Country Garden : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS, PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION AND NOTICE OF THE 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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Country Garden Holdings Company Limited, you

should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

COUNTRY GARDEN HOLDINGS COMPANY LIMITED

碧 桂 園 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2007)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND BUY BACK SHARES,

RE-ELECTION OF DIRECTORS,

PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION

AND

NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the AGM to be held at Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Thursday, 16 May 2019 at 10:00 a.m. is set out on pages 18 to 22 of this circular. A form of proxy for use at the AGM is also enclosed with this circular.

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

11 April 2019

CONTENTS

		Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . .	4
3.	General mandate to buy back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Proposed amendment to Articles of Association . . . . . . . . . . . . . . . . .	6
6.	Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I - Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . .		8
Appendix II - Details of retiring Directors to be re-elected . . . . . . . . . . . . . . .		12
Notice of the annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . .		18

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DEFINITIONS

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

"2007 Share Option Scheme"	the share option scheme adopted by the Company on 20 March 2007
	and expired on 19 March 2017
"2017 Share Option Scheme"	the share option scheme adopted by the Company on 18 May 2017
"AGM"	the annual general meeting of the Company to be held at Grand
	Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street,
	Central, Hong Kong on Thursday, 16 May 2019 at 10:00 a.m.
"AGM Notice"	the notice convening the AGM as set out on pages 18 to 22 of this
	circular
"Articles of Association"	the articles of association of the Company, adopted on 17 May 2018
	and as amended from time to time
"Board"	the board of Directors
"Companies Law"	the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands
"Company"	Country Garden Holdings Company Limited, an exempted
	company incorporated in the Cayman Islands with limited liability
	and the Shares of which are listed on the Main Board of the Stock
	Exchange (stock code: 2007)
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries from time to time
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong/HKSAR"	the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"	a general and unconditional mandate to be granted to the Directors
	to exercise the power of the Company to issue, allot and deal in
	Shares not exceeding 20% of the total number of Shares in issue as
	at the date of passing of the relevant resolution
"Latest Practicable Date"	Monday, 1 April 2019, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining certain
	information for inclusion in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Memorandum of Association"	the memorandum of association of the Company, adopted on 10
	November 2006 and as amended from time to time

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	DEFINITIONS
"PRC"	the People's Republic of China, for the purpose of this circular,
	excluding Hong Kong, the Macau Special Administrative Region
	of the PRC and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	ordinary share(s) of HK$0.10 each in the issued share capital of the
	Company (or of such other nominal amount as shall result from a
	sub-division, consolidation, reclassification, or reconstruction of
	the share capital of the Company, from time to time)
"Share Buy-back Mandate"	a general and unconditional mandate to be granted to the Directors
	to exercise the power of the Company to buy back Shares not
	exceeding 10% of the total number of Shares in issue as at the date
	of passing of the relevant resolution
"Share Registrar"	the Company's Hong Kong branch share registrar and transfer
	office, Tricor Investor Services Limited at Level 22, Hopewell
	Centre, 183 Queen's Road East, Hong Kong
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Codes"	the Codes on Takeovers and Mergers and Share Buy-backs
"%"	per cent.

Should there be any discrepancy between English and Chinese versions, the English version shall prevail.

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LETTER FROM THE BOARD

COUNTRY GARDEN HOLDINGS COMPANY LIMITED

碧 桂 園 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2007)

Executive Directors:	Registered office:
Mr. YEUNG Kwok Keung (Chairman)	Cricket Square
Ms. YANG Huiyan (Co-Chairman)	Hutchins Drive
Mr. MO Bin (President)	P.O. Box 2681
Ms. YANG Ziying	Grand Cayman
Mr. YANG Zhicheng	KY1-1111
Mr. SONG Jun	Cayman Islands
Mr. LIANG Guokun

Mr. SU Baiyuan	Principal place of business in the PRC:
	Country Garden Centre
Non-executive Director:	No. 1 Country Garden Road
Mr. CHEN Chong	Beijiao Town
	Shunde District
Independent non-executive Directors:	Foshan
Mr. LAI Ming, Joseph	Guangdong Province 528312
Mr. SHEK Lai Him, Abraham	The PRC
Mr. TONG Wui Tung
Mr. HUANG Hongyan	Principal place of business in Hong Kong:
Mr. YEUNG Kwok On	Suite 1702, 17/F
	Dina House, Ruttonjee Centre
	11 Duddell Street
	Central
	Hong Kong
	11 April 2019
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND BUY BACK SHARES,

RE-ELECTION OF DIRECTORS,

PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION

AND

NOTICE OF THE ANNUAL GENERAL MEETING

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