China Aluminum Cans : PROPOSALS FOR GENERAL MANDATE 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 any doubt as to any aspect about this circular or as to what action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Aluminum Cans Holdings Limited 中國鋁 罐控股有限公司 (the "Company"), you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer 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.

CHINA ALUMINUM CANS HOLDINGS LIMITED

中 國 鋁 罐 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6898)

PROPOSALS FOR

GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular unless otherwise stated.

A notice dated 9 April 2021 convening the AGM to be held at Room Diamond, Level 22, Nexxus Building, 41 Connaught Road Central, Hong Kong on Wednesday, 12 May 2021 at 2:30 p.m. is set out in this circular. A form of proxy for use at the AGM is enclosed herewith. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.6898hk.com).

Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event no less than 48 hours before the time fixed 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 and any adjournment meeting if you so wish.

9 April 2021

		CONTENTS
			Pages
Definitions . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 3
2.	Grant of Issue Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . .	. 4
3.	Re-election of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 5
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . .	. 6
5.	Vote by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 7
Appendix I	- Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	- Details of the Retiring Directors proposed to be re-elected
		at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

− i −

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise.

"AGM"	the annual general meeting of the Company to be convened at
	Room Diamond, Level 22, Nexxus Building, 41 Connaught
	Road Central, Hong Kong on Wednesday, 12 May 2021 at
	2:30 p.m.
"Articles"	the articles of association adopted by the Company, and as
	amended from time to time by resolution of the Shareholders
"Board"	the board of Directors
"Chairman"	the chairman of the Board
"Companies Law"	the Companies Law (as revised) of the Cayman Islands as
	amended, supplemented or otherwise modified from time to
	time
"Company"	China Aluminum Cans Holdings Limited 中國鋁罐控股有
	限公司, a company incorporated in the Cayman Islands with
	limited liability with its securities listed on the Main Board of
	the Stock Exchange
"Controlling Shareholder(s)"	has the meaning ascribed to it under the Listing Rules and
	unless the context requires otherwise, refers to Mr. Lin Wan
	Tsang and Wellmass International Limited
"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 any Shares repurchased
	under the Repurchase Mandate will be added to the total
	number of Shares which may be allotted and issued under the
	Issue Mandate
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"	a general and unconditional mandate proposed to be granted
	to the Directors to exercise the power of the Company to
	allot, issue or otherwise deal with Shares up to a maximum of
	20% of the aggregate amount of the shares of the Company in
	issue as at the date of passing the relevant resolution at the
	AGM

− 1 −

	DEFINITIONS
"Latest Practicable Date"	26 March 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	referred to in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Nomination Committee"	the nomination committee of the Company
"PRC"	the People's Republic of China
"Repurchase Mandate"	a general and unconditional mandate proposed to be granted
	to the Directors to enable them during the relevant period to
	repurchase Shares, the aggregate nominal amount of which
	shall not exceed 10% of the aggregate amount of the shares of
	the Company in issue as at the date of passing the relevant
	resolution at the AGM
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	the ordinary share(s) of HK$0.01 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
	issued by the Securities and Futures Commission in Hong
	Kong
"%"	per cent

− 2 −

LETTER FROM THE BOARD

CHINA ALUMINUM CANS HOLDINGS LIMITED

中 國 鋁 罐 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6898)

Executive Directors:	Registered office:
Mr. Lin Wan Tsang (Chairman)	Windward 3, Regatta Office Park,
Mr. Dong Jiangxiong	P.O. Box 1350,
	Grand Cayman KY1-1108,
Non-executive Director:	Cayman Islands
Mr. Kwok Tak Wang
	Principal place of business
Independent non-executive Directors:	in Hong Kong
Dr. Lin Tat Pang	Unit G, 20/F., Golden Sun Centre,
Ms. Guo Yang	Nos. 59/67 Bonham Strand West,
Mr. Yip Wai Man Raymond	Sheung Wan,
	Hong Kong
	9 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for the approval of (a) the Issue Mandate; (b) the Repurchase Mandate; (c) the Extension Mandate; and (d) the re-election of the Directors. This circular contains the explanatory statement and gives all the information reasonably necessary to enable the Shareholders to make informed decisions on whether to vote for or against the resolutions to be proposed at the AGM.

A notice convening the AGM is set out on pages 15 to 19 of this circular.

− 3 −

LETTER FROM THE BOARD

GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

Pursuant to the ordinary resolutions passed by the then Shareholders at the last annual general meeting of the Company held on 15 May 2020, the Directors were granted (a) general and unconditional mandates to allot, issue and deal with Shares not exceeding 20% of the aggregate amount of the Shares in issue on the date of passing of the relevant ordinary resolution; (b) a general and unconditional mandate to repurchase Shares with an aggregate amount not exceeding 10% of the aggregate amount of the Shares in issue on the date of passing of the relevant ordinary resolutions; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate amount of the Shares repurchased by the Company pursuant to the mandate to repurchase securities referred to in (b) above.

The above general mandates will expire at the conclusion of the AGM. At the AGM, the following resolutions, among other matters, will be proposed:

1. to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares up to a maximum of 20% of the aggregate amount of the Shares in issue as at the date of passing of such resolution;
2. to grant the Repurchase Mandate to the Directors to enable them to repurchase Shares up to a maximum of 10% of the aggregate amount of the Shares in issue as at the date of passing of such resolution; and
3. to grant the Extension Mandate to the Directors to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

The full text of the above resolutions are set out in resolutions paragraphs 5 to 7 as set out in the notice of the AGM contained in pages 15 to 19 of this circular.

As at the Latest Practicable Date, the issued share capital of the Company comprised 901,785,000 Shares. On the basis that no further Shares are repurchased or issued prior to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 90,178,500 Shares and under the Issue Mandate to issue a maximum of 180,357,000 Shares, representing 10% and 20% of the issued Shares as at the Latest Practicable Date respectively.

Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Company's memorandum of association and the Articles or the Companies Law or any other applicable laws of the Cayman Islands to be held; or (c) the time when such mandate is revoked or varied by ordinary resolution of the Shareholders in general meeting prior to the next annual general meeting of the Company.

− 4 −

LETTER FROM THE BOARD

With reference to the Repurchase Mandate and the Issue Mandate, the Directors wish to state that they have no immediate plans to repurchase any Shares or allot and issue any new Shares pursuant thereto.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for the Shareholders to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix I to this circular.

RE-ELECTION OF THE DIRECTORS

As at the Latest Practicable Date, the executive Directors are Mr. Lin Wan Tsang and Mr. Dong Jiangxiong, the non-executive Director is Mr. Kwok Tak Wang and the independent non-executive Directors are Dr. Lin Tat Pang, Ms. Guo Yang and Mr. Yip Wai Man Raymond.

Pursuant to article 108(a) of the Articles, at each annual general meeting of the Company, one-third of the Directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every 3 years. A retiring Director shall be eligible for re-election. Accordingly, Mr. Lin Wan Tsang and Mr. Dong Jiangxiong shall retire from office by rotation at the AGM, and being eligible, will offer themselves for re-election.

In accordance with the nomination policy of the Company and the objective criteria (including without limitation, gender, age, ethnicity, cultural and educational background, professional experiences and knowledge) with due regard for the benefits of diversity, as set out under the board diversity policy of the Company, the Nomination Committee has reviewed the re-election of the Directors through:

1. evaluating the performance and contribution of the retiring Directors during the last financial year of the Company and the period thereafter up to the date of evaluation; and
2. assessing the independence of the independent non-executive Directors being Dr. Lin Tat Pang, Ms. Guo Yang and Mr. Yip Wai Man Raymond, and considered whether they remained independent and suitable to continue to act in such roles.

After due evaluation and assessment, the Nomination Committee is of the opinion that:

1. the performance of the retiring Directors was satisfactory and contributed effectively to the operation of the Board; and

− 5 −

LETTER FROM THE BOARD

1. based on the information available to the Nomination Committee and the annual written independence confirmation received from the independent non-executive Directors, the Nomination Committee was satisfied that Dr. Lin Tat Pang, Ms. Guo Yang and Mr. Yip Wai Man Raymond
2. 1. fulfill the requirements of an independent non-executive Director as stipulated under Rule 3.13 of the Listing Rules; and
   2. are the persons of integrity and independent in character and judgement.

Accordingly, the Nomination Committee recommended to the Board, and the Board has considered the re-election of Mr. Lin Wan Tsang and Mr. Dong Jiangxiong as the executive Directors, is in the best interests of the Company and the Shareholders as a whole and has resolved to propose to re-elect each of the retiring Directors at the AGM.

Particulars of each of the retiring Directors proposed to be re-elected at the AGM which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

AGM AND PROXY ARRANGEMENT

A notice of the AGM is set out on pages 15 to 19 of this circular.

A form of proxy for use at the AGM is enclosed herewith. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.6898hk.com). Whether or not you are able to attend the AGM, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, 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 less than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

VOTE BY POLL

In accordance with Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the voting on all resolutions at the AGM will be conducted by way of poll.

− 6 −

LETTER FROM THE BOARD

RECOMMENDATION

Resolutions to be proposed at the AGM include ordinary resolutions relating to (a) the proposed grant of each of the Issue Mandate, Repurchase Mandate and Extension Mandate; and (b) the proposed re-election of each of the retiring Directors. The Directors consider that all the proposed resolutions are in the best interests of the Company and the Shareholders as a whole and, accordingly, recommend all Shareholders to vote in favour of all such resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board of

China Aluminum Cans Holdings Limited

中國鋁罐控股有限公司

Lin Wan Tsang

Chairman and executive Director

− 7 −

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the Repurchase Mandate.

LISTING RULES RELATING TO THE REPURCHASES OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase shares on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 901,785,000 Shares in issue.

The Repurchase Mandate will enable the Directors to repurchase the Shares up to a maximum of 10% of the aggregate amount of shares of the Company in issue as at the date of passing the relevant ordinary resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 90,178,500 Shares.

The Repurchase Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Company's memorandum of association and the Articles or the Companies Law or any other applicable laws of the Cayman Islands to be held; or (c) the time when such mandate is revoked or varied by ordinary resolution of the Shareholders in general meeting prior to the next annual general meeting of the Company.

FUNDING OF REPURCHASE

Repurchases must be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles and the applicable laws and regulations of the Cayman Islands.

It is presently proposed that any purchase of the Shares would be made out of profits of the Company or the proceeds of a fresh issue made for the purchase or out of capital provided that on the day immediately following the date of repurchase the Company is able to pay its debts as they fall due in the ordinary course of business.

As compared with the financial position of the Company as at 31 December 2020 (being the date of its latest audited accounts), the Directors consider that there would not be a material adverse impact on the working capital or gearing position of the Company if the Repurchase Mandate is to be exercised in full during the proposed repurchase period. However, the Directors do not propose to

− 8 −

APPENDIX I

EXPLANATORY STATEMENT

exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interest of the Company and the Shareholders as a whole. Such 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 repurchases will benefit the Company and the Shareholders as a whole.

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) currently intends to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders at the AGM.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell Shares to the Company, or has undertaken not to do so if the Repurchase Mandate is approved by the Shareholders at the AGM.

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If as a result of a repurchase of Shares a Shareholder's proportionate interest in the voting rights of the repurchasing company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

− 9 −

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the details of the Controlling Shareholder's shareholding interest in the Company are as follows:

			Approximate
			percentage of the
			issued share
	Capacity/Nature of	Number of	capital of the
Name	Interest	Shares held	Company
Mr. Lin Wan Tsang	Interest in a controlled	268,000,000	29.72%
("Mr. Lin") (Note 2)	corporation (Note 1)
	Beneficial owner	392,546,000	43.53%
Wellmass International	Beneficial owner (Note 1)	268,000,000	29.72%
Limited ("Wellmass")

Note 1: Wellmass is 100% beneficially owned by Mr. Lin. Accordingly, Mr. Lin is deemed to be interested in the Shares held by Wellmass.

Note 2: Mr. Lin is interested in approximately HK$271.8 million convertible notes of the Company which is convertible into 494,228,072 Shares at a conversion price of HK$0.55.

As at the Latest Practicable Date, altogether representing Mr. Lin and Wellmass owned approximately 73.25% of the issued share capital of the Company.

In the event that the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, the combined interests of Wellmass and Mr. Lin in the Company would increase to approximately 81.39% of the issued share capital of the Company and such an increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeover Code. The Company will not repurchase Shares if that repurchase would result in the number of Shares which are in the hands of the public falling below 25% of the Company's issued share capital.

− 10 −

APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest price at which the Shares were traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date were as follows:

Month	Per Share
	Highest	Lowest
	HK$	HK$
2020
March	0.540	0.450
April	0.520	0.485
May	0.540	0.460
June	0.510	0.460
July	0.550	0.440
August	0.550	0.430
September	0.530	0.430
October	0.495	0.420
November	0.495	0.360
December	0.520	0.405
2021
January	0.550	0.395
February	0.600	0.370
March(Note)	0.520	0.440

Note: Up to the Latest Practicable Date

− 11 −

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

The following are the particulars of the retiring Directors (as required by the Listing Rules) who are subject to re-election at the AGM.

1. MR. LIN WAN TSANG

Mr. Lin Wan Tsang (連運增, "Mr. Lin"), aged 55, is our chairman and executive Director. Mr. Lin is the founder and general manager of our Group. He is also a member of the remuneration committee of the Company and the Nomination Committee. He is responsible for formulating our corporate strategies and overseeing the overall business of our Group. Mr. Lin has over 25 years of experience in the aluminum packaging industry and has extensive experience in the aerosol manufacturing industry. Mr. Lin started his business in the production of aluminum aerosol cans when he established Chaoyang City Euro Asia Aluminum Cans Industrial Company Limited* (潮陽市歐亞 鋁罐工業有限公司) in 1995. Leveraging upon his experience and business connection in the aluminum packaging industry for aerosols, he further expanded his business into the aerosol manufacturing and aerosol filling industries through the establishment of Guangzhou Botny Chemical Co., Ltd. (廣州保賜利化工有限公司) ("Botny Chemical") in 2000 and Euro Asia Aerosol and Household Products Manufacture Co., Ltd. (廣州歐亞氣霧劑與日化用品製造有限公司) ("Euro Asia Aerosol") in 2006.

Mr. Lin is currently the vice-president of Guangdong Provincial Association of Standardization* (廣東省標準化協會) and a standing member of China Packaging Federation (中國包裝聯合會) ("CPF") and the All-China Environment Federation* (中華環保聯合會).

Mr. Lin was appointed as a member of the Conghua City Chinese People's Political Consultative Conference National Committee* (從化市政協委員會) in 2011, vice-principal of the Metal Containers Committee (金屬容器委員會) of CPF for the period from 2011 to 2016, vice-president of Zhongshan City Printing and Packaging Association* (中山市印刷包裝行業協會) for the period from 2011 to 2014, and the deputy director of the Aerosol Packaging Committee (氣霧劑專業委員會) of CPF for the period from 2008 to 2013. He was awarded as honorary citizen of Conghua City, Guangdong Province in 2010.

Mr. Lin has confirmed that he has not been a director in any other listed company in the past 3 years.

Save as disclosed above, Mr. Lin is not connected with any existing senior management, Directors, substantial Shareholders or Controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Lin had a personal interest in 392,546,000 Shares, was deemed by the SFO to be interested in the 268,000,000 Shares held by Wellmass (Wellmass is 100% beneficially owned by Mr. Lin). As such, Mr. Lin had an aggregate interest of 660,546,000 Shares (equivalent to approximately 73.25% of the total number of issued Shares). The outstanding principal amount of convertible notes held by Mr. Lin was HK$271,825,440 which could be converted into 494,228,072 Shares. Save as disclosed above, Mr. Lin does not have any other interest in the Shares and other securities of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

− 12 −

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Lin has entered into a service agreement with the Company for an initial fixed term of three years commencing from 12 July 2013 and shall continue thereafter until terminated by either party by giving not less than three months' notice in writing at any time after such initial fixed term to the other and he is subject to retirement from office and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles. Mr. Lin was entitled to HK$1,819,000 per annum for his appointment as an executive Director and may also be entitled to a discretionary bonus if so recommended by the remuneration committee of the Company and approved by the Board having regard to the operation results of the Group and his performance, provided that the aggregate amount of bonuses payable to all the executive Directors for any financial year may not exceed five percent of the audited consolidated net profits of the Group after taxation and minority interest but before extraordinary items attributable to the Shareholders of the relevant year.

Save as disclosed above, as at the Latest Practicable Date, Mr. Lin (i) has not held any directorship in other listed companies in the past three years; (ii) is not connected with any existing Directors, substantial Shareholders, Controlling Shareholders or senior management of the Company; and (iii) does not have any other interest in the Shares and other securities of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

There is no information relating to Mr. Lin that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders.

1. MR. DONG JIANGXIONG

Mr. Dong Jiangxiong (董江雄, "Mr. Dong"), aged 69, is an executive Director. Mr. Dong obtained his Bachelor's degree in recision Instrument from Tsinghua University* (清華大學). He obtained the Qualification of Patent Attorney* (專利代理人) in 1985 and the Lawyer's License* in the PRC in 1988. He has over 30 years of experience in advising on intellectual properties matters such as patents, trademarks and copyrights. Mr. Dong has extensive experience in advising corporations in the PRC and overseas on intellectual properties matters.

Mr. Dong has entered into a service agreement with the Company for an initial fixed term of three years commencing from 31 March 2016 and shall continue thereafter until terminated by either party by giving not less than three months' notice in writing at any time after such initial fixed term to the other and he is subject to retirement from office and re-election at the annual general meeting of the Company and vacation of office in accordance with the Articles. Mr. Dong was entitled to HK$403,200 per annum for his appointment as an executive Director and may also be entitled to a discretionary bonus if so recommended by the remuneration committee of the Company and approved by the Board having regard to the operation results of the Group and his performance, provided that the aggregate amount of bonuses payable to all the executive Directors for any financial year may not exceed five percent of the audited consolidated net profits of the Group after taxation and minority interest but before extraordinary items attributable to the Shareholders of the relevant year.

− 13 −

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE AGM

As at the Latest Practicable Date, Mr. Dong (i) has not held any directorship in other listed companies in the past three years; (ii) is not connected with any existing Directors, substantial Shareholders, Controlling Shareholders or senior management of the Company; and (iii) does not have any other interest in the Shares and other securities of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

There is no information relating to Mr. Dong that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter that needs to be brought to the attention of the Shareholders.

* For identification purpose only

− 14 −

NOTICE OF ANNUAL GENERAL MEETING

CHINA ALUMINUM CANS HOLDINGS LIMITED

中 國 鋁 罐 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6898)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of China Aluminum Cans Holdings Limited 中國鋁罐控股有限公司 (the "Company") will be held at Room Diamond, Level 22, Nexxus Building, 41 Connaught Road Central, Hong Kong on 12 May 2021 at 2:30 p.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries together with the directors' report and the independent auditor's report for the financial year ended 31 December 2020.
2. To declare a final dividend of HK0.66 cent per ordinary share of the Company in respect of the financial year ended 31 December 2020.
3. (A) (i) To re-elect Mr. Lin Wan Tsang as an executive director of the Company; and
4. 1. 1. To re-elect Mr. Dong Jiangxiong as an executive director of the Company;
   2. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
5. To re-appoint the Company's auditor and to authorise the board of directors to fix the remuneration of the auditor.

AS SPECIAL BUSINESS

5. To consider and, if thought fit, pass with or without modifications, the following resolution as ordinary resolution of the Company:

"THAT

1. subject to paragraph (c) below, and pursuant to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue and deal with any unissued shares in the capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such power be and is hereby generally and unconditionally approved;

− 15 −

NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the shares in the capital of the Company to be issued either during or after the end of the Relevant Period (as hereinafter defined);
2. the aggregate nominal value of the share capital allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to Directors, officers and/or employees of the Company and/or any of its subsidiaries or any other person of shares or rights to acquire shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of the Company in force from time to time; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20% of the total amount of the shares of the Company in issue at the date of the passing of this resolution and the said approval shall be limited accordingly; and
3. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier 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 the Company or any applicable law of the Cayman Islands to be held; and
   3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors of the Company by this resolution.

"Rights Issue" means an offer of shares of the Company or issue of option, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors of the Company to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities) (subject in all cases to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirement of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

− 16 −

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without modifications, the following resolution as ordinary resolution of the Company:
   "THAT
2. 1. subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the aggregate nominal value of the shares of the Company which the Company is authorised to repurchase pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total amount of the shares of the Company in issue at the date of the passing of this resolution, and the authority granted pursuant to paragraph (a) above shall be limited accordingly;
   3. subject to the passing of each of the paragraph (a) and (b) of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which has been granted to the Directors of the Company and which are still in effect be and are hereby revoked; and
   4. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   5. 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 the Company or any applicable law of the Cayman Islands to be held; and
      3. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors of the Company by this resolution."
3. To consider and, if thought fit, pass with or without modifications, the following resolution as ordinary resolution of the Company:
   "THAT conditional upon the ordinary resolutions set out in paragraph 5 and 6 of the notice convening this meeting being passed, the general mandate granted to the Directors of the Company to allot, issue and deal in any unissued shares pursuant to the ordinary resolution set out in paragraph 5 of the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal value of the share capital of the Company which may

− 17 −

NOTICE OF ANNUAL GENERAL MEETING

be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to the ordinary resolution set out in paragraph 6 of the notice convening this meeting, provided that such extended amount shall not exceed 10% of the total amount of the shares of the Company in issue at the date of the passing of this resolution."

By Order of the Board of

China Aluminum Cans Holdings Limited

中國鋁罐控股有限公司

Lin Wan Tsang

Chairman and executive Director

Hong Kong, 9 April 2021

As at the date of this notice, the executive Directors are Mr. Lin Wan Tsang and Mr. Dong Jiangxiong; the non-executive Director is Mr. Kwok Tak Wang; and the independent non-executive Directors are Dr. Lin Tat Pang, Ms. Guo Yang and Mr. Yip Wai Man Raymond.

Notes:

1. Any Shareholder entitled to attend and vote at the meeting is entitled to appoint on or more proxies to attend and vote instead of him. A proxy needs not be a Shareholder.
2. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or the adjourned meeting.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorized.
4. Delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.
5. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, then one of the said persons so present being the most, or as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holder stand on the register in respect of the relevant joint holding.
6. The form of proxy must be signed by the appointor or by his attorney authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an office, attorney or other person duly authorized to sign the same.

− 18 −

NOTICE OF ANNUAL GENERAL MEETING

7. For the purposes of determining the eligibility of the Company's Shareholders to attend and vote at the above meeting, and entitlement to the proposed final dividend for the year ended 31 December, 2020 (the "Final Dividend"), the Company's register of members (the "Register of Members") will be closed. Details of such closures are set out below:

1. For determining eligibility to attend and vote at the above meeting:

Latest time to lodge transfers	4:30 p.m. on Thursday, 6	May 2021
Closure of Register of Members	Friday, 7 May 2021 to Wednesday, 12	May 2021
	(both dates inclusive)
Record date	Wednesday, 12	May 2021

1. For determining entitlement to the Final Dividend:

Latest time to lodge transfers	4:30 p.m. on Friday, 21	May 2021
Closure of Register of Members	Monday, 24 May 2021 to Wednesday, 26	May 2021
	(both days inclusive)
Record date	Wednesday, 26	May 2021

During the above closure periods, no transfer of shares of the Company will be registered. To be eligible to attend and vote at the above meeting, and to qualify for entitlement to the Final Dividend, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than the aforementioned latest time.

− 19 −