China Saite : Circulars - Proposals for Re-election of Retiring Directors, Granting of General Mandates to Repurchase Shares and to Issue Shares 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 of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Saite Group Company Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

CHINA SAITE GROUP COMPANY LIMITED

中 國 賽 特 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 153)

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS,

GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China Saite Group Company Limited to be held at Conference Room VI, 3rd Floor, Hotels & Preference Yixing, No. 888 Jiefang East Road, Yixing City, Jiangsu Province, the PRC on Friday, 24 May 2019 at 10:30 a.m. is set out on pages 14 to 17 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is a l s o p u b l i s h e d o n t h e w e b si t e s o f H o n g K o n g E x c h a n g e s a n d C l e a r i n g L i m i t e d (http://www.hkexnews.hk) and the Company (http://www.chinasaite.com.cn).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, 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 adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

23 April 2019

	CONTENTS
		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed granting of general mandate to repurchase Shares . . . . . . . . . . . . . . .	4
4.	Proposed granting of general mandate to issue Shares . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I - Details of the retiring Directors proposed to be
	re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . .	7
Appendix II - Explanatory statement on the Share Repurchase Mandate . . . . .		11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

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DEFINITIONS

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

''Annual General Meeting''	the annual general meeting of the Company to be held at
	Conference Room VI, 3rd Floor, Hotels & Preference
	Yixing, No. 888 Jiefang East Road, Yixing City, Jiangsu
	Province, the PRC on Friday, 24 May 2019 at 10:30 a.m. to
	consider and, if appropriate, to approve the resolutions
	contained in the notice of the meeting which is set out on
	pages 14 to 17 of this circular, or any adjournment thereof
''Articles of Association''	the articles of association of the Company
''Audit Committee''	the audit committee of the Company
''Board''	the board of Directors
''Company''	China Saite Group Company 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
''Director(s)''	the director(s) of the Company
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Issuance Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to allot, issue or deal with Shares of not
	exceeding 20% of the total number of issued Shares as at
	the date of passing of the proposed ordinary resolution
	contained in item 6 of the notice of the Annual General
	Meeting as set out on pages 14 to 17 of this circular
''Latest Practicable Date''	12 April 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Nomination Committee''	the nomination committee of the Company
''PRC''	the People's Republic of China which, for the purpose of
	this circular only, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan

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	DEFINITIONS
''Remuneration Committee''	the remuneration committee of the Company
''RMB''	Renminbi, the lawful currency of the PRC
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong) as amended, supplemented or
	otherwise modified from time to time
''Share(s)''	ordinary share(s) of HK$0.10 each in the issued capital of
	the Company or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the share
	capital of the Company, shares forming part of the ordinary
	equity share capital of the Company
''Share Repurchase Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to repurchase Shares on the Stock
	Exchange of not exceeding 10% of the total number of
	issued Shares as at the date of passing of the proposed
	ordinary resolution contained in item 5 of the notice of the
	Annual General Meeting as set out on pages 14 to 17 of this
	circular
''Shareholder(s)''	holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	the Code on Takeovers and Mergers approved by the
	Securities and Futures Commission, as amended from time
	to time
''%''	per cent.

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LETTER FROM THE BOARD

CHINA SAITE GROUP COMPANY LIMITED

中 國 賽 特 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 153)

Executive Directors:	Registered Office:
Mr. JIANG Jianqiang (Chairman)	Cricket Square
Mr. SHAO Xiaoqiang (Chief Executive Officer)	Hutchins Drive
Mr. XU Fanghua	P.O. Box 2681
	Grand Cayman KY1-1111
Independent Non-executive Directors:	Cayman Islands
Mr. XU Jiaming
Mr. LUK Chi Shing	Principal Place of Business
Mr. WU Zhongxian	in Hong Kong:
	Unit 6105
	61/F, The Center
	99 Queen's Road Central
	Hong Kong
	23 April 2019
To the Shareholders
Dear Sir/Madam,

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS,

GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETINGS

1.INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Friday, 24 May 2019.

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