C&D Property Management Group Co., Ltd — Proxy Solicitation & Information Statement 2026

Apr 30, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in C&D Property Management Group Co., Ltd, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbrokers 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 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.

C&D Property Management Group Co., Ltd 建發物業管理集團有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 2156)

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, (2) RE-ELECTION OF RETIRING DIRECTORS, (3) DECLARATION OF A FINAL DIVIDEND AND A SPECIAL DIVIDEND; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Room 3517, 35/F, Wu Chung House, 213 Queen’s Road East, Wan Chai, Hong Kong at 10:00 a.m. on Wednesday, 27 May 2026 is set out on pages 21 to 26 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and sign the accompanying form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable but in any event not less than 48 hours before the time specified for holding the Annual General Meeting (i.e. not later than 10:00 a.m. on Monday, 25 May 2026 (Hong Kong time)) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

This circular and such form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.cndservice.com).

All dates and times mentioned in this circular refer to Hong Kong dates and times.

30 April 2026

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER	FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	GRANT OF REPURCHASE MANDATE,
	GENERAL MANDATE AND EXTENSION MANDATE . . . . . . . . . . . . . . . . . .	5
3.	RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	DECLARATION OF A FINAL DIVIDEND AND A SPECIAL DIVIDEND
	AND CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	RE-APPOINTMENT OF AUDITOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	ACTIONS TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I — EXPLANATORY STATEMENT FOR
	THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II — DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING . . .	14
NOTICE	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

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

• ‘‘Annual General Meeting’’ or the annual general meeting of the Company to be held at ‘‘AGM’’ Room 3517, 35/F, Wu Chung House, 213 Queen’s Road East, Wan Chai, Hong Kong at 10:00 a.m. on Wednesday, 27 May 2026, to consider and, if appropriate, to pass the resolutions contained in the notice of the AGM which is set out on pages 21 to 26 of this circular, or any adjournment thereof

• ‘‘Articles of Association’’

• the articles of association of the Company as amended from time to time, and the ‘‘Article’’ shall mean an article of the Articles of Association

• ‘‘Board’’ the board of Directors

• ‘‘BVI’’ the British Virgin Islands

• ‘‘BVI Business Companies Act’’ the BVI Business Companies Act, 2004, as amended, supplemented or otherwise modified from time to time

• ‘‘Branch Share Registrar’’

• Tricor Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong

• ‘‘close associate(s)’’ has the same meaning as ascribed to it under the Listing Rules

• ‘‘Company’’ C&D Property Management Group Co., Ltd 建發物業管理 集團有限公司, a BVI business company incorporated in the BVI with limited liability and the shares of which are listed on the Main Board of the Stock Exchange

• ‘‘connected person(s)’’ has the same meaning as ascribed to it under the Listing Rules

• ‘‘controlling shareholder(s)’’ has the same meaning as ascribed to it under the Listing Rules

• ‘‘core connected person(s)’’ has the same meaning as ascribed to it under the Listing Rules

• ‘‘CDI’’

• C&D International Investment Group Limited (建發國際投 資集團有限公司), a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1908), and a controlling shareholder of the Company as at the Latest Practicable Date

– 1 –

DEFINITIONS

• ‘‘C&D Real Estate’’

• C&D Real Estate Corporation Limited* (建發房地產集團有 限公司), a company established in the PRC with limited liability and a controlling shareholder of the Company as at the Latest Practicable Date

• ‘‘Director(s)’’ the director(s) of the Company from time to time

• ‘‘Extension Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted, issued and dealt with under the General Mandate

• ‘‘Final Dividend’’ proposed final dividend of HK$0.15 per Share for the year ended 31 December 2025 to be paid to the Shareholders whose names appeared on the register of members of the Company at the close of business on Wednesday, 3 June 2026

• ‘‘General Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with Shares up to a maximum of 20% of the aggregate number of Shares in issue as at the date of passing of the ordinary resolution in relation thereto at the AGM

• ‘‘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’’

• 24 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• ‘‘Memorandum of Association’’ the memorandum of association of the Company as amended from time to time

• ‘‘PRC’’

• the People’s Republic of China (for purpose of this circular only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)

– 2 –

DEFINITIONS

• ‘‘Repurchase Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares, the aggregate number of which shall not exceed 10% of the aggregate number of Shares in issue as at the date of passing the relevant resolution at the AGM

• ‘‘SFO’’

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time

• ‘‘Share(s)’’

• ordinary share(s) with a par value of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of Share(s)

• ‘‘Special Dividend’’ proposed special dividend of HK$0.05 per Share to be paid to Shareholders whose names appear on the register of members of the Company at the close of business on Wednesday, 3 June 2026

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’

• The Code on Takeovers and Mergers approved by the Securities and Futures Commission, as amended from time to time

• ‘‘Well Land’’ Well Land International Limited (益能國際有限公司), a company incorporated in the BVI with limited liability, and a controlling Shareholder of the Company as at the Latest Practicable Date

• ‘‘Yijiayuan’’ Yijiayuan (Xiamen) Property Management Company Limited* (怡家園(廈門)物業管理有限公司), a company established in the PRC with limited liability and a whollyowned subsidiary of the Group

• ‘‘%’’

per cent

• For identification purpose only. The English names are only translations of the official Chinese names. In case of inconsistency, the Chinese names shall prevail.

– 3 –

LETTER FROM THE BOARD

C&D Property Management Group Co., Ltd 建發物業管理集團有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 2156)

Executive Directors: Ms. Qiao Haixia (Chairperson) Mr. Huang Danghui (Chief Executive Officer)

Non-executive Directors:

Mr. Lin Weiguo Mr. Tian Meitan Mr. Xu Yixuan

Independent Non-executive Directors: Mr. Lee Cheuk Yin Dannis Mr. Li Kwok Tai James Mr. Wu Yat Wai

Registered office: Vistra Corporate Services Centre Wickhams Cay II Road Town, Tortola British Virgin Islands VG1110

Principal place of business in Hong Kong: Room 3517, 35/F Wu Chung House 213 Queen’s Road East Wan Chai Hong Kong 30 April 2026

To the Shareholders

Dear Sir or Madam

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, (2) RE-ELECTION OF RETIRING DIRECTORS,

(3) DECLARATION OF A FINAL DIVIDEND AND A SPECIAL DIVIDEND; AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purpose of this circular is to provide you with information regarding certain resolutions relating to, among other things, (i) the proposed grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; (ii) the proposed re-election of retiring Directors; and (iii) declaration of a final dividend and a special dividend to be proposed at the AGM to enable Shareholders to make an informed decision on whether to vote for or against those resolutions and to give you notice of the AGM.

– 4 –

LETTER FROM THE BOARD

GRANT OF REPURCHASE MANDATE, GENERAL MANDATE AND EXTENSION MANDATE

At the AGM, an ordinary resolution will be proposed to grant to the Directors the general and unconditional mandate to repurchase issued Shares. The maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution.

The Repurchase Mandate will lapse on the earliest of (i) the conclusion of the next annual general meeting of the Company, or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum of Association and the Articles of Association or any applicable laws of the BVI to be held, or (iii) the date on which such mandate granted is revoked or varied by an ordinary resolution of the Shareholders in general meeting of the Company.

The explanatory statement required by the Listing Rules to be sent to Shareholders in connection with the proposed resolution to grant to the Directors the Repurchase Mandate is set out in Appendix I to this circular. This contains all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution.

Moreover, at the AGM, an ordinary resolution will be proposed to grant to the Directors the General Mandate to allot, issue and deal with further Shares representing up to 20% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution.

Subject to the passing of the ordinary resolutions of the Repurchase Mandate and the General Mandate, an ordinary resolution will also be proposed to grant to the Directors the Extension Mandate to issue new Shares of a number not exceeding 20% of the aggregate number of Shares in issue as at the date of passing of the General Mandate and the Shares to be purchased pursuant to the Repurchase Mandate.

Based on 1,408,264,016 Shares in issue as at the Latest Practicable Date and on the basis that no new Shares will be issued and no Shares will be repurchased by the Company for the period from the Latest Practicable Date up to and including the date of the AGM:

• (1) subject to the passing of the proposed resolution granting the General Mandate to the Directors, the Company will be allowed under the General Mandate to issue up to a maximum of 281,652,803 Shares, representing 20% of the number of Shares in issue as at the Latest Practicable Date; and

• (2) subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 140,826,401 Shares, representing 10% of the number of Shares in issue as at the Latest Practicable Date.

– 5 –

LETTER FROM THE BOARD

The Directors wish to state that they have no immediate plans to repurchase any Shares or to allot and issue any new Shares pursuant to the Repurchase Mandate and the General Mandate to be approved at the AGM.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, there were two executive Directors, namely Ms. Qiao Haixia and Mr. Huang Danghui, three non-executive Directors, namely Mr. Lin Weiguo, Mr. Tian Meitan and Mr. Xu Yixuan and three independent non-executive Directors, namely Mr. Lee Cheuk Yin Dannis, Mr. Li Kwok Tai James and Mr. Wu Yat Wai. In accordance with Article 14.18 of the Articles of Association, at every annual general meeting of the Company, 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 (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The retiring Directors are eligible for re-election. Accordingly, Ms. Qiao Haixia, Mr. Lee Cheuk Yin Dannis and Mr. Li Kwok Tai James will retire from office by rotation and being eligible, have offered themselves for re-election at the AGM.

The independent non-executive Directors who will retire by rotation, namely Mr. Lee Cheuk Yin Dannis and Mr. Li Kwok Tai James have confirmed that they will devote sufficient time for the discharge of their functions and responsibilities as independent non-executive Director. With their background and experience as set out in the biographical information in Appendix II to this circular, they are fully aware of the responsibilities and expected time involvements in the Company. Based on the foregoing, the Board believes that their positions outside the Company will not affect them in maintaining their current roles in, and their functions and responsibilities for, the Company.

Mr. Tian Meitan (‘‘Mr. Tian’’) was appointed as a non-executive Director on 25 March 2026. Pursuant to Article 14.2 of the Articles of Association, the Board may from time to time and at any time appoint any person as a director either to fill a casual vacancy or as an addition to the Board. Any Director appointed to fill a casual vacancy or to join the existing Board shall hold office only until the next general meeting of the Company following his/her appointment, and such appointed directors shall then be eligible for re-election at the relevant meeting. Accordingly, Mr. Tian will retire at the AGM and be eligible for re-election at the meeting. An ordinary resolution will be proposed at the AGM to re-elect Mr. Tian as a nonexecutive Director.

The nomination committee of the Board (the ‘‘Nomination Committee’’) has 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 all Directors with reference to the nomination principles and criteria set out in the Company’s Board Diversity Policy and the Director Nomination Policy and the Company’s corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the aforesaid retiring Directors. The Company considers that in accordance with the independence guidelines set out in the

– 6 –

LETTER FROM THE BOARD

Listing Rules, the retiring independent non-executive Director shall remain independent and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Details of all Directors to be re-elected are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

DECLARATION OF A FINAL DIVIDEND AND A SPECIAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

The Board proposed that subject to the approval of the Shareholders at the AGM, a final dividend of HK$0.15 per Share for the year ended 31 December 2025 and a special dividend of HK$0.05 per Share will be paid to Shareholders whose names appear on the register of members of the Company on Wednesday, 3 June 2026 (the ‘‘Eligible Shareholders’’).

The register of members of the Company will be closed during the following periods:

• (i) For the purpose of determining entitlement of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 21 May 2026 to Wednesday, 27 May 2026 (both days inclusive). The record date will be Wednesday, 27 May 2026. In order to qualify for attending and voting at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration by 4:30 p.m. on Wednesday, 20 May 2026.

• (ii) For the purpose of ascertaining entitlement of the Eligible Shareholders to the proposed Final Dividend and Special Dividend for the year ended 31 December 2025, the register of members of the Company will be closed from Tuesday , 2 June 2026 to Wednesday, 3 June 2026 (both days inclusive). The record date will be Wednesday, 3 June 2026. In order to qualify for the Final Dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at the abovementioned address for registration by 4:30 p.m. on Monday, 1 June 2026.

RE-APPOINTMENT OF AUDITOR

The financials statements of the Group for the year ended 31 December 2025 were audited by Grant Thornton Hong Kong Limited whose term of office will expire upon the conclusion of the Annual General Meeting.

With the recommendation of the Audit Committee, the Board also resolved to re-appoint Grant Thornton Hong Kong Limited as the auditor of the Company and to hold office until the next annual general meeting of the Company, subject to the approval of the Shareholders by way of an ordinary resolution at the Annual General Meeting in accordance with Article 27.2 of the Articles of Association.

– 7 –

LETTER FROM THE BOARD

The estimated audit fee for the audit services to be provided by Grant Thornton Hong Kong Limited in respect of the financial year ending 31 December 2026 is approximately HK$1.2 million. Such estimated audit fee was agreed after arm’s length discussions between the Company and Grant Thornton Hong Kong Limited with reference to, among other things, (i) the expected audit scope for the financial year ending 31 December 2026; (ii) the expected audit timetable; (iii) the staffing plan, level of senior involvement and resources expected to be deployed for the audit engagement; (iv) the scale, structure and complexity of the Group’s operations and financial reporting; and (v) the audit fee for the financial year ended 31 December 2025.

ACTIONS TO BE TAKEN

Set out on pages 21 to 26 of this circular is a notice convening the AGM at which ordinary resolutions will be proposed to approve, among other matters, (a) the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; (b) the re-election of the retiring Directors; and (c) declaration of a final dividend.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.cndservice.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Branch Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:00 a.m. on Monday, 25 May 2026 (Hong Kong time)) or the adjourned meeting (as the case may be). In order to be valid, all forms of proxy must be lodged with Tricor Investor Services Limited before the deadline. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

RECOMMENDATIONS

The Directors consider that the proposals regarding the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolutions at the AGM.

GENERAL INFORMATION

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

– 8 –

LETTER FROM THE BOARD

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully

By order of the Board C&D Property Management Group Co., Ltd Qiao Haixia

Chairperson and Executive Director

– 9 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This appendix serves as an explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules, to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the grant of the Repurchase Mandate to the Directors.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognized by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders of such company, either by way of a general mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 1,408,264,016 Shares.

Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the bases that no new Shares will be issued and no Shares will be repurchased for the period from the Latest Practicable Date up to and including the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 140,826,401 Shares, representing 10% of the number of issued Shares as at the Latest Practicable Date.

3. REASONS FOR THE REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. 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 earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

In making repurchases, the Company may only apply funds legally available for such purposes in accordance with the Memorandum of Association, the Articles of Association, the Listing Rules, the BVI Business Companies Act and other applicable laws and regulations of the BVI. The Company may not repurchase its own shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. The Articles of Association and the laws of

– 10 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

BVI provide that the Company may not repurchase its own Shares unless (i) the value of the Company’s assets exceeds its liabilities; and (ii) the Company is able to pay its debts as they fall due.

5. MATERIAL ADVERSE IMPACT IN THE EVENT OF REPURCHASE

Taking into account the current working capital position of the Group, the Directors consider that, if the Repurchase Mandate were to be carried out at any time during the proposed repurchase period, it might have a material adverse impact on the working capital and/or gearing position of the Company as compared with the position as at 31 December 2025, being the date on which its latest published audited consolidated financial statements were made up. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company and/or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares traded on the Stock Exchange in the previous twelve months and up to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2025
April	2.60	2.25
May	2.64	2.42
June	2.74	2.43
July	3.09	2.65
August	3.30	2.76
September	3.25	3.01
October	3.20	2.89
November	3.00	2.66
December	2.75	2.58
2026
January	2.83	2.58
February	2.70	2.51
March	2.73	2.43
April (up to the Latest Practicable Date)	2.99	2.67

– 11 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

7. UNDERTAKING

The Directors will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Memorandum of Association, the Articles of Association, the BVI Business Companies Act and other applicable laws and regulations of the BVI.

8. CONNECTED PERSON

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved at the AGM.

No core connected persons of the Company 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 grant of the Repurchase Mandate is approved by Shareholders at the AGM.

9. TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase may 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 (as defined in the Takeovers Code) 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.

As disclosed in the register maintained pursuant to the SFO, as at the Latest Practicable Date, CDI held 565,032,364 Shares and CDI was entrusted by Well Land in relation to voting rights of 219,945,505 Shares directly held by Well Land (representing approximately 15.62% of the issued share capital of the Company). As such, CDI was interested in the voting rights of 784,977,869 Shares, representing approximately 55.74% voting rights attached to the issued Shares.

In the event that the Repurchase Mandate were to be exercised in full and assuming that the Company’s issued shares remained unchanged, the voting rights of CDI in the Company would be increased to approximately 61.93%. The Directors do not consider such increase would give rise to an obligation on the part of CDI and parties acting in concert (as defined in the Takeovers Code) with it to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the right to repurchase Shares to such extent which will give rise to an obligation of any Shareholder to make a mandatory offer under the Takeovers Code.

– 12 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would result in the number of Shares which are in the hands of the public falling below the applicable prescribed minimum threshold for that issuer under Rule 13.32B of the Listing Rules. The Directors have no present intention to and will not exercise the mandate to repurchase Shares to such extent which will result in the aggregate number of Shares being held by the public falling below the applicable prescribed minimum threshold under Rule 13.32B of the Listing Rules.

10. SHARE REPURCHASE MADE BY THE COMPANY

The Company did not repurchase any Shares during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

11. GENERAL INFORMATION

To the best of the knowledge of the Directors, neither this explanatory statement nor the proposed share repurchase has any unusual features.

The Company may cancel such repurchased Shares or hold them as treasury Shares (as defined in the Listing Rules) in accordance with the applicable laws and regulations and the Articles of Association, subject to market conditions and the Group’s capital management needs at the relevant time of the repurchase.

For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Set out below are the biographical details of the retiring Directors, who being eligible, would offer themselves for re-election at the AGM.

(1) Ms. Qiao Haixia (喬海俠女士)

Ms. Qiao Haixia (喬海俠女士) (‘‘Ms. Qiao’’), aged 51, was appointed as a Director from 22 September 2020 until her re-designation as the Company’s executive Director on 28 September 2020 and was appointed as the chairperson of the Board on 26 March 2025. She served as the Company’s chief executive officer from 28 September 2020 to 26 March 2025.

Ms. Qiao has over 25 years of experience in the property management business. Ms. Qiao worked as a property management staff in Huijia (Xiamen) Property Management Company Limited (匯嘉(廈門)物業管理有限公司) from December 1999 to May 2003. From February 2005 to May 2015, Ms. Qiao held different positions including manager of property management department, assistant to general manager, vice general manager, general manager in Yijiayuan, and she has been the chairperson of the board of directors of Yijiayuan since May 2015. Ms. Qiao has been a member of the party committee of C&D Real Estate since September 2017 and a director of C&D Real Estate since May 2024. Ms. Qiao has been the chairperson of the board of C&D Property Service Group Limited (建發物業服務集團有限公 司) since February 2018. Ms. Qiao has also worked as the chairperson, director and general manager of various subsidiaries of the Group.

Ms. Qiao was recognised as a certified intermediate property manager by the Ministry of Housing and Urban-Rural Development of the PRC (中國住房和城鄉建設部) in February 2014.

Ms. Qiao obtained a bachelor’s degree in accounting (foreign trade accounting) in Northeastern University in 1999.

Ms. Qiao has entered into a service agreement with the Company for an initial term of three years commencing from 28 September 2020, which is renewable automatically for successive terms of one year commencing from the day immediately after the expiry of the then current term of her appointment, unless terminated in accordance with the terms of the service agreement. Ms. Qiao is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the service agreement, Ms. Qiao is entitled to a director’s annual emolument of RMB600,000, which is determined by the Board with reference to her experience, knowledge, qualification, duties and responsibilities within the Group and the prevailing market conditions, and such management bonus and other benefits as may be determined by and at the sole discretion of the Board (upon recommendation of the remuneration committee of the Board (the ‘‘Remuneration Committee’’)) from time to time. For the year ended 31 December 2025, Ms. Qiao received by way of remuneration and other emoluments the amount of RMB2.49 million from the Group, and all such emoluments were covered under the service agreement.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

So far as the Directors are aware, as at the Latest Practicable Date, Ms. Qiao is the beneficial owner of 1,261,979 Shares (representing 0.09% of the issued Shares). Furthermore, being an incentive recipient of the 2023 restricted share incentive scheme approved at the extraordinary general meeting of the Company held on 21 December 2023, Ms. Qiao is interested in 360,000 shares (representing approximately 0.03% of the issued shares) held on trust by the Trustee as of the Latest Practicable Date, which are subject to vesting.

Save as disclosed above, Ms. Qiao:

• (i) did not hold any other directorship in listed public companies in the last three years before the Latest Practicable Date;

• (ii) does not hold any other positions with the Group;

• (iii) is not connected and has no other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and

• (iv) did not have, directly or indirectly, any interest in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in connection with Ms. Qiao’s re-election.

(2) Mr. Lee Cheuk Yin Dannis (李卓然先生)

Mr. Lee Cheuk Yin Dannis (李卓然先生), aged 55, was appointed as an independent nonexecutive Director on 23 December 2020.

Mr. Lee Cheuk Yin Dannis has served as the managing director of DLK Advisory Limited, a company engaged in financial advisory and investment consulting services, since October 2009. Mr. Lee Cheuk Yin Dannis served as an executive director of AMVIG Holdings Limited, a company listed on the Stock Exchange (stock code: 2300), from September 2001 to March 2010; an executive director and a non-executive director of BeijingWest Industries International Limited, a company listed on the Stock Exchange (stock code: 2339), from October 2003 to August 2005 and from August 2005 to January 2009, respectively; and an executive director of AMCO United Holdings Limited, a company listed on the Stock Exchange (stock code: 630), from October 2010 to October 2011.

Mr. Lee Cheuk Yin Dannis has been an independent non-executive director and chairman of audit committee of Tiangong International Company Limited, a company listed on the Stock Exchange (stock code: 826), since September 2010; an independent non-executive director of CMBC Capital Holdings Limited, a company listed on the Stock Exchange (stock code: 1141), since June 2017; and an independent non-executive director of Cathay Group Holdings Inc. (formerly known as Cathay Media and Education Group Inc.), a company listed on the Stock Exchange (stock code: 1981), since June 2020. He was also an independent non-executive

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

director and chairman of audit committee of Geely Automobile Holdings Limited, a company listed on the Stock Exchange (stock code: 175), from June 2002 to May 2022; and an independent director of Gridsum Holdings Inc., the American depository shares of which are listed on NASDAQ (stock code: GSUM) from June 2017 to March 2021. Mr. Lee Cheuk Yin Dannis was appointed as an independent non-executive director of Luen Thai Holdings Limited, a company listed on the Stock Exchange (stock code: 311), with effect from 25 May 2023. Mr. Lee Cheuk Yin Dannis was appointed as an independent non-executive director and the chairman of the audit committee of Eternal Beauty Holdings Limited, a company listed on the Stock Exchange (stock code: 6883), with effect from 23 March 2026.

Mr. Lee Cheuk Yin Dannis obtained a bachelor’s degree in business administration from Texas A&M University in the United States in October 1992. Mr. Lee Cheuk Yin Dannis has become an associate member of the Hong Kong Institute of Certified Public Accountants since June 1996 and a member of the American Institute of Certified Public Accountants since April 1995. Mr. Lee Cheuk Yin Dannis possesses over 29 years of experience in accounting and auditing field.

Mr. Lee Cheuk Yin Dannis was a non-executive director of Norstar Founders Group Limited (now known as BeijingWest Industries International Ltd.) (‘‘Norstar’’), a company listed on the Stock Exchange (stock code: 2339), from 19 August 2005 to 15 January 2009, during which as a non-executive director, at all relevant times he had no involvement in the day-to-day operation or management of Norstar. Norstar is incorporated in the Cayman Islands and was the subject of a winding up petition and a provisional liquidator was appointed on 6 February 2009. The winding up petition was dismissed and provisional liquidator was discharged in January 2014. According to the announcements published by Norstar, it was the subject of a scheme of arrangement to restructure its debts whereby certain rights and claims of Norstar were assigned to administrators of the scheme of arrangement on behalf of Norstar’s creditors. A writ of summons (the ‘‘Writ’’) was issued in June 2014 against, among others, Mr. Lee Cheuk Yin Dannis as a former director of Norstar. To the best knowledge and belief of the Company, the Writ alleged, among other things, various breaches of duties, contracts and applicable laws and regulations but it did not set out the basis or the specific incidents supporting the allegations therein. Further, Mr. Lee Cheuk Yin Dannis confirmed that (i) he was not aware of the matters alleged in the Writ, and (ii) he was never served any notice of proceedings or the Writ, and according to a letter from the plaintiff’s solicitor to the solicitors of Mr. Lee Cheuk Yin Dannis, the Writ has been extended until 25 June 2016 and has expired without further application for extension. In view of (i) his lack of involvement in the day-today operation and management in Norstar during his time as a non-executive director of Norstar, (ii) the fact that the plaintiff has not served the Writ on Mr. Lee Cheuk Yin Dannis and the Writ has expired without further application, and (iii) continuing engagement of Mr. Lee Cheuk Yin Dannis as director of other companies listed on the Stock Exchange, the Company believes that Mr. Lee Cheuk Yin Dannis remains suitable to be an independent nonexecutive Director under Rules 3.08 and 3.09 of the Listing Rules.

Mr. Lee Cheuk Yin Dannis has entered into a letter of appointment with the Company for an initial term of three years commencing from 23 December 2020, which is renewable automatically for successive terms of one year commencing from the day immediately after the

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

expiry of the then current term of his appointment, until terminated by not less than three months’ notice in writing served by either party to the other. Mr. Lee Cheuk Yin Dannis is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to such service agreement, Mr. Lee Cheuk Yin Dannis is entitled to a director’s fee of HK$150,000 per annum. For the year ended 31 December 2025, Mr. Lee Cheuk Yin Dannis received by way of remuneration and other emoluments the amount of approximately HK$150,000 from the Group, and all such emoluments were covered under the letter of appointment.

Based on the information contained in the annual confirmation on independence provided by Mr. Lee Cheuk Yin Dannis to the Company pursuant to Rule 3.13 of the Listing Rules, the Board had reviewed and evaluated the independence of Mr. Lee Cheuk Yin Dannis and is satisfied that Mr. Lee Cheuk Yin Dannis remains to be independent, and have the character, independence and experience required to fulfill and discharge the role and duties of an independent non-executive Director in the event that he is re-elected at the AGM.

Save as disclosed above, Mr. Lee Cheuk Yin Dannis:

• (i) did not hold any other directorship in listed public companies in the last three years before the Latest Practicable Date;

• (ii) does not hold any other positions with the Group;

• (iii) is not connected and has no other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and

• (iv) did not have, directly or indirectly, any interest in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in connection with Mr. Lee Cheuk Yin Dannis’ s re-election.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

(3) Mr. Li Kwok Tai James (李國泰先生)

Mr. Li Kwok Tai James (李國泰先生), aged 57, was appointed as an independent nonexecutive Director on 23 December 2020.

Mr. Li Kwok Tai James served as a staff accountant in the audit department of Ernst & Young from May 1994 to January 1997; a senior accountant in the global corporate finance department of Arthur Andersen from May 1998 to January 2000; a senior associate of DBS Asia Capital Limited from January 2000 to January 2001; a manager in the listing division of Hong Kong Exchanges and Clearing Limited, a company listed on the Stock Exchange (stock code: 388), from September 2002 to June 2006; a senior manager in the corporate finance execution department of BNP Paribas Capital (Asia Pacific) Limited from June 2006 to May 2007; a vice president in the investment banking coverage department of J.P. Morgan Securities (Asia Pacific) Limited from May 2007 to December 2008; a vice president of New World Strategic Investment Limited, a wholly-owned subsidiary of New World Development Company Limited, a company listed on the Stock Exchange (stock code: 17), from April 2009 to April 2010; a director in the investment banking division of CGS-CIMB Securities (Hong Kong) Limited (formerly known as CIMB Securities Limited, a wholly-owned subsidiary of CIMB Group Sdn Bhd) from April 2010 to January 2017; and a managing director of HeungKong Financial Group Limited from July 2017 to May 2018. Mr. Li Kwok Tai James served as a managing director in the investment banking department of Shanggu Securities Limited from June 2018 to April 2023 and an independent non-executive director of Huasheng International Holding Limited, a company listed on the Stock Exchange (stock code: 1323) from September 2020 to March 2024. Mr. Li Kwok Tai James has been an independent nonexecutive director and chairman of audit committee of Powerwin Tech Group Limited, a company listed on the Stock Exchange (stock code: 2405), since March 2023.

Mr. Li Kwok Tai James obtained a bachelor’s degree in engineering from the University of Liverpool in the United Kingdom in 1990; a master’s degree in science from the University of Manchester in the United Kingdom in 1991; and a bachelor of laws degree from the University of London in the United Kingdom in 2005. Mr. Li Kwok Tai James has been a member of the American Institute of Certified Public Accountants since September 1999 and an associate member of the Hong Kong Institute of Certified Public Accountants since March 2000. Mr. Li Kwok Tai James was a committee member of the corporate finance advisory panel of the Hong Kong Institute of Certified Public Accountants from February 2015 to January 2021.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Mr. Li Kwok Tai James has entered into a letter of appointment with the Company for an initial term of three years commencing from 23 December 2020, which is renewable automatically for successive terms of one year commencing from the day immediately after the expiry of the then current term of his appointment, until terminated by not less than three months’ notice in writing served by either party to the other. Mr. Li Kwok Tai James is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to such service agreement, Mr. Li Kwok Tai James is entitled to a director’s fee of HK$150,000 per annum. For the year ended 31 December 2025, Mr. Li Kwok Tai James received by way of remuneration and other emoluments the amount of approximately HK$150,000 from the Group, and all such emoluments were covered under the letter of appointment.

Based on the information contained in the annual confirmation on independence provided by Mr. Li Kwok Tai James to the Company pursuant to Rule 3.13 of the Listing Rules, the Board had reviewed and evaluated the independence of Mr. Li Kwok Tai James and is satisfied that Mr. Li Kwok Tai James remains to be independent, and have the character, independence and experience required to fulfill and discharge the role and duties of an independent nonexecutive Director in the event that he is re-elected at the AGM.

Save as disclosed above, Mr. Li Kwok Tai James:

• (i) did not hold any other directorship in listed public companies in the last three years before the Latest Practicable Date;

• (ii) does not hold any other positions with the Group;

• (iii) is not connected and has no other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and

• (iv) did not have, directly or indirectly, any interest in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in connection with Mr. Li Kwok Tai James’ s re-election.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

(4) Mr. Tian Meitan (田美坦)

Mr. Tian Meitan (田美坦) (‘‘Mr. Tian’’), aged 48, was appointed as a non-executive Director on 25 March 2026. Mr. Tian joined C&D Real Estate in 2012 and served as deputy general manager of Shanghai Business Department, general manager of Suzhou Business Department, general manager and chairman of East-China Branch of C&D Real Estate. He has been an executive director and chief executive officer of CDI on 25 August 2022 and 26 March 2025, respectively. Mr. Tian is also the general manager and the vice secretary of the party committee of C&D Real Estate, a director of certain subsidiaries of C&D Real Estate and CDI (excluding the Company and its subsidiaries). He has been a director of C&D Holsin Engineering Consulting Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 603909) since September 2022.

Mr. Tian graduated from Wuhan University with a bachelor’s degree in Economics and China Europe International Business School with an EMBA degree, and is an intermediate economist.

Mr. Tian has entered into a service agreement with the Company, pursuant to which his appointment will take effect on 25 March 2026 for a term of three years, which is renewable automatically for one year upon the expiration of each term. Mr. Tian is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association. Mr. Tian will not receive any director’s remuneration but may be entitled to discretionary bonuses and/or other benefits as may be determined by and at the sole discretion of the Board from time to time upon the recommendation of the remuneration committee of the Board.

So far as the Directors are aware, as at the Latest Practicable Date, Mr. Tian was the beneficial owner of 660,022 Shares (representing 0.05% of the issued Shares).

Save as disclosed above, Mr. Tian:

• (i) did not hold any other directorship in listed public companies in the last three years before the Latest Practicable Date;

• (ii) does not hold any other positions with the Group;

• (iii) is not connected and has no other relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and

• (iv) did not have, directly or indirectly, any interest in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information required to be disclosed pursuant to the requirements of Rules 13.52(2)(h) to 13.52(2)(v) of the Listing Rules in connection with Mr. Tian‘s re-election.

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

C&D Property Management Group Co., Ltd 建發物業管理集團有限公司

(Incorporated in the British Virgin Islands with limited liability)

(Stock Code: 2156)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘Meeting’’) of C&D Property Management Group Co., Ltd (the ‘‘Company’’) will be held at Room 3517, 35/F, Wu Chung House, 213 Queen’s Road East, Wan Chai, Hong Kong at 10:00 a.m. on Wednesday, 27 May 2026 to consider and, if thought fit, transact the following businesses:

1. To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and the auditors of the Company for the year ended 31 December 2025.

2. To declare a final dividend of HK$0.15 per share for the year ended 31 December 2025.

3. To declare a special dividend of HK$0.05 per share.

4. To re-elect Ms. Qiao Haixia as an executive director of the Company.

5. To re-elect Mr. Lee Cheuk Yin Dannis as an independent non-executive director of the Company.

6. To re-elect Mr. Li Kwok Tai James as an independent non-executive director of the Company.

7. To re-elect Mr. Tian Meitan as a non-executive director of the Company.

8. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.

9. To consider the re-appointment of Grant Thornton Hong Kong Limited as the auditor of the Company for the ensuing year and to authorise the board of directors of the Company to fix its remuneration.

10. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

‘‘THAT:

• (a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and paragraph (c) below, pursuant to the Listing Rules and all other applicable laws, the exercise by the directors of the Company during the

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NOTICE OF ANNUAL GENERAL MEETING

Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares of the Company, and to make or grant offers, agreements and options (including warrants, bonds, notes and other 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 be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorize the directors of the Company (the ‘‘Directors’’) during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other 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;

• (c) the aggregate number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined in paragraph (d) below);

• (ii) the exercise of options granted under the share option scheme or similar arrangement for the time being adopted by the Company from time to time;

• (iii) any scrip dividend or similar arrangements providing for allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the memorandum of association and the articles of association of the Company and other relevant regulations in force from time to time; or

• (iv) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company;

shall not exceed 20% of the aggregate number of shares of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution, the ‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum of association and the articles of association of the Company or any applicable laws of the British Virgin Islands to be held; or

• (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting of the Company.

‘‘Rights Issue’’ means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to the holders of shares or any class of shares whose names appeared 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, or the expenses or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside Hong Kong).’’

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

‘‘THAT:

• (a) subject to compliance with the prevailing requirements of the Listing Rules and paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase the shares of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong (the ‘‘SFC’’) and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the BVI Business Companies Act, 2004 (as amended, supplemented or otherwise modified from time to time) and all other applicable laws as amended from time to time in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate number of shares which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum of association and the articles of association of the Company or any other applicable laws of the British Virgin Islands to be held; or

  • (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting of the Company.’’

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

‘‘THAT conditional upon resolutions numbered 10 and 11 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with the unissued shares of the Company pursuant to resolution numbered 10 above be and is hereby extended by the addition to the aggregate number of shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of a number representing the aggregate number of shares to be repurchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 11 above.’’

By order of the Board C&D Property Management Group Co., Ltd Qiao Haixia Chairperson and Executive Director

Hong Kong, 30 April 2026

Notes:

1. A shareholder of the Company (the ‘‘Shareholder’’) entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote in his/her stead. A Shareholder who is the holder of two or more shares (the ‘‘Shares’’) in the Company may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. A proxy need not be a Shareholder.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said joint holders so present whose name stands first in the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

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NOTICE OF ANNUAL GENERAL MEETING

1. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) not less than 48 hours before the time specified for holding of the Meeting (i.e. not later than 10:00 a.m. on Monday, 25 May 2026).

2. Delivery of an instrument appointing a proxy should not preclude a Shareholder from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. For the purpose of determining Shareholders’ entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Thursday, 21 May 2026 to Wednesday, 27 May 2026 (both days inclusive). The record date will be Wednesday, 27 May 2026. In order to qualify for attending and voting at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at the abovementioned address for registration by 4:30 p.m. on Wednesday, 20 May 2026.

4. For the purpose of determining the Shareholders’ entitlement to the proposed final dividend, the register of members of the Company will be closed from Tuesday, 2 June 2026 to Wednesday, 3 June 2026 (both days inclusive). The record date will be Wednesday, 3 June 2026. In order to qualify for the final dividend, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at the above-mentioned address for registration by 4:30 p.m. on Monday, 1 June 2026.

5. In relation to the resolutions numbered 10 and 12 above, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorize the allotment and issue of Shares in accordance with all applicable laws and the Listing Rules. The Directors have no immediate plans to issue any new Shares pursuant to the authority granted under the general mandate to be approved at the Meeting.

6. In relation to the resolution numbered 11 above, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to repurchase Shares in accordance with all applicable laws and the Listing Rules. The Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the Shareholders.

7. The Company reminds all Shareholders that physical attendance in person at the Meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the Meeting as their proxy to vote on the relevant resolution(s) at the Meeting instead of attending the Meeting in person, by completing and returning the form of proxy.

8. If any Shareholder chooses not to attend the Meeting in person but has any question about any resolution or about the Company, or has any matter for communication with the board of directors of the Company, he/she is welcomed to send such question or matter in writing to the principal place of business in Hong Kong of the Company or by fax at (852) 2525 7890. If any Shareholder has any question relating to the Meeting, please contact Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office as follows:

Tricor Investor Services Limited

17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong Email: is-enquiries@vistra.com

Tel: (852) 2980 1333 during business hours 9:00 a.m. to 5:00 p.m., Monday to Friday, excluding Hong Kong Public Holidays

• Fax: (852) 2810 8185

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NOTICE OF ANNUAL GENERAL MEETING

1. If a Typhoon Signal No. 8 or above is hoisted or ‘‘extreme conditions’’ caused by super typhoons or a Black Rainstorm Warning Signal is in force at or at any time after 8:00 a.m. on the date of the Meeting, the Meeting will be adjourned. The Company will post an announcement on its website (www.cndservice.com) and designated website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) to notify the Shareholders of the date, time and place of the adjourned Meeting. The Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.

If any Shareholder has any question relating to the Meeting, please contact Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office.

1. All dates and times mentioned in this notice refer to Hong Kong dates and times.

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