Chow Sang Sang International : Proposals for General Mandates to Repurchase Shares and to Issue New Shares, Re-election of Retiring 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 of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chow Sang Sang Holdings International Limited, you should at once hand this circular and the accompanying form of proxy and important note to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

†

(Incorporated in Bermuda with limited liability)

Stock code: 116

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE NEW SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of annual general meeting of Chow Sang Sang Holdings International Limited to be held at 4/F, Chow Sang Sang Building, 229 Nathan Road, Kowloon, Hong Kong on Wednesday, 2 June 2021 at 10:30 a.m. is set out on pages 12 to 16 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions stated thereon and return it to the Company's branch share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the 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 meeting or at any adjourned meeting thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

†  For identification purpose only

23 April 2021

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Repurchase Shares and Issue New Shares . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . .	4
2021	AGM . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting at the 2021 AGM . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix	- Explanatory Statement . . . . . . . . . . . . . . . . .	9
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . .	12
Accompanying documents
Form of Proxy
Important Note

- i -

DEFINITIONS

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

"2021 AGM"	the annual general meeting of the Company to be held on
	Wednesday, 2 June 2021 at 10:30 a.m. (or any adjournment
	thereof)
"Board"	the board of Directors
"Bye-Laws"	the Company's bye-laws
"Company"	Chow Sang Sang Holdings International Limited, a company
	incorporated in Bermuda with limited liability, the Shares
	of which are currently listed on the main board of the Stock
	Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries from time to time
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	a general mandate proposed to be granted to the Directors
	at the 2021 AGM to exercise all powers of the Company to
	allot, issue and deal with additional Shares not exceeding
	20% of the aggregate number of shares of the Company in
	issue as at the date of passing of the resolution approving
	such mandate
"Latest Practicable Date"	16 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	included herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
"Member(s)"	the holder(s) of the Share(s)
"Notice of AGM"	the notice of the 2021 AGM as set out on pages 12 to 16 of
	this circular

- 1 -

DEFINITIONS

"Repurchase Mandate"	a general mandate proposed to be granted to the Directors
	at the 2021 AGM to exercise all powers of the Company
	to repurchase Shares not exceeding 10% of the aggregate
	number of shares of the Company in issue as at the date of
	passing of the resolution approving such mandate
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
"Share(s)"	the ordinary share(s) of HK$0.25 each in the share capital of
	the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers

- 2 -

LETTER FROM THE BOARD

	†
(Incorporated in Bermuda with limited liability)
	Stock code: 116
Directors:	Registered Office:
Dr. CHAN Bing Fun#	Clarendon House
Mr. Vincent CHOW Wing Shing	2 Church Street
Dr. Gerald CHOW King Sing	Hamilton HM 11
Mr. Stephen TING Leung Huel*	Bermuda
Mr. CHUNG Pui Lam*
Mr. Winston CHOW Wun Sing	Principal Place of Business:
Mr. LEE Ka Lun#	4/F, Chow Sang Sang Building
Dr. LO King Man#	229 Nathan Road
Mr. Stephen LAU Man Lung#	Kowloon
	Hong Kong

• Non-executiveDirector

• Independent Non-executive Director

23 April 2021

To the Members

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE NEW SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposals for the Repurchase Mandate, the Issue Mandate and the re-election of retiring Directors and to seek your approval at the 2021 AGM in connection with, inter alia, such matters.

†  For identification purpose only

- 3 -

LETTER FROM THE BOARD

GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES

At the annual general meeting of the Company held on 11 June 2020, ordinary resolutions were passed to grant general mandates to the Directors to repurchase Shares and issue new Shares. These general mandates will lapse at the conclusion of the 2021 AGM. Resolutions will therefore be proposed at the 2021 AGM to renew these general mandates. The relevant resolutions, in summary, are:

1. to grant to the Directors a Repurchase Mandate as set out in paragraph 7(A) of the Notice of AGM.
2. to grant to the Directors an Issue Mandate as set out in paragraph 7(B) of the Notice of AGM.
3. to extend the Issue Mandate which allows the Directors to issue new Shares to the extent repurchased by the Company as set out in paragraph 7(C) of the Notice of AGM.

An explanatory statement required by the Listing Rules to be sent to Members in connection with the Repurchase Mandate is set out in Appendix to this circular. This explanatory statement contains all requisite information reasonably necessary to enable Members to make an informed decision on whether to vote for or against the relevant resolution at the 2021 AGM.

RE-ELECTION OF RETIRING DIRECTORS

Mr. Vincent CHOW Wing Shing, Mr. CHUNG Pui Lam and Dr. CHAN Bing Fun shall retire by rotation at the 2021 AGM pursuant to bye-law 99(B) of the Bye-Laws. All the retiring Directors, being eligible, will offer themselves for re-election at the 2021 AGM.

Dr. CHAN Bing Fun, who has been serving as Independent Non-Executive Director of the Company for more than 9 years, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy and the Company's corporate strategy, and the independence of all Independent Non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid Independent Non-

- 4 -

LETTER FROM THE BOARD

executive Director who is due to retire at the 2021 AGM. Taking into consideration his actual contributions, his impartiality and his independent judgement on various issues that he has brought to the discussions during Board and Board Committee meetings, the Board is of the view that Dr. CHAN Bing Fun continues to meet the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines notwithstanding the length of his service to the Company and should therefore be re-elected.

Biographical details of the retiring Directors proposed for re-election, which are required to be disclosed pursuant to the Listing Rules, are as follows:

Mr. Vincent CHOW Wing Shing, SBS, BBS, MBE, JP, aged 74, is an Executive Director of the Company, the Chairman of the Board, the Group General Manager and a director of a number of subsidiaries within the Group. Mr. CHOW is the cousin of Dr. Gerald CHOW King Sing and Mr. Winston CHOW Wun Sing and the father of Ms. Genevieve CHOW Karwing. He is a director of Everwin Company Limited ("Everwin"), a substantial shareholder of the Company. Mr. CHOW has been with the Group for over 35 years, having been the Group General Manager and the Chairman since 1998 and 2013 respectively. He is appointed by the Home Affairs Bureau's to its Advisory Committee on Arts Development as the Chairman and the Board of Governors of City University of Hong Kong Foundation as a member. Mr. CHOW was made an Honorary Fellow of the Hong Kong Academy for Performing Arts; and he serves as a Director of the Board of The Hong Kong International Film Festival Society Limited, which is a not-for-profit organisation. He is a member of the Board of Governors and a member of the College Council of the UOW College Hong Kong.

As at the Latest Practicable Date, Mr. CHOW was interested in 136,271,595 Shares within the meaning of Part XV of the SFO. All the Shares were held by a discretionary trust of which Mr. CHOW was the beneficiary. The trustee of the trust held the 120,000,000 Shares and the 16,271,595 Shares through Everwin and Golden Court Limited respectively.

There is no specific term on Mr. CHOW's length of service with the Company but he is subject to retirement by rotation and re-election at least once every three years at the Company's annual general meeting in accordance with the provisions of the Bye-Laws. He was entitled to director's remuneration in the amount of HK$3,938,945 in 2020, of which HK$419,250 was director's fee and the remaining as emoluments as an executive. The emoluments, which include salaries and bonus, are determined in accordance with the terms under his employment contract. The director's fee and the terms under the employment contract are determined by the Board with the recommendation of the Remuneration Committee of the Company with reference to his duties and responsibilities to the Group and the prevailing market situations.

- 5 -

LETTER FROM THE BOARD

Mr. CHUNG Pui Lam, GBS, OBE, JP, LL.B (Lond.) (Hons), aged 80, is a Non-executive Director of the Company, and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company. He was appointed as an Independent Non-executive Director of the Company on 26 June 1995 and re-designated as a Non- executive Director in September 2004. Mr. CHUNG is a solicitor in practice. Apart from being a China-appointed Attesting Officer and a Hong Kong Notary Public, he is also an independent non-executive director of two other listed companies in Hong Kong, namely S E A Holdings Limited and Datronix Holdings Limited.

As at the Latest Practicable Date, Mr. CHUNG did not have interest in Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Pursuant to the letter of appointment entered into between the Company and Mr. CHUNG, Mr. CHUNG is appointed for a term of approximately three years. He is subject to retirement by rotation and re-election at least once every three years at the Company's annual general meeting in accordance with the provisions of the Bye-Laws. Mr. CHUNG was entitled to a director's fee of HK$351,000 in 2020. The director's fee and the terms under the letter of appointment are determined by the Board at the recommendation of the Remuneration Committee of the Company with reference to his duties and responsibilities to the Company and the prevailing market situations.

Dr. CHAN Bing Fun, MB, BS, DMRT, aged 87, is an Independent Non-executive Director of the Company, and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company. He has been with the Group for over 45 years. Dr. CHAN is a medical doctor in private practice in Hong Kong.

As at the Latest Practicable Date, Dr. CHAN was personally interested in 1,320,000 Shares within the meaning of Part XV of the SFO.

Pursuant to the letter of appointment entered into between the Company and Dr. CHAN, Dr. CHAN is appointed for a term of approximately three years. He is subject to retirement by rotation and re-election at least once every three years at the Company's annual general meeting in accordance with the provisions of the Bye-Laws. Dr. CHAN was entitled to a director's fee of HK$351,000 in 2020. The director's fee and the terms under the letter of appointment are determined by the Board at the recommendation of the Remuneration Committee of the Company with reference to his duties and responsibilities to the Company and the prevailing market situations.

- 6 -

LETTER FROM THE BOARD

Save as disclosed above, all the above retiring Directors do not have any former name and alias. They did not hold any other directorships in the last three years in any other public companies, the securities of which are listed in Hong Kong or overseas and do not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company nor do they hold any other positions in the Group.

Save as disclosed above, there are no other matters concerning the retiring Directors that need to be brought to the attention of the Members nor any information to be disclosed pursuant to the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

2021 AGM

At the 2021 AGM, ordinary resolutions in respect of, among other things, the general mandates to repurchase Shares and issue new Shares and the re-election of retiring Directors will be proposed.

Members are advised to read the Notice of AGM and the accompanying important note, and to complete and return the accompanying form of proxy for use at the 2021 AGM in accordance with the instructions stated thereon.

VOTING AT THE 2021 AGM

Pursuant to rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, all the resolutions set out in the Notice of AGM will be decided by poll pursuant to the Listing Rules. The chairman of the 2021 AGM will explain the detailed procedures for conducting a poll at the meeting.

On a poll, every Member present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid Share held. A Member present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his votes or cast all his votes in the same way.

After the conclusion of the 2021 AGM, an announcement on the poll results will be published on the websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company at www.chowsangsang.com.

- 7 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed granting of the Repurchase Mandate and the Issue Mandate and the re-election of retiring Directors are in the best interests of the Company and the Members as a whole and therefore recommend Members to vote in favour of the relevant resolutions to be proposed at the 2021 AGM.

Yours faithfully,

By order of the Board

Chow Sang Sang Holdings International Limited

Vincent CHOW Wing Shing

Chairman

- 8 -

APPENDIX	EXPLANATORY STATEMENT

This explanatory statement contains all the requisite information required to be given to the Members pursuant to rule 10.06(1)(b) and other relevant provisions of the Listing Rules, for their consideration of the Repurchase Mandate.

SHARE CAPITAL

Exercise in full of the Repurchase Mandate, on the basis of 677,434,000 Shares in issue of the Company as at the Latest Practicable Date and with the assumption that no Share will be repurchased or issued between the Latest Practicable Date and the 2021 AGM date, would result in up to 67,743,400 Shares being repurchased by the Company during the period from passing of the resolution until whichever is the earliest of (a) the conclusion of the next annual general meeting; (b) the expiration of the period within which the next annual general meeting is required by law to be held; or (c) the authority given to the Directors is revoked or varied by ordinary resolution of Members in general meeting.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Members to have a general authority from Members to enable the Directors to repurchase shares of the Company on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Members.

SOURCE OF FUNDS

In repurchasing Shares, the Company shall only apply funds legally available for such purpose in accordance with its memorandum of association, the Bye-Laws and the laws of Bermuda. The legally available funds are funds from the distributable profit of the Company.

IMPACT OF REPURCHASES

The exercise in full of the Repurchase Mandate may have a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements in the annual report of the Company for the year ended 31 December 2020. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or gearing position of the Company.

- 9 -

APPENDIX	EXPLANATORY STATEMENT

DIRECTORS' UNDERTAKING AND CORE CONNECTED PERSONS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate pursuant to the proposed resolution to be approved at the 2021 AGM in accordance with the Listing Rules and the applicable laws of Bermuda.

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) have a present intention, in the event that the Repurchase Mandate is approved by the Members, to sell Shares to the Company.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Members.

TAKEOVERS CODE

If as a result of a share repurchase a Member's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. As a result, a Member or a group of Members acting in concert (within the meaning under the Takeovers Code) could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Vincent CHOW Wing Shing, Director, is the beneficiary of a discretionary trust, which is the single largest Member and interested in 136,271,595 Shares, representing 20.12% of the number of issued shares of the Company. If the Repurchase Mandate was exercised in full, the shareholding of the aforesaid discretionary trust in the Company would be increased to 22.35%. The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate. In addition, the Company will not purchase its Shares which will reduce the total number of issued shares of the Company in public hands to below 25%.

- 10 -

APPENDIX	EXPLANATORY STATEMENT

SHARE REPURCHASES MADE BY THE COMPANY

No Shares had been repurchased by the Company during the six months prior to the Latest Practicable Date, whether on the Stock Exchange or otherwise.

SHARE PRICE

The highest and lowest prices per Share at which Shares were traded on the Stock Exchange during each of the twelve months preceding and up to the Latest Practicable Date, were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	8.11	7.07
May	8.05	7.17
June	8.89	7.41
July	8.96	7.94
August	8.97	8.20
September	8.75	7.81
October	8.74	8.02
November	10.00	8.33
December	9.54	8.34
2021
January	9.99	8.85
February	11.00	9.19
March	12.60	10.04
April*	14.20	12.14

*  Up to the Latest Practicable Date

- 11 -

NOTICE OF ANNUAL GENERAL MEETING

†

(Incorporated in Bermuda with limited liability)

Stock code: 116

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of Chow Sang Sang Holdings International Limited (the "Company") will be held at 4/F, Chow Sang Sang Building, 229 Nathan Road, Kowloon, Hong Kong on Wednesday, 2 June 2021 at 10:30 a.m. for the following purposes:

As ordinary business:

1. To receive and adopt the audited consolidated financial statements, report of the directors and independent auditor's report for the year ended 31 December 2020.
2. To declare a final dividend of HK26 cents per ordinary share for the year ended 31 December 2020.
3. To declare a special final dividend of HK16 cents per ordinary share for the year ended 31 December 2020.
4. To re-elect the following retiring directors of the Company, each as a separate resolution:
5. 1. Mr. Vincent CHOW Wing Shing
   2. Mr. CHUNG Pui Lam
   3. Dr. CHAN Bing Fun
6. To authorise the board of directors of the Company to fix the remuneration of the directors.
7. To re-appoint Ernst & Young as auditor and to authorise the board of directors of the Company to fix its remuneration.

†  For identification purpose only

- 12 -

NOTICE OF ANNUAL GENERAL MEETING

As special business:

ORDINARY RESOLUTIONS

To consider and, if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:

7. (A) "THAT:

1. subject to paragraph (b) of this resolution, the exercise by the directors of the Company (the "Directors") during the Relevant Period of all the powers of the Company to repurchase issued shares in the capital 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 are 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 applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the aggregate number of shares repurchased pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate number of shares of the Company in issue at the date of 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 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 law to be held; or
   3. the date upon which the authority given to the Directors as set out in this resolution is revoked or varied by way of ordinary resolution in general meeting."

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

1. "THAT:
2. 1. subject to paragraph (c) of this resolution, the exercise by the directors of the Company (the "Directors") during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) of this resolution shall authorise the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers to allot, issue and deal with additional shares in the capital of the Company under paragraph (a) of this resolution after the end of the Relevant Period;
   3. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:
   4. 1. a Rights Issue;
      2. any share option scheme or similar arrangement for the time being adopted for the grant or issue to the eligible participants of shares or rights to acquire shares of the Company; or
      3. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company,

shall not exceed 20% of the aggregate number of shares of the Company in issue at the date of passing of this resolution and this approval shall be limited accordingly; and

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 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 law to be held; or
   3. the date upon which the authority given to the Directors as set out in this resolution is revoked or varied by way of ordinary resolution in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange)."

1. "THAT conditional upon the passing of resolutions numbers 7(A) and 7(B) as set out in the notice convening the meeting, the general mandate referred to in resolution number 7(B) as set out in the notice convening the meeting be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the aggregate number of shares of the Company repurchased by the Company since the granting of the said general mandate pursuant to resolution number 7(A) as set out in the notice convening the meeting, provided that such extended number shall not exceed 10% of the aggregate number of shares of the Company in issue at the date of passing of this resolution."

By order of the Board

Chow Sang Sang Holdings International Limited

Morison CHAN Chi Kong

Company Secretary

Hong Kong, 23 April 2021

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the Meeting or at any adjournment thereof is entitled to appoint multiple proxies to attend and vote instead of him in accordance with the bye-laws of the Company; a proxy need not be a member of the Company.
2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy or by representative, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
3. The register of members of the Company will be closed from Friday, 28 May 2021 to Wednesday, 2 June 2021, both dates inclusive, during which period no transfer of shares will be registered, for the purpose of ascertaining members' entitlement to attend and vote at the Meeting. In order to be entitled to attend and vote at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Thursday, 27 May 2021.
4. Upon the approval by members at the Meeting, the proposed final dividend and special final dividend shall be distributed to members whose names appear on the register of members of the Company on Thursday, 10 June 2021. The register of members of the Company will be closed from Tuesday, 8 June 2021 to Thursday, 10 June 2021, both dates inclusive, during which period no transfer of shares will be registered, for the purpose of ascertaining members' entitlement to the proposed final dividend and special final dividend. In order to establish entitlements to the proposed final dividend and special final dividend, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar, Tricor Tengis Limited, at the address as set out in paragraph 3 above not later than 4:30 p.m. on Monday, 7 June 2021.
5. In order to be valid, a form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar, Tricor Tengis Limited, at the address as set out in paragraph 3 above not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
6. Completion and return of a form of proxy will not preclude a member from attending and voting in person at the Meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.
7. If a tropical cyclone warning signal no. 8 or above is in force after 8:30 a.m. on the date of the Meeting, the Meeting will be postponed or adjourned. The Company will as soon as practicable post an announcement on the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.chowsangsang.com to notify members of the date, time and place of the rescheduled meeting.

- 16 -