China Properties : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF THE RETIRING DIRECTORS, RE-APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Properties Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1838)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

REPURCHASE SHARES,

RE-ELECTION OF THE RETIRING DIRECTORS,

RE-APPOINTMENT OF

INDEPENDENT NON-EXECUTIVE DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Properties Group Limited to be held at 14th Floor, Wheelock House, 20 Pedder Street, Central, Hong Kong on Friday, 28 June, 2019 at 10 : 00 a.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk).

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar of the Company in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so wish.

30 April, 2019

CONTENTS

		Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Repurchase and Issuance Mandates . . . . . . . . . . . . .	4

3.Proposed Re-election of the Retiring Directors

	and Re-appointment of Independent Non-executive Directors . . . . . . . . . . .	4
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I - Explanatory Statement for the Repurchase Mandate . . . . . . . . . . . . . . .	7
Appendix II - Details of the Retiring Directors Proposed to be Re-elected
	and the Independent Non-executive Directors Proposed
	to be Re-appointed at the Annual General Meeting . . . . . . . . . . . . . . .	10
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

- i -

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

- ii -

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

''Annual General	the annual general meeting of the Company to be held at 14th
Meeting''	Floor, Wheelock House, 20 Pedder Street, Central, Hong Kong
	on Friday, 28 June, 2019 at 10 : 00 a.m. to consider and, if
	appropriate, to approve the resolutions contained in the notice of
	the meeting which is set out on pages 17 to 21 of this circular, or
	any adjournment thereof
''Annual Report''	annual report of the Company in respect of the year ended 31
	December, 2018
''Board''	the board of Directors
''Company''	China Properties Group Limited, a company incorporated in the
	Cayman Islands with limited liability and the shares of which are
	listed on the Stock Exchange
''Director(s)''	the director(s) of the Company
''Group''	the Company and its subsidiaries from time to time
''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
''Issuance Mandate''	as defined in paragraph 2(b) of the Letter from the Board
''Latest Practicable	25 April, 2019, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information
	contained herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Repurchase Mandate''	as defined in paragraph 2(a) of the Letter from the Board
''SFO''	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong
''Share(s)''	ordinary share(s) of HK$0.10 each in the capital of the Company
	(or of such other nominal amount as shall result from a sub-
	division, consolidation, reclassification or reconstruction of the
	share capital of the Company from time to time)
''Shareholder(s)''	holder(s) of the Share(s)

- 1 -

DEFINITIONS

''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	The Hong Kong Code on Takeovers and Mergers

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