Country Garden : MONTHLY RETURN FOR THE MONTH ENDED 30 APRIL 2019

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy):

30/04/2019

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer		Country Garden Holdings Company Limited
Date Submitted		06/05/2019
I. Movements in Authorised Share Capital
1. Ordinary Shares
(1) Stock code:	2007		Description:	Ordinary Shares
								Par value		Authorised share
					No. of ordinary	(State		capital
					shares	currency)		(State currency)
Balance at close of preceding month	100,000,000,000		HK$0.10		HK$10,000,000,000
Increase/(decrease)				0					HK$0
Balance at close of the month	100,000,000,000		HK$0.10		HK$10,000,000,000
(2) Stock code:	N/A		Description:
								Par value		Authorised share
					No. of ordinary	(State		capital
					shares	currency)		(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month

March 2019

2. Preference Shares

Stock code:

N/A

Description:

No. of

Par value

Authorised share

preference

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month

3. Other Classes of Shares

Stock code:

N/A

Description:

No. of other

Par value

Authorised share

classes of

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month

Total authorised share capital at the end of the month

HK$10,000,000,000

(State currency):

II. Movements in Issued Share Capital

No. of ordinary shares

No. of

preference

No. of other

(1)

(2)

shares

classes of shares

Balance at close of

preceding month

21,647,865,197

N/A

N/A

N/A

Increase/ (decrease)

during the month

12,356,027

N/A

N/A

N/A

Balance at close of

the month

21,660,221,224

N/A

N/A

N/A

March 2019

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share						No. of new shares	No. of new shares
	option scheme						of issuer issued	of issuer which may
	including EGM						during the month	be issued pursuant
	approval date			Movement during the month		pursuant thereto	thereto as at close
	(dd/mm/yyyy) and					of the month
	class of shares
	issuable		Granted	Exercised	Cancelled	Lapsed
	1.Share Option
	Scheme adopted
	by shareholders
	exercise price:
	HK$4.773
(20/03/2007)
	ordinary shares	0	0	0	0	0	2,863,258

(Note 1)

2.Share Option Scheme adopted by shareholders exercise price: HK$3.332

(20/03/2007)

ordinary shares

0

0

0

0

0

0*

(Note 1)

3.Share Option Scheme adopted by shareholders exercise price: HK$3.106

(20/03/2007)

ordinary shares

0

0

0

0

0

0*

(Note 1)

March 2019

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer) (Continued)

Particulars of share						No. of new shares	No. of new shares
	option scheme						of issuer issued	of issuer which may
	including EGM						during the month	be issued pursuant
	approval date			Movement during the month		pursuant thereto	thereto as at close
	(dd/mm/yyyy) and					of the month
	class of shares
	issuable		Granted	Exercised	Cancelled	Lapsed
	4.Share Option
	Scheme adopted
	by shareholders
	exercise price:
	HK$3.740
(20/03/2007)
	ordinary shares	0	0	0	0	0	0*

(Note 1)

5.Share Option Scheme adopted by shareholders exercise price: HK$8.250

(18/05/2017)

ordinary shares

0

0

0

0

0

0*

(Note 1)

6.Share Option Scheme adopted by shareholders exercise price: HK$10.100

(18/05/2017)

ordinary shares

0

0

0

0

0

0*

(Note 1)

March 2019

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer) (Continued)

Particulars of share

No. of new shares

No. of new shares

option scheme

of issuer issued

of issuer which may

including EGM

during the month

be issued pursuant

approval date

Movement during the month

pursuant thereto

thereto as at close

(dd/mm/yyyy) and

of the month

class of shares

issuable

Granted

Exercised

Cancelled

Lapsed

7.Share Option

Scheme adopted

by shareholders

exercise price:

HK$12.980

(18/05/2017)

ordinary shares

0

0

0

0

0

0*

(Note 1)

8.Share Option Scheme adopted by shareholders exercise price: HK$16.460

(18/05/2017)

ordinary shares

0

0

0

0

0

0*

(Note 1)

9.Share Option Scheme adopted by shareholders exercise price: HK$16.280

(18/05/2017)

ordinary shares

0

0

0

0

0

0*

(Note 1)

March 2019

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer) (Continued)

Particulars of share

No. of new shares

No. of new shares

option scheme

of issuer issued

of issuer which may

including EGM

during the month

be issued pursuant

approval date

Movement during the month

pursuant thereto

thereto as at close

(dd/mm/yyyy) and

of the month

class of shares

issuable

Granted

Exercised

Cancelled

Lapsed

10.Share Option

Scheme adopted

by shareholders

exercise price:

HK$16.720

(18/05/2017)

ordinary shares

0

0

0

0

0

6,517,965

(Note 1)

11.Share Option Scheme adopted by shareholders exercise price: HK$12.240

(18/05/2017)

ordinary shares

0

0

0

0

0

0*

(Note 1)

12.Share Option Scheme adopted by shareholders exercise price: HK$9.654

(18/05/2017)

ordinary shares

0

0

0

0

0

0*

(Note 1)

March 2019

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer) (Continued)

Particulars of share

No. of new shares

No. of new shares

option scheme

of issuer issued

of issuer which may

including EGM

during the month

be issued pursuant

approval date

Movement during the month

pursuant thereto

thereto as at close

(dd/mm/yyyy) and

of the month

class of shares

issuable

Granted

Exercised

Cancelled

Lapsed

13.Share Option

Scheme adopted

by shareholders

exercise price:

HK$12.0440

(18/05/2017)

ordinary shares

0

0

0

0

12,356,027

0*

(Note 1)

Total A. (Ordinary shares)

12,356,027

(Preference shares)

N/A

(Other class)

N/A

Total funds raised during the month from exercise

of options (State currency)

HK$0

* No. of share options as at 30 April 2019: 12,274,192 share options (unvested)

March 2019

Warrants to Issue Shares of the Issuer which are to be Listed

					No. of new	No. of new
					shares of	shares of
					issuer	issuer which
					issued	may be
					during the	issued
		Nominal value			month	pursuant
	Currency	at close of	Exercised	Nominal value	pursuant	thereto as at
Description of warrants	of nominal	preceding	during the	at close of the	thereto	close of the
(Date of expiry - dd/mm/yyyy)	value	month	month	month		month

1.N/A

(	/	/	)
	Stock code (if listed)
	Class of shares
	issuable (Note 1)
	Subscription price
	EGM approval date
	(if applicable)
	(dd/mm/yyyy)
2. N/A
(	/	/	)
	Stock code (if listed)
	Class of shares
	issuable (Note 1)
	Subscription price
	EGM approval date
	(if applicable)
	(dd/mm/yyyy)
3. N/A
(	/	/	)
	Stock code (if listed)

Class of shares issuable (Note 1)

Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

(	/	/	)

(	/	/	)

(

/

/

)

March 2019

Warrants to Issue Shares of the Issuer which are to be Listed (Continued)

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

Nominal value

month

pursuant

Currency

at close of

Exercised

Nominal value

pursuant

thereto as at

Description of warrants

of nominal

preceding

during the

at close of the

thereto

close of the

(Date of expiry - dd/mm/yyyy)

value

month

month

month

month

4. N/A

(

/ /

)

Stock code (if listed)

Class of shares

issuable (Note 1)

Subscription price

EGM approval date

(if applicable)

(dd/mm/yyyy)

( / /

)

Total B. (Ordinary shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

March 2019

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

					No. of new	No. of new
					shares of	shares of
					issuer	issuer which
					issued	may be issued
					during the	pursuant
		Amount at			month	thereto as at
	Currency of	close of	Converted	Amount at	pursuant	close of the
	amount	preceding	during the	close of the	thereto	month
Class and description	outstanding	month	month	month

1.4.50% Secured Guaranteed Convertible Bonds due 2023

HK$

7,830 million

0

7,830 million

0

622,218,690

Stock code (if listed) Class of shares issuable (Note 1)Subscription price EGM approval date (if applicable) (dd/mm/yyyy)

2.N/A

N/A

Ordinary Shares

HK$12.584

(

/

/

)

Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)	( / /	)
3. N/A

Stock code (if listed)
Class of shares
issuable (Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)	( / /	)

March 2019

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed) (Continued)

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

month

pursuant

Amount at

pursuant

thereto as at

Currency of

close of

Converted

Amount at

thereto

close of the

amount

preceding

during the

close of the

month

Class and description

outstanding

month

month

month

4. N/A

Stock code (if listed)

Class of shares

issuable (Note 1)

Subscription price

EGM approval date

(if applicable)

(dd/mm/yyyy)

( / /

)

Total C. (Ordinary shares)

N/A

(Preference shares)

N/A

(Other class)

N/A

March 2019

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

					No. of new shares	No. of new shares of
					of issuer issued	issuer which may be
					during the month		issued pursuant
					pursuant thereto
					thereto as at close of
Full particulars including EGM approval date (dd/mm/yyyy),					the month
if applicable, and class of shares issuable:
1.	N/A
	(	/	/	)
	shares(Note 1)
2.	N/A
	(	/	/	)
	shares(Note 1)
3.	N/A
	(	/	/	)
	shares(Note 1)
	Total D. (Ordinary shares)	N/A
	(Preference shares)	N/A
	(Other class)	N/A

March 2019

Other Movements in Issued Share Capital

No. of new

No. of new

shares of issuer

shares of

issued during the

issuer which

month pursuant

may be

thereto

issued

pursuant

thereto as at

close of the

Type of Issue

month

Class

of

shares

N/A

issuable (Note 1)

________

1.

Rights issue

At

State

Issue and allotment

price:

currency

date: (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

(

/

/

)

Class

of

shares

N/A

issuable (Note 1)

________

2.

Open offer

At

State

Issue and allotment

price:

currency

date: (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

(

/

/

)

Class

of

shares

N/A

issuable (Note 1)

________

3.

Placing

At

State

Issue and allotment

price:

currency

date: (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

(

/

/

)

March 2019

Other Movements in Issued Share Capital (Continued)

No. of new

No. of new

shares of issuer

shares of

issued during

issuer which

the month

may be issued

pursuant thereto

pursuant

thereto as at

close of the

month

Type of Issue

Class

of

shares

N/A

issuable (Note 1)

________

4.

Bonus issue

Issue and allotment

date: (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

(

/

/

)

Class

of

shares

N/A

issuable (Note 1)

________

5.

Scrip dividend

At

State

Issue and allotment

price:

currency

date: (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

(

/

/

)

6.

Repurchase of

Class

of

shares

N/A

repurchased

shares

________

(Note 1)

Cancellation date:

(dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

(

/

/

)

March 2019

Other Movements in Issued Share Capital (Continued)

No. of new

No. of new

shares of issuer

shares of

issued during the

issuer which

month pursuant

may be

thereto

issued

pursuant

thereto as at

close of the

Type of Issue

month

Class

of

shares

N/A

redeemed (Note 1)

________

7.

Redemption of

Redemption date:

shares

(dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

(

/

/

)

Class

of

shares

N/A

issuable (Note 1)

________

8.

Consideration

At

State

Issue and allotment

issue

price:

currency

date: (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

(

/

/

)

Class

of

shares

N/A

issuable (Note 1)

________

9.

Capital

Issue and allotment

reorganisation

date: (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

(

/

/

)

March 2019

Other Movements in Issued Share Capital (Continued)

									No. of new	No. of new
								shares of issuer	shares of
								issued during the	issuer which
								month pursuant	may be
									thereto	issued
										pursuant
										thereto as at
										close of the
Type of Issue										month
				Class of shares			N/A
				issuable (Note 1)	________
10. Other	At	State
(Please		Issue and allotment
price:	currency
specify)		date: (dd/mm/yyyy)	(	/	/	)
				EGM approval date:
				(dd/mm/yyyy)	(	/	/	)

Total E. (Ordinary shares)	N/A
(Preference shares)	N/A
(Other class)	N/A

Total increase	/ (decrease)	in ordinary shares during the month (i.e. Total of A to E): (1)	12,356,027
(2)	N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):	N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):	N/A

(These figures should be the same as the relevant figures under II above ("Movements in Issued Share Capital").)

March 2019

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

(i)all money due to the listed issuer in respect of the issue of securities has been received by it;

(ii)allpre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;

(iii)all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

(iv)all the securities of each class are in all respects identical(Note 3);

(v)all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

(vi)all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

(vii)completion has taken place of the purchase by the issuer of all property shown in the listing documentto have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

(viii)the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed andexecuted, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any):

Submitted by: LUO Jie

Title: Joint Company Secretary

(Director, Secretary or other duly authorised officer)

March 2019

Notes:

1.State the class of shares (e.g. ordinary, preference or other).

2.Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.

3."Identical" means in this context:

the securities are of the same nominal value with the same amount called up or paid up;

they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

4.If there is insufficient space, please append the prescribed continuation sheet.

March 2019