C Cheng : (1) GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, (2) PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME, (3) RE-ELECTION OF DIRECTORS, (4) RE-APPOINTMENT OF AUDITORS AND (5) NOTICE OF ANNUAL GENERAL MEETING

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PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing novel coronavirus epidemic and recent guidelines for prevention and control of its spread, the Company will implement the following precautionary measures at the AGM to protect the Shareholders, staff and other stakeholders who attend the AGM from the risk of infection:

1. compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee 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;
2. the Company will require all attendees to wear surgical face masks before they are permitted to attend, and during their attendance of the AGM at all times, and to maintain a safe distance between seats (please bring your own mask);
3. no refreshment will be served at the AGM;
4. no souvenirs will be distributed at the AGM; and
5. each attendee may be asked whether (a) he/she travelled outside of Hong Kong within the 14-day period immediately before the AGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the AGM venue or be required to leave the AGM venue.

Any person who does not comply with the above requirements may be denied entry into the AGM venue or be required to leave the AGM venue. 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 other attendees at the AGM. In our case, denied entry to the AGM venue also means that person will not be allowed to attend the AGM.

In the interest of all stakeholders' health and safety and in accordance with recent guidelines for prevention and control of the spread of novel coronavirus, 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, the Shareholders may complete the proxy forms and appoint the chairman of the AGM as their proxy to vote on the relevant resolution at the AGM instead of attending the AGM in person.

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PRECAUTIONARY MEASURES FOR THE AGM

The proxy forms are despatched to the Shareholders together with this circular, and can otherwise be downloaded from the websites of the Company at www.cchengholdings.com or of the Stock Exchange at www.hkexnews.hk. If you are not a registered Shareholder (i.e. if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.

If you have any questions relating to the AGM, please contact the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited, via the following:

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DEFINITIONS

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

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DEFINITIONS

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LETTER FROM THE BOARD

30 April 2021

To the Shareholders,

Dear Sir or Madam,

1. 1. GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,
2. PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF

SHARE OPTION SCHEME,

1. 1. RE-ELECTIONOF DIRECTORS,
   2. RE-APPOINTMENTOF AUDITORS AND
2. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to the ordinary resolutions to be proposed at the AGM, among other things, (i) the granting of general mandates to the Directors to issue Shares and repurchase Shares; (ii) the proposed refreshment of Scheme Mandate Limit; (iii) the re-election of Directors; and (iv) the re-appointment of auditors of the Company. These resolutions will be proposed at the AGM and are set out in the AGM Notice as contained in this circular.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

Pursuant to the ordinary resolutions passed at the last annual general meeting of the Company held on 10 June 2020, the Directors were granted general mandates to issue new Shares and to repurchase existing Shares. Unless otherwise renewed, such general mandates will lapse at the conclusion of the AGM.

At the AGM, separate ordinary resolutions will be proposed to grant the general mandates to the Directors (i) to allot, issue and otherwise deal with Shares not exceeding in aggregate 20% of the number of issued Shares as at the date of the passing of such resolution; (ii) to repurchase Shares comprising the aggregate number of Shares of which does not exceed 10% of the number of issued Shares as at the date of passing of such resolution; and (iii) the general extension mandate, after the Repurchase Mandate is granted, to add the aggregate number of Shares repurchased by the Company pursuant to the Repurchase Mandate to the Issue Mandate, subject to a maximum of 10% of the number of issued Shares as at the date of passing of the resolution for approving the Issue Mandate.

Based on 288,260,780 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued prior to the AGM, and subject to the passing of the ordinary resolutions for approving the Issue Mandate and the Repurchase Mandate, the Directors will be authorised to allot, issue and deal with up to a limit of 57,652,156 Shares pursuant to the Issue Mandate and repurchase 28,826,078 Shares pursuant to the Repurchase Mandate.

An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant proposed ordinary resolution for the grant of the Repurchase Mandate at the AGM.

The Issue Mandate, the Repurchase Mandate and the general extension mandate relating thereto, if granted at the AGM, will remain in effect until 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 law or the Articles of Association to be held; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

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LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT OF THE SHARE OPTION SCHEME

On 5 December 2013 (the "Adoption Date"), the Company had adopted (i) a pre-IPO share option scheme (the "Pre-IPOShare Option Scheme") and the same was expired on 20 December 2013; and (ii) the Share Option Scheme. The Company may refresh the Scheme Mandate Limit by an ordinary resolution of the Shareholders at general meeting provided that the Scheme Mandate Limit so refreshed shall not exceed 10% of the Shares in issue as at the date of such Shareholders' approval. Apart from the Share Option Scheme, the Company had no other share option scheme as at the Latest Practicable Date.

Subsequent to the adoption of the Share Option Scheme, the Scheme Mandate Limit was refreshed by ordinary resolutions passed on 16 November 2015, 22 June 2017, 6 June 2018, 5 June 2019 and 10 June 2020 (the "Last Refreshment"), respectively. For details of the aforesaid refreshments, please refer to the circulars of the Company of 9 October 2015, 22 May 2017, 25 April 2018, 25 April 2019 and 22 April 2020, respectively.

The current Scheme Mandate Limit was refreshed by the Shareholders at the last annual general meeting of the Company held on 10 June 2020 and the Company was allowed to grant Share Options entitling holders thereof to subscribe for up to 21,800,000 Shares. Since the Last Refreshment and up to the Latest Practicable Date, a total of 21,800,000 Share Options had been granted and the Scheme Mandate Limit had been fully utilised. On 11 February 2021, a total of 6,000,000 Share Options previously granted to Mr. Liu Gui Sheng and Mr. Liu Yong on 23 December 2020 were cancelled in accordance with the terms of the Share Option Scheme. As at the Latest Practicable Date, no Share Options were exercised or lapsed. Unless the Scheme Mandate Limit is refreshed, the maximum number of Shares which can be issued under the current Scheme Mandate Limit shall be 6,000,000 Shares, representing approximately 2.08% of the number of Shares in issue as at the Latest Practicable Date, with the same 6,000,000 Share Options not being allowed to re-grant to Mr. Liu Gui Sheng and Mr. Liu Yong pursuant to Rule 17.03(14) of the Listing Rules.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, an aggregate of 65,070,000 Share Options remained outstanding and unexercised, representing approximately 22.57% of the number of issued Shares. The following table shows movements of the Company's share options held by its employees and the Directors from the Adoption Date to the Latest Practicable Date:

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LETTER FROM THE BOARD

Notes:

1. The figure represents 40.37% of the Shares in issue as at the Latest Practicable Date.
2. The figure represents 6.86% of the Shares in issue as at the Latest Practicable Date.
3. The figure represents 7.28% of the Shares in issue as at the latest Practicable Date.
4. The figure represents 3.65% of the Shares in issue as at the Latest Practicable Date.
5. The figure represents 22.57% of the Shares in issue as at the Latest Practicable Date.

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LETTER FROM THE BOARD

Details of the outstanding Share Options under the Share Option Scheme as at the Latest Practicable Date were as follows:

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LETTER FROM THE BOARD

The Directors consider that it is in the interests of the Company and the Shareholders as a whole to refresh the Scheme Mandate Limit so as to provide the Company with greater flexibility in granting Share Options to eligible participants under the Share Option Scheme, who, in the sole discretion of the Board, have made or may make contribution to the Group as well as to provide incentives to those persons and help the Group in retaining its existing employees and recruiting additional employees and to provide them with a direct interest in attaining the long term business objectives of the Group. For these reasons, it is proposed that the Board shall seek the approval of the Shareholders by their passing of an ordinary resolution for the grant of the refreshment of the 7.28% Scheme Mandate Limit.

The Board may, at its absolute discretion and on such terms as it may think fit, grant any employee (full-time or part-time), director, consultant or advisor of any member of the Group, or any substantial shareholder of any member of the Group, or any distributor, contractor, supplier, agent, customer, business partner or service provider of any member of the Group, or any company wholly owned by one or more persons belonging to any of the above classes, Share Options to subscribe for such number of Shares as it may determine in accordance with the terms of the Share Option Scheme. The basis of eligibility of any participant to the grant of any Share Option shall be determined by the Board (or as the case may be, the independent non-executive Directors) from time to time on the basis of the participant's contribution or potential contribution to the development and growth of the Group. Furthermore, for the factors in determining the grant of Share Options to the Directors or employees, the Board also considers factors such as experience, responsibility, workload and time devoted to the Group by the Directors and employees, employment conditions elsewhere in the Group and desirability of performance-based remuneration. In determining the grant of Share Options to participants other than the Directors or employees of the Group, the Board will consider factors such as (i) their potential and/or actual contribution to the business affairs of and benefits to the Group with regard to the quality or importance of services provided or expected to be provided to the Group; (ii) their potential/actual degree of involvement in and/or cooperation with the Group with regard to the number, scale and nature of the projects, and the period of engagement/cooperation/business relationship with the Group; and (iii) their work experience, professional qualifications, knowledge in the industry or other relevant factors which could be valuable to the Group.

If the refreshment of Scheme Mandate Limit is approved at the AGM, based on 288,260,780 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be allotted and issued and no Shares shall be bought back after the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to grant Share Options under the Share Option Scheme for subscription of up to a total of 21,000,000 Shares, representing 7.28% of the Shares in issue as at the date of the AGM.

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LETTER FROM THE BOARD

The maximum number of Shares to be issued upon exercise of all outstanding Share Options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) for the time being of the Company must not, in aggregate, exceed 30% of the Shares in issue from time to time.

As at the Latest Practicable Date, there were 65,070,000 Share Options outstanding, representing approximately 22.57% of the Shares in issue. Assuming 21,000,000 Share Options are approved, refreshed and granted under the Scheme Mandate Limit at the AGM, a total of 86,070,000 Shares, representing approximately 29.85% of the Shares in issue/which may be issued upon exercise of all outstanding share options granted and yet to be exercised under the Share Option Scheme and any other share option schemes adopted by the Company does not exceed 30% of the Shares in issue. No Share Option will be granted under the Share Option Scheme if this will result in the 30% limit being exceeded.

As at the Latest Practicable Date, the Company does not have any plan or intention to grant any Share Option to subscribe for any Share after the proposed refreshment of the Scheme Mandate Limit.

The refreshment of the Scheme Mandate Limit is conditional upon:

1. the passing of an ordinary resolution to approve the refreshment of the Scheme Mandate Limit by the Shareholders at the AGM; and
2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing a maximum of 7.28% of the Shares in issue as at the date of the AGM approving the refreshment of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of options under the Share Option Scheme and any other share option scheme(s) of the Company.

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares (representing a maximum of 7.28% of the Shares in issue as at the date of the AGM approving the refreshment of the Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of options to be granted under the Share Option Scheme and any other share option scheme(s) of the Company.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Pursuant to Article 84(1) of the Articles of Association, Mr. Fu Chin Shing, Mr. Ma Kwai Lam Lambert and Mr. Lo Wai Hung will retire from office as Directors at the AGM and, being eligible, offer themselves for re-election.

The nomination was made in accordance with the nomination policy of the Company and took into account a wide range of diversity perspectives, including but not limited to skills, experience, education background, professional knowledge, personal integrity and time commitments, with due regard to the benefits of diversity as set out under the board diversity policy of the Company.

The nomination committee of the Company had considered working experiences, working profiles, qualification and other factors of Mr. Fu Chin Shing, Mr. Ma Kwai Lam Lambert and Mr. Lo Wai Hung as set out in Appendix II to this circular. Having duly considered their qualifications, skills, experience, age, culture, ethnicity, gender, past contributions and all other relevant factors, the nomination committee of the Company is of the view that they continue to be suitable candidates to serve on the Board. The Board believed that their re-election as the Directors would be in the best interests of the Company and the Shareholders as a whole.

The nomination committee of the Company had assessed the independence of Mr. Lo Wai Hung after having reviewed his annual written confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules and confirmed that he remains independent.

Accordingly, the Board, upon the recommendation of the nomination committee of the Company, proposed Mr. Fu Chin Shing, Mr. Ma Kwai Lam Lambert and Mr. Lo Wai Hung, the retiring Directors, to stand for re-election as Directors at the AGM.

Particulars of each of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

RE-APPOINTMENT OF THE AUDITORS

Messrs. Ernst & Young will retire as the auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.

The Board, upon the recommendation by the audit committee of the Company, proposed to re-appoint Messrs. Ernst & Young as the auditors of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Friday, 4 June 2021 to Wednesday, 9 June 2021 (both days inclusive), for the purpose of determining entitlement of the Shareholders to attend and vote at the AGM, during which period no share transfers will be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, for registration no later than 4:00 p.m. on Thursday, 3 June 2021.

ANNUAL GENERAL MEETING

The notice convening the AGM at which ordinary resolutions will be proposed, inter alia , for the Issue Mandate and the Repurchase Mandate, the proposed refreshment of Scheme Mandate Limit, the re-election of Directors, and the re-appointment of auditors of the Company is set out on pages 21 to 26 of this circular.

A form of proxy for the AGM is enclosed herewith. Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy and return it to the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time fixed for the AGM or any adjourned meeting thereof (as the case may be). The completion and return of the form of proxy will not preclude you from attending and voting at the AGM in person if you so wish. In such event, the form of proxy shall be deemed to be revoked.

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.

VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules and the Articles of Association, all resolutions set out in the AGM Notice will be voted on by poll at the AGM. Article 66(1) of the Articles of Association provides that on a poll, every Shareholder present in person or by proxy shall have one vote for every fully paid Share held by that Shareholder. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

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.

RECOMMENDATION

The Board believes that the grant of the Issue Mandate and the Repurchase Mandate, the proposed refreshment of Scheme Mandate Limit, the re-election of Directors and the reappointment of the auditors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that all Shareholders vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully,

By order of the Board

C CHENG HOLDINGS LIMITED

Liang Ronald

Chairman

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This appendix serves as an explanatory statement, as required by the Listing Rules to provide the Shareholders with all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to approve the Repurchase Mandate.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 288,260,780 Shares.

Subject to the passing of the relevant ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 28,826,078 Shares, being 10% of the number of Shares in issue as at the Latest Practicable Date. The Shares repurchased by the Company shall, subject to applicable law, be automatically cancelled upon such repurchase.

3. REASONS FOR REPURCHASE

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

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4. FUNDING AND EFFECT OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for such purpose in accordance with the memorandum of association of the Company, the Articles of Association, the Listing Rules, and the applicable laws of the Cayman Islands.

Under the Listing Rules, a listed company may not repurchase its own shares listed 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 as amended from time to time.

The Directors consider that, if the Repurchase Mandate was to be exercised in full, there might be 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 its latest published audited financial statements. However, the Directors do not intend to exercise the Repurchase Mandate 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. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association and the applicable laws of the Cayman Islands.

6. TAKEOVER CODE CONSEQUENCE

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

As at the Latest Practicable Date, according to the register of members kept by the Company pursuant to section 336 of the SFO and so far as was known to, or could be ascertained after reasonable enquiry by the Directors, Beijing Design Group Company Limited, which is the substantial shareholder of the Company, was interested in a total of 79,473,780 Shares, representing approximately 27.57% of the issued Shares. Beijing General Municipal Engineering Design & Research Institute Co., Ltd and Beijing Enterprises Group Company Limited, being its holding companies, were therefore deemed to have the same interests pursuant to the SFO.

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In the event that the Repurchase Mandate is exercised in full, the shareholding of Beijing Design Group Company Limited, Beijing General Municipal Engineering Design & Research Institute Co., Ltd and Beijing Enterprises Group Company Limited would be increased to approximately 30.63%.

Such increase will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no intention to exercise the Repurchase Mandate to such an extent as would result in takeover obligations. Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of 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 an extent that would result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%. The Directors will not exercise the Repurchase Mandate to such extent that may jeopardise the public float requirement.

7. SHARE PURCHASED BY THE COMPANY

No repurchases of Shares had been made by the Company during the previous six months (whether on the Stock Exchange or otherwise) preceding the Latest Practicable Date.

8. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

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), have any present intention, in the event that the proposal on the Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company or its subsidiaries.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, nor have undertaken to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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9. SHARE PRICES

During each of the past twelve months preceding the Latest Practicable Date, the highest and lowest trading prices of the Shares traded on the Stock Exchange were as follows:

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Stated below are the details of the Directors who will retire and be eligible for re-election at the AGM in accordance with the Articles of Association.

Mr. Fu Chin Shing（符展成）("Mr. Fu"), aged 54, was appointed as the chief executive officer and an executive Director on 5 December 2013. Mr. Fu joined the Group in 1991 and was promoted to the rank of director in 1998. Mr. Fu is primarily responsible for overseeing the overall operations and strategic planning of the Group, managing the relationships with the clients and exploring new business opportunities. Mr. Fu graduated from the University of Hong Kong with a bachelor's degree of arts in architectural studies in 1988 and a bachelor's degree in architecture in 1991.

Mr. Fu had entered into a service agreement with the Company for an initial term of three years commencing on 20 December 2013 which was renewed on December 2016 and 2019 and will continue thereafter until terminated in accordance with the terms of the agreement and his annual remuneration as a Director of the Company is HK$1,000,000. Such salary will be reviewed annually by the Board and the remuneration committee of the Company; and he is entitled to a discretionary bonus as the remuneration committee of the Company may recommend to the Board and which the Board may approve with reference to his performance, the financial performance of the Group and the achievement of special targets. As at the Latest Practicable Date, Mr. Fu had been granted Share Options to subscribe for 12,600,000 Shares pursuant to the Share Option Scheme.

Mr. Fu has almost 30 years of experience in the architectural service industry in Hong Kong and the PRC. Mr. Fu has been an authorised person (architect) and a registered architect in Hong Kong since 1993 and a class 1 registered architect in the PRC since 2004. Mr. Fu also holds professional membership in the Hong Kong Institute of Architects since 1992.

With his extensive experience in the industry, Mr. Fu has been serving various government advisory bodies including Town Planning Board, Construction Industry Council, Vocational

Training Council, Construction Worker Registration Board, and Expert Database of Department of Housing and Urban-Rural Department of Guangdong Province（廣東省住建廳專家庫）. Mr. Fu was appointed as the Justice of Peace (JP) in July 2016 and awarded Medal of Honour (MH) from

the Government of Hong Kong in October 2020.

Mr. Fu is a director of LWK & Partners (HK) Limited, a wholly owned subsidiary of the

Company incorporated in Hong Kong and Shenzhen Liang Wong Kou Yiheng Architectural Design Co., Ltd.（深圳市梁黃顧藝恒建築設計有限公司）, a wholly foreign-owned enterprise of the Company established in the PRC and a director of isBIM Limited, a non-wholly owned subsidiary

of the Company incorporated in Hong Kong.

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Save as the Company, Mr. Fu had not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, he was interested in 34,684,000 Shares held through himself, his spouse and Vivid Colour Limited (representing 12.03% of the issued share capital of the Company) and held share options to subscribe for a total of 12,600,000 Shares. Mr. Fu is the sole director and the sole shareholder of Vivid Colour Limited, a substantial shareholder (as defined in the Listing Rules) of the Company. Save as disclosed above, Mr. Fu was not interested in any Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. Mr. Fu does not have any relationships with any other Directors, senior management or substantial shareholder or controlling shareholder of the Company.

Mr. Ma Kwai Lam Lambert（馬桂霖）("Mr. Ma"), aged 52, was appointed as an executive Director on 1 May 2017. Mr. Ma joined the Group in July 2009 and was promoted to the rank of director of architecture of its subsidiary in January 2014.

Mr. Ma graduated from Virginia Polytechnic Institute and State University, United States of America with a bachelor degree in architecture in 1995. Mr. Ma has 25 years of experience in the architectural service industry in Hong Kong and the PRC. Mr. Ma holds a professional membership in the Hong Kong Institute of Architects since 2011 and is a registered architect in Hong Kong since 2012.

Mr. Ma had entered into a service agreement with the Company as a Director for a term of three years commencing on 1 May 2017 which was renewed on May 2020 and will continue thereafter until terminated in accordance with the terms of the service agreement and his annual remuneration as a Director of the Company is HK$400,000. Such remuneration will be reviewed annually by the Board and the remuneration committee of the Company; and he shall be entitled to a discretionary bonus as the remuneration committee of the Company may recommend to the Board and which shall be approved by the Board.

Save as the Company, Mr. Ma has not held any directorship in the past three years in public companies where the securities of which are listed on any securities market in Hong Kong or overseas. As at the Latest Practicable Date, he was interested in 250,000 Shares, representing 0.08% of the issued share capital of the Company and held share options to subscribe for a total of 4,000,000 Shares within the meaning of Part XV of the SFO. Mr. Ma does not have any relationships with any directors, senior management or other substantial or controlling shareholder of the Company.

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Mr. Lo Wai Hung（盧偉雄）("Mr. Lo"), aged 61, was appointed as an independent non- executive Director on 5 December 2013. Mr. Lo has entered into a service contract with the Company for an initial term of three years commencing on 5 December 2013 which was renewed on December 2016 and 2019 and will continue thereafter until terminated in accordance with the terms of the agreement and his annual remuneration as an independent non-executive Director is HK$168,000.

Mr. Lo graduated from James Cook University of North Queensland with a bachelor's degree in commerce in 1985. Mr. Lo is an associate member of Chartered Accountants in Australia and New Zealand and a fellow member of the Hong Kong Institute of Certified Public Accountants. Mr. Lo is an independent non-executive director of Shandong Weigao Group Medical Polymer Company Limited (stock code: 1066) and Talent Property Group Limited (stock code: 760). Mr. Lo was also an independent non-executive director of Lerthai Group Limited (formerly known as LT Commercial Real Estate Limited) (stock code: 112) since 2017 till November 2018. The shares of these companies are listed on the Stock Exchange. Mr. Lo was also an independent director of China Merchant Property Development Co. Ltd. since 2011 and the shares of which were ceased to be listed on the Shenzhen Stock Exchange on 30 December 2015. Save as disclosed above, Mr. Lo had not held any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. Mr. Lo does not have any relationships with any directors, senior management, substantial shareholder or controlling shareholder of the Company.

Mr. Lo was not interested in any Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Saved as disclosed herein, in relation to the re-election of the above-mentioned retiring Directors, the Board is not aware of any information that ought to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to (w) of the Listing Rules, nor are there any other matters that ought to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

C CHENG HOLDINGS LIMITED

思 城 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1486)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of C Cheng Holdings Limited (the "Company") will be held at 6th Floor, North Tower, World Finance Centre, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong on Wednesday, 9 June 2021, at 10:00 a.m. for the following purposes:

1. To receive, consider and approve the audited financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 December 2020;
2. To re-elect retiring directors and to authorise the board (the "Board") of directors of the Company (the "Director(s)") to fix their respective remuneration;
3. To re-appoint Ernst & Young as the auditors of the Company and to authorise the Board to fix their remuneration;

As special business, to consider and, if thought fit, to pass the following resolutions with or without amendments as ordinary resolutions:

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 below) of all the powers of the Company to allot, issue or otherwise deal with the unissued shares of HK$0.01 each in the share capital of the Company (the "Share(s)") and to make or grant offers, agreements and options, including bonds and warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

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 which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of 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) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under all the share option schemes of the Company adopted from time to time in accordance with the Listing Rules; or
3. 1. any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription, conversion or exchange under the terms of any warrants of the Company or any securities which are convertible into or exchange for Shares, shall not exceed the aggregate of:

1. 1. 20 per cent. of the aggregate number of 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 aggregate number of Shares in issue purchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of 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
2. 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:
3. 1. the conclusion of the next annual general meeting of the Company;

1. 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 the applicable laws of the Cayman Islands to be held; and
2. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution.

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NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the Company's register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, 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)."

5. "THAT:

1. subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the "Commission") and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Commission, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
2. the aggregate number of Shares which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate number of the 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:
4. 1. the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. 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 the applicable law of the Cayman Islands to be held; and
   2. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this Resolution."
2. "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 is hereby approved to be extended by adding to the aggregate number of Shares in issue which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate number of the Shares in issue purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above."
3. "THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares representing 7.28% of the Shares in issue as at the date of the passing of this Resolution, which may fall to be issued pursuant to the exercise of options granted under the Company's share option scheme adopted on 5 December 2013 (the "Share Option Scheme") and any other scheme(s) of the Company:
4. 1. approval be and is hereby granted for the refreshment of scheme mandate limit under the Share Option Scheme (the "Refreshed Scheme Mandate Limit") such that the total number of Shares which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other scheme(s) of the Company under the limit as refreshed hereby shall not exceed 7.28% of the aggregate number of Shares in issue as at the date of the passing of this Resolution (options previously granted under the Share Option Scheme and any other scheme(s) of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other scheme(s) of the Company) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and

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NOTICE OF ANNUAL GENERAL MEETING

1. the Directors be and are hereby authorised, in their absolute discretion (i) to grant options to subscribe for Shares within the Refreshed Scheme Mandate Limit in accordance with the rules of the Share Option Scheme and any other scheme(s) of the Company; and (ii) to allot, issue and deal with Shares pursuant to the exercise of options granted under the Share Option Scheme and any other scheme(s) of the Company within the Refreshed Scheme Mandate Limit."

By order of the Board

C Cheng Holdings Limited

Liang Ronald

Chairman

Hong Kong, 30 April 2021

Notes:

1. Any member of the Company (the "Member(s)") entitled to attend and vote at the Meeting or its adjourned meeting (as the case may be) is entitled to appoint one or more proxies (if such member is the holder of two or more Shares) to attend and to vote in his/her stead. A proxy need not be a Member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.
2. Where there are joint holders of any Shares, any one of such joint holders may vote at the Meeting or its adjourned meeting, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any 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, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
3. A form of proxy for use at the Meeting is enclosed.
4. To be valid, the form of proxy, together with the 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 branch share registrar and transfer office in Hong Kong, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or its adjourned meeting. Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the Meeting or its adjourned meeting. In such event, the form of proxy shall be deemed to be revoked.
5. The register of members of the Company will be closed from Friday, 4 June 2021 to Wednesday, 9 June 2021 (both days inclusive), for the purpose of determining entitlement of the Shareholders to attend and vote at the AGM, during which period no share transfers will be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, for registration no later than 4:00 p.m. on Thursday, 3 June 2021.

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NOTICE OF ANNUAL GENERAL MEETING

1. In relation to the proposed resolution numbered 2 above, Mr. Fu Chin Shing, Mr. Ma Kwai Lam Lambert and Mr. Lo Wai Hung will retire and, being eligible, have offered themselves for re-election at the Meeting. Brief biographical details of all Directors who offer themselves for re-election at the Meeting are set out in Appendix II to the circular of the Company dated 30 April 2021 (the "Circular").
2. Detailed information on other business to be transacted at the Meeting is set out in the Circular.
3. As set out in the Letter from the Board included in the Circular, each of the resolutions set out in this notice should be voted on by poll.
4. If tropical cyclone warning signal No. 8 or above, or a "black" rainstorm warning or "extreme conditions after super typhoons" announced by the Government of Hong Kong is/are in effect any time after 7:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the website of the Company at www.cchengholdings.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Members of the date, time and place of the re-scheduled meeting.
   If a tropical cyclone warning signal No. 8 or above or a "black" rainstorm warning signal or "extreme conditions after super typhoons" announced by the Government of Hong Kong is/are lowered or cancelled at or before 7:00 a.m. on the date of the Meeting and where conditions permit, the Meeting will be held as scheduled.
   The Meeting will be held as scheduled when an "amber" or "red" rainstorm warning signal is in force.
   After considering their own situations, Members should decide on their own whether or not they would attend the Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.

As at the date of this notice, the Directors are:

Executive Directors

Mr. Liang Ronald (Chairman) , Mr. Liu Gui Sheng (Co-Chairman) , Mr. Fu Chin Shing (Chief Executive Officer) , Mr. Wang Jun You, Mr. Liu Yong and Mr. Ma Kwai Lam Lambert

Independent Non-executive Directors

Mr. Lo Wai Hung, Mr. Yu Chi Hang (alias, Yue Chi Hang) and Ms. Su Ling

This notice is prepared in both English and Chinese. In the event of inconsistency, the English text of this notice shall prevail over the Chinese text.

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