Shoucheng : PROPOSED ADOPTION OF SHARE INCENTIVE PLAN

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

PROPOSED ADOPTION OF SHARE INCENTIVE PLAN

PROPOSED ADOPTION OF SHARE INCENTIVE PLAN

Reference is made to the voluntary announcement of the Company dated 29 July 2021 in relation to the proposed adoption of the Plan.

The Board is pleased to announce that the Company has received approval of the Plan from Beijing SASAC and the Board has resolved to propose the adoption of the Plan for approval by the Shareholders at the GM pursuant to the requirement under Notice of the State-owned Assets Supervision and Administration Commission of the State Council and the Ministry of Finance of the People's Republic of China on Issuing the Trial Measures for Implementing the Equity Incentive System by the State-Controlled Listed Companies (Overseas) (Guo Zi Fa Fen Pei [2006] No. 8) and other applicable laws and regulations. The Plan does not constitute a share option scheme pursuant to Chapter 17 of the Listing Rules and is a discretionary plan of the Company.

A summary of the principal terms of the Plan is set out below. Further details of the terms of the Plan will be set out in a circular to be despatched to the Shareholders in due course.

Purposes

The purposes of the Plan are to align the interests of employees, Company and the Shareholders for the Company's long-term development, to attract, motivate and retain talents, to establish and improve the long-term incentive mechanism of the Company, with a view to achieving the objectives of further enhancing Shareholders' value.

1

Eligible Participants

The Selected Employees under the Plan are limited to Directors and senior management of the Company, core management, technical and business personnel of the Company and its branches and subsidiaries, but excluding non-executive Directors or other personnel subject to restrictions of applicable regulations.

Duration

Subject to any early termination in accordance with the Plan, the Plan shall be valid and effective for a term of six (6) years from the date on which the Board resolved to make the Initial Grant of Awards under the Plan ("Effective Period").

Plan Limit

The total number of Shares which may be awarded upon the exercise of Awards granted under the Plan shall be no more than 173,139,000 Shares, representing approximately 2.37% of the total number of issued Shares as at the date of this announcement ("Plan Limit").

The maximum number of Shares awarded and to be awarded upon the exercise of Awards (including exercised or unexercised) granted to any individual Selected Employee under the Plan shall be no more than 1% of the total number of issued Shares.

Management

Subject to Shareholders' approval at the GM to consider the Plan, the Board shall be the executive management body of the Plan, and the Remuneration Committee shall be responsible for the drafting, amendment and implementation of the Plan, and to act on the relevant matters of the Plan subject to the approval of the Shareholders.

Source of Shares

Pursuant to the Plan, Shares shall be acquired in the secondary market by the trustee of a trust established by the Company utilizing the Company's internal resources provided to the trustee to satisfy the transfer of Shares to the Selected Employee(s) upon the exercise of Awards granted under the Plan.

The trustee shall hold such Shares on trust pursuant to the trust deed to be entered or entered into with the Company until the Shares are vested in the Selected Employees in accordance with the Plan. The trustee shall not exercise any voting rights in respect of any Shares held under the trust (including but not limited to the Shares in respect of an Award, any bonus Shares and scrip Shares derived therefrom).

For the avoidance of doubt, the operation of the Plan does not involve the issue of new Shares by the Company.

2

Grant of Award

Each Grant Date shall be determined by the Board after the Plan has been approved by the Beijing SASAC and the Shareholders at the GM, and must be a Trading Day.

No grant of any Award shall be made to any Selected Employee in any circumstances which are prohibited under the Listing Rules.

Initial Grant

Awards to purchase up to 138,511,200 Shares (representing approximately 1.90% of the total number of issued Shares as at the date of this announcement) shall be granted to not more than 50 Selected Employees on the first Grant Date (the "Initial Grant").

Subject to the final determination of the Board and compliance with the Listing Rules and all applicable laws and regulations, the preliminary allocation of the Awards in respect of the Initial Grant under the Plan are as follows:

Selected Employees	Number of Shares	Percentage	Percentage to the total
	underlying the	to the Plan	number of issued
	Awards granted	Limit	Shares as at the date of
			this announcement
Connected Selected Employees:
Mr. Zhao Tianyang (executive	7,000,000	4.04%	0.10%
Director and Chairman of the
Board)
Mr. Xu Liang (executive Director)	5,000,000	2.89%	0.07%
Mr. Li Wei (executive Director and	9,000,000	5.20%	0.12%
President of the Board)
Ms. Zhang Meng (executive	7,000,000	4.04%	0.10%
Director)
Other Selected Employees:
Not more than 46 Selected	110,511,200	63.83%	1.52%
Employees
Total	138,511,200	80%	1.90%

Note: all percentages in the above table are approximations.

As at the date of this announcement, the identity of other Selected Employees, the number and terms of their respective Award under the Initial Grant, and the Grant Date of the Initial Grant have yet to be finalized. The Company will comply with applicable requirement of the Listing Rules for the grant of Awards and make further announcement (where applicable) pursuant to such requirement under the

3

Listing Rules in connection with the grant of Award under the Plan.

The proposed grant of Award to each of the Connected Selected Employees under the Initial Grant has been approved by the Remuneration Committee and the Board (including but not limited to the independent non-executive Directors), save that none of Mr. Zhao Tianyang, Mr. Xu Liang, Mr. Li Wei and Ms. Zhang Meng was involved in deciding the grant of the Award to himself/herself.

Reserved Grant

Awards to purchase up to 34,627,800 Shares (representing approximately 0.47% of the total number of issued Shares as at the date of this announcement) may be granted to not more than 20 Selected Employees in respect of the Reserved Grant.

Vesting of the Shares

The Share Options under an Award shall only be exercised on a Trading Day (unless prohibited by the relevant Listing Rules) after twenty-four (24) months from the relevant Grant Date.

In respect of each grant, upon satisfaction of the exercise conditions as provided under the Plan, the Share Options under an Award shall become exercisable in three exercise periods in the proportion of 33%, 33% and 34% respectively.

Once the Share Options are exercised, the relevant Shares underlying the Award will be transferred by the trustee to the Selected Employees upon verification by the Remuneration Committee.

Grant and Exercise Conditions

The grant and exercise of any Award by a grantee shall be subject to the satisfaction of the exercise conditions as specified in the Plan, including, among others, the Company's performance and the individual grantee's performance of each year during the grant and exercise periods.

For the purposes of the Initial Grant, in order to achieve the performance indicators for exercise of the Share Options, the Company shall, among others, after excluding the financial impact of Shougang Fushan Resources Group Limited on the financial statements of the Company, maintain an average annual growth rate of revenue of about 48% and an average annual growth rate of the number of parking spaces being managed of about 45% from the year of devising the grant conditions to the relevant exercise periods; and the research and development expense shall not be less than 3% of the revenue during the exercise periods. The Board will also consider other indicators such as return on equity of the Company when determining the exercise conditions.

Exercise Price

The exercise price of a Share Option under an Award shall not be lower than any nominal value of

4

the Shares and shall not be lower than the higher of the following:

1. the closing price of the Shares on the relevant Grant Date; and
2. the average closing price of the Shares on the five (5) Trading Days prior to the relevant Grant Date.

Transfer restrictions

Shares obtained pursuant to the Plan by a Selected Employee who is a Director or senior management of the Company shall be transferrable only in compliance with the Listing Rules, the articles of association of the Company and other applicable laws and regulations.

Not less than 20% of Shares obtained pursuant to the Plan by a Selected Employee who is a Director or senior management of the Company under the term administration mechanism shall be subject to lock up until the passing of the term appraisal of such person.

Lapse of the Awards

Upon the expiration of the Effective Period, Share Options not yet exercised by and/or Shares not yet vested to the Selected Employee shall lapse automatically. All unexercised Share Options shall be cancelled by the Company, and the relevant Shares underlying the Award will be disposed of by the trustee in the secondary market for the benefit of the Company.

In the event that any of the following event occurs to the Company, the Plan shall be terminated immediately and all Awards which have been granted to the Selected Employees under the Plan but not yet exercised shall cease to be exercisable and shall be cancelled by the Company:

1. the failure to engage an auditor's firm to conduct an audit in accordance with the regulated procedures and requirements;
2. issue of an auditors' report with adverse opinion or which indicates an inability to give opinion by a certified public accountant with respect to the annual financial report or internal control evaluation report of the Company;
3. significant objection raised by state-owned assets supervision and administration authorities, supervisory committee and the audit department with respect to the business performance of the Company or the annual financial report of the Company;
4. occurrence of major violations leading to penalties from securities regulatory agencies and other relevant government departments;
5. prohibition from implementation of a share incentive plan by laws and regulations; and
6. any other circumstances as determined by the SFC.

5