Pou Sheng International : PROPOSAL FOR RE-ELECTION OF RETIRING DIRECTORS,GENERAL MANDATES TO ISSUE NEW SHARES,

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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Pou Sheng International (Holdings) Limited, you should at once hand this circular and 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 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.

POU SHENG INTERNATIONAL (HOLDINGS) LIMITED

寶 勝 國 際（ 控 股 ）有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 3813)

PROPOSAL FOR

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES,

AND TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

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

A notice convening the Annual General Meeting to be held at 10:00 a.m. on Friday, 31 May 2019 at 22nd Floor, C-Bons International Center, 108 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong is set out on pages 13 to 17 in this circular. If you are not able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding such meeting or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or its adjournment should you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.

26 April 2019

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	- PARTICULARS OF RETIRING DIRECTORS SUBJECT
	TO RE-ELECTION . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II	- EXPLANATORY STATEMENT OF THE SHARE
	REPURCHASE MANDATE . . . . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . .		13

This Circular is prepared in both English and Chinese. In the event of any inconsistency, the English text of this Circular will prevail.

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be convened at
or "AGM"	10:00 a.m. on Friday, 31 May 2019 at 22nd Floor, C-Bons
	International Center, 108 Wai Yip Street, Kwun Tong, Kowloon,
	Hong Kong, notice of which is set out on pages 13 to 17 in this
	circular
"Audit Committee"	the audit committee of the Board
"Board"	the board of Directors
"Board Diversity Policy"	the diversity policy adopted by the Board on 13 August 2013
"Bye-laws"	the bye-laws of the Company, as amended, modified or otherwise
	supplemented from time to time
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"core connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	Pou Sheng International (Holdings) Limited, a company
	incorporated in Bermuda, the Shares of which are listed on the
	Stock Exchange
"Director(s)"	director(s) of the Company from time to time
"Disclosure Committee"	the disclosure committee of the Board
"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
"Latest Practicable Date"	16 April 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Nomination Committee"	the nomination committee of the Board
"Nomination Policy for Directors"	the nomination policy for Directors adopted by the Board on 13
	November 2018

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	DEFINITIONS
"PCC"	Pou Chen Corporation, a company incorporated in Taiwan with
	limited liability whose shares are listed on the Taiwan Stock
	Exchange Corporation and which holds approximately 50.97% of
	the issued share capital of Yue Yuen
"PRC"	the People's Republic of China
"Remuneration Committee"	the remuneration committee of the Board
"Repurchase Mandate"	a general and unconditional mandate enabling the Directors to
	repurchase Shares as defined in the section headed "General
	Mandates to Issue New Shares and to Repurchase Shares"
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
"Shareholder(s)" or "Member(s)"	holder(s) of the Share(s)
"Share Award Scheme"	the share award scheme of the Company adopted on 9 May 2014
	and amended on 11 November 2016
"Share Option Scheme"	the share option scheme of the Company adopted on 14 May 2008
	and amended on 7 March 2012 and expired on 14 May 2018
"Shares Issue Mandate"	a general and unconditional mandate enabling the Directors to
	issue new Shares as defined in the section headed "General
	Mandates to Issue New Shares and to Repurchase Shares"
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed to it under the Listing Rules
"substantial shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"Takeovers Code"	The Code on Takeovers and Mergers of Hong Kong as
	administered by the Securities and Futures Commission of Hong
	Kong as amended, supplemented or otherwise modified from time
	to time
"Yue Yuen"	Yue Yuen Industrial (Holdings) Limited, a company incorporated
	in Bermuda, the shares of which are listed on the Stock Exchange,
	and a substantial shareholder of the Company holding
	approximately 61.81% of the issued Shares
"%"	per cent.

References to time and dates in this circular are Hong Kong time and dates.

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LETTER FROM THE BOARD

POU SHENG INTERNATIONAL (HOLDINGS) LIMITED

寶 勝 國 際（ 控 股 ）有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 3813)

Board of Directors:	Registered Office:
Executive Directors	Clarendon House
Wu, Pan-Tsu(Chairman)	2 Church Street
Lee, Shao-Wu (Chief Executive Officer)	Hamilton HM 11

Non-executive Directors	Head Office and Principal Place
Tsai Patty, Pei Chun	of Business:
Li I-nan	22nd Floor, C-Bons International Center
	108 Wai Yip Street
Independent Non-executive Directors	Kwun Tong
Chen, Huan-Chung	Kowloon
Hsieh, Wuei-Jung	Hong Kong
Feng Lei Ming
	26 April 2019
To the Shareholders
Dear Sir or Madam,

PROPOSAL FOR

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES,

AND TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM for the approval of, inter alia:

(a)re-electionof retiring Directors; and

(b)the grant to the Directors of the Shares Issue Mandate to issue new Shares, the extension of Shares Issue Mandate and the Repurchase Mandate to repurchase Shares.

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