China Resources Land : PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND RE-ELECTION OF RETIRING 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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in China Resources Land 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1109)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of China Resources Land Limited (the ''Company'') to be held at 46th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on 9 June 2021 at 3:00 p.m. is set out on pages 18 to 21 of this circular. Whether or not you intend to attend the Annual General Meeting, Shareholders are advised to read the notice and to complete and return the accompanying form of proxy for use at the annual general meeting in accordance with the instructions printed thereon. Completion of the form of proxy will not preclude the shareholders from attending and voting at the meeting if they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this document for measures being taken to try to prevent and control the spread of the coronavirus disease 2019 at the Annual General Meeting, including:

. compulsory temperature checks and health declarations

. wearing of surgical face masks

. no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting venue. The Company requires attendees to wear face masks and reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

Hong Kong, 29 April 2021

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing coronavirus disease 2019 (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
2. All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the Annual General Meeting venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had physical contact with any person who has recently travelled to, any affected countries or areas outside of Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk) at any time in the preceding 21 days. Any person who does not comply with this requirement may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
3. Attendees are required to wear surgical face masks inside the Annual General Meeting venue at all times, and to maintain a safe distance between seats.
4. No refreshments will be served, and there will be no corporate gifts.
5. Other measures may be required by the governmental authority.

To the extent permitted under law, the Company reserves the right to deny entry into the Annual General Meeting venue or require any person to leave the Annual General Meeting venue in order to ensure the safety of the attendees at the Annual General Meeting.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

If Shareholders choosing not to attend the Annual General Meeting in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company via investor relations department as follows:

Investor Relations

Email: [e-mail]

Tel: [phone]

Fax: [phone]

If Shareholders have any questions relating to the Annual General Meeting, please contact Tricor Standard Limited, the Company's Share Registrar as follows:

Tricor Standard Limited

Level 54, Hopewell Centre

183 Queen's Road East Wanchai, Hong Kong

E-mail:[e-mail]

Tel: [phone]

Fax: [phone]

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DEFINITIONS

In this circular, 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
	46th Floor, China Resources Building, 26 Harbour Road,
	Wanchai, Hong Kong on 9 June 2021 at 3:00 p.m., notice
	of which is set out on pages 18 to 21 of this circular
''Company''	China Resources Land Limited, a company incorporated in
	the Cayman Islands with its shares listed on the Stock
	Exchange
''CRCL''	C h i n a R e s o u r c e s C o m p a n y L i m i t e d , a c o m p a n y
	incorporated in the PRC, is the ultimate holding company
	of the Company
''CRH''	China Resources (Holdings) Company Limited, a company
	incorporated in Hong Kong with limited liability, is a
	substantial Shareholder of the Company
''Directors''	the directors of the Company
''Group''	the Company and its subsidiaries
''Latest Practicable Date''	22 April 2021, being the latest practicable date prior to the
	printing of this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''PRC''	the People's Republic of China
''Repurchase Proposal''	the proposal to give a general mandate to the Directors to
	exercise the powers of the Company to repurchase during
	the period as set out in the Repurchase Resolution Shares
	up to a maximum of 10% of the issued Shares at the date of
	the Repurchase Resolution
''Repurchase Resolution''	the proposed ordinary resolution as referred to in resolution
	number 5 of the notice of the Annual General Meeting
''Share(s)''	share(s) of HK$0.10 each in the share capital of the
	Company
''Shareholder(s)''	holder(s) of Shares
''Share Repurchase Rules''	the relevant rules set out in the Listing Rules to regulate the
	repurchase by companies with primary listing on the Stock
	Exchange of their own securities on the Stock Exchange

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DEFINITIONS

''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	the Code on Takeovers and Mergers
''$''	Hong Kong dollar
''%''	Per Cent

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LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1109)

Directors:	Registered Office:
Non-executive Directors	Ugland House
Wang Xiangming (Chairman)	South Church Street
Yan Biao	Post Office Box 309
Chen Ying	George Town, Grand Cayman
Wang Yan	Cayman Islands
Chen Rong	British West Indies
Executive Directors	Head Office:
Li Xin (President)	46th Floor
Zhang Dawei (Vice Chairman)	China Resources Building
Xie Ji	26 Harbour Road
Wu Bingqi	Wanchai, Hong Kong
Guo Shiqing
Independent Non-executive Directors
Wan Kam To, Peter
Andrew Y. Yan
Ho Hin Ngai, Bosco
Zhong Wei
Sun Zhe
Company Secretary:
Lo Chi Lik, Peter
	Hong Kong, 29 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to seek your approval as set out in the notice of Annual General Meeting of the relevant ordinary resolutions to be proposed at the Annual General Meeting and to provide you with information regarding the general mandates to repurchase Shares and to issue Shares.

GENERAL MANDATE TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 2 June 2020, a general mandate was given to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to seek your approval of an ordinary resolution to be proposed at the Annual General Meeting to give a fresh general mandate to the Directors to exercise the powers of the Company to repurchase Shares. An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Proposal is set out in Appendix I hereto.

GENERAL MANDATE TO ISSUE SHARES

At the last annual general meeting of the Company held on 2 June 2020, a general mandate was given to the Directors to exercise the powers of the Company to allot, issue and deal with Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. It will be proposed at the Annual General Meeting two ordinary resolutions respectively granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued Shares at the date of the resolution (i.e. not exceeding 1,426,187,915 Shares based on the issued Shares of 7,130,939,579 Shares as at the Latest Practicable Date and assuming that such issued Shares remain the same at the date of passing the resolution) and adding to such general mandate so granted to the Directors any Shares repurchased by the Company after the granting of the general mandate to repurchase up to 10% of the issued Shares at the date of the Repurchase Resolution.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the non-executive directors of the Company are Mr. Wang Xiangming, Mr. Yan Biao, Mr. Chen Ying, Mr. Wang Yan and Mr. Chen Rong; the executive Directors of the Company are Mr. Li Xin, Mr. Zhang Dawei, Mr. Xie Ji, Mr. Wu Bingqi and Mr. Guo Shiqing; and the independent non-executive directors of the Company are Mr. Wan Kam To, Peter, Mr. Andrew Y. Yan, Mr. Ho Hin Ngai, Bosco, Mr. Zhong Wei and Mr. Sun Zhe.

Pursuant to article 99 of the articles of association of the Company, Mr. Guo Shiqing shall retire from office at the Annual General Meeting and shall be eligible and offer himself for re-election.

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LETTER FROM THE BOARD

Pursuant to article 116 of the articles of association of the Company, Mr. Chen Rong, Mr. Wang Yan, Mr. Li Xin, Mr. Wan Kam To, Peter and Mr. Yan Y. Andrew shall retire from office by rotation at the Annual General Meeting and shall be eligible and offer themselves for re-election.

Each of Mr. Wan Kam To, Peter and Mr. Andrew Y. Yan has served as independent non- executive Director more than 9 years and his re-election will be subject to a separate resolution to be approved by the Shareholders. As an independent non-executive Director with in-depth understanding of the Company's operations and business, each of Mr. Wan Kam To, Peter and Mr. Andrew Y. Yan has expressed objective views and given independent guidance to the Company over the years, and continues demonstrating a firm commitment to his role. The Board considers that the long service of Mr. Wan Kam To, Peter and Mr. Andrew Y. Yan would not affect their exercise of independent judgment and is satisfied that Mr. Wan Kam To, Peter and Mr. Andrew Y. Yan have the required character, integrity and experience to continue fulfilling the role of independent non-executive Director. The Board considers the re-election of Mr. Wan Kam To, Peter and Mr. Andrew Y. Yan as independent non-executive Director is in the best interest of the Company and Shareholders as a whole.

The nomination committee of the Company had identified candidate pursuant to criteria set out in the nomination policy adopted by the Company and assessed and reviewed the written annual confirmation of independence given by each of Mr. Wan Kam To, Peter and Mr. Andrew Y. Yan to the Company based on the independence criteria as set out in Rule 3.13 of the Listing Rules. Each of Mr. Wan Kam To, Peter and Mr. Andrew Y. Yan is and was not connected with any Directors, senior management or substantial or controlling Shareholders of the Company. The Board is also not aware of any circumstance that might influence Mr. Wan Kam To, Peter and Mr. Andrew Y. Yan in exercising independent judgment, and is satisfied that they have the required character, integrity, independence and experience to fulfill the role of an independent non-executive director and they will be able to maintain an independent view of the Group's affairs. The Board considers them to be independent. The Board is of the view that Mr. Wan Kam To, Peter and Mr. Andrew Y. Yan are beneficial to the Board with diversity of their professional experience that contribute to invaluable expertise, continuity and stability to the Board and the Company has benefited greatly from their contribution and valuable insights derived from their in-depth knowledge of the Company. The Board believes that they will continue to contribute effectively to the Board.

Mr. Wan Kam To, Peter had a good track record in attending the Company's meetings. Mr. Wan Kam To, Peter confirmed and the Board considers that he will be able to devote sufficient time to the Board in the future, notwithstanding Mr. Wan Kam To, Peter is currently holding his seventh or more listed company directorship.

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

ANNUAL GENERAL MEETING

Set out on pages 18 to 21 of this circular is the notice convening the Annual General Meeting.

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LETTER FROM THE BOARD

ACTION TO BE TAKEN

A form of proxy 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 form of proxy and return it to the Company's head office at 46th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of a form of proxy will not prevent you from attending and voting in person at the Annual General Meeting if you so wish.

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.

RECOMMENDATION

The Directors believe that the Repurchase Proposal, the proposed general mandate for Directors to issue new Shares, the proposed extension of the generate mandate to issue new Shares and the proposed re-election of retiring Directors are all in the best interest of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of such resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

Wang Xiangming

Chairman

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APPENDIX I	EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the total number of issued Shares as at the date of the Repurchase Resolution.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 7,130,939,579 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares will be issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Proposal to repurchase a maximum of 713,093,957 Shares representing not more than 10% of the issued Shares as at the Latest Practicable Date.

2. REASONS FOR REPURCHASE

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

3. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association and the law of the Cayman Islands. The law of the Cayman Islands provides that the amount to be repaid in connection with a share repurchase may be paid from the profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business.

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 financial statements contained in the annual report for the year ended 31 December 2020 in the event that the Repurchase Proposal was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase 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.

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APPENDIX I	EXPLANATORY STATEMENT

4. SHARE PRICES

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

	Shares
	Highest	Lowest
	HK$	HK$
April 2020	33.45	30.20
May 2020	31.95	28.20
June 2020	34.05	29.20
July 2020	35.85	29.80
August 2020	37.35	31.55
September 2020	38.45	32.70
October 2020	37.50	30.80
November 2020	39.50	31.20
December 2020	34.70	30.05
January 2021	35.65	30.20
February 2021	37.80	29.15
March 2021	41.30	35.05
April 2021 (up to the Latest Practicable Date)	38.05	35.90

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 repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the Shareholders.

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

6. TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase 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 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.

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APPENDIX I	EXPLANATORY STATEMENT

As at the Latest Practicable Date, CRCL is interested in 4,246,618,418 Shares (representing approximately 59.55% of the total issued Shares as at the Latest Practicable Date). In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Proposal, then (if the present shareholdings remain the same) the attributable interests of CRCL would be increased to approximately 66.17% of the issued Shares and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no present intention to exercise the power to repurchase Shares pursuant to the Repurchase Proposal to such an extent as to result in the number of Shares held by the public being reduced to less than 25%.

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Chen Rong (Non-executive Director)

Mr. Chen Rong, aged 48, was appointed as a Non-executive Director of the Company in April 2017 and he is also a member of the Audit Committee of the Company. Mr. Chen joined China Resources (Holdings) Company Limited in May 2007 and was appointed as General Manager of the Strategy Department of China Resources (Holdings) Company Limited in February 2021.

He was the General Manager of the Finance Department of China Resources (Holdings) Company Limited from February 2016 to February 2021, a non-executive director of China Resources Beer (Holdings) Company Ltd. (formerly known as China Resources Enterprise, Limited) from April 2016 to July 2019, a director of China Resources Pharmaceutical Group Limited from May to June 2016 and a non-executive director from June 2016 to May 2019, shares of which are listed companies on the Main Board of the Stock Exchange. He was deputy general manager and chief financial officer of China Resources Vanguard Co., Ltd. between September 2014 and January 2016 and was senior tax manager of China Resources Vanguard Co., Ltd. between May 2007 to June 2008.

Mr. Chen holds a MBA degree from the Xi'an Jiaotong University and he is a Certified Public Accountant, an Intermediate Accountant and a Certified Tax Agent in China. He has previously worked in Epson Technical Limited, Walmart China Investment Limited and Fuji Electric Technical Services Limited.

Save as disclosed above, Mr. Chen did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Group.

Mr. Chen has entered into a letter of appointment with the Company for a term of three years. However, he will be subject to rotational retirement and re-election requirements at annual general meeting of the Company pursuant to the articles of association of the Company. Mr. Chen will not receive Director's fee from the Company. Save as disclosed above, Mr. Chen is and was not connected with any Directors, senior management or substantial or controlling Shareholders. As at the Latest Practicable Date, Mr. Chen did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, Mr. Chen has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Wang Yan (Non-executive Director)

Mr. Wang Yan, aged 49, was appointed as a Non-executive Director of the Company in August 2014 and he is also a member of the Audit Committee of the Company. Mr. Wang joined China Resources National Corporation (now known as China Resources Company Limited) in August 1994. He has been the General Manager of the Internal Audit Department of CR Holdings since February 2016. He was a Non-executive Director of China Resources Beer (Holdings) Company Limited (formerly known as China Resources Enterprise, Limited)

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

from August 2014 to April 2016. He was appointed as a Non-executive Director of China Resources Power Holdings Company Limited, China Resources Cement Holdings Limited and China Resources Gas Group Limited in August 2014 and a Non-executive Director of China Resources Medical Holdings Company Limited (formerly known as China Resources Phoenix Healthcare Holdings Company Limited) in November 2016. These companies are listed on the Main Board of the Stock Exchange.

Mr. Wang holds a Bachelor's Degree in Economics from the Capital University of Economics and Business, a Master of Business Administration Degree from the University of South Australia and is a qualified PRC Certified Accountant.

Save as disclosed above, Mr. Wang did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Group.

Mr. Wang has entered into a letter of appointment with the Company for a term of three years. However, he will be subject to rotational retirement and re-election requirements at the Company's annual general meetings pursuant to the articles of association of the Company. Mr. Wang will not receive Director's fee from the Company. Save as disclosed above, Mr. Wang is and was not connected with any Directors, senior management or substantial or controlling Shareholders. As at the Latest Practicable Date, Mr. Wang did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, Mr. Wang has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Li Xin (Executive Director)

Mr. Li Xin, aged 49, joined the Company in 2001 and was appointed as a Co-president of the Company in July 2016, and he was appointed as an Executive Director of the Company in April 2017, and was appointed as the President of the Company on 4 December 2018. He is responsible for the day-to-day operations of the Group. He is also the chairman of the Executive Committee and the Corporate Social Responsibility Committee, and a member of Nomination Committee and Corporate Governance Committee of the Company. Mr. Li was appointed as the Chairman and the non-executive director of China Resources Mixc Lifestyle Services Limited (CR Mixc Lifestyle), which is the subsidiary of the Company and listed on the Main Board of the Stock Exchange. Mr. Li also served as the chairman of the Nomination Committee and the member of the Remuneration Committee of CR Mixc Lifestyle. Mr. Li is also a director of a number of other subsidiaries of the Company.

Mr. Li has a Bachelor's degree of Management from Dongbei University of Finance & Economics and a Master of Science degree in Project Management from Hong Kong Polytechnic University. Mr. Li has extensive experience in property management and corporate management. He joined China Resources (Holdings) Company Limited in 1994, and had worked for China Resources Property Management Limited.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. Li did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Group.

Mr. Li has entered into a letter of appointment with the Company for a term of three years. However, he will be subject to rotational retirement and re-election requirements at annual general meeting of the Company pursuant to the articles of association of the Company. Mr. Li will not receive Director's fee from the Company. Mr. Li is entitled to receive a monthly salary of RMB164,100 which was determined with reference to his duties and responsibilities with the Company and the recommendation made by Remuneration Committee of the Company. Save as disclosed above, Mr. Li is and was not connected with any Directors, senior management or substantial or controlling Shareholders. As at the Latest Practicable Date, Mr. Li has personal interest in 40,000 shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, Mr. Li has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Guo Shiqing (Executive Director)

Mr. Guo Shiqing, aged 51, joined the Company in 2001 and was appointed as a Deputy General Manager of the Northeast Region of the Company in 2017, taking charge of the finance department, and General Manager of Finance Department of the Company in October 2018. He was then appointed as the Assistant President and Chief Financial Officer in June

2020. Mr. Guo was appointed as the Executive Director and member of executive committee of the Company in December 2020 and was also appointed as the non-executive director of CR Mixc Lifestyle in August 2020, which is the subsidiary of the Company and listed on the Main Board of the Stock Exchange.

Mr. Guo has a Bachelor's degree in Accounting from Xiamen University and has extensive experience in real estate management and finance management.

Save as disclosed above, Mr. Guo did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Group.

Mr. Guo has entered into a letter of appointment with the Company for a term of three years. However, he will be subject to rotational retirement and re-election requirements at annual general meeting of the Company pursuant to the articles of association of the Company. Mr. Guo will not receive director's fee from the Company. Besides, Mr. Guo is entitled to receive a monthly salary of RMB84,300 which was determined with reference to his duties and responsibilities with the Company and the recommendation made by the Remuneration Committee of the Company. Save as disclosed above, Mr. Guo is and was not connected with any Directors, senior management or substantial or controlling Shareholders. As at the Latest Practicable Date, Mr. Guo did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. Guo has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Wan Kam To, Peter (Independent Non-executive Director)

Mr. Wan Kam To, Peter, aged 68, was appointed as an Independent Non-executive Director of the Company in March 2009. He also serves as the chairman of the Audit Committee and a member of the Remuneration Committee and Corporate Governance Committee of the Company. Mr. Wan has extensive experience in auditing and financial management. He is a former partner of PricewaterhouseCoopers Hong Kong.

Mr. Wan is currently an Independent Non-executive Director of several companies listed on the Stock Exchange, namely A-Living Services Co., Ltd., Haitong International Securities Group Limited, Fairwood Holdings Limited, KFM Kingdom Holdings Limited and Target Insurance (Holdings) Limited. Mr. Wan is also an independent director of China World Trade Center Co., Ltd. (a company listed on the Shanghai Stock Exchange). Mr. Wan had also served as an Independent Director of Mindray Medical International Limited (a company listed on the New York Stock Exchange, USA), and RDA Microelectronics, Inc. (a company listed on the NASDAQ), and Independent Non-executive Director of Real Gold Mining Limited and Greater China Professional Services Limited (a company listed on the NASDAQ). Besides, he was an independent non-executive director of Dalian Port (PDA) Company Limited until 28 June 2017, S. Culture International Holding Limited until 10 July 2017, Kerry Logistics Network Limited until 31 May 2019, Shanghai Pharmaceuticals Holding Company Limited until 27 June 2019, Huaneng Renewables Corporation Limited until 28 June 2019, Harbin Bank Company Limited until 8 October 2019 (all listed on the Stock Exchange). Mr. Wan is a Fellow of Hong Kong Institute of Certified Accountants, the Association of Chartered Certified Accountants and the Hong Kong Institute of Directors.

Save as disclosed above, Mr. Wan did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Group.

Mr. Wan has entered into a letter of appointment with the Company for a term of three years. However, he will be subject to rotational retirement and re-election requirements at the Company's annual general meetings pursuant to the articles of association of the Company. The Director's fee payable to Mr. Wan as an independent non-executive Director is determined by the Shareholders at annual general meeting. At the annual general meeting of the Company held on 2 June 2020, it was approved that the Director's fee for the year ended 31 December 2020 be determined at HK$360,000 for each independent non-executive Director with reference to his duties and responsibilities with the Company and the recommendation made by the Remuneration Committee of the Company. Mr. Wan is and was not connected with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Wan did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. Wan has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Andrew Y. Yan (Independent Non-executive Director)

Mr. Andrew Y. Yan, aged 63, was appointed as an Independent Non-executive Director of the Company in July 2006. He also serves as the chairman of the Company's Remuneration Committee and a member of the Audit Committee, Nomination Committee and Corporate Governance Committee of the Company. He is the Founding Managing Partner of SAIF Partners. Prior to joining SAIF Partners, he was the Managing Director and Head of Hong Kong office of Emerging Markets Partnership, the management company of AIG Asian Infrastructure Funds from 1994 to 2001. From 1989 to 1994, he worked in the World Bank, the Hudson Institute and the US Sprint International Corporation as an Economist, Research Fellow and Director of Strategic Planning and Business Development for the Asia Pacific Region respectively in Washington D.C.. From 1982 to 1984, he was the Chief Engineer at the Jianghuai Airplane Corp..

Mr. Yan received a Bachelor's degree in Engineering from Nanjing Aeronautic Institute in 1982. He studied in the Master Program in Department of Sociology of Peking University from 1984 to 1986 and received a Master of Arts' Degree from Princeton University in International Political Economy in 1989. He also studied advanced finance and accounting courses at the Wharton Business School in 1995.

Currently, Mr. Yan is a Director of ATA Creativity Global (former called ATA Inc.) (listed on Nasdaq) and Shenzhen Appotronics Corporation Ltd. (listed in Shanghai Science and Technology Innovation board, STAR Market) and also an Independent Director of 360 DigiTech, Inc. (former called 360 Finance Inc.) (listed on NASDAQ). Besides, Mr. Yan was an Independent Non-executive Director of Cogobuy Group (from 18 Jul 2014 to 1 June 2017) and China Petroleum & Chemical Corporation (from 11 May 2012 to 14 May 2018); a Non- executive Director of Ozner Water International Holding Limited (from 28 Mar 2017 to 26 Sept 2017), eSun Holdings Limited (from 1 Sept 2011 to 7 Jan 2019), China Huiyuan Juice Group Limited (from 28 Jul 2010 to 30 Jan 2019) and Guodian Technology & Environment Group Corporation Limited (from 8 Jun 2012 to 7 Aug 2020), (all listed on the Stock Exchange, other than that China Petroleum & Chemical Corporation is also listed on the Shanghai Stock Exchange, London Stock Exchange and New York Stock Exchange). Mr. Yan was also an Independent Director of Sky Solar Holdings Limited (listed on Nasdaq) (from 13 Nov 2014 to 1 Jun 2017), Blue Focus Communication Group (now called BlueFocus Intelligent Communications Group Co., Ltd) (from 27 Mar 2014 to 18 May 2020 and it is listed on Shenzhen Stock Exchange - Growth Enterprise Market), TCL Corporation (from 24 Mar 2015 to 13 Nov 2020 and it is listed on the Shenzhen Stock Exchange) and a Director of Zhejiang Merit Interactive Network Technology Co., Ltd (from 30 Jun 2014 to 31 May 2019 and the company listed in Shenzhen Stock Exchange (GEM Board) on 25 Mar 2019), ATA Online (Beijing) Education Technology Co., Ltd (from 16 Jul 2015 to 30 Aug 2018) (Its shares were withdrawn from listing on the national Equities Exchange and Question System in China on 10 Oct 2017) and Huize Holding Limited (from 30 Jan 2019 to 11 Feb 2020 and company listed

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

on Nasdaq on 12 Feb 2020), Shanghai Welltech Automation Co., Ltd. (10 Jun 2019 to 12 Oct 2020 and it is listed on the Shenzhen Stock Exchange) and Haier Smart Home Co., Ltd. (from 18 Jun 2019 to 2 Nov 2020 and it is listed in the Shanghai Stock Exchange).

Save as disclosed above, Mr. Yan did not hold any directorship in other listed public companies in the last three years and did not hold any position with the Company and other members of the Company's group.

Mr. Yan has entered into a letter of appointment with the Company for a term of three years. However, he will be subject to rotational retirement and re-election requirements at annual general meeting of the Company pursuant to the articles of association of the Company. The Director's fee payable to Mr. Yan as independent non-executive Director is determined by the Shareholders at the annual general meeting. At the annual general meeting of the Company held on 2 June 2020, it was approved that the Directors' fee for the year ended 31 December 2020 be determined at HK$360,000 for each independent non-executive Director with reference to his duties and responsibilities with the Company and the recommendation made by the Remuneration Committee of the Company. Mr. Yan is and was not connected with any Directors, senior management or substantial or controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Yan did not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclose above, Mr. Yan has confirmed that there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1109)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at 46th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 9 June 2021 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited Financial Statements and the Directors' Report and the Independent Auditor's Report for the year ended 31 December 2020.
2. To declare a final dividend.
3. (1) To re-elect Mr. Chen Rong as Director;
4. 1. To re-elect Mr. Wang Yan as Director;
   2. To re-elect Mr. Li Xin as Director;
   3. To re-elect Mr. Guo Shiqing as Director;
   4. To re-elect Mr. Wan Kam To, Peter as Director;
   5. To re-elect Mr. Yan Y. Andrew as Director; and
   6. To authorise the board of directors to fix the remuneration of the Directors.
5. To re-appoint Messrs. Ernst & Young as the auditor of the Company and to authorise the board of directors to fix their remuneration.
6. As special business, to consider and, if thought fit, pass the following resolution as an 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 repurchase shares of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on 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 accordance with all

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NOTICE OF ANNUAL GENERAL MEETING

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;

1. the total number of shares of the Company which the Directors of the Company are authorised to repurchase 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 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 repurchased under the mandate in paragraph
2. 1. 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:
4. 1. the conclusion of the next annual general meeting of the Company;

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

6. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

''THAT:

1. subject to paragraph (c) below, 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 HK$0.10 each in the capital 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 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 after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

1. 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 (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue of shares or rights to acquire shares of the Company; (iii) an issue of shares upon the exercise of the subscription or conversion rights under the terms of any warrants or any securities of the Company which are convertible into shares of the Company; or (iv) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time, shall not exceed 20% 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 allotted and issued 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
2. for the purpose of this Resolution,
   ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earliest of:
3. 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 in general meeting of the Company; and

''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 the following resolution as an ordinary resolution:

''THAT subject to the passing of the Resolution nos.5 and 6 set out in the notice convening this meeting, the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares pursuant to Resolution no.6

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NOTICE OF ANNUAL GENERAL MEETING

set out in the notice convening this meeting be and is hereby extended by the addition thereto of the total number of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution no.5 set out in the notice convening this meeting, provided that such number of shares so repurchased shall not exceed 10% of the total number of the issued shares of the Company as at the date of the said Resolution.''

By Order of the Board

LO Chi Lik, Peter

Company Secretary

Hong Kong, 29 April 2021

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint proxy to attend and vote in his stead. A proxy need not be a member of the Company.
2. To be valid, a form of proxy, 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 head office of the Company at 46th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
3. The register of members of the Company will be closed from Wednesday, 2 June 2021 to Wednesday, 9 June 2021, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to determine the identity of members who are entitled to attend and vote at the meeting, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrar, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 1 June 2021.
   Subject to the approval of Shareholders at the meeting, the proposed final dividend will be payable to Shareholders whose names appear on the register of members of the Company after the close of business of the Company at 4:30 p.m. on Tuesday, 22 June 2021 and the register of members of the Company will be closed on Tuesday, 22 June 2021, during which no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend, all share transfer documents accompanied by the relevant share certificates lodged with the Company's Branch Share Registrar, Tricor Standard Limited at the above address not later than 4:30 p.m. on Monday, 21 June 2021.
4. With regard to item no.3 in this notice, the Board of Directors of the Company proposes that 6 retiring Directors, namely Mr. Chen Rong, Mr. Wang Yan, Mr. Li Xin, Mr. Guo Shiqing, Mr. Wan Kam To, Peter and Mr. Yan Y. Andrew, who shall be eligible for re-election, be re-elected as Directors of the Company. Details of these Directors are set out in appendix II of the circular to Shareholders dated 29 April 2021.

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