China Properties : CLARIFICATION ANNOUNCEMENT CIRCULAR AND NOTICE OF ANNUAL GENERAL MEETING

untitled

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

CHINA PROPERTIES GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1838)

CLARIFICATION ANNOUNCEMENT

CIRCULAR AND NOTICE OF ANNUAL GENERAL MEETING

Reference is made to the circular (the ''Circular'') of China Properties Group Limited (the ''Company'') which includes the notice of annual general meeting (the ''AGM Notice'') to be held on 23 June 2016, and the announcement relating to AGM Notice (the ''AGM Notice Announcement'') both dated 29 April 2016. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as defined in the Circular.

The Company would like to clarify that references to aggregate nominal amount of Shares or aggregate nominal amount of the share capital of the Company mentioned in the Circular and the AGM Notice Announcement shall refer to the total number of Shares or total number of the issued Shares. The Company wishes to make the following clarifications:

1. Under the sub-section headed ''2. Proposed Granting of the Repurchase and Issuance Mandates'' on page 3 of the Circular, sub-sections (a), (b) and (c) should be read as:

2. ''to repurchase Shares on the Stock Exchange for the t otal number of up to 10% of the total number o f t he issued Shares of the Company at the date of passing of such resolution (the ''Repurchase Mandate'');''

3. ''to allot, issue and deal with Shares for the t otal number of up to 20% of the total

   number of the i ssued S hares of the Company at the date of passing of such resolution (the ''Issuance Mandate''); and''

4. ''to extend the Issuance Mandate by an amount representing the total number o f

   Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.''

5. Resolution 4.(b) set out in the AGM Notice on page 17 of the Circular and page 2 of the AGM Notice Announcement should be read as:

   ''the total number o f S hares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number o f t he

   issued Shares of the Company in issue at the date of passing of this resolution and the said approval shall be limited accordingly; and''

6. Resolution 5.(c) set out in the AGM Notice on page 18 of the Circular and page 2 of the AGM Notice Announcement should be read as:

   ''the total number o f t he issued Shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval given in paragraph (a) above, otherwise than pursuant to:

7. a Rights Issue (as defined below);

8. the exercise of options under a share option scheme of the Company; and

9. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company or any issue of bonus shares in accordance with the Articles of Association of the Company,

shall not exceed 20% of the total n umber o f t he issued Shares of the Company at the date of the passing of this resolution and the said approval shall be limited accordingly; and''

10. Resolution 6. set out in the AGM Notice on page 19 of the Circular and page 3 of the AGM Notice Announcement should be read as:

''THAT conditional upon the passing of resolutions nos. 4 and 5 above, the general mandate granted to the Directors referred to in resolution no. 5 above be and is hereby extended by the addition to the total number o f Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the total number o f Shares repurchased by the Company pursuant to the mandate referred to in resolution no. 4 above, provided that such amount shall not exceed 10% of the total n umber o f t he issued

Shares of the Company in issue at the date of the passing of this resolution.''

The Company confirms that, except as clarified above, all other information contained in the Circular and the AGM Notice Announcement is correct and remains unchanged. This clarification announcement is supplemental to and should be read in conjunction with the Circular and the AGM Notice Announcement, and in that connection the existing Circular and the AGM Notice Announcement in the form as they are now will continue to be valid.

By Order of the Board

CHINA PROPERTIES GROUP LIMITED

Wang Shih Chang, George

Chairman

Hong Kong, 6 May, 2016

As at the date of this announcement, the Board of the Company comprises Dr. Wang Shih Chang, George, Mr. Wong Sai Chung and Mr. Xu Li Chang as executive directors, Mr. Kwan Kai Cheong as non-executive director and Mr. Warren Talbot Beckwith, Mr. Luk Koon Hoo, Mr. Garry Alides Willinge, Mr. Cheng Chaun Kwan, Michael and Mr. Wu Zhi Gao as independent non-executive directors.