SRE : PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in SRE Group Limited, you should at once hand this circular with the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or 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.

SRE GROUP LIMITED

上 置 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 1207)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE

SHARES AND TO ISSUE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Room 1001, 10/F, United Centre, 95 Queensway, Hong Kong on Wednesday, 2 June 2021 at 11:00 a.m. is set out on pages 16 to 20 of this circular. A proxy form for use at the Annual General Meeting is also enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, please complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable, but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish and, in such event, the instrument appointing a proxy will be deemed to be revoked.

Please refer to the section headed "PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING" in this circular for the measures to be implemented by the Company at the Annual General Meeting against the epidemic to protect the attendees from the risk of infection of the novel coronavirus ("COVID-19").

• For identification purpose only

Hong Kong, 28 April 2021

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR
THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to issue shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II - PARTICULARS OF DIRECTORS PROPOSED
TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Hong Kong government at https://www.chp.gov.hk/tc/features/102742.html), the Company will implement necessary preventive measures at the forthcoming Annual General Meeting to protect attending Shareholders, proxy and other attendees from the risk of infection, including the following:

1. Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendees at the entrance of the Annual General Meeting venue and a health registration form must be filled out. Any person with a body temperature of over 37.2 degrees Celsius will be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue;
2. Attendees are required to prepare his/her own surgical face masks and wear the same inside the Annual General Meeting venue at all times, and to maintain a safe distance between seats. Therefore, the number of seats at the Annual General Meeting venue will be subject to restrictions and if necessary, the Company may restrict the number of people attending the Annual General Meeting to avoid overcrowding at the venue;
3. Attendees may be asked about matters such as whether (a) he/she has travelled outside of Hong Kong within the 14-day period immediately before the Annual General Meeting; and (b) he/she is currently subject to compulsory quarantine prescribed by the Hong Kong government. Anyone who responds to any of these questions in the affirmative may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue;
4. No corporate gifts will be distributed and no refreshments will be served; and
5. The number of management of the Company attending the Annual General Meeting in person will also be subject to restrictions. The Directors who will not attend the meeting in person will participate by telephone conference.

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

In the interest of all attendees' health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. By using proxy forms with voting instructions duly completed, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

If any Shareholder chooses not to attend the Annual General Meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter to our email at [e-mail].

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

- ii -

DEFINITIONS

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

''Annual General Meeting''	the annual general meeting of the Company to be held at
	Room 1001, 10/F, United Centre, 95 Queensway, Hong
	Kong on Wednesday, 2 June 2021 at 11:00 a.m.
''Board''	the board of Directors
''Business''	the business carried on from time to time by the Group or
	any of the companies within the Group
''Bye-laws''	the bye-laws of the Company
''close associates''	the meaning ascribed to it under the Listing Rules
''Companies Act''	the Bermuda Companies Act 1981
''Company''	SRE Group Limited, a company incorporated in Bermuda
	with limited liability, whose Shares are listed on the Main
	Board of the Stock Exchange
''core connected person(s)''	the meaning ascribed to it under the Listing Rules
''Directors''	the directors of the Company
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Latest Practicable Date''	28 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Ordinary Resolution(s)''	the proposed ordinary resolution(s) as referred to in the
	notice of Annual General Meeting
''PRC''	the People's Republic of China which for the purpose of
	this circular, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan

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	DEFINITIONS
''Repurchase Mandate''	the unconditional general mandate proposed to be granted
	to the Directors to exercise the power of the Company to
	repurchase, during the period as set out in the Repurchase
	Resolution, Shares up to a maximum of 10% of the total
	number of issued Shares as at the date of passing the
	Repurchase Resolution
''Repurchase Resolution''	the proposed ordinary resolution as referred to in Ordinary
	Resolution no. 4A
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
''Share(s)''	ordinary share(s) of HK$0.10 each of the Company
''Shareholder(s)''	holder(s) of the Share(s)
''Share Issue Mandate''	an unconditional general mandate proposed to be granted to
	the Directors to exercise the power of the Company to
	allot, issue and deal with Shares during the period as set
	out in the Ordinary Resolution no. 4B, up to a maximum of
	20% of the total number of issued Shares as at the date of
	passing of the resolution approving the Share Issue
	Mandate
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	the Code on Takeovers and Mergers
''%''	per cent

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LETTER FROM THE BOARD

SRE GROUP LIMITED

上 置 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 1207)

Board of Directors:	Registered office:
Executive Directors	Clarendon House
Hong Zhihua (Chairman)	2 Church Street
Kong Yong (Acting Chief Executive Officer)	Hamilton HM 11
Qin Wenying	Bermuda
Jiang Qi
	Principal place of business
Non-executive Directors	in Hong Kong:
Cheng Liang	11/F, Admiralty Centre Tower 2
Luo Guorong	18 Harcourt Road
	Admiralty
Independent non-executive Directors	Hong Kong
Zhuo Fumin
Chan, Charles Sheung Wai
Ma Lishan
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE

SHARES AND TO ISSUE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The Directors propose to seek your approval of the grant of the Repurchase Mandate and the Share Issue Mandate, in accordance with the Listing Rules, to be proposed at the Annual General Meeting.

The purpose of this circular is to provide you with information regarding the proposed Repurchase Mandate, Share Issue Mandate, extension of the Share Issue Mandate and the reelection of retiring Directors, and to seek your approval of the relevant Ordinary Resolutions relating to these matters at the Annual General Meeting.

• For identification purpose only

- 3 -

LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

An Ordinary Resolution will be proposed at the Annual General Meeting to grant to the Directors the Repurchase Mandate, details of which are set out in Ordinary Resolution no. 4A.

As at the Latest Practicable Date, 20,564,713,722 Shares were in issue. Assuming that there is no change in the issued Shares between the period from the Latest Practicable Date and the date of passing the Repurchase Resolution, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate as at the date of passing the Repurchase Resolution will be 2,056,471,372 Shares.

An explanatory statement as required under the Listing Rules to provide the requisite information of the Repurchase Mandate is set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

Two Ordinary Resolutions will be proposed at the Annual General Meeting to (i) grant to the Directors the Share Issue Mandate; and (ii) authorise an extension of the limit of the Share Issue Mandate so granted by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate, if granted.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in Ordinary Resolution nos. 4B and 4C respectively.

RE-ELECTION OF THE RETIRING DIRECTORS

According to Article 87 of the Articles, at each annual general meeting, one-third of the Directors for the time being (or if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years.

The re-appointment of Directors has been reviewed by the nomination committee of the Company which made recommendation to the Board that the re-election be proposed for Shareholders' approval at the Annual General Meeting.

According to Code Provision A.4.2 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, all directors appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after appointment.

With effect from 23 October 2020, Mr. Hong Zhihua was appointed as an executive Director, the chairman of the Board, the chairman of the nomination committee and the investment committee of the Company. With effect from 19 January 2021, (i) Mr. Kong Yong was appointed as an executive Director, the acting chief executive officer of the Company and a member of the investment committee of the Company; (ii) Ms. Cheng Liang was appointed as a non-executive Director and a member of the investment committee of the Company; and (iii) Mr. Luo Guorong was appointed as a non-executive Director. Therefore, each of Mr.

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LETTER FROM THE BOARD

Hong Zhihua, Mr. Kong Yong, Ms. Cheng Liang and Mr. Luo Guorong shall hold office only until the Annual General Meeting, and being eligible, offer himself/herself for re-election at the Annual General Meeting.

Pursuant to the Code Provision A.4.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, any further appointment of independent non-executive director serving more than nine years shall be subject to a separate resolution to be approved by shareholders.

Mr. Chan, Charles Sheung Wai has been appointed as an independent non-executive Director since July 2012 and will have served the Company for more than nine years if his reelection is approved at the Annual General Meeting. During the tenure of office, Mr. Chan, Charles Sheung Wai has been committed to devoting time and attention to perform his duties as an independent non-executive Director to the satisfaction of the Board. He has demonstrated that he has the required character, integrity and experience to perform his duties by providing new ideas, objective views and independent guidance to the Board. He is also independent of the management of the Company and free from any business or other relationships or circumstances which could materially interfere with the exercise of his independent judgement. After taking into account all the factors for assessing independence as set out in Rule 3.13 of the Listing Rules and considering his annual confirmation of independence to the Company, the Board is of the opinion that Mr. Chan, Charles Sheung Wai maintains his independence notwithstanding the length of his service and believes that his valuable knowledge and experience continue to generate significant contribution and diversity to the Board, the Company and the Shareholders as a whole. A separate Ordinary Resolution will be proposed for his re-election at the Annual General Meeting.

The nomination committee of the Company has also assessed the independence of all the independent non-executive Directors including Mr. Chan, Charles Sheung Wai. All the independent non-executive Directors have satisfied the criteria as set out in Rule 3.13 of the Listing Rules. To the best knowledge of the Directors, as at the date of this circular, the Company is not aware of any matters or events that may occur and affect the independence of the independent non-executive Directors.

As such, Mr. Hong Zhihua, Mr. Kong Yong, Ms. Cheng Liang, Mr. Luo Guorong and Mr. Chan, Charles Sheung Wai will retire and, being eligible, offer themselves for re-election at the Annual General Meeting. Particulars of each of them are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

At the Annual General Meeting, the Ordinary Resolutions will be proposed to approve the proposed Repurchase Mandate, Share Issue Mandate, extension of the Share Issue Mandate and the re-election of retiring Directors. The notice of Annual General Meeting is set out on pages 16 to 20 of this circular.

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LETTER FROM THE BOARD

ACTION TO BE TAKEN

A proxy form for use at the Annual General Meeting and any adjournment thereof is enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, please complete the enclosed proxy form in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable, but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish and, in such event, the instrument appointing a proxy will be deemed to be revoked.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the Annual General Meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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 other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposals for the re-election of retiring Directors, and the granting of the Repurchase Mandate, the Share Issue Mandate and the extension of the Share Issue Mandate are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

Your attention is also drawn to the additional information set out in Appendices to this circular.

Yours faithfully

By Order of the Board

Hong Zhihua

Chairman

Hong Kong, 28 April 2021

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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 proposal to permit the repurchase of Shares up to a maximum of 10% of the total number of issued Shares as at the date of passing the Repurchase Resolution.

1. ISSUED SHARES

As at the Latest Practicable Date, 20,564,713,722 Shares were in issue.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares will be issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 2,056,471,372 Shares representing not more than 10% of the total number of issued Shares as at the date of passing of the Repurchase Resolution.

2. REASONS FOR REPURCHASE

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

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Bye-laws and the applicable laws of Bermuda. Pursuant to the Companies Act, the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, the profits that would otherwise be available for dividend or distribution or the proceeds of a fresh issue of Shares made for the purpose. The amount of premium payable on a share repurchase may only be paid out of either the profits that would otherwise be available for dividend or distribution or out of the share premium or contributed surplus accounts of the Company.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the Company's annual report for the year ended 31 December 2020 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I	EXPLANATORY STATEMENT

4. SHARES PRICES

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

	Highest	Lowest
	Price	Price
	HK$	HK$
2020
April	0.031	0.026
May	0.037	0.027
June	0.033	0.029
July	0.033	0.027
August	0.030	0.027
September	0.029	0.026
October	0.038	0.027
November	0.037	0.030
December	0.058	0.033
2021
January	0.052	0.042
February	0.051	0.039
March	0.046	0.042
April (up to the Latest Practicable Date)	0.045	0.040

5. UNDERTAKING

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is granted by the Shareholders.

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

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the memorandum of association and bye-laws of the Company and any applicable laws of Bermuda.

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APPENDIX I	EXPLANATORY STATEMENT

6. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code for all Shares not already owned by such Shareholder or group of Shareholders.

If the Repurchase Mandate were exercised in full, the shareholding percentage of the substantial shareholders of the Company, who have an interest in 10% or more of the total number of issued Shares as at the Latest Practicable Date, before and after such repurchase would be as follows:

			Percentage of
			shareholding if
			Repurchase
	Number of	Percentage of	Mandate is
Name of Shareholder	Shares held	shareholdings	exercised in full
China Minsheng Investment Corp., Ltd.
(Note 1)	15,523,751,128	75.49%	83.87%
China Minsheng Jiaye Investment Co.,
Ltd. (Note 1)	15,523,751,128	75.49%	83.87%
Jiaxin Investment (Shanghai) Co., Ltd.
(Note 4)	15,523,751,128	75.49%	83.87%
Jiasheng (Holding) Investment Limited
(Note 4)	15,389,659,128	74.84%	83.15%
Jiashun (Holding) Investment Limited
(Note 4)	15,389,659,128	74.84%	83.15%
Shi Jian (Note 5)	2,902,666,119	14.11%	15.68%
Jia Yun Investment Limited (Notes 2, 3 & 6)	2,889,659,128	14.05%	15.61%
Si Xiao Dong (Note 5)	2,889,661,452	14.05%	15.61%
SRE Investment Holding Limited
(Notes 2, 3 & 6)	2,889,659,128	14.05%	15.61%
Zhi Tong Investment Limited Partnership
(Notes 1, 2 & 3)	2,022,761,390	9.84%	10.93%
Jiabo Investment Limited (Notes 2, 3 & 6)	2,889,659,128	14.05%	15.61%
Starite International Limited (Notes 2 & 3)	2,022,761,390	9.84%	10.93%
Zuo Xin (Note 2)	2,022,761,390	9.84%	10.93%
Jiazhi Investment Limited (Notes 2 & 3)	2,022,761,390	9.84%	10.93%

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APPENDIX I	EXPLANATORY STATEMENT

Notes:

1. China Minsheng Investment Corp., Ltd. holds a 67.26% direct interest in China Minsheng Jiaye Investment Co., Ltd. Pursuant to Part XV of the SFO, China Minsheng Investment Corp., Ltd. and China Minsheng Jiaye Investment Co., Ltd. are respectively deemed to be interested in the Shares directly held or interested in by (a) Jiashun (Holding) Investment Limited (12,500,000,000 Shares), (b) Zhi Tong Investment Limited Partnership (2,022,761,390 Shares), (c) Jia Yun Investment Limited (866,897,738 Shares) and (d) Jiayou (International) Investment Limited (134,092,000 Shares).
2. A 100% direct interest in Jia Yun Investment Limited is held by Jiabo Investment Limited, which is 100% indirectly owned by China Minsheng Jiaye Investment Co., Ltd. Jia Yun Investment Limited holds a 60% direct interest in Jiazhi Investment Limited, which is a general partner of Zhi Tong Investment Limited Partnership. Accordingly, each of Jiabo Investment Limited, Jia Yun Investment Limited and Jiazhi Investment Limited is deemed to be interested in the Shares held by Zhi Tong Investment Limited Partnership under Part XV of the SFO.
   The remaining 40% interests in Jiazhi Investment Limited is held by Starite International Limited, which is wholly-owned by Zuo Xin (as a nominee and representative of SRE Investment Holding Limited). Therefore, Starite International Limited, Zuo Xin and SRE Investment Holding Limited are deemed to be interested in the Shares held by Zhi Tong Investment Limited Partnership under Part XV of the SFO.
3. These Shares are held by Zhi Tong Investment Limited Partnership. Jiazhi Investment Limited is a general partner of Zhi Tong Investment Limited Partnership and is held as to 60% by Jia Yun Investment Limited and 40% by Starite International Limited. Jia Yun Investment Limited is also a limited partner of Zhi Tong Investment Limited Partnership.
4. These Shares are held by Jiashun (Holding) Investment Limited. Jiashun (Holding) Investment Limited is 100% directly owned by Jiasheng (Holding) Investment Limited, which is 100% directly owned by Jiaxin Investment (Shanghai) Co., Ltd. Jiaxin Investment (Shanghai) Co., Ltd. is 100% directly owned by China Minsheng Jiaye Investment Co., Ltd., which is owned as to 67.26% by China Minsheng Investment Corp., Ltd. Therefore, according to Part XV of the SFO, Jiasheng (Holding) Investment Limited, Jiaxin Investment (Shanghai) Co., Ltd., China Minsheng Jiaye Investment Co., Ltd. and China Minsheng Investment Corp., Ltd. are deemed to be interested in the Shares held by Jiashun (Holding) Investment Limited.
5. As each of Mr. Shi Jian and Ms. Si Xiao Dong has one-third or more of the voting rights at shareholders' meetings of SRE Investment Holding Limited, they are deemed to be interested in all the Shares interested in by SRE Investment Holding Limited under the SFO.
6. 866,897,738 Shares held by SRE Investment Holding Limited are charged to Jia Yun Investment Limited. SRE Investment Holding Limited retains the voting rights attached to the Shares. China Minsheng Investment Corp., Ltd. has confirmed to the Company that if the enforcement of the share charge will result in the Company failing to meet the public float requirement, China Minsheng Investment Corp., Ltd. will use its best efforts to assist the Company to maintain or restore its public float to comply with Rule 8.08(1)(a) of the Listing Rules, such as to sell its Shares in the open market.

The Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any purchases made under the Repurchase Mandate. The Directors will use their best endeavours to ensure that the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than 25% of the total number of issued Shares. The Directors have no intention to exercise the Repurchase Mandate which may result in possible mandatory offer being made under the Takeovers Code.

7. SHARES REPURCHASE MADE BY THE COMPANY

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

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APPENDIX II	PARTICULARS OF DIRECTORS
	PROPOSED TO BE RE-ELECTED

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting in accordance with the Bye-laws:

Mr. Hong Zhihua, aged 61, was appointed as an executive Director and the chairman of the Board on 23 October 2020. He is also the chairman of the nomination committee and the investment committee of the Company. Mr. Hong is currently the chairman of China Minsheng Jiaye Investment Co., Ltd. (a controlling Shareholder of the Company). Mr. Hong obtained a bachelor's degree in economics and management from Shanghai University in 1997, a master's degree in business administration from La Trobe University in Australia in 1998 and a doctoral degree in business administration from University of South Australia in 2005. Mr. Hong worked as secretary of Youth League Committee at the Shanghai Bureau of Transportation (上海交通運輸局) from 1979 to 1993. From 1993 to 2005, Mr. Hong served as deputy head of Shanghai Pudong Economic and Trade Bureau (上海浦東新區經濟貿易局), deputy director of Shanghai Pudong New Area Cooperation Office* (上海浦東新區協作辦公 室), vice president of Shanghai Waigaoqiao Group Co., Ltd. (上海外高橋（集團）有限公司), the chairman of the board of directors of Shanghai Waigaoqiao New Development Co., Ltd. (上海外高橋新發展有限公司), and vice president of Shanghai Lujiazui (Group) Co., Ltd. (上 海陸家嘴（集團）有限公司). Mr. Hong served as an executive director and executive vice president of Yanlord Land Group Limited from 2005 to 2016. Mr. Hong served as an executive director and the chief executive officer of Sino-Singapore Nanjing Eco Hi-Tech Development Co., Ltd. (中新南京生態科技島開發有限公司) from 2009 to 2015. Mr. Hong served as executive vice president of China Minsheng Jiaye Investment Co., Ltd. from October 2020 to January 2021. Since 2016 until now, Mr. Hong has been the chairman of the board of directors of Kangyao Urban Comprehensive Development (Shanghai) Co., Ltd. (康耀 城市綜合開發（上海）有限公司). Mr. Hong was awarded the title of economist by the Shanghai Bureau of Transportation in 1985. Mr. Hong has extensive experience in urban construction, real estate development, corporate management and operations.

Save as disclosed above, Mr. Hong does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. Save as the directorships mentioned above, Mr. Hong has not held any other directorships in listed public companies in the last three years. Save as the directorships and the positions disclosed above, Mr. Hong does not hold any other positions with the Group.

As at the Latest Practicable Date, Mr. Hong does not have any interest in the Shares within the meaning of Part XV of the SFO. Pursuant to the service agreement dated 23 October 2020 entered into between Mr. Hong and the Company, Mr. Hong was appointed as an executive Director for a term of 3 years commencing on 23 October 2020 (subject to retirement by rotation and re-election in accordance with the Bye-laws), unless otherwise terminated by either party by giving not less than 6 months' written notice to the other or otherwise in accordance with the other terms of the service agreement. Pursuant to his service agreement, Mr. Hong is entitled to a remuneration of HK$2,800,000 per annum, which was determined with reference to his duties and responsibilities with the Company and the prevailing market conditions.

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APPENDIX II	PARTICULARS OF DIRECTORS
	PROPOSED TO BE RE-ELECTED

Save as disclosed above, Mr. Hong has confirmed that there are no other matters in connection with his re-election that need to be brought to the attention of the Shareholders and there are no information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Kong Yong, aged 48, joined the Group as a vice president in October 2020 and was appointed as an executive Director and the acting chief executive officer on 19 January 2021. He is also a member of the investment committee and an authorized representative of the Company. Mr. Kong graduated from the school of management of Anhui University in 1996 with a major in real estate operation and management. From 1998 to 2014, Mr. Kong worked in the real estate sales and sales management department of Hefei Yide Real Estate Planning Company (合肥藝德地產策劃公司), Tongling Runfeng Real Estate Co., Ltd. (銅陵潤豐置業有 限公司), Guangdong Dingfeng Real Estate Group Co., Ltd. (廣東鼎峰地產集團有限公司) and Wanda Group Co., Ltd. (萬達集團公司). From 2014 to 2016, Mr. Kong served as the project general manager of Beijing Jinhao Real Estate Company (北京金豪地產公司). From 2016 to 2017, Mr. Kong was the project general manager of Anhui Huichuang Real Estate Company (安徽徽創地產公司). Mr. Kong was the general manager of Lai Fung Group Linquan Project Company (麗豐集團臨 泉項目公司) from 2017 to 2018. From 2018 to September 2020, Mr. Kong was the deputy director of Wanxin Group (萬新集團) in the Fujian region and the general manager of Zhangzhou City Company (漳州城市公司). Mr. Kong has extensive experience in real estate development, construction and real estate operation management.

Save as disclosed above, Mr. Kong does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. Save as the directorships mentioned above, Mr. Kong has not held any other directorships in listed public companies in the last three years. Save as the directorships and the positions disclosed above, Mr. Kong does not hold any other positions with the Group.

As at the Latest Practicable Date, Mr. Kong does not have any interest in the Shares within the meaning of Part XV of the SFO. Pursuant to the service agreement dated 19 January 2021 entered into between Mr. Kong and the Company, Mr. Kong was appointed as an executive Director for a term of 3 years commencing on 19 January 2021 (subject to retirement by rotation and re-election in accordance with the Bye-laws), unless otherwise terminated by either party by giving not less than 6 months' written notice to the other or otherwise in accordance with the other terms of the service agreement. Pursuant to his service agreement, Mr. Kong is entitled to a remuneration of RMB1,500,000 per annum, which was determined with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Save as disclosed above, Mr. Kong has confirmed that there are no other matters in connection with his re-election that need to be brought to the attention of the Shareholders and there are no information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II	PARTICULARS OF DIRECTORS
	PROPOSED TO BE RE-ELECTED

Ms. Cheng Liang, aged 36, was appointed as a non-executive Director on 19 January 2021. She is also a member of the investment committee of the Company. Ms. Cheng obtained a bachelor's degree in marketing from Hainan University in 2007 and a master's degree in communications from Northwest University in 2010. Ms. Cheng was a corporate customer manager of the Bank of Beijing (Xi'an branch) from 2010 to 2013. From 2013 to 2015, Ms. Cheng was the vice president of the West Chang'an Street sub-branch of the Bank of Beijing (Xi'an branch). From 2015 to 2017, Ms. Cheng was the general manager of the structured business division of the Bank of Beijing (Xi'an branch). Ms. Cheng was the vice president of Shaanxi Rongmin Financial Holding Group (陝西榮民金融控股集團) from 2017 to September 2020. Since October 2020, Ms. Cheng has been the vice president of China Minsheng Jiaye Investment Co., Ltd. (a controlling shareholder of the Company). Ms. Cheng has extensive experience in corporate finance, foreign investment, public relations maintenance and land development for companies of the Group.

Save as disclosed above, Ms. Cheng does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. Save as the directorship mentioned above, Ms. Cheng has not held any other directorships in listed public companies in the last three years. Save as the directorship and the position disclosed above, Ms. Cheng does not hold any other positions with the Group.

As at the Latest Practicable Date, Ms. Cheng does not have any interest in the Shares within the meaning of Part XV of the SFO. Pursuant to the service agreement dated 19 January 2021 entered into between Ms. Cheng and the Company, Ms. Cheng was appointed as a non-executive Director for a term of 3 years commencing on 19 January 2021 (subject to retirement by rotation and re-election in accordance with the Bye-laws), unless otherwise terminated by either party by giving not less than 6 months' written notice to the other or otherwise in accordance with the other terms of the service agreement. Pursuant to his service agreement, Ms. Cheng is entitled to a remuneration of HK$60,000 per annum, which was determined with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Save as disclosed above, Ms. Cheng has confirmed that there are no other matters in connection with his re-election that need to be brought to the attention of the Shareholders and there are no information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Luo Guorong, aged 44, was appointed as a non-executive Director on 19 January 2021. Mr. Luo obtained a bachelor's degree in accounting from the School of Management of Wuhan University of Technology in 1999 and a master's degree and a doctoral degree in accounting from the School of Management of Xiamen University in 2002 and 2005 respectively. Mr. Luo was responsible for comparative study of accounting standards at the China Accounting Standards Committee from 2003 to 2005. Mr. Luo was the head of the access section and the deputy director of the cooperation office of the Henan Office of the China Banking Regulatory Commission (''CBRC'') from 2005 to 2006 and from 2006 to 2009 respectively. Mr. Luo then worked as the deputy director for institutional affairs at the accounting department of the CBRC from 2009 to 2010. From 2010 to 2011, Mr. Luo worked

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APPENDIX II	PARTICULARS OF DIRECTORS
	PROPOSED TO BE RE-ELECTED

as the deputy director of the office at the Henan Office of the CBRC. From 2011 to 2014, Mr. Luo worked as the director of operations at the funds custody department of the China Everbright Bank. Mr. Luo was the deputy director of the department of industry sector risk of China Minsheng Investment Corporation Ltd. (''CMIC''), a controlling Shareholder and the ultimate holding company of the Group, from 2014 to 2015. Mr. Luo was the director of risk control at CMIG Asia Asset Management Co., Ltd. from 2017 to 2019. Mr. Luo worked as the deputy director of the investment management office at CMIC from March 2015 to January 2021. Since January 2021, Mr. Luo serves as the financial controller of CMIG (Shanghai) Equity Investment Co., Ltd. and CMIG Aviation Investment Co., Ltd.. Mr. Luo is a registered accountant in PRC and is licensed to deal in funds and securities in the PRC. Mr. Luo has extensive experience in investment management, corporate finance and accounting practice development.

Save as disclosed above, Mr. Luo does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. Save as the directorships mentioned above, Mr. Luo has not held any other directorships in listed public companies in the last three years. Save as the directorships and the positions disclosed above, Mr. Luo does not hold any other positions with the Group.

As at the Latest Practicable Date, Mr. Luo does not have any interest in the Shares within the meaning of Part XV of the SFO. Pursuant to the service agreement dated 19 January 2021 entered into between Mr. Luo and the Company, Mr. Luo was appointed as a non-executive Director for a term of 3 years commencing on 19 January 2021 (subject to retirement by rotation and re-election in accordance with the Bye-laws), unless otherwise terminated by either party by giving not less than 6 months' written notice to the other or otherwise in accordance with the other terms of the service agreement. Pursuant to his service agreement, Mr. Luo is entitled to a remuneration of HK$60,000 per annum, which was determined with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Save as disclosed above, Mr. Luo has confirmed that there are no other matters in connection with his re-election that need to be brought to the attention of the Shareholders and there are no information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Chan, Charles Sheung Wai, aged 67, was appointed as an independent non- executive Director on 10 July 2012. He is also the chairman of the audit committee and a member of the remuneration committee of the Company. Mr. Chan obtained a bachelor's degree in commerce at the University of Manitoba, Canada in 1977. He is a member of the Chartered Accountants of Canada as well as a member of the Hong Kong Institute of Certified Public Accountants. He started his career as an audit staff at the Canadian office of Arthur Andersen in 1977 and was admitted to partnership in 1988. He subsequently joined the China/ Hong Kong office of Arthur Andersen as an audit partner in 1994. For the period from July 2002 to June 2012, he was a partner of the China/Hong Kong Off ice of PricewaterhouseCoopers. Mr. Chan served as a member of the Listing Committee of the Stock Exchange during the period from 1998 to 2001 and also served as a member of the

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APPENDIX II	PARTICULARS OF DIRECTORS
	PROPOSED TO BE RE-ELECTED

Selection Committee for the first Legislative Council of the Hong Kong Special Administrative Region in 1998. From 1996 to 1999, he was a council member of the Hong Kong Society of Certified Public Accountants. From January 2016 to April 2016, Mr. Chen was appointed as an independent non-executive director of SPI Energy Co., Ltd., a company listed on NASDAQ (stock code: SPI). From May 2016 to May 2019, Mr. Chan was appointed as an independent non-executive director of CITIC Securities Company Limited, a company listed on the Stock Exchange (stock code: 6030) and the Shanghai Stock Exchange (stock code: 600030)). From September 2013 to April 2020, Mr. Chan was appointed as an independent non-executive director of Changyou.com Limited, a company listed on NASDAQ (stock code: CYOU). Mr. Chan was appointed as an independent non-executive director of Maoyan Entertainment, a company listed on the Stock Exchange (stock code: 1896) on 22 August 2018, effective on 4 February 2019. Mr. Chan has been appointed as an independent non-executive director of Hansoh Pharmaceutical Group Company Limited, a company listed on the Stock Exchange (stock code: 3692) since June 2019. Mr. Chan has been appointed as an independent non-executive director of Sun Art Retail Group Limited, a company listed on the Stock Exchange (stock code: 6808) since 31 January 2021.

Save as disclosed above, Mr. Chan does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders of the Company. Save as the directorships mentioned above, Mr. Chan has not held any other directorships in listed public companies in the last three years. Save as the directorships and the positions disclosed above, Mr. Chan does not hold any other positions with the Group.

As at the Latest Practicable Date, Mr. Chan does not have any interest in the Shares within the meaning of Part XV of the SFO. Pursuant to the appointment letter dated 29 May 2020 entered into between Mr. Chan and the Company, Mr. Chan was appointed as an independent non-executive Director for a term of 2 years commencing on 1 July 2020 (subject to retirement by rotation and re-election in accordance with the Bye-laws), unless otherwise terminated by either party by giving not less than 1 month's written notice to the other or otherwise in accordance with the other terms of the appointment letter. Pursuant to his appointment letter, Mr. Chan is entitled to a remuneration of HK$360,000 per annum, which was determined with reference to his duties and responsibilities with the Company and the prevailing market conditions.

Save as disclosed above, Mr. Chan has confirmed that there are no other matters in connection with his re-election that need to be brought to the attention of the Shareholders and there are no information that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

SRE GROUP LIMITED

上 置 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 1207)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of SRE Group Limited (the ''Company'') will be held at Room 1001, 10/F, United Centre, 95 Queensway, Hong Kong on Wednesday, 2 June 2021 at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements of the Company, the report of the directors and the independent auditor's report of the Company for the year ended 31 December 2020.
2. (i) To re-elect Mr. Hong Zhihua as an executive director of the Company.
3. 1. To re-elect Mr. Kong Yong as an executive director of the Company.
   2. To re-elect Ms. Cheng Liang as a non-executive director of the Company.
   3. To re-elect Mr. Luo Guorong as a non-executive director of the Company.
   4. To re-elect Mr. Chan, Charles Sheung Wai as an independent non-executive director of the Company.
   5. To authorise the board of directors of the Company to fix the directors' remuneration.
4. To re-appoint PricewaterhouseCoopers, Certified Public Accountants as the auditor of the Company for the ensuing year and to authorise the board of directors of the Company to fix their remuneration.

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

4. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

A. ''THAT:

1. subject to paragraph (b) below, the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company on The Stock Exchanges of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchanges on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchanges as amended from time to time, be and is hereby generally and unconditionally approved;
2. the total number of issued shares of the Company which the Directors are authorised to repurchase pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing 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 earlier 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 bye-laws of the Company (the ''Bye-laws'') or any applicable laws to be held; or
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.''

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NOTICE OF ANNUAL GENERAL MEETING

1. ''THAT:
2. 1. subject to paragraph (c) below, 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 and to make or grant offers, agreements and options (including bonds, warrants and debentures, notes and any securities which carry rights to subscribe for or are convertible into shares in the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures, notes and any securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
   3. the total number of shares allotted and issued 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) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares as scrip dividends in accordance with the Bye-laws from time to time; (iii) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any bonds, warrants, debenture, notes and any securities which carry rights to subscribe for or are convertible into shares in the Company; or (iv) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any other participants of shares or rights to acquire shares in the Company, shall not exceed 20% of the total number of the issued shares of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and
   4. for the purpose of this resolution, ''Relevant Period'' means the period from the passing of this resolution until whichever is the earlier of:
   5. 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 Bye-laws or any applicable laws to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

1. the date on which the authority set out in this resolution is revoked or varied by an 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 the holders of shares in the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).''

1. ''THAT subject to the passing of ordinary resolutions nos. 4A and 4B set out in the notice convening this meeting (the ''Notice''), the general mandate referred to in the resolution set out in resolution no. 4B of the Notice be and is hereby extended by the addition thereto of such number representing the total number of the issued shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution no. 4A set out in the Notice, provided that such amount of shares shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing the said resolution.''

By Order of the Board

SRE Group Limited

Hong Zhihua

Chairman

Hong Kong, 28 April 2021

Notes:

1. The register of members of the Company will be closed from Friday, 28 May 2021 to Wednesday, 2 June 2021 (both days inclusive), for the purpose of determining the entitlement of the shareholders of the Company to attend and vote at the annual general meeting of the Company. No transfer of shares during the said period will be registered. In order to qualify to attend and vote at the meeting, all completed transfer forms, accompanied by the relevant share certificates, have to be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration, not later than 4:30 p.m. on Thursday, 27 May 2021.
2. A member of the Company entitled to attend and vote at the meeting or any adjourned meeting thereof 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 member of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

1. In order to be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
2. Completion and return of the proxy form shall not preclude a member from attending and voting in person at the meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''), all votes of the shareholders of the Company must be taken by poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
4. Where there are joint registered holders of any shares of the Company, any one of such joint holders may vote either in person or by proxy in respect of such shares of the Company as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.
5. With regard to item no. 2 in this notice, particulars of the retiring directors are set out in Appendix II to the circular to shareholders of the Company dated 28 April 2021.
6. With regard to the resolutions referred to in items no. 4A, 4B and 4C in this notice, the board of directors of the Company proposes to seek its shareholders' approval of the general mandates to repurchase shares in the Company and to issue shares in the Company and a circular in connection with such proposals will be dispatched to the shareholders of the Company.
7. Please refer to the section headed ''PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING'' in the circular of the Company dated 28 April 2021 for the measures to be implemented by the Company at the meeting against the epidemic to protect the attendees from the risk of infection of the novel coronavirus (COVID-19).

As at the date hereof, the Board comprises four executive Directors, namely Mr. Hong Zhihua, Mr. Kong Yong, Ms. Qin Wenying and Mr. Jiang Qi; two non-executive Directors, namely Ms. Cheng Liang and Mr. Luo Guorong; and three independent non-executive Directors, namely Mr. Zhuo Fumin, Mr. Chan, Charles Sheung Wai and Mr. Ma Lishan.

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