Asian Citrus : + 16/04/2019 Circulars VERY SUBSTANTIAL DISPOSAL IN RELATION TO DISPOSAL OF SUBSIDIARIES AND NOTICE OF SPECIAL 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 what action is 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 Asian Citrus Holdings Limited, you should at once hand this circular 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.

ASIAN CITRUS HOLDINGS LIMITED

亞洲果業控股有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 73)

VERY SUBSTANTIAL DISPOSAL

IN RELATION TO

DISPOSAL OF SUBSIDIARIES

AND

NOTICE OF SPECIAL GENERAL MEETING

Financial Adviser to the Company

Capitalized terms used in the lower portion of this cover page shall have the same respective meanings as those defined in the section headed "Definitions" in this circular.

A letter from the Board is set out on pages 4 to 21 of this circular.

A notice convening the SGM to be held at United Conference Centre, Level 10, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 9 May 2019 at 9:00 a.m. is set out on pages 72 and 74 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. If you are a Shareholder and are not able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the office of the Company's branch share registrars, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM, or to Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom by 5:00 p.m. (UK time) on Monday, 6 May 2019 or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish and, in such event, the form of proxy shall be deemed to be revoked.

* For identification purposes only

17 April 2019

CONTENTS

			Page
Definitions . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-3
Letter from the Board		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4-21
Appendix I	-	Financial Information of the Group . . . . . . . . . . . . . . . . . . . .	22-36
Appendix II	-	Financial Information of Disposal Group . . . . . . . . . . . . . . . .	37-52
Appendix III	-	Unaudited Pro Forma Financial Information of
		The Remaining Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53-63
Appendix IV	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	64-71
Notice of SGM .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72-74

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DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise.

"Agriculture Company"	Guangxi Hepu Guanhua Agriculture Co., Ltd.* (廣西合浦
	冠華農業有限公司)
"Allegations"	has the meaning ascribed to it in the announcement of the
	Company dated 27 January 2017
"Assumed Debt"	all the indebtedness owing by the Vendor to the Target
	Company as at Completion, which is unsecured and
	interest free
"Announcement"	the announcement of the Company dated 21 January 2019
	in relation to, among other things, the Sale and Purchase
	Agreement and the Disposal
"Beihai Perfuming Garden"	Beihai Perfuming Garden Juice Co., Ltd.* (北海市果香園
	果汁有限公司), a company incorporated in the PRC with
	limited liability and a non-wholly-owned subsidiary of the
	Target Company
"Board"	the board of Directors
"Business Day"	a day (other than a Saturday, Sunday and public holiday) on
	which licensed banks are generally open for business in
	Hong Kong throughout their normal business hours
"BVI"	the British Virgin Islands
"Company"	Asian Citrus Holdings Limited, a company incorporated in
	Bermuda with limited liability and whose shares are listed
	on the Main Board of the Stock Exchange (Stock Code: 73)
"Completion"	completion of the Disposal in accordance with the terms
	and conditions of the Sale and Purchase Agreement
"Completion Date"	the date on which Completion takes place
"connected person"	has the meaning ascribed to it under the Listing Rules
"Consideration"	the consideration of RMB5.0 million payable by the
	Purchaser in respect of the disposal of the Sale Shares by
	the Vendor pursuant to the Sale and Purchase Agreement
"Deconsolidation"	deconsolidation of the PRC Subsidiaries since 1 July 2015
	due to the Target Company's inability to access the
	financial, legal and administration records of the PRC
	Subsidiaries for the years ended 30 June 2016, 2017 and
	2018

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	DEFINITIONS
"Director(s)"	director(s) of the Company
"Disposal"	the conditional disposal of the Sale Shares by the Vendor to
	the Purchaser and the conditional transfer and novation of
	the Assumed Debt by the Vendor and assumption by the
	Purchaser pursuant to the Sale and Purchase Agreement
"Disposal Group" or	the Target Company and its subsidiaries
"Target Group"
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Independent Third Party"	any person or company and its ultimate beneficial owner(s)
	who, to the best of the Directors' knowledge, information
	and belief having made all reasonable enquiries, are not
	connected persons of the Company and are third parties
	independent of the Company and its connected persons in
	accordance with the Listing Rules
"Latest Practicable Date"	12 April 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain
	information referred to in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Long Stop Date"	30 June 2019, or such later time or date as may be agreed
	between the Vendor and the Purchaser in writing
"Lucky Team Hepu"	Lucky Team Biotech Development (Hepu) Limited* (利添
	生物科技發展（合浦）有限公司)
"MOU"	the memorandum of understanding in relation to the
	Disposal entered into between the Vendor and the
	Purchaser on 7 December 2017
"PRC"	the People's Republic of China, and for the purpose of this
	circular only, excluding Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"PRC Subsidiaries"	members of the Target Group which are incorporated in the
	PRC, including but not limited to Beihai Perfuming Garden
	and Tianyang Perfuming Garden
"Purchaser"	Mr. Zhou Jianjun, a PRC citizen

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	DEFINITIONS
"Remaining Group"	the Group other than the Disposal Group
"RMB"	Renminbi, the lawful currency of the PRC
"Sale and Purchase Agreement"	the sale and purchase agreement dated 21 January 2019
	entered into between the Vendor and the Purchaser relating
	to the sale and purchase of the Sale Shares and the transfer,
	novation and assumption of the Assumed Debt thereunder
	and under the deed of debt transfer among the Vendor, the
	Purchaser and the Target Company
"Sale Shares"	10,000 ordinary shares of HK$0.1 each in the capital of the
	Target Company, representing all the issued share capital
	of the Target Company
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
"SGM"	the special general meeting of the Company to be convened
	for the purpose of approving, among other matters, the Sale
	and Purchase Agreement and the Disposal contemplated
	thereunder
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Share(s)"	ordinary share(s) of the Company
"Shareholder(s)"	holder(s) of the share(s) of the Company
"Target Company"	BPG Food & Beverage Holdings Ltd., a company
	incorporated in the Cayman Islands with limited liability
"Tianyang Perfuming Garden"	Tianyang Perfuming Garden Food Industrial Co., Ltd.* (田
	陽果香園食品工業有限公司), a company incorporated in
	the PRC with limited liability and a wholly-owned
	subsidiary of the Target Company
"UK"	the United Kingdom
"Vendor"	A-One Success Limited, a company incorporated in the
	BVI with limited liability and a wholly-owned subsidiary
	of the Company
"%"	per cent
* For identification purposes only

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