Quali Smart : Circular - GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES/RE-ELECTION OF DIRECTORS/REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT/PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND NOTICE OF ANNUAL GENERAL MEETING

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.

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Quali-Smart Holdings Limited, you should at once hand this circular and the accompanying 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. QUALI-SMART HOLDINGS LIMITED

滉 達 富 控 股 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1348) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Quali-Smart Holdings Limited (the "Company") to be held at Unit 101, First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong on Thursday, 7 September 2017 at 10:00 a.m. (the "AGM") is set out on pages 15 to 20 of this circular.

Whether or not you are able to attend and vote at the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

* For identification purpose only

3 August 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Refreshment of Scheme Mandate Limit under the Share Option Scheme . . . . . . . . . . . . . . . . 5

Proposed Increase in Authorised Share Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 APPENDIX II - BIOGRAPHIES OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED 12 NOTICE OF ANNUAL GENERAL MEETING 15

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

"AGM" the annual general meeting of the Company to be held at Unit 101, First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong, on Thursday, 7 September, 2017 at 10:00 a.m.

"Articles of Association" the articles of association of the Company

"associate(s)" has the meaning ascribed thereto under the Listing Rules

"Board" the board of Directors of the Company

"Company" Quali-Smart Holdings Limited (stock code: 1348)

"connected person(s)" has the meaning ascribed thereto under the Listing Rules

"Directors" the directors of the Company

"Existing Scheme Mandate Limit" 128,478,000 Shares (adjusted for the Share Sub-division),

being the maximum number of options that may be granted by the Company pursuant to the Share Option Scheme pursuant to the refreshment of the Scheme Mandate Limit approved by way of an ordinary resolution passed in the annual general meeting of the Company held on 28 August 2015

"Group" the Company and its subsidiaries

"HK$" Hong Kong Dollars, the lawful currency of the HKSAR

"Hong Kong" or "HKSAR" the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date" 31 July 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information disclosed herein

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

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"Repurchase Mandate" the general mandate to be granted to the Directors to exercise

the power of the Company to repurchase Share up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing resolution no. 8 set out in the notice convening the AGM

"Scheme Mandate Limit" the maximum number of options (excluding, for this purpose,

options which have lapsed in accordance with the terms of the Share Option Scheme and any other share option scheme of the Group) that may be granted by the Company pursuant to the Share Option Scheme which initially shall not in aggregate exceed 10% of the number of Shares in issue as at the time dealings in the Shares first commence on the Stock Exchange and thereafter, if refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the refreshment of Scheme Mandate Limit by the Shareholders

"Share Option Scheme" the share option scheme of the Company adopted by a

resolution in writing passed by the Shareholders on 3 January 2013

"Shareholder(s)" holder(s) of Shares

"Share Sub-division" the sub-division of each one (1) issued and unissued share of US$0.0001 each in the share capital of the Company into four

(4) Shares as approved by way of an ordinary resolution in an extraordinary general meeting of the Company held on 12 January 2016

"Shares" the ordinary shares of US$0.000025 each in the capital of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" The Hong Kong Code on Takeovers and Mergers

"US$" United States Dollars, the lawful currency of the United States of America

"%" per cent

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