ArtGo : Circulars -

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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in ArtGo Holdings Limited (the ''Company''), you should at once hand this circular, together with the enclosed 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.

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.

ARTGO HOLDINGS LIMITED

雅 高 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3313)

1. PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND
2. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

AND

1. PROPOSED REFRESHMENT OF SHARE OPTION SCHEME MANDATE LIMIT

AND

1. PROPOSED RE-APPOINTMENT OF AUDITOR OF THE COMPANY AND
2. 1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Units 03-04, 20/F., Shanghai Shimao Tower, 55 Weifang West Road, Pudong New Area, Shanghai, People's Republic of China at 10:00 a.m. on Wednesday, 30 June 2021 is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.artgo.cn).

Whether or not you are able to attend the Annual General Meeting, 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 Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

28 May 2021

	CONTENTS
		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Proposed Granting of General Mandates to Repurchase and Issue Shares .	6
4.	Proposed Refreshment of Share Option Scheme Mandate Limit . . . . . . . . . .	7
5.	Proposed Re-appointment of auditor of the Company . . . . . . . . . . . . . . . . . . . .	13
6.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . .	13
7.	Voting by Poll at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .	13
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix I - Details of the Retiring Directors Proposed
	to be Re-elected at the Annual General Meeting . . . . . . . . . . . . . .	15
Appendix II - Explanatory Statement on the Share Repurchase Mandate . . . .	20
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

- i -

DEFINITIONS

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

''2020 Annual Report''	the annual report of the Company for the financial year
	ended 31 December 2020 dispatched to the Shareholders on
	28 April 2021;
''Annual General Meeting''	an annual general meeting of the Company to be held at
	Units 03-04, 20/F., Shanghai Shimao Tower, 55 Weifang
	West Road, Pudong New Area, Shanghai, People's Republic
	of China, on Wednesday, 30 June 2021 at 10:00 a.m., to
	consider and, if appropriate, to approve the resolutions
	contained in the notice of the meeting which is set out on
	pages AGM-1 to AGM-5 of this circular, or any
	adjournment thereof;
''Articles of Association''	the articles of association of the Company currently in
	force;
''Board''	the board of Directors;
''China'' or ''PRC''	the People's Republic of China excluding, for the purpose
	of this circular, Hong Kong, the Macau Special
	Administrative Region and Taiwan;
''close associates''	has the meaning ascribed thereto under the Listing Rules;
''Company''	ArtGo Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability, the Shares of which
	are listed on the Main Board of the Stock Exchange;
''Companies Law''	the Companies Law (2020 Revision) of the Cayman Islands
	(as amended, modified or otherwise supplemental from time
	to time);
''core connected person(s)''	has the meaning ascribed thereto under the Listing Rules;
''Director(s)''	the director(s) of the Company;
''Group''	the Company and all of 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''	26 May 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;

- 1 -

	DEFINITIONS
''Listing Committee''	the listing committee of the Stock Exchange;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;
''Option(s)''	the option(s) to subscribe for Shares on terms determined
	by the Directors pursuant to the Share Option Scheme and
	for the time being subsisting;
''Refreshment of Scheme	the proposed refreshment of the Scheme Mandate Limit so
Mandate Limit''	that the Company may grant new Options to subscribe for
	new Shares representing in aggregate up to 10% of its
	issued share capital as at the date of the Annual General
	Meeting;
''RMB''	Renminbi, the lawful currency of the PRC;
''Scheme Mandate Limit''	the maximum number of Options 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 at the time of Listing of the Company's
	Shares in December 2013 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;
''SFO''	the Securities and Futures Ordinance, Chapter 571 of Laws
	of Hong Kong;
''Share(s)''	ordinary share(s) of HK$0.01 each in the capital of the
	Company or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the share
	capital of the Company, shares forming part of the ordinary
	equity share capital of the Company;
''Share Issue Mandate''	the general mandate proposed to be granted to the Directors
	to allot, issue or deal with additional Shares of not
	exceeding 20% of the total number of issued shares of the
	Company as at the date of passing of the proposed ordinary
	resolution contained in item 9 of the notice of the Annual
	General Meeting as set out on pages AGM-1 to AGM-5 of
	this circular;
''Share Option Scheme''	existing share option scheme adopted by the Company on 9
	December 2013;

- 2 -

	DEFINITIONS
''Share Repurchase Mandate''	the general mandate proposed to be granted to the Directors
	to repurchase Shares on the Stock Exchange of not
	exceeding 10% of the total number of issued shares of the
	Company as at the date of passing of the proposed ordinary
	resolution contained in item 8 of the notice of the Annual
	General Meeting as set out on pages AGM-1 to AGM-5 of
	this circular;
''Shareholder(s)''	holder(s) of the Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''substantial shareholder''	has the meaning ascribed thereto under the Listing Rules;
''Takeovers Code''	the Code on Takeovers and Mergers approved by the
	Securities and Futures Commission as amended from time
	to time; and
''%''	per cent.

- 3 -