Asian Citrus : + 22/11/2018 Circulars 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 about any aspects of this circular or as to the action to be taken, you should consult your licensed dealer in securities, 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 together with the accompanying form of proxy (as applicable) 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 ԭݲ؈ุછٰϞࠢʮ̡ *

(Incorporated in Bermuda with limited liability)

(Stock Code: 73)

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

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".

A notice convening an annual general meeting of the Company to be held at Unit Conference Centre, Level 10, United Centre, 95 Queensway, Admiralty, Hong Kong on Thursday, 27 December 2018 at 9:00 a.m. (Hong Kong time) is set out on pages 9 to 11 of this circular.

If you are a Shareholder and are not able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and any power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney, to 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 holding the AGM, 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 Thursday, 20 December 2018.

Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM, or any adjournment thereof, should they so wish and in such event the form of proxy shall be deemed to be revoked.

* For identification purpose only

23 November 2018

CONTENTS
Page
DEFINITIONS ......................................................	1-2
LETTER FROM THE BOARD .........................................	3-6
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
AnnualReports .................................................	4
Re-election of Retiring Directors ....................................	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
VotingbyPoll ..................................................	5
Responsibility Statement ..........................................	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
GeneralInformation ..............................................	6

APPENDIX I

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BIOGRAPHICAL DETAILS OF THE RETIRING

DIRECTORS PROPOSED FOR RE-ELECTION ........ 7-8

NOTICE OF ANNUAL GENERAL MEETING

............................. 9-11

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at
Unit Conference Centre, Level 10, United Centre, 95
Queensway, Admiralty, Hong Kong on Thursday, 27
December 2018 at 9:00 a.m. (Hong Kong time);
"AGM Notice"	the notice convening the AGM, a copy of which is set out
on pages 9 to 11 of this circular;
"Board"	the board of Directors;
"Bye-Laws"	the Restated Bye-Laws of the Company;
"Company"	Asian Citrus Holdings Limited, a company incorporated in
Bermuda with limited liability and the issued Shares of
which are listed on HKEx;
"controlling shareholder(s)"	has the meaning ascribed thereto under the Hong Kong
Listing Rules;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its Subsidiaries;
"HKEx"	The Stock Exchange of Hong Kong Limited;
"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;
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on the HKEx,
as amended from time to time;
"Latest Practicable Date"	20 November 2018, being the latest practicable date prior
to the printing of this circular for ascertaining certain
information contained herein;
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
Laws of Hong Kong, as amended from time to time;
"Share(s)"	ordinary share(s) of HK$0.01 each in the capital of the
Company;
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DEFINITIONS
"Shareholder(s)"	registered holder(s) of (a) Share(s);
"Subsidiary(ies)"	has the meaning ascribed thereto under the Hong Kong
Listing Rules;
"substantial shareholder(s)"	has the meaning ascribed thereto under the Hong Kong
Listing Rules;
"UK"	United Kingdom; and
"%"	per cent.
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LETTER FROM THE BOARD

ASIAN CITRUS HOLDINGS LIMITED ԭݲ؈ุછٰϞࠢʮ̡ *

(Incorporated in Bermuda with limited liability)

(Stock Code: 73)

Executive Directors:	Registered Office:
Mr. Ng Ong Nee (Chairman and Chief Executive Officer)	Clarendon House
Mr. Ng Hoi Yue (Deputy Chief Executive Officer)	2 Church Street
Hamilton HM 11
Non-executive Director:	Bermuda
Mr. He Xiao Hong
Principal Place of Business
Independent Non-executive Directors:	in Hong Kong:
Mr. Chung Koon Yan	1/F., Ching Cheong Industrial Building
Dr. Lui Ming Wah, PhD, SBS, JP	1-7 Kwai Cheong Road
Mr. Yang Zhen Han	Kwai Chung, New Territories
Hong Kong
23 November 2018
To the Shareholders
Dear Sir or Madam,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information reasonably necessary for them to make a decision on whether to vote for or against the resolutions to be proposed at the AGM for the approval of, amongst other matters, the re-election of the retiring Directors.

* For identification purpose only

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