Grand Ming : Proposals for (1)Bonus Issue of Shares on the basis of one Bonus Share for every ten Existing Shares held on the Record Date; (2) General Mandates to Issue and Repurchase Shares; (3) Re-election of Retiring Directors and Notice of AGM

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold all your shares in Grand Ming Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

GRAND MING GROUP HOLDINGS LIMITED

佳 明 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1271) PROPOSALS FOR

1. BONUS ISSUE OF SHARES ON THE BASIS OF ONE BONUS SHARE FOR EVERY TEN EXISTING SHARES HELD ON THE RECORD DATE;
2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
3. RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF AGM

The notice convening the AGM to be held at Function Room 1, 38/F, Holiday Inn Express Hong Kong Soho, 83 Jervois Street, Sheung Wan, Hong Kong at 10:00 a.m. on Wednesday, 26 July 2017 is set out on pages 20 to 25 of this circular.

Whether or not you intend to attend the AGM, you are advised to read the notice and to complete, sign and return the accompanying form of proxy for use at the AGM in accordance with the instructions printed thereon to, Tricor Investor Services Limited, the branch share registrar and transfer office of the Company in Hong Kong, at Level 22, 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 holding the AGM or any adjournment thereof. 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.

27 June 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

2. Proposed bonus issue of shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3. Closure of the Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

1. The Issue Mandate 10

2. The Repurchase Mandate and the Extension Mandate 10

3. Re-election of Retiring Directors 11

4. AGM 11

5. Voting by way of poll 11

6. Responsibility statement 12

7. Recommendation 12

8. General 12

9. Miscellaneous 12

APPENDIX I - EXPLANATORY STATEMENT 13 APPENDIX II - PARTICULARS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION 17 NOTICE OF AGM 20

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

"AGM" the annual general meeting of the Company to be held on Wednesday, 26 July 2017 at 10:00 a.m., a notice of which is set out on pages 20 to 25 of this circular

"Articles" the articles of association of the Company as amended modified or otherwise supplemented from time to time

"Board" the board of Directors

"Bonus Issue" the proposed issue of Bonus Shares on the terms set out in this circular

"Bonus Shares" the Shares proposed to be issued by the Company by way of Bonus Issue

"Branch Share Registrar" Tricor Investor Services Limited, the Company's branch

share registrars and transfer office in Hong Kong

"CCASS" the Central Clearing and Settlement System established and operated by HKSCC

"Companies Law" the Companies Law, Cap 22 (Law 3 of 1961 , as consolidated and revised) of the Cayman Islands

"Company" Grand Ming Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are 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. Chan Hung Ming and Chan HM Company Limited

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

"Extension Mandate" a general 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 dollars, the lawful currency of Hong Kong

"HKSCC" Hong Kong Securities Clearing Company Limited

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Issue Mandate" a general 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 total number of Shares in issue as at the date of the passing of the relevant resolution at the AGM

"Latest Practicable Date" 19 June 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained in this circular

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

"Non-qualifying Shareholder(s)" Overseas Shareholder(s) who is/are excluded from the

Bonus Issue and as detailed in the section headed "Overseas Shareholders" in this circular

"Overseas Shareholders" Shareholder(s) whose name(s) appear(s) on the Register

as at the close of business on the Record Date and whose address(es) as shown in the Register on that date is(are) outside Hong Kong