Country Garden : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS 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

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 Monday, 24 May 2021 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 54, 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.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this circular for measures being taken to try to prevent and control the spread of the Coronavirus at the AGM, including:

• compulsory temperature checks and health declarations
• compulsory wearing of surgical face masks
• no distribution of corporate gifts and refreshments
• appropriate seating arrangement in line with the relevant laws and regulations in Hong Kong

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. Attendees must wear a surgical face mask and Shareholders may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

22 April 2021

CONTENTS

		Pages
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . . .	6
3.	General mandate to buy back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . .	7
5.	Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I  - Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II - Details of retiring Directors to be re-elected . . . . . . . . . . . . . . .	13
Notice of the annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . .	18

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

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

1. Appropriate seating arrangement in line with the relevant laws and regulations in Hong Kong.
2. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue.
3. All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names, contact details and body condition, and state that whether in the preceding 21 days to their best knowledge they (1) have travelled outside of Hong Kong; (2) are subject to any HKSAR Government prescribed quarantine requirement; (3) had close contact with any confirmed cases or close contact with any person under quarantine or with recent travel history; or (4) have flu-like symptoms, fever or pneumonia etc.. Any person who responds positively to any of these questions may be denied entry into the AGM venue or be required to leave the AGM venue.
4. Attendees must wear a surgical face mask inside the AGM venue at all times, and to maintain a safe distance between seats.
5. No refreshments will be served, and there will be no corporate gifts.
6. No eating in the AGM venue.
7. Please leave the AGM venue as soon as possible after the AGM.

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

In the interest of all stakeholders' health and safety, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, strongly recommended by using a form of proxy with voting instructions inserted, Shareholders, particularly those who are subjected to quarantine, may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The form of proxy is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the form of proxy can be downloaded from the website of the Stock Exchange (http://www.hkexnews.hk) and the "Investor Relations - Announcement and Circulars" section of the website of the Company (http://www.countrygarden.com.cn). 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

Shareholders are strongly recommended not to attend the AGM in person. If Shareholders 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 Department

Email: [e-mail]

Tel: [phone]

If Shareholders have any questions relating to the AGM, please contact Tricor Investor Services Limited, the Share Registrar, as follows:

Tricor Investor Services Limited Level 54, Hopewell Centre 183 Queen's Road East

Hong Kong

E-mail:[e-mail]

Tel: [phone]

Fax: [phone]

- 2 -

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 Monday, 24 May 2021 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, 29 March 2021, 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

- 3 -

	DEFINITIONS
"Memorandum of Association"	the memorandum of association of the Company, adopted on 10
	November 2006 and as amended from time to time
"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 54, 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. SU Baiyuan
	Principal place of business in the PRC:
Non-executive Director:	Country Garden Centre
Mr. CHEN Chong	No. 1 Country Garden Road
	Beijiao Town
Independent non-executive Directors:	Shunde District, 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. TO Yau Kwok	Suite 1702, 17/F.
	Dina House, Ruttonjee Centre
	11 Duddell Street
	Central
	Hong Kong

22 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND BUY BACK SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF THE ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information relating to the resolutions to be proposed at the AGM for, among other things, (i) the grant and extension of the Issue Mandate; (ii) the grant of the Share Buy-back Mandate; and (iii) the re-election of the retiring Directors in accordance with the Articles of Association. These resolutions will be proposed at the AGM and are set out in the AGM Notice as contained in this circular.

2. GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution was passed at the annual general meeting of the Company held on 21 May

2020 whereby a general mandate was given to the Directors to issue Shares and such general mandate to issue Shares was extended by adding to it the number of Shares bought back under the general mandate to buy back Shares granted to the Directors on 21 May 2020.

Such general mandate will lapse at the conclusion of the AGM. Therefore, an ordinary resolution no. 5 of the AGM Notice will be proposed at the AGM to grant to the Directors the Issue Mandate to issue Shares up to a maximum of 20% of the total number of Shares in issue as at the date of the passing of the ordinary resolution (i.e. not exceeding 4,407,081,745 Shares based on the issued share capital of the Company of 22,035,408,726 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same at the date of passing of the ordinary resolution no. 5 of the AGM Notice) in order to ensure flexibility and discretion to the Directors to issue any Shares.

In addition, an ordinary resolution no. 7 of the AGM Notice will be proposed to extend the Issue Mandate by adding to it the number of Shares bought back under the Share Buy-back Mandate.

3. GENERAL MANDATE TO BUY BACK SHARES

An ordinary resolution was passed at the annual general meeting of the Company held on 21 May

2020 whereby a general mandate was given to the Directors to buy back Shares.

Such general mandate will lapse at the conclusion of the AGM. Therefore, an ordinary resolution no. 6 of the AGM Notice will be proposed at the AGM to grant to the Directors the Share Buy-back Mandate to buy back Shares up to a maximum of 10% of the total number of Shares in issue as at the date of the passing of the ordinary resolution (i.e. not exceeding 2,203,540,872 Shares based on the issued share capital of the Company of 22,035,408,726 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same at the date of passing of the ordinary resolution no. 6 of the AGM Notice).

In accordance with the Listing Rules, an explanatory statement to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution to approve the Share Buy-back Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

4. RE-ELECTION OF RETIRING DIRECTORS

The Board currently comprises 13 Directors, of which Mr. YEUNG Kwok Keung, Ms. YANG Huiyan, Mr. MO Bin, Ms. YANG Ziying, Mr. YANG Zhicheng, Mr. SONG Jun and Mr. SU Baiyuan are executive Directors; Mr. CHEN Chong is a non-executive Director; and Mr. LAI Ming, Joseph, Mr. SHEK Lai Him, Abraham, Mr. TONG Wui Tung, Mr. HUANG Hongyan and Mr. TO Yau Kwok are independent non- executive Directors.

Pursuant to Article 84 of the Articles of Association, Mr. YEUNG Kwok Keung, Ms. YANG Ziying, Mr. SONG Jun, Mr. TONG Wui Tung and Mr. HUANG Hongyan will retire from office by rotation at the AGM and, being eligible, offer themselves for re-election at the AGM.

Pursuant to code provision A.4.3 of the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 of the Listing Rules, Mr. TONG Wui Tung ("Mr. TONG") has served as an independent non-executive Director for more than 9 years and re-election of him 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, Mr. TONG has expressed objective views and given independent guidance to the Company over the years. The Board considers that Mr. TONG has satisfied the criteria for independence set out in Rule 3.13 of the Listing Rules. The Board also considers that his re-election is in the best interest of the Company and Shareholders as a whole.

In addition, the nomination committee of the Company had identified candidates pursuant to criteria set out in the nomination policy adopted by the Company and reviewed the written confirmation of independence of Mr. TONG and Mr. HUANG Hongyan ("Mr. HUANG"). The nomination committee of the Company is also of the view that each of Mr. TONG and Mr. HUANG would bring to the Board his own perspectives, skills and experience, as further described in his biographical details in Appendix II to this circular.

Based on the board diversity policy adopted by the Company, the nomination committee of the Company considers that Mr. TONG and Mr. HUANG can contribute to the diversity of the Board, in particular, with their professional background which enables them to provide valuable, independent and objective view to the Company's affairs respectively.

Brief biographical details of the Directors who are subject to re-election at the AGM are set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 18 to 22 of this circular to consider the resolutions relating to, inter alia, the re-election of the retiring Directors, the Issue Mandate, the Share Buy-back Mandate and the extension of the Issue Mandate.

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LETTER FROM THE BOARD

6. ACTIONS TO BE TAKEN

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.countrygarden.com.cn). If you do not intend or are unable to attend the AGM and wish to appoint a proxy/proxies to attend and vote on your behalf, you are requested to complete the accompanying form of proxy and return it to the Share Registrar in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

7. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM 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 and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

8. RESPONSIBILITY STATEMENT

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

9. RECOMMENDATION

The Directors consider that the re-election of the retiring Directors, the Issue Mandate, the Share Buy- back Mandate and the extension of the Issue Mandate are each in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM as set out in the AGM Notice.

Yours faithfully,

For and on behalf of the Board

Country Garden Holdings Company Limited

MO Bin

President and Executive Director

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Share Buy-back Mandate.

1. LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to buy back their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

1. the shares proposed to be purchased by the company are fully paid-up;
2. the company has previously sent to its shareholders an explanatory statement complying with the provisions of rule 10.06(1)(b) of the Listing Rules; and
3. the shareholders of the company have given a specific approval or a general mandate to the directors of the company to make the purchase(s), by way of an ordinary resolution which complies with rule 10.06(1)(c) of the Listing Rules and which has been passed at a general meeting of the company duly convened and held.

The company must report the outcome of the general meeting called to consider the proposed buy- back to the Stock Exchange immediately following the meeting.

2. SHARE IN ISSUE

As at the Latest Practicable Date, the total number of Shares in issue and fully paid-up was 22,035,408,726 Shares.

Subject to the passing of ordinary resolution no. 6 of the AGM Notice and on the basis that no further Shares are issued or bought back and/or cancelled prior to the AGM, the Company would be allowed under the Share Buy-back Mandate to buy back a maximum of 2,203,540,872 Shares.

3. REASON FOR BUY-BACK

The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have a general mandate from the Shareholders to enable the Company to buy back Shares in the market. Such a buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share. Buying back of Shares will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders as a whole.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT

4. FUNDING OF BUY-BACK

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and the Articles of Association and the applicable laws and regulations of the Cayman Islands. Pursuant to the Share Buy-back Mandate, buy-back will be made out of funds of the Company legally permitted to be utilized in this connection, including profits of the Company or out of a fresh issue of Shares made for the purpose of the buy-back or, if authorized by the Articles of Association and subject to the Companies Law, out of the capital of the Company and, in the case of any premium payable on the buy-back, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the Companies Law, out of the capital of the Company. The Company may not buy back securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. IMPACT OF BUY-BACK

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements of the Company contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Buy-back Mandate is exercised in full at any time during the proposed buy-back period. No buy- back pursuant to the Share Buy-back Mandate would be made where such buy-back would have a material adverse impact on the working capital or gearing position of the Company unless the Directors consider such buy-back were in the best interests of the Company and the Shareholders as a whole.

- 10 -

APPENDIX I	EXPLANATORY STATEMENT

6. SHARE PRICES RECORD

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months prior to the Latest Practicable Date and for the month of March 2021 up to the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2020
March	10.980	7.360
April	10.400	8.860
May	10.300	9.080
June	10.480	9.450
July	11.380	9.730
August	10.600	9.610
September	10.080	9.130
October	10.100	9.300
November	11.440	9.500
December	10.840	9.710
2021
January	10.880	9.370
February	10.140	9.060
March (up to the Latest Practicable Date)	10.100	8.820

7. GENERAL

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Buy-back Mandate in accordance with the Listing Rules, the Memorandum of Association and the Articles of Association and the applicable laws and regulations of the Cayman Islands.

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), has any present intention, if the Share Buy-back Mandate is approved by the Shareholders, to sell any Shares to the Company.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company or has undertaken not to do so, if the Share Buy-back Mandate is approved by the Shareholders.

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APPENDIX I	EXPLANATORY STATEMENT

8. EFFECTS OF TAKEOVERS CODES

If, as a result of a buy-back of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Codes. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Codes), depending on the level of increase in the interest of the Shareholder(s), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.

As at the Latest Practicable Date, Ms. YANG Huiyan has an indirect interest in 13,014,530,919 Shares representing approximately 59.06% of the issued Shares, through her 100% interest in Concrete Win Limited (controlling Shareholder).

In the event that the Directors exercise in full the power to buy back Shares under the Share Buy-back Mandate, then, (if the present shareholdings otherwise remain the same) the interest of Ms. YANG Huiyan in the Company held through Concrete Win Limited would be increased from approximately 59.06% to approximately 65.62% of the then issued Shares. The Directors are not aware of any consequences which may arise under the Takeovers Codes as a consequence of any buy-back made under the Share Buy-back Mandate. The Directors will use their best endeavours to ensure that the Share Buy-back Mandate will not be exercised to the extent that the percentage of total issued Shares held in public hands would fall below the minimum percentage prescribed by the Stock Exchange. The Directors have no intention to exercise the Share Buy-back Mandate which may result in possible mandatory offer being made under the Takeovers Codes or the public float of the Company falling below the minimum percentage prescribed by the Stock Exchange.

9. SHARE BUY-BACK MADE BY THE COMPANY

The Company did not buy back any Shares during the six months immediately preceding the Latest Practicable Date.

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APPENDIX II DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED

The biographical details of the Directors proposed to be re-elected at the AGM are set out as follows:

YEUNG Kwok Keung (楊國強), aged 66, was appointed as the Chairman and an executive Director in December 2006. Mr. YEUNG is also the chairman of the nomination committee, the corporate governance committee, the environmental, social and governance committee and the executive committee, a member of the remuneration committee of the Company and a director of various members of the Group. Mr. YEUNG is responsible for the formulation of development strategies, investment planning and overall project planning as well as ensuring the Board functions properly with good corporate governance practice. From 1992 to 1997, Mr. YEUNG was the general manager of Shunde Sanhe Property Development Co., Ltd., the real estate business in which Mr. YEUNG was engaged in before he founded the Group. From 1986 to 1997, Mr. YEUNG served as the general manager and the chairman of Shunde Beijiao Construction Company Limited and also served as the general manager of the Group from 1997 to 2003. He has been the chairman since the Company was listed in 2007. Mr. YEUNG has over 43 years of experience in construction and over 29 years of experience in property development. Mr. YEUNG was awarded "China Charity Outstanding Contributions Person" and "Top Ten Contributions Persons to China Real Estate" in 2009, "China Real Estate Entrepreneur Charity Award" and "Person of China Real Estate" in 2010, "Individual under Non-collectively Own Category for Helping Poverty in Guangdong" in 2011, "2012 China Corporate Social Responsibility Award for Outstanding Entrepreneur" in 2012, "National Outstanding Individual for Poverty Relief" Honorable Mention in 2014, "2015 China Poverty Eradication Award" in 2015, "China Charity Award-The Most Caring Contributing Individual" and "National Contribution Award for Poverty Relief" in 2016, as well as "National Outstanding Individual in Poverty Alleviation" in 2021. Mr. YEUNG is a member of the 12th and 13th National Committee of the Chinese People's Political Consultative Conference, the Honorary President of Guangdong Foundation for Poverty Alleviation and the Honorable Director of Tsinghua University. Save as disclosed above, Mr. YEUNG has not held any directorship in any other public listed companies in the last three years or any other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Mr. YEUNG does not have any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance. However, Mr. YEUNG held US$591,000,000 debentures through his 100% interest in Fine Nation Group Limited.

Mr. YEUNG is the father of Ms. YANG Huiyan, the Co-Chairman, an executive Director and the controlling Shareholder; the father of Ms. YANG Ziying, an executive Director; the uncle of Mr. YANG Zhicheng, an executive Director; and the father-in-law of Mr. CHEN Chong, a non-executive Director. Save as disclosed above, Mr. YEUNG does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholder of the Company.

Mr. YEUNG has entered into a service agreement with the Company for a term of two years commencing on 1 January 2021 subject to termination by not less than six months' notice in writing served by either party on the other and is subject to retirement from office and re-election at the annual general meetings of the Company in accordance with the Articles of Association. His emoluments are determined with reference to his duties and responsibilities with the Company, the Company's remuneration policy and the prevailing market conditions. Under the service agreement, Mr. YEUNG is entitled to receive a basic annual salary of RMB10,000,000 and is entitled to other fringe benefits. Besides, Mr. YEUNG is entitled to a year end management bonus of a sum to be determined by the Board at its absolute discretion. For the year ended 31 December 2020, Mr. YEUNG has received total emoluments of RMB15,323,175.

Save as disclosed above, the Board is not aware of any other matter in relation to Mr. YEUNG's re-election that needs to be brought to the attention of the Shareholders and any other information to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

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APPENDIX II DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED

YANG Ziying (楊子莹), aged 33, was appointed as an executive Director in May 2011. Ms. YANG is also a member of the executive committee and the finance committee of the Company. Ms. YANG graduated from Ohio State University with a bachelor degree in psychology. Ms. YANG joined the Group in 2008 as an assistant to the Chairman. Currently, she is primarily responsible for overseeing the finance of the Group, including offshore and onshore financing. Prior to joining the Group, Ms. YANG worked in a renowned global investment bank. Save as disclosed above, Ms. YANG has not held any directorship in any other public listed companies in the last three years or any other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Ms. YANG has an indirect interest in 4,810,000 Shares through her 100% interest in Harvest Blossom Limited, representing approximately 0.02% of the issued Shares within the meaning of Part XV of the Securities and Futures Ordinance. Ms. YANG also held US$18,000,000 debentures through her 100% interest in Shiny Dragon Assets Limited.

Ms. YANG is the daughter of Mr. YEUNG Kwok Keung, the Chairman and an executive Director; the sister of Ms. YANG Huiyan, the Co-Chairman, an executive Director and the controlling Shareholder;

1. cousin of Mr. YANG Zhicheng, an executive Director; and a sister-in-law of Mr. CHEN Chong, a non- executive Director. Save as disclosed above, Ms. YANG does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholder of the Company.

Ms. YANG has entered into a service agreement with the Company for a term of two years commencing on 1 January 2021 subject to termination by not less than six months' notice in writing served by either party on the other and is subject to retirement from office and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Her emoluments are determined with reference to her duties and responsibilities with the Company, the Company's remuneration policy and the prevailing market conditions. Under the service agreement, Ms. YANG is entitled to receive a basic annual salary of RMB10,000,000 and is entitled to other fringe benefits. Besides, Ms. YANG is entitled to a year end management bonus of a sum to be determined by the Board at its absolute discretion. For the year ended 31 December 2020, Ms. YANG has received total emoluments of RMB13,934,327.

Save as disclosed above, the Board is not aware of any other matter in relation to Ms. YANG's reelection that needs to be brought to the attention of the Shareholders and any other information to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

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APPENDIX II DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED

SONG Jun (宋軍), aged 53, was appointed as an executive Director in May 2013. Mr. SONG graduated from Chongqing College of Construction and Architecture (currently known as Chongqing University) with a bachelor degree in engineering and is a qualified PRC architect. Prior to joining the Group in 1994, Mr. SONG worked in Hunan Province Jishou City Construction Institute and Guangdong Elite Architectural Co., Ltd. and was responsible for architectural design work. Since 1997, he served as a project manager and a general manager of Foshan Shunde Country Garden Property Development Co., Ltd. and Guangzhou Country Garden Company, and has been serving as vice President since 2005, and has been responsible for the management of property project development of the Group. Currently, Mr. SONG is responsible for the overall operation, management and sustainable development of property projects of the Group in certain regions. Mr. SONG has 24 years of experience in the management of property development. Save as disclosed above, Mr. SONG has not held any directorship in any other public listed companies in the last three years or any other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Mr. SONG held a direct interest in 6,889,460 underlying Shares (representing interests of share options to subscribe 6,889,460 Shares granted under the 2007 Share Option Scheme and the 2017 Share Option Scheme), representing approximately 0.03% of the issued Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. SONG does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholder of the Company.

Mr. SONG has entered into a service agreement with the Company for a term of two years commencing on 1 January 2021 subject to termination by not less than six months' notice in writing served by either party on the other and is subject to retirement from office and re-election at the annual general meetings of the Company in accordance with the Articles of Association. His emoluments are determined with reference to his duties and responsibilities with the Company, the Company's remuneration policy and the prevailing market conditions. Under the service agreement, Mr. SONG is entitled to receive a basic annual salary of RMB4,000,000 and is entitled to other fringe benefits. Besides, Mr. SONG is entitled to a year end management bonus of a sum to be determined by the Board at its absolute discretion. For the year ended 31 December 2020, Mr. SONG has received total emoluments of RMB28,833,273.

Save as disclosed above, the Board is not aware of any other matter in relation to Mr. SONG's reelection that needs to be brought to the attention of the Shareholders and any other information to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

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APPENDIX II DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED

TONG Wui Tung (唐滙棟), aged 70, was appointed as an independent non-executive Director in December 2006. He is the chairman of the remuneration committee and a member of the audit committee, the nomination committee and the environmental, social and governance committee of the Company. Mr. TONG has been practicing as a solicitor in Hong Kong for over 40 years and is a partner of the law firm, Messrs. Cheung, Tong & Rosa Solicitors. He is also a Notary Public and a China Appointed Attesting Officer, and is admitted as a solicitor in several other jurisdictions. Mr. TONG ceased to be a non-executive director of Yip's Chemical Holdings Limited with effect from 5 June 2018, a company whose shares are listed on the Stock Exchange. Save as disclosed above, Mr. TONG has not held any directorship in any other public listed companies in the last three years or any other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Mr. TONG has a direct interest in 1,014,786 Shares, representing approximately 0.0046% of the issued Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. TONG does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholder of the Company.

Mr. TONG has entered into an appointment letter with the Company for a term of two years commencing on 1 January 2021 and is subject to retirement from office and re-election at the annual general meetings of the Company in accordance with the Articles of Association. His emoluments are determined with reference to his duties and responsibilities with the Company, the Company's remuneration policy and the prevailing market conditions. Under the appointment letter, Mr. TONG is entitled to receive an annual fee of RMB330,000. For the year ended 31 December 2020, Mr. TONG has received an annual fee of RMB330,000.

Save as disclosed above, the Board is not aware of any other matter in relation to Mr. TONG's reelection that needs to be brought to the attention of the Shareholders and any other information to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

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APPENDIX II DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED

HUANG Hongyan (黃洪燕), aged 50, was appointed as an independent non-executive Director in December 2012. He is a member of the audit committee, the remuneration committee and the nomination committee of the Company. Mr. HUANG graduated from Toulouse Business School, Doctorate of Business Administration, and is also qualified as a Chinese certified public accountant, a Chinese certified tax agent, a Chinese certified public valuer, a certified internal auditor and a corporate accountant. Currently, Mr. HUANG serves as a general manager of Foshan Yestar Consulting Co., Ltd.. Mr. HUANG ceased to be an independent director of C&S Paper Co., Ltd. from 22 January 2021 and ceased to be an independent director of Guangdong Transtek Medical Electronics Co., Ltd. from 21 February 2019, both of which are companies whose shares are listed on the Shenzhen Stock Exchange. Save as disclosed above, Mr. HUANG has not held any directorship in any other public listed companies in the last three years or any other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Mr. HUANG does not have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. HUANG does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholder of the Company.

Mr. HUANG has entered into an appointment letter with the Company for a term of two years commencing on 1 January 2021 and is subject to retirement from office and re-election at the annual general meetings of the Company in accordance with the Articles of Association. His emoluments are determined with reference to his duties and responsibilities with the Company, the Company's remuneration policy and the prevailing market conditions. Under the appointment letter, Mr. HUANG is entitled to receive an annual fee of RMB240,000. For the year ended 31 December 2020, Mr. HUANG has received an annual fee of RMB240,000.

Save as disclosed above, the Board is not aware of any other matter in relation to Mr. HUANG's re-election that needs to be brought to the attention of the Shareholders and any other information to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

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NOTICE OF THE ANNUAL GENERAL MEETING

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)

NOTICE IS HEREBY GIVEN that an annual general meeting of Country Garden Holdings Company Limited (the "Company") will be held at Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Monday, 24 May 2021 at 10:00 a.m. (the "AGM") for the following purposes:

1. To receive and adopt the audited consolidated financial statements, the report of the directors and the independent auditor's report of the Company for the year ended 31 December 2020.
2. To declare a final dividend of RMB24.98 cents per share of the Company for the year ended 31 December 2020.
3. (a) Each as a separate resolution, to re-elect the following directors of the Company (the "Director(s)"):
4. 1. 1. to re-elect Mr. YEUNG Kwok Keung as an executive Director;
      2. to re-elect Ms. YANG Ziying as an executive Director;
      3. to re-elect Mr. SONG Jun as an executive Director;
      4. to re-elect Mr. TONG Wui Tung as an independent non-executive Director;
      5. to re-elect Mr. HUANG Hongyan as an independent non-executive Director; and
   2. To authorize the board of Directors (the "Board") to fix the Directors' remuneration.
5. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorize the Board to fix their remuneration.

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NOTICE OF THE ANNUAL GENERAL MEETING

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

"THAT:

1. subject to paragraph (c) below, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot, and deal with any unissued shares in the capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the shares of the Company to be issued either during or after the end of the Relevant Period (as hereinafter defined);
3. the total number of the shares of the Company allotted or agreed conditionally or unconditionally to be issued or allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to
4. 1. a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to grantees as specified in such share option scheme or option scheme or similar arrangement of shares or rights to acquire shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the issue and allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares of the Company into larger or smaller number of shares after the passing of this resolution) and the said approval shall be limited accordingly; and
5. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
6. 1. the conclusion of the next annual general meeting of the Company; or
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or

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NOTICE OF THE ANNUAL GENERAL MEETING

1. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution; and

"Rights Issue" means an offer of shares of the Company or issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities) (subject in all cases 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, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

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

"THAT:

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the total number of shares of the Company which the Company is authorized to buy back pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution) and the said approval shall be limited 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; or
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
   3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution."

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NOTICE OF THE ANNUAL GENERAL MEETING

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

"THAT conditional upon the ordinary resolution nos. 5 and 6 of the notice convening this meeting being passed, the general mandate granted to the Directors to issue, allot and deal with any unissued shares in the capital of the Company pursuant to the ordinary resolution no. 5 of the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of a number representing the total number of shares of the Company bought back by the Company under the authority granted pursuant to the ordinary resolution no. 6 of the notice convening this meeting, provided that such extended number shall not exceed 10% of the total number of shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution)."

By Order of the Board

Country Garden Holdings Company Limited

MO Bin

President & Executive Director

Foshan, Guangdong Province, the PRC, 22 April 2021

Notes:

1. Any member entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy needs not be a member of the Company.
2. If more than one of the joint registered holders are present at the meeting personally or by proxy, then only one of the said persons so present whose name stands first on the register of members in respect of such share(s) of the Company shall be accepted to the exclusion of the votes of the other joint registered holders.
3. In order to be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong (the "Share Registrar") not less than 48 hours before the time for holding the meeting or any adjournment thereof.
4. The register of members of the Company will be closed from Monday, 17 May 2021 to Monday, 24 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to determine the identity of the shareholders who are entitled to attend and vote at the meeting, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Share Registrar not later than 4:30 p.m. on Friday, 14 May 2021.

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NOTICE OF THE ANNUAL GENERAL MEETING

1. The register of members of the Company will be closed from Monday, 7 June 2021 to Tuesday, 8 June 2021, both days inclusive, during which period no transfer of shares will be registered. Subject to the approval of shareholders in the meeting, the proposed final dividend will be payable to shareholders whose names appear on the register of members of the Company on Tuesday, 8 June 2021. In order to qualify for the proposed final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Share Registrar not later than 4:30 p.m. on Friday, 4 June 2021.
2. Pursuant to rule 13.39(4) of the Listing Rules, all votes at the 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 and the Company will announce the results of the poll in the manner prescribed under rule 13.39(5) of the Listing Rules.
3. With regard to items 3 and 5 to 7 set out in this notice, a circular giving details of the re-election of Directors and the general mandates to issue and to buy back shares of the Company (the "Circular") will be despatched to shareholders of the Company on 22 April 2021. The biographical details of the Directors who are proposed to be re-elected at the meeting are set out in Appendix II to the circular.
4. If a typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal is in force at or at any time after 7:00 a.m. on the date of the meeting, subject to consent of the meeting, the meeting will be postponed or adjourned. The Company will post an announcement on the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.countrygarden.com.cn) to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
   The meeting will be held as scheduled when an amber or a red rainstorm warning signal is in force. Shareholders of the Company should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.
5. As at the date of this notice, the Board is comprised of 13 Directors, of which Mr. YEUNG Kwok Keung (Chairman), Ms. YANG Huiyan (Co-Chairman), Mr. MO Bin (President), Ms. YANG Ziying, Mr. YANG Zhicheng, Mr. SONG Jun and Mr. SU Baiyuan are executive Directors, Mr. CHEN Chong is a non-executive Director and Mr. LAI Ming, Joseph, Mr. SHEK Lai Him, Abraham, Mr. TONG Wui Tung, Mr. HUANG Hongyan and Mr. TO Yau Kwok are independent non-executive Directors.
6. PRECAUTIONARY MEASURES FOR THE AGM
   Please see page 1 of the Circular for measures being taken to try to prevent and control the spread of the Coronavirus at the AGM, including:
7. • compulsory temperature checks and health declarations
   • compulsory wearing of surgical face masks
   • no distribution of corporate gifts and refreshments
   • appropriate seating arrangement in line with the relevant laws and regulations in Hong Kong

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. Attendees must wear a surgical face mask and Shareholders may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

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