Tenfu Cayman : RENEWAL OF CONTINUING CONNECTED TRANSACTIONS AND NOTICE OF EXTRAORDINARY 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 your licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tenfu (Cayman) Holdings 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, 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.

Tenfu (Cayman) Holdings Company Limited

天 福 ( 開 曼 ) 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6868)

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee

and the Independent Shareholders

A letter from the Board is set out on pages 5 to 12 of this circular and a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders is set out on page 13 of this circular. A letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 25 of this circular.

A notice convening the EGM to be held at Empire Room I, 1/F, Empire Hotel Hong Kong Wanchai, 33 Hennessy Road, Wanchai, Hong Kong on Tuesday, 14 May 2019 at 10:30 a.m., or if later, immediately after the conclusion of the AGM, is set out on pages 35 to 36 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.tenfu.com).

Whether or not you are able to attend the EGM, 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, 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 the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment should you so wish.

18 April 2019

		CONTENTS
			Page
Definitions . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . .			13
Letter from Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			14
Appendix I	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Notice of EGM .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35

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DEFINITIONS

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

"2016 Samoa Master Purchase	the purchase agreement entered into between the
Agreement"	Company and Samoa Company dated 1 November 2016,
	pursuant to which the Company agreed to purchase or
	procure members of the Group to purchase tea leaves
	from Samoa Group for a term of three years commencing
	on 1 January 2017 to 31 December 2019;
"AGM"	the annual general meeting of the Company to be held at
	Empire Room I, 1/F, Empire Hotel Hong Kong Wanchai,
	33 Hennessy Road, Wanchai, Hong Kong on Tuesday, 14
	May 2019 at 10:00 a.m., or any adjournment thereof;
"associate"	has the meaning ascribed to it under the Listing Rules;
"Board"	the board of Directors;
"Company"	Tenfu (Cayman) Holdings Company Limited (天福(開曼)
	控股有限公司), an exempted company incorporated with
	limited liability under the laws of the Cayman Islands on
	22 April 2010;
"core connected person"	has the meaning ascribed to it under the Listing Rules;
"Director(s)"	the director(s) of the Company;
"EGM"	the extraordinary general meeting of the Company to be
	held at Empire Room I, 1/F, Empire Hotel Hong Kong
	Wanchai, 33 Hennessy Road, Wanchai, Hong Kong on
	Tuesday, 14 May 2019 at 10:30 a.m., or if later,
	immediately after the conclusion of the AGM to approve
	the Renewed Samoa Master Purchase Agreement and the
	continuing connected transactions contemplated
	thereunder (including the Renewed Annual Caps);
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;

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DEFINITIONS

"Independent Board Committee"	an independent committee of the Board, comprising all
	the independent non-executive Directors, established to
	advise the Independent Shareholders in relation to the
	Renewed Samoa Master Purchase Agreement and the
	continuing	connected	transactions	contemplated
	thereunder;
"Independent Financial Adviser"	Halcyon Capital Limited, a corporation licensed under
	the SFO to carry on type 1 (dealing in securities), type 4
	(advising on securities) and type 6 (advising on corporate
	finance) regulated activities under the SFO, and the
	independent financial adviser appointed to advise the
	Independent Board Committee and the Independent
	Shareholders in respect of the continuing connected
	transactions contemplated under the Renewed Samoa
	Master Purchase Agreement (including the Renewed
	Annual Caps);
"Independent Shareholders"	Shareholders independent of Mr. Lee Chia Ling and his
	associates and not interested in the continuing connected
	transactions contemplated under the Renewed Samoa
	Master Purchase Agreement;
"Latest Practicable Date"	16 April 2019, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information for inclusion in this
	circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange;
"Lu Yu"	陸羽茶藝股份有限公司 (Lu Yu Tea Artcraft Co., Ltd.*), a
	company incorporated on 24 August 1980 in Taiwan with

limited liability, whose principal business is development and sale of tea ware in Taiwan and exclusively to 漳州天 福茶業有限公司 (Zhangzhou Tianfu Tea Industry Co., Ltd.*) in the PRC on a wholesale basis, and is beneficially owned as to 83.75% by Ms. Zhou Nannan, the spouse of Mr. Lee Chia Ling (a substantial shareholder of the Company and a Director), 10% by Mr. Tsai Shan Jen, the cousin of Mr. Lee Chia Ling, and 6.25% by Mr. Lee Rie-Ho (a substantial shareholder of the Company and a Director), respectively;

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	DEFINITIONS
"PRC"	the People's Republic of China, excluding Taiwan, Hong
	Kong and Macao Special Administrative Region for the
	purpose of this circular;
"Renewed Annual Caps"	the proposed renewed annual caps under the Renewed
	Samoa Master Purchase Agreement of RMB155,000,000,
	RMB170,000,000 and RMB187,000,000 for the three
	years ending on 31 December 2022, respectively;
"Renewed Samoa Master	the purchase agreement entered into between the
Purchase Agreement"	Company and the Samoa Company dated 27 March 2019
	on terms and conditions similar to the 2016 Samoa
	Master Purchase Agreement, pursuant to which the
	Company agreed to purchase or procure members of the
	Group to purchase tea leaves from the Samoa Group for
	a period of three years commencing on 1 January 2020 to
	31 December 2022;
"Retained Manufacturing	the manufacturing and processing of tea leaves and tea
Business"	products business conducted in the PRC by the Samoa
	Company and its subsidiaries;
"Retained Sales Business"	the distribution and sale of tea ware business conducted
	in Taiwan by Lu Yu and its subsidiaries;
"Retained Ten Ren Business"	the research and development, marketing and sale of tea
	leaves, tea snacks and tea ware business conducted in
	Taiwan under principally the "天仁" brand by Ten Ren
	and its subsidiaries and the franchising, marketing and
	sale of tea leaves, tea snacks and tea products business
	under the "天仁" brand in the United States and Canada
	by Ten Ren and its subsidiaries;
"Retained Uncle Lee Business"	the business of marketing and sale of tea bags under the
	"Uncle Lee's" brand by Uncle Lee's Tea Inc. in North
	America and Europe;
"RMB"	Renminbi, the lawful currency of the PRC;
"Samoa Company"	Tenfu Group (Samoa) Holdings Company Limited, a
	limited liability company incorporated in Samoa, which
	is engaged in the manufacturing and processing of tea
	leaves in the PRC through its PRC subsidiaries and
	wholly owned by Mr. Lee Chia Ling;

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