Kaisa Prosperity Holdings Limited — Proxy Solicitation & Information Statement 2020

May 6, 2020

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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kaisa Prosperity Holdings Limited 佳兆業美好集團有限公司, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer 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.

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KAISA PROSPERITY HOLDINGS LIMITED 佳兆業美好集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2168)

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT PROPOSED GRANT OF SHARE OPTIONS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of the Annual General Meeting to be held at Multi-Function Room, 26/F, Sino Plaza, 255–257 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 16 June 2020 at 3:00 p.m. is set out on pages 19 to 22 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular.

Whether you are able to attend and vote at the Annual General Meeting in person or not, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return the completed form of proxy to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible, and in any event no later than 48 hours before the time appointed for holding the Annual General Meeting or adjourned meeting (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 adjourned meeting (as the case may be) thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see Page 11 of this document for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the Annual General Meeting, including:

• compulsory body temperature checks and health declarations

• recommended wearing of a surgical face mask by each attendee

• no distribution of corporate gift or refreshment

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

6 May 2020

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . .		11
APPENDIX I	— RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX II	— EXPLANATORY STATEMENT ON THE BUY-BACK
	MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .		19

DEFINITIONS

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

• “Annual General Meeting”

• the annual general meeting of the Company to be held at Multi-Function Room, 26/F, Sino Plaza, 255–257 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 16 June 2020 at 3:00 p.m., or any adjournment thereof;

• “Articles”

• the articles of association of the Company as amended from time to time;

• “Audit Committee” the audit committee of the Company;

• “Board” the board of Directors;

• “Buy-back Mandate”

• a general mandate proposed to be granted to the Directors to buy back Shares not exceeding 10% of the number of the issued Shares as at the date of passing of the resolution in relation thereto;

• “close associate(s)”

• has the same meaning ascribed to it under the Listing Rules;

• “Companies Law”

• the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (as amended, supplemented or otherwise modified from time to time);

• “Company”

• Kaisa Prosperity Holdings Limited (佳兆業美好集團有 限公司), an exempted company incorporated in the Cayman Islands with limited liability, and the Shares of which are listed on the main board of the Stock Exchange;

• “core connected person(s)”

• has the same meaning ascribed to it under the Listing Rules;

• “Director(s)”

• the director(s) of the Company;

• “Grant”

• the grant of 2,000,000 Share Options to Mr. Liao;

• “Group”

• the Company and its subsidiaries;

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong;

– 1 –

DEFINITIONS

• “Hong Kong”

• “Issue Mandate”

• “Kaisa Holdings”

• “Kaisa Group”

• “Latest Practicable Date”

• “Listing Rules”

• “Memorandum”

• “Mr. Liao”

• “Nomination Committee”

• “PRC”

• “Remuneration Committee”

• “SFO”

• “Share Options”

• the Hong Kong Special Administrative Region of the People’s Republic of China;

• the general mandate to allot and issue new Shares not exceeding 20% of the number of the issued Shares as at the date of passing of the resolution in relation thereto;

• Kaisa Group Holdings Ltd. (佳兆業集團控股有限公司) (stock code: 1638), an exempted company with limited liability incorporated in the Cayman Islands and the shares of which are listed on the Main Board of the Stock Exchange;

• Kaisa Holdings and its subsidiaries;

• 5 May 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

• the Rules Governing the Listing of Securities on the Stock Exchange;

• the memorandum of association of the Company as amended from time to time;

• Mr. Liao Chuanqiang, the chairman of the Board and an executive Director of the Company;

• the nomination committee of the Company;

• The People’s Republic of China, except where the context otherwise requires and only for the purpose of this circular, excluding Hong Kong, the Special Administrative Region of Macau and Taiwan;

• the remuneration committee of the Company;

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

• share options granted under the Share Option Scheme;

– 2 –

DEFINITIONS

“Share Option Scheme” the share option scheme of the Company adopted by the Shareholders at the annual general meeting held on 18 June 2019; “Share Premium Account” the share premium account of the Company; “Shares” the ordinary shares of the Company of par value HK$0.01 each; “Shareholder(s)” the holder(s) of the Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Takeovers Code” the Hong Kong Code on Takeovers and Mergers; and “%” per cent.

– 3 –

LETTER FROM THE BOARD

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KAISA PROSPERITY HOLDINGS LIMITED 佳兆業美好集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2168)

Executive Directors:

Mr. Liao Chuanqiang (Chairman) Ms. Guo Li Mr. Wu Jianxin Ms. Kwok Hiu Ting Mr. Li Haiming

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors: Mr. Liu Hongbai Ms. Ma Xiumin Mr. Chen Bin

Principal place of business in Hong Kong: Room 1901, 19/F Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong

6 May 2020

To the Shareholders

Dear Sir/Madam,

RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT PROPOSED GRANT OF SHARE OPTIONS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to (i) re-election of the retiring Directors; (ii) the granting to the Directors the Buy-back Mandate; (iii) the granting to the Directors the Issue Mandate; (iv) the extension of the Issue Mandate to include Shares bought back pursuant to the Buy-back Mandate; (v) the payment of the final dividend out of share premium account; and (vi) the grant of Share Options to Mr. Liao.

– 4 –

LETTER FROM THE BOARD

GENERAL MANDATE TO BUY BACK SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to grant to the Directors a general mandate to exercise all powers of the Company to buy back issued Shares not exceeding 10% of the number of the issued Shares as at the date of passing of the resolution subject to the Listing Rules. The Buy-back Mandate will end on the earlier of (a) conclusion of the next annual general meeting of the Company; (b) expiration of the period within which the next annual general meeting of the Company is required to be held by law or the Articles; and (c) the date upon which such authority is revoked or varied by an ordinary resolution by the Shareholders in a general meeting.

An explanatory statement is set out in Appendix II to this circular to provide the Shareholders with information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Buy-Back Mandate.

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to the Shareholders to grant to the Directors a general mandate to allot and issue new Shares not exceeding 20% of the number of the issued Shares as at the date of passing of the resolution in relation thereto.

Subject to the passing of the ordinary resolution granting the Issue Mandate and on the basis of 140,000,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares are issued or bought back prior to the Annual General Meeting, the Company would be allowed under the Issue Mandate to issue 28,000,000 Shares, being 20% of the number of the issued Shares as at the date of passing of the resolution to approve the Issue Mandate. The Issue Mandate will end on the earlier of (a) conclusion of the next annual general meeting of the Company; (b) expiration of the period within which the next annual general meeting of the Company is required to be held by law or the Articles; and (c) the date upon which such authority is revoked or varied by an ordinary resolution by the Shareholders in a general meeting.

Subject to the passing of the ordinary resolutions in relation to the Buy-back Mandate and the Issue Mandate, an ordinary resolution will also be proposed to authorise the Directors to extend the Issue Mandate by the number of Shares bought back by the Company pursuant to the Buy-back Mandate.

RE-ELECTION OF DIRECTORS

According to Article 84(1) of the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), 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 an annual general meeting at least once every three years.

– 5 –

LETTER FROM THE BOARD

In accordance with Article 83(3) of the Articles, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Accordingly, the Directors, comprising Mr. Wu Jianxin, Ms. Kwok Hiu Ting and Mr. Li Haiming as executive Directors; Mr. Chen Bin as independent non-executive Director, will retire from office and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

Particulars of the Directors proposed to be re-elected are set out in Appendix I to this circular.

PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT

At the Board meeting held on 26 March 2020, the Board recommended the payment of a final dividend of HK52.0 cents per Share for the year ended 31 December 2019.

The final dividend will be paid out of the Share Premium Account to all persons registered as holders of shares of the Company on Thursday, 25 June 2020. Subject to the approval of the Shareholders of the Company at the Annual General Meeting, the dividend will be paid on or about Thursday, 16 July 2020.

Under section 34(2) of the Cayman Islands Companies Law, the share premium account may be applied by a company in paying dividends to members provided that no dividend may be paid to members out of the share premium account unless, immediately following the date on which the dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business. The Board confirms that with respect to the payment of the proposed final dividend out of the Share Premium Account, the Company shall be able to pay its debts as they fall due in the ordinary course of business immediately following the date on which the final dividend is proposed to be paid. The final dividend is intended to be entirely paid out of the Share Premium Account pursuant to article 134 of the Articles of Association and in accordance with the Cayman Islands Companies Law.

For the purpose of determining shareholders of the Company who qualify for the final dividend, the register of members of the Company will be closed on Monday, 22 June 2020 to Thursday, 25 June 2020, both days inclusive. In order to qualify for the final dividend, all transfer documents should be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 19 June 2020.

PROPOSED GRANT OF SHARE OPTIONS

Reference is made to the announcement of the Company dated 19 July 2019 and 26 April 2020 in relation to, among others, the grant of 2,000,000 Share Options to Mr. Liao.

– 6 –

LETTER FROM THE BOARD

Details of the Grant are set out below:

• Exercise price : HK$15.70, which is the highest of (i) the official closing price of HK$15.70 per Share as stated in the daily quotation sheets issued by the Stock Exchange on 19 July 2019, being the date of the Grant; (ii) the average closing price of HK$15.696 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five trading days immediately preceding the date of the Grant; and (iii) the nominal value of the Share, being HK$0.01.

• Vesting schedule of the Share Options

• : The vesting schedule of the Share Options is as follows:

• (i) up to 20% of the Share Options granted to Mr. Liao at any time after the expiration of 12 months from the date of the Grant;

• (ii) up to 40% of the Share Options granted to Mr. Liao at any time after the expiration of 24 months from the date of the Grant;

• (iii) up to 60% of the Share Options granted to Mr. Liao at any time after the expiration of 36 months from the date of the Grant;

• (iv) all the remaining Share Options granted to Mr. Liao at any time after the expiration of 48 months from the date of the Grant,

and in each case, not later than 18 July 2029.

Vesting of the Share Options on a particular vesting date is conditional upon achievement of certain performance targets by Mr. Liao unless otherwise waived by any one of the Directors (except Mr. Liao)

• Exercise period of the : The Shares Options are exercisable within a period of Share Options ten year from the date of the Grant, subject to the vesting schedule.

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LETTER FROM THE BOARD

• Ranking of the Shares : The Shares to be allotted and issued upon the exercise pursuant to the of the Share Options shall rank pari passu in all exercise of the respects with the fully paid Shares in issue as of the Share Options date when the Mr. Liao is registered on the register of members of the Company and accordingly will entitle him has the same rights in relation to voting, dividend, transfer and other rights as the Shares in issue in accordance with the articles of association of the Company.

The Share Options themselves do not carry any right to voting, dividend, transfer or other rights (including those arising on the liquidation of the Company) prior to their being exercised and the underlying Shares being issued.

• Rights are personal

• : The Share Options and the offer to grant the Share Options to Mr. Liao are personal to Mr. Liao and shall not be transferrable or assignable and Mr. Liao shall not in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any option or attempt so to do (save that Mr. Liao may nominate a nominee in whose name the Shares issued pursuant to the Share Option Scheme may be registered).

Reasons for the Grant

The Company adopted the Share Option Scheme on 18 June 2019 to provide incentive to and motivate the eligible participants of the Group.

Mr. Liao has been the chairman of the Board and an executive Director since the listing of the Shares on 6 December 2018. He has been responsible for overseeing the management and business development of the Group, formulation and implementation of long-term strategies, including acquisition plans and corporate finance as well as the overall strategic planning, corporate management and business development of the Group. Mr. Liao has contributed immensely to the growth and expansion of the Group since his joining to the Group. No Share Option has been granted to Mr. Liao since the listing of the Shares. The Grant is expected to further incentivise Mr. Liao to strive for the future development and expansion of the Group. The Directors (excluding Mr. Liao) consider that the Grant is in the interest of the Company and the Shareholders as a whole.

The Grant has been approved by the independent non-executive Directors pursuant to Rule 17.04(1).

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LETTER FROM THE BOARD

Listing Rules Implications

Pursuant to Rule 17.03(4) of the Listing Rules and the Share Option Scheme, where any further grant of options to a participant would result in the Shares issued and to be issued upon exercise of all options granted and to be granted to such person (including exercised, cancelled and outstanding) in the 12-month period up to and including the date of such further grant representing in aggregate over 1% of the relevant class of Shares in issue, such further grant must be separately approved by the Shareholders in general meeting with such participant and his close associates abstaining from voting at the general meeting.

No Share Option has been granted to Mr. Liao within the 12-month period prior to the date of the Grant.

As the total number of Shares to be issued upon full exercise of the Share Options granted to Mr. Liao represents 1.4% of the Shares in issue as at the date of the Grant, the grant of the Share Options to Mr. Liao is subject to approval by the Shareholders.

In addition, the Grant is also subject to the approval of the Shareholders of Kaisa Holdings at its upcoming annual general meeting.

Under the Share Option Scheme, the Board may grant Share Options to eligible participants to subscribe a maximum of 14,000,000 Shares, being 10% of the Shares in issue as at the date of the annual general meeting held on 18 June 2019. As at the Latest Practicable Date, Share Options (including the Share Options under the Grant) were exercisable for up to 11,450,000 Shares. As at the Latest Practicable Date, none of these Share Options have lapsed, cancelled or exercised.

None of the Directors is the trustee of the Share Option Scheme nor has direct or indirect interest in the trustee of the Share Option Scheme. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholders will be required to abstain from voting on the resolutions in relation to the Grant.

ANNUAL GENERAL MEETING

A notice of the Annual General Meeting is set out on pages 19 to 22 of this circular.

Pursuant to the requirements of the Listing Rules, all votes of the Shareholders at the Annual General Meeting will be taken by poll.

A form of proxy for the Annual General Meeting is enclosed herewith. Whether or not you intend to attend and vote at the Annual General Meeting in person or not, you are requested to complete the form of proxy and return the completed form of proxy to the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible, and in any event no later than 48 hours before the time appointed for holding the Annual General

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LETTER FROM THE BOARD

Meeting or adjourned meeting (as the case may be). Completion of a form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting (as the case may be) thereof in person should you so wish.

RECOMMENDATION

The Directors consider that the re-election of retiring Directors, the proposed granting of the Buy-back Mandate and the Issue Mandate to the Directors, the extension of the Issue Mandate, the payment of the final dividend out of share premium account, and the grant of share options to Mr. Liao are in the best interests of the Company and the Shareholder as a whole and, accordingly, the Directors (including the independent non-executive Directors) recommend all Shareholders to vote in favour of all resolutions to be proposed at the Annual General Meeting.

CLOSURE OF REGISTER OF MEMBERS

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

For the purpose of determining shareholders of the Company who are entitled to attend and vote at the forthcoming AGM to be held on Tuesday, 16 June 2020, the register of members of the Company will be closed on Thursday, 11 June 2020 to Tuesday, 16 June 2020, both days inclusive. In order to qualify for attending and voting at the AGM, all transfer documents should be lodged for registration with Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 10 June 2020.

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 and 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.

Yours faithfully, By Order of the Board KAISA PROSPERITY HOLDINGS LIMITED Mr. Liao Chuanqiang

Chairman and executive Director

– 10 –

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The health of our Shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the Annual General Meeting to protect attending shareholders, staff and stakeholders from the risk of infection:

• (i) Compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.

• (ii) The Company encourages each attendee to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.

• (iii) No refreshment will be served, and there will be no corporate gift.

• (iv) Each attendee may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the Annual General Meeting; and (b) he/she is subject to any Hong Kong Government prescribed quarantine measures. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue.

In addition, 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 return the proxy form attached to this document.

If any Shareholder has any question relating to the meeting, please contact Computershare Hong Kong Investor Services Limited, the Company’s share registrar as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre 183 Queen’s Road East, Wan Chai, Hong Kong Email: hkinfo@computershare.com.hk Tel: 2862 8555 Fax: 2865 0990

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APPENDIX I

RE-ELECTION OF DIRECTORS

The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

EXECUTIVE DIRECTORS

Wu Jianxin (吳建新)

Mr. Wu, aged 41, was appointed as an executive Director on 21 February 2019 and re-elected as an executive Director on 18 June 2019. Mr. Wu was appointed as Senior Vice President of Kaisa Group in September 2019, and is mainly responsible for finance, tax and capital management of Kaisa Group. Mr. Wu joined Kaisa Group in August 2015 and has successively held the post of general manager of the capital management department, general manager of the financial management department and vice president of Kaisa Group. Prior to joining Kaisa Group, Mr. Wu worked in China Electronics Shenzhen Company, Huawei Technologies Co., Ltd and Country Garden Holdings Company Limited, mainly responsible for capital management affairs. Mr. Wu graduated from Zhongnan University of Economics and Law in 2001 with a bachelor’s degree in economics.

As at the Latest Practicable Date, Mr. Wu had share options granted by the controlling shareholder of the Company, Kaisa Holdings, to subscribe for 4,000,000 shares of Kaisa Holdings, representing approximately 0.07% of the issued share capital of Kaisa Holdings. Save as disclosed above, Mr. Wu does not have any interest in or is deemed to be interested in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Wu has entered into a service contract with the Company for a term of three years commencing from 21 February 2019. He is entitled to the remuneration of HK$100,000 per annum (after tax), which was determined with reference to his responsibilities with the Company, his experience, performance and the prevailing market conditions.

Mr. Wu did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years.

Save as disclosed above, Mr. Wu does not have any relationship with the Directors, senior management, substantial shareholders or controlling shareholders of the Company (within the meaning of the Listing Rules).

Kwok Hiu Ting (郭曉亭)

Ms. Kwok, aged 26, was appointed as an executive Director on 8 April 2020 and has been a deputy manager in the investment banking department of Kaisa Holdings since January 2020, prior to which Ms. Kwok was a deputy manager in the Investment Department of Kaisa Group during the period from August 2018 till January 2020. During her tenure, Ms. Kwok was responsible for the strategic merger and acquisition, public

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APPENDIX I

RE-ELECTION OF DIRECTORS

offerings and development of non-real estate business of Kaisa Group. Ms. Kwok is also currently an assistant to chairman and general manager of the curriculum development department of Kaisa Noying Education (Shenzhen) Co., Ltd, a wholly-owned subsidiary of Kaisa Group, since December 2019 and March 2020, respectively. Since January 2020, Ms. Kwok also acted as the deputy manager of the investment banking department of Kaisa Financial Group Holdings Ltd, a wholly-owned subsidiary of Kaisa Group, and prior to which, was the assistant manager during the period from December 2019 to January 2020. Ms. Kwok graduated from the Durham University in the United Kingdom with a Bachelor’s degree in Business and Management in June 2016 and obtained a Master in sustainability management degree from the Columbia University, United States in December 2017.

As at the Latest Practicable Date, Ms. Kwok does not have any interest in or is deemed to be interested in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

Ms. Kwok has entered into a service contract with the Company for a term of three years from 8 April 2020 to 7 April 2023 (both dates inclusive). Ms. Kwok will receive salary and director’s fee from the Company in the amount of HK$100,000 before tax per annum. Pursuant to the service contract, Ms. Kwok will hold office until the Annual General Meeting of the Company and shall then be eligible for re-election at the meeting, and shall be subject to retirement by rotation and re-election in accordance with the memorandum of association and bye-laws of the Company.

Save as disclosed above, Ms. Kwok did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years.

Ms. Kwok is the daughter of Mr. Kwok Ying Shing, the chairman and an executive director of Kaisa Group, which is the controlling shareholder of the Company. Save as disclosed above, Ms. Kwok does not have any other relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company (within the meaning of the Listing Rules).

Li Haiming (李海鳴)

Mr. Li , aged 45, was appointed as an executive Director on 8 April 2020 and has been the executive president of Kaisa Group since January 2019. He is in charge of investment and operations management of the real estate sector of Kaisa Group. Since March 2020, he also serves as senior management of various subsidiaries of Kaisa Group, including as the chief executive officer of Urban Renewal Services Ltd (城市更新服務有限 公司), the chairman of each of APEX Parks and Entertainment Services Ltd. (鼎盛樂園娛樂集團服務有限公司) and International Park Group (國際樂園集團); the chairman and president of Kaisa Services Co., Ltd* (佳兆業服務有限公司), and Kaisa

• for identification purpose only

– 13 –

APPENDIX I

RE-ELECTION OF DIRECTORS

Group (International) Co., Ltd (佳兆業集團（國際）有限公司), the general manager of Kendu Project Development Co., Ltd (肯渡專案開發公司). Mr. Li joined Kaisa Group in July 2002, and has served in various positions in Kaisa Group, including as the executive vice-president of Kaisa Group from July 2017 to January 2019, regional senior management of the Shenzhen sector from May 2015 to July 2017, regional senior management of the Changsha sector from July 2007 to April 2015. Mr. Li graduated from the Party School of the Guangdong Provincial Committee of the CPC (廣東省委黨校) with a Bachelor’s degree in Business Management in July 2000. He also specialised in Architecture and graduated from Chongqing Jianzhu College (重慶建築工程學院) in July 1994.

As at the Latest Practicable Date, Mr. Li does not have any interest in or is deemed to be interested in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Li has entered into a service contract with the Company for a term of three years from 8 April 2020 to 7 April 2023 (both dates inclusive). Mr. Li will receive salary and director’s fee from the Company in the amount of HK$100,000 before tax per annum. Pursuant to the service contract, Mr. Li will hold office until the Annual General Meeting of the Company and shall then be eligible for re-election at the meeting, and shall be subject to retirement by rotation and re-election in accordance with the memorandum of association and bye-laws of the Company.

Mr. Li has been appointed as an executive director of Kaisa Holdings since 6 April 2020. Mr. Li did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years. Save as disclosed above, Mr. Li does not have any other relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (within the meaning of the Listing Rules).

INDEPENDENT NON-EXECUTIVE DIRECTOR

Chen Bin (陳斌)

Mr. Chen, aged 47, has been the independent non-executive Director since 12 November 2018 and is responsible for providing independent advice on the operations and management of the Group. Mr. Chen is also the chairman of the Audit Committee and a member of each of the Remuneration Committee and the Nomination Committee.

Mr. Chen is now the partner at Shenzhen Liqin Certified Public Accountants (General Partnership). Mr. Chen graduated from Lanzhou University of Arts and Science (formerly known as Gansu United University) in the PRC, where he obtained a diploma degree of financial accounting in July 1994. He also obtained the certificate of certified public accountant granted by the Ministry of Finance of the PRC (“ MOF ”), the certificate of certified asset valuer granted by the MOF and the certificate of qualified independent director issued by the Shenzhen Stock Exchange. Mr. Chen has nearly 26 years of experience in financial auditing and economic consulting. He was the deputy director of Shenzhen Zhongxiang Certified Public Accountants (General Partnership) from 2008 to 2012, the independent non-executive director at First Dragoncom Agro-strategy Holdings Ltd from 2005 to 2006 and the financial controller at Shenzhen Qiaozhi Industrial Co., Ltd. from 1998 to 2008.

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APPENDIX I

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, Mr. Chen had share options granted by the Company to subscribe for 50,000 Shares of the Company, representing approximately 0.04% of the issued capital of the Company. Except as disclosed, Mr. Chen does not have any interest in or is deemed to be interested in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Chen entered into a letter of appointment with the Company for a term of one year commencing from 12 November 2018, unless and until terminated by not less than three months’ notice in writing served by either party on the other. Under the letter of appointment, the emolument of Mr. Chen in 2019 was HK$180,000. Save as disclosed above, Mr. Chen did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years.

Mr. Chen did not hold any other directorship in public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years.

Mr. Chen does not have any relationship with the Directors, senior management, substantial shareholders or controlling shareholders of the Company (within the meaning of the Listing Rules).

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APPENDIX II EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

This is an explanatory statement given to all Shareholders so as to provide the Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Buy-back Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Listing Rules.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was 140,000,000 Shares.

Subject to the passing of the ordinary resolution granting the Buy-back Mandate and on the basis that no further Shares are issued or bought back prior to the Annual General Meeting, the Company would be allowed under the Buy-back Mandate to buy-back a maximum of 14,000,000 Shares, being 10% of the issued Shares.

2. REASONS FOR SHARES BUY-BACK

The Directors believe that the Buy-back Mandate is in the best interests of the Company and its Shareholders as a whole. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to buy-back Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and its Shareholders as a whole as such buy-backs may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders can be assured that the Directors would only make such buy-backs in circumstances where they consider them to be in the best interests of the Company and the Shareholders as a whole.

3. FUNDING OF BUY-BACKS

In making the buy-backs, the Company may only apply funds legally available for such purposes in accordance with the Memorandum, the Articles and the laws of the Cayman Islands. Any buy-back of Shares will be made out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purpose of the buy-back or, if authorised by the Articles and subject to the Companies Law, out of capital and, in the case of any premium payable on the buy-back, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorised by the Articles and subject to the Companies Law, out of capital. In accordance with the laws of the Cayman Islands, the shares so bought back would be treated as cancelled.

The Directors consider that the exercise of the Buy-back Mandate in full will not have a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its latest published audited accounts as at 31 December 2019). The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing position (as compared with the position disclosed in its latest

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APPENDIX II EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

published audited accounts as at 31 December 2019) which in the opinion of the Directors is from time to time appropriate for the Company.

4. SHARE PRICES

From 1 April 2019 to the Latest Practicable Date, the highest and lowest prices at which the Shares have been traded on the Stock Exchange are set out as follows:

	Price per Share
Month	Highest	Lowest
	HK$	HK$
2019
April	10.54	9.33
May	10.96	9.69
June	12.92	10.18
July	16.10	12.90
August	14.76	12.52
September	15.60	14.02
October	16.84	14.16
November	21.80	17.46
December	21.00	18.54
2020
January	22.55	18.74
February	30.65	18.86
March	30.75	20.60
April	29.65	25.70
May (up to the Latest Practicable Date)	26.40	25.80

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make buy-backs pursuant to the Buy-back Mandate and in accordance with the Listing Rules and the laws of the Cayman Islands.

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 their Shares to the Company in the event that the Buy-back Mandate is approved by the Shareholders.

No core connected persons of the Company have notified the Company that he/she/it has a present intention to sell his/her/its Shares to the Company nor has undertaken not to do so, in the event that the Buy-back Mandate is granted by the Shareholders.

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APPENDIX II

EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

6. TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT

If a Shareholder’s proportionate interest in the share capital of the Company increases as a result of a share buy-back, such increase will be treated as an acquisition for the purposes of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a general offer for Shares under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Kaisa Holdings is interested in 103,530,000 Shares, representing approximately 73.95% of the total number of Shares in issue. In the event that the Directors exercise in full the power to buy back Shares under the Buy-back Mandate, then (assuming the present shareholdings remains unchanged), Kaisa Holdings would become interested in 82.17% of the total number of Shares in issue, respectively. In the opinion of the Directors, such increase would not give rise to an obligation to make a mandatory offer under Rules 26 of the Takeovers Code but the number of Shares held in the hands of the public will fall below 25% of the total number of Shares in issue.

The Directors will not exercise the Buy-back Mandate to such an extent as a result of such buy-back, the number of Shares held by the public would fall below 25% of the total number of Shares in issue.

7. SHARE BUY-BACK MADE BY THE COMPANY

The Company did not buy back any Shares on the Stock Exchange in the previous 6 months immediately preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [45 x 41] intentionally omitted <==

KAISA PROSPERITY HOLDINGS LIMITED 佳兆業美好集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2168)

NOTICE IS HEREBY GIVEN that the annual general meeting of Kaisa Prosperity Holdings Limited (the “ Company ”) will be held at Multi-Function Room, 26/F, Sino Plaza, 255–257 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 16 June 2020 at 3:00 p.m., for the following purposes:

As Ordinary Business

1. To receive, consider and adopt the report of the director(s) of the Company (the “ Director(s) ”), the audited consolidated financial statements and the independent auditor’s report for the year ended 31 December 2019.

2. To approve the payment of the final dividend of HK52.0 cents per share for the year ended 31 December 2019, and to pay such final dividend out of the share premium account of the Company.

3. To re-elect Mr. Wu Jianxin, as an executive Director.

4. To elect Ms. Kwok Hiu Ting, as an executive Director.

5. To elect Mr. Li Haiming, as an executive Director.

6. To re-elect Mr. Chen Bin, as an independent non-executive Director.

7. To authorise the board of directors of the Company (the “ Board ”) to fix the remuneration of the Directors.

8. To re-appoint Grant Thornton Hong Kong Limited as the auditors of the Company and to authorise the Board to fix their remuneration.

As Special Business

And to consider and, if thought fit, pass (with or without modification) the following resolutions as resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the power of the

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NOTICE OF ANNUAL GENERAL MEETING

Company to buy back issued shares of the Company (the “ Shares ”) subject to and in accordance with all applicable laws and requirements of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of Shares to be bought back pursuant to the approval in paragraph (a) shall not exceed 10 per cent. of the number of issued Shares as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until the earlier 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 law or the Company’s articles of association to be held; or

  - (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution by the shareholders of the Company in general meeting.”

1. “ THAT :

2. (a) 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 and to make or grant offers, agreements, options and rights to subscribe for, or convert any securities into, Shares which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights to subscribe for, or convert any securities into, Shares which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), or (ii) the grant or exercise of options under any share option scheme or

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NOTICE OF ANNUAL GENERAL MEETING

similar arrangement of the Company for the time being adopted for the grant or issue to the grantees as specified in such scheme or similar arrangement of Shares or rights to acquire Shares, or (iii) an issue of Shares upon the exercise of rights of the subscription or conversion under the terms of any existing options, warrants, bonds, notes or other securities of the Company which are convertible into Shares, or (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20 per cent. of the number of issued Shares as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until the earlier 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 law or the Company’s articles of association to be held; or

• (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the shareholders of the Company in general meeting; and

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

1. “ THAT conditional upon the passing of the resolutions number 9 and 10 as set out in the notice convening the meeting of which these resolutions form part (the “ Notice ”), the general mandate referred in the resolution number 10 as set out in the Notice be and is hereby extended by the addition thereto of the total number of Shares bought back by the Company pursuant to the general mandate referred in the resolution number 9 as set out in the Notice, provided that such amount shall not exceed 10 per cent. of the number of the issued Shares as at the date of passing of this resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT conditional upon the passing of a resolution by the shareholders of Kaisa Group Holdings Ltd. (佳兆業集團控股有限公司), the grant of 2,000,000 share options of the Company to Mr. Liao Chuanqiang under the Share Option Scheme adopted by the Company on 18 June 2019 to subscribe for 2,000,000 ordinary shares of the Company at the exercise price of HK$15.70 per share be and is hereby approved and that any one director of the Company is hereby authorised to do all such acts and/or execute all such documents as may be necessary or expedient in order to give full effect to the foregoing.”

By Order of the Board KAISA PROSPERITY HOLDINGS LIMITED Liao Chuanqiang Chairman and executive Director

Hong Kong, 6 May 2020

Notes:

• (1) Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on behalf of him. A proxy need not be a shareholder of the Company.

• (2) A form of proxy for the annual general meeting is enclosed. In order to be valid, a form of proxy, together with the power of attorney or other authority (if any), under which the form is signed must be deposited at the Company’s branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

• (3) Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the meeting or any adjourned meeting or upon the poll concerned if the shareholders of the Company so wish. In such event, the instrument appointing the proxy shall be deemed to be revoked.

• (4) The register of members of the Company will be closed for the following periods:

For the purpose of determining shareholders of the Company who are entitled to attend and vote at the forthcoming AGM to be held on Tuesday, 16 June 2020, the register of members of the Company will be closed on Thursday, 11 June 2020 to Tuesday, 16 June 2020, both days inclusive. In order to qualify for attending and voting at the AGM, all transfer documents should be lodged for registration with Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 10 June 2020.

As at the date of this notice, the executive Directors are Mr. Liao Chuanqiang, Ms. Guo Li, Mr. Wu Jianxin, Ms. Kwok Hiu Ting and Mr. Li Haiming ; and the independent non-executive Directors are Mr. Liu Hongbai, Ms. Ma Xiumin and Mr. Chen Bin.

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