Evergrande Property Services : PROPOSED ADOPTION OF SHARE OPTION SCHEME AND NOTICE OF EGM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Evergrande Property Services Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker 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.

Evergrande Property Services Group Limited

恒大 物業集團有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6666)

PROPOSED ADOPTION OF SHARE OPTION SCHEME

AND

NOTICE OF EGM

A notice convening the extraordinary general meeting to be held at the Island Ballroom B, Level 5, Island Shangri-la Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong, on Monday, 10 May 2021 at 10:00 a.m. (the "EGM") is set out on pages 14 to 15 of this circular. Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time fixed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

23 April 2021

CONTENTS
	Page
Precautionary measures for the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Adoption of Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Documents available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix - Principal terms of the Share Option Scheme . . . . . . . . . . . . . . .	8
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

- i -

PRECAUTIONARY MEASURES FOR THE EGM

In light of the COVID-19 pandemic and in compliance with the HKSAR Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health, the Company will implement additional precautionary measures at the EGM including, without limitation:

1. compulsory body temperature screening - anyone with a body temperature above the reference range quoted by the Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into the EGM venue and be requested to leave the EGM venue;
2. mandatory use of surgical face masks - no masks will be provided at the EGM venue and attendees should bring their own masks;
3. appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the EGM as may be necessary to avoid over-crowding; and
4. No refreshments or drinks will be provided to attendees at the EGM.

In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly advises Shareholders NOT to attend the EGM in person, and recommends Shareholders to appoint the Chairman of the EGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the EGM in person.

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

- ii -

DEFINITIONS

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

"associate(s)"	has the same meaning ascribed to it under the Listing
	Rules;
"Board"	the board of Directors of the Company;
"Company"	Evergrande Property Services Group Limited, a company
	incorporated in the Cayman Islands with limited liability
	and the Shares of which are listed on the main board of
	the Stock Exchange;
"connected person(s)"	has the same meaning ascribed to it under the Listing
	Rules;
"Director(s)"	the director(s) of the Company;
"EGM"	the extraordinary general meeting of the Company to be
	held at the Island Ballroom B, Level 5, Island Shangri-la
	Hotel, Pacific Place, Supreme Court Road, Central, Hong
	Kong, on Monday, 10 May 2021 at 10:00 a.m. to adopt
	the Share Option Scheme;
"Eligible Participant(s)"	(i) any full time or part-time employees, executives,
	officers or directors (including executive, non-
	executive and independent non-executive directors)
	of the Group and of any associated corporation of
	the Company; and
	(ii) any advisers, consultants, agents, suppliers or joint
	venture partners who, in the sole opinion of the
	Board, will contribute or have contributed to the
	Group.
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China;

- 1 -

DEFINITIONS

"Latest Practicable Date"

"Listing Rules"

"Option(s)"

"Option Holder(s)"

"PRC"

"Scheme Limit"

"Share(s)"

"Share Option Scheme"

"Shareholder(s)"

"Stock Exchange"

"%"

19 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

the Rules Governing the Listing of Securities on the Stock Exchange;

option(s) to subscribe for Shares pursuant to the Share Option Scheme;

the holder(s) of the Option(s);

the People's Republic of China;

the maximum number of Shares that may be issued upon the exercise of all the options granted under the Share Option Scheme and any other share option schemes of the Company;

ordinary shares of US$0.0001 each in the share capital of the Company;

the share option scheme proposed to be adopted by the Company, the principal terms of which are set out in the Appendix to this circular;

holder(s) of the Share(s);

The Stock Exchange of Hong Kong Limited; and

per cent.

- 2 -

LETTER FROM THE BOARD

Evergrande Property Services Group Limited

恒大 物業集團有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6666)

Executive Directors:	Registered Office:
Mr. Zhao Changlong (Chairman)	Cricket Square
Mr. Hu Liang	Hutchins Drive
Mr. Wang Zhen	PO box 2681
Ms. An Lihong	Grand Cayman, KY1-1111
	Cayman Islands
Independent Non-executive Directors:
Mr. Chan Chun Hung, Vincent	Head Office:
Mr. Victor Huang	Third Compartment of Room 3101
Mr. Guo Zhaohui	No. 78, Huangpu Avenue West
	Tianhe District
	Guangzhou
	Guangdong Province
	PRC
	Principal place of business
	in Hong Kong:
	23rd Floor, China Evergrande Centre
	38 Gloucester Road, Wanchai
	Hong Kong
	23 April 2021
To Shareholders
Dear Sir/Madam,

PROPOSED ADOPTION OF SHARE OPTION SCHEME

AND

NOTICE OF EGM

INTRODUCTION

It is proposed that subject to the approval of the Shareholders at the EGM, the Share Option Scheme be adopted.

The purpose of this circular is (i) to provide you with information on the Share Option Scheme; and (ii) to give you the notice of the EGM at which a resolution will be proposed to consider and, if thought fit, to approve the adoption of the Share Option Scheme.

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LETTER FROM THE BOARD

ADOPTION OF SHARE OPTION SCHEME

The Company is one of the largest and fastest-growing integrated property management service enterprise in the PRC. It is an all-round property manager and manages a diverse portfolio of properties (including mid-to-high-end residential properties, office buildings and commercial properties), and has been contracted to manage other types of properties (such as theme parks, industrial parks, healthcare complexes, themed towns and schools, etc.). The Group provides property management services, non-property owners and/or community value-added services in over 280 cities in 22 provinces, five autonomous regions in the PRC, serving over two million households.

The Company does not have in place a share option scheme. It is proposed that the Company will adopt a share option scheme in compliance with the requirements of Chapter 17 of the Listing Rules to provide the Company with the flexibility of granting share options to the grantees as incentives or rewards for their contribution or potential contribution to the Company.

The adoption of the Share Option Scheme is conditional upon:

1. the approval of the adoption of the Share Option Scheme by the Shareholders at the EGM;
2. the approval of the adoption of the Share Option Scheme by the shareholders of China Evergrande Group, the controlling shareholder of the Company holding approximately 61.70% interest in the Company as at the Latest Practicable Date; and
3. the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares which may fall to be allotted and issued upon the exercise of the Options under the Share Option Scheme.

The purpose of the Share Option Scheme is to enable the Company to grant options to selected Eligible Participants as incentives or rewards for their contribution or potential contribution to the Group. The Directors consider that the Share Option Scheme will serve to motivate Eligible Participants to contribute to the Group's development. The Share Option Scheme, which will be in the form of Options to subscribe for Shares, will enable the Group to recruit, incentivize and retain high-caliber staff. The Directors consider that the Share Option Scheme is in line with modern commercial practice that Eligible Participants, which will include full-time or part-time employees, directors, members of the management, advisors, consultants, agents, suppliers and joint venture partners who have contributed to the Group, be given incentives and align their interests and objectives with that of the Group.

The Directors consider that the inclusion of persons other than the employees and directors of the Group as Eligible Participants is appropriate, as the successful development of the Group could not be achieved by the Directors and employees alone and will also depend on the cooperation of the business partners of the Group, including advisors, consultants, agents, suppliers and joint venture partners, which all play an important role in the business of

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LETTER FROM THE BOARD

the Group. Given that the success of the Group requires the cooperation and contribution from such parties, it is important that the Group is able to maintain good relationship with them. Having a share option scheme in place is one of the means to attract and retain those persons who contribute to the continuous development of the Group, so that they have an incentive to render improved services and/or patronage to the Group on a long-term basis. The inclusion of advisors, consultants, agents, suppliers and joint venture partners who have contributed to the Group in the list of Eligible Participants would provide the Company with the flexibility of rewarding such persons should the situation arises that such reward and incentive would encourage them to align their interests and objectives with that of the Group and work towards enhancing the value of the Company and its Shares for the long-term development and benefit of the Group. As such, the Directors consider that the Share Option Scheme will provide the Eligible Participants with the opportunity to acquire proprietary interests in the Company and will encourage such Eligible Participants to work towards enhancing the value of the Company and the Shares for the benefit of the Company and the Shareholders as a whole.

Subject to the conditions to the Share Option Scheme being satisfied, the Board will have the right to grant to the Eligible Participants options to subscribe for shares in the Company up to the Scheme Limit unless approval from the Shareholders in general meeting has been obtained to renew the Scheme Limit such that the total number of the Shares in respect of which options may be granted by the Board under the Share Option Scheme and any other share option schemes of the Company in issue shall not exceed 10% of the total number of the Shares in issue as at the date of approval of the refreshed limit. Based on 10,810,811,000 Shares in issue as at the Latest Practicable Date and assuming that there is no change in the issued share capital of the Company from the Latest Practicable Date to the date of the EGM, the maximum number of Shares that may be issued upon the exercise of the options that may be granted under the Share Option Scheme is 1,081,081,100 Shares, being 10% of the issued share capital of the Company as at the date of the adoption of the Share Option Scheme.

Notwithstanding any other provisions of the Share Option Scheme, the maximum number of Shares which may be issued upon the exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company shall not exceed 30% of the total number of Shares in issue from time to time.

The Company has no current plan to grant any options under the Share Option Scheme as at the Latest Practicable Date. As at the Latest Practicable Date, no options under the Share Option Scheme have been granted and thus the Company considers that it would not be appropriate to disclose in this circular the value of the options that may be granted under the proposed Share Option Scheme as if they have been granted as at the Latest Practicable Date, as various determining factors for the calculation of such value cannot be reasonably ascertained at this stage. It would not be meaningful and may even be misleading to Shareholders if the value of the options is calculated based on a set of speculative assumptions. However, the Company will disclose the value of any options granted under the Share Option Scheme during a financial year or a particular period in its annual report and interim report based on the Binomial Options Pricing Model or a generally accepted comparable methodology.

- 5 -

LETTER FROM THE BOARD

The Shares are listed on the main board of the Stock Exchange. The Company will apply to the Stock Exchange for the listing of, and permission to trade in, the Shares that may be allotted and issued upon the exercise of the Options under the Share Option Scheme.

The grant of the options under Share Option Scheme and the subsequent exercise of the options by the grantees will constitute a deemed disposal by China Evergrande Group ("CEG"), the controlling shareholder of the Company, of its interests in the Company. CEG will comply with the requirements of Chapter 14 of the Listing Rules should the grant of the options under the Share Option Scheme constitute a notifiable transaction for CEG under Chapter 14 of the Listing Rules.

A summary of the principal terms of the Share Option Scheme is set out in the Appendix to this circular.

EGM

A notice convening the EGM is set out on pages 14 to 15 of this circular and a form of proxy for the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete the form of proxy and return it to the Company's share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the EGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person.

VOTING BY POLL

Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. An announcement on the poll vote results will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) and Rule 17.02(1)(a) of the Listing Rules.

No Shareholder has a material interest in the proposed adoption of the Share Option Scheme and therefore no Shareholder is required to abstain from voting at the EGM in respect of the resolution proposed to approve the adoption of the Share Option Scheme.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

- 6 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the adoption of the Share Option Scheme is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the adoption of the Share Option Scheme.

DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Share Option Scheme is available for inspection at the principal place of business of the Company in Hong Kong at 23rd Floor, China Evergrande Centre, 38 Gloucester Road, Wanchai, Hong Kong during normal business hours on any business day from the date of this circular up to and including the date of the EGM.

Yours faithfully,

By order of the Board

Evergrande Property Services Group Limited

Zhao Changlong

Chairman

- 7 -

APPENDIX

PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

The following is a summary of the principal terms of the Share Option Scheme proposed to be approved at the EGM.

(A) PURPOSE

The Share Option Scheme is a share incentive scheme and is established to recognise and acknowledge the contributions the Eligible Participants had or may have made to the Company. The Share Option Scheme will provide the Eligible Participants an opportunity to have a personal stake in the Company with the view to motivate the Eligible Participants to optimise their performance efficiency for the benefit of the Group.

(B) WHO MAY JOIN

The Board may, at its discretion, offer to grant an option to subscribe for such number of new Shares as the Board may determine at an exercise price determined in accordance with paragraph (e) below to:

1. any full time or part-time employees, executives, officers or directors (including executive, non-executive and independent non-executive directors) of the Group and of any associated corporation of the Company; and
2. any advisers, consultants, agents, suppliers or joint venture partners who, in the sole opinion of the Board, will contribute or have contributed to the Group.

Upon acceptance of the option, the grantee shall pay HK$1.00 to the Company by way of consideration. Any offer to grant an option to subscribe for Shares may be accepted in respect of less than the number of Shares for which it is offered. To the extent that the offer to grant an option is not accepted by any prescribed acceptance date, it shall be deemed to have been irrevocably declined.

(C) MAXIMUM NUMBER OF SHARES

The maximum number of Shares in respect of which options may be granted under the Share Option Scheme and under any other share option schemes of the Company must not in aggregate exceed 10% of the total number of Shares in issue at the time the Share Option Scheme is adopted by the Shareholders. Based on 10,810,811,000 Shares in issue as at the Latest Practicable Date and assuming that there is no change in the issued share capital of the Company from the Latest Practicable Date to the date of the EGM, the maximum number of Shares that may be issued upon the exercise of the options that may be granted under the Share Option Scheme is 1,081,081,100 Shares, being 10% of the issued share capital of the Company as at the date of the adoption of the Share Option Scheme.

- 8 -

APPENDIX

PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

The Company may seek approval from the Shareholders in general meeting for "refreshing" the 10% limit under the Share Option Scheme. However, the total number of securities which may be issued upon exercise of all options to be granted under all of the schemes of the Company under the limit as "refreshed" must not exceed 10% of the relevant class of securities in issue as at the date of approval of the limit. Options previously granted (including those outstanding, cancelled, lapsed in accordance with the Share Option Scheme or exercised options) will not be counted for the purpose of calculating the limit as "refreshed".

Notwithstanding the foregoing, the Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company at any time shall not exceed 30% of the Shares in issue from time to time.

(D) MAXIMUM NUMBER OF OPTIONS TO ANY ONE INDIVIDUAL

The total number of Shares issued and which may fall to be issued upon exercise of the options granted under the Share Option Scheme and any other share option schemes of the Company (including both exercised and outstanding options) to each Eligible Participant in any 12-month period up to the date of grant shall not exceed 1% of the Shares in issue as at the date of grant.

(E) PRICE OF SHARES

Subject to the compliance with the requirements of the Listing Rules, the subscription price of a Share in respect of any particular option granted under the Share Option Scheme shall be such price as the Board in its absolute discretion shall determine save that such price will not be less than the highest of:

1. 1. the official closing price of the Shares as stated in the daily quotation sheets of the Stock Exchange on the relevant date of grant, which must be a day on which the Stock Exchange is open for the business of dealing in securities;
   2. the average of the official closing prices of the Shares as stated in the daily quotation sheets of the Stock Exchange for the 5 trading days immediately preceding the date of grant; and
   3. the nominal value of a Share.
2. GRANTING OPTIONS TO CONNECTED PERSONS

Any grant of options to a director, chief executive or substantial shareholder (as defined in the Listing Rules) of CEG or the Company or any of their respective associates (as defined in the Listing Rules) is required to be approved by the independent non-executive directors of the Company (excluding any independent non-executive director who is the grantee of the Options). If the Board proposes to grant options to a substantial shareholder or any independent

- 9 -

APPENDIX

PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

non-executive director or their respective associates (as defined in the Listing Rules) which will result in the number of Shares issued and to be issued upon exercise of options granted and to be granted (including options exercised, cancelled and outstanding) to such person in the

12-month period up to and including the date of such grant:

1. representing in aggregate over 0.1% or such other percentage as may be from time to time provided under the Listing Rules of the Shares in issue; and
2. having an aggregate value in excess of HK$5 million or such other sum as may be from time to time provided under the Listing Rules, based on the official closing price of the Shares at the date of each grant,

such further grant of options will be subject to the issue of a circular by the Company and the approval of the Shareholders in general meeting on a poll at which all connected persons (as defined in the Listing Rules) of the Company shall abstain from voting in favour, and/or such other requirements prescribed under the Listing Rules from time to time. Any vote taken at the meeting to approve the grant of such options shall be taken as a poll.

(G) RESTRICTIONS ON THE GRANT OF OPTIONS

For so long as the Shares are listed on the Stock Exchange, the Board shall not grant any Option after an inside information event relating to the Company and/or CEG, the holding company of the Company, has come to the knowledge of the Company and/or CEG until such inside information has been announced pursuant to the requirements of the Listing Rules and the SFO. In particular, no Options may be granted during the period commencing one month immediately preceding the earlier of:

1. 1. the date of the relevant board meeting (as such date to first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company's and/or CEG's results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and
   2. the deadline for the Company and/or CEG to publish an announcement of its results for (i) any year or half-year period in accordance with the Listing Rules, and (ii) where the Company and/or CEG elected to publish them, any quarterly or any other interim period, and ending on the date of actual publication of the results for such year, half-year, quarterly or interim period (as the case may be).
2. RIGHTS ARE PERSONAL TO GRANTEE
   An option is personal to the grantee and may be exercised or treated as exercised, as the

case may be, in whole or in part. No grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any option or attempt so to do.

- 10 -

APPENDIX

PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

1. TIME OF EXERCISE OF OPTION AND DURATION OF THE SHARE OPTION SCHEME

Subject to any vesting period as stipulated in the scheme, an option may be exercised in accordance with the terms of the Share Option Scheme at any time after the date upon which the Option is deemed to be granted and accepted and prior to the expiry of 10 years from that date. The period during which an option may be exercised will be determined by the Board in its absolute discretion, save that no option may be exercised more than 10 years after it has been granted. Subject to earlier termination by the Company in general meeting or by the Board, the Share Option Scheme shall be valid and effective for a period of 10 years from the date of its adoption.

1. PERFORMANCE TARGET

A grantee may be required to achieve any performance targets as the Board may then specify in the grant before any options granted under the Share Option Scheme can be exercised.

(K) RIGHTS ON CEASING EMPLOYMENT OR DEATH

Any options granted and already vested but are not exercised will continue to be exercisable within a period of 30 days from the date of the death of the grantee (in case of non-work related death) or from the date of the grantee ceasing to be an employee of the Company (other than in the case of dismissal). Any Options that are not exercised within the prescribed period and unvested Options will lapse.

In case of work-related death and upon determination by the Company, the options granted will remain exercisable by the successors of the grantee in accordance with the terms of the grant.

(L) RIGHTS ON DISMISSAL

Any Options granted will be cancelled and no longer be exercisable if the grantee is dismissed as a result of his/her fault or his/her resignation.

(M) RANKING OF SHARES

The Shares to be allotted upon the exercise of an option will not carry voting rights until completion of the registration of the grantee (or any other person) as the holder thereof. Subject to the aforesaid, Shares allotted and issued on the exercise of options will rank pari passu in all respects and shall have the same voting, dividend, transfer and other rights, including those arising on liquidation as attached to the other fully-paid Shares in issue on the date of exercise.

- 11 -

APPENDIX

PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

(N) EFFECT OF ALTERATIONS TO CAPITAL

In the event of any alteration in the capital structure of the Company whilst any option may become or remains exercisable, whether by way of capitalisation issue, rights issue, sub-division, consolidation of shares or reduction in capital, such corresponding alterations (if any) shall be made (i) in the number of Shares subject to any outstanding Options; and/or (ii) the exercise price per Share of each outstanding Option, as the auditors of the Company or an independent financial adviser shall, at the request of the Company or any Grantee, certify in writing either generally or as regards any particular Grantee, to be in their opinion fair and reasonable; provided that any such alterations shall be made on the basis that a Grantee shall have the same proportion of the equity capital of the Company (as interpreted in accordance with the supplementary guidance attached to the letter from the Stock Exchange dated 5 September 2005 to all issuers relating to share option schemes) as that to which he was entitled to subscribe had he exercised all the Options held by him immediately before such adjustments and the aggregate exercise price payable by a Grantee on the full exercise of any Option shall remain in the same proportion as it was before such event and that no such alterations shall be made if the effect of such alterations would be to enable a Share to be issued at less than its nominal value.

(O) EXPIRY OF OPTION

An option shall lapse automatically and not be exercisable (to the extent not already exercised) on:

1. 1. the date of expiry of the Option as may be determined by the Board;
   2. the expiry of any of the periods referred in the Share Option Scheme;
   3. the date on the grantee ceases to be an Eligible Participant by reason of the termination of his/her relationship with the Group on any one or more of the grounds that he has been guilty of serious misconduct or resignation; or
   4. the date on which the Board shall exercise the right to cancel the Option in accordance with the terms of the Share Option Scheme.
2. ALTERATION OF THE SHARE OPTION SCHEME

Subject to compliance with the requirements of the Listing Rules, the Share Option Scheme may be altered in any respect by resolution of the Board except that:

1. any alteration to the advantage of the grantees; and
2. any material alteration to the terms and conditions of the Share Option Scheme or any change to the terms of options granted,

shall first be approved by the Shareholders in general meeting.

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APPENDIX

PRINCIPAL TERMS OF THE SHARE OPTION SCHEME

(Q) CANCELLATION OF OPTIONS

Subject to the terms of the scheme, any cancellation of options granted but not exercised must be approved by the grantees of the relevant options in writing.

(R) TERMINATION OF THE SHARE OPTION SCHEME

The Company may by resolution of the Board at any time terminate the Share Option Scheme and in such event no further option shall be offered but the provisions of the Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any option granted prior thereto or otherwise as may be required in accordance with the provisions of the Share Option Scheme. Options granted prior to such termination but not yet exercised at the time of termination shall continue to be valid and exercisable in accordance with the Share Option Scheme.

1. CONDITIONS OF THE SHARE OPTION SCHEME
   The Share Option Scheme is conditional on:
2. 1. the approval of the rules of the Share Option Scheme by Shareholders in the EGM;
   2. the approval of the rules of the Share Option Scheme by the shareholders of China Evergrande Group at a general meeting; and
   3. the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Shares that may be allotted and issued under the Share Option Scheme.

- 13 -

NOTICE OF EXTRAORDINARY GENERAL MEETING

Evergrande Property Services Group Limited

恒大 物業集團有 限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6666)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Evergrande Property Services Group Limited (the "Company") will be held at the Island Ballroom B, Level 5, Island Shangri-la Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong, on Monday, 10 May 2021 at 10;00 a.m. to consider and, if thought fit, to pass with or without amendments, the following resolution:

ORDINARY RESOLUTION

"THAT the rules of the proposed share option scheme of the Company (a copy of which has been produced to the meeting and for the purpose of identification signed by the Chairman hereof) be and are hereby approved and the directors of the Company be and are hereby authorised to execute such documents and take such action as they deem appropriate to implement and give effect to the scheme."

By Order of the Board

Evergrande Property Services Group Limited

Zhao Changlong

Chairman

Hong Kong, 23 April 2021

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies (who must be an individual) to attend and on a poll, vote instead of him. A proxy need not be a member of the Company.
2. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be lodged with the Company's share registrar, Computershare Hong Kong Investors Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

3. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally 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 are present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members in respect of the relevant joint holding.

The executive Directors are Mr. Zhao Changlong, Mr. Hu Liang, Mr. Wang Zhen, Ms. An Lihong, and the independent non-executive Directors are Mr. Chan Chun Hung, Vincent, Mr. Victor Huang, and Mr. Guo Zhaohui.

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