Ngai Shun : (1) Proposals for General Mandates to Issue and Repurchase Shares; (2) Refreshment of Scheme Mandate Limit under Share Option Scheme; (3) Re-election of Retiring Directors; and (4) 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 licensed securities dealer 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 Ngai Shun Holdings Limited (the ''Company''), you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee 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.

Ngai Shun Holdings Limited

毅 信 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1246)

1. PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;

2. REFRESHMENT OF SCHEME MANDATE LIMIT UNDER SHARE OPTION SCHEME;

3. RE-ELECTION OF RETIRING DIRECTORS; AND

4. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the ''AGM'') of the Company to be held at Units 4202-03, 42nd Floor, The Center, 99 Queen's Road Central, Hong Kong on 29 September 2017 (Friday) at 11 : 00 a.m. is set out on pages 22 to 27 of this circular.

A form of proxy is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.1246.com.hk). Irrespective of whether you are able to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof (as the case may be) should you so desire.

31 August 2017

Page

Definitions ....... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board

1. Introduction ... ........ ....... ....... ........ ....... ........ ....... ....... 4

2. General Mandate to Issue Shares .... ........ ....... ........ ....... ....... 5

3. General Mandate to Repurchase Shares ..... ....... ........ ....... ....... 6

4. Refreshment of Scheme Mandate Limit under Share Option Scheme ...... 6 5. Re-election of Retiring Directors .... ........ ....... ........ ....... ....... 8 6. Proposed Re-appointment of Auditor ........ ....... ........ ....... ....... 8 7. AGM ... ....... ........ ....... ....... ........ ....... ........ ....... ....... 8 8. Recommendation ...... ....... ....... ........ ....... ........ ....... ....... 9 9. Responsibility Statement ..... ....... ........ ....... ........ ....... ....... 9

Appendix I - Explanatory Statement 10

Appendix II - Details of Directors proposed to be re-elected at the AGM 14

Notice of AGM 22

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

''Adoption Date'' 22 September 2013, being the adoption date of the Share Option Scheme

''AGM'' the annual general meeting of the Company to be convened and held at Units 4202-03, 42nd Floor, The Center, 99 Queen's Road Central, Hong Kong on 29 September 2017 (Friday) at 11 : 00 a.m., the notice of which is set out on pages 22 to 27 of this circular

''AGM Notice'' the notice convening the AGM set out on pages 22 to 27 of this circular

''Articles of

Association''

the articles of association of the Company adopted on 22 September 2013 and as amended from time to time

''Assigned

Shareholder's Loan''

68% of the Shareholder's Loan being assigned by Boill International Co. Limited to Creative Lane Limited pursuant to the Sale and Purchase Agreement

''Board'' the board of Directors

''Company'' Ngai Shun Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange (stock code: 1246)

''core connected person(s)''

has the same meaning ascribed to it under the Listing Rules

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

''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 People's Republic of China

''Issue Mandate'' a general and unconditional mandate proposed to be granted at the AGM to the Directors to exercise all power of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares of up to 20% of the issued share capital of the Company as at the date of passing of such resolution, for such period until the conclusion of the next annual general meeting of the Company (or such earlier period as stated in the resolution) as set out in Resolution No. 4 of the AGM notice

''Latest Practicable Date''

29 August 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

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

''Refreshment of

Scheme Mandate Limit''

the proposed refreshment of the existing scheme mandate limit and the grant of the Scheme Mandate Limit

''Repurchase Mandate'' a general and unconditional repurchase mandate proposed to be granted at the AGM to the Directors to exercise all powers of the Company to repurchase Shares of up to 10% of the issued share capital of the Company as at the date of passing of such resolution, for such period until the conclusion of the next annual general meeting of the Company (or such earlier period as stated in the resolution) as set out in Resolution No. 5 of the AGM notice

''Sale and Purchase Agreement''

the conditional sale and purchase agreement dated 30 September 2016 entered into between Boill International Co., Limited as the vendor (the ''Vendor'') and Creative Lane Limited as a purchaser (the ''Purchaser'') in relation to the acquisition of the Sale Share by the Purchaser and assignment of the Assigned Shareholder's Loan from the Vendor to the Purchaser

''Sales Shares'' 68 ordinary shares of the Anway Real Estate Limited

''Scheme Mandate Limit''

the new limit proposed to be sought at the AGM to authorize the Directors to allot and issue Shares upon the exercise of the options to be granted under the Share Option Scheme of the Company, being 10% of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM

''SFO'' the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong

''Share(s)'' share(s) of HK$0.025 each in the share capital of the Company

''Share Consolidation'' the consolidation of every twenty-five (25) issued and unissued shares of HK$0.001 each into one (1) Share of HK$0.025 each which became effective on 15 June 2016

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

''Share Option Scheme'' the share option scheme currently in force and adopted by the Company on 22 September 2013