THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document or as to the action you should take, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in NEW WORLD DEVELOPMENT COMPANY LIMITED (新世界發展有 限公司), you should at once hand this document and the accompanying proxy form to the purchaser or to the bank, the licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

PROPOSALS INVOLVING

GENERAL MANDATES TO BUY BACK SHARES AND

TO ISSUE SHARES,

MANDATE TO GRANT OPTIONS,

RE-ELECTION OF RETIRING DIRECTORS AND

PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of New World Development Company Limited (新世界發展 有限公司) (the "Company") to be held at Meeting Room S221 (Harbour Road Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 26 November 2020, at 11:45 a.m. is set out on pages 37 to 43 of this document. Whether or not you are able to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's share registrar, Tricor Tengis Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the meeting (i.e. on Tuesday, 24 November 2020 at 11:45 a.m.) or any adjournment thereof (as the case may be). Completion and return of a proxy form will not preclude shareholders from attending and voting at the annual general meeting if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of this circular for the measures being taken to prevent and control the spread of the COVID-19 at the Annual General Meeting, including but not limited to:

  1. Compulsory body temperature check
  2. Compulsory wearing of surgical face mask
  3. Maintaining a safe distance between seats
  4. No provision of refreshments or beverages
  5. No distribution of coupons for subsequent consumption

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the Annual General Meeting venue.

In light of the continuing risks posed by the COVID-19 and as part of the Company's control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the Shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Annual General Meeting in person.

28 October 2020

CONTENTS

Page

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . .

1

DEFINITIONS . .

. . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

LETTER FROM THE CHAIRMAN

1.

Introduction

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

2.

General Mandate to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

3.

General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

4.

Mandate to Grant Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

5.

Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

6.

Proposed Adoption of New Articles of Association . . . . . . . . . . . . . . . .

6

7.

Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

8.

Action to Be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

9.

Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

10.

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

APPENDIX I

-

EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . .

10

APPENDIX II

-

DETAILS OF RETIRING DIRECTORS PROPOSED

FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

APPENDIX III

-

CHANGES INTRODUCED BY THE NEW ARTICLES

OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

37

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The health of the Shareholders, staff and stakeholders of the Company is of paramount importance to us. To prevent and control the spread of the COVID-19, the Company will implement the following at the Annual General Meeting as part of the control measures to safeguard the health and safety of our attending Shareholders, staff and stakeholders of the Company:

  1. Compulsory body temperature checks will be conducted for every attendee at the entrance of the Annual General Meeting venue. Any person who has a body temperature of over 37.5 degrees Celsius or is subject to the mandatory quarantine order imposed by the Hong Kong government will be denied entry into or be required to leave the Annual General Meeting venue.
  2. Every attendee must wear a surgical face mask throughout the Annual General Meeting and inside the Annual General Meeting venue. Please note that no masks will be provided at the Annual General Meeting venue and attendees should bring and wear their own masks.
  3. The Company will maintain a safe distance between seats.
  4. No refreshments or beverages will be served.
  5. No distribution of coupons for subsequent consumption.

In addition, the Company would like to remind all attending Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. The Company strongly encourages the Shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy and return the proxy forms to the Company's share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof (as the case may be).

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Annual General Meeting arrangements at short notice. The Shareholders should check the Company's website (www.nwd.com.hk) or the HKEXnews' website (www.hkexnews.hk) for any future announcements and updates on the Annual General Meeting arrangements.

- 1 -

DEFINITIONS

In this document, the following expressions have the following meanings unless the context

requires otherwise:

"Annual General Meeting"

the annual general meeting of the Company to be held

at Meeting Room S221 (Harbour Road Entrance),

Hong Kong Convention and Exhibition Centre, 1

Expo Drive, Wanchai, Hong Kong on Thursday,

26 November 2020 at 11:45 a.m., notice of which is set

out on pages 37 to 43 of this document

"Articles of Association"

the articles of association of the Company as altered

from time to time

"Board"

the board of Directors

"Buy-back Proposal"

the proposal to give a general mandate to the

Directors to exercise the powers of the Company to

buy back during the period as set out in the Buy-back

Resolution Shares up to a maximum of 10% of the

issued Shares of the Company as at the date of the

Buy-back Resolution

"Buy-back Resolution"

the proposed ordinary resolution as referred to in

resolution no.5 of the notice of the Annual General

Meeting

"Companies Ordinance"

Companies Ordinance (Chapter 622 of the Laws of

Hong Kong)

"Company"

New World Development Company Limited (新世界

發展有限公司), a company incorporated in Hong Kong

with limited liability under the Companies

Ordinance, the Shares of which are listed on the Stock

Exchange

"core connected person"

has the meaning ascribed to it in the Listing Rules

"Directors"

directors of the Company

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong

Kong

"Hong Kong"

the Hong Kong Special Administrative Region of The

People's Republic of China

- 2 -

DEFINITIONS

"Latest Practicable Date"

20 October 2020, being the latest practicable date prior

to the printing of this document for ascertaining

certain information contained herein

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange as amended from time to time

"New Articles of Association"

the new articles of association of the Company

proposed to be adopted at the Annual General

Meeting

"SFO"

the Securities and Futures Ordinance (Chapter 571 of

the Laws of Hong Kong)

"Share(s)"

share(s) of the Company

"Share Buy-back Rules"

the relevant rules set out in the Listing Rules to

regulate the buy-back by companies with primary

listing on the Stock Exchange of their own securities

on the Stock Exchange

"Share Option Scheme"

the share option scheme adopted by the Company on

22 November 2016

"Shareholder(s)"

holder(s) of Shares

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

the Code on Takeovers and Mergers as amended from

time to time

- 3 -

LETTER FROM THE CHAIRMAN

(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

Directors:

Registered Office:

Executive Directors:

30th Floor,

Dr. Cheng Kar-Shun, Henry, GBM GBS (Chairman)

New World Tower,

Dr. Cheng Chi-Kong, Adrian, JP

16-18 Queen's Road Central

(Executive Vice-chairman and Chief Executive Officer)

Hong Kong

Mr. Cheng Chi-Heng

Ms. Cheng Chi-Man, Sonia

Mr. Sitt Nam-Hoi

Ms. Huang Shaomei, Echo

Ms. Chiu Wai-Han, Jenny

Non-executive Directors:

Mr. Doo Wai-Hoi, William, JP

(Non-executiveVice-chairman)

Mr. Cheng Kar-Shing, Peter

Independent Non-executive Directors:

Mr. Yeung Ping-Leung, Howard

Mr. Cha Mou-Sing, Payson, JP

(alternate director to Mr. Cha Mou-Sing, Payson:

Mr. Cha Mou-Zing, Victor)

Mr. Ho Hau-Hay, Hamilton

Mr. Lee Luen-Wai, John, BBS JP

Mr. Liang Cheung-Biu, Thomas

Mr. Ip Yuk-Keung, Albert

28 October 2020

To the shareholders and, for information purposes only,

the holders of the outstanding share options of the Company

Dear Sir or Madam,

PROPOSALS INVOLVING

GENERAL MANDATES TO BUY BACK SHARES AND

TO ISSUE SHARES,

MANDATE TO GRANT OPTIONS,

RE-ELECTION OF RETIRING DIRECTORS AND

PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this document is to provide you with information, and to seek your approval for the proposals involving general mandates to allot, issue and deal with Shares

- 4 -

LETTER FROM THE CHAIRMAN

and to buy back Shares, mandate to grant options under the Share Option Scheme, re-election of retiring Directors and adoption of the New Articles of Association at the Annual General Meeting.

2. GENERAL MANDATE TO BUY BACK SHARES

At the annual general meeting of the Company held on 19 November 2019, a general mandate was given to the Directors to exercise the powers of the Company to buy back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. The Directors propose to seek your approval of the Buy-back Resolution to be proposed at the Annual General Meeting. An explanatory statement as required under the Share Buy-back Rules to provide the requisite information of the Buy-back Proposal is set out in Appendix I hereto.

3. GENERAL MANDATE TO ISSUE SHARES

The Company is committed to balancing the potential need for capital while ensuring that Shareholders are not subject to excessive dilution. As a step in towards this objective, taking into consideration of the potential excessive dilution effect, the Board has decided to propose at the Annual General Meeting an ordinary resolution granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 10% (instead of 20% as permitted under the Listing Rules) of the issued Shares of the Company at the date of the resolution at a discount of not more than 15% (instead of 20% as permitted under the Listing Rules) to the "benchmarked price" (as described in Rules 13.36(5) of the Listing Rules). The Board also decided not to propose the extension of the mandate to issue Shares by the addition thereto the Shares bought back under the Buy-back Proposal at the Annual General Meeting. While the above mandate provides the Company the requisite flexibility to raise additional capital if needed, the decision to reduce the number and the discount of issue price of Shares under the general mandate and not extend the mandate to issue Shares will significantly reduce potential for dilution for existing Shareholders.

4. MANDATE TO GRANT OPTIONS

The Company has a Share Option Scheme which was approved by the Shareholders on 22 November 2016 under which the Directors may grant to any participants of the Share Option Scheme options to subscribe for Shares, subject to the terms and conditions stipulated therein. As at the Latest Practicable Date, the total number of options available for grant under the Share Option Scheme was 205,383,161, representing rights to subscribe for 205,383,161 Shares, amounting to approximately 8.06% of the total number of issued Shares as at the Latest Practicable Date.

Under section 140 of the Companies Ordinance, the directors of a company must not, without shareholders' prior approval in general meeting, allot new shares or grant rights to subscribe for, or to convert any security into shares of the company. At the annual general meeting of the Company held on 19 November 2019, an unconditional mandate was given to the Directors to grant share options under the Share Option Scheme. As such mandate will expire on conclusion of the Annual General Meeting, an ordinary resolution

- 5 -

LETTER FROM THE CHAIRMAN

will also be proposed at the Annual General Meeting to grant to the Directors an unconditional mandate to grant share options under the Share Option Scheme.

5. RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Article 103(A) of the Articles of Association, Dr. Cheng Kar-Shun, Henry, Mr. Doo Wai-Hoi, William, Mr. Cheng Kar-Shing, Peter, Mr. Liang Cheung-Biu, Thomas and Ms. Cheng Chi-Man, Sonia shall retire from office and being eligible, offer themselves for re-election at the Annual General Meeting.

Pursuant to Article 94 of the Articles of Association, Ms. Huang Shaomei, Echo and Ms. Chiu Wai-Han, Jenny shall hold office only until the Annual General Meeting and shall be eligible and offer themselves for re-election at the Annual General Meeting.

The nomination committee of the Company had assessed and reviewed the annual written confirmation of independence of Mr. Liang Cheung-Biu, Thomas for the year ended 30 June 2020 and considered that he satisfied all the independence criteria as set out in Rule 3.13 of the Listing Rules.

The nomination committee is of the view that Mr. Liang Cheung-Biu, Thomas is beneficial to the Board with diversity of his comprehensive business experience that contributes to invaluable expertise, continuity and stability to the Board and the Company has benefited greatly from his contribution and valuable insights derived from his in-depth knowledge of the Company. The nomination committee believes that he will continue to contribute effectively to the Board.

Having regard to the board diversity policy and nomination policy adopted by the Company, the nomination committee recommended re-election of the aforesaid retiring Directors to the Board. Accordingly, the Board has proposed that each of the above retiring Directors, namely Dr. Cheng Kar-Shun, Henry, Mr. Doo Wai-Hoi, William, Mr. Cheng Kar-Shing, Peter, Mr. Liang Cheung-Biu, Thomas, Ms. Cheng Chi-Man, Sonia, Ms. Huang Shaomei, Echo and Ms. Chiu Wai-Han, Jenny stands for re-election as Director by way of separate resolution at the Annual General Meeting.

Details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II hereto.

6. PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 19 October 2020. To provide flexibility to the Company in relation to the conduct of general meetings, the Board proposes to amend the existing Articles of Association to allow general meetings to be held as a hybrid meeting where Shareholders may attend by electronic means in addition to as a physical meeting where Shareholders attend in person. The amendments also explicitly set out other related powers of the Board and the chairman of the general meetings, including making arrangements for attendance as well as ensuring the security and orderly conduct of such general meetings. Other amendments to the existing Articles of Association for house-keeping purposes are also proposed to be in line with the

- 6 -

LETTER FROM THE CHAIRMAN

proposed amendments. The Board proposes to adopt the New Articles of Association in substitution for, and to the exclusion of, the existing Articles of Association.

A summary of the major changes brought about by the adoption of the New Articles of Association are set out below:

  1. to allow all general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) to be held as a physical meeting in any part of the world (except that the principal place of the general meeting must be a location in Hong Kong) and at one or more locations, or as a hybrid meeting;
  2. to insert the definitions of "hybrid meeting", "Meeting Location", "physical meeting" and "Principal Meeting Place", and making corresponding changes to the relevant articles;
  3. to include the additional details to be specified in a notice of general meeting in light of allowing general meetings to be held at more than one meeting location, or as a hybrid meeting;
  4. to provide that the chairman of the general meeting may, with the consent of the meeting at which a quorum is present, adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting or a hybrid meeting);
  5. to provide for the proceedings of general meetings which are held at one or more locations, or as a hybrid meeting, and the powers of the Board and the chairman in relation thereto;
  6. to provide that votes (whether on a show of hands or a poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine;
  7. to provide that the chairman of a general meeting may determine that the results of a poll, if certified by scrutineer(s) appointed by the Company or the chairman of the general meeting or a Director or the company secretary of the Company, shall be published on the Company's website without the requirement for the results being declared at the meeting or adjourned meeting or postponed meeting. The publication on the Company's website of the results of the relevant poll, and an entry to that effect in the minutes of the proceedings of the Company, shall be conclusive evidence of such fact;
  8. to provide that if the Board in its absolute discretion determines, the instrument appointing a proxy may be contained in an electronic communication, and the Company may, at its absolute discretion, designate from time to time an electronic address or an electronic means of submission for the receipt of any document or information relating to proxies for a general meeting; and
  9. to make other house-keeping amendments, and make consequential amendments in line with the above amendments to the existing Articles of Association.

- 7 -

LETTER FROM THE CHAIRMAN

Please refer to Appendix III of this circular for further particulars relating to the changes to the existing Articles of Association brought about by the adoption of the New Articles of Association. A copy of the New Articles of Association showing all changes made to the existing Articles of Association will be available for inspection during normal business hours on any weekday (except public holidays) at the registered office of the Company in Hong Kong at 30th Floor, New World Tower, 16-18 Queen's Road Central, Hong Kong from the date of this circular up to and including the date of the Annual General Meeting and at the Annual General Meeting.

The proposed adoption of the New Articles of Association is subject to the approval of the Shareholders by way of a special resolution at the Annual General Meeting.

7. ANNUAL GENERAL MEETING

Set out on pages 37 to 43 of this document is the notice convening the Annual General Meeting to be held at Meeting Room S221 (Harbour Road Entrance), of Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 26 November 2020 at 11:45 a.m.

At the Annual General Meeting, resolutions will be proposed to the Shareholders in respect of ordinary businesses to be considered at the Annual General Meeting, including the re-election of the retiring Directors, and special businesses to be considered at the Annual General Meeting, being the ordinary resolutions proposed to approve the general mandates to buy back Shares and to issue new Shares, the mandate to grant options under the Share Option Scheme and the special resolution to approve the adoption of the New Articles of Association.

8. ACTION TO BE TAKEN

A proxy form for use at the Annual General Meeting is enclosed herewith. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the proxy form and return it to the Company's share registrar, Tricor Tengis Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. on Tuesday, 24 November 2020 at 11:45 a.m.) or any adjournment thereof (as the case may be). Completion and return of a proxy form will not prevent Shareholders from attending and voting at the Annual General Meeting if they so wish.

9. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the Annual General Meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

- 8 -

LETTER FROM THE CHAIRMAN

10. RECOMMENDATION

The Directors believe that the Buy-back Proposal, the proposed general mandate for Directors to issue new Shares, the proposed mandate to grant options under the Share Option Scheme, the proposed re-election of the retiring Directors and the proposed adoption of the New Articles of Association are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of

New World Development Company Limited

(新世界發展有限公司)

Dr. Cheng Kar-Shun, Henry

Chairman

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to provide you with the information necessary for your consideration of the Buy-back Proposal.

This appendix also constitutes the memorandum required under Section 239(2) of the Companies Ordinance.

1. ISSUED SHARES

As at the Latest Practicable Date, the issued Shares of the Company comprised 2,549,148,921 Shares.

Subject to the passing of the Buy-back Resolution and on the basis that no further Shares are issued or bought back and/or cancelled prior to the Annual General Meeting, the Company would be allowed under the Buy-back Resolution to buy back a maximum of 254,914,892 Shares representing not more than 10% of the issued Shares of the Company at the Latest Practicable Date.

2. REASONS FOR BUY-BACK

The Directors believe that the Buy-back Proposal is in the best interests of the Company and its Shareholders. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such a buy-back will benefit the Company and its Shareholders.

3. FUNDING OF BUY-BACK

In buy-back of any Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and the Companies Ordinance. The Companies Ordinance provides that the payment in respect of a Share buy-back may be made out of the distributable profits of the Company and/or proceeds of a new issue of Shares made for the purpose of the buy-back.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 30 June 2020 in the event that the power to buy back Shares pursuant to the Buy-back Proposal was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the power to buy-back Shares pursuant to the Buy-back Proposal to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

- 10 -

APPENDIX I

EXPLANATORY STATEMENT

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months before the Latest Practicable Date are as follows:

Shares

Highest

Lowest

HK$

HK$

October 2019

11.40

9.95

November 2019

11.78

10.12

December 2019

10.74

9.92

January 2020

11.26

9.81

February 2020

10.50

9.71

March 2020

10.22

7.46

April 2020

9.39

8.14

May 2020

9.34

7.65

June 2020

39.50

31.76A

July 2020

41.65

35.85

August 2020

42.00

36.35

September 2020

40.30

36.20

October 2020 (up to the Latest

Practicable Date)

39.35

37.30

Note: A = Adjusted pursuant to consolidation of Shares effective on 23 June 2020

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy-backs pursuant to the Buy-back Resolution and in accordance with the Listing Rules and the applicable laws of Hong Kong.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company under the Buy-back Proposal if such is approved by the Shareholders.

No other core connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Buy-back Proposal is approved by the Shareholders.

6. TAKEOVERS CODE

If on the exercise of the power to buy back Shares pursuant to the Buy-back Proposal, a Shareholder 's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the

- 11 -

APPENDIX I

EXPLANATORY STATEMENT

Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, each of Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited, indirectly through its subsidiaries, is deemed to have interest in 1,133,908,609 Shares representing approximately 44.48% of the issued Shares of the Company. In the event the Directors exercised in full the power to buy back Shares pursuant to the Buy-back Proposal, then (if the present shareholding remains the same) the deemed interest of each of Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited would be increased to approximately 49.42% of the issued Shares of the Company.

In the event that the Buy-back Proposal is exercised in full, an obligation to make a general offer to Shareholders under Rules 26 and 32 of the Takeovers Code may arise. The Directors have no present intention to exercise the power to buy back Shares pursuant to the Buy-back Proposal to such an extent as to result in takeover obligations. In the event that the Buy-back Proposal is exercised in full, the number of Shares held by the public would not fall below 25%.

7. SHARE BUY-BACKS MADE BY THE COMPANY

The Company bought back a total of 25,322,000 Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date, details of which are as follows:

No. of Shares

Date of buy-back

bought back

Price paid per Share

Highest

Lowest

HK$

HK$

01/04/2020

7,000,000

8.45

8.26

02/04/2020

4,440,000

8.45

8.22

03/04/2020

3,605,000

8.47

8.39

06/04/2020

3,000,000

8.75

8.53

07/04/2020

1,992,000

8.85

8.67

08/04/2020

3,000,000

8.84

8.72

28/04/2020

2,285,000

9.10

8.90

Total:

25,322,000

Save as disclosed above, the Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 12 -

APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Dr. Cheng Kar-Shun, Henry GBM, GBS

Aged 73, was appointed as Director in October 1972, Executive Director in 1973, became Managing Director from 1989 and Chairman from March 2012. Dr. Cheng is the chairman of the Executive Committee and Nomination Committee and a member of the Remuneration Committee of the Board. Dr. Cheng is the chairman and executive director of NWS Holdings Limited and Chow Tai Fook Jewellery Group Limited, the chairman and non-executive director of New World Department Store China Limited and FSE Services Group Limited, the vice-chairman and non-executive director of i-CABLE Communications Limited, and a non-executive director of DTXS Silk Road Investment Holdings Company Limited, all of them are listed public companies in Hong Kong. He was an independent non-executive director of HKR International Limited and Hang Seng Bank Limited up to his resignation on 31 March 2018 and retirement on 10 May 2018 respectively, the chairman and non-executive director of Newton Resources Ltd up to his resignation on 9 April 2018 and a non-executive director of SJM Holdings Limited up to his retirement on 11 June 2019, all of them are listed pubic companies in Hong Kong. Dr. Cheng is a director and honorary chairman of New World China Land Limited and a director of certain subsidiaries of the Group. Except as disclosed, Dr. Cheng did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group. Dr. Cheng is the chairman of the Advisory Council for The Better Hong Kong Foundation. He was a Standing Committee Member of the Twelfth Chinese People's Political Consultative Conference of The People's Republic of China. Dr. Cheng was awarded the Gold Bauhinia Star and the Grand Bauhinia Medal in 2001 and 2017 respectively by the Government of the Hong Kong Special Administrative Region.

Dr. Cheng entered into a letter of appointment with the Company for a further fixed term of three years commencing from 16 March 2018, subject to retirement by rotation in accordance with the Articles of Association. His emoluments comprise a Director 's fee to be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition. For the financial year ended 30 June 2020, his emoluments comprise Director 's fee and allowance of HK$975,000 and other emoluments of HK$53,242,619 from the Group.

He is a director of Cheng Yu Tung Family (Holdings) Limited, Cheng Yu Tung Family (Holdings II) Limited, Chow Tai Fook Capital Limited, Chow Tai Fook (Holding) Limited and Chow Tai Fook Enterprises Limited, all of them are substantial shareholders of the Company. Dr. Cheng is the father of Dr. Cheng Chi-Kong, Adrian and Ms. Cheng Chi-Man, Sonia, the brother-in-law of Mr. Doo Wai-Hoi, William, the brother of Mr. Cheng Kar-Shing, Peter and the uncle of Mr. Cheng Chi-Heng. Except as disclosed, Dr. Cheng does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Dr. Cheng has personal interest in 2,668,909 Shares and 500,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Dr. Cheng is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with his re-election.

Mr. Doo Wai-Hoi, William JP

Aged 76, was appointed as the Vice-chairman and Non-executive Director in July

2013. Mr. Doo is a non-executive director of Lifestyle International Holdings Limited and an independent non-executive director of Shanghai Industrial Urban Development Group Limited, both being listed public companies in Hong Kong. Mr. Doo is also a director of certain subsidiaries of the Group. Except as disclosed, Mr. Doo did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group.

Mr. Doo is the chairman and director of Fungseng Prosperity Holdings Limited. He is a Justice of the Peace appointed by the Government of the Hong Kong Special Administrative Region. He is also the Honorary Consul General of the Kingdom of Morocco in Hong Kong and Macau, and a Governor of the Canadian Chamber of Commerce in Hong Kong. He was promoted to the Officier de l'Ordre National de la Légion d'Honneur by the Republic of France in 2019.

Mr. Doo entered into a letter of appointment with the Company for a further fixed term of three years commencing from 1 July 2019, subject to retirement by rotation in accordance with the Articles of Association. His emoluments comprise a Director 's fee to be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition. For the financial year ended 30 June 2020, his emoluments comprise Director 's fee and allowance of HK$367,000 from the Company.

Mr. Doo is the brother-in-law of Dr. Cheng Kar-Shun, Henry and Mr. Cheng Kar-Shing, Peter, and the uncle of Dr. Cheng Chi-Kong, Adrian, Ms. Cheng Chi-Man, Sonia and Mr. Cheng Chi-Heng. Except as disclosed, Mr. Doo does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Doo has corporate interest in 6,457,271 Shares and personal interest in 25,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Doo is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with his re-election.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Cheng Kar-Shing, Peter

Aged 67, was appointed as a Director in October 1994. Mr. Cheng is also an independent non-executive director of King Fook Holdings Limited, a listed public company in Hong Kong. Mr. Cheng is a director of New World China Land Limited, New World Hotels (Holdings) Limited, NWS Service Management Limited and certain subsidiaries of the Group. Except as disclosed, Mr. Cheng did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group.

Mr. Cheng is committed to community services and is serving as the chairman of Chow Tai Fook Charity Foundation, the chairman of Chow Tai Fook Medical Foundation Limited, the chairman of Antonia Welfare Fund Limited, the vice-chairman of Hong Kong Economic Exchange and a director of Green Council. He is the University Assembly member of University of Macau. He is a Fellow of The Hong Kong Institution of Engineers, Hong Kong Institute of Arbitrators, Hong Kong Construction Arbitration Centre and The Chartered Institute of Arbitrators. He is a CEDR Accredited Mediator and on the lists of the Mediators of Hong Kong Mediation Accreditation Association Limited, Hong Kong International Arbitration Centre, Hong Kong Mediation Centre and Financial Dispute Resolution Centre. He is on the Panel of Arbitrators of South China International Economic and Trade Arbitration Commission/Shenzhen Court of International Arbitration, an Arbitrator of Huizhou Arbitration Commission, a member of Society of Construction Law Hong Kong and a member of Hong Kong Institute of Mediation.

Mr. Cheng entered into a letter of appointment with the Company for a further fixed term of three years commencing from 16 March 2018, subject to retirement by rotation in accordance with the Articles of Association. His emoluments comprise a Director 's fee to be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition. For the financial year ended 30 June 2020, his emoluments comprise Director 's fee and allowance of HK$349,000 from the Company and other emoluments of HK$8,688,766 from the Group.

Mr. Cheng is a director of Cheng Yu Tung Family (Holdings) Limited, Cheng Yu Tung Family (Holdings II) Limited, Chow Tai Fook Capital Limited, Chow Tai Fook (Holding) Limited and Chow Tai Fook Enterprises Limited, all of them are substantial shareholders of the Company. Mr. Cheng is the brother of Dr. Cheng Kar-Shun, Henry, the brother-in-law of Mr. Doo Wai-Hoi, William, the father of Mr. Cheng Chi-Heng, and the uncle of Dr. Cheng Chi-Kong, Adrian and Ms. Cheng Chi-Man, Sonia. Except as disclosed, Mr. Cheng does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Cheng has family interest in 141,641 Shares, personal interest in 133,444 Shares and 25,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. Cheng is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with his re-election.

Mr. Liang Cheung-Biu, Thomas

Aged 73, was appointed as a Non-executive Director in August 2004 and was re-designated as Independent Non-executive Director in March 2012. Mr. Liang is a member of the Audit Committee and the Nomination Committee of the Board. Mr. Liang is an independent non-executive director of Miramar Hotel and Investment Company, Limited (a listed public company in Hong Kong), a director and the group chief executive of Wideland Investors Limited and a member of the Board of Trustees of Wei Lun Foundation Limited. Except as disclosed, Mr. Liang did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group. Mr. Liang is a member of the Council of The Chinese University of Hong Kong, a member of the Court of the Hong Kong Baptist University and a member of the Board of Governors, The Hang Seng University of Hong Kong. He has extensive experience in financial management, corporate finance, banking, real estate development and equity investment.

Mr. Liang entered into a letter of appointment with the Company for a further fixed term of three years commencing from 16 March 2018, subject to retirement by rotation in accordance with the Articles of Association. His emoluments comprise a Director 's fee to be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market condition. For the financial year ended 30 June 2020, his emoluments comprise Director 's fee and allowance of HK$711,000 from the Company.

Mr. Liang does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Liang has personal interest in 2,607 Shares and 25,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Liang is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with his re-election.

Ms. Cheng Chi-Man, Sonia

Aged 39, was appointed as an Executive Director in March 2012. Ms. Cheng is a member of the Executive Committee of the Board. She currently oversees the hotel division and the project management division of the Group. She is a director of New World China Land Limited and certain subsidiaries of the Group. Ms. Cheng is a non-executive director of Chow Tai Fook Jewellery Group Limited, a listed public company in Hong Kong. Except as disclosed, Ms. Cheng did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Before joining the Group in 2008, Ms. Cheng worked in a major international investment bank and a global US private equity firm specialising in real estate investments. Ms. Cheng holds a Bachelor of Arts Degree with a concentration in Applied Mathematics from Harvard University in the U.S.A. Ms. Cheng is the chief executive officer of Rosewood Hotel Group and chairman of the advisory committee of the School of Hotel and Tourism Management at The Chinese University of Hong Kong. She is a member of the Y. Elites Association, the Young Presidents' Organization, the Hong Kong United Youth Association and a non-official member of the Family Council and the Advisory Committee on Gifted Education. She is also a member of the Thirteenth Guangzhou Municipal Committee of The Chinese People's Political Consultative Conference of The People's Republic of China.

Ms. Cheng entered into a letter of appointment with the Company for a further fixed term of three years commencing from 16 March 2018, subject to retirement by rotation in accordance with the Articles of Association. Her emoluments comprise a Director 's fee to be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and with reference to her duties and responsibilities with the Company, the Company's performance and the prevailing market condition. For the financial year ended 30 June 2020, her emoluments comprise Director 's fee and allowance of HK$418,000 and other emoluments of HK$16,529,374 from the Group.

Ms. Cheng is the daughter of Dr. Cheng Kar-Shun, Henry, the sister of Dr. Cheng Chi-Kong, Adrian, the niece of Mr. Doo Wai-Hoi, William and Mr. Cheng Kar-Shing, Peter, and the cousin of Mr. Cheng Chi-Heng. Except as disclosed, Ms. Cheng does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Ms. Cheng has personal interest in 800,672 Shares and 25,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Cheng is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with her re-election.

Ms. Huang Shaomei, Echo

Aged 51, was appointed as an Executive Director in May 2020. Ms. Huang is a member of the Executive Committee of the Board. She joined the Group as the deputy chief executive officer of New World China Land Limited in October 2015 and promoted to Director & Chief Executive Officer of New World China Land Limited in February 2020. Ms. Huang is also a director of certain subsidiaries of the Group. She has over 20 years of experience in the real estate sector, having served in a consulting capacity for large-scale urban infrastructures, urban planning and urban renewal in mainland China for extensive periods, providing the Government of The People's Republic of China with professional recommendations on property development and urban planning. Prior to joining the Group, Ms. Huang held senior position with an international consulting firm. She was appointed as managing director (Southern China) of a Hong Kong-listed property

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

developer, overseeing its property development throughout the southern China region. She has proven experience in China's real estate sector. Except as disclosed, Ms. Huang did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group. Ms. Huang is a member of Guangdong Province Committee of the Chinese People's Political Consultative Conference of The People's Republic of China, and a Deputy Secretary-General of Silk Road Chamber of International Commerce.

Ms. Huang entered into a letter of appointment with the Company for a fixed term of three years commencing from 1 May 2020, subject to retirement by rotation in accordance with the Articles of Association. Her emoluments comprise a Director 's fee to be reviewed and determined by the Board annually with the authorisation granted by the Shareholders at an annual general meeting of the Company and with reference to her duties and responsibilities with the Company, the Company's performance and the prevailing market condition. For the financial year ended 30 June 2020, her emoluments comprise Director 's fee of HK$59,167 and other emoluments of HK$20,270,869 from the Group.

Ms. Huang does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Ms. Huang has personal interest in 325,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Huang is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with her re-election.

Ms. Chiu Wai-Han, Jenny

Aged 49, was appointed as an Executive Director in May 2020. Ms. Chiu is a member of the Executive Committee of the Board. She joined the Group in 2004 and is currently the Senior Director - Human Resources of the Company. Ms. Chiu is responsible for planning and driving full spectrum of strategic human resources direction, including talent acquisition, talent development and management, reward management and human resources partnering services. Prior to joining the Group, she had taken up managerial role in renowned corporations in information and communications technology services and property development industries. Except as disclosed, Ms. Chiu did not hold directorship in other listed public companies in the past three years or any position with the Company or other members of the Group. Ms. Chiu was graduated from The Chinese University of Hong Kong. She is an Associate Member of The Hong Kong Institute of Chartered Secretaries and The Chartered Governance Institute. Ms. Chiu possesses over 20 years of experience in human resources and corporate management.

Ms. Chiu entered into a letter of appointment with the Company for a fixed term of three years commencing from 1 May 2020, subject to retirement by rotation in accordance with the Articles of Association. Her emoluments comprise a Director 's fee to be reviewed and determined by the Board annually with the authorisation granted by the Shareholders

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

at an annual general meeting of the Company and with reference to her duties and responsibilities with the Company, the Company's performance and the prevailing market condition. For the financial year ended 30 June 2020, her emoluments comprise Director 's fee of HK$77,167 and other emoluments of HK$4,362,712 from the Group.

Ms. Chiu does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Ms. Chiu has personal interest in 29,899 Shares and 75,000 underlying Shares attached to the share options granted by the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Chiu is not aware of any other matters or information that need to be brought to the attention of the Shareholders or to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in connection with her re-election.

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

The following are the changes to the existing Articles of Association introduced by the New Articles of Association. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the New Articles of Association.

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

2.

"hybrid meeting" shall mean a general meeting held and

hybrid meeting.

conducted by (i) physical attendance by members and/or

proxies at the Principal Meeting Place and where

applicable, one or more Meeting Locations and (ii) virtual

attendance and participation by members and/or proxies

by means of electronic facilities;

"Meeting Location" shall have the meaning given to it in

Meeting Location.

Article 73A;

"physical meeting" shall mean a general meeting held and

physical meeting.

conducted by physical attendance and participation by

members and/or proxies at the Principal Meeting Place

and/or where applicable, one or more Meeting Locations;

"Principal Meeting Place" shall have the meaning given to it in Article 67;

References to a meeting shall mean a meeting convened and held in any manner permitted by these Articles and any member or Director (including, without limitation, the Chairman of such meeting) attending and participating at a meeting by means of electronic facilities shall be deemed to be present at that meeting for all purposes of the Companies Ordinance and other applicable laws, rules and regulations and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly.

Principal Meeting Place.

meeting.

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

References to a person's participation in the business of a general meeting include without limitation and as relevant the right (including, in the case of a corporation, through its duly authorised representative) to speak or communicate, vote (whether by electronic facilities or not), be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Ordinance and other applicable laws, rules and regulations or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly.

participation in general meeting.

References to electronic facilities include, without electronic facilities. limitation, online platforms, website addresses, webinars,

webcast, video or any form of conference call systems (telephone, video, web or otherwise).

5(B) All or any of the special rights (unless otherwise provided for by the terms of issue) attached to the shares or any class of the shares (if the capital is divided into different classes of shares) may, subject to the provisions of the Companies Ordinance, be varied or abrogated either with the consent in writing of the holders representing at least 75% of the total voting rights of holders of the shares or the shares of that class (if the capital is divided into different classes of shares) or with the sanction of a special resolution passed at a general meeting of the holders of the shares or at a separate general meeting of the holders of the shares of that class (if the capital is divided into different classes of shares). To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be not less than two persons holding or representing by proxy one-third of the total voting rights of holders of shares of that class, and at an adjourned meeting or a postponed meetingone person holding shares of that class or his proxy, and that any holder of shares of the class present in person or by proxy may demand a poll.

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

65. All general meetings other than annual general meetings shall be called extraordinary general meetings. All general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in any part of the world (except that the Principal Meeting Place shall be a location in Hong Kong) and at one or more locations as provided in Article 73A, or as a hybrid meeting as may be determined by the Board in its absolute discretion.

67. An annual general meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days' notice in writing at the least, and a meeting of the Company other than an annual general meeting or a meeting for the passing of a special resolution shall be called by at least fourteen days' notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify (a) the time and date of the meeting, (b)the place of the meeting(and if the meeting is to be held in two or more placesthere is more than one meeting location as determined by the Board pursuant to Article 73A, the principal place of the meeting which shall be a location in Hong Kong (the "Principal Meeting Place")and the other place or places of the meeting), the day and the hour of meetingand (c)the general nature of the business to be dealt with, and. If the general meeting is to be a hybrid meeting, the notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting. The noticeshall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company and also to the Auditors, provided that subject to the provisions of the Companies Ordinance, a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:-

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

  1. in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and
  2. in the case of any other general meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing at least 95% of the total voting rights at the meeting of all the members.

71. If within fifteen minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and (where applicable) suchplace(s) and in such form and manner referred to in Article 65as shall be decided by the Board, and if at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxyshall be a quorum and may transact the business for which the meeting was called.

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

73. Subject to Article 73C,Tthe Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and/orfrom place to place(s) and/or from one form to another (a physical meeting or a hybrid meeting)as the meeting shall determine. Whenever a meeting is adjourned for fourteen days or more, at least seven clear days' notice, specifying the place(s), the day and the hour of the adjourned meetingdetails set out in Article 67shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

73A. (1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations ("Meeting Location(s)") determined by the Board at its absolute discretion. Any member or any proxy attending and participating in such way or any member or any proxy participating in a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

  1. All general meetings are subject to the following:
    1. where a member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

Holding of meeting at two or more locations or as hybrid meeting.

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

(ii)

members present in person (or in the case of a

member being a corporation, by its duly

authorised representative) or by proxy at a

Meeting

Location

and/or

members

participating in a hybrid meeting by means of

electronic facilities shall be counted in the

quorum for and entitled to vote at the meeting

in question, and that meeting shall be duly

constituted and its proceedings valid provided

that the Chairman of the meeting is satisfied

that adequate electronic facilities are available

throughout the meeting to ensure that members

at all Meeting Locations and members

participating in a hybrid meeting by means of

electronic facilities are able to participate in the

business for which the meeting has been

convened;

(iii)

where members attend a meeting by being

present at one of the Meeting Locations and/or

where members participate in a hybrid meeting

by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of a hybrid meeting, the inability of one or more members (in the case of members being corporations, their duly authorised representatives) or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

(iv) if any of the Meeting Locations is outside Hong

Kong and/or in the case of a hybrid meeting,

the provisions of these Articles concerning the

service and giving of notice for the meeting, and

the time for lodging proxies, shall apply by

reference to the Principal Meeting Place.

73B.

The Board and, at any general meeting, the Chairman of the

meeting may from time to time make arrangements for

managing attendance and/or participation and/or voting

at the Principal Meeting Place and/or any Meeting

Location(s) and/or participation and/or voting in a hybrid

meeting by means of electronic facilities (whether involving

the issue of tickets or some other means of identification,

passcode, seat reservation, electronic voting or otherwise)

as it/he shall in its/his absolute discretion consider

appropriate, and may from time to time change any such

arrangements, provided that a member who, pursuant to

such arrangements, is not permitted to attend, in person (or

in the case of a member being a corporation, by its duly

authorised representative) or by proxy, at any Meeting

Location shall be entitled so to attend at one of the other

Meeting Locations; and the entitlement of any member so to

attend the meeting or adjourned meeting or postponed

meeting at such Meeting Location or Meeting Locations

shall be subject to any such arrangement as may be for the

time being in force and by the notice of meeting or

adjourned meeting or postponed meeting stated to apply to

the meeting.

73C.

If it appears to the Chairman of the general meeting that:

(i)

the electronic facilities at the Principal Meeting Place

or at such other Meeting Location(s) at which the

meeting may be attended have become inadequate for

the purposes referred to in Article 73A(1) or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting; or

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

(ii)

in the case of a hybrid meeting, electronic facilities

being made available by the Company have become

inadequate; or

(iii)

it is not possible to ascertain the view of those present

or to give all persons entitled to do so a reasonable

opportunity to communicate and/or vote at the

meeting; or

(iv)

there is violence or threat of violence, unruly

behaviour or other disruption occurring at the

meeting or it is not possible to secure the proper and

orderly conduct of the meeting;

then, without prejudice to any other power which the Chairman of the meeting may have under these Articles or at common law, the Chairman may, at his absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

73D. The Board and, at any general meeting, the Chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the Chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

73E.

If, after the sending of notice of a general meeting but before

the meeting is held, or after the adjournment of a meeting

but before the adjourned meeting is held (whether or not

notice of the adjourned meeting is required), the Board, in its absolute discretion, considers that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the notice calling the meeting, it may (a) postpone the meeting to another date and/or time, and/or (b) change the place and/or electronic facilities and/or form of the meeting (including, without limitation, a physical meeting or a hybrid meeting), without approval from the members. Without prejudice to the generality of the foregoing, the Board shall have the power to provide in every notice calling a general meeting the circumstances in which such a change or postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a gale warning or black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

(i)

when either (1) a meeting is postponed, or (2) there is

a change in the place and/or electronic facilities

and/or form of the meeting, the Company shall (a)

endeavour to post a notice of such change or

postponement on the Company's website as soon as

reasonably practicable (provided that failure to post

such a notice shall not affect the automatic change or

automatic postponement of such meeting); and (b)

subject to and without prejudice to Article 73, unless

already specified in the original notice of the meeting

or included in the notice posted on the Company's

website above, the Board shall fix the date, time, place

(if applicable) and electronic facilities (if applicable)

for the changed or postponed meeting, specify the

date and time by which proxies shall be submitted in

order to be valid at such changed or postponed

meeting (provided that any proxy submitted for the

original meeting shall continue to be valid for the

changed or postponed meeting unless revoked or

replaced by a new proxy), and shall give the members

reasonable notice (given the circumstances) of such

details in such manner as the Board may determine;

and

(ii)

notice of the business to be transacted at the changed

or postponed meeting shall not be required, nor shall

any accompanying documents be required to be

recirculated, provided that the business to be

transacted at the changed or postponed meeting is the

same as that set out in the original notice of general

meeting circulated to the members.

73F.

All persons seeking to attend and participate in a hybrid

meeting shall be responsible for maintaining adequate

facilities to enable them to do so. Subject to Article 73C, any

inability of a person or persons to attend or participate in a

general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

73G.

Without prejudice to other provisions in Articles 73A to 73F,

a physical meeting may also be held by means of such

telephone, electronic or other communication facilities as

permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

  1. If a poll is demanded as aforesaid, it shall (subject as provided in Article 76) be taken in such manner (including the use of ballot or voting papers or tickets or through e-votingplatform) and at such time and place, not being more than thirty days from the date of the meeting or adjourned meeting or postponed meeting at which the poll was demanded, as the Chairman directs. No notice need be given of a poll not taken immediately. The Chairman may determine that the results of the poll, if certified by scrutineer(s) appointed by the Company or the Chairman or a Director or the Secretary, shall be published on the Company's website without the requirement for the results being declared at any meeting or adjourned meeting or postponed meeting. The publication on the Company's website of the results of the relevant poll which shows that a resolution has been carried or lost or has or has not been carried by any particular majority, and an entry to that effect in the minutes of the proceedings of the Company, shall, in the absence of manifest error, be conclusive evidence of such fact.The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting or the taking of the poll, whichever is the earlier.
  2. Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment or postponementshall be taken at the meeting and without adjournment or postponement.

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

  1. Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting on a show of hands every member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative shall have one vote. If a member appoints more than one proxy, the proxies so appointed are not entitled to vote on the resolution on a show of hands. On a poll every member present in person or by proxy shall have one vote for every share of which he is the holder which is fully paid up or credited as fully paid up (but so that no amount paid up or credited as paid up on a share in advance of calls or instalments shall be treated for the purposes of this Article as paid up on the share). On a poll a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. Votes (whether on a show of hands or a poll) may be cast by such means, electronic or otherwise, as the Directors or the Chairman of the meeting may determine.
  2. Any person entitled under Article 46 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting or postponed meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

84(C) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or postponed meetingat which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman, whose decision shall be final and conclusive.

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

86A.

The instrument appointing a proxy shall be in writing and if

the Board in its absolute discretion determines, may be

contained in an electronic communication, and: (i) if in

writing but not contained in an electronic communication,

under the hand of the appointor or of his attorney duly

authorised in writing, or if the appointor is a corporation,

either under seal or under the hand of an officer or attorney

duly authorised.; or (ii) in the case of an appointment

contained in an electronic communication, submitted by or

on behalf of the appointer, subject to such terms and

conditions and authenticated in such manner as the Board

may in its absolute discretion determine.

86B.

The Company may, at its absolute discretion, designate

from time to time an electronic address or an electronic

means of submission for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address or electronic means of submission is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address or by such electronic means of submission, subject as hereafter provided and subject to any other limitations or conditions or requirements specified by the Company when providing the electronic address or electronic means of submission. Without limitation, the Company may from time to time determine that any such electronic address or electronic means of submission may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses or electronic means of submission for different purposes. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address or via its designated electronic means of submission provided in accordance with this Article or if no electronic address or electronic means of submission is so designated by the Company for the receipt of such document or information.

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

87. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be (i) deposited at the registered office of the Company or at such other place as is specified in the notice of meeting or in the instrument of proxy issued by the Company or, (ii) if an electronic address or electronic means of submission in accordance with the preceding Articleis specified by the Company,in the notice of meeting or in the instrument of proxy issued by the Company,specifically for the purpose of receiving such instruments and the aforesaid authorities and documents for that meeting, sent or transmitted by electronic means to such electronic address or via the electronic means of submission so specifiedsubject to any conditions or limitations imposed by the Company, in each case not less than forty-eight hours before the time for holding the meeting or adjourned meeting or postponed meetingat which the person named in such instrument proposes to vote or, in the case of a poll taken more than forty-eight hours after it was demanded, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. In calculating the periods mentioned above, no account is to be taken of any part of a day that is a public holiday. No instrument appointing a proxy shall be valid after expiration of twelve months from the date of its execution, except at an adjourned meeting or a postponed meetingor on a poll demanded at a meeting or an adjourned meeting or a postponed meeting in cases where the meeting was originally held within twelve months from such date. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

  1. The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit provided that any form issued to a member for use by him for appointing a proxy to attend and vote at an extraordinary general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the member, according to his intention, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any business; and (ii) unless the contrary is stated therein, be valid as well for any adjournment or postponementof the meeting as for the meeting to which it relates.
  2. A vote given in accordance with the terms of an instrument of proxy or power of attorney or by the duly authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its registered office, or at such other place as is referred to in Article 87, at least two hours before the commencement of the meeting or adjourned meeting or postponed meeting at which the proxy is used.

172. Any notice or document (including any "corporate communication" as defined in the Listing Rules and any amendments thereto for the time being in force), whether or not to be given or issued under the statutes, other applicable laws, rules and regulations or these presents from the Company, may be served or delivered by the Company upon any member of, and any holder of debentures of, the Company and to any other person who is entitled to receive notices of general meeting of the Company under the provisions of the statutes and of these presents in the following manner:

- 34 -

APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

(a) in hard copy form either (i) personally or (ii) by hand

to, or by sending it through the post (if sent to an

address outside Hong Kong, by airmail or any

equivalent service that is no slower) in a prepaid

envelope or wrapper addressed to, the member 's

address as shown in the register;

(b)

by advertisement in English in at least one English

language newspaper and in Chinese in at least one

Chinese newspaper, and for such period as the Board

shall think fit to the extent permitted by, and in

accordance with the statutes and other applicable

laws, rules and regulations;

(c)

in electronic form:

(i)

personally; or

(ii)

by hand to, or by sending it through the post (if

sent to an address outside Hong Kong, by

airmail or an equivalent service that is no

slower) in a prepaid envelope or wrapper

addressed to, the member 's address as shown in

the register; or

(iii)

by sending or transmitting it as an electronic

communication to the member at any telex or

facsimile transmission number or electronic

number or electronic address supplied by such member to the Company for the giving of notice or document from the Company to him to the extent permitted by, and in accordance with the Companies Ordinance and other applicable laws, rules and regulations;

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APPENDIX III

CHANGES INTRODUCED BY

THE NEW ARTICLES OF ASSOCIATION

Article

Provisions in the New Articles of Association (showing changes to the

No.

existing Articles of Association)

(d) by publishing it on the Company's website and giving to the member a notice in accordance with the statutes, other applicable laws, rules and regulations stating that the notice or other document is available there (a "notice of publication") to the extent permitted by, and in accordance with the statutes and other applicable laws, rules and regulations. The notice of publication may be given to such member by any of the means set out in paragraphs (a), (b), (c)(iii) or (e) of this Article; or

(e) by sending or otherwise making available to such member through such means to the extent permitted by, and in accordance with, the statutes and other applicable laws, rules and regulations.

Subject to the statutes and other applicable laws, rules and regulations, any notice or other documents (including "corporate communication" abovementioned) may be given by the Company in the English language only, in the Chinese language only or in both. Where a person has in accordance with the statutes and other applicable laws, rules and regulations consented to receive notices and other documents (including "corporate communication" abovementioned) from the Company in the English language only or the Chinese language only but not both, it shall be sufficient for the Company to serve on or deliver to him any such notice or document in such language only in accordance with these presents unless and until there is a notice of revocation or amendment of such consent given or deemed to have been given by such person to the Company in accordance with the statutes and other applicable laws, rules and regulations which shall have effect in respect of any notice or document to be served on or delivered to such person subsequent to the giving of such notice of revocation or amendment.

- 36 -

NOTICE OF ANNUAL GENERAL MEETING

(incorporated in Hong Kong with limited liability)

(Stock Code: 0017)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of New World Development Company Limited (新世界發展有限公司) (the "Company") will be held at Meeting Room S221 (Harbour Road Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 26 November 2020 at 11:45 a.m. for the following purposes:

  1. To consider and adopt the audited Financial Statements and the Reports of the Directors and the Independent Auditor for the year ended 30 June 2020.
  2. To declare a final dividend.
  3. To re-elect Directors and authorise the Board of Directors to fix their remuneration, including:
    1. to re-elect Dr. Cheng Kar-Shun, Henry as Director;
    2. to re-elect Mr. Doo Wai-Hoi, William as Director;
    3. to re-elect Mr. Cheng Kar-Shing, Peter as Director;
    4. to re-elect Mr. Liang Cheung-Biu, Thomas as Director;
    5. to re-elect Ms. Cheng Chi-Man, Sonia as Director;
    6. to re-elect Ms. Huang Shaomei, Echo as Director;
    7. to re-elect Ms. Chiu Wai-Han, Jenny as Director; and
    8. to authorise the Board of Directors to fix the remuneration of the Directors.
  4. To re-appoint Messrs. PricewaterhouseCoopers as Auditor and authorise the Board of Directors to fix their remuneration.

- 37 -

NOTICE OF ANNUAL GENERAL MEETING

5. As special business to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

"THAT:

  1. subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in connection with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
  2. the total number of shares of the Company which the Directors of the Company is authorised to buy back pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and
  3. for the purposes of this resolution,
    "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and
    3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

6. As special business to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

"THAT:

  1. subject to paragraph (c) below and pursuant to Sections 140 and 141 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power to issue shares of the Company be and is hereby generally and unconditionally approved;
  2. the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power to issue shares of the Company after the end of the Relevant Period;
  3. the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time; (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iv) an issue of shares upon conversion by the bondholders of their bonds into shares of the Company in accordance with the terms and conditions of an issue of convertible guaranteed bonds by the Company or a special purpose subsidiary wholly owned by the Company, shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing this resolution, provided that if any subsequent consolidation or subdivision of shares of the Company is effected, the maximum number of shares of the Company that may be issued and allotted under the mandate in paragraph (a) above as a percentage of the total number of issued shares of the Company at the date immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly;

- 39 -

NOTICE OF ANNUAL GENERAL MEETING

  1. any shares of the Company to be allotted and issued (whether wholly or partly for cash or otherwise) pursuant to the mandate in the above paragraphs of this resolution shall not be at a discount of more than 15% to the Benchmarked Price (as hereinafter defined) of such shares of the Company; and
  2. for the purpose of this resolution,
    "Benchmarked Price" means the price which is the higher of:
    1. the closing price of the shares of the Company as quoted on The Stock Exchange of Hong Kong Limited on the date of the agreement involving the relevant proposed issue of shares of the Company; and
    2. the average closing price as quoted on The Stock Exchange of Hong Kong Limited of the shares of the Company for the five trading days immediately preceding the earliest of:
      1. the date of announcement of the transaction or arrangement involving the relevant proposed issue of shares of the Company;
      2. the date of the agreement involving the relevant proposed issue of shares of the Company; and
      3. the date on which the price of shares of the Company that are proposed to be issued is fixed;

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

  1. the conclusion of the next annual general meeting of the Company;
  2. the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and
  3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

- 40 -

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company)."

7. As special business to consider and, if thought fit, pass with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

"THAT:

  1. subject to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the terms and conditions of the share option scheme adopted by the shareholders of the Company on 22 November 2016 (the "Share Option Scheme"), a mandate be and is hereby unconditionally given to the Directors of the Company to exercise during the Relevant Period (as defined in paragraph (c) below) all the powers of the Company to grant options to subscribe for shares of the Company and/or to make or grant offers of options under the Share Option Scheme that would or might require shares of the Company to be allotted and/or options to be granted under the Share Option Scheme;
  2. the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to grant options and/or make offers of options under the Share Option Scheme which would or might require shares of the Company to be allotted and/or options to be granted under the Share Option Scheme after the end of the Relevant Period;
  3. for the purpose of this resolution,
    "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by law to be held; and

- 41 -

NOTICE OF ANNUAL GENERAL MEETING

  1. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

8. As special business to consider and, if thought fit, pass with or without modifications, the following resolution as a special resolution:

SPECIAL RESOLUTION

"THAT the new articles of association of the Company (the "New Articles of Association"), a copy of which has been produced to this meeting marked "A" and for identification purpose signed by the Chairman of the meeting, be and is hereby approved and adopted in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect after the close of this meeting and that the Directors of the Company be and are hereby authorised to do all things necessary to implement the adoption of the New Articles of Association."

By Order of the Board

Wong Man-Hoi

Company Secretary

Hong Kong, 28 October 2020

Notes:

  1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.
  2. To be valid, a proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be lodged with the Company's share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting (i.e. on Tuesday, 24 November 2020 at 11:45 a.m.) or any adjournment thereof (as the case may be).
  3. The register of members of the Company will be closed from Thursday, 19 November 2020 to Thursday, 26 November 2020, both days inclusive, during which period no transfer of shares will be effected. In order to determine the entitlement to attend and vote at the Annual General Meeting, all share transfers accompanied by the relevant share certificates, must be lodged with the Company's share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 18 November 2020.
  4. If a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at any time between 7:45 a.m. to 11:45 a.m. on Thursday, 26 November 2020, the Annual General Meeting will not be held on that day but will be automatically postponed. The Company will publish an announcement on its website and on the website of the Stock Exchange to notify members of the Company of the date, time and location of the rescheduled meeting.
  5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
  6. As at the date of this notice, the Board of Directors of the Company comprises (a) seven executive directors, namely Dr. Cheng Kar-Shun, Henry, Dr. Cheng Chi-Kong, Adrian, Mr. Cheng Chi-Heng, Ms. Cheng Chi-Man, Sonia, Mr. Sitt Nam-Hoi, Ms. Huang Shaomei, Echo and Ms. Chiu Wai-Han, Jenny;
    1. two non-executive directors, namely, Mr. Doo Wai-Hoi, William and Mr. Cheng Kar-Shing, Peter; and
    2. six independent non-executive directors, namely Mr. Yeung Ping-Leung, Howard, Mr. Cha Mou-Sing, Payson (alternate director to Mr. Cha Mou-Sing, Payson: Mr. Cha Mou-Zing, Victor), Mr. Ho Hau-Hay, Hamilton, Mr. Lee Luen-Wai, John, Mr. Liang Cheung-Biu, Thomas and Mr. Ip Yuk-Keung, Albert.

- 42 -

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of the circular of the Company dated 28 October 2020 for the measures being taken to prevent and control the spread of the COVID-19 at the Annual General Meeting, including but not limited to:

  1. Compulsory body temperature check
  2. Compulsory wearing of surgical face mask
  3. Maintaining a safe distance between seats
  4. No provision of refreshments or beverages
  5. No distribution of coupons for subsequent consumption

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the Annual General Meeting venue.

In light of the continuing risks posed by the COVID-19 and as part of the Company's control measures to safeguard the health and safety of the shareholders of the Company (the "Shareholders"), the Company strongly encourages the Shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified in note 2 above, instead of attending the Annual General Meeting in person.

- 43 -

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New World Development Co. Ltd. published this content on 27 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 October 2020 09:44:01 UTC