Xiwang Property : PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 or other agent, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Xiwang Property Holdings Company Limited ("Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 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.

XIWANG PROPERTY HOLDINGS COMPANY LIMITED

西王置業控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 2088)

PROPOSED GRANT OF GENERAL MANDATES TO

ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Boardroom 3-4, Mezzanine Floor, Renaissance Hong Kong Harbour View Hotel, No. 1 Harbour Road, Wanchai, Hong Kong at 4:00 p.m. on 21 May 2021 is set out on pages 15 to 18 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.xiwangproperty.com). Whether or not you are able to attend the annual general meeting of the Company in person, you are requested to complete the accompanying form of proxy for the meeting in accordance with the instructions printed thereon and deposit the same to the Company's Hong Kong branch 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 no later than 4:00 p.m. on 19 May 2021, or not later than 48 hours before the time appointed for the holding of any 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 at any adjourned meeting if you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of shareholders and to prevent the spreading of the coronavirus disease 2019 (COVID-19), the following precautionary measures will be implemented at the 2021 annual general meeting of the Company:

1. Compulsory temperature screening/checks;
2. Submission of Health Declaration Form;
3. Wearing of surgical face mask;
4. No provision of refreshments or drinks; and
5. No provision of corporate gifts and/or shuttle bus services.

Attendees who do not comply with the precautionary measures referred to in (1) to (3) above may be denied entry to the annual general meeting venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of shareholders, the Company would like to encourage shareholders to exercise their right to vote at the annual general meeting by appointing the chairman of the annual general meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the annual general meeting in person.

29 April 2021

• For identification purposes only

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Issue Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . .	5
3.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . .	7
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	General information . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	-	Explanatory statement . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II	-	Particulars of Directors subject to re-election . . . . . . . . . . . . .	12
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

DEFINITIONS

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

"AGM"	the annual general meeting of the Company convened to be held
	at Boardroom 3-4, Mezzanine Floor, Renaissance Hong Kong
	Harbour View Hotel, No.1 Harbour Road, Wanchai, Hong Kong
	at 4:00 p.m. on 21 May 2021, or any adjournment thereof
"Board"	the board of Directors
"Bye-laws"	the bye-laws of the Company, as amended from time to time
"close associates"	has the meaning ascribed to it under the Listing Rules
"Company"	Xiwang Property Holdings Company Limited (Stock Code: 2088),
	a company incorporated in Bermuda with limited liability, the
	Shares of which are listed on the Main Board of the Stock
	Exchange
"Companies Act"	the Companies Act 1981 of Bermuda (as amended from time to
	time)
"Director(s)"	the director(s) of the Company
"Extension Mandate"	a general and unconditional mandate granted by the Shareholders
	to the Directors to the effect that any Shares repurchased under
	the Repurchase Mandate will be added to the total number of
	Shares which may be allotted and issued under the Issue Mandate
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"	a general and unconditional mandate granted by the Shareholders
	to the Directors to exercise the power of the Company to allot,
	issue or otherwise deal with Shares up to a maximum of 20% of
	the number of issued Shares as at the date of passing the relevant
	resolution as set out in resolution numbered 4 in the notice
	convening the AGM
"Latest Practicable Date"	22 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in this
	circular

1

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	the People's Republic of China, for the purpose of this circular,
	excludes Hong Kong and the Macau Special Administrative
	Region of the People's Republic of China
"Repurchase Mandate"	a general and unconditional mandate granted by the Shareholders
	to the Directors to enable them to repurchase Shares, the
	aggregate number of which shall not exceed 10% of the number
	of issued Shares as at the date of passing the relevant resolution
	as set out in resolution numbered 5 in the notice convening the
	AGM
"RMB"	Renminbi, the lawful currency of PRC
"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 share capital of the
	Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	Hong Kong Codes on Takeovers and Mergers and Share
	Buy-backs issued by the Securities and Futures Commission in
	Hong Kong
"Xiwang Group"	西王集團有限公司(Xiwang Group Company Limited*), a
	company established in the PRC with limited liability, which was,
	as at the Latest Practicable Date, the ultimate holding company of
	the Company. Xiwang Group is owned as to 26.85% by
	Mr. WANG Yong, 34.41% by 20 individuals including WANG Di
	and the remaining 38.74% by other shareholders. Further, the 20
	individuals are accustomed to act in accordance with the
	directions of Mr. WANG Yong in respect of the exercise by such
	20 individuals of their voting powers as a shareholder of Xiwang
	Group. Accordingly, Mr. WANG Yong is deemed to be interested
	in 61.26% of the shares of the Company in which Xiwang Group
	is interested.
"Xiwang Hong Kong"	Xiwang Hong Kong Company Limited 西王香港有限公司, a
	company incorporated in Hong Kong on 1 April 2006 with
	limited liability, a wholly-owned subsidiary of Xiwang Group

• For identification purposes only

2

	DEFINITIONS
"Xiwang Holdings"	Xiwang Holdings Limited, a company incorporated in the British
	Virgin Islands on 9 February 2004 with limited liability, which
	was owned as at the Latest Practicable Date as to 95% directly by
	Xiwang Hong Kong and 5% directly by 22 individual
	shareholders including Mr. WANG Yong; and the sole
	shareholder of Xiwang Investment
"Xiwang Investment"	Xiwang Investment Company Limited, a company incorporated in
	the British Virgin Islands on 27 January 2005 with limited
	liability, a wholly owned subsidiary of Xiwang Holdings and the
	holding company of the Company
"%"	per cent.

3

LETTER FROM THE BOARD

XIWANG PROPERTY HOLDINGS COMPANY LIMITED

西王置業控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 2088)

Executive Directors:	Registered office:
Mr. WANG Jin Tao (Chief Executive Officer)	Clarendon House
Mr. WANG Wei Min	2 Church Street
	Hamilton HM 11
Non-executive Directors:	Bermuda
Mr. WANG Di (Chairman)
Mr. WANG Yong (Deputy Chairman)	Principal place of business in
Mr. SUN Xinhu	Hong Kong:
	Unit 2110, 21/F
Independent non-executive Directors:	Harbour Centre
Mr. WONG Kai Ming	25 Harbour Road, Wanchai
Mr. WANG An	Hong Kong
Mr. WANG Zhen
	29 April 2021

To the Shareholders and, for information only, holders of convertible preference shares

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO

ISSUE AND REPURCHASE SHARES AND TO ISSUE NEWS SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The primary purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM and to give you notice of the AGM. Resolutions to be proposed at the AGM include ordinary resolutions relating to the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the re-election of Directors.

• For identification purposes only

4

LETTER FROM THE BOARD

2. ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

At the annual general meeting of the Company held on 12 June 2020, the Directors were granted

1. a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the number of Shares in issue as at the date of passing the relevant resolution at such annual general meeting; (b) a general unconditional mandate to exercise all the powers of the Company to repurchase Shares with a total number of not exceeding 10% of the number of Shares in issue as at the date of passing the relevant resolution at such annual general meeting; and (c) the power to extend the general mandate mentioned in

1. above by the addition of a number representing the number of the Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (b) above.

The above general mandates will expire at the conclusion of the AGM. At the AGM, the Shareholders will be asked to consider and, if thought fit, to approve the grant of the Issue Mandate to enable the Directors to exercise the powers of the Company to allot, issue and deal with new Shares not exceeding 20% of the number of the Shares in issue as at the date of the passing of the relevant resolution. As at the Latest Practicable Date, the number of Shares in issue was 1,408,784,198. Subject to the passing of the relevant resolution, the maximum number of new Shares (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the AGM) to be issued under the proposed Issue Mandate is 281,756,839.

Ordinary resolutions will also be proposed at the AGM for the grant of the Repurchase Mandate to enable the Directors to exercise all the powers of the Company to repurchase Shares on the Stock Exchange with a total number of not more than 10% of the number of the Shares in issue as at the date of the passing of the resolution and to extend the Issue Mandate to cover Shares repurchased by the Company under the Repurchase Mandate.

Each of the Issue Mandate and the Repurchase Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the end of the period within which the Company is required by the Bye-laws or the applicable laws of Bermuda to hold its next annual general meeting; and (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by the resolutions relating to the grant of the Issue Mandate and the Repurchase Mandate.

An explanatory statement containing information necessary to enable the Shareholders to make an informed decision on the proposed resolution for the grant of the Repurchase Mandate as required by the Listing Rules is set out in Appendix I to this circular.

5

LETTER FROM THE BOARD

3. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprised two executive Directors, namely Mr. WANG Jin Tao and Mr. WANG Wei Min, three non-executive Directors, namely Mr. WANG Di, Mr. WANG Yong and Mr. SUN Xinhu and three independent non-executive Directors, namely, Mr. WONG Kai Ming, Mr. WANG An and Mr. WANG Zhen.

Pursuant to Bye-law 87(1) of the Bye-laws, each of Mr. WANG Jin Tao, Mr. SUN Xinhu and Mr. WONG Kai Ming shall retire from office and, being eligible, will offer himself for re-election at the AGM. Particulars of the Directors who offer themselves for re-election are set out in Appendix II to this circular.

Recommendations of the Nomination Committee

In accordance with the terms of reference of the nomination committee of the Company (the "Nomination Committee"), the Nomination Committee has:

1. evaluated the performance and the contribution of each of the retiring Directors, namely Mr. WANG Jin Tao, Mr. SUN Xinhu and Mr. WONG Kai Ming during the last financial year of the Company and the period thereafter up to the date of evaluation; and
2. assessed the independence of the independent non-executive Director to be re-elected, being Mr. WONG Kai Ming.

The Nomination Committee is of the opinion that:

1. the performance of each of Mr. WANG Jin Tao, Mr. SUN Xinhu and Mr. WONG Kai Ming was satisfactory;
2. based on the information available to the Nomination Committee, the Nomination Committee considered Mr. WONG Kai Ming as independent to the Company; and
3. the nomination of Mr. WONG Kai Ming was made in accordance with the nomination policy of the Company and took into account the diversity aspects (including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service), with due regard for the benefits of diversity, as set out under the Board Diversity Policy.

Accordingly, the Nomination Committee recommended to the Board to propose to re-elect Mr. WANG Jin Tao as Executive Director, Mr. SUN Xinhu as non-executive Directors and to re-elect Mr. WONG Kai Ming as independent non-executive Director.

6

LETTER FROM THE BOARD

4. AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 15 to 18 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates to purely a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.xiwangproperty.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event no later than 4:00 p.m. on 19 May 2021, or not less than 48 hours before the time appointed for the holding of any adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting if you so wish.

7

LETTER FROM THE BOARD

5. 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.

6. RECOMMENDATION

The Directors believe that the proposed grant of each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate and the proposed re-election of Directors are in the interests of the Company and the Shareholders as a whole.

The Directors believe that the exercise of the Issue Mandate will enable the Company to take advantage of the conditions of the capital market to raise additional capital for the Company. The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be exercised when the Directors believe that repurchases of Shares will benefit the Company and the Shareholders. An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2020, being the date of the latest audited consolidated financial statements of the Company. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

Accordingly, the Directors recommend the Shareholders to vote in favour of all the ordinary resolutions to be proposed at the AGM.

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

For and on behalf of the Board of

Xiwang Property Holdings Company Limited

WANG Di

Chairman

8

APPENDIX I	EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information in relation to the proposed Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 1,408,784,198 Shares in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 140,878,419 Shares.

3. REASONS FOR THE REPURCHASE

The Directors consider that it is in the interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors consider that such repurchase will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

Repurchase made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Bye-laws, the Companies Act and other applicable laws of Bermuda and Hong Kong. A listed 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. Under the Companies Act, repurchases by the Company may only be made out of funds of the Company available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose, or out of capital paid up on such Shares. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of funds of the Company available for dividend or distribution or out of the Company's share premium account. Such repurchase may only be made if on the effective date of purchase, there are no reasonable grounds for believing that the Company is, and after the purchase would be, unable to pay its debts as they fall due.

9

APPENDIX I	EXPLANATORY STATEMENT

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2020, being the date of the latest audited consolidated financial statements of the Company. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company.

5. SHARE PRICES

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

	Highest	Lowest
	HK$	HK$
2020
May	0.14	0.09
June	0.12	0.09
July	0.102	0.091
August	0.108	0.081
September	0.104	0.082
October	0.098	0.082
November	0.091	0.075
December	0.115	0.074
2021
January	0.179	0.074
February	0.167	0.13
March	0.166	0.102
April (up to the Latest Practicable Date)	0.124	0.101

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

10

APPENDIX I	EXPLANATORY STATEMENT

As at the Latest Practicable Date, according to the register of members maintained under section 336 of the SFO, Xiwang Investment held 982,999,588 Shares, representing approximately 69.78% of the Shares carrying voting rights in issue. Assuming that Xiwang Investment would not dispose of its Shares or acquire additional Shares and that no Shares would be issued or repurchased before the date of the AGM, if the Repurchase Mandate were exercised in full, the percentage shareholding of Xiwang Investment would be increased to approximately 77.53% of the Shares carrying voting rights in issue. Therefore, the exercise of the Repurchase Mandate in full would not trigger an obligation on Xiwang Investment to make a mandatory offer under Rule 26 of the Takeovers Code.

Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such extent that will result in the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.

7. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

8. DISCLOSURE OF INTERESTS AND UNDERTAKING OF THE DIRECTORS

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 to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders at the AGM and exercised by the Board.

The Directors have undertaken to the Stock Exchange that they will only exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders and exercised by the Board.

11

APPENDIX II PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

The biographical details of each of the Directors who offer himself for re-election at the AGM are set out below:

EXECUTIVE DIRECTOR

WANG Jin Tao

Mr. WANG Jin Tao, aged 37, is executive Director and the chief executive officer of the Company since 26 October 2015. He possess more than 10 years of management experience. He graduated from the professional course in business administration of The Open University of China（中央廣播電視大學）in January 2011 and worked as the deputy department head of the security department of the Xiwang Group, ultimate holding company of the Company between July 2005 to May 2006. He became the administrative deputy general manager of Xiwang Foodstuffs Company Limited（西王食品股份有限公司） (a company listed on the Main Board of the Shenzhen Stock Exchange under stock code 000639 in February 2010 and is effectively held as to 52.32% by the Xiwang Group) ("Xiwang Foodstuffs") from May 2006 to December 2006. He was appointed as the procuring deputy general manager of the Xiwang Foodstuffs from December 2006 to October 2008, the executive deputy general manager of Shandong Xiwang Biotechnology Company Limited*（山東西王生化科技有限公司）("Xiwang Biotechnology") from October 2008 to August 2009, the production deputy general manager of Shandong Xiwang Sugar Company Limited*（山東西王糖業有限公司）from August 2009 to December 2009, the executive deputy general manager of the Xiwang Group First Industrial Park*（西王集團第一工業園）from December 2009 to November 2010, the factory manager of the Fourth Starch Plant of Xiwang Biotechnology（山東西王生化科技有限公司澱粉四廠）from May 2011 to August 2012, and the general manager of the Zouping Xiwang Power Co. Ltd*（鄒平西王動力有限公司）from August 2012 to May 2015. Since June 2015, he has been the general manager of Shangdong Xiwang Property Company Limited*（山東西王置業有限公司）("Shangdong Xiwang Property"), a wholly-owned subsidiary of the Company.

Save as disclosed above, Mr. WANG Jin Tao did not hold any other position with the Company or other members of the Group as at the Latest Practicable Date and did not hold any other directorship at other listed public companies in the past three years.

Mr. WANG Jin Tao entered a service agreement with the Company for a term of three years commencing from 26 October 2018. He is not entitled to director's fee from the Group but he is entitled to an annual salary of RMB150,000 which was determined with reference to his experience, duties and expertise, the remuneration policy of the Company and the prevailing market conditions. The income was earned in his capacity as the general manager of Shandong Xiwang Property. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws.

As at the Latest Practicable Date, Mr. WANG Jin Tao does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed, as at the Latest Practicable Date, (a) Mr. WANG Jin Tao does not have any relationship with any other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (b) as far as the Directors are aware, there are no other matters concerning Mr. WANG Jin Tao that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules.

• For identification purposes only

12

APPENDIX II PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

NON-EXECUTIVE DIRECTOR

SUN Xinhu

Mr. SUN Xinhu, aged 47, is a non-executive Director and the head of the Business Development Department of the Group. Mr. SUN joined the Group since 2003. He had over 4 years of experience in an international fast food chain in China. Mr. SUN graduated with a bachelor's degree in food science from Shandong Polytechnic University (山東輕工業學院) in July 1997, and a master's degree in food science from Southern Yangtze University (江南大學) in July 2004. Mr. SUN has been a director of Xiwang Foodstuffs since 2010 and the vice chairman of the board of Xiwang Foodstuffs since June 2014. Mr SUN was the secretary of the board of Xiwang Foodstuffs from 2010 to October 2013. Mr. SUN has been a non-executive director of Xiwang Special Steel since 2011 and was re-designated as an executive director in April 2015. Mr. SUN has been serving as vice general manager since he joined Xiwang Group in March 2003 and has served as a director of Xiwang Group since January 2013. Mr. SUN was appointed as an executive Director in December 2008 and re-designated as a non-executive Director on 5 July 2012. Mr. SUN is a member of the nomination committee ("Nomination Committee") and the remuneration committee (the "Remuneration Committee") of the Company.

Save as disclosed above, Mr. SUN did not hold any other position with the Company or other members of the Group as at the Latest Practicable Date and did not hold any directorship in other listed public companies in the last three years.

Mr. SUN has entered a service agreement with the Company for a term of three years commencing from 6 July 2018 and he is not entitled to an annual salary and other benefits or allowance. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws.

As at the Latest Practicable Date, Mr. SUN was interested in 1,773 shares of Xiwang Holdings, a controlling Shareholder of the Company, within the meaning of Part XV of the SFO.

Save as disclosed, as at the Latest Practicable Date, (a) Mr. SUN Xinhu does not have any relationship with any other Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (b) as far as the Directors are aware, there are no other matters concerning Mr. SUN Xinhu that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules.

13

APPENDIX II PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

INDEPENDENT NON-EXECUTIVE DIRECTOR

WONG Kai Ming

Mr. WONG Kai Ming, aged 67, is an independent non-executive Director. Mr. WONG has over 30 years of experience in accounting and finance and is presently the sole director of EMKT CPA Limited, Certified Public Accountant and the sole proprietor of Wong Kai Ming, Certified Public Accountant. Mr. WONG has obtained a higher diploma in accountancy and a bachelor of arts in accountancy degree from the Hong Kong Polytechnic University (formerly known as Hong Kong Polytechnic) in 1980 and 1996 respectively. He is a fellow member of the Association of Chartered Certified Accountants and a practising member of the Hong Kong Institute of Certified Public Accountants. Mr. WONG was appointed as an independent non-executive Director in November 2005. Mr. WONG is the chairman of the audit committee of the Company (the "Audit Committee") and the Nomination Committee, and also a member of the Remuneration Committee.

Save as disclosed above, Mr. WONG Kai Ming did not hold any other position with the Company or other members of the Group as at the Latest Practicable Date and did not any other directorship at other listed public companies in the past three years.

Mr. WONG Kai Ming entered a service agreement with the Company for a term of three years commencing from 5 November 2020 and is entitled to an annual director's fee of HK$150,000 as determined by the Board with reference to his experience, duties, expertise, the remuneration policy of the Company and the prevailing market conditions. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws.

As at the Latest Practicable Date, Mr. WONG Kai Ming does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed, as at the Latest Practicable Date, (a) Mr. WONG Kai Ming does not have any relationship with any other Director, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company; (b) Mr. WONG Kai Ming did not hold any other directorship in listed companies during the past three years preceding the Latest Practicable Date; and (c) as far as the Directors are aware, there are no other matters concerning Mr. WONG Kai Ming that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules.

14

NOTICE OF AGM

XIWANG PROPERTY HOLDINGS COMPANY LIMITED

西王置業控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 2088)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of XIWANG PROPERTY HOLDINGS COMPANY LIMITED (the "Company") will be held at Boardroom 3-4,Mezzanine Floor, Renaissance Hong Kong Harbour View Hotel, No. 1 Harbour Road, Wanchai, Hong Kong at 4:00 p.m. on 21 May 2021 to consider and, if thought fit, transact the following ordinary business:

ORDINARY RESOLUTIONS

1. to receive and consider the audited financial statements and reports of the directors of the Company (the "Directors") and the Company's auditors for the year ended 31 December 2020;
2. to re-elect the retiring Directors, each as a separate resolution, and to authorise the board of Directors to fix the remuneration of the Directors;
3. to re-appoint the Company's auditors and to authorise the board of Directors to fix their remuneration;

and, as special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modifications):

ORDINARY RESOLUTIONS

• 4. "THAT:

  1. subject to paragraph (c) of this resolution, 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 defined in paragraph (d) of this resolution) of all the powers of the Company to allot, issue and deal with additional ordinary shares of HK$0.10 each in the share capital of the Company (the "Ordinary Shares"), and to make or grant offers, agreements and options, including warrants to subscribe for Ordinary Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
• For identification purposes only

15

NOTICE OF AGM

1. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for Ordinary Shares, which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of the Ordinary Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution during the Relevant Period, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution); or (ii) the exercise of any options granted under any of the share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Ordinary Shares in lieu of the whole or part of a dividend on Ordinary Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Ordinary Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Ordinary Shares shall not exceed:
3. 1. 20% of the number of Ordinary Shares in issue as at the date of the passing of this resolution; and
   2. (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of the Ordinary Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum of 10% of the number of Ordinary Shares in issue as at the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

1. for the purposes of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest 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 the bye-laws of the Company or the applicable laws of Bermuda to be held; and (iii) the passing of an ordinary resolution by the holders of Ordinary Shares of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;
   "Rights Issue" means an offer of shares or issue of warrants, options or other securities giving rights to subscribe for Ordinary Shares open for a period fixed by the Directors to holders of Ordinary Shares on the Company's register of members on a fixed record date in proportion to their then holdings of Ordinary Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or

16

NOTICE OF AGM

expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

1. "THAT:
2. 1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) of this resolution) of all powers of the Company to repurchase Ordinary Shares on The Stock Exchange of Hong Kong Limited ("Stock Exchange"), or any other stock exchange on which the Ordinary Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purposes (the "Recognised Stock Exchange"), subject to and in accordance with all applicable laws and requirements of the Listing Rules or that of any other Recognised Stock Exchange, be and the same is hereby generally and unconditionally approved;
   2. the aggregate number of Ordinary Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the number of Ordinary Shares in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
   3. for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest 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 the bye-laws of the Company or the applicable laws of Bermuda to be held; and (iii) the passing of an ordinary resolution by the holders of Ordinary Shares of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."
3. "THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4 above be and it is hereby extended by the addition to the aggregate number of the Ordinary Shares which may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to or in accordance with such general mandate of the number of Ordinary Shares which may be purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above."

By order of the board of Directors of

Xiwang Property Holdings Company Limited

WANG Di

Chairman

Hong Kong, 29 April 2021

17

	NOTICE OF AGM
Registered office:	Head office and principal place
Clarendon House	of business in Hong Kong:
2 Church Street	Unit 2110, 21/F
Hamilton HM 11	Harbour Centre
Bermuda	25 Harbour Road, Wanchai, Hong Kong

Notes:

1. In order to determine the entitlement to attend and vote at the Meeting, the register of members in respect of Ordinary Shares will be closed from 17 May 2021 to 21 May 2021 (both days inclusive), during which period no transfer of Ordinary Shares will be registered. In order to be eligible to attend and vote at the Meeting, all transfer documents accompanied by the relevant share certificates and, in the case of holders of convertible preference shares, all duly completed notices of conversion accompanied by the relevant certificates of convertible preference shares, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 14 May 2021.
2. To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:00 p.m. on 19 May 2021, or not later than 48 hours before the time appointed for the holding of any adjourned meeting thereof (as the case may be).
3. In relation to proposed resolutions numbered 4 and 6 above, approval is being sought from the holders of Ordinary Shares for the grant to the Directors of a general mandate to authorise the allotment and issue of Ordinary Shares under the Listing Rules.
4. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
5. In the case of joint holders of an Ordinary Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Ordinary Share as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date hereof, the board of Directors of the Company comprises the following Directors:

Executive Directors:	Independent non-executive Directors:
Mr. WANG Jin Tao	Mr. WONG Kai Ming
Mr. WANG Wei Min	Mr. WANG An
	Mr. WANG Zhen
Non-executive Directors:
Mr. WANG Di
Mr. WANG Yong
Mr. SUN Xinhu

18