THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all your shares in Beijing Properties (Holdings) Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker 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 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.

BEIJING PROPERTIES (HOLDINGS) LIMITED

北 京 建 設( 控 股 )有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 925)

    1. PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES;
  1. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND
    1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM (as defined herein) of Beijing Properties (Holdings) Limited to be held at 66th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong at 11:00 a.m. on 15 June 2021, Tuesday is set out on pages 17 to 22 of this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of the Company (www.bphl.com.hk) and The Stock Exchange of Hong Kong Limited (www.hkex.com.hk).

Whether or not you are able to attend the AGM, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 54, 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 AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of shareholders of the Company and to prevent the spreading of the novel coronavirus disease (COVID-19) pandemic, the following precautionary measures will be implemented at the annual general meeting:

  1. Limiting the number of the AGM attendees to avoid over-crowding
  2. Maintaining an appropriate social distancing between seats
  3. Compulsory body temperature screening/checks
  4. Compulsory wearing of surgical face mask
  5. No provision of food or beverages and no distribution of gifts

For the health and safety of shareholders of the Company, the Company would strongly encourage shareholders of the Company 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 forms of proxy by the time specified above, instead of attending the annual general meeting in person.

12 May 2021

CONTENTS

Page

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

Proposed general mandates to issue and to repurchase shares.. . . . . . . . . . . . . . . . . .

4

Proposed re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

Voting at Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

APPENDIX II - DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTEDAT THE AGM . . . . . . . . . . . . . . . . . . . .

11

NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

- i -

DEFINITIONS

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

"AGM"

annual general meeting of the Company to be held at 66th

Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong

Kong on Tuesday, 15 June 2021 at 11:00 a.m., the notice of

which is set out on pages 17 to 22 of this circular

"associate"

has the meaning ascribed to it under the Listing Rules

"Board"

the board of Directors

"Bye-Laws"

the bye-laws of the Company in force from time to time

"Companies Act"

The Companies Act 1981 of Bermuda, as amended from

time to time

"Company"

Beijing Properties (Holdings) Limited (Stock Code: 925), a

company incorporated in Bermuda with limited liability, the

shares of which are listed on the Stock Exchange

"Directors(s)"

the director(s) of the Company

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Issue Mandate"

the issue mandate proposed to be granted to the Directors

at the AGM to issue further new Shares not exceeding 20%

of the issued share capital of the Company as at the date of

passing the resolution approving such mandate

"Latest Practicable Date"

6 May 2021, being the latest practicable date prior to the

printing of this circular for purpose of ascertaining certain

information contained herein

- 1 -

DEFINITIONS

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange

"Repurchase Mandate"

the repurchase mandate proposed to be granted to the

Directors at the AGM to repurchase up to 10% of the

issued share capital of the Company as at the date of

passing the resolution approving such mandate

"SFO"

the Securities and Futures Ordinance (Chapter 571 of Laws

of Hong Kong)

"Share(s)"

share(s) of HK$0.1 each in the share capital of the

Company

"Shareholder(s)"

holders of Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Takeovers Code"

the Hong Kong Code on Takeovers and Mergers

"%"

per cent

- 2 -

LETTER FROM THE BOARD

BEIJING PROPERTIES (HOLDINGS) LIMITED

北 京 建 設( 控 股 )有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 925)

Executive Directors:

Registered office:

Mr. Qian Xu (Chairman)

Clarendon House

Mr. Siu Kin Wai (Chief Executive Officer)

2 Church Street

Mr. Zhao Jiansuo

Hamilton HM 11

Mr. Zhang Xudong (President)

Bermuda

Mr. Dong Qilin

Mr. Li Changfeng

Head office and principle place of

Mr. Cheng Ching Fu (Chief Financial Officer)

business in Hong Kong:

Mr. Yu Luning

66th Floor

Mr. Ng Kin Nam

Central Plaza

18 Harbour Road

Independent Non-Executive Directors:

Wanchai, Hong Kong

Mr. Goh Gen Cheung

Mr. Zhu Wuxiang

Mr. James Chan

Mr. Song Lishui

Mr. Xie Ming

12 May 2021

To the Shareholders

Dear Sir/Madam,

    1. PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES;
  1. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND
    1. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of (i) the granting of the Issue Mandate and the Repurchase Mandate; (ii) proposed re-election of the retiring Directors; and to give you notice of the AGM.

- 3 -

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Beijing Properties (Holdings) Limited published this content on 11 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 10:29:02 UTC.