Aidigong Maternal & Child Health : GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES RE-ELECTION OF DIRECTORS RE-APPOINTMENT OF AUDITOR AND NOTICE OF ANNUAL 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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Aidigong Maternal & Child Health Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

愛 帝 宮 母 嬰 健 康 股 份 有 限 公 司

AIDIGONG MATERNAL & CHILD HEALTH LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 286)

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

RE-ELECTION OF DIRECTORS

RE-APPOINTMENT OF AUDITOR AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of Annual General Meeting to be held at Unit E, 28/F., YHC Tower, 1 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong on Tuesday, 8 June 2021 at 4:00 p.m. is set out on pages 17 to 21 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed together with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time for holding the Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting:

• compulsory temperature checks
• submission of health declaration form - anyone who is subject to quarantine, has any flu-like symptoms, has travelled overseas within 14 days immediately before the Annual General Meeting, or has close contact with any person under quarantine or with recent travel history will not be permitted to attend the Annual General Meeting
• recommended wearing of surgical face masks
• no provision of souvenir or gift
• no provision of refreshments or drinks

Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting venue, at the Company's discretion to the extent permitted by law. For the health and safety of shareholders, the Company would like to encourage shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy instead of attending the Annual General Meeting in person.

30 April 2021

		CONTENTS
			Page
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-appointment of Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Right to Demand a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II	-	Details of Directors Proposed for Re-election . . . . . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

Should there be any discrepancy between the English and Chinese versions, the English version shall prevail.

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue;
2. all Shareholders, proxies and other attendees are required to complete and submit at the entrance of the Annual General Meeting venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or to their best knowledge have not had physical contact with any person who has recently travelled to, any affected countries or areas outside of Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days. Any person who is subject to quarantine, has any flu-like symptoms, has travelled overseas within 14 days immediately before the Annual General Meeting, or has close contact with any person under quarantine or with recent travel history or does not comply with this declaration requirement may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue;
3. the Company encourages attendees to wear surgical face masks inside the Annual General Meeting venue at all times, and to maintain a safe distance between seats; and
4. no refreshments or drinks will be served, and there will be no souvenirs or gifts.

To the extent permitted under law, the Company reserves the right to deny entry into the Annual General Meeting venue or require any person to leave the Annual General Meeting venue in order to ensure the safety of the attendees at the Annual General Meeting.

In the interest of all Shareholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

The proxy form is attached to this circular for Shareholders who opt to receive physical circulars. Alternatively, the proxy form can be downloaded from the website of the Company at http://www.aidigong.hk or HKExnews at www.hkexnews.hk. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- ii -

DEFINITIONS

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

"Aidigong"深圳愛帝宮母嬰健康管理股份有限公司 (Shenzhen Aidigong Maternity Health Management Co., Ltd.*), a joint stock company established under the laws of the PRC with limited liability, and an indirect subsidiary of the Company as at the Latest Practicable Date

"Annual General Meeting"the annual general meeting of the Company to be held at Unit E, 28/F., YHC Tower, 1 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong on Tuesday, 8 June 2021 at 4:00 p.m. or any adjournment thereof (as the case may be), notice of which is set out on pages 17 to 21 of this circular

"Board"

"Bye-laws"

"Champion Dynasty"

the board of Directors

the bye-laws of the Company

Champion Dynasty Limited, a company incorporated in the British Virgin Islands with limited liability and the Company's substantial shareholder

"Company"	Aidigong Maternal & Child Health Limited, an exempted
	company incorporated in Bermuda with limited liability, the
	Shares of which are listed on the main board of the Stock
	Exchange

"Director(s)"

"Group"

"HK$"

"Hong Kong"

"Issue Mandate"

the director(s) of the Company from time to time

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

a general mandate to issue, allot and deal with new Shares not exceeding 20% of the total number of the issued share capital of the Company as at the date of passing of the ordinary resolution in relation thereto

- 1 -

DEFINITIONS

"Latest Practicable Date"26 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

"Listing Rules"

"Members"

"PRC"

"Repurchase Mandate"

the Rules Governing the Listing of Securities on the Stock Exchange

A duly registered holder from time to time of the Shares in the capital of the Company

the People's Republic of China

a general and unconditional mandate to the Directors to exercise the power of the Company to repurchase issued and fully-paid up Shares in the share capital of the Company up to a maximum of 10% of the total number of the issued share capital of the Company as at the date of passing of the ordinary resolution in relation thereto

"SFO"

"Share(s)"

"Shareholder(s)"

"Stock Exchange"

"Takeovers Code"

"%"

the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

the ordinary share(s) of HK$0.01 each in the share capital of the Company

the holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

The Codes on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission

per cent.

In this circular, the terms "close associate", "core connected person", "controlling shareholder" and "substantial shareholder" have the same meanings given to such terms in the Listing Rules, unless the context otherwise requires.

- 2 -

LETTER FROM THE BOARD

愛 帝 宮 母 嬰 健 康 股 份 有 限 公 司

AIDIGONG MATERNAL & CHILD HEALTH LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 286)

Executive Directors	Registered Office:
Ms. Zhu Yufei	Clarendon House
(Joint Chairman and Chief Executive Officer)	2 Church Street
Mr. Cheung Wai Kuen (Joint Chairman)	Hamilton HM 11
Mr. Lin Jiang	Bermuda
Mr. Li Runping
	Principal Office in Hong Kong:
Non-executive Directors	Unit E, 28th Floor, YHC Tower,
Mr. Wong Kin Man	1 Sheung Yuet Road,
Mr. Yang Zhibo	Kowloon Bay, Kowloon
	Hong Kong
Independent non-executive Directors
Mr. Lam Chi Wing
Mr. Mai Yang Guang
Mr. Wong Yiu Kit, Ernest
	30 April 2021
To the Shareholders
Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

RE-ELECTION OF DIRECTORS

RE-APPOINTMENT OF AUDITOR AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the notice of the Annual General Meeting as set out on pages 17 to 21 of this circular, and information regarding resolutions to be proposed at the Annual General Meeting to enable the Shareholders to make an informed decision on whether to vote for or against those resolutions.

- 3 -

LETTER FROM THE BOARD

The resolutions include:

1. approving the audited consolidated financial statements, Directors' report and the report of auditors of the Company for the year ended 31 December 2020;
2. approving the re-election of Directors and the Board's authorisation to fix Directors' remuneration;
3. approving the re-appointment of auditor of the Company;
4. granting to the Directors the Repurchase Mandate; and
5. granting to the Directors a general and unconditional mandate
6. 1. to issue further Shares of up to 766,183,001 Shares (i.e. not more than 3,830,915,008 x 20%), representing no more than 20% of the total number of the issued share capital of the Company as at the date of passing of the relevant resolution; and
   2. to issue Shares not exceeding the total number of share capital of the Company repurchased pursuant to the Repurchase Mandate.

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed for the purpose of granting the Directors the Repurchase Mandate subject to the criteria set out in this circular. The maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the total number of the issued share capital of the Company as at the date of passing of the relevant resolution subject to the Listing Rules. The Repurchase Mandate will lapse on the earliest of, the date of the next annual general meeting, or the date by which the next annual general meeting of the Company is required to be held by laws and/or the Bye-laws, or the date upon which such authority is revoked or varied by ordinary resolution of the Company in general meeting.

In accordance with the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution of granting the Directors the Repurchase Mandate which is set out in the Appendix I to this circular.

- 4 -

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE NEW SHARES

At the Annual General Meeting, an ordinary resolution will be proposed for the purpose of granting the Directors the Issue Mandate representing up to 20% of the total number of the issued share capital of the Company as at the date of passing of the relevant resolution.

Subject to the passing of the aforesaid ordinary resolutions of the Repurchase Mandate and the Issue Mandate, an ordinary resolution will also be proposed to authorise the Directors to issue new Shares in an amount not exceeding the total number of the Shares repurchased pursuant to the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

Pursuant to Bye-law 87 of the Bye-laws, Ms. Zhu Yufei, Mr. Lin Jiang and Mr. Mai Yang Guang will retire from office by rotation as Directors at the Annual General Meeting and being eligible, offer themselves for re-election.

In accordance with the nomination policy of the Company and the objective criteria (including without limitation, gender, age, ethnicity, cultural and educational background, professional experiences and knowledge) with due regard for the benefits of diversity, as set out under the board diversity policy of the Company, the Board (other than the retiring Directors in reviewing their own profile) has reviewed the re-election of the Directors through:

1. evaluating the performance and contribution of the retiring Directors during the last financial year of the Company and the period thereafter up to the date of evaluation; and
2. assessing the independence of the independent non-executive Directors and considered whether they remained independent and suitable to continue to act in such roles.

After due evaluation and assessment, the Board (other than the retiring Directors in reviewing their own profile) is of the view that the performance of the retiring Directors was satisfactory and contributed effectively to the operation of the Board, and based on the information available to the Board and the annual written independence confirmation received from the independent non-executive Director, the Board was satisfied that they, namely, Mr. Mai Yang Guang

1. fulfill the requirements of an independent non-executive Director as stipulated under Rule 3.13 of the Listing Rules; (ii) is the person of integrity and independent in character and judgement; and

1. he has satisfactorily discharged his duties since his respective appointment and believes that his reappointment as independent non-executive Director at the Annual General Meeting would contribute to the corporate governance standards of the Group and contribute the board diversity of the Group based on his skills and experience.

- 5 -

LETTER FROM THE BOARD

In addition, the Board is of the view that the performance of each of the retiring Directors was satisfactory and they had contributed to the Company and it is in the interests of the Company and the Shareholders as a whole that they continue to serve the Company.

Details of the above Directors are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

RE-APPOINTMENT OF AUDITOR

HLB Hodgson Impey Cheng Limited will retire as the auditor of the Company at the Annual General Meeting and, being eligible, offer themselves for re-appointment.

The Board proposes to re-appoint HLB Hodgson Impey Cheng Limited as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 17 to 21 of this circular. At the Annual General Meeting, in addition to the ordinary business of the meeting, resolutions will be proposed to approve the Repurchase Mandate, the Issue Mandate as well as the extension of the Issue Mandate to the Shares repurchased pursuant to the Repurchase Mandate.

A form of proxy for the Annual General Meeting is enclosed together with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy and return it to the Company's branch registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, in accordance with the instructions printed thereon as soon as practicable but in any event not later than 48 hours before the time for holding the Annual General Meeting. The relevant record date to determine the entitlement of Shareholders to attend and vote at the Annual General Meeting is Tuesday, 8 June 2021. Completion and return of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish.

- 6 -

LETTER FROM THE BOARD

RIGHT TO DEMAND A POLL

Pursuant to Bye-law 66 of the Bye-laws, a resolution put to the vote at any general meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

1. the chairman of the meeting; or
2. at least three Members present in person or by proxy for the time being entitled to vote at the meeting; or
3. a Member or Members present in person or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or
4. a Member or Members present in person or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right; or
5. if required by the Listing Rules, any Director or Directors who, individually or collectively, hold proxies in respect of Shares representing 5% or more of the total voting rights at the meeting.

Pursuant to Rule 13.39(4) of the Listing Rules, the vote of Shareholders at a general meeting must be taken by poll. Therefore, the chairman of the Annual General Meeting will demand all resolutions proposed thereat be taken by poll.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters, the omission of which would make any statement herein or this circular misleading.

- 7 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the view that proposals regarding the granting of the Repurchase Mandate, the Issue Mandate, the extension of the Issue Mandate to the Shares repurchased pursuant to the Repurchase Mandate, the re-election of Directors and the re-appointment of auditor of the Company are in the best interests of the Company and recommend you to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

By order of the Board

Aidigong Maternal & Child Health Limited

Wong Wing Cheung

Company Secretary

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to all Shareholders for their consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued and fully-paid share capital of the Company was 3,830,915,008 Shares of HK$0.01 each.

Subject to the passing of the ordinary resolution for granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 383,091,500 Shares, being up to a maximum of 10% of the entire issued share capital of the Company.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors may think it appropriate to repurchase Shares, they believe that an ability to do so will give the Company additional flexibility that will be beneficial to the Company and Shareholders as a whole as such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Shareholders can be assured that the Directors will only make such repurchases in circumstances where they consider them to be in the best interests of the Company.

3. FUNDING OF REPURCHASES

In making repurchases, the Company may only apply funds legally available for such purposes in accordance with the Bye-laws and the laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant Shares, or the funds of the Company that will otherwise be available for dividend or distribution or the proceeds of a fresh issue of Shares made for the purpose. The premium payable on repurchase may only be paid out of either the funds of the Company that will otherwise be available for dividend or distribution or out of the Share premium before the Shares are repurchased. In accordance with the laws of Bermuda, the Shares so repurchased will be treated as cancelled but the aggregate amount of authorised share capital will not be reduced.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT

On the basis of the consolidated financial position of the Company as at 31 December 2020 (being the date to which the latest published audited consolidated financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there may be a material adverse impact on the working capital position and the gearing position of the Company in the event that repurchases of all the Shares subject to the Repurchase Mandate are to be carried out in full at any time during the Repurchase Mandate period. No repurchase will be made in circumstances that will have a material adverse impact on the working capital position or the gearing position of the Company, as compared with the position disclosed in the Company's most recent published audited accounts.

4. PRICES OF SHARES

The highest and lowest prices at which the Shares traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2020
April	0.480	0.430
May	0.465	0.415
June	0.650	0.465
July	0.740	0.620
August	0.720	0.640
September	0.690	0.550
October	0.560	0.510
November	0.530	0.460
December	0.600	0.480
2021
January	0.520	0.420
February	0.620	0.500
March	0.620	0.510
April (up to the Latest Practicable Date)	0.600	0.570

- 10 -

APPENDIX I	EXPLANATORY STATEMENT

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, and none of them has undertaken not to do so, in the event that the Repurchase Mandate is granted by the Shareholders.

6. THE TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of a Share repurchase, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a general offer for Shares under Rule 26 of the Takeovers Code.

- 11 -

APPENDIX I	EXPLANATORY STATEMENT

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following substantial Shareholders were interested in 10% of more of the number of issued Shares:

			Percentage of
			total number
			of Shares
			(assuming
			the Share
		Percentage of	Repurchase
		total number	Mandate is
	Number of	of Shares	exercised in full)
Name of Shareholder	Shares held	(%)	(%)
	(Note 3)	(Note 3)
Champion Dynasty (Note 1)	930,379,671	24.29	26.98
Cheung Wai Kuen (Note 1)	930,379,671	24.29	26.98
Wang Aier (Note 2)	900,000,000	23.49	26.10
Golden Full Holdings Limited
(Note 2)	500,000,000	13.05	14.50
Suntek Global Growth Fund SPC
- Suntek Global Growth Fund
Number One SP	398,304,379	10.39	11.55

Notes:

1. Mr. Cheung Wai Kuen, through his controlled corporation namely, Champion Dynasty, is deemed to be interested in 930,379,671 Shares held by it. 500,000,000 Shares were charged by Champion Dynasty in favour of Golden Full Holdings Limited pursuant to a share charge agreement dated 8 January 2020.
2. Wang Aier, through her controlled corporation namely Golden Full Holdings Limited, is deemed to be interested in 500,000,000 Shares which it had a security interest described in note 1 above, and 400,000,000 Shares were held by her beneficially.
3. Based on 3,830,915,008 Shares in issue as at the Latest Practicable Date and the Disclosure of Interest Notices information retrieved from the website of HKExnews (www.hkexnews.hk).

In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the interests of the substantial Shareholders in the Company will be increased to approximately the percentages as set out in the table above. The Directors believe that such increases would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for the substantial Shareholders to make a mandatory offer.

- 12 -

APPENDIX I	EXPLANATORY STATEMENT

Assuming that there is no further issue of Shares between the Latest Practicable Date and the date of repurchase, the exercise of Repurchase Mandate whether in whole or in part will not result in less than 25% of the issued share capital of the Company being held by the public as required by Rule 8.08 of the Listing Rules. The Directors have no intention to exercise the Repurchase Mandate to an extent as may result in a public shareholding of the Company less than such prescribed percentage.

7. SHARE REPURCHASES MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company has not repurchased any Shares (whether on the Stock Exchange or otherwise).

- 13 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED
	FOR RE-ELECTION

DIRECTORS PROPOSED FOR RE-ELECTION

EXECUTIVE DIRECTORS

Ms. Zhu Yufei, aged 58, is the founder of Shenzhen Aidigong, joined the Company as executive Director, joint chairman of the Board ("Joint Chairman") and Chief Executive Officer in December 2019. She is also a director of certain subsidiaries of the Group. Before the establishment

of Aidigong, she was the head nurse of the delivery room at the Peking University Shenzhen Hospital*（北京大學深圳醫院產科）. Ms. Zhu is the first batch of domestic entrepreneurs to develop postpartum care services. She currently is a member of the 6th CPPCC and the president of Shenzhen Maternal and Child Services Association*（深圳市母嬰服務業協會）.

According to the service agreement of Ms. Zhu, she will hold office for a term of 3 years commencing on 6 December 2020, which will continue thereafter. Ms. Zhu is not entitled to any director's fee pursuant to her service contract, and she is not entitled to any other emoluments for holding office as an executive Director.

Save as disclosed above, Ms. Zhu (i) did not hold any position in the Group as at the Latest Practicable Date; (ii) has not been a director of any other publicly listed company in the three years immediately preceding the Latest Practicable Date; (iii) does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) had no other interests in the Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

- 14 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED
	FOR RE-ELECTION

Mr. Lin Jiang, aged 56, was appointed as a non-executive Director on 1 February 2013 and was re-designated as an Executive Director on 14 February 2020. He has over 20 years of experience in Economic and Financial areas. He obtained a Bachelor degree and a Master degree of Economics from Sun Yat-sen University, a Doctor degree of Economics from Jinan University, and finished his postdoctoral research on Applied Economics in Zhongnan University of Economics and Law.

Mr. Lin is currently an Economics professor and a doctoral tutor in Lingnan College of Sun

Yat-sen University. Moreover, he serves as an instructional committee member of Public Financial Majors of Higher Education Institutes of the Ministry of National Education*（國家教育部高等 學校財政學類教學指導委員會）, an adjunct research fellow for Cross-Strait Relation Research Center*（海峽兩岸關係研究中心特約研究員）, a vice president of Guangdong Public Finance Society*（廣東省財政學會）, an advisory member of Guangzhou Municipal Public Finance Experts Committee*（廣州市財政專家諮詢委員會）, a consultation expert for Decision Making, Guangzhou Municipal Government, 4th session（廣州市人民政府第四屆決策諮詢專家）and a consultation expert of the Budget Work Committee, the Standing Committee of Guangzhou Municipal People's Congress, 15th session（廣州市第十五屆人大常委會預算工作委員會諮詢 專家）. In addition, he was the then a deputy general manager for the financial division of China Merchants Group Limited.

According to the service agreement of Mr. Lin, he will hold office for a term of 1 year commencing on 14 February 2020, which will continue thereafter. According to the Bye-laws, Mr. Lin shall retire from office by rotation at least once every three years, and being eligible, will offer himself for re-election at the relevant general meetings. He will retire at the Annual General Meeting and being eligible, offer himself for re-election.

The Director's fee of Mr. Lin is HK$25,000 per month. The Director's fee of Mr. Lin had been recommended by the Remuneration Committee and determined by the Board with reference to his duties and responsibilities and prevailing market conditions and subject to the approval of the Shareholders at the AGM. For the year ended 31 December 2020, total emolument of Mr. Lin was HK$250,000.

Save as disclosed above, Mr. Lin (i) did not hold any position in the Group as at the Latest Practicable Date; (ii) has not been a director of any other publicly listed company in the three years immediately preceding the Latest Practicable Date; (iii) does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company as defined in the Listing Rules; and (iv) had no other interests in the Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED
	FOR RE-ELECTION

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Mai Yang Guang, aged 56, joined the Company as INED in February 2013. He is also the chairman of the nomination committee (the "Nomination Committee") of the Company, the chairman of the remuneration committee (the "Remuneration Committee") of the Company and a member of the audit committee (the "Audit Committee") of the Company. Mr. Mai has over 20 years of experience in enterprise management in the PRC. He graduated from Thermal Engineering

Department of Northeastern University in the PRC. Mr. Mai is the executive director and general manager of Shenzhen Xinyinji Enterprise Development Limited*（深圳市新銀基實業發展有限公 司）and the chairman of board of directors and general manager of Shenzhen Haojiahua Investment Limited*（深圳市好嘉華投資有限公司）.

According to the service agreement of Mr. Mai, he will hold office for a term of 2 years commencing on 20 February 2013, which will continue thereafter. According to the Bye-laws, Mr. Mai shall retire from office by rotation at least once every three years, and being eligible, will offer himself for re-election at the relevant general meetings. He will retire at the Annual General Meeting and being eligible, offer himself for re-election.

The Director's fee of Mr. Mai is HK$150,000 per annum. The Director's fee of Mr. Mai had been recommended by the Remuneration Committee and determined by the Board with reference to his duties and responsibilities and prevailing market conditions and subject to the approval of the Shareholders at the AGM. For the year ended 31 December 2020, Mr. Mai received a Director's fee of HK$150,000.

Save as disclosed above, Mr. Mai (i) did not hold any position in the Group as at the Latest Practicable Date; (ii) has not been a director of any other publicly listed company in the three years immediately preceding the Latest Practicable Date; (iii) does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company as defined in the Listing Rules; and (iv) had no other interests in the Shares or underlying Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

General

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders nor other information to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to subparagraphs (h) to (v) therein) in relation to the proposed re-election of Ms. Zhu Yufei, Mr. Lin Jiang and Mr. Mai Yang Guang.

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NOTICE OF ANNUAL GENERAL MEETING

愛 帝 宮 母 嬰 健 康 股 份 有 限 公 司

AIDIGONG MATERNAL & CHILD HEALTH LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 286)

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Annual General Meeting") will be held at Unit E, 28/F., YHC Tower, 1 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong on Tuesday, 8 June 2021 at 4:00 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements, Directors' report and the report of auditors of the Company for the year ended 31 December 2020.
2. To re-elect the following directors of the Company (each as a separate resolution):

Executive directors:

1. Ms. Zhu Yufei
2. Mr. Lin Jiang

Independent non-executive director:

1. 1. Mr. Mai Yang Guang
2. To authorise the board of directors of the Company to fix the directors' remuneration.
3. To re-appoint HLB Hodgson Impey Cheng Limited as the auditor of the Company and to authorise the Directors to fix its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

5. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

"THAT:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase issued Shares of HK$0.01 each in the capital of the Company subject to and in accordance with all applicable laws and requirements of the Listing Rules as amended from time to time be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase Shares at a price determined by the Directors;
3. the aggregate number of the Shares which are authorised to be repurchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and
4. for the purposes of this resolution:
   "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company; or
   2. the expiration of the period within which the next annual general meeting of the Company is required by laws and/or the Bye-laws to be held; or
   3. the date upon which the authority set out in this resolution is revoked or varied by way of an ordinary resolution of the Company in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

"THAT:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to issue, allot and deal with additional Shares in the capital of the Company and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers either during or after the end of the Relevant Period;
3. the aggregate number of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph
4. 1. below), or (ii) the share option scheme of the Company approved by the Stock Exchange, or (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Bye-laws, shall not exceed 20% of the total number of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and
5. for the purposes of this resolution:
6. 
   "Relevant Period" shall have the same meaning as ascribed to it under resolution no. 4(d) as set out in the notice convening the Annual General Meeting of which this resolution forms part; and

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NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the Shareholders on the register of the Members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong)."

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

"THAT:

conditional upon the passing of the resolutions nos. 5 and 6 as set out in the notice convening the Annual General Meeting, the general mandate granted to the Directors pursuant to the resolution no. 5 as set out in the notice convening the Annual General Meeting be and is hereby extended by the addition thereto of an amount representing the total number of share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution no. 6 as set out in the notice convening the Annual General Meeting, provided that such amount shall not exceed 10% of the total number of the issued share capital of the Company as at the date of passing this resolution."

By Order of the Board

Aidigong Maternal & Child Health Limited

Wong Wing Cheung

Company Secretary

Hong Kong, 30 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more separate proxies to attend and to vote instead of him. A proxy need not be a Shareholder.
2. To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting or at any adjournment thereof.
3. All resolutions as set out in this notice will be taken by poll.
4. In relation to resolution no. 2 of this notice, the details of all Directors to be re-elected at the Annual General Meeting are set out in Appendix II of this circular to the Shareholders dated 30 April 2021.
5. With respect to the resolution no. 4 of this notice, approval is being sought from Shareholders for re-appointment of HLB Hodgson Impey Cheng Limited as auditor of the Company.
6. With respect to the resolution no. 5 of this notice, approval is being sought from Shareholders for a general mandate to be given to the Directors to repurchase Shares in accordance with all applicable laws and the Listing Rules.
7. With respect to the resolutions nos. 6 and 7 of this notice, approval is being sought from Shareholders for general mandates to be given to the Directors to issue, allot and deal with Shares in accordance with all applicable laws and the Listing Rules.
8. This circular containing the information with respect to certain resolutions and this notice have been sent to the Shareholders together with the 2020 annual report of the Company.
9. For the purpose of ascertaining shareholders' right to attend and vote at the above meeting, the register of members of the Company will be closed and the relevant details are set out below:
   Latest time to lodge transfer: 4:30 p.m. on 2 June 2021 (Wednesday)
   Book closure: 3 June 2021 (Thursday) to 8 June 2021 (Tuesday)
   Record date: 8 June 2021 (Tuesday)
   During the above closure period, no transfer of shares will be registered. In order to qualify for the right to attend and vote at the above meeting, all relevant share certificates and properly completed transfer forms must be lodged for registration with the Company's branch share registrar, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong before the above latest time to lodge transfer.
10. As at the date hereof, the Board comprises Ms. Zhu Yufei, Mr. Cheung Wai Kuen, Mr. Lin Jiang and Mr. Li Runping as executive Directors; Mr. Wong Kin Man and Mr. Yang Zhibo as non-executive Directors and Mr. Mai Yang Guang, Mr. Wong Yiu Kit, Ernest and Mr. Lam Chi Wing as independent non-executive Directors.

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