Haichang Ocean Park : PROPOSALS FOR (1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES (2) RE-ELECTION OF DIRECTORS AND N

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt 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 Haichang Ocean Park Holdings Ltd., you should at once hand this circular, together with the accompanying 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 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.

Haichang Ocean Park Holdings Ltd.

海昌海洋公園控股有限公司

(incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 2255)

PROPOSALS FOR

(1)GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(2)RE-ELECTIONOF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 4 to 8 of this circular. A Notice convening the Annual General Meeting to be held at East Room, 23/F., Mandarin Oriental, 5 Connaught Road Central, Hong Kong on Thursday, 6 June 2019 at 3:00 p.m. is set out on pages 16 to 20 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Whether or not you intend to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and deliver it to the Hong Kong share registrar of the Company, 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 holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude any shareholder from attending and voting in person at the annual general meeting if they so wish and in such event the form of proxy shall be deemed to be revoked. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.haichangoceanpark.com.

30 April 2019

	CONTENTS
		Page
DEFINITIONS . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	− DETAILS OF DIRECTORS STANDING
	FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II	− EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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DEFINITIONS

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

"Annual General Meeting"	means the annual general meeting of the Company for the
	year 2018 to be held at East Room, 23/F., Mandarin
	Oriental, 5 Connaught Road Central, Hong Kong on
	Thursday, 6 June 2019 at 3:00 p.m., to consider and, if
	appropriate, to approve the resolutions contained in the
	Notice, or any adjournment thereof
"Articles of Association"	means the articles of association of the Company, as
	amended, supplemented and/or otherwise modified from
	time to time
"Board"	means the board of Directors
"close associate(s)"	has the same meaning ascribed thereto under the Listing
	Rules
"Company"	means Haichang Ocean Park Holdings Ltd. (海昌海洋公
	園控股有限公司), an exempted company incorporated in
	the Cayman Islands with limited liability on 21
	November 2011
"Companies Law"	means the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
"Controlling Shareholder(s)"	has the meaning ascribed thereto under the Listing Rules,
	including any person or group of persons who are entitled
	to exercise 30% or more of the voting power at the
	Company's general meeting or are in a position to control
	the composition of a majority of the Board
"core connected person"	has the same meaning ascribed thereto under the Listing
	Rules
"Director(s)"	means the director(s) of the Company
"Extension Mandate"	means a general and unconditional mandate proposed to
	be granted to the Directors at the Annual General Meeting
	to extend the Issue Mandate by an amount representing
	the aggregate amount of Shares repurchased under the
	Repurchase Mandate set out as resolution 4(C) in the
	Notice

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	DEFINITIONS
"Group"	means the Company and its subsidiaries
"HK$"	means Hong Kong dollar, the lawful currency of Hong
	Kong
"Hong Kong"	means the Hong Kong Special Administrative Region of
	the People's Republic of China
"Issue Mandate"	means a general and unconditional mandate proposed to
	be granted to the Directors to exercise all powers of the
	Company to allot, issue, grant, distribute and otherwise
	deal in Shares not exceeding 20% of the aggregate
	nominal amount of the share capital of the Company in
	issue as at the date of passing of ordinary resolution 4(A)
	in the Notice (such mandate to be extended to Shares with
	the number of any Shares repurchased by the Company
	pursuant to the Repurchase Mandate)
"Latest Practicable Date"	means 23 April 2019, being the latest practicable date
	prior to the printing of this circular for ascertaining
	certain information contained in this circular
"Listing Rules"	means the Rules Governing the Listing of Securities on
	the Stock Exchange, as amended, supplemented and/or
	otherwise modified from time to time
"Notice"	means the notice convening the Annual General Meeting
	as set out in pages 16 to 20 of this circular
"PRC"	means the People's Republic of China, and for the
	purpose of this circular, excluding Hong Kong, the
	Macau Special Administrative Region of the People's
	Republic of China and Taiwan
"Qu's Family Trust"	means a discretionary trust whose trustee, BNP Paribas
	Singapore Trust Corporation Limited indirectly holds the
	entire issued share capital of Haichang Group Limited
	(海昌集團有限公司), which owns 1,684,092,524 Shares
	and is a Controlling Shareholder

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	DEFINITIONS
"Repurchase Mandate"	means a general and unconditional mandate proposed to
	be granted to the Directors at the Annual General Meeting
	to exercise all powers of the Company to repurchase
	Shares on the Stock Exchange not exceeding 10% of the
	aggregate nominal amount of the share capital of the
	Company in issue as at the date of passing of ordinary
	resolution 4(B) in the Notice
"SFO"	means the Securities and Futures Ordinance (Chapter 571
	of the Laws of Hong Kong), as amended, supplemented
	and/or otherwise modified from time to time
"Shareholder(s)"	means the holder(s) of the Share(s)
"Shares"	means ordinary shares of nominal value of US$0.0001
	each in the share capital of the Company
"Stock Exchange"	means The Stock Exchange of Hong Kong Limited
"Takeovers Code"	means the Hong Kong Code on Takeovers and Mergers,
	as amended, supplemented and/or otherwise modified
	from time to time
"%"	means per cent.

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