Asia Cassava Resources : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Asia Cassava Resources Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the 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.

ASIA CASSAVA RESOURCES HOLDINGS LIMITED

亞洲木薯資源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 841)

GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Asia Cassava Resources Holdings Limited to be held at Unit 617, 6/F., Houston Centre, 63 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong at 11:00 a.m. on 29 September 2020 is set out on pages 12 to 16 of this circular.

Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

26 August 2020

		CONTENTS
			Page
Definitions . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Extension Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7-9
Appendix II	-	Particulars of Directors for re-election . . . . . . . . . . . . . . . .	10-11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12-16

- i -

DEFINITIONS

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

following meanings:

"2020 Annual Report"	the annual report of the Company for the financial
	year ended 31 March 2020 despatched to the
	Shareholders
"Annual General Meeting"	the annual general meeting of the Company to be held
	at Unit 617, 6/F., Houston Centre, 63 Mody Road,
	Tsim Sha Tsui, Kowloon, Hong Kong at 11:00 a.m. on
	29 September 2020 or any adjournment thereof
"Articles"	the articles of association of the Company adopted on
	18 February 2009 as amended from time to time
"Associate(s)"	has the meaning ascribed to it under the Listing Rules
"Board"	the board of Directors
"Companies Law"	the Companies Law, Chapter 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
"Company"	Asia Cassava Resources Holdings Limited, a company
	incorporated in the Cayman Islands with limited
	liability and the issued Shares of which are listed on
	the Stock Exchange
"Connected Person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	director(s) of the Company
"Extension Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that the
	aggregate nominal value of the Shares which may be
	allotted and issued under the Issue Mandate may be
	extended by an addition of an amount representing
	the aggregate nominal value of Shares repurchased
	under the Repurchase Mandate
"Group"	the Company and its subsidiaries
"HK$" and "HK cents"	Hong Kong dollars and cents respectively, the lawful
	currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC

- 1 -

	DEFINITIONS
"Issue Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise the power of the
	Company to allot, issue and deal with unissued
	Shares with an aggregate nominal value not
	exceeding 20% of the aggregate nominal value of the
	share capital of the Company in issue as at the date of
	passing the relevant resolution at the Annual General
	Meeting
"Latest Practicable Date"	21 August 2020, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"PRC"	the People's Republic of China, which for the purpose
	of this circular, shall exclude Hong Kong, the Macau
	Special Administrative Region of the PRC and Taiwan
"Repurchase Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise the power of the
	Company to repurchase the Shares on the Stock
	Exchange with an aggregate nominal value not
	exceeding 10% of the aggregate nominal value of the
	share capital of the Company in issue as at the date of
	passing the relevant resolution at the Annual General
	Meeting
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.1 each in the share capital
	of the Company
"Shareholder(s)"	holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"%"	per cent.

- 2 -

LETTER FROM THE BOARD

ASIA CASSAVA RESOURCES HOLDINGS LIMITED

亞洲木薯資源控股有限公司

(Incorporated in the Cayman Islands with limited liability)
	(Stock Code: 841)
Executive Directors:	Registered office:
Mr. Chu Ming Chuan	Cricket Square
Ms. Liu Yuk Ming	Hutchins Drive
Ms. Lam Ching Fun	P.O. Box 2681
	Grand Cayman KY1-1111
Independent non-executive Directors:	Cayman Islands
Professor Fung Kwok Pui
Mr. Chui Chi Yun Robert	Head office and principal place
Mr. Zhu Taiyu	of business in Hong Kong:
	Units 612-3 and 617
	Houston Centre
	63 Mody Road

Tsim Sha Tsui East

Kowloon

Hong Kong

26 August 2020

To the Shareholders,

Dear Sir/Madam,

GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purposes of this circular are to provide the Shareholders with information in respect of the Share Issue Mandate, the Share Repurchase Mandate, the extension of the Share Issue Mandate (the "Extension Mandate"), and the re-election of the Directors, and to seek the shareholders' approval of the resolutions to these matters at the Annual General Meeting.

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LETTER FROM THE BOARD

SHARE ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed for the Shareholders, among other matters, to grant to the Directors a general mandate to exercise the powers of the Company to allot, issue and deal with additional Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the share capital of the Company as at the date of passing of the relevant resolution at the Annual General Meeting.

As at the Latest Practicable Date, a total of 584,726,715 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date to the date of the Annual General Meeting, the Company will be allowed under the Share Issue Mandate to issue a maximum of 116,945,343 Shares.

SHARE REPURCHASE MANDATE

At the Annual General Meeting, an ordinary resolution will also be proposed for the Shareholders to grant to the Directors a general mandate to exercise all powers of the Company to repurchase the Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of the share capital of the Company as at the date of passing of the relevant resolution at the Annual General Meeting.

As at the Latest Practicable Date, a total of 584,726,715 Shares were in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date to the date of the Annual General Meeting, the Company will be allowed under the Share Repurchase Mandate to repurchase a maximum of 58,472,671 Shares.

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement therefore is set out in Appendix I to this circular.

EXTENSION MANDATE

In addition, an ordinary resolution will also be proposed at the Annual General Meeting to extend the Issue Mandate by an addition of an amount representing the aggregate nominal value of Shares repurchased under the Repurchase Mandate.

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LETTER FROM THE BOARD

The Share Issue Mandate and the Share Repurchase Mandate will expire at the earliest of:

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 the Articles, or the applicable laws of Cayman Islands to be held; or
3. revocation or variation by an ordinary resolution of the Shareholders in a general meeting.

RE-ELECTION OF DIRECTORS

According to Article 83 and 84 of the Company, Mr. Zhu Taiyu ("Mr. Zhu"), Ms. Liu Yuk Ming ("Ms. Liu") and Ms. Lam Ching Fun ("Ms. Lam") will retire by rotation at the Annual General Meeting. All the retiring directors are eligible and offer themselves for re-election at the Annual General Meeting.

Following the review of the Board's composition by the Nomination Committee, the Retiring Directors were nominated to the Board for it to recommend to the Shareholders for re-election at the AGM. All the Retiring Directors abstained from voting on the resolutions of Nomination Committee, where applicable, for considering his own nomination.

Particulars of Mr. Zhu, Ms. Liu and Ms. Lam are set out in Appendix II to this circular.

On 14 August 2020, the Board accepted the nomination by the Nomination Committee and recommended the Retiring Directors other than Mr. Zhu Taiyu to stand for re-election by the Shareholders at the AGM. Mr. Zhu Taiyu was absent from meetings of the Board and its committees. The Board considers that the re-election of the Retiring Directors other than Mr. Zhu Taiyu as Directors is in the best interest of the Company and the Shareholders as a whole. The Retiring Directors abstained from the discussion and voting at the Board meeting regarding their respective nominations.

THE ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out on pages 12 to 16 of this circular. A form of proxy for use at the Annual General Meeting is enclosed with this circular.

Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and deposit with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

- 5 -

LETTER FROM THE BOARD

The 2020 Annual Report including the audited combined financial statements of the Group for the year ended 31 March 2020 and the reports of the Directors and the auditors had been despatched to the Shareholders.

All resolutions at the Annual General Meeting shall be conducted by way of poll, and the results of the Annual General Meeting will be announced by the Company in compliance with the Listing Rules.

RECOMMENDATION

The Directors believe that the proposed grant of the Share Issue Mandate, the Share Repurchase Mandate, the Extension Mandate and the re-election of Directors other than Mr. Zhu Taiyu are beneficial to the Company and the Shareholders as a whole.

Accordingly, the Directors recommend that all Shareholders vote in favour of all resolutions to be proposed (except for resolution 3(a) which the Shareholders are recommended to vote against) at the Annual General Meeting.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully,

For and on behalf of the Board

Asia Cassava Resources Holdings Limited

Chu Ming Chuan

Chairman of the Board

- 6 -

APPENDIX I	EXPLANATORY STATEMENT

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide all the information as to the proposed Repurchase Mandate.

1. REPURCHASE OF SECURITIES FROM CONNECTED PARTIES

The Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a Connected Person, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective Associates and a Connected Person is prohibited from knowingly selling his/her/its securities to the Company.

2. REPURCHASE PROPOSAL

As at the Latest Practicable Date, there were a total of 584,726,715 Shares in issue.

Subject to the passing of the proposed resolution 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 58,472,671 Shares, which represents 10% of the entire issued share capital of the Company as at the date of passing the resolution until the earliest of:

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 the Articles or the applicable laws of the Cayman Islands to be held; or
3. revocation or variation by an ordinary resolution of the Shareholders in a general meeting.

3. REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

4. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for the purpose in accordance with the Articles, the Listing Rules and the applicable laws and regulations of the Cayman Islands.

- 7 -

APPENDIX I	EXPLANATORY STATEMENT

The Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the financial position disclosed in the 2020 Annual Report. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital and/or the gearing position of the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange from 1 April 2019 and up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
April 2019	0.480	0.440
May 2019	0.460	0.430
June 2019	0.445	0.415
July 2019	0.425	0.385
August 2019	0.390	0.330
September 2019	0.370	0.330
October 2019	0.395	0.320
November 2019	0.340	0.300
December 2019	0.350	0.300
January 2020	0.320	0.275
February 2020	0.375	0.275
March 2020	0.330	0.260
April 2020	0.280	0.221
May 2020	0.250	0.211
June 2020	0.217	0.194
July 2020	0.212	0.197
August 2020 (up to 21 August 2020)	0.212	0.200

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder 's proportionate interest in the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of the Takeovers Code.

As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge of the Directors, the controlling shareholders (as defined in the Listing Rules) of the Company, namely Art Rich Management Limited (the "Controlling Shareholder") and its associates are entitled to exercise and/or control the exercise of 61.66% of the voting rights in the general meetings of the Company.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the voting rights of the Controlling Shareholders and its associates in the Company would increase to approximately 68.51%. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code. However, the Directors will not exercise the Repurchase Mandate to such an extent that would give rise to this obligation.

7. SHARE REPURCHASE MADE BY THE COMPANY

No purchase of Shares have been made by the Company or any of its subsidiaries on the Stock Exchange from 1 April 2019 up to and including the Latest Practicable Date.

8. GENERAL

None of the Directors, to the best of their knowledge having made all reasonable enquiries, nor any of their Associates, has any present intention to sell any Shares to the Company or any of its subsidiaries, if the Share Repurchase Mandate is approved by the Shareholders at the Annual General Meeting.

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, the applicable laws of Cayman Islands and the regulations set out in the Articles.

No Connected Person of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company nor has any such Connected Person undertaken not to sell any Shares held by him/her to the Company in the event that the Share Repurchase Mandate is granted.

- 9 -

APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

The biographical details of the Directors eligible for re-election at the Annual General Meeting are set out below:

Mr. Zhu Taiyu - Independent Non-executive Director

Mr. Zhu Taiyu ("Mr. Zhu"), aged 42, graduated from the Academy of Public Security Marine Police in China 中國公安海警高等專科學院. Since December 1996, he was in the military service for the Zhuhai City Detachment of the Guangdong Provincial Border Defense Armed Police Team 武警廣東省邊防總隊珠海市支隊. He was twice awarded in 1997 and 1998 as an outstanding soldier and has been awarded the "Model of Law Enforcement 模範執法" by the Ministry of Public Security. Since 2002, Mr. Zhu has served as a public official of the Chenjiang Town People's Government of Jinjiang City, China. He is mainly responsible for the sales of agricultural products and the analysis of supply and demand of agricultural products market. From September 2009 to 2012, Mr. Zhu was the director of the Land and Resources Institute 國土資源所所長 of Chenjing Town, Jinjiang City, China. He was responsible for formulating the guidelines, policies and regulations on land and supervising and inspecting their implementation, and formulating and coordinating the reform in relation to the administration and usage of land.

Ms. Liu Yuk Ming - Executive Director

Ms. Liu Yuk Ming ("Ms. Liu"), aged 59, was appointed as an executive Director on 8 May 2008. She joined the Group in 1992 and is currently the deputy general manager of the Group. She is responsible for formulating the marketing strategies and daily operations of the Group. She has over 15 years of experience in logistics management and import and export of cassava. Over the 15 years with the Group, Ms. Liu has been responsible for, among others, overseeing the operation of charter vessels, developing ship chartering networks and supervising the sales and marketing team of the Group. Prior to joining the Group, Ms. Liu has worked in certain trading and shipping companies and as an export executive in the Hong Kong office of a multinational trading group. Ms. Liu is currently a council member of the Shandong Overseas Friendship Association.

Ms. Liu has entered into a director 's service agreement with the Company for an initial term of three years commencing on 23 March 2009 and may only be terminated in accordance with the provisions of the service agreement by either party giving to the other not less than three months' prior notice in writing at end of the initial term or at any time thereafter. She is entitled to (i) an annual emolument of HK$668,000, which is determined with reference to the prevailing market practice, the Company's remuneration policy, her duties and responsibilities with the Company, and (ii) an annual discretionary bonus.

- 10 -

APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Ms. Lam Ching Fun - Executive Director

Ms. Lam Ching Fun ("Ms. Lam"), aged 53, was appointed as an executive Director on 2 July 2008. She joined the Group in 1992 and is currently the general manager of the Group's chartering and logistics department. She is responsible for logistic systems, charter business management, cargo-handling arrangement and the Sino-Thai ports coordination. Ms. Lam has over 15 years of experience in logistics operations in the cassava industry. Over the 15 years with the Group, Ms. Lam's responsibilities included overseeing the Group's logistics system and managing the chartering of vessels. Ms. Lam has entered into a director 's service agreement with the Company for an initial term of three years commencing on 23 March 2009 and may only be terminated in accordance with the provisions of the service agreement by either party giving to the other not less than three months' prior notice in writing at end of the initial term or at any time thereafter. She is entitled to (i) an annual emolument of HK$558,800, which is determined with reference to the prevailing market practice, the Company's remuneration policy, her duties and responsibilities with the Company, and (ii) an annual discretionary bonus.

Notes:

1. Save as disclosed above, the retiring Directors do not hold any shares in the Company within the meaning of Part XV of the SFO.
2. Save as disclosed above, the retiring Directors (a) have not hold any directorship in other listed public companies, whether in Hong Kong or overseas, during the last three years; (b) do not hold any other positions in the Company and its subsidiaries or other major appointments and professional qualifications; and (c) do not have any other relationships with any Directors, senior management or substantial or controlling shareholders of the Company.
3. Save as disclosed above, there are no other matters concerning the retiring Directors that need to be brought to the attention of the Company's shareholders nor any information which is required to be disclosed under Rules 13.51(2)(h)-(v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

ASIA CASSAVA RESOURCES HOLDINGS LIMITED

亞洲木薯資源控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 841)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Asia Cassava Resources Holdings Limited (the "Company") will be held at Unit 617, 6/F., Houston Centre, 63 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong at 11:00 a.m. on 29 September 2020, for the following purposes:

1. To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and auditors for the year ended 31 March 2020.
2. To re-appoint Messrs. Ernst & Young, Certified Public Accountants, as auditors of the Company and to authorize the board of directors (the "Board") to fix their remuneration.
3. (a) To re-elect Mr. Zhu Taiyu as an independent non-executive director of the Company.
4. 1. To re-elect Ms. Liu Yuk Ming as an executive director of the Company.
   2. To re-elect Ms. Lam Ching Fun as an executive director of the Company.
   3. To authorise the board of directors to fix their remuneration.
5. As special businesses, to consider and, if thought fit, pass with or without modification, the following proposed resolutions as ordinary resolutions of the Company:
6. 1. "THAT
   2. 1. subject to paragraph (iii) of this Resolution, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares (the "Shares") in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;

- 12 -

NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (i) of this Resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or deal with by the Directors pursuant to the approval in paragraph (i) of this Resolution, otherwise than pursuant to (aa) a Rights Issue (as defined below); or (bb) the exercise of any options granted under any share option scheme of the Company or (cc) any scrip dividend or other similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the "Articles of Association"); or (dd) any issue of Shares upon exercise of rights of subscription or conversion under terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and
3. for the purpose of this Resolution:
4. 1. "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any applicable laws of the Cayman Islands to be held; or
      3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the "Shareholders") in general meeting.

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

1. 1. "Rights Issue" means an offer of Shares or other equity securities of the Company open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such Shares or class thereof (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 the requirements of any recognized regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People's Republic of China applicable to the Company)."
2. "THAT
3. 1. subject to paragraph (ii) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited ("Stock Exchange"), or any other stock exchange on which the Shares may be listed and recognized for this purpose by the Securities and Futures Commission of Hong Kong ("SFC") and the Stock Exchange, and otherwise in accordance with the Articles of Association, all applicable laws of the Cayman Islands and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange and other regulations as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (i) of this Resolution during the Relevant Period shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company in issue as at the date of passing this Resolution and the said approval shall be limited accordingly; and
   3. for the purpose of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, the Companies Law, or any other applicable laws of the Cayman Islands to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the Shareholders in a general meeting."
2. "THAT conditional upon Resolution 4(a) and Resolution 4(b) above, the general mandate granted to the Directors pursuant to paragraph (i) of resolution numbered 4(a) above be and is hereby extended by the addition to the aggregate nominal amount of the Shares which may be allotted, issued or dealt with by the Directors pursuant to or in accordance with such mandate of an amount representing the aggregate nominal amount of the Shares in the capital of the Company purchased by the company pursuant to or in accordance with the authority granted under paragraph (i) of resolution numbered 4(b) above."

By order of the Board

Asia Cassava Resources Holdings Limited

Chu Ming Chuan

Chairman

Hong Kong, 26 August 2020

Registered office:

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Principal place of business in Hong Kong:

Unit 612-3 and 617

Houston Centre

63 Mody Road

Tsim Sha Tsui East

Kowloon

Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his/her stead. A proxy need not be a member of the Company.
2. A form of proxy for use at the meeting is enclosed. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority, at the office of the Company's Hong Kong branch registrar, Tricor Investor Services Limited ("Branch Registrar") at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

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NOTICE OF ANNUAL GENERAL MEETING

3. For the purpose of ascertaining shareholders' right to attend and vote at the annual general meeting ("the AGM") of the Company to be held on 29 September 2020, the Register of Members of the Company will be closed from 24 September 2020 to 29 September 2020, both days inclusive, during which period no transfer of shares will be effected. In order for a shareholder to be eligible to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 23 September 2020.

As at the date hereof, the board of Directors comprises the following members:

Executive Directors	Mr. Chu Ming Chuan
	Ms. Liu Yuk Ming
	Ms. Lam Ching Fun
Independent non-executive Directors	Professor Fung Kwok Pui
	Mr. Chui Chi Yun Robert
	Mr. Zhu Taiyu

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