China Public Procurement : PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, EXTENSION OF THE ISSUANCE MANDATE, PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF THE ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in CHINA PUBLIC PROCUREMENT LIMITED (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or the bank or stockbroker 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.

CHINA PUBLIC PROCUREMENT LIMITED

中 國 公 共 採 購 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code: 1094)

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE NEW SHARES,

EXTENSION OF THE ISSUANCE MANDATE,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND

NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Unit 501, 5/F., Tower Two, Lippo Centre, 89 Queensway, Admiralty, Hong Kong on Tuesday, 29 June 2021 at 11:00 a.m. is set out on pages 17 to 21 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

11 May 2021

	CONTENTS
		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Repurchase and Issuance Mandates . . . . . . . . . . . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . .	9
Appendix II - Details of the Retiring Directors Proposed to be Re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

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DEFINITIONS

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

"Annual General Meeting"	an annual general meeting of the Company to be held at Unit
	501, 5/F., Tower Two, Lippo Centre, 89 Queensway, Admiralty,
	Hong Kong on Tuesday, 29 June 2021 at 11:00 a.m., to
	consider and, if appropriate, to approve the resolutions
	contained in the notice of the meeting which is set out on pages
	17 to 21 of this circular, or any adjournment thereof;
"Board"	the board of Directors;
"Bye-laws"	the bye-laws of the Company, as amended, modified or
	otherwise supplemented from time to time;
"Company"	China Public Procurement Limited (中國公共採購有限公司), a
	company incorporated in Bermuda with limited liability, the
	shares of which are listed on the main board of the Stock
	Exchange;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries from time to time;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China;
"Issuance Mandate"	as defined in paragraph 2(b) of the Letter from the Board;
"Latest Practicable Date"	6 May 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in
	this circular;
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited;

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	DEFINITIONS
"PRC"	the People's Republic of China, which for the purpose of this
	circular shall exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan;
"Repurchase Mandate"	as defined in paragraph 2(a) of the Letter from the Board;
"SFO"	Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong;
"Share(s)"	ordinary share(s) of HK$0.10 each in the capital of the
	Company;
"Shareholder(s)"	holder(s) of Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	the Codes on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission in Hong
	Kong; and
"%"	per cent.

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LETTER FROM THE BOARD

CHINA PUBLIC PROCUREMENT LIMITED

中 國 公 共 採 購 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock code:	1094)
Executive Directors:	Registered office:
Mr. Zheng Jinwei (Chairman and Chief Executive)	Clarendon House
Ms. He Qian	2 Church Street
	Hamilton HM11
Non-executive Directors:	Bermuda
Mr. Zhang Jianguo
Mr. Xu Peng	Head office and principal place of
	business in Hong Kong:
Independent non-executive Directors:	Unit 501, 5/F.
Mr. Deng Xiang	Tower Two, Lippo Centre
Mr. Jiang Jun	89 Queensway, Admiralty
Mr. Wang Shuai	Hong Kong
	11 May 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE NEW SHARES,

EXTENSION OF THE ISSUANCE MANDATE,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND

NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be

proposed at the Annual General Meeting to be held on Tuesday, 29 June 2021 relating to, among

other things, (i) the proposed granting of general mandates to the Directors for the issuance and

repurchase of the Shares and the extension of Issuance Mandate to issue Shares; and (ii) the

proposed re-election of the retiring Directors.

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