Changsha Broad Homes Industrial Group Co., Ltd. — Proxy Solicitation & Information Statement 2020

Jun 19, 2020

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

Changsha Broad Homes Industrial Group Co., Ltd. 長沙遠大住宅工業集團股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2163)

NOTICE OF H SHAREHOLDERS CLASS MEETING

NOTICE IS HEREBY GIVEN that the H shareholders class meeting of Changsha Broad Homes Industrial Group Co., Ltd. (the “ Company ”) will be held at Meeting Room of Broad Homes Headquarters, No. 248 Yinshuang Road, Yuelu District, Changsha at 11:00 a.m. (or immediately after conclusion of the extraordinary general meeting or any adjournment thereof) on Wednesday, July 8, 2020 (the “ H Shareholders Class Meeting ”), for the purpose of considering and approving the following resolutions:

SPECIAL RESOLUTIONS:

1. To consider and approve the resolution on the Proposed A Share Offering and Listing:

2. 1.1 Class and par value of shares to be issued;

3. 1.2 Offering size;

4. 1.3 Target subscribers;

5. 1.4 Method of offering;

6. 1.5 Pricing methodology;

7. 1.6 Method of underwriting;

8. 1.7 Proposed place of listing;

9. 1.8 Time of offering and listing; and

10. 1.9 Valid period of the resolution.

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1. To consider and approve the resolution on proposed grant of authorization to the Board and its authorized person to deal with matters related to the Proposed A Share Offering and Listing at their full discretion;

2. To consider and approve the resolution on investment projects to be financed by the proceeds from the Proposed A Share Offering and the feasibility analysis;

3. To consider and approve the resolution on plan for distribution of accumulated profits prior to the Proposed A Share Offering and Listing;

4. To consider and approve the resolution on dividend distribution plan for Shareholders for three years after the Proposed A Share Offering and Listing;

5. To consider and approve the resolution on price stabilization plan of A Shares of the Company for three years after the Proposed A Share Offering and Listing;

6. To consider and approve the resolution on analysis of impact of dilution on immediate return by the Proposed A Share Offering and relevant recovery measures;

7. To consider and approve the resolution on relevant undertakings made by the Company for the Proposed A Share Offering and Listing;

8. To consider and approve the resolution on formulation of the articles of association of Changsha Broad Homes Industrial Group Co., Ltd. (Draft) applicable after the Proposed A Share Offering and Listing;

9. To consider and approve the resolution on formulation of the rules of procedure of general meetings of Changsha Broad Homes Industrial Group Co., Ltd. (Draft) applicable after the Proposed A Share Offering and Listing.

On behalf of the Board

Changsha Broad Homes Industrial Group Co., Ltd. Zhang Jian Chairman

June 22, 2020

As at the date of this notice, the Board comprises Mr. Zhang Jian, Ms. Tang Fen, Ms. Shi Donghong, Mr. Zhang Kexiang and Mr. Tan Xinming as Executive Directors; Mr. Zhang Quanxun and Ms. Hu Keman as non-Executive Directors; and Mr. Chen Gongrong, Mr. Li Zhengnong, Mr. Wong Kai Yan Thomas and Mr. Zhao Zhengting as Independent non-Executive Directors.

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Notes:

1. CLOSURE OF REGISTER OF MEMBERS TO DETERMINE ENTITLEMENT TO ATTEND THE H SHAREHOLDERS CLASS MEETING

In order to ascertain H shareholders’ entitlement to attend at the H Shareholders Class Meeting, the register of members of H Shares of the Company will be closed from Monday, July 6, 2020 to Wednesday, July 8, 2020 (both days inclusive). H shareholders whose names appear on the register of members of the Company at the opening of business on Wednesday, July 8, 2020 are entitled to attend and vote at the H Shareholders Class Meeting. In order to qualify for attending and voting at the H Shareholders Class Meeting, all duly completed transfer documents accompanied by the relevant share certificates of H shareholders whose transfer has not been registered shall be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai Hong Kong for registration before 4:30 p.m. on Friday, July 3, 2020.

2.

APPOINTMENT OF PROXIES

A shareholder entitled to attend and vote at the H Shareholders Class Meeting may appoint one or more proxies to attend and vote on his/her behalf. A proxy needs not to be a shareholder of the Company, but he/she must attend the H Shareholders Class Meeting in person to represent the relevant shareholder.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorized in writing. If the shareholder is a corporation, that instrument must be executed either under its common seal or under the hand of its director(s) or duly authorized attorney. If that instrument is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

In order to be valid, the form of proxy, the notarized power of attorney or other authorization document (if any) must be delivered to the H share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong for H shareholders not less than 24 hours before the time appointed for the holding of the H Shareholders Class Meeting (i.e. no later than 11:00 a.m. on Tuesday, July 7, 2020) or any adjournment thereof (as the case may be) by hand or by post. Completion and return of the form of proxy will not preclude you from attending and voting in person at the H Shareholders Class Meeting if you so wish.

3.

VOTING BY POLL

All resolutions at the general meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). Therefore, the resolutions as set out in the notice of the H Shareholders Class Meeting will be taken by poll. The announcement of poll results will be published on the website of the Company (www.bhome.com.cn) and the HKExnews website of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) in accordance with the Listing Rules.

4. MISCELLANEOUS

• (1) The H Shareholders Class Meeting is expected to last for no more than half a day. Shareholders or their proxies attending the H Shareholders Class Meeting shall be responsible for their own travelling and accommodation expenses.

• (2) Shareholders or their proxies shall produce their identity proof when attending the H Shareholders Class Meeting (and any adjournment thereof).

• (3) The H share registrar of the Company:

Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong (for lodging transfer documents) 17M Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong (for lodging form of proxy) Tel: (852) 2862 8555 Fax: (852) 2865 0990

• (4) Unless otherwise indicated, capitalised terms used in this notice and the above resolutions shall have the same meanings as those defined in the circular of the Company dated June 22, 2020.

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