(1) PROPOSED RE-ELECTION OF DIRECTORS; (2) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; AND (3) 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 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 BExcellent Group Holdings Limited, you should at once hand this circular 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 the 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.

BEXCELLENT GROUP HOLDINGS LIMITED

精 英 匯 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1775)

1. 1. PROPOSED RE-ELECTION OF DIRECTORS;
2. PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
3. 1. 
      AND
   2. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Shop 3019, L3, D PARK, 398 Castle Peak Road, Tsuen Wan, Hong Kong on 8 December 2021 (Wednesday) at 10:00 a.m. is set out on pages AGM-1 to AGM-5 of this circular.

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

PRECAUTIONARY MEASURES FOR THE AGM

The Company will implement the following measures at the AGM to prevent and control the spread of the coronavirus disease 2019 ("COVID-19") and to safeguard the health and safety of the attending Shareholders, staff members of the Company and other participants:

• compulsory body temperature check
• compulsory wearing of surgical face mask
• no serving of refreshments or drinks

Depending on the COVID-19 situation in Hong Kong, the Company reserves the right to change the AGM arrangements or take further measures as appropriate in order to minimise any risk to the Shareholders and other participants attending the AGM. The Company also encourages the Shareholders to consider appointing the chairman of the AGM as his/her proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

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

5 November 2021

		CONTENTS
			Page
Definitions . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	-	Details of the Directors Proposed to be Re-elected at the AGM .	7
Appendix II	-	Explanatory Statement for the Repurchase Mandate . . . . . . . . . .	12
Notice of AGM .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be convened
	and held at Shop 3019, L3, D PARK, 398 Castle Peak Road,
	Tsuen Wan, Hong Kong on 8 December 2021 (Wednesday) at
	10:00 a.m., to consider and, if appropriate, to approve the
	resolutions contained in the AGM Notice, or any adjournment
	thereof
"AGM Notice"	the notice convening the AGM dated 5 November 2021 as set
	out on pages AGM-1 to AGM-5 of this circular
"Articles of Association"	the amended and restated articles of association of the
	Company adopted by special resolution passed on 1
	December 2020, as may be amended from time to time
"Beacon Enterprise"	Beacon Enterprise Limited 遵理企業有限公司, a company
	incorporated in the British Virgin Islands with limited
	liability on 5 March 2015, being the controlling shareholder
	of the Company as at the Latest Practicable Date
"Board"	the board of Directors
"Company"	BExcellent Group Holdings Limited 精英匯集團控股有限公
	司 (Stock Code: 1775), 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 Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of Hong
	Kong)
"controlling shareholder(s)"	has the same meaning as ascribed to it under the Listing Rules
"Core Shareholder(s)"	Ms. Leung, Ms. Irene Leung, Mr. Ng and Mr. Tam (or any one
	of them), who in aggregate hold 94% of the issued share
	capital of Beacon Enterprise, and each being a controlling
	shareholder of the Company through a deed of acting in
	concert
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries as a whole
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China

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	DEFINITIONS
"Issue Mandate"	has the same meaning as defined in the section headed
	"GENERAL MANDATES TO ISSUE AND REPURCHASE
	SHARES" contained in the "Letter from the Board" in this
	circular
"Latest Practicable Date"	29 October 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
"Mr. Li"	Mr. Li Kai Sing (李啟承), an independent non-executive
	Director
"Listing Date"	13 July 2018 on which the Shares are listed on the Main
	Board of the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Main Board"	the stock market (excluding the option market) operated by
	the Stock Exchange which is independent from and operated
	in parallel with GEM of the Stock Exchange
"Memorandum"	the amended and restated memorandum of association of the
	Company adopted on 21 June 2018
"Mr. Ng"	Mr. Ng King Hang, spouse of Ms. Irene Leung and cousin of
	Ms. Leung
"Mr. Tam"	Mr. Tam Wai Lung (談惠龍), an executive Director and chief
	executive officer of the Company
"Ms. Irene Leung"	Ms. Leung Ho Yan, Irene, spouse of Mr. Ng, sister of Ms.
	Leung and sister-in-law of Mr. Tam
"Ms. Leung"	Ms. Leung Ho Ki, June (梁賀琪), an executive Director and
	chairman of the Board
"Predecessor Companies	the Companies Ordinance (Chapter 32 of the Laws of Hong
Ordinance"	Kong) as in force from time to time before 3 March 2014
"Repurchase Mandate"	has the same meaning as defined in the section headed
	"GENERAL MANDATES TO ISSUE AND REPURCHASE
	SHARES" contained in the "Letter from the Board" in this
	circular
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended, supplemented or otherwise
	modified from time to time

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	DEFINITIONS
"Share(s)"	ordinary share(s) of nominal value of HK$0.01 each in the
	share capital of the Company
"Shareholder(s)"	registered holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers and Share Buy-backs
	approved by the Securities and Futures Commission of Hong
	Kong as amended from time to time
"%"	per cent

This circular has been printed in English and Chinese. In the event of any inconsistency, the English text of this circular shall prevail over its Chinese text.

Certain percentage figures set out in this circular have been subject to rounding adjustments. Accordingly, they may not be an arithmetic sum of such figures.

References to the singular include references to the plural and vice versa and references to one gender include every gender.

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