Zhong Ao Home : PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT, GRANTING OF GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Zhong Ao Home Group Limited 中奧到家集團有限公司 (the ''Company''), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Zhong Ao Home Group Limited

中 奧 到 家 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1538)

PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT, GRANTING OF GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Imperial Room III, Mezzanine Floor - Towers Wing, The Royal Pacific Hotel & Towers, China Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 31 May 2021 at 4:00 p.m. 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 (http://www.hkexnews.hk) and of the Company (http://www.gdzawy.com).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share register in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or at any adjourned meeting. If the member attend and vote at the Annual General Meeting, the authority of his/her proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE AGM

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

. compulsory temperature checks before entering the building where the AGM will be held, those with a fever may not be admitted;

. wearing of surgical face masks is compulsory at any time within the meeting venue and throughout the AGM; and

. no distribution of corporate gifts and refreshments.

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company encourages attendees to wear face masks and reminds the Shareholders that they may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

29 April 2021

LETTER FROM THE BOARD

1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

2. PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF

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PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect the Shareholders, staff and other stakeholders 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 or be requested to leave the AGM venue;
2. all Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had no physical contact with any person who has recently travelled to, any affected countries or areas outside Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue;
3. the Company requires attendees to wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats; and
4. no refreshments will be served, and there will be no corporate gifts.

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

In the interest of all stakeholders' health and safety, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The proxy form is enclosed with this circular for the Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from t h e '' A n n o u n c e m e n t & C i r c u l a r s '' s e c t i o n o f t h e C o m p a n y 's w e b s i t e a t http://www.gdzawy.com/en/Announcements.aspx or the website of the Stock Exchange 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 or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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DEFINITIONS

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

''Annual General Meeting''

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LETTER FROM THE BOARD

Zhong Ao Home Group Limited

中 奧 到 家 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1538)

PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT, GRANTING OF GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the payment of final dividend out of the Share Premium Account; (ii) the granting of the General Mandates to the Directors; (iii) re-electing of the retiring Directors; and (iv) giving Shareholders the notice of the Annual General Meeting.

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LETTER FROM THE BOARD

2. PROPOSED PAYMENT OF FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT

According to the annual results announcement of the Company dated 26 March 2021, the Board recommended the payment of a final dividend of HK3.00 cents per share for the year ended 31 December 2020 to the Shareholders whose names appear on the register of members of the Company on 8 June 2021, making the total dividend payment of approximately HK$25.6 million. Subject to the approval by the Shareholders of the Company at the Annual General Meeting, the final dividend is expected to be payable on or about 2 July 2021. The aggregate amount shall be paid out of the Company's Share Premium Account if the payment of the dividend is approved by the shareholders at the Annual General Meeting.

Under section 34(2) of the Companies Law, the Share Premium Account may be applied by a company to pay dividends to members provided that no dividend may be paid to members out of the Share Premium Account unless, immediately following the date on which the dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in its ordinary course of business. The Board confirms that with respect to payment of the final dividend out of the Share Premium Account, the Company shall be able to pay its debts as they fall due in the ordinary course of business immediately following the date on which the final dividend is proposed to be paid.

The aggregate amount of final dividend is intended to be paid out of the Share Premium Account pursuant to article 134 of the Articles of Association and in accordance with the Companies Law.

Based on the above, the payment of the final dividend out of the Share Premium Account is conditional upon the satisfaction of the following conditions:

1. the passing of ordinary resolutions by the Shareholders declaring and approving the payment of the final dividend out of the Share Premium Account pursuant to Article 134 of the Articles of Association; and
2. the Directors being satisfied that there are no reasonable grounds for believing that the Company is, immediately following the date on which the final dividend is paid, unable to pay its debts as they fall due in the ordinary course of business.

Subject to the fulfilment of the above conditions, it is expected that the final dividend will be paid in cash on or about 2 July 2021 to those Shareholders qualified for the entitlement of final dividend.

The conditions set out above cannot be waived. If the conditions set out above are not satisfied, the final dividend will not be paid.

Subject to the approval of the Shareholders, to ascertain the entitlement to the proposed final dividend, the register of members of the Company will be closed from Friday, 4 June 2021 to Tuesday, 8 June 2021, both days inclusive, during which period no transfer of Shares of the Company will be registered. In order to qualify for the entitlement to the proposed final dividend for the year ended 31 December 2020, all transfer of Shares accompanied by the

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LETTER FROM THE BOARD

relevant Shares certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong by 4:30 p.m. on Thursday, 3 June 2021.

3. GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES

At the annual general meeting of the Company held on 31 May 2021, approval was given by Shareholders for the granting of, inter alia, general mandates to the Directors to (i) buy back Shares on the Stock Exchange up to 10% of the number of issued Shares of the Company as at the date of passing of the relevant resolution; and (ii) allot and issue Shares not exceeding 20% of the number of issued Shares of the Company as at the date of passing of the relevant resolution. In accordance with the terms of the approval, these general mandates will lapse at the conclusion of the Annual General Meeting.

The Board takes the view that it would be in the interests of the Company and the Shareholders as a whole if the general mandates were renewed.

An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of Issuance Mandate to the Directors to allot, issue or deal with unissued Shares not exceeding 20% of the total number of Shares of the Company in issue as at the date of passing of relevant resolution. As at the Latest Practicable Date, the Company had 854,550,000 Shares in issue. Assuming that there is no issuance of Shares or any buy-back of Shares from the Latest Practicable Date up to the date of the Annual General Meeting, up to a maximum of 170,910,000 Shares may be issued under the Issuance Mandate.

An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Buyback Mandate to the Directors to buy back Shares on the Stock Exchange with the total number of Shares which represent up to 10% of the total number of the Shares of the Company in issue as at the date of passing of the relevant resolution. As at the Latest Practicable Date, the Company had 854,550,000 Shares in issue. Assuming that there is no issuance of Shares or any buy-back of Shares from the Latest Practicable Date up to the date of the Annual General Meeting, up to a maximum of 85,455,000 Shares may be bought back under the Buyback Mandate.

With reference to the Issuance Mandate and the Buyback Mandate, the Directors wish to state that they have no immediate plan to issue any Shares or to buy back any Shares pursuant thereto.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

4. RE-ELECTION OF DIRECTORS

Mr. Wu Zhihua and Ms. Jin Keli were appointed as non-executive Directors with effect from 29 June 2021 and 17 July 2021 respectively. Pursuant to Article 83(3) of the Articles of Association, any Director appointed as addition to the Board shall hold office only until the following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Mr. Wu and Ms. Jin shall hold office until the Annual General Meeting and they, being eligible, offer themselves for re-election in the Annual General Meeting.

Pursuant to Article 84 of the Company's Articles of Association, Mr. Liu Jian, Mr. Zhang Weilun and Mr. Huang Anxin shall retire by rotation at the Annual General Meeting.

All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

The re-election of Directors has been reviewed by the Nomination Committee which made recommendation to the Board that the re-election be proposed for Shareholders' approval at the Annual General Meeting. The Nomination Committee has also assessed the independence of all Independent Non-executive Directors (''INEDs'') of the Company including the INED to be reelected at the Annual General Meeting. All the INEDs of the Company satisfy the independence guidelines set out in Rule 3.13 of the Listing Rules.

Brief biographical details of the above Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 15 to 18 of this circular.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.gdzawy.com). To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude any member from attending and voting in person at the Annual General Meeting or at any adjourned meeting. If the member attend and vote at the Annual General Meeting, the authority of his/her proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

6. VOTING BY WAY OF POLL

Pursuant to Rule 13.39 of the Listing Rules and the Company's Articles of Association, all votes of the Shareholders at the Annual General Meeting must be taken by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted upon by a show of hands.

The results of the poll will be published after the conclusion of the Annual General Meeting on the respective websites of the Hong Kong Exchanges and Clearing Limited and the Company.

7. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Buyback Mandate) and Appendix II (Details of the Directors proposed to be re-elected at the Annual General Meeting) to this circular.

8. RECOMMENDATION

The Directors consider that the resolutions to be proposed at the Annual General Meeting for (i) the payment of final dividend out of the Share Premium Account; (ii) the granting of the General Mandates to the Directors; and (iii) re-electing of the retiring Directors as set out in the notice of the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

9. 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 the 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.

Yours faithfully,

On behalf of the Board

Zhong Ao Home Group Limited

Liu Jian

Chairman and Chief Executive Officer

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APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

This appendix serves as the explanatory statement required to be sent to the Shareholders by the Listing Rules to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the proposed Buyback Mandate to be granted to the Directors, which relates to the Shares.

1. SHARE CAPITAL

As at the Latest Practicable Date, the Company had 854,550,000 Shares in issue.

Subject to the passing of the proposed resolution in respect of the granting of the Buyback Mandate at the Annual General Meeting and on the basis that no Shares are issued or bought back prior to the Annual General Meeting, the Company will be allowed under the Buyback Mandate to buy back a maximum of 85,455,000 Shares (representing 10% of the total number of Shares in issue as at the date of the granting of the Buyback Mandate).

2. REASON FOR SHARE BUY-BACK

Buy-back of Shares will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share or both.

3. FUNDING OF SHARE BUY-BACK

In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association and Articles of Association of the Company, the Listing Rules and the applicable laws and regulations from time to time in force of the Cayman Islands and/or any other applicable laws as the case may be. A listed company is prohibited from buying back its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

Under the Cayman Islands law, any buy-back by the Company may be made out of profits of the Company or from sums standing to the credit of the Share Premium Account of the Company or out of the proceeds of a fresh issue of Share made for the purpose of the buy-back or, if authorised by the Articles of Association and subject to the Companies Law, out of capital and, in case of any premium payable on the buy-back, out of profits of the Company or from sums standing to the credit of the Share Premium Account of the Company, or if authorised by our Articles of Association and subject to the Companies Law, out of capital.

4. IMPACT OF SHARE BUY-BACK

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2020 in the event that the buy-back of Shares were to be carried out in full at any time during the proposed buy-back period. However, the Directors do not propose to exercise the buy-back of Shares to such

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APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

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

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make buy-back pursuant to the Buyback Mandate and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in Rule 1.01 of the Listing Rules), has any present intention to sell any Shares to the Company or its subsidiaries under the Buyback Mandate if such resolution is approved by the Shareholders.

No other core connected persons (as defined in Rule 1.01 of the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Buyback Mandate is approved by the Shareholders.

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APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

7. TAKEOVERS CODE

If on the exercise of the powers to buy back Shares pursuant to the Buyback 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 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. Save as aforesaid, the Directors are not aware of any consequence which would arise under the Takeovers Code as a result of any share repurchases pursuant to the Buyback Mandate.

The Directors will ensure that the Buyback Mandate will not be exercised to such extent that would result in the public shareholding of the Company will be less than the minimum public float requirement of 25% of the total issued Share of the Company.

8. SHARE BUY-BACK MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not bought back any of the Shares (whether on the Stock Exchange or otherwise).

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As required by the Listing Rules, the following are the particulars of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting:

MR. LIU JIAN

Mr. Liu Jian, aged 53, is the chairman and the chief executive officer of the Company and was appointed as an executive Director of the Company on 5 January 2015. Being one of the first members of the Group, Mr. Liu founded Guangdong Zhong Ao Property Management Company Limited (''Zhong Ao Property'') with Ms. Chen Zhuo in September 2005. Mr. Liu was appointed as the sole director of Zhong Ao Property in September 2005 and has been primarily responsible for overall operation and management, strategic planning and business development. Mr. Liu plays a key role in the Group's business development and has led its business expansion from Guangdong province to other parts of China. Prior to joining the Group, Mr. Liu worked at Guilin Park Hotel Co., Ltd. (桂林桂湖飯店有限公司) from May 1990 to August 1994 and his last position held was manager. From September 1994 to March 1999, he worked at Guilin Royal Gardens Hotel Co., Ltd. (桂林帝苑酒店有限公司) and his last position held was manager. From 1999 to December 2003, Mr. Liu served as general manager of Guangzhou Olympic Garden Property Company (廣州奧林匹克花園物業公司) and from February 2004 to June 2005, as general manager of Nanguo Aoyuan Property Company (南國奧園物業公司), both companies being subsidiaries of Guangdong Yabo Property Service Company Limited (廣東雅博物業服務有限公司) (''Guangdong Yabo''). Mr. Liu graduated from Huazhong University of Science and Technology (華中理工大學) with a bachelor's degree in economics in 1988. In 2008, Mr. Liu attained a master's degree in business administration from Asia International Open University (Macau).

As at the Latest Practicable Date, Qichang International Limited (''Qichang'') held 435,820,000 shares of the Company. Dawngate Limited (''Dawngate'') holds 40% of the issued share capital of Qichang and is taken to be interested in all shares of Company held by Qichang for the purposes of Part XV of the SFO. Each of Suiya Investment Limited, Signgain Limited and Onsure Limited, being the wholly-own investment holding company of Ms. Chen Zhuo, Mr. Liang Bing and Mr. Long Weimin respectively, each holds 20% of the share capital of Qichang. The issued share capital of Dawngate is held as to 15% by Mr. Liu and 85% by Hilton Assets (PTC) Limited as trustee of the Liu Family Trust. Being the settlor of the Liu Family Trust, Mr. Liu is taken to be interested in all the Shares of the Company that the Liu Family Trust is interested under Part XV of the SFO. Save as disclosed above, Mr. Liu had no relationship with any Directors, senior management, substantial Shareholders and Controlling Shareholder of the Company.

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MR. WU ZHIHUA

Mr. Wu Zhihua, aged 42, was appointed as a non-executive Director of the Company on 29 June 2020. Mr. Wu has been executive director of Greentown Services Group Co. Ltd. (''Greentown Service'') a company listed on the Main Board of the Stock Exchange, stock code: 2869) since 27 November 2015. On 23 March 2018 and 4 August 2018, Mr. Wu was appointed as the Chief Executive Officer and Chief Financial Officer of Greentown Service respectively. He also served as a director of Greentown Property Management Co., Ltd. (綠城 物業服務集團有限公司, an indirect wholly-owned subsidiary of Greentown Service) since 7 August 2015.

Mr. Wu graduated from Zhejiang University (浙江大學) in Hangzhou, the PRC with a bachelor's degree majoring in tourism management, and obtained his master's degree in science in quality management from The Hong Kong Polytechnic University (香港理工大學) in Hong Kong.

As at the Latest Practicable Date, Mr. Wu did not have any interest in Shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Wu had no relationship with any Directors, senior management, substantial Shareholders and Controlling Shareholder of the Company.

MS. JIN KELI

Ms. Jin Keli, aged 38, was appointed as a non-executive Director of our Company since 17 July 2020. She has been our Chief Operating Officer of Greentown Service since 23 March 2018. She is responsible for management work in relation to the overall operation of Greentown Service as well as for management of administration and human resources. Ms. Jin joined Greentown Service in May 2006, and served as administrative president of Lvcheng Property Group and executive general manager of Shanghai Xinhu Lvcheng Property Services Company Limited from January 2012 to January 2014, and from January 2014 to July 2017, respectively. She also worked as the assistant to president, vice president and president of Greentown Property Management from February 2015 to July 2017, from August 2017 to March 2018 and from March 2018 to present, respectively. Ms. Jin graduated from China University of Political Science and Law (中國政法大學), with a bachelor's degree majoring in philosophy.

As at the Latest Practicable Date, Ms. Jin did not have any interest in Shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Ms. Jin had no relationship with any Directors, senior management, substantial Shareholders and Controlling Shareholder of the Company.

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MR. ZHANG WEILUN

Mr. Zhang Weilun, aged 48, joined the Company and was appointed as an independent non-executive Director of the Company on 5 November 2015. Prior to joining the Group, he worked as an assistant project manager and project manager at Shimizu Corporation (清水建設 株式会社) from June 1996 to November 1997 and from December 1997 to May 1998 respectively. During 1999 to 2004, he successively served as a general manager of Nanguo Olympic Garden (南國奥林匹克花園), a president, vice-chairman and director of Wuhan Chengcheng Cultural Investment Group Co., Ltd. (武漢誠成文化投資集團股份有限公司) (now changed to Bestsun Energy Co., Ltd. (百川能源股份有限公司)) (stock code: 600681), a company listed on the Shanghai Stock Exchange, an executive vice president and a director of Aoyuan Group Limited (奧園集團有限公司). Mr. Zhang has been the chairman and general manager of Guangzhou Willsun Real Estate Co., Ltd. (廣州維森置業有限公司) since 2005. Mr. Zhang graduated from Wuhan University of Hydraulic and Electrical Engineering (武漢水 利電力大學 now changed to Faculty of Engineering Wuhan University) with a bachelor's degree in civil engineering in 1993.

As at the Latest Practicable Date, Mr. Zhang did not have any interest in Shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Zhang had no relationship with any Directors, senior management, substantial Shareholders and Controlling Shareholder of the Company.

MR. HUANG ANXIN

Mr. Huang Anxin, aged 58, joined the Company and was appointed as an independent non-executive Director of the Company on 3 October 2017. Mr. Huang obtained a master degree in management from Central China Normal University in 2000. He is currently the professor of Guangzhou Open University and Deputy Director of Human Resources Development Committee of The China Property Management Association. He has over 32 years of experience of teaching in the People's Republic of China and in particular, the subject of corporate management and administration. He also has intensive knowledge in other areas such as property management, economic management and administration and community governance.

As at the Latest Practicable Date, Mr. Huang did not have any interest in Shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Huang had no relationship with any Directors, senior management, substantial Shareholders and Controlling Shareholder of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

Zhong Ao Home Group Limited

中 奧 到 家 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1538)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Zhong Ao Home Group Limited (the ''Company'') will be held at Imperial Room III, Mezzanine Floor - Towers Wing, The Royal Pacific Hotel & Towers, China Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 31 May 2021 at 4:00 p.m. for the purpose of transacting the following businesses:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors and the auditor of the Company for the year ended 31 December 2020.
2. To consider and declare a final dividend of HK3.00 cents per share for the year ended 31 December 2020 entirely out of the Share Premium Account of the Company.
3. To re-elect Mr. Liu Jian as an executive Director.
4. To re-elect Mr. Wu Zhihua as an non-executive Director.
5. To re-elect Ms. Jin Keli as an non-executive Director.
6. To re-elect Mr. Zhang Weilun as an independent non-executive Director.
7. To re-elect Mr. Huang Anxin as an independent non-executive Director.
8. To authorise the board of Directors (the ''Board'') to fix the remuneration of the Directors.
9. To re-appoint Ernst & Young as the independent external auditor to hold office until conclusion of the next annual general meeting and to authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

10. To consider and if thought fit, pass with or without amendments the following resolutions as an ordinary resolutions:

''THAT:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued Shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate total number of Shares allotted or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the share option scheme of the Company approved by the Stock Exchange; or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Articles of Association of the Company, shall not exceed 20% of the total number of Shares of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and
4. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; or
   3. the passing of an ordinary resolution of the Shareholders of the Company in a general meeting revoking or varying the authority set out in this resolution.

''Rights Issue'' means an offer of shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having

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NOTICE OF ANNUAL GENERAL MEETING

regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in Hong Kong, or in any territory applicable to the Company).''

1. To consider and if thought fit, pass with or without amendments the following resolutions as an ordinary resolutions:
   ''THAT:
2. 1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed and which is recognised by the SFC and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, rules and regulations of the SFC and the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the total number of Shares authorised to be bought back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of total number of Shares of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and
   3. for the purposes of this resolution:
      ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; or
      3. the passing of an ordinary resolution of the Shareholders of the Company in a general meeting revoking or varying the authority set out in this resolution.''
3. To consider and if thought fit, pass with or without amendments the following resolutions as an ordinary resolutions:
   ''THAT conditional upon the passing of the resolutions 9 and 10 as set out in the notice convening the Annual General Meeting, the General Mandates granted to the Directors pursuant to resolution 9 to exercise the powers of the Company to allot, issue and deal with unissued Shares be and is hereby extended by the addition to the aggregate number of Shares of the Company bought back by the Company under the

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NOTICE OF ANNUAL GENERAL MEETING

authority granted pursuant to the resolution 10 of the notice convening the Annual General Meeting, provided that such extended amount shall not exceed 10% of total number of Shares of the Company in issue as at the date of passing this resolution.''

By Order of the Board

Zhong Ao Home Group Limited

Liu Jian

Chairman and Chief Executive Officer

Hong Kong, 29 April 2021

Notes:

1. Any member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more Shares of the Company is entitled to appoint more than one proxy to represent him/her and vote on his/ her behalf. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. A proxy need not be a member of the Company. A form of proxy for use at the Annual General Meeting is enclosed herewith.
2. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude any member from attending and voting in person at the Annual General Meeting or at any adjourned meeting. If the member attend and vote at the Annual General Meeting, the authority of his/her proxy shall be deemed to be revoked.
3. Where there are joint holders of any share, any one of such joint holder may vote, 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 holder 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 member of the Company in respect of the joint holding.
4. To ascertain Shareholders' entitlement to attend and vote at the Annual General Meeting, register of members of the Company will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021, both days inclusive, during which period no transfer of Shares of the Company will be registered. In order to qualify for entitlement to attend and vote at the Annual General Meeting, all transfer of Shares accompanied by the relevant Share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by 4:30 p.m. on Tuesday, 25 May 2021.
5. In the event that a black rainstorm warning signal or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted at 12:00 noon or any time after 12:00 noon on Monday, 31 May 2021, the Annual General Meeting will be adjourned until further notice.
   Further announcement notifying Shareholders of details (including the date, time and venue) of the adjourned meeting will be posted on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://gdzawy.com).
   If a black rainstorm warning signal or a tropical cyclone warning signal number 8 or above is cancelled at or before 12:00 noon on the date of the Annual General Meeting, and where conditions permit, the Annual General Meeting will be held as scheduled.

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