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

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all or transferred all your shares in Country Garden Services Holdings Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

COUNTRY GARDEN SERVICES HOLDINGS COMPANY LIMITED

碧 桂 園 服 務 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6098)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Regency Ballroom, Lobby Level, Hyatt Regency Hong Kong, Tsim Sha Tsui, 18 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 28 May 2021 at 3:00 p.m. is set out on pages AGM-1 to AGM-4 of this circular. A form of proxy for use at the AGM is also enclosed with this circular.

Whether or not you intend to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Share Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this circular for measures being taken to try to prevent and control the spread of the Coronavirus at the AGM, including:

• compulsory temperature checks and health declarations
• compulsory wearing of surgical face masks
• no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. Attendees must wear their own surgical face masks and Shareholders may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

27 April 2021

CONTENTS

		Pages
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General mandate to issue Shares . . . . . . . . . . . . . . . . . . . . . .	5
3.	General mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . .	5
4.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II - DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED . . . .	II-1
NOTICE OF THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . .	AGM-1

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

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

(ii). All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names, contact details and body condition, and state that whether they have travelled to any affected countries or areas outside Hong Kong in the preceding 21 days, or to their best knowledge had close contact with any confirmed cases, or have symptoms of flu, fever or pneumonia. Any such person may be denied entry into the AGM venue or be required to leave the AGM venue.

(iii). Attendees must wear their own surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats.

(iv). No refreshments will be served, and there will be no corporate gifts.

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

In the interest of all stakeholders' health and safety, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, strongly recommended by using a form of proxy with voting instructions inserted, Shareholders, particularly those who are subjected to quarantine, may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The form of proxy is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the form of proxy can be downloaded from the website of the Stock Exchange (http://www.hkexnews.hk) and the "Investor Relations - Announcement and Circulars" section of the website of the Company (http://www.bgyfw.com). If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

Shareholders are strongly recommended not to attend the AGM in person. If Shareholders have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company as follows:

Email: [e-mail]

Tel: [phone]

If Shareholders have any questions relating to the AGM, please contact Tricor Investor Services Limited, the Share Registrar, as follows:

Tricor Investor Services Limited Level 54, Hopewell Centre 183 Queen's Road East

Hong Kong

E-mail:[e-mail]

Tel: [phone]

Fax: [phone]

- 1 -

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at Regency
	Ballroom, Lobby Level, Hyatt Regency Hong Kong, Tsim Sha
	Tsui, 18 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong on
	Friday, 28 May 2021 at 3:00 p.m.
"AGM Notice"	the notice convening the AGM as set out on pages AGM-1 to
	AGM-4 of this circular
"Articles of Association"	the articles of association of the Company, adopted by a special
	resolution dated 25 May 2018 with effect from 19 June 2018 and as
	amended from time to time
"Board"	the board of Directors
"CG Life Services"	Country Garden Life Services Group Co., Ltd.* (碧桂園生活服
	務集團股份有限公司) (formerly known as Guangdong Country
	Garden Property Services Co., Ltd. (廣東碧桂園物業服務股份
	有限公司) and subsequently known as Country Garden Intelligent
	Services Group Co., Ltd.* (碧桂園智慧物業服務集團股份有限
	公司)), a company incorporated in the PRC with limited liability
	and a wholly-owned subsidiary of the Company
"CGH"	Country Garden Holdings Company Limited (碧桂園控股有限
	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 (stock code: 2007)
"CGH Group"	CGH and its subsidiaries
"Companies Law"	the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands
"Company"	Country Garden Services Holdings Company Limited, 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 (stock code: 6098)
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries from time to time
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"	a general and unconditional mandate proposed to be granted to the
	Directors to exercise the power of the Company to issue, allot and deal
	in Shares not exceeding 20% of the total number of Shares in issue as
	at the date of passing of the relevant resolution by the Shareholders
	- 2 -

	DEFINITIONS
"Latest Practicable Date"	Thursday, 8 April 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining certain
	information for inclusion in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Memorandum of Association"	the memorandum of association of the Company, as amended from
	time to time
"PRC"	the People's Republic of China, for the purpose of this circular,
	excluding Hong Kong, the Macau Special Administrative Region
	of the PRC and Taiwan
"Pre-Listing Share Option Scheme"	the share option scheme adopted by the Company on 13 March
	2018, which was subsequently amended by a resolution passed at
	the extraordinary general meeting held on 7 November 2019
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	ordinary shares with a par value of US$0.0001 each in the
	issued share capital of the Company (or of such other nominal
	amount as shall result from a sub-division, consolidation,
	reclassification, or re-construction of the share capital of the
	Company from time to time)
"Share Repurchase Mandate"	a general and unconditional mandate to be granted to the Directors
	to exercise the power of the Company to repurchase Shares not
	exceeding 10% of the total number of Shares in issue as at the date
	of passing of the relevant resolution by the Shareholders
"Share Registrar"	the Company's Hong Kong branch share registrar and transfer
	office, Tricor Investor Services Limited
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Codes"	the Codes on Takeovers and Mergers and Share Buy-backs
"US$"	United States dollars, the lawful currency of the United States
"%"	per cent.

Should there be any discrepancy between English and Chinese versions, the English version shall prevail.

- 3 -

LETTER FROM THE BOARD

COUNTRY GARDEN SERVICES HOLDINGS COMPANY LIMITED

碧 桂 園 服 務 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6098)

Executive Directors:

Mr. Li Changjiang (President)

Mr. Xiao Hua

Mr. Guo Zhanjun

Non-executive Directors:

Ms. Yang Huiyan (Chairman)

Mr. Yang Zhicheng

Ms. Wu Bijun

Independent non-executive Directors: Mr. Mei Wenjue

Mr. Rui Meng

Mr. Chen Weiru

Registered office:

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman

KY1-1111

Cayman Islands

Headquarters and principal place of   business in the PRC:

West Building of Country Garden office Beijiao Town

Shunde District, Foshan Guangdong Province

PRC

Principal place of business in Hong Kong: 4th Floor, Ruttonjee House

Ruttonjee Centre

11 Duddell Street

Central

Hong Kong

27 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information relating to the resolutions to be proposed at the AGM for, among other things, (i) the grant and extension of the Issue Mandate;

1. the grant of the Share Repurchase Mandate; and (iii) the re-election of the retiring Directors in accordance with the Articles of Association. These resolutions are set out in the AGM Notice as contained in this circular.
2. • 4 -

LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution was passed at the annual general meeting of the Company held on 16 June

2020 whereby a general mandate was given to the Directors to issue Shares and such general mandate to issue Shares was extended by adding to it the number of Shares bought back under the general mandate to buy back Shares granted to the Directors on 16 June 2020.

Such general mandate will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM to grant to the Directors the Issue Mandate to issue Shares up to a maximum of 20% of the total number of Shares in issue as at the date of the passing of the relevant resolution (i.e. not exceeding 598,940,079 Shares based on the issued share capital of the Company of 2,994,700,396 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same on the date of the passing of the relevant resolution) in order to ensure flexibility and discretion to the Directors to issue Shares.

In addition, an ordinary resolution will be proposed to extend the Issue Mandate by adding to it the number of Shares repurchased under the Share Repurchase Mandate.

3. GENERAL MANDATE TO REPURCHASE SHARES

An ordinary resolution was passed at the annual general meeting of the Company held on 16 June

2020 whereby a general mandate was given to the Directors to repurchase Shares.

Such general mandate will lapse at the conclusion of the AGM. Therefore, an ordinary resolution will be proposed at the AGM to grant to the Directors the Share Repurchase Mandate to repurchase Shares up to a maximum of 10% of the total number of Shares in issue as at the date of the passing of the relevant resolution (i.e. not exceeding 299,470,039 Shares based on the issued share capital of the Company of 2,994,700,396 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same on the date of the passing of the relevant resolution).

In accordance with the Listing Rules, an explanatory statement 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 resolution to approve the Share Repurchase Mandate is set out in Appendix I to this circular.

4. RE-ELECTION OF RETIRING DIRECTORS

The Board currently comprises nine Directors, of which Mr. Li Changjiang, Mr. Xiao Hua and Mr. Guo Zhanjun are executive Directors; Ms. Yang Huiyan, Mr. Yang Zhicheng and Ms. Wu Bijun are non-executive Directors; and Mr. Mei Wenjue, Mr. Rui Meng and Mr. Chen Weiru are independent non-executive Directors.

Pursuant to Article 84(1) of the Articles of Association, Mr. Xiao Hua, Ms. Wu Bijun and Mr. Mei Wenjue will retire from office at the AGM and being eligible, offer themselves for re-election at the AGM.

- 5 -

LETTER FROM THE BOARD

The nomination committee of the Company had identified candidates pursuant to criteria set out in the nomination policy adopted by the Company and assessed and reviewed the annual written confirmation of independence of each of the independent non-executive Directors for the year ended 31 December 2020 based on the independence criteria as set out in Rule 3.13 of the Listing Rules. As an independent non-executive Director with in-depth knowledge of the Company, Mr. Mei Wenjue has expressed objective views and given independent guidance to the Company over the years. The nomination committee of the Company is of the view that Mr. Mei Wenjue would continue to bring to the Board his own perspectives, skills and experience, as further described in his biographical details in Appendix II to this circular. Accordingly, the nomination committee of the Company had considered and nominated the above retiring Directors to the Board for it to propose to the Shareholders for re-election at the AGM.

Based on the board diversity policy adopted by the Company, the nomination committee of the Company considers that Mr. Mei Wenjue can contribute to the diversity of the Board with his diverse business and professional background, and can provide valuable, independent and objective view to the Company's affairs.

Accordingly, with the recommendation of the nomination committee of the Company, the Board has proposed that each of the above retiring Directors, namely Mr. Xiao Hua, Ms. Wu Bijun and Mr. Mei Wenjue, stands for re-election as Director by way of separate resolutions at the AGM.

Brief biographical details of the Directors subject to re-election at the AGM are set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING

The AGM Notice containing the resolutions relating to, inter alia, the Issue Mandate, the Share Repurchase Mandate, the extension of the Issue Mandate and the re-election of the retiring Directors is set out on pages AGM-1 to AGM-4 of this circular.

6. ACTIONS TO BE TAKEN

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.bgyfw.com). If you do not intend or are unable to attend the AGM and wish to appoint a proxy/ proxies to attend and vote on your behalf, you are requested to complete the accompanying form of proxy and return it to the Share Registrar in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

7. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

- 6 -

LETTER FROM THE BOARD

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

9. RECOMMENDATION

The Directors consider that each of the Issue Mandate, the Share Repurchase Mandate, the extension of the Issue Mandate and the re-election of the retiring Directors is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM as set out in the AGM Notice.

Yours faithfully,

For and on behalf of the Board

Country Garden Services Holdings Company Limited

LI Changjiang

Executive Director

- 7 -

APPENDIX I	EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Share Repurchase Mandate.

1. LISTING RULES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

1. the shares proposed to be purchased by the company are fully paid-up;
2. the company has previously sent to its shareholders an explanatory statement complying with the provisions of rule 10.06(1)(b) of the Listing Rules; and
3. the shareholders of the company have given a specific approval or a general mandate to the directors of the company to make the purchase(s), by way of an ordinary resolution which complies with rule 10.06(1)(c) of the Listing Rules and which has been passed at a general meeting of the company duly convened and held.

The company must report the outcome of the general meeting called to consider the proposed repurchase to the Stock Exchange immediately following the meeting.

2. SHARE IN ISSUE

As at the Latest Practicable Date, the total number of Shares in issue and fully paid-up was 2,994,700,396 Shares.

Subject to the passing of ordinary resolution no. 6 of the AGM Notice and on the basis that no further Shares are issued or repurchased and/or cancelled prior to the AGM, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 299,470,039 Shares.

3. REASON FOR REPURCHASE

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

- I-1 -

APPENDIX I	EXPLANATORY STATEMENT

4. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and the Articles of Association and the applicable laws and regulations of the Cayman Islands. Pursuant to the Share Repurchase Mandate, repurchase will be made out of funds of the Company legally permitted to be utilized in this connection, including profits of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Companies Law, out of the capital of the Company and, in the case of any premium payable on the repurchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the Companies Law, out of the capital of the Company. The Company may not repurchase its own securities 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.

5. IMPACT OF REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements of the Company contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Repurchase Mandate is exercised in full at any time during the proposed repurchase period. No repurchase pursuant to the Share Repurchase Mandate would be made where such repurchase would have a material adverse impact on the working capital or gearing position of the Company unless the Directors consider such repurchase were in the best interests of the Company and the Shareholders as a whole.

6. SHARE PRICES RECORD

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months prior to the Latest Practicable Date and for the month of April 2021 up to the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2020
April	36.300	29.600
May	38.050	34.500
June	38.100	34.300
July	48.100	34.400
August	56.500	46.350
September	54.600	48.350
October	53.900	44.400
November	51.800	41.450
December	53.150	43.400
2021
January	69.350	49.600
February	71.450	59.000
March	82.000	53.150
April (up to the Latest Practicable Date)	80.550	77.000

- I-2 -

APPENDIX I	EXPLANATORY STATEMENT

7. GENERAL

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Repurchase Mandate in accordance with the Listing Rules, the Memorandum of Association and the Articles of Association and the applicable laws and regulations of the Cayman Islands.

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

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company or has undertaken not to do so, if the Share Repurchase Mandate is approved by the Shareholders.

8. EFFECTS OF TAKEOVERS CODES

If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Codes. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Codes), depending on the level of increase in the interest of the Shareholder(s), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.

As at the Latest Practicable Date, Ms. YANG Huiyan has an indirect interest in 1,451,120,428 Shares representing approximately 48.46% of the issued Shares, through her 100% interest in Concrete Win Limited, and 100% interest in Fortune Warrior Global Limited.

In the event that the Directors exercise in full the power to repurchase Shares under the Share Repurchase Mandate, then, (if the present shareholdings otherwise remain the same) the interest of Ms. YANG Huiyan in the Company held through Concrete Win Limited and Fortune Warrior Global Limited would be increased from approximately 48.46% to approximately 53.84%. In the event that the Share Repurchase Mandate is exercised in full, an obligation to make a general offer to Shareholders under Rules 26 and 32 of the Takeovers Codes may arise. The Directors have no intention to exercise the Share Repurchase Mandate which may result in possible mandatory offer being made under the Takeovers Codes or the public float of the Company falling below the minimum percentage prescribed by the Stock Exchange.

9. SHARE REPURCHASE MADE BY THE COMPANY

The Company did not repurchase any Shares on the Stock Exchange or elsewhere during the six months immediately preceding the Latest Practicable Date.

- I-3 -

APPENDIX II DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED

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

Mr. Xiao Hua (肖華), aged 43, was appointed as an Executive Director on 9 March 2018 and has been the vice president of CG Life Services since February 2013. Mr. Xiao is primarily responsible for the overall management of value-added services to non-property owners. Mr. Xiao is also a member of the environmental, social and governance committee of the Company.

From April 2002 to April 2009, Mr. Xiao worked at the Group as an assistant manager, a deputy manager and a manager at Chencun branch office in Guangdong, where he was mainly responsible for the security management and providing assistance to day-to-day operation of the branch office and a deputy manager, a manager and a senior manager at Huabi branch office in Guangdong, where he was mainly responsible for the day-to-day operation and management of the branch office. From April 2009 to December 2009, Mr. Xiao was promoted to regional director at Changsha branch office and in January 2010, to regional director of Zengcheng branch office, where he was primarily responsible for the overall operation, management and brand development of property management services until February 2013.

Save as disclosed above, Mr. Xiao has not held any directorship in any other public listed companies in the last three years or any other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Mr. Xiao had a direct interest in 3,860,237 Shares within the meaning of Part XV of the SFO (being interests in 1,660,237 Shares and interests in share options to subscribe for 2,200,000 Shares granted under the share option scheme of the Company adopted on 28 September 2020), representing approximately 0.13% of the issued Shares.

Save as disclosed above, Mr. Xiao does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholder of the Company.

Mr. Xiao has entered into a service agreement with the Company for a term of three years commencing on 19 June 2018 subject to termination by not less than thirty days' notice in writing served by either party on the other and is subject to retirement from office and re-election at the annual general meetings of the Company in accordance with the Articles of Association. His emoluments are determined with reference to the terms of the service agreement in relation to his duties and responsibilities in the Company, the Company's remuneration policy and the prevailing market conditions. Pursuant to the service agreement, Mr. Xiao's remuneration will be paid by CG Life Services, and the Company will not pay other compensation for his performance of obligations under the agreement. Besides, Mr. Xiao is entitled to a year-end management bonus and performance bonus of a sum to be determined by the Board at its absolute discretion. For the year ended 31 December 2020, Mr. Xiao has received salaries and bonus of RMB2.38 million from the Group.

Save as disclosed above, the Board is not aware of any other matter in relation to Mr. Xiao's re-election that needs to be brought to the attention of the Shareholders and any other information to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

Ms. Wu Bijun (伍碧君), aged 47, was appointed as a Non-executive Director on 9 March 2018 and is responsible for the provision of guidance for the overall development of the Group.

From 1996 to 1998, Ms. Wu worked at Hubei Branch of China Construction Bank Corporation* (中國 建設銀行股份 有限公司湖北省分行) and was responsible for accounting and auditing management. From

1999 to 2002, Ms. Wu was the chief auditor of Foshan Zhixin Certified Public Accountants Co., Limited* (佛山市智信會計師事務所有限公司) and was responsible for reviewing all the auditor's reports. From

- II-1 -

APPENDIX II DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED

2002 to 2005, she worked at Foshan Shunde Finance and Taxation Bureau* (佛山市順德區財稅局) and was responsible for the financial management of foreign investment enterprises. Ms. Wu joined the CGH Group in November 2005 and served as the general manager of the finance and fund department until May 2013 and the assistant of the president from September 2011 to April 2014. She has been serving as the general manager of the finance and fund centre, the vice president and the chief financial officer of CGH since May 2013, April 2014 and April 2017 respectively. Ms. Wu is mainly responsible for the financial management of the CGH Group.

Ms. Wu graduated from the School of Public Finance and Taxation of Zhongnan University of Finance and Economics (中南財經大學) (currently known as Zhongnan University of Economics and Law (中南財經政法大學)) with a bachelor's degree of economics majoring in public finance of the faculty of

public finance and taxation in 1995, and obtained a degree of executive master in business administration (EMBA) from China Europe International Business School (中歐國際工商學院) in 2015. She is qualified as a Chinese certified public accountant (中國註冊會計師) and a Chinese certified tax agent (中國註冊稅 務師).

Save as disclosed above, Ms. Wu has not held any directorship in any other public listed companies in the last three years or any other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Ms. Wu had a direct interest in 7,389,390 Shares within the meaning of Part XV of the SFO, representing approximately 0.25% of the issued Shares.

Save as disclosed above, Ms. Wu does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholder of the Company.

Ms. Wu has entered into a service agreement with the Company for a term of three years commencing on 19 June 2018 subject to termination by not less than thirty days' notice in writing served by either party on the other and is subject to retirement from office and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Her emoluments are determined with reference to the terms of the service agreement in relation to her duties and responsibilities in the Company, the Company's remuneration policy and the prevailing market conditions. Pursuant to the service agreement, Ms. Wu will not receive any emoluments and director's fee from the Group.

Save as disclosed above, the Board is not aware of any other matter in relation to Ms. Wu's re-election that needs to be brought to the attention of the Shareholders and any other information to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

Mr. Mei Wenjue (梅文珏), aged 51, was appointed as an Independent Non-executive Director on 25 May 2018 and is responsible for providing independent advice to the Board. Mr. Mei is also a member of the audit committee and the remuneration committee of the Company.

Mr. Mei has served as executive director at Guangzhou Ruizhi Car Rental Company Limited* (廣 州瑞致租車有限公司) (a company primarily engaged in car rental business) since May 2016, where

he is responsible for the company strategy planning and he also oversees the overall operations. From 1994 to September 2008, Mr. Mei worked at China Southern Airlines Company Limited (中國南方航 空股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 600029), the New York Stock Exchange (stock code: ZNH) and the Main Board of the Stock Exchange (stock code: 1055).

From September 2008 to October 2014, he served as the chief representative at the Shenzhen Office of China Europe International Business School (中歐國際工商學院). From March 2015 to January 2018,

he served as a director of the board at Sichuan Huapu Modern Agriculture Company Limited* (四川華 樸現代農業股份有限公司), a company listed on the National Equities Exchange and Quotations (stock

code: 837890). Mr. Mei served as an independent non-executive director of the board at Miko International Holdings Limited (米格國 際控股有限公司), a company listed on the Main Board of the Stock Exchange

(stock code: 1247), from December 2013 to March 2016 and at CGH from May 2013 to March 2018. From November 2014 to December 2020, Mr. Mei also served as the chief executive officer at Guangzhou Ruizhi Car Rental Company Limited.

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APPENDIX II DETAILS OF RETIRING DIRECTORS TO BE RE-ELECTED

Mr. Mei graduated from Sun Yat-Sen University (中山大學) in the PRC, where he obtained a bachelor degree of English language and literature in June 1994 and a master degree of administrative management in June 2001. He also received a master degree in business administration from the School of Management of Cranfield University in the United Kingdom in June 2006.

Save as disclosed above, Mr. Mei has not held any directorship in any other public listed companies in the last three years or any other positions with the Company or other members of the Group.

As at the Latest Practicable Date, Mr. Mei does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Mei has given his written annual confirmation of independence to the Company and the nomination committee of the Company had assessed and reviewed it based on the independence criteria as set out in Rule 3.13 of the Listing Rules. Mr. Mei does not have any relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders. The Board is also not aware of any circumstance that might influence Mr. Mei in exercising independent judgment, and is satisfied that he has the required character, integrity, independence and experience to fulfill the role of an independent non- executive Director and he will be able to maintain an independent view of the Group's affairs. The Board considers him to be independent.

The Board is of the view that Mr. Mei is beneficial to the Board with diversity of his comprehensive business experience that contributes to invaluable expertise, continuity and stability to the Board and the Company has benefited greatly from his contribution and valuable insights derived from his in-depth knowledge of the Company. The Board believes that he will continue to contribute effectively to the Board.

Mr. Mei signed an appointment letter with the Company for a term of three years commencing on 19 June 2018 subject to termination by not less than three months' notice in writing served by either party on the other and is subject to retirement from office and re-election at the annual general meetings of the Company in accordance with the Articles of Association. His emoluments are determined with reference to his duties and responsibilities in the Company, the Company's remuneration policy and the prevailing market conditions. Under the appointment letter, Mr. Mei is entitled to receive an annual director's fee of RMB200,000. For the year ended 31 December 2020, Mr. Mei has received a director's fee of RMB200,000.

Save as disclosed above, the Board is not aware of any other matter in relation to Mr. Mei's re-election that needs to be brought to the attention of the Shareholders and any other information to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.

- II-3 -

NOTICE OF THE ANNUAL GENERAL MEETING

COUNTRY GARDEN SERVICES HOLDINGS COMPANY LIMITED

碧 桂 園 服 務 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6098)

NOTICE IS HEREBY GIVEN that an annual general meeting of Country Garden Services Holdings Company Limited ("the Company") will be held at Regency Ballroom, Lobby Level, Hyatt Regency Hong Kong, Tsim Sha Tsui, 18 Hanoi Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 28 May 2021 at 3:00 p.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements, the report of the directors and the independent auditor's report for the year ended 31 December 2020.
2. To declare a final dividend of RMB21.87 cents per share for the year ended 31 December 2020.

3. (a)  Each as a separate resolution, to re-elect the following directors of the Company (the "Director(s)"):

1. to re-elect Mr. Xiao Hua as an executive Director;
2. to re-elect Ms. Wu Bijun as a non-executive Director;
3. to re-elect Mr. Mei Wenjue as an independent non-executive Director; and

(b)  To authorize the board of Directors (the "Board") to fix the Directors' remuneration.

1. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorize the Board to fix their remuneration.
2. To consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:
   "THAT:
3. 1. subject to paragraph (c) below, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to issue, allot, and deal with any unissued shares in the capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the shares of the Company to be issued either during or after the end of the Relevant Period (as hereinafter defined);
   3. • AGM-1-

NOTICE OF THE ANNUAL GENERAL MEETING

1. the total number of the shares of the Company allotted or agreed conditionally or unconditionally to be issued or allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to
2. 1. a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to grantees as specified in such share option scheme or option scheme or similar arrangement of shares or rights to acquire shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the issue and allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total number of shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares of the Company into larger or smaller number of shares after the passing of this resolution) and the said approval shall be limited accordingly; and
3. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
   3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution; and

"Rights Issue" means an offer of shares of the Company or issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities) (subject in all cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

6. To consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised

- AGM-2 -

NOTICE OF THE ANNUAL GENERAL MEETING

by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

1. the total number of shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution) and the said approval shall be limited accordingly; and
2. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company; or
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
   3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution."

7. To consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of ordinary resolution no. 5 and 6 of this notice, the general mandate granted to the Directors to issue, allot and deal with any unissued shares in the capital of the Company pursuant to the ordinary resolution no. 5 of this notice be and is hereby extended by the addition to the total number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of a number representing the total number of shares of the Company repurchased by the Company under the authority granted pursuant to the ordinary resolution no. 6 of this notice, provided that such extended number shall not exceed 10% of the total number of shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution)."

By Order of the Board

Country Garden Services Holdings Company Limited

LI Changjiang

Executive Director

Hong Kong, 27 April 2021

- AGM-3 -

NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy needs not be a member of the Company.
2. If more than one of the joint registered holders are present at the meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of such share(s) of the Company shall be accepted to the exclusion of the votes of the other joint registered holders.
3. In order to be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.
4. The register of members of the Company will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to determine the identity of the shareholders who are entitled to attend and vote at the meeting, all duly completed transfer forms 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 Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Monday, 24 May 2021.
5. The register of members of the Company will be closed from Friday, 4 June 2021 to Monday, 7 June 2021, both days inclusive, during which period no transfer of shares will be registered. Subject to the approval of shareholders in the meeting, the proposed final dividend will be payable to shareholders whose names appear on the register of members of the Company on Monday, 7 June 2021 ("Eligible Shareholders"), with the Eligible Shareholders being given an option to elect to receive the proposed final dividend all in new shares or partly in new shares and partly in cash or all in cash. In order to qualify for the proposed final dividend, all duly completed transfer forms 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 Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 3 June 2021.
6. Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the general meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
7. With regard to items 3 and 5 to 7 set out in this notice, a circular giving details of the re-election of Directors, general mandates to issue and to repurchase shares of the Company will be despatched to shareholders of the Company on 27 April 2021. The biographical details of the Directors who are proposed to be re-elected at the meeting are set out in Appendix II to the circular.
8. If a typhoon signal no. 8 or above is hoisted or a black rainstorm warning signal is in force at or at any time after 7:00 a.m. on the date of the meeting, subject to consent of the meeting, the meeting will be postponed or adjourned. The Company will post an announcement on the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.bgyfw.com) to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
   The meeting will be held as scheduled when an amber or a red rainstorm warning signal is in force. Shareholders of the Company should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.
9. As at the date of this notice, the Board comprised nine Directors, of which Mr. Li Changjiang, Mr. Xiao Hua and Mr. Guo Zhanjun are executive Directors; Ms. Yang Huiyan (Chairman), Mr. Yang Zhicheng and Ms. Wu Bijun are non-executive Directors; and Mr. Mei Wenjue, Mr. Rui Meng and Mr. Chen Weiru are independent non-executive Directors.
10. PRECAUTIONARY MEASURES FOR THE AGM
    Please see page 1 of the Circular for measures being taken to try to prevent and control the spread of the Coronavirus at the AGM, including:
11. • compulsory temperature checks and health declarations
    • compulsory wearing of surgical face masks
    • no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. Attendees must wear their own surgical face masks and Shareholders may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

- AGM-4 -