Beautiful China : General Mandates to Issue and Repurchase Shares, Re-election of the Directors; and Notice of Annual General Meeting

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 Beautiful China Holdings Company Limited ("Company") , you should at once hand this circular and the accompanying form of proxy to the purchaser (s) or transferee (s) or to the bank, stockbroker 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.

BEAUTIFUL CHINA HOLDINGS COMPANY LIMITED

美麗中國控股有限公司

(incorporated in Bermuda with limited liability)

(Stock code: 706)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF THE DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 2/F., 35-45B Bonham Strand, Sheung Wan, Hong Kong at 10:00 a.m. on Thursday, 29 June 2017 is set out in pages 13 to 17 of this circular. A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed herein. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting (no later than 10:00 a.m. on 27 June 2017 (Hong Kong time) ) to the office of the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish.

27 April 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. Grant of General Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . 4

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

4. Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5. Actions to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

7. Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Appendix I - Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . . . . 7 Appendix II - Biographical details of the Directors subject to re-election . . . . . . . . . . . . 10 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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

"Annual General Meeting" the annual general meeting of the Company convened to be held at

2/F., 35-45B Bonham Strand, Sheung Wan, Hong Kong at 10:00

a.m. on Thursday, 29 June 2017, notice of which is set out in pages 13 to 17 of this circular, or any adjournment thereof

"Board" the board of Directors

"Bye-laws" the bye-laws of the Company, as amended from time to time

"Company" Beautiful China Holdings Company Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

"Companies Act" the Companies Act 1981 of Bermuda

"Director (s) " the director (s) of the Company

"Extension Mandate" a general and unconditional mandate to the Directors to the effect

that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate

"General Mandate" a general and unconditional mandate to the Directors to exercise the

power of the Company to allot, issue or otherwise deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of the ordinary resolution in relation thereof

"Group" the Company and 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" 21 April 2017, being the latest practicable date prior to the printing

of this circular for ascertaining certain information contained herein

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

"PRC" the People's Republic of China

"Repurchase Mandate" a general and unconditional mandate to the Directors to exercise the

power of the Company to repurchase Shares on the Stock Exchange, of up to 10% of the total number of issued Shares of the Company as at the date of passing of the ordinary resolution in relation thereof

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share (s) " ordinary share (s) of HK$0.10 each in the share capital of the Company

"Shareholder (s) " holder (s) of the Share (s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" The Codes on Takeovers and Mergers and Share Buy-backs

"%" per cent.