Hopson Development : PROPOSALS FOR (1) RE-ELECTION OF RETIRING DIRECTORS AND (2) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Hopson Development Holdings Limited (the ''Company''), you should at once hand this document and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

(Incorporated in Bermuda with limited liability)

(Stock Code: 754)

website: http://www.irasia.com/listco/hk/hopson

PROPOSALS FOR

1. RE-ELECTIONOF RETIRING DIRECTORS AND
2. 1. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

A letter from the board of directors of the Company is set out on pages 3 to 9 of this document. A notice convening the annual general meeting (the ''AGM'') of the Shareholders of the Company (the ''Shareholders'') to be held at Gloucester Room, 2/F, Mandarin Oriental, 5 Connaught Road Central, Central, Hong Kong on Friday, 11 June 2021 at 10:30 a.m. is set out on pages 14 to 17 of this document.

A form of proxy for the AGM is enclosed with this document. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM (i.e. not later than Wednesday, 9 June 2021 at 10:30 a.m. (Hong Kong time)) or any adjournment thereof. The completion and return of a form of proxy will not preclude you from attending and voting at the AGM in person.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of the Shareholders and all attendees at the AGM and to prevent the spread of the coronavirus (''COVID-19''), the following precautionary measures will be implemented at the AGM, without limitation:

. compulsory body temperature checks will be conducted at the entrance of the venue of the AGM. Any person with a body temperature of 37.4 degrees Celsius or above, or is exhibiting flu-like symptoms, may be denied entry into the venue and may be required to leave the venue but may be allowed to vote by submitting a voting slip to the scrutineer at the entrance of the venue;

. mandatory wearing of surgical face masks at the AGM venue and throughout the AGM (Please note that no masks will be provided at the AGM venue and all attendees should wear their own masks); and

. no refreshment or souvenirs will be provided at the AGM.

Any person who does not comply with the precautionary measures above or is subject to any Hong Kong Government prescribed quarantine may be denied entry to the venue of the AGM. The Company would like to remind the Shareholders and all attendees who will attend the AGM in person to take personal precautions and abide by the requirements of epidemic precaution and control at the venue of the AGM. The Company would also like to remind the Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. Shareholders are encouraged to vote by filing in and submitting the relevant proxy form of the AGM, and appoint the chairman of the AGM as their proxy to vote on the relevant resolutions as instructed in accordance with the relevant proxy form instead of attending the AGM in person. Subject to the development of the COVID-19 pandemic and any directive(s) that may be further issued by the Hong Kong Government, the Company may implement further changes and precautionary measures and may issue further announcement(s) on such measures as and when appropriate.

• for identification purposes only

22 April 2021

CONTENTS

	Page No.
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . 1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . 3
APPENDIX I - EXPLANATORY STATEMENT ON
THE SHARE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . .	. . . 10
APPENDIX II - NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . 14

- i -

DEFINITIONS

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

''2020 Annual Report''	the 2020 annual report of the Company
''AGM''	the annual general meeting of the Company to be held at
	Gloucester Room, 2/F, Mandarin Oriental, 5 Connaught Road
	Central, Central, Hong Kong on Friday, 11 June 2021 at 10:30
	a.m. or any adjournment thereof
''Board''	the board of Directors or a duly authorised committee of the
	board of Directors
''Bye-laws''	the bye-laws of the Company as amended from time to time
''close associate(s)''	has the meaning ascribed to it under the Listing Rules
''Company''	Hopson Development Holdings Limited, a company
	incorporated in Bermuda with limited liability and whose
	Shares are listed on the main board operated by the Stock
	Exchange
''controlling Shareholder(s)''	has the meaning ascribed to it under the Listing Rules
''core connected person(s)''	has the meaning ascribed to it under the Listing Rules
''Director(s)''	director(s) from time to time of the Company
''Group''	the Company and its subsidiaries from time to time
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Latest Practicable Date''	16 April 2021, being the latest practicable date prior to the
	printing of this document for ascertaining certain information
	for inclusion in this document
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
''PRC''	the People's Republic of China
''RMB''	Renminbi, the lawful currency of PRC
''SFO''	the Securities and Futures Ordinance (Cap. 571 of the Laws of
	Hong Kong)
	- 1 -

DEFINITIONS

''Share(s)''	ordinary share(s) of HK$0.1 each in the share capital of the
	Company (or of such other nominal amount as comprising the
	ordinary share capital of the Company as shall result from a
	sub-division or a consolidation of the share capital of the
	Company from time to time)
''Shareholder(s)''	shareholder(s) of the Company
''Ju Rong''	Ju Rong Investment Holdings Limited 聚融投資控股有限公司,
	a limited company incorporated in Hong Kong
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''substantial Shareholder(s)''	has the meaning ascribed to it under the Listing Rules
''Takeovers Code''	the Hong Kong Code on Takeovers and Mergers
''%''	per cent

- 2 -

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 754)

website: http://www.irasia.com/listco/hk/hopson

Executive Directors:	Principal Office:
CHU Kut Yung (Chairman)	Unit 4903-10
ZHANG Fan (Co-president)	49/F., The Center
AU Wai Kin	99 Queen's Road Central
XIE Bao Xin	Central
BAO Wenge	Hong Kong
Independent Non-executive Directors:	Registered Office:
TAN Leng Cheng, Aaron	Clarendon House
CHING Yu Lung	2 Church Street
	Hamilton HM11
	Bermuda
	22 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

1. RE-ELECTIONOF RETIRING DIRECTORS AND
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

The purpose of this document is to provide you with information regarding the resolutions to be proposed at the AGM involving (1) the re-election of retiring Directors; and (2) the grant to the Directors general mandates to allot, issue and deal with additional Shares and to repurchase Shares, and the extension of the general mandate to allot, issue and deal with new Shares by the addition thereto of any Shares repurchased by the Company.

• for identification purposes only

- 3 -

LETTER FROM THE BOARD

1. RE-ELECTIONOF RETIRING DIRECTORS

In accordance with Bye-law 87(1) of the Bye-laws, Mr. Xie Bao Xin, Mr. Bao Wenge and Mr. Ching Yu Lung will retire by rotation at the AGM and, being eligible, have offered themselves for re-election.

In accordance with Bye-law 86(2) of the Bye-laws, any Director appointed by the Board after the annual general meeting of the Company held on 12 June 2020 will retire at the AGM. Accordingly, Mr. Zhang Fan will retire from office and, being eligible, has offered himself for reelection at the AGM.

Recommendations of the Nomination Committee

In accordance with the terms of reference of the nomination committee of the Company (the ''Nomination Committee''), the Nomination Committee has:

1. reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of each of the retiring Directors, namely Mr. Xie Bao Xin, Mr. Bao Wenge, Mr. Zhang Fan and Mr. Ching Yu Lung with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy and the Company's corporate strategy; and
2. assessed the independence of the independent non-executive Director to be re- elected, being Mr. Ching Yu Lung.

The Nomination Committee is of the opinion that:

1. the performance of each of Mr. Xie Bao Xin, Mr. Bao Wenge, Mr. Zhang Fan and Mr. Ching Yu Lung; and
2. based on the information available to the Nomination Committee and having taken into account the independence confirmation given by Mr. Ching Yu Lung, the Nomination Committee was satisfied that Mr. Ching Yu Lung (i) met the criteria set out in rule 3.13 of the Listing Rules; and (ii) was a person of integrity and independent in character and judgment; and the Nomination Committee considered Mr. Ching Yu Lung as independent to the Company.

Accordingly, the Nomination Committee has recommended to the Board on re-election of Mr. Xie Bao Xin, Mr. Bao Wenge and Mr. Zhang Fan as executive Directors; and Mr. Ching Yu Lung as independent non-executive Director.

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LETTER FROM THE BOARD

The retiring independent non-executive Director, namely Mr. Ching Yu Lung has given to the Company an annual confirmation of his independence. The Directors are of the opinion that Mr. Ching Yu Lung is independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Board, therefore, considers Mr. Ching Yu Lung to be independent and believes he should be re-elected.

The qualifications, previous experience and major appointments of all the Directors who stand for re-election at the AGM are set out in the ''Directors' Profile'' section contained in the 2020 Annual Report which has been sent to the Shareholders. Other biographical details of each of the said Directors, as required to be disclosed pursuant to rule 13.51(2) of the Listing Rules, are set out below for the Shareholders' consideration.

1. Mr. Xie Bao Xin (aged 41)

Mr. Xie joined the Group in July 2002 and was appointed to the Board on 11 July 2013. He is an executive Director and the chief financial officer of the Company. He is also a director of certain subsidiaries of the Company. Mr. Xie was the General Manager of Finance and Investment Management Centre of the Group and the members of the Group established in the Guangzhou District. Mr. Xie did not hold any directorship in any other listed companies in the last three years, and does not have any relationship with any other Directors, senior management or substantial Shareholders or controlling Shareholders.

Mr. Xie has a service contract with the Company for a term of three years commencing from 11 July 2013, which was renewed for a further term of three years commencing from 11 July 2019. Mr. Xie is subject to retirement by rotation and re-election in accordance with the Bye-laws. Pursuant to Mr. Xie's service contract, he is entitled to an annual remuneration of RMB1,272,000 (including housing and business subsidies).

As at the Latest Practicable Date, Mr. Xie did not have any interest (within the meaning of Part XV of the SFO) in the securities of the Company.

1. Mr. Bao Wenge (aged 44)

Mr. Bao joined the Group in 2000 and was appointed to the Board on 18 November 2014. He is an executive Director and a director of certain subsidiaries of the Company. He is also the vice president of the Group and general manager of business investment department. Mr. Bao did not hold any directorship in any other listed companies in the last three years, and does not have any relationship with any other Directors, senior management or substantial Shareholders or controlling Shareholders or hold any other position with the Company or any member of the Group.

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LETTER FROM THE BOARD

Mr. Bao has a service contract with the Company for a term of three years commencing from 18 November 2014, which was renewed for a further term of three years commencing from 18 November 2020. Mr. Bao is subject to retirement by rotation and re-election in accordance with the Bye-laws. Pursuant to Mr. Bao's service contract, he is entitled to an annual remuneration of HK$1,800,000 (including housing and business subsidies).

As at the Latest Practicable Date, Mr. Bao did not have any interest (within the meaning of Part XV of the SFO) in the securities of the Company.

1. Mr. Zhang Fan (aged 55)

Mr. Zhang joined the Group in March 2018 as a director of a project company subsidiary of the Company. Mr. Zhang was subsequently appointed in 2019 as the vice-president of the Group cum manager of the Guangdong-HongKong-Macao Greater Bay Area investment development committee of the Group. Mr. Zhang was further promoted and appointed as the co-president of the Group in January 2020 and was appointed to the Board as an executive Director on 1 November 2020. Mr. Zhang did not hold any directorship in any other listed companies in the last three years, and does not have any relationship with any other Directors, senior management or substantial Shareholders or controlling Shareholders.

Mr. Zhang entered into a service contract with the Company in respect of his appointment as an executive Director and the co-president for a period of three years commencing from 1 November 2020. Mr. Zhang is subject to retirement by rotation and reelection in accordance with the Bye-laws. Subject to review by the Board from time to time, Mr. Zhang is entitled to an annual remuneration of RMB2,000,000 (including housing and business subsidies).

As at the Latest Practicable Date, Mr. Zhang did not have any interest (within the meaning of Part XV of the SFO) in the securities of the Company.

1. Mr. Ching Yu Lung (aged 51)

Mr. Ching was appointed to the Board as an independent non-executive Director on 1 July 2015. He is also a member of each of the Nominee Committee, the audit committee, remuneration committee and connected transactions/related party transactions committee of the Company. Mr. Ching currently serves as the chief financial officer of a company listed on the Stock Exchange. Mr. Ching is an independent non-executive director of Shenzhen Investment Holdings Bay Area Development Company Limited (深圳投控灣區發展有限公司), Ngai Hing Hong Company Limited (毅興行有限公司), Termbray Industries International (Holdings) Limited (添利工業國際(集團)有限公司), and AMVIG Holdings Limited (澳科控股有限公司), all of whose shares are listed on the Stock Exchange. Save as disclosed, Mr. Ching did not hold any directorship in other listed companies in the last three years.

- 6 -

LETTER FROM THE BOARD

Mr. Ching has entered into a letter of appointment with the Company in respect of his appointment as an independent non-executive Director commencing from 1 July 2015 which can be terminated by either party giving the other not less than three months' prior notice. Mr. Ching's directorship with the Company is subject to retirement by rotation and re-election in accordance with the Bye-laws. Subject to review by the Board from time to time, Mr. Ching is entitled to an annual Director's fee of HK$340,000.

As at the Latest Practicable Date, Mr. Ching did not have any interest (within the meaning of Part XV of the SFO) in the securities of the Company.

1. 1. General
   2. 1. The emoluments of all Directors are determined with reference to the Directors' duties and responsibilities, the Company's performance, as well as remuneration benchmark in the industry and prevailing market conditions.
      2. Save for the information set out in this section and in the 2020 Annual Report, there is no other matter that needs to be brought to the attention of the Shareholders or other information that should be disclosed under rule 13.51(2) of the Listing Rules.
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
   As the general mandates granted to the Directors to allot, issue, and deal with and repurchase

Shares respectively pursuant to resolutions passed by the Shareholders at the Company's annual general meeting held on 12 June 2020 will lapse at the conclusion of the AGM, resolutions will be proposed at the AGM to renew the grant of these general mandates. The relevant resolutions, in summary, are:

. an ordinary resolution to grant to the Directors a general and unconditional mandate to allot, issue, and deal with additional securities of the Company (including, inter alia, offers, agreements, options, warrants or similar rights in respect thereof) not exceeding 20% of the number of the Company's issued shares as at the date of passing the relevant resolution for the period from the close of the AGM until the conclusion of the next annual general meeting of the Company (or such earlier period as stated in the resolution) (the ''Issue Mandate''). On the basis of 2,191,368,434 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased by the Company before the AGM, exercise in full of the Issue Mandate could result in up to 438,273,686 Shares being issued by the Company;

- 7 -

LETTER FROM THE BOARD

. an ordinary resolution to grant to the Directors a general and unconditional mandate to exercise all the powers of the Company to repurchase such number of Shares not exceeding 10% of the number of the Company's issued shares as at the date of passing the relevant resolution for the period from the close of the AGM until the conclusion of the next annual general meeting of the Company (or such earlier period as stated in the resolution) (the ''Share Repurchase Mandate''); and

. conditional on the passing of the resolutions to grant the Issue Mandate and the Share Repurchase Mandate, an ordinary resolution to authorise the Directors to exercise the powers of the Company to allot, issue, and deal with additional securities under the Issue Mandate by adding those Shares repurchased by the Company pursuant to the Share Repurchase Mandate.

The explanatory statement providing the requisite information regarding the Share Repurchase Mandate as required to be sent to Shareholders under the Listing Rules is set out in Appendix I to this document.

1. AGM

The notice convening the AGM is set out in Appendix II to this document. At the AGM, amongst others, ordinary resolutions will be proposed to approve the re-election of the retiring Directors, the granting of the Issue Mandate and the Share Repurchase Mandate and the extension of the Issue Mandate by the addition thereto of any Shares repurchased under the Share Repurchase Mandate.

A form of proxy for use at the AGM is enclosed with this document. Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. not later than Wednesday, 9 June 2021 at 10:30 a.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM should you so wish.

Pursuant to rule 13.39(4) of the Listing Rules, any votes of the Shareholders at a general meeting must be taken by poll. Accordingly, the chairman of the AGM will demand a poll for each and every resolution put forward at the AGM pursuant to Bye-law 66.

- 8 -

LETTER FROM THE BOARD

1. RECOMMENDATION

The Directors consider that the proposed resolutions regarding the re-election of the retiring Directors, the granting of the Issue Mandate and the Share Repurchase Mandate and the extension of the Issue Mandate by the addition thereto of any Shares repurchased under the Share Repurchase Mandate are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the proposed resolutions.

Yours faithfully,

By order of the Board

CHU Kut Yung

Chairman

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APPENDIX I	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

This explanatory statement includes information required under rule 10.06(1)(b) of the Listing Rules to be given to Shareholders in connection with the proposed resolutions authorising the Share Repurchase Mandate.

1. EXERCISE OF THE SHARE REPURCHASE MANDATE

On the basis of 2,191,368,434 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased by the Company before the AGM, exercise in full of the Share Repurchase Mandate could result in up to 219,136,843 Shares being repurchased by the Company during the period from the passing of the resolution relating to the Share Repurchase Mandate up to the earliest of (i) 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 the Bye-laws or any applicable laws to be held; and (iii) the revocation, variation or renewal of the Share Repurchase Mandate by ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to seek a general authority from Shareholders to enable the Company to repurchase Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share.

The Directors are seeking the grant of general mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate. Repurchases of Shares will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association of the Company and the Bye-laws and the applicable laws of Bermuda. The Company is empowered under its Memorandum of Association to repurchase Shares and the same authority is given under section 42A of the Companies Act 1981 of Bermuda. The Bye-laws supplement the Company's Memorandum of Association by providing that this power is exercisable by the Directors upon such terms and subject to such conditions as they think fit. The Companies Act 1981 of Bermuda provides that the funds permitted to be utilized in connection with a share repurchase may only be paid out of either the capital paid up on the relevant repurchased shares, or the funds of the Company that would otherwise be available for dividend or distribution, or the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on a share repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution, or out of the share premium account of the Company.

- 10 -

APPENDIX I	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

There might be an adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts as contained in the 2020 Annual Report) in the event that the Share Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors would consider the Company's financial position at the relevant time in exercising the Share Repurchase Mandate and would not propose to exercise any repurchases 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.

4. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

No Directors or (to the best of the knowledge of the Directors having made all reasonable enquiries) any their respective close associates have a present intention, in the event that the Share Repurchase Mandate is approved and exercised, to sell Shares to the Company. No core connected persons have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Share Repurchase Mandate is approved and exercised.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Share Repurchase Mandate in accordance with the Listing Rules and all applicable laws of Bermuda, the regulations set out in the Memorandum of Association of the Company and the Bye-laws.

6. TAKEOVERS CODE CONSEQUENCES

If as the result of a repurchase of Shares a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. A waiver of this provision would not normally be given except in extraordinary circumstances. As at the Latest Practicable Date, Mr. Chu Mang Yee (through his wholly-owned company, Sounda Properties Limited), his son, Mr. Chu Yat Hong (through his wholly-owned company, Farrich Investments Limited) and his daughter, Ms. Chu Kut Yung (in her own capacity and through her wholly-owned company, Ju Rong) held an aggregate of approximately 71.08% of the issued share capital of the Company; and Mr. Au Wai Kin (through his wholly-owned company, Yield Plentiful Incorporated) held approximately 1.57% of the issued share capital of the Company. In the event that the Directors exercise in full the Share Repurchase Mandate (if so approved), the aggregate interests of Mr. Chu Mang Yee, Mr. Chu Yat Hong and Ms. Chu Kut Yung will be increased to approximately 78.98% and the interests of Mr. Au Wai Kin will be increased to approximately 1.75% of the then issued

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APPENDIX I	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

share capital of the Company. The Directors are not aware of any Shareholder, or group of Shareholders acting in concert, who will become obliged to make a mandatory offer as a result of repurchases of Shares.

Furthermore, the Directors have no intention to exercise the Share Repurchase Mandate to such extent as would cause the public float to fall below 25% or such other minimum percentage as prescribed by the Listing Rules from time to time.

7. SHARE REPURCHASES MADE BY THE COMPANY

The Company has repurchased a total of 20,954,000 Shares on the Stock Exchange during the six months immediately preceding the Latest Practicable Date, details of which are as follows:

			Number	Price of the
			of Shares	repurchased Shares
Date of repurchase	repurchased	Highest	Lowest
				(HK$)	(HK$)
19	October 2020	764,000	19.80	19.06
20	October 2020	756,000	19.98	19.42
21	October 2020	746,000	20.40	19.76
22	October 2020	744,000	20.35	19.86
2	November 2020	1,034,000	19.80	18.86
3	November 2020	778,000	19.36	18.90
4	November 2020	768,000	19.76	18.92
13	November 2020	1,044,000	19.30	18.64
1	December 2020	2,706,000	18.74	18.26
2	December 2020	2,498,000	18.60	17.36
3	December 2020	1,626,000	18.50	18.12
4	December 2020	1,894,000	19.96	18.60
17	December 2020	2,076,000	19.40	18.76
25	March 2021	750,000	26.80	26.15
26	March 2021	22,000	27.45	27.15
30	March 2021	432,000	28.30	28.15
31	March 2021	362,000	27.90	27.35
9	April 2021	550,000	27.90	27.05
12	April 2021	100,000	26.50	26.50
13	April 2021	750,000	26.60	25.55
16	April 2021	554,000	26.80	26.30

Save as disclosed above, the Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

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APPENDIX I	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

8. MARKET PRICES

During each of the previous twelve months up to the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	Per Share
Month	Highest	Lowest
	(HK$)	(HK$)
2020
April	8.76	6.63
May	8.88	7.98
June	9.66	7.90
July	10.36	8.09
August	15.80	10.26
September	18.54	14.50
October	20.70	17.68
November	21.95	18.50
December	20.25	17.36
2021
January	23.80	18.68
February	25.95	19.20
March	28.90	22.40
April (up to the Latest Practicable Date)	28.60	25.10

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APPENDIX II	NOTICE OF AGM

(Incorporated in Bermuda with limited liability)

(Stock Code: 754)

website: http://www.irasia.com/listco/hk/hopson

NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of Hopson Development Holdings Limited (the ''Company'') will be held at Gloucester Room, 2/F, Mandarin Oriental, 5 Connaught Road Central, Central, Hong Kong, Hong Kong on Friday, 11 June

2021 at 10:30 a.m. for the following purposes:

• 1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2020.
  2. To declare a final dividend for the year ended 31 December 2020.
  3. A. To re-elect Mr. Xie Bao Xin as an executive director of the Company (the
  4. 1. 
        ''Director'').
     2. To re-elect Mr. Bao Wenge as an executive Director.
     3. To re-elect Mr. Zhang Fan as an executive Director.
     4. To re-elect Mr. Ching Yu Lung as an independent non-executive Director.
     5. To authorise the board of Directors (the ''Board'') to fix the remuneration of the Directors.
  5. To re-appoint auditor and to authorise the Board to fix its remuneration.
  6. As special business to consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:
     5.A. ''THAT:
  7. 1. subject to paragraph (c), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or warrants or similar rights to subscribe for any
• for identification purposes only
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APPENDIX II	NOTICE OF AGM

shares in the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

1. the approval in paragraph (a) shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;
2. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to the shares of the Company issued as a result of a Rights Issue (as hereinafter defined) or pursuant to the exercise of options under the share option scheme or similar arrangement, or any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of the dividend on the shares of the Company in accordance with the Company's Bye-laws, shall not exceed 20 per cent. of the number of issued shares of the Company as at the date of 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 date of passing of this resolution until whichever is the earliest of:
4. 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 the Bye-laws of the Company or any applicable laws of Bermuda to be held; or
   3. revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the Directors to holders of shares of the Company on the register on a fixed record date in proportion to their holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in any territory outside Hong Kong).''

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APPENDIX II	NOTICE OF AGM

5.B. ''THAT:

1. subject to paragraph (b), the exercise by the Directors during the Relevant Period of all the powers of the Company to repurchase its own shares 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 recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;
2. the aggregate number of shares of the Company to be repurchased by the Company pursuant to the approval mentioned in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the number of issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
3. the expression ''Relevant Period'' shall for the purposes of this resolution have the same meaning as assigned to it under ordinary resolution 5.A. (d) of this notice.''

5.C. ''THAT conditional upon resolutions 5.A. and 5.B. above being passed, the aggregate number of shares of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in resolution 5.B. above shall be added to the number of shares that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to resolution 5.A., provided that the amount of shares repurchased by the Company shall not exceed 10 per cent. of the number of issued shares of the Company as at the date of this resolution.''

By order of the Board

Hopson Development Holdings Limited

Chu Kut Yung

Chairman

Hong Kong, 22 April 2021

Principal office: Unit 4903-10 49/F., The Center

99 Queen's Road Central Central

Hong Kong

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APPENDIX II	NOTICE OF AGM

Notes:

1. A shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.
2. In order to be valid, the instrument appointing a proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or other authority, must be deposited at the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the said meeting (i.e. not later than Wednesday, 9 June 2021 at 10:30 a.m. (Hong Kong time)) or adjourned meeting.
3. The register of members of the Company will be closed from Tuesday, 8 June 2021 to Friday, 11 June 2021 (both days inclusive) during which period no transfer of shares will be effected. In order to determine the entitlement to attend and vote at the annual general meeting (''AGM''), all transfers of shares accompanied by the relevant share certificates, must be lodged with the Company's Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 7 June 2021.
   The register of members of the Company will also be closed from Thursday, 17 June 2021 to Monday, 21 June 2021 (both days inclusive) for the purpose of ascertaining shareholders' entitlement to the proposed final dividend. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 16 June 2021.
4. To safeguard the health and safety of the shareholders and all attendees at the AGM and to prevent the spread of the coronavirus (''COVID-19''), the following precautionary measures will be implemented at the AGM, without limitation:
   . compulsory body temperature checks will be conducted at the entrance of the venue of the AGM. Any person with a body temperature of 37.4 degrees Celsius or above, or is exhibiting flu-like symptoms, may be denied entry into the venue and may be required to leave the venue but may be allowed to vote by submitting a voting slip to the scrutineer at the entrance of the venue;
   . mandatory wearing of surgical face masks at the AGM venue and throughout the AGM (Please note that no masks will be provided at the AGM venue and all attendees should wear their own masks); and
   . no refreshment or souvenirs will be provided at the AGM.
   Any person who does not comply with the precautionary measures above or is subject to any Hong Kong Government prescribed quarantine may be denied entry to the venue of the AGM. The Company would like to remind the shareholders and all attendees who will attend the AGM in person to take personal precautions and abide by the requirements of epidemic precaution and control at the venue of the AGM. The Company would also like to remind the shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. Shareholders are encouraged to vote by filing in and submitting the relevant proxy form of the AGM, and appoint the chairman of the AGM as their proxy to vote on the relevant resolutions as instructed in accordance with the relevant proxy form instead of attending the AGM in person. Subject to the development of the COVID-19 pandemic and any directive(s) that may be further issued by the Hong Kong Government, the Company may implement further changes and precautionary measures and may issue further announcement(s) on such measures as and when appropriate.
5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
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