Kaisa Prosperity : RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF SHARE PREMIUM ACCOUNT AND NOTICE OF 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, 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.

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

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of the Annual General Meeting to be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 16 June 2021 at 3:00 p.m. is set out on pages 15 to 18 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 8 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
• 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.

13 May 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . .	8
APPENDIX I - RE-ELECTIONOF DIRECTORS . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II - EXPLANATORY STATEMENT ON THE BUY-BACK
MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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 Regus Conference Centre, 35/F, Central Plaza, 18
	Harbour Road, Wanchai, Hong Kong on Wednesday,
	16 June 2021 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;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong;

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	DEFINITIONS
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China;
"Issue Mandate"	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 Holdings"	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 Group"	Kaisa Holdings and its subsidiaries;
"Latest Practicable Date"	10 May 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained in this circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;
"Memorandum"	the memorandum of association of the Company as
	amended from time to time;
"Nomination Committee"	the nomination committee of the Company;
"PRC"	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;
"Remuneration Committee"	the remuneration committee of the Company;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong) as amended from time to
	time;
"Share Options"	share options granted under the Share Option
	Scheme;
"Share Premium Account"	the share premium account of the Company;

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DEFINITIONS

"Shareholder(s)"	the holder(s) of the Share(s);
"Shares"	the ordinary shares of the Company of par value
	HK$0.01 each;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers; and
"%"	per cent.

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