China Jicheng : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF SCHEME MANDATE LIMIT 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 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 China Jicheng 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, 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 Jicheng Holdings Limited

中國集成控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1027)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

REFRESHMENT OF SCHEME MANDATE LIMIT

AND

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page ii of this circular for measures being taken in the attempt to prevent and control the spread of the novel coronavirus (''COVID-19'') at the Annual General Meeting, including:

• compulsory body temperature checks and health declarations;
• each attendee is required to wear a surgical face mask throughout the Annual General Meeting;
• no corporate gift will be distributed and no refreshment will be served at the Annual General Meeting.

Any person who does not comply with the precautionary measures may be denied entry into the venue of the Annual General Meeting at the Company's discretion, to the extent permitted by the applicable laws and regulations. In light of the epidemic situation of COVID-19, the Company wishes to encourage the Shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy.

A notice convening the annual general meeting of China Jicheng Holdings Limited to be held at Portion 2, 12/F, The Center, 99 Queen's Road Central, Central, Hong Kong on 10 June 2021 at 11:30 a.m. is set out on pages 17 to 21 of this circular. A form of proxy is also enclosed.

Whether or not you are able to attend the annual general 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, Union Registrars Limited at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, 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.

30 April 2021

	CONTENTS
		Page
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	- Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix II	- Particulars of Directors for re-election . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the epidemic situation of novel coronavirus (''COVID-19'') situation, the Company will take the following precautionary measures at the Annual General Meeting in the attempt to prevent and control the spread of COVID-19 at the Annual General Meeting:

• Compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.3 degree Celsius, or is exhibiting flu-like symptoms, may be denied entry into or be required to leave the venue of the Annual General Meeting at the Company's discretion, to the extent permitted by the applicable laws and regulations.
• Each attendee is required to wear a surgical face mask throughout the Annual General Meeting and inside the meeting venue, and to maintain a safe distance from other attendees.
• No corporate gift will be distributed and no refreshment will be served at the Annual General Meeting.

In light of the epidemic situation of COVID-19, the Company wishes to encourage the Shareholders to exercise their right to vote at the Annual General Meeting by appointing chairman of the Annual General Meeting as their proxy as an alternative to attending the Annual General Meeting in person, by completing and return the proxy form attached to this circular.

If any Shareholder chooses not to attend the Annual General Meeting in person but has any question about any resolution or about the Company, or has any matter for putting to the board of directors of the Company, he/she is welcome to send such question or matter in writing to our registered office or to our email at [e-mail].

If any Shareholder has any question relating to the Annual General Meeting, please contact Union Registrars Limited, the Company's Hong Kong branch share registrar as follows:

Union Registrars Limited

Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong

Tel: [phone]

Fax: [phone]

As the COVID-19 situation continues to evolve, the Company will closely monitor the situation and reserves the right to take further measures or make any changes to the arrangement of the Annual General Meeting as appropriate at short notice in order to minimise any risk to the Shareholders and others attending the Annual General Meeting and to comply with any requirements or recommendations of any government agencies from time to time.

- ii -

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 December 2020 despatched to the Shareholders
	together with this circular
''AGM'' or ''Annual	the annual general meeting of the Company to be held at
General Meeting''	Portion 2, 12/F, The Center, 99 Queen's Road Central,
	Central, Hong Kong on 10 June 2021 at 11:30 a.m., to
	consider and, if appropriate, to approve the resolutions
	contained in the notice of which is set out on pages 17 to
	21 of this circular, or any adjournment thereof
''Articles''	the articles of association of the Company as amended
	from time to time
''Board''	the board of Directors
''close associate(s)''	has the meaning as defined in the Listing Rules
''Companies Law''	Company Law (as revised) of the Cayman Islands as
	amended, supplemented or otherwise modified from time
	to time
''Company''	China Jicheng Holdings Limited（中國集成控股有限公
	司）, a company incorporated in the Cayman Islands with
	limited liability and the issued Shares of which are listed
	on the Stock Exchange
''core connected person(s)''	has the meaning as defined in the Listing Rules
''Director(s)''	the director(s) of the Company
''Extension Mandate''	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that the total number
	of Shares which may be allotted and issued under the Issue
	Mandate may be extended by an addition of an amount
	representing the total number of Shares repurchased under
	the Repurchase Mandate
''Group''	the Company and its subsidiaries

- 1 -

	DEFINITIONS
''HK$'' and ''HK cents''	Hong Kong dollars and Hong Kong cents respectively, 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 and deal with further new Shares
	not exceeding 20% of the total number of Shares of the
	Company in issue as at the date of passing of the relevant
	resolution at the AGM
''Latest Practicable Date''	26 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	for inclusion in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange, for the time being in force
''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 People's Republic of China
	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
	not exceeding 10% of the total number of Shares of the
	Company in issue as at the date of passing of the relevant
	resolution at the AGM
''Scheme Mandate Limit''	the maximum number of Shares which may be allotted and
	issued upon exercise of all share options to be granted
	under the Share Option Scheme of the Company which
	initially shall not in aggregate exceed 10% of the Shares in
	issue as at the date of adoption of the Scheme Mandate
	Limit by the Shareholders and thereafter, if refreshed shall
	not exceed 10% of the refreshed limit by the Shareholders
''SFO''	the Securities and Futures Ordinance (Chapter 571) of the
	Laws of Hong Kong, for the time being in force
''Share(s)''	ordinary share(s) with a nominal value of HK$0.032 each
	in the share capital of the Company

- 2 -

DEFINITIONS

''Share Option Scheme''	The share option scheme of the Company adopted on
	23 January 2015
''Shareholder(s)''	holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''substantial shareholder(s)''	has the meaning as defined in the Listing Rules
''Takeovers Code''	the Hong Kong Codes on Takeovers and Mergers and
	Share Buy-backs, for the time being in force
''%''	per cent.

- 3 -

LETTER FROM THE BOARD

China Jicheng Holdings Limited

中國集成控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1027)

Executive Directors:	Registered office:
Mr. Huang Wenji (Chairman)	Clifton House
Mr. Yang Guang	75 Fort Street
Mr. Lin Zhenshuang	Grand Cayman
Mr. Chung Kin Hung, Kenneth	KY1-1108
	Cayman Islands
Independent non-executive Directors:
Mr. Tso Sze Wai	Head office and principal place of
Mr. Yang Xuetai	business in the PRC:
Ms. Lee Kit Ying, Winnie	Yonghe Industrial Section
	Yonghe Town
	Jinjiang City
	Fujian Province
	The PRC
	Principal place of
	business in Hong Kong:
	Room 904, Loon Kee Building
	275 Des Voeux Road Central
	Hong Kong
	30 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

REFRESHMENT OF SCHEME MANDATE LIMIT

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the AGM and to provide you with details of the resolutions to be proposed at the AGM including (i) the grant of Issue Mandate; (ii) the grant of Repurchase Mandate; (iii) the grant of Extension Mandate; (iv) the proposed re-election of the retiring Directors; and (v) refreshment of Scheme Mandate Limit.

- 4 -

LETTER FROM THE BOARD

PROPOSED GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

At the annual general meeting of the Company held on 30 June 2020, the Directors were granted a general mandate to (i) allot, issue and deal with shares up to 20% of the total number of Shares of the Company in issue at that date and (ii) repurchase Shares representing not exceeding 10% of the total number of Shares of the Company in issue at that date. This mandate will expire at the conclusion of the AGM.

At the AGM, an ordinary resolution regarding the Issue Mandate will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to allot, issue and deal with further new Shares not exceeding 20% of the total number of Shares of the Company in issue as at the date of passing of the relevant resolution at the AGM. As at the Latest Practicable Date, a total of 302,880,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 60,576,000 Shares.

At the AGM, an ordinary resolution regarding the Repurchase Mandate will also be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, the Shares not exceeding 10% of the total number of Shares of the Company in issue as at the date of passing of the relevant resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 30,288,000 Shares.

In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the AGM to extend the Issue Mandate by an additional amount representing the total number of Shares repurchased under the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles, the Companies Law or the applicable laws of Cayman Islands to be held; or (c) revocation or variation by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

An explanatory statement containing information regarding the Repurchase Mandate as required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the Repurchase Mandate is set out in Appendix I to this circular.

- 5 -

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to article 108 of the Articles, Mr. Huang Wenji and Mr. Chung Kin Hung, Kenneth, being executive Directors and Mr. Tso Sze Wai being independent non-executive Director, shall retire from office by rotation at the AGM and are eligible to offer themselves for re-election at the AGM. Recommendations to the Board for the proposal for re-election of Mr. Huang Wenji and Mr. Chung Kin Hung, Kenneth as executive Directors and Mr. Tso Sze Wai as independent non-executive Director were made by the nomination committee of the Company (the ''Nomination Committee''), after having considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service, as set out in the board diversity policy of the Company.

The biographical details of Mr. Huang Wenji, Mr. Chung Kin Hung, Kenneth and Mr. Tso Sze Wai are set out in Appendix II to this circular.

The Nomination Committee had assessed and reviewed the written confirmation of independence of Mr. Tso Sze Wai the independent non-executive Director who has offered himself for re-election at the AGM based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that he remains independent in accordance with Rule 3.13 of the Listing Rules.

In addition, the Nomination Committee had evaluated their respective performance and is of the view that Mr. Tso Sze Wai has provided valuable contributions to the Company and has demonstrated his abilities to provide independent, balanced and objective view to the Company's affairs. The Nomination Committee is also of the view that Mr. Tso Sze Wai would bring to the Board his own perspectives, skills and experiences, as further described in his respective biography in the Appendix II to this circular.

Based on the board diversity policy adopted by the Company, the Nomination Committee considers that Mr. Tso Sze Wai can contribute to the diversity of the Board, in particular, with his respective strong and diversified educational background and professional experience. Therefore, the Board, with the recommendation of the Nomination Committee, has nominated Mr. Tso Sze Wai for re-election as independent non-executive Director at the AGM.

- 6 -

LETTER FROM THE BOARD

THE ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 17 to 21 of this circular. At the AGM, ordinary resolutions will be proposed to approve, among other matters, the grant of the Issue Mandate, the grant of the Repurchase Mandate, the grant of the Extension Mandate and the re-election of retiring Directors.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not the Shareholders are able to attend the AGM 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, Union Registrars Limited at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, 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 adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM or any adjournment thereof should you so wish. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the AGM shall be conducted by way of poll and the results of the AGM will be announced by the Company in compliance.

REFRESHMENT OF SCHEME MANDATE LIMIT

The Share Option Scheme was adopted by the Company on 23 January 2015. The 10% Scheme Mandate Limit has been previously refreshed three times since the adoption of the Share Option Scheme. At the annual general meeting of the Company held on 30 May 2018 and 31 May 2019, the Scheme Mandate Limit was previously refreshed. At the annual general meeting of the Company held on 30 June 2020, being the last refreshment date, the Scheme Mandate Limit was refreshed. Apart from the Share Option Scheme, the Company has no other share option scheme currently in force.

During the period from the last refreshment date, 30 June 2020, to the Latest Practicable Date, (i) 56,610,000 share options were granted to the eligible participants under the Share Option Scheme; (ii) no share options were lapsed; (iii) no share options were exercised; and (iv) no share options were cancelled. As at the Latest Practicable Date, the Company has 56,610,000 outstanding share options under the Share Option Scheme, representing approximately 18.69% of the total number of Shares in issue as at the Latest Practicable Date which will remain valid after the approval of the refreshment of the Scheme Mandate Limit at the AGM. Among the 56,610,000 share options granted, none of the share options were granted to the consultants.

- 7 -

LETTER FROM THE BOARD

Share options granted to Directors for various services they provided to the Group. These services include overall management strategic development, supervision of production, sales and marketing activities and giving advice on corporate governance.

Share options granted to employees for various services they provided to the Group. These services include research and development services, product design services, sales and marketing services and quality assurance service.

The Company is of the view that share options provide a means for the Company to reward the grantees for their services to the Company, without incurring a cash outflow.

As at the Latest Practicable Date, no outstanding share options entitle the holders thereof to subscribe. Unless the Scheme Mandate Limit is refreshed, the Company may not grant share options pursuant to Share Option Scheme.

As at the Latest Practicable Date, there were totally 302,880,000 Shares in issue. Assuming no further Shares are issued or repurchased during the period from the Latest Practicable Date to the AGM, the number of Shares in issue as at the passing of the ordinary resolution will be 302,880,000 Shares. Accordingly it is expected that, upon the approval of the refreshment of the Scheme Mandate Limit at the AGM, and on the assumption that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the AGM, the number of Shares in issue as at the date of passing of the ordinary resolution granting the refreshment of the Scheme Mandate Limit will be 302,880,000 and therefore, the refreshed Scheme Mandate Limit under the AGM would be 30,288,000 Shares, representing 10% of the total number of Shares in issue at the time of passing the ordinary resolution.

In order to provide the Company with greater flexibility in granting share options to eligible participants under the Share Option Scheme as incentives or rewards for their contributions to the Group, an ordinary resolution as set out in the notice of AGM will be proposed to seek Shareholders' approval at the AGM to refresh the Scheme Mandate Limit of the Share Option Scheme to 10% of the total number of Shares in issue as at the date of passing of the resolution.

- 8 -

LETTER FROM THE BOARD

Pursuant to the terms of the Share Option Scheme and in accordance with Chapter 17 of the Listing Rules, the Shares which may be issued upon exercise of all outstanding share options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company shall not exceed 30% of the total number of Shares in issue from time to time. No share options shall be granted under any scheme(s) of the Company if this will result in the 30% limit being exceeded.

Assuming no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the AGM, the number of Shares in issue as at the date of passing of the ordinary resolution granting the refreshment of the Scheme Mandate Limit will be 302,880,000 and therefore, the refreshed Scheme Mandate Limit under the AGM would be 30,288,000 Shares, representing 10% of the total number of Shares in issue at the time of passing the ordinary resolution, in respect of which options may be granted under the Scheme Mandate Limit as refreshed together with all outstanding options granted and yet to be exercised as at the Latest Practicable Date does not exceed the 30% limit as at the Latest Practicable Date.

The Directors consider that it is in the best interest of the Company to refresh the Scheme Mandate Limit to permit the grant of further share options under the Share Option Scheme so as to provide incentives to, and recognise the contributions of, the Group's employees and other selected grantees.

As at the Latest Practicable Date, the Company had no concrete plan or intention to grant any share options under the Share Option Scheme immediately after obtaining the Shareholders' approval for the proposed refreshment. However, the Board does not rule out the possibility that the Company will grant any share options under the Share Option Scheme in future when such need arise in order to incentivize the respective eligible participants. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

The adoption of the refreshment of the Scheme Mandate Limit is conditional upon:

1. the Shareholders passing an ordinary resolution to approve the refreshment of the Scheme Mandate Limit at the AGM; and
2. the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options that may be granted pursuant to the Share Option Scheme under the Scheme Mandate Limit as refreshed.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of the share options that may be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed.

- 9 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors believe that the proposed grant of the Issue Mandate, the Repurchase Mandate, the Extension Mandate, the re-election of retiring Directors and refreshment of Scheme Mandate Limit to be considered at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of all resolutions to be proposed at the AGM.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 7 June 2021 to Thursday, 10 June 2021, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Friday, 4 June 2021.

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 that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained herein misleading.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

LANGUAGE

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

For and on behalf of the Board of

China Jicheng Holdings Limited

Huang Wenji

Chairman

- 10 -

APPENDIX I

EXPLANATORY STATEMENT

This Appendix I includes an explanatory statement as required under the Listing Rules to provide the requisite information to the Shareholders for consideration of the Repurchase Mandate.

1. LISTING RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution in a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 302,880,000 Shares.

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 AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 30,288,000 Shares, which represents 10% of the entire issued share capital of the Company as at the date of passing the resolution.

3. REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have general authority from the Shareholders to enable the Company to repurchase Shares in the market. 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 if the Directors believe that such repurchases will benefit the Company and its Shareholders.

4. FUNDING OF REPURCHASES

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

- 11 -

APPENDIX I

EXPLANATORY STATEMENT

Taking into account the current financial position of the Company, the Directors consider that, if the Repurchase Mandate were 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 position disclosed in its latest published audited consolidated financial statements as at 31 December 2020. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Group.

5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PARTIES

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is granted, to sell any Shares to the Company or its subsidiaries. No core connected person of the Company as defined in the Listing Rules has notified the Company that he/she/it has a present intention to sell any Shares to the Company or its subsidiaries nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company or its subsidiaries in the event that the Company is authorised to make repurchases of Shares.

6. SHARE PRICES

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

	Share prices (per Share)
	Highest	Lowest
	HK$	HK$
2020
April	0.560*	0.460*
May	0.600*	0.240*
June	0.360*	0.260*
July	0.380*	0.231*
August	0.380	0.275
September	0.330	0.226
October	0.260	0.226
November	0.295	0.140
December	0.250	0.230
2021
January	0.495	0.223
February	1.360	0.410
March	1.180	0.700
April (up to the Latest Practicable Date)	0.850	0.690

• The highest and lowest prices at which the Share have traded on the Stock Exchange have been adjusted pursuant to the share consolidation effective on 6 July 2020.

- 12 -

APPENDIX I

EXPLANATORY STATEMENT

7. 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 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 the group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the Shareholder's or the group of Shareholders interest, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 or 32 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 5% or more of the issued share capital of the Company. Their respective interest as at the Latest Practicable Date is shown under the column ''Before repurchase'' while their respective interest in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the ordinary resolutions in relation to the Repurchase Mandate to be proposed at the AGM (and assuming that the issued share capital of the Company remains unchanged up to the date of the AGM) is shown under the column ''After repurchase'':

	Before	After
	repurchase	repurchase
Jicheng Investment Limited (Note 1)	40.66%	45.17%
Mr. Huang Wenji (Note 1)	41.28%	45.87%
Ms. Chen Jieyou (Note 2)	40.66%	45.87%

The above are calculated based on 302,880,000 Shares in issue as at the Latest Practicable

Date.

Notes:

1. Jicheng Investment Limited is wholly and beneficially owned by Mr. Huang Wenji. Accordingly, Mr. Huang Wenji is deemed to be interested in the entire issued share capital of Jicheng Investment Limited under the SFO.
2. Ms. Chen Jieyou is the spouse of Mr. Huang Wenji and accordingly is deemed to be interested in the Shares in which Mr. Huang Wenji has interest under the SFO.

On the basis of the shareholding held by the Shareholders named above, an exercise of the Repurchase Mandate in full will result in any of them becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

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APPENDIX I

EXPLANATORY STATEMENT

The Directors will not exercise the Repurchase Mandate to such an extent as a result of such repurchase, the number of Shares held by the public would fall below 25% of the total number of Shares in issue. The Directors do not have any present intention (i) to repurchase Shares to an extent which will result in the amount of Shares held by the public being reduced to less than 25% and (ii) to trigger any event under the Takeovers Code.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months ended on the Latest Practicable Date.

9. UNDERTAKING OF THE BOARD

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 and the applicable laws of Cayman Islands.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

The biographical details of the retiring Directors eligible for re-election at the AGM are set out below:

Mr. Huang Wenji（黃文集）, aged 52, is the Chairman of the Board. Mr. Huang was appointed as a Director on 12 June 2014 and re-designated as an executive Director on 25 September 2014. He founded our Group in May 1996 and is responsible for the overall management, strategic development and major decision-making of our Group. Mr. Huang is a controlling shareholder of the Company. Mr. Huang completed his secondary education in the PRC in July 1987. He is the spouse of Ms. Chen Jieyou, an executive Director. Mr. Huang has entered into a service contract with the Company under which he has agreed to act as executive Director for a term of three years and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. Huang is entitled to receive a director's fee of RMB600,000 per annum which is determined by the Board with reference to his duties and responsibility with the Company, the Company's performance and the prevailing market condition. Save as disclosed above, Mr. Huang has not held any other directorship in any listed company in the past three years or any other positions in the Company or other members of the Group. Except for Mr. Huang is the spouse of Ms. Chen Jieyou (another executive Director of the Company). Mr. Huang does not have any relationship with any director, senior management or substantial shareholder (as defined in the Listing Rules) of the Company. As at the date of this circular, Mr. Huang was deemed to be interested in 125,033,900 shares within the meaning of Part XV of the SFO (Chapter 571 of the Laws of Hong Kong) in any shares, underlying shares or debentures of the Company and/or its associated corporations. Save as disclosed in this circular, the Board is not aware of any other information which should be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules nor is/ was Mr. Huang involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company in connection with his appointment.

Mr. Chung Kin Hung, Kenneth（鍾健雄）, aged 54, was appointed as an executive Director on 13 April 2015 and is currently a director of a wholly owned subsidiary of the Company. He has more than 10 years' experience in project management and business strategic planning. Mr. Chung worked as a production manager in the field of consumer electronics products for 5 years and his responsibilities mainly focused on overseeing the production process. Mr. Chung is not appointed for a specific term and he is subject to retirement by rotation and re-election in accordance with the Company's articles of association. Mr. Chung will be entitled to receive a director fee of HK$180,000 per annum which is determined by the Board with reference to his duties and responsibility with the Company, the Company's performance, the prevailing market conditions. Save as disclosed above, Mr. Chung has not held any other

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

directorship in any listed company in the past three years or any other positions in the Company or other members of the Group. Mr. Chung does not have any relationship with any director, senior management or substantial shareholder (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'')) of the Company. As at the date of this circular, Mr. Chung does not have interests within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) in any shares, underlying shares or debentures of the Company and/or its associated corporations. Save as disclosed in this circular, the Board is not aware of any other information which should be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules nor is/was Mr. Chung involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company in connection with his appointment.

Mr. Tso Sze Wai（曹思維）, aged 50, was appointed as an independent non-executive Director on 7 October 2016. Mr. Tso holds a Bachelor degree in Commerce awarded by University of New South Wales, Australia and a postgraduate diploma in Computing in the University of Western Sydney, Australia. He is a member of the Hong Kong Institute of Certified Accountants. He has over 20 years of experience in accounting, corporate finance and corporate secretarial matters. He had held senior management positions in a number of listed companies in Hong Kong and Singapore. Mr. Tso has entered into a letter of appointment with the Company with an initial term of one year and is subject to retirement by rotation and re-election pursuant to the Company's articles of association. Mr. Tso is entitled to receive a director's fee of HK$180,000 per annum which has been determined by the Board with reference to the prevailing market conditions, the remuneration policy of the Company and Mr. Tso's experience and his duties and responsibilities to be exercised on the Company's affairs. The director's fee of Mr. Tso is subject to annual review by the Remuneration Committee and the Board. As at the date of this circular, Mr. Tso does not have any interests in the shares of the Company within the meaning of Part XV of the SFO (Chapter 571 of the Laws of Hong Kong) and has no relationships with any directors, senior management, substantial shareholders, or controlling shareholders of the Company. Save as disclosed in this circular, the Board is not aware of any other information which should be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules nor is/was Mr. Tso involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company in connection with his appointment.

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NOTICE OF ANNUAL GENERAL MEETING

China Jicheng Holdings Limited

中國集成控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1027)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of China Jicheng Holdings Limited 中國集成控股有限公司 (the ''Company'') will be held at Portion 2, 12/F, The Center, 99 Queen's Road Central, Central, Hong Kong on 10 June 2021 at 11:30 a.m. for considering and, if thought fit, to transact the following businesses:

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 30 April 2021.

1. To receive and consider the audited consolidated financial statements and the reports of the directors (the ''Directors'') and auditors of the Company for the year ended 31 December 2020;
2. Each being a separate resolution:
3. 1. To re-elect Mr. Huang Wenji as executive Director;
   2. To re-elect Mr. Chung Kin Hung, Kenneth as executive Director;
   3. To re-elect Mr. Tso Sze Wai as independent non-executive Director; and
   4. To authorise the board of Directors of the Company (the ''Board'') to fix the Directors' remuneration;
4. To re-appoint Elite Partners CPA Limited as the auditors of the Company and to authorise the Board to fix the auditors' remuneration;

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NOTICE OF ANNUAL GENERAL MEETING

4. To consider and if thought fit, pass the following resolution as ordinary resolution of the Company (with or without amendments), ''THAT:

1. subject to paragraph (c) below, pursuant to the Rules (the ''Listing Rules'') Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined (d) below) to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period;
3. the total number of Shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraphs (a) and (b) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or
4. 1. the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or 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 in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20% of the total number of Shares of the Company in issue on the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
5. for the purposes of this resolution:
   ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
6. 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 or any other applicable law of the Cayman Islands to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

1. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).''

5. To consider and if thought fit, pass the following resolution as ordinary resolution of the Company (with or without amendments), ''THAT:

1. subject to paragraph (b), the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ''Securities and Futures Commission'') and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and is hereby generally and unconditionally approved;
2. the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the total number of Shares of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
3. for the purposes of this resolution, ''Relevant Period'' means the period from the date of 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 of the Company, or any other applicable law of the Cayman Islands to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this resolution.''
2. To consider and if thought fit, pass the following resolution as ordinary resolution of the Company (with or without amendments), ''THAT:
   subject to the ordinary resolutions nos. 4 and 5 above being duly passed, the unconditional general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with unissued Shares pursuant to resolution no. 4 above be and is hereby extended by the addition thereon of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this resolution, provided that such amount shall not exceed 10% of the total number of Shares of the Company on the date of the passing of resolution no. 5.''
3. ''THAT: subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of share options which may be granted under the Refreshed Scheme Mandate Limit (as defined below), the existing limit on the grant

of share options under the share option scheme adopted by the Company on

23 January 2015 (the ''Share Option Scheme'') be refreshed provided that the total number of Shares which may be allotted and issued upon exercise of any options to be granted under the Share Option Scheme and any other schemes of the Company (excluding share options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other scheme(s) of the Company), shall not exceed 10% of the aggregate nominal amount of the share capital

of the Company in issue as at the date of the passing of this resolution (the ''Refreshed Scheme Mandate Limit'') and the Directors be and are hereby authorised to do such acts and things and execute such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the Refreshed Scheme Mandate Limit and to grant share options up to the Refreshed Scheme Mandate Limit and to exercise all powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such share options.''

By order of the Board

China Jicheng Holdings Limited

Huang Wenji

Chairman

Fujian Province, the PRC, 30 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A form of proxy for the meeting is enclosed.
2. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.
4. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be) at which the person named in the instrument proposes to vote.
5. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
6. Where there are joint 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, that one of the said persons so present whose name stand first on the register of member of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
7. An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against ordinary resolution no. 5 as set out in this notice will be sent to members of the Company together with the Company's 2020 Annual Report.
8. The register of members of the Company will be closed from Monday, 7 June 2021 to Thursday, 10 June 2021, both days inclusive, during which no transfer of Shares will be registered. In order to qualify for attending and voting at the AGM or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Friday, 4 June 2021.
9. If Typhoon Signal No. 8 or above, or a ''black'' rainstorm warning or extreme conditions caused by super typhoons is in effect in Hong Kong any time after 8:30 a.m. on the date of the meeting, the meeting will be postponed. The Company will post an announcement on the websites of the Company at (www.china-jicheng.cn) and the Stock Exchange at (www.hkexnews.hk) to notify shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the Board comprises four executive Directors, namely Mr. Huang Wenji, Mr. Yang Guang, Mr. Lin Zhenshuang and Mr. Chung Kin Hung, Kenneth, and three independent non-executive Directors, namely Mr. Tso Sze Wai, Mr. Yang Xuetai and Ms. Lee Kit Ying, Winnie.

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