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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Properties Investment Holdings Limited, you should at once hand this Circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

CHINA PROPERTIES INVESTMENT HOLDINGS LIMITED

中國置業投資控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 736)

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE NEW SHARES AND TO REPURCHASE SHARES OF THE COMPANY; PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS;

AND

NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY

A notice convening the annual general meeting of the Company to be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 9 September 2020 at 10:00 a.m. is set out on pages 14 to 17 of this Circular. A form of proxy for use at the annual general meeting is enclosed with this Circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.736.com.hk).

PRECAUTIONARY MEASURES AND SPECIAL ARRANGEMENTS FOR

THE ANNUAL GENERAL MEETING

Considering the outbreak of the coronavirus (COVID-19), certain measures will be implemented at the annual general meeting with a view to addressing the risk to attendees of infection, including, without limitation, (i) all attendees being required to (a) undergo compulsory body temperature check; and (b) wear surgical masks prior to admission to the annual general meeting venue;

  1. attendees who are subject to health quarantine prescribed by the HKSAR Government not being admitted to the annual general meeting venue; (iii) all attendees being required to wear surgical masks throughout the annual general meeting; and (iv) no refreshment packs or coffee/tea being provided.

The Company reminds attendees that they should carefully consider the risks of attending the annual general meeting, taking into account their own personal circumstances. Furthermore, the Company would like to remind Shareholders that physical attendance in person at the annual general meeting is not necessary for the purpose of exercising their voting rights and strongly recommends that Shareholders appoint the Chairman of the annual general meeting as their proxy and submit their form of proxy as early as possible.

The Company will keep the evolving COVID-19 situation under review and may implement additional measures which it will announce closer to the date of the annual general meeting.

Whether or not you are able to attend the annual general meeting, please complete and sign 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 Secretaries 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 annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting if they so wish.

30 July 2020

* for identification purposes only

CONTENTS

Page

Definitions .

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

1

Letter from the Board

1.

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

4

2.

Proposed Granting of New Issuance Mandate and New Repurchase Mandate . . . . .

5

3.

Proposed Re-electionof the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . .

6

4.

AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

5.

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

7

6.

Directors' Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

7.

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

7

Appendix I

- Explanatory Statement on the New Repurchase Mandate . . . . . . . . . . .

8

Appendix II

- Details of Retiring Directors Proposed to be Re-elected at

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

11

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

14

- i -

DEFINITIONS

In this Circular, the following definitions apply throughout unless otherwise stated and the context otherwise requires:

"Act"

The Companies Act 1981 of Bermuda, as amended or modified

from time to time;

"AGM"

the annual general meeting of the Company to be held at Plaza 1-2,

Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road,

Wanchai, Hong Kong on Wednesday, 9 September 2020 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 14

to 17 of this Circular, or any adjournment thereof;

"Annual Report"

the annual report of the Company for the financial year ended 31

March 2020;

"close associate(s)"

has the meaning attributed to it in the rules of the Designated Stock

Exchange;

"Board" or "Directors"

the board of directors of the Company or the directors present at a

meeting of directors of the Company at which a quorum is present;

"business day"

a day on which the Designated Stock Exchange generally is open

for the business of dealing in securities in Hong Kong. For the

avoidance of doubt, where the Designated Stock Exchange is closed

for the business of dealing in securities in Hong Kong on a business

day by reason of a Number 8 or higher typhoon signal, black

rainstorm warning or other similar event, such day shall not for the

purposes of the Bye-laws be counted as a business day;

"Bye-laws"

the bye-laws of the Company as amended, supplemented or

modified from time to time;

"Circular"

this circular dispatched to Shareholders in respect of the AGM;

"Company"

China Properties Investment Holdings Limited, a company

incorporated in Bermuda with limited liability;

"Designated Stock Exchange"

a stock exchange which is an appointed stock exchange for the

purposes of the Act in respect of which the Shares are listed or

quoted and where such appointed stock exchange deems such

listing or quotation to be the primary listing or quotation of the

Shares;

"Group"

the Company and its subsidiaries;

- 1 -

DEFINITIONS

"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;

"Latest Practicable Date"

24 July 2020, being the latest practicable date prior to the printing

of this Circular for ascertaining certain information in this Circular;

"Listing Rules"

The Rules Governing the Listing of Securities on the Stock

Exchange as may be amended from time to time;

"Memorandum of Association"

the memorandum of association of the Company as amended,

supplemented or modified from time to time;

"New Issuance Mandate"

as defined in paragraph 2(a) of the Letter from the Board in this

Circular;

"New Repurchase Mandate"

as defined in paragraph 2(b) of the Letter from the Board in this

Circular;

"Notice"

written notice unless otherwise specifically stated and as further

defined in the Bye-laws;

"SFC"

Securities and Futures Commission in Hong Kong;

"SFO"

Securities and Futures Ordinance, Chapter 571 of the Laws of Hong

Kong;

"Share(s)"

ordinary share(s) of HK$0.40 each in the capital of the Company or

if there has been a subsequent sub-division, consolidation,

reclassification or reconstruction of the share capital of the

Company, shares forming part of the ordinary equity share capital

of the Company;

"Shareholder(s)"

holder(s) of Share(s);

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"substantial shareholder(s)"

a person who is entitled to exercise, or to control the exercise of,

10% or more (or such other percentage as may be prescribed by the

rules of the Designated Stock Exchange from time to time) of the

voting power at any general meeting of the Company;

"Takeovers Code"

the Code on Takeovers and Mergers issued by the SFC; and

"%"

per cent.

- 2 -

DEFINITIONS

Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and the neuter genders and vice versa. References to persons shall include corporations.

The headings in this Circular are inserted for convenience only and shall be ignored in construing this Circular.

This Circular has both English and Chinese versions. Should there be any inconsistency between the Chinese and English versions, the English version shall prevail.

- 3 -

LETTER FROM THE BOARD

CHINA PROPERTIES INVESTMENT HOLDINGS LIMITED

中國置業投資控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 736)

Executive Directors:

Registered office:

Mr. Han Wei (Chairman)

Clarendon House

Mr. Au Tat On

2 Church Street

Mr. Wang Linbo

Hamilton HM 11

Bermuda

Independent non-executive Directors:

Mr. Lai Wai Yin, Wilson

Principal place of business in

Ms. Cao Jie Min

Hong Kong:

Mr. Liang Kuo-Chieh

Room 4303, 43/F

China Resources Building,

26 Harbour Road,

Wanchai

Hong Kong

30 July 2020

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE NEW SHARES AND TO REPURCHASE SHARES OF THE COMPANY; PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS OF THE COMPANY AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED FOR MORE THAN NINE YEARS;

AND

NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY

1. INTRODUCTION

The purpose of this Circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the AGM for (i) the granting of the New Issuance Mandate to the Directors;

  1. the granting of the New Repurchase Mandate to the Directors; (iii) the extension of the New Issuance Mandate by adding to it the number of the issued Shares repurchased by the Company under the New Repurchase Mandate; and (iv) the re-election of the retiring Directors.

* for identification purposes only

- 4 -

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF NEW ISSUANCE MANDATE AND NEW REPURCHASE MANDATE

At the annual general meeting of the Company held on 29 August 2019, an ordinary resolution was passed for granting a general mandate to the Directors to repurchase the Shares not exceeding 10% of the number of issued shares of the Company as at 29 August 2019 (the "Previous Repurchase Mandate"), and another ordinary resolution was passed for granting a general mandate to the Directors to allot, issue and deal with the Shares not exceeding 20% of the total number of issued shares of the Company as at 29 August 2019 (the "Previous Issuance Mandate"). The Previous Repurchase Mandate and the Previous Issuance Mandate will lapse at the conclusion of the AGM.

Ordinary resolutions will be proposed at the AGM to approve the granting of new general mandates to the Directors:

  1. to allot, issue or deal with Shares not exceeding 20% of the total number of the issued shares of the Company as at the date of passing of such resolution (i.e. an aggregate number of Shares not exceeding 26,716,660 Shares on the basis that the existing number of issued shares of the Company of 133,583,303 Shares remains unchanged as at the date of the AGM) (the "New Issuance Mandate");
  2. to repurchase Shares, on the Stock Exchange or on any other stock exchange recognized by the SFC and the Stock Exchange, of not exceeding 10% of the total number of issued shares of the Company as at the date of passing of such resolution (i.e. 13,358,330 Shares on the basis that the existing issued share capital of the Company of 133,583,303 Shares remains unchanged as at the date of the AGM) (the "New Repurchase Mandate"); and
  3. to extend the New Issuance Mandate by an amount representing the number of Shares repurchased by the Company pursuant to and in accordance with the New Repurchase Mandate.

The New Issuance Mandate and the New Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 7 and 8 of the notice of the AGM as set out on pages 14 to 16 of this Circular.

In accordance with the requirements of the Listing Rules, the Company shall send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the New Repurchase Mandate.

The explanatory statement as required by the Listing Rules in connection with the New Repurchase Mandate is set out in Appendix I to this Circular.

- 5 -

LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to clause 84(1) of the Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to one-third but not less than one-third) shall retire from office by rotation so that each Director shall be subject to retirement at least once every three years. A retiring Director shall be eligible for re-election.

According to clause 84(1) of the Bye-laws, Mr. Au Tat On and Mr. Lai Wai Yin, Wilson shall retire by rotation at the AGM. Both retiring Directors, being eligible, will offer themselves for re-election at the AGM.

Pursuant to code provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, further appointment of Mr. Lai, an independent non-executive Director serving the Company for more than nine years, should be subject to a separate resolution to be approved by Shareholders.

Notwithstanding the fact that Mr. Lai has served the Company for more than nine years, there are no circumstances which are likely to affect his independence as an independent non-executive Director. Mr. Lai is not involved in the daily management of the Company nor in any relationships which would interfere with the exercise of his independent judgment. The Board considers that Mr. Lai remains independent notwithstanding the length of his service and believes that he is able to continue to fulfill his role as an independent non-executive Director. The Board is of the view that Mr. Lai should be re-elected at the AGM.

As confirmed by Mr. Au and Mr. Lai and as far as the Board is aware, both of them have met the independence criteria as set out in Rule 3.13 of the Listing Rules.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the above two retiring Directors are set out in Appendix II to this Circular.

4. AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 14 to 17 of this Circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the New Issuance Mandate and the New Repurchase Mandate, the extension of the New Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the New Repurchase Mandate and the re-election of the retiring Directors.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this Circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.736.com.hk). Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance

- 6 -

LETTER FROM THE BOARD

with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the branch share registrar of the Company in Hong Kong, Tricor Secretaries 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 holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.

5. RECOMMENDATIONS

The Directors consider that the granting and extension of the New Issuance Mandate, the granting of the New Repurchase Mandate and the re-election of the retiring Directors are in the best interests of the Group and the Shareholders. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

6. DIRECTORS' RESPONSIBILITY STATEMENT

This Circular has been reviewed and approved by all the Directors and they (including those who have delegated detailed supervision of this Circular) collectively and individually accept full responsibility for the accuracy of the information contained in this Circular which include 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 fair, accurate and complete in all material respects and not misleading or deceptive, and that there are no other matters the omission of which would make any statement herein or this Circular misleading. Where information has been extracted from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this Circular.

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this Circular.

Yours faithfully

By order of the Board

Han Wei

Chairman

- 7 -

APPENDIX I EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the New Repurchase Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the New Repurchase Mandate is in the interests of the Company and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the New Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the number of issued shares of the Company is 133,583,303.

Subject to the passing of the ordinary resolution set out in item 8 of the notice of the AGM in respect of the granting of the New Repurchase Mandate and on the basis that the number of Shares in issue remains unchanged as at the date of the AGM, i.e. being 133,583,303 Shares, the Directors would be authorized under the New Repurchase Mandate to repurchase, during the period in which the New Repurchase Mandate remains in force, Shares not exceeding 13,358,330 Shares, representing 10% of the number of Shares in issue as at the date of the AGM.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded by the Company's internal resources, which shall be funds legally available for such purpose in accordance with the Memorandum of Association and the Bye-laws, the laws of Bermuda and/or any other applicable laws, as the case may be.

4. IMPACT OF REPURCHASES

There might be material 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 of the Company for the year ended 31 March 2020) in the event that the New Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the New Repurchase Mandate to such an 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 befitting the Company.

- 8 -

APPENDIX I EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the New Repurchase Mandate, 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 the Takeovers Code. Accordingly, a Shareholder, or a 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 Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As far as the Directors are aware, as at the Latest Practicable Date, none of the Shareholders holds 10% or more in the issued Shares.

The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the New Repurchase Mandate.

The Listing Rules prohibit a company from making repurchase of shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company's issued share capital would be in public hands. The Directors do not propose to repurchase Shares, which would result in less than the prescribed minimum percentage of Shares in public hands.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates have any present intention to sell any Shares to the Company in the event that the granting of the New Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the New Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the New Repurchase Mandate in accordance with the Bye-laws, the Listing Rules and the applicable laws of Bermuda.

- 9 -

APPENDIX I EXPLANATORY STATEMENT ON THE NEW REPURCHASE MANDATE

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the following months were as follows:

Month

Highest

Lowest

HK$

HK$

2019

June*

1.160

0.960

July*

1.240

0.840

August*

1.280

0.880

September*

1.680

0.960

October*

2.280

1.480

November*

2.120

0.720

December*

1.320

0.800

2020

January*

1.100

0.700

February

1.200

0.750

March

0.950

0.620

April

0.880

0.640

May

0.720

0.500

June

0.610

0.500

July (up to the Latest Practicable Date)

0.750

0.500

  • The prices have been adjusted having taken into account the share consolidation effective on 8 January 2020 by consolidating every forty (40) issued shares of the Company into one (1) consolidated share.

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous six months (whether on

the Stock Exchange or otherwise).

- 10 -

APPENDIX IIDETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Pursuant to the Listing Rules, details of the Directors who will retire at the conclusion of the AGM according to the Bye-laws and will be proposed to be re-elected at the AGM are provided below:

  1. MR. AU TAT ON
    Position and experience

Mr. Au Tat On ("Mr. Au"), aged 64, was appointed as an executive director of the Company in May 2006. Mr. Au received a bachelor's degree in business administration from Chu Hai College in 1989 and has nearly 28-year experience in banking operations and financing. He is responsible for the general management and business development of the Group.

Mr. Au has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Au has not entered into any Director's service agreement with the Company and has not been appointed for any fixed term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. The provisions of the Bye-laws in respect of Directors' retirement by rotation and re-election have been set out in the paragraph headed "3. Proposed Re-election of the Retiring Directors" of the Letter from the Board in this Circular.

Relationships

As far as the Directors are aware, Mr. Au does not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules).

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Au was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Director's emoluments

Mr. Au is entitled to receive an annual salary of HK$497,420 which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions. Mr. Au may be entitled to a discretionary bonus depending on the financial performance of the Group. Mr. Au is also eligible to participate in the Company's share option scheme.

- 11 -

APPENDIX IIDETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Other information and matters that need to be disclosed or brought to the attention of the

Shareholders

As far as the Directors are aware, there is no information of Mr. Au to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Au that need to be brought to the attention of the Shareholders.

  1. MR. LAI WAI YIN, WILSON
    Position and experience

Mr. Lai Wai Yin, Wilson ("Mr. Lai"), aged 55, was appointed as an independent non- executive director, member of audit committee and member of remuneration and nomination committee of the Company in April 2009. Mr. Lai is a fellow member of the Association of International Accountants, United Kingdom and a practising member of the Hong Kong Institute of Certified Public Accountants. He graduated from Hong Kong Shue Yan University majoring in accounting. During the 30 years in the audit profession, Mr. Lai gained extensive experience in the audits of Hong Kong listed companies and multi-national companies engaged in manufacturing, construction, property investment and software development businesses as well as audits of clients regulated by the U.S. Securities and Exchange Commission. In addition, he has been involved in many initial public offering projects and due diligence works in the People's Republic of China, Hong Kong, Singapore and the United States. He is currently the sole proprietor of Wilson W.Y. Lai & Co., Certified Public Accountants.

Mr. Lai has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Lai has not entered into any Director's service agreement with the Company and has not been appointed for any fixed term but is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. The provisions of the Bye-laws in respect of Directors' retirement by rotation and re-election have been set out in the paragraph headed "3. Proposed Re-election of the Retiring Directors" of the Letter from the Board in this Circular.

Relationships

As far as the Directors are aware, Mr. Lai does not have any relationships with other Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules).

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Lai was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

- 12 -

APPENDIX IIDETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Director's emoluments

Mr. Lai is entitled to receive an annual Director's fee of HK$120,000 which is determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Other information and matters that need to be disclosed or brought to the attention of the

Shareholders

As far as the Directors are aware, there is no information of Mr. Lai to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Lai that need to be brought to the attention of the Shareholders.

- 13 -

NOTICE OF AGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to the 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 notice.

CHINA PROPERTIES INVESTMENT HOLDINGS LIMITED

中國置業投資控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 736)

NOTICE IS HEREBY GIVEN that an annual general meeting of China Properties Investment Holdings Limited (the "Company") will be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 9 September 2020 at 10:00 a.m. for the following purposes:

  1. To consider and receive the audited consolidated financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 March 2020;
  2. To re-elect Mr. Au Tat On as an executive director of the Company;
  3. To re-elect Mr. Lai Wai Yin, Wilson as an independent non-executive director of the Company;
  4. To authorize the board of directors to appoint directors, as and when the board of directors considers necessary and appropriate, either to fill a casual vacancy on the board of directors or as an addition to the existing board of directors;
  5. To authorize the board of directors to fix the respective directors' remuneration;
  6. To reappoint Cheng & Cheng Limited as the auditor of the Company and to authorise the board of directors to fix the remuneration;
  7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

* for identification purposes only

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NOTICE OF AGM

"THAT:

  1. subject to paragraph (c) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
  2. the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
  3. the number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
    1. a Rights Issue (as defined below);
    2. the exercise of the outstanding conversion rights attaching to any convertible securities issued by the Company, which are convertible into shares of the Company;
    3. the exercise of options under share option scheme(s) of the Company; and
    4. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company,

shall not exceed 20% of the number of shares of the Company in issue as at the date of passing of the said resolution and the said approval shall be limited accordingly; and

  1. 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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and

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NOTICE OF AGM

  1. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).";

8. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

  1. subject to paragraph (b) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange recognized by the Securities and Future Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
  2. the number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the number of shares of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and
  3. for the purpose of this resolution, the "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 revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and
    3. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.";

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NOTICE OF AGM

9. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of resolutions set out in items 7 and 8 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of issued shares repurchased by the Company pursuant to the general mandate referred to in the resolution set out in item 8 of the Notice, provided that such number shall not exceed 10% of the number of the shares of the Company in issue as at the date of passing of this resolution.".

By order of the Board

Han Wei

Chairman

Hong Kong, 30 July 2020

Notes:

  1. Considering the outbreak of the coronavirus (COVID-19), certain measures will be implemented at the annual general meeting with a view to addressing the risk to attendees of infection, including, without limitation, (i) all attendees being required to (a) undergo compulsory body temperature check; and (b) wear surgical masks prior to admission to the annual general meeting venue; (ii) attendees who are subject to health quarantine prescribed by the HKSAR Government not being admitted to the annual general meeting venue; (iii) all attendees being required to wear surgical masks throughout the annual general meeting; and (iv) no refreshment packs or coffee/tea being provided. The Company reminds attendees that they should carefully consider the risks of attending the annual general meeting, taking into account their own personal circumstances.
    The Company will keep the evolving COVID-19 situation under review and may implement additional measures which it will announce closer to the date of the annual general meeting.
  2. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
  3. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Secretaries 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 meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

As at the date of this notice, the executive directors are Mr. Han Wei, Mr. Au Tat On and Mr. Wang Linbo and the independent non-executive directors are Mr. Lai Wai Yin, Wilson, Ms. Cao Jie Min and Mr. Liang Kuo-Chieh.

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China Properties Investment Holdings Ltd. published this content on 29 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 July 2020 08:40:09 UTC