Tingyi Cayman Islands : PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS, AMENDMENT OF ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

If you have sold or transferred all your shares in Tingyi (Cayman Islands) Holding Corp., you should at once hand this document and the accompanying form of proxy to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or to the transferee.

If you are in any doubt as to any aspect of this document or as to any action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

TINGYI (CAYMAN ISLANDS) HOLDING CORP.

康 師 傅 控 股 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0322)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF DIRECTORS,

AMENDMENT OF ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Tingyi (Cayman Islands) Holding Corp. to be held at the Conference Room, No. 1688 Wuzhong Road, Minhang District, Shanghai City, the People's Republic of China on Monday, 3 June 2019 at 10:00 a.m. is set out on pages 12 to 15 of this document.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's Principal Place of Business in Hong Kong at Suite 5607, 56th Floor, Central Plaza, 18 Harbour Road, 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 Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish.

*For identification purpose only

15 April 2019

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held on 3
	June 2019 at 10:00 a.m. or any adjournment thereof, the
	notice of which is set out on pages 12 to 15 of this document
"Articles"	the Articles of Association of the Company
"Board" or "Directors"	the board of Directors of the Company, or where the context
	so admits, the directors of the Company
"Company"	Tingyi (Cayman Islands) Holding Corp., a company
	incorporated in the Cayman Islands with limited liability, the
	securities of which are listed on the Main Board of the Stock
	Exchange
"Group"	the Company and its subsidiaries
"Latest Practicable Date"	8 April 2019, being the latest practicable date prior to the
	printing of this document for ascertaining certain information
	referred to in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Registrar"	the Company's share registrar in Hong Kong, Hong Kong
	Registrars Limited at Shops 1712-1716, 17th Floor, Hopewell
	Centre, 183 Queen's Road East, Hong Kong
"Sanyo"	Sanyo Foods Co., Ltd., a company incorporated in Japan with
	limited liability
"SFO"	the Securities and Futures Ordinance (Chapter 571, of the
	Laws of Hong Kong) as amended from time to time)
"Share(s)"	share(s) of US$0.005 each in the share capital of the
	Company
"Share Buy-back Mandate"	a general and unconditional mandate to exercise all powers of
	the Company to buy back Shares during the period as set out
	in the Share Buy-back Resolution up to a maximum of 10 per
	cent of the total number of shares of the Company in issue as
	at the date of the Share Buy-back Resolution
"Share Buy-back Resolution"	the proposed ordinary resolution as referred to in resolution
	number 8 of the notice of Annual General Meeting
"Shareholders"	holders of Shares

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	DEFINITIONS
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"Ting Hsin"	Ting Hsin (Cayman Islands) Holding Corp., a company
	incorporated in the Cayman Islands with limited liability

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LETTER FROM THE BOARD

TINGYI (CAYMAN ISLANDS) HOLDING CORP.

康 師 傅 控 股 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

	(Stock Code: 0322)
Executive Directors:	Hong Kong Office:
Mr. Wei Hong-Ming(Chairman)	Suite 5607
Mr. Junichiro Ida (Vice-Chairman)	56th Floor
Mr. Lin Chin-Tang	Central Plaza
Mr. Teruo Nagano	18 Harbour Road
Mr. Wei Hong-Chen	Wanchai
Mr. Koji Shinohara	Hong Kong
Independent Non-executive Directors:
Mr. Hsu Shin-Chun
Mr. Lee Tiong-Hock
Mr. Hiromu Fukada
	15 April 2019
To the shareholders of the Company
Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE AND BUY BACK SHARES,

RE-ELECTION OF DIRECTORS,

AMENDMENT OF ARTICLES OF ASSOCIATION

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

It is proposed that at the Annual General Meeting of Tingyi (Cayman Islands) Holding Corp. to be held on Monday, 3 June 2019, the notice of which is set out on pages 12 to 15 of this document, resolutions will be proposed to grant to the Directors general mandates to issue and buy back shares of US$0.005 each in the capital of the Company, to approve the re-election of directors and to amend the Articles.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

1.To attend and vote at the annual general meeting

The register of members of the Company will be closed from 29 May 2019 to 3 June 2019 (both dates inclusive). In order to determine the identity of the shareholders who are entitled to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17th floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 28 May 2019.

2.To qualify for the final dividends and special dividends

The Board has recommended the payment of a final dividend of US3.20 cents per ordinary share of the Company and a special dividend of US3.20 cents per ordinary share of the Company in respect of the year ended 31 December 2018. Subject to the approval of shareholders at the forthcoming Annual General Meeting to be held on Monday, 3 June 2019, the final dividend and the special dividend will be paid on or about 10 July 2019. Shareholders registered under the Hong Kong branch register of members on 10 June 2019 will receive their dividends in Hong Kong dollars. The Hong Kong dollars final dividend and special dividend will be based on the exchange rate of United States dollars against Hong Kong dollars to be determined on 3 June 2019, being the date of the Annual General Meeting on which the final dividend and the special dividend will be proposed to the shareholders of the Company for approval.

The register of members of the Company will be closed from 10 June 2019 to 12 June 2019 (both dates inclusive). In order to determine the identity of the shareholders who are entitled to qualify for the final dividends and special dividends, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at Shops 1712-1716, 17th floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 6 June 2019.

GENERAL MANDATE TO BUY BACK SHARES

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be granted the Share Buy-back Mandate to buy back Shares not exceeding 10% of the total number of shares of the Company in issue as at the date of the Share Buy-back Resolution.

The Share Buy-back Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or until revoked or varied by ordinary resolution of the shareholders in general meeting prior to the next annual general meeting.

An explanatory statement which contains all the information reasonably necessary to enable you to make an informed decision in relation to the proposed resolution regarding the Share Buy-back Mandate as required by the Listing Rules is set out in Appendix I to this document.

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