. If the valuation agency uses market prices to forecast rental levels outside the lease period of the storage and logistics infrastructure project, considerations should be given to the differences between year-end and quarter-end effective rental unit prices, occupancy rates, and surrounding comparable projects. (4) When selecting parameters for labor costs, marketing expenses, property management fees, vacancy management fees, etc., factors such as project operating time, historical cost expenditures, maintenance arrangements, leasing models, property management models, industry characteristics, etc., should be fully considered. (5) The selection of discount rate parameters shall comply with Article 44, Paragraph 2 of this Guideline. (6) When selecting parameters for capital expenditures, consideration should be given to factors such as historical capital expenditures, current status of buildings and equipment, renovation and upgrade arrangements, industry characteristics, etc. The valuation agency shall explain the reasonableness of selecting comparable projects in terms of location, positioning, operating model, average vacancy rate, rental levels, etc. Article 12 The manager and financial advisor (if any) shall disclose the evaluation of the storage and logistics infrastructure project in accordance with Article 45 of this Guideline, express clear opinions on the reasonableness of valuation parameter values as required in Article 11 of this Appendix, and independently verify the selection of evaluation parameters and methods, and express clear opinions on the reasonableness of the evaluation results. Section 4 Operational Management Arrangements Article 13 The fund manager shall establish a hierarchical decision-making mechanism for the operation of the storage and logistics infrastructure project, clearly defining the approval authority of each decision-making level for important matters related to the operation of the project, including rent adjustments, rent exemptions, rent discounts, tenant structure adjustments, major renovations, signing of related party agreements, property management delegation, operation cost adjustments, staff adjustments, emergency response arrangements, etc. Article 14 The manager shall disclose the operational management capabilities of external management institutions, including operational management experience, cooperative clients, quality of potential customer resources, etc. If external management institutions have reserved future tenants for the storage and logistics infrastructure project in written form such as letters, correspondence, emails, agreements, etc., the manager may disclose the industry to which reserved tenants belong, lease area plans, etc. Number Five - Consumer Infrastructure The application for the listing of consumer infrastructure funds by fund managers and the confirmation of the listing conditions of consumer infrastructure asset-backed securities by asset-backed securities managers to this Exchange shall be subject to the provisions of this Appendix. When applying this Appendix, compliance with the provisions of the main text of this Guideline is also required. Section 1 Basic Information on Infrastructure Projects Article 1 Consumer infrastructure referred to in this Appendix means urban and rural commercial network projects such as department stores, shopping centers, commercial districts, commercial complexes, farmer's markets, various specialty market projects such as home, building materials, textiles, etc., and community commercial projects that ensure basic livelihood. Article 2 The manager shall disclose the operation and financial situation of consumer infrastructure projects in accordance with the provisions of Chapter 3, Section 2 of this Guideline, and disclose the following basic information: (1) Project types, including department stores, shopping centers, commercial districts, commercial complexes, farmer's markets, various specialty market projects such as home, building materials, textiles, and community commercial projects that ensure basic livelihood. (2) Asset scope, including real estate ownership of project-related buildings, land use rights within the project scope, supporting service facilities (if any), shared assets (if any), etc. When the asset scope includes air defense space and parking spaces, the manager shall disclose the information and fully disclose the risks. (3) Operating model, including leasing, joint ventures, etc. (4) Building area and leasable area, number of building floors, completion time, start of operation, development stage of property operation, etc. If there is a significant difference between the leasable area and the building area, the manager should disclose the calculation standard for leasable area and the reasons for the difference. (5) Macro situation, including economic indicators, consumer population, consumption capacity of the city and region where the project is located. (6) Project positioningincluding market positioning of residential areas, office areas, and commercial areas near the project, as well as the matching of the consumption ability of surrounding residents and consumer groups with the project positioning.(Seven) The accessibility of transportation, including whether there are plans to widen, renovate, close, etc. the main roads and nearby roads, whether there are existing or new subway lines for the project, and whether there are subway exits (including direct connections) etc.; (Eight) The competitive situation in the area where the project is located, including planned, under construction, planned to open, and already opened competing properties in the area, and their impact on the project; (Nine) Any other information that has a significant impact on investment decision-making. Article 3 The land use rights of consumer infrastructure projects should be obtained through methods such as bidding and should comply with relevant land management regulations. Article 4 Hotel and commercial office space that is physically inseparable from consumer infrastructure projects, has ownership belonging to the same original owner or their affiliates, can be included in the project's underlying assets. The total building area of these spaces should not exceed 30% in principle, and in special circumstances, should not exceed 50%. Hotels and commercial office spaces included in the scope of consumer infrastructure projects should comply with the general provisions of infrastructure projects in this guideline. Article 5 In cases where consumer infrastructure projects involve the separation of hotels, commercial office spaces, or other non-consumer formats, the manager should complete the asset separation before the registration of the consumer infrastructure fund. The progress of the separation, tax payments, related permit applications, and registration status should be disclosed. Article 6 Apart from separating non-consumer formats, shared assets, and equipment, consumer infrastructure projects should generally include all necessary and inseparable components to achieve the function of the assets. If for special reasons, certain assets cannot be included in the scope of assets, or the scope of assets does not include shared assets or equipment that may affect the project's stable operation, the manager should disclose the reasons for not including these assets and their rationality, fully disclose the risks, and arrange effective measures with external management agencies (if any) to ensure the stable operation of the project. The main original owner should provide a commitment letter, confirming that effective measures have been taken to ensure that the exclusion of assets from the scope does not affect the stable operation of the consumer infrastructure project. Section 2 Operation and Financial Situation of Infrastructure Projects Article 7 The manager should disclose the following operating conditions of consumer infrastructure projects during the reporting period: (1) Income situation, including total sales of goods (sales of cars, electronic consumer goods, other goods, etc.), passenger flow (if any), monthly sales per unit area (if any), operating model and types of leased business formats (retail, catering, entertainment, etc.) and their distribution by income and leased area, operating income, income composition (fixed rent income, commission rent income, property management fees, fixed promotion fees, parking revenue, various operating revenues, and advertising revenue, etc.), project lease-to-sale ratio (if any), project operating net income ratio (NOI Margin), etc.; (2) Tenant situation, including historical rental rate changes, renewal rate, average rent-free period, distribution of lease contract terms based on income and leased area, weighted average remaining lease term, lease expiration distribution, etc.; (3) Type of lease, including fixed rent, fixed/commission high rent, pure commission rent, fixed rent+commission rent, and the proportion of lease types based on income and leased area; (4) Rental situation, including monthly rental per unit area, a comparison of categories (main stores, specialty stores, etc.) with the rental levels of comparable properties nearby, rental growth rate, rental collection rate, and payment settlement methods, etc. If there are significant fluctuations in operating indicators such as annual sales, occupancy rate, rental prices, rental growth rate, rental collection rate, project cost expenditure, etc., the manager should disclose the reasons for the changes, fully disclose the risks, and set risk mitigation measures. Article 8 The manager should disclose information about the main stores, important cash flow providers (if any), and the top ten tenants in the consumer infrastructure project, including their industries, leased area, and income distribution during the reporting period. The manager should verify whether the tenants mentioned above face risks of lease changes or concentrated lease changes, fully disclose the risks, and set risk mitigation measures. Section 3 Asset Evaluation Article 9 Evaluation agencies should carefully assess consumer infrastructure projects by considering the basic information and historical operating data of the project, as well as the impact of external and internal factors such as macroeconomic conditions, competitive products in the area, project competitiveness, and asset operational management capabilities on project valuation. They should reasonably determine core valuation parameters such as occupancy rate, rental levels, rental growth rate, cost expenses, discount rates, capital expenditures, etc., following the following requirements: (1) When selecting income period parameters, agencies should consider whether there are major adjustments in the overall regional planning, as well as the building design and land use rights period of the project; (2) When selecting occupancy rate parameters, agencies should consider factors such as the macroeconomic development of the city and region where the project is located, residents' consumption levels, the distribution of existing lease contract terms and expiration times, historical and year-end weighted average occupancy rates, tenant structure, time to dispose of vacant spaces after being vacated, rental rates of comparable projects in the region, market supply and demand for similar assets in the same area, and project competitiveness. Evaluation agencies should analyze the differences in occupancy rates among different business formats in consumer infrastructure projects and provide specific analysis of the evaluation logic and parameter settings for the occupancy rate; (3) When selecting rental unit prices and rental growth rate parameters, agencies should consider factors such as the macroeconomic development of the city and region where the project is located, residents' consumption levels, project location, supporting facilities, historical effective rental price levels at the end of the year, tenant structure, rental levels of comparable projects in the region, market supply and demand for similar assets in the same area, and project competitiveness; (4) When selecting parameters for labor costs, marketing expenses, and property management expenses, agencies should consider factors such as the project's operation time, historical cost circumstances, maintenance plans, leasing models, property management models, industry characteristics, etc.; (5) The selection of discount rate parameters should comply with the provisions of Article 44, paragraph 2 of this guideline; (6) Capital expenditure referThe selection of the number should fully consider factors such as historical capital expenditures, the current status of buildings and equipment, renovation and upgrade arrangements, industry characteristics, and so on.Assessment agencies should consider the location, positioning, and operational stages of comparable projects in the surrounding area to explain the rationality of selecting comparable projects. Article 10 The fund manager, financial advisor (if any), should disclose the evaluation of consumer infrastructure projects in accordance with the provisions of Article 45 of these guidelines, and express clear opinions on the rationality of the valuation parameter values in accordance with the requirements of Article 9 of this annex. They should independently verify the selection of evaluation parameters and evaluation methods based on unit price per area, capitalization rate of the first complete accounting year (Cap Rate), as well as the selection of valuation parameters for listed infrastructure funds of the same type, major asset restructuring of listed companies in the same industry, and bulk transactions (if any). Clear opinions should be given on the reasonableness of the evaluation results. Section 4 Operating Management Arrangements Article 11 The fund manager should clearly define the approval authority of each decision-making level in the hierarchical decision-making mechanism for important matters related to the operation of consumer infrastructure projects, such as upgrading, leasing strategies, rent adjustments, rent-free arrangements, tenant structure adjustments, operating cost adjustments, personnel adjustments, and emergency response arrangements. Article 12 The manager should disclose the external management agency's future management strategies, business directions, major renovation plans for consumer infrastructure projects, and measures to address market risks. The manager should also disclose the composition of external management agencies and operation teams, management scale, operational stability, and historical performance of external management agencies. Article 13 The fund manager should disclose the collection of operating management fees for consumer infrastructure projects, explain the incentive constraints mechanism linked to operational performance and its rationality. If separate upgrade and renovation fees are charged for a project, the manager should disclose the rationality of charging such fees separately and the basis for determining the fees. Article 14 If there are plans for upgrading and renovating consumer infrastructure projects that may affect their operation, the manager should further disclose the scope of assets involved in the renovation, renovation time, renovation costs, responsible parties, and the impact of the renovation plan on income. If the costs of upgrading and renovating consumer infrastructure projects are borne by the infrastructure fund, the manager should disclose the rationality of the renovation cost budget based on historical renovation expenses, current status of buildings and equipment, and renovation goals, and explain whether the relevant costs have been fully considered in valuation and cash flow forecasting. This article is selected from the "SSE official website"; GMTEight Editor: Chen Xiaoyi.