Poly Property : SUPPLEMENTAL CIRCULAR IN RELATION TO THE PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND APPOINTMENT OF A DIRECTOR AND SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or otherwise transferred all your shares in Poly Property Group Co., Limited, you should at once hand this supplemental circular and the revised form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental 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 supplemental circular.

Poly Property Group Co., Limited

保 利 置 業 集 團 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00119)

SUPPLEMENTAL CIRCULAR

IN RELATION TO THE PROPOSED RE-ELECTION OF

RETIRING DIRECTORS AND

APPOINTMENT OF A DIRECTOR

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

This supplemental circular should be read together with the circular of the Company dated 29 April 2021 and the notice dated 29 April 2021 convening an annual general meeting of the Company to be held at R1 & R2, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 28 May 2021 at 10 : 30 a.m. A supplemental notice of the Annual General Meeting is set out on pages 8 to 9 of this supplemental circular. A revised proxy form for the Annual General Meeting, which shall supersede the form of proxy enclosed with the circular dated 29 April 2021, is also enclosed.

Whether or not you intend to attend and vote at the Annual General Meeting in person, you are encouraged to complete the enclosed revised proxy form in accordance with the instructions printed thereon and return it to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of such meeting. Completion and return of the revised proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 10 of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the Annual General Meeting, including:

. compulsory body temperature checks and health declarations

. recommended wearing of a surgical face mask for each attendee

. no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

12 May 2021

CONTENTS

	Page
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Proposed Re-election of Retiring Directors and
Appointment of a Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Supplemental AGM Notice and Revised Proxy Form . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I - Details of the Individual Proposed to be Appointed
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix II - Special Arrangements about Completion and Submission
of Revised Proxy Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Supplemental Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

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LETTER FROM THE BOARD

Poly Property Group Co., Limited

保 利 置 業 集 團 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00119)

Executive Directors:	Registered Office:
ZHANG Bingnan (Chairman)	Room 2503
XUE Ming	Admiralty Centre
WANG Jian (Managing Director)	Tower 1
YE Liwen	18 Harcourt Road
ZHU Weirong	Hong Kong
Independent Non-Executive Directors:
IP Chun Chung, Robert
CHOY Shu Kwan
LEUNG Sau Fan, Sylvia
WONG Ka Lun
	12 May 2021
To the Shareholders
Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR

IN RELATION TO THE PROPOSED RE-ELECTION OF

RETIRING DIRECTORS AND

APPOINTMENT OF A DIRECTOR

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

This supplemental circular (the ''Supplemental Circular'') should be read together with the circular of the Company dated 29 April 2021 (the ''Circular'') which contains, among other matters, information relating to the proposed re-election of retiring Directors at the Annual General Meeting. Unless otherwise stated, capitalised terms used in this Supplemental Circular shall have the same meanings as those defined in the Circular.

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LETTER FROM THE BOARD

The purpose of this Supplemental Circular is to provide you with (a) the supplemental notice of the Annual General Meeting (the ''Supplemental AGM Notice'') (which is set out on pages 8 and 9 herein) and (b) information regarding (i) the change in the resolution relating to the proposed re-election of retiring Directors and appointment of a Director, and (ii) the special arrangements about completion and submission of the Revised Proxy Form (as defined below).

PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND APPOINTMENT OF A DIRECTOR

Reference is made to the announcement of the Company dated 12 May 2021 in relation to, amongst others, the retirement of Mr. Choy Shu Kwan (''Mr. Choy'') as an independent non-executive Director and the appointment of Mr. Fung Chi Kin (''Mr. Fung'') as an independent non-executive Director.

As stated in the Circular, based on the composition of the Board as at the latest practicable date for the purpose of the Circular, Mr. Zhu Weirong, Mr. Ip Chun Chung, Robert and Mr. Choy will retire at the Annual General Meeting. On 12 May 2021, the Company announced that Mr. Choy will not offer himself for re-election as independent non-executive Director at the Annual General Meeting as he would like to retire and devote more time to his family and other personal interests and commitments. He will hold office until the conclusion of the Annual General Meeting.

In addition, on 12 May 2021, the Board resolved to propose an ordinary resolution to elect Mr. Fung as an independent non-executive Director. Mr. Fung has confirmed that he fulfills the independence requirements as set out in Rule 3.13 of the Listing Rules. The Board considered Mr. Fung to be independent pursuant to the independence requirements under the Listing Rules. The ordinary resolution will be put forward at the Annual General Meeting to obtain the approval from the Shareholders. Particulars of Mr. Fung are set out in Appendix I to this Supplemental Circular.

In considering the proposed appointment of Mr. Fung, the Board has (a) reviewed and assessed the background, expertise and experience of Mr. Fung according to (i) the Board diversity policies of the Company, (ii) the current Board composition of the Company, and

1. the strategic objectives of the Group; (b) considered Mr. Fung's possible future contributions and support to the Board; (c) considered if Mr. Fung is able to devote sufficient time to discharge his duties and responsibilities; and (d) the independence of Mr. Fung. Owing to Mr. Fung's extensive experience in banking and finance, his prior experience in various public organisations and his contact networks, the Board is of the view that Mr. Fung will bring valuable expertise and experience which aligns with the Group's key business strategies.

As such, the ordinary resolution no. 3(C) in respect of the proposed re-election of Mr. Choy as an independent non-executive Director as set out in the notice for the annual general meeting dated 29 April 2021 (the ''Original Notice'') is no longer applicable and will be withdrawn at the Annual General Meeting and an ordinary resolution no. 3(E) in respect of the appointment of Mr. Fung will be added to the Annual General Meeting as set out in the Supplemental AGM Notice.

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LETTER FROM THE BOARD

SUPPLEMENTAL AGM NOTICE AND REVISED PROXY FORM

As a result of the retirement of Mr. Choy as an independent non-executive Director and proposed appointment of Mr. Fung as an independent non-executive Director subsequent to the despatch of the Circular containing the Original Notice and the proxy form dated 29 April 2021 (the ''Original Proxy Form''), the Supplemental AGM Notice is set out on pages 8 to 9 of this Supplemental Circular and a revised proxy form (the ''Revised Proxy Form'') containing the revised ordinary resolution numbered 3(E) is enclosed herewith. Save as disclosed above, all the resolutions originally proposed in the Circular will remain unchanged.

Whether or not you intend to attend the Annual General Meeting, you are encouraged to complete and return the Revised Proxy Form accompanying this Supplemental Circular in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the Annual General Meeting. Special arrangements about completion and submission of the Revised Proxy Form are set out in the Appendix II to this Supplemental Circular. Shareholders who have appointed or intend to appoint proxies to attend the Annual General Meeting are requested to pay attention to such arrangements set out therein. Completion and return of the Original Proxy Form and/or the Revised Proxy Form will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting if you so wish.

To the best of the Directors' knowledge, information and belief, as at 10 May 2021, being the latest practicable date for the purpose of this Supplemental Circular, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.

RESPONSIBILITY STATEMENT

This Supplemental 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 Supplemental Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Supplemental Circular misleading.

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