Haina Intelligent Equipment International : (1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; (2) PROPOSED DISTRIBUTION OF FINAL DIVIDEND; (3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND (4) 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, you should consult your stockbroker 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 Haina Intelligent Equipment International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the 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.

Haina Intelligent Equipment International Holdings Limited

海 納 智 能 裝 備 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1645)

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES

AND REPURCHASE SHARES;

1. PROPOSED DISTRIBUTION OF FINAL DIVIDEND;
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND
3. 1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at No. 12 Lingyuan Road, Wuli Industrial Zone, Jinjiang City, Fujian Province, PRC on Friday, 28 May 2021 at 11:00 a.m. is set out on pages 19 to 24 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the offices of the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 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.

22 April 2021

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate, Extension Mandate and Repurchase Mandate . . . . . . . . . . . .	4
Proposed Distribution of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Poll Voting at Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II - Details of Directors proposed to be re-elected at
the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

- i -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at
or "Meeting"	No. 12 Lingyuan Road, Wuli Industrial Zone, Jinjiang City,
	Fujian Province, PRC on Friday, 28 May 2021 at 11:00 a.m.
	or any adjournment thereof
"Article"	an article of the Articles of Association
"Articles of Association"	the articles of association of the Company
"Audit Committee"	the audit committee of the Board
"Board"	the board of Directors
"close associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Company"	Haina Intelligent Equipment International 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
"core connected person(s)"	has the meaning ascribed thereto under 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 any Shares repurchased
	under the Repurchase Mandate will be added to the total
	number of Shares which may be allotted and issued under
	the General Mandate
"Final Dividend"	the proposed final dividend of HK$0.05 per share for the
	year ended 31 December 2020
"General Mandate"	the general mandate proposed to be granted to the Directors
	at the Annual General Meeting to issue further new Shares
	not exceeding 20% of the total number of issued Shares
	at the date of the passing of the resolution approving the
	General Mandate

- 1 -

	DEFINITIONS
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	16 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
"Listing Date"	3 June 2020, the date on which the issued Shares were
	initially listed on the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Nomination Committee"	the nomination committee of the Board
"Repurchase Mandate"	a general and unconditional mandate proposed to be granted
	to the Directors to exercise the power of the Company to
	repurchase Shares up to a maximum of 10% of the total
	number of issued Shares as at the date of passing of the
	resolution approving the Repurchase Mandate
"Remuneration Committee"	the remuneration committee of the Board
"RMB"	Reminbi, the lawful currency of the People's Republic of
	China
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of the
	Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Hong Kong Codes on Takeovers and Mergers
"%"	per cent.

- 2 -

LETTER FROM THE BOARD

Haina Intelligent Equipment International Holdings Limited

海 納 智 能 裝 備 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1645)

Executive Directors:	Registered Office:
Mr. Hong Yiyuan	Cricket Square
(Chairman and Chief Executive Officer)	Hutchins Drive
Mr. Zhang Zhixiong	PO Box 2681,
Mr. Su Chengya	Grand Cayman KY1-1111
Mr. He Ziping	Cayman Islands
Non-executive Director:	Principal place of business
Mr. Chang Chi Hsung	in Hong Kong:
	Flat C, 21st Floor
Independent Non-Executive Directors:	Max Share Centre
Mr. Chan Ming Kit	373 King's Road
Dr. Wang Fengxiang	North Point
Mr. Ng Tat Fung	Hong Kong
	Head office and principal place of
	business in the PRC:
	Wuli Technology Park
	Economic Development Area
	Jinjiang City
	PRC

22 April 2021

To the Shareholders

Dear Sir or Madam,

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES

AND REPURCHASE SHARES;

1. PROPOSED DISTRIBUTION OF FINAL DIVIDEND;
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND
3. 1. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The primary purpose of this circular is to give you details of the following proposals which, together with other ordinary business, will be proposed at the Annual General Meeting for consideration and, where appropriate, approval by the Shareholders:

- 3 -

LETTER FROM THE BOARD

1. to grant the General Mandate to the Directors and the extension thereof under the Extension Mandate to the Directors;
2. to grant the Repurchase Mandate to the Directors;
3. to distribute the Final Dividend; and
4. to re-elect the Directors.

The notice of Annual General Meeting is set out on pages 19 to 24 of this circular.

G E N E R A L M A N D A T E , R E P U R C H A S E M A N D A T E A N D E X T E N S I O N MANDATE

Pursuant to the written resolutions dated 8 May 2020 were passed by the Shareholders, among other things, to grant general and unconditional mandates to the Directors to exercise the power to allot, issue and otherwise deal with Shares and to repurchase Shares.

Such general mandates will lapse at the conclusion of the Annual General Meeting. Accordingly, the Company proposes to seek approval of the Shareholders at the Annual General Meeting to grant new general mandates to the Directors to exercise the above powers.

The General Mandate, Extension Mandate and the Repurchase Mandate shall be effective until whichever is the earliest of:

1. the conclusion of the next annual general meeting of the Company; or
2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands to be held; or
3. the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I of this circular.

- 4 -

LETTER FROM THE BOARD

General Mandate and the Extension Mandate

The Company has in issue an aggregate of 470,004,000 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot and issue up to a maximum of 94,000,800 Shares, representing 20% of the total number of issued Shares at the time of the passing of the resolution approving the General Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the Annual General Meeting.

Subject to the passing of the proposed resolutions for the approval of the General Mandate and the Repurchase Mandate, an ordinary resolution will also be proposed to authorise the Directors to extend the General Mandate so granted to the Directors by adding thereto Shares repurchased by the Company pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, the Directors have no immediate plans to issue any new Shares other than any Shares which may fall to be issued under the currently in force share option scheme of the Company or any scrip dividend scheme which may be approved by the Shareholders.

Repurchase Mandate

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Repurchase Mandate to the Directors. Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and in accordance with the terms therein, the Company would be allowed to repurchase up to a maximum of 47,000,400 Shares, representing 10% of the total number of issued Shares at the time of the passing of the resolution approving the Repurchase Mandate assuming that no further Shares will be issued or repurchased by the Company prior to the Annual General Meeting.

- 5 -

LETTER FROM THE BOARD

PROPOSED DISTRIBUTION OF FINAL DIVIDEND

As disclosed in the announcement of final results for the year ended 31 December 2020 dated 24 March 2021, the Board had recommended the payment of a final dividend of HK$0.05 per Share for the year ended 31 December 2020 to Shareholders whose names appear on the register of members of the Company on Wednesday, 9 June 2021. Subject to approval by Shareholders at the Annual General Meeting, the Final Dividend shall be payable to entitled Shareholders on or around Friday, 2 July 2021.

For the purpose of determining the entitlement of Shareholders to receive the Final Dividend, the register of members of the Company will be closed from Monday, 7 June 2021 to Wednesday, 9 June 2021, both days inclusive, during which period no transfer of Shares will be registered. For the purpose of ascertaining Shareholders' entitlement to the Final Dividend, all transfers of Shares accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712- 1716, 17/F, Hopewell Centre, 183 Queen's Road East, Hong Kong, by not later than 4:30 p.m. on Friday, 4 June 2021. Shareholders whose names appear on the register of members of the Company on the record date, i.e. Wednesday, 9 June 2021, will be entitled to the Final Dividend.

RE-ELECTION OF DIRECTORS

According to Article 108(a), one-third of the Directors for the time being, or if their number is not a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation at every annual general meeting. A retiring Director shall be eligible for re-election.

In accordance with Article 108(a), Mr. Zhang Zhixiong, Mr. Su Chengya and Mr. He Ziping shall retire from their offices by rotation at the Annual General Meeting. Being eligible, Mr. Zhang Zhixiong, Mr. Su Chengya and Mr. He Ziping will offer themselves for re-election at the Annual General Meeting.

According to Article 112, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company (in the case of an addition to the existing Board) or until the next following general meeting of the Company (in the case of filling a casual vacancy) and shall then be eligible for re-election.

In accordance with Article 112, Mr. Hong Yiyuan shall hold office only until the Annual General Meeting and, being eligible, will offer himself for re-election.

- 6 -

LETTER FROM THE BOARD

Recommendation of the Nomination Committee

The Nomination Committee had considered the skills, experience, professional expertise of the retiring Directors (the "Retiring Directors"), their contributions to the Group's performance and development and has also taken into account the Company's policy on board diversity, and the Nomination Committee believes that the Retiring Directors are capable to provide leadership on the continued development of the Group and their re-election would allow continuity of the Board and the senior management team of the Group. Therefore, the Nomination Committee nominated the retiring Directors, namely Mr. Hong Yiyuan, Mr. Zhang Zhixiong, Mr. Su Chengya and Mr. He Ziping to the Board for it to propose to the Shareholders for re-election at the Annual General Meeting. To comply with good corporate governance practice, each of the Retiring Directors who were members of the Nomination Committee had abstained from voting at the relevant Nomination Committee meeting on the respective propositions of their recommendations to the Board for re-election.

At the Annual General Meeting, separate ordinary resolutions will be proposed to re-elect Mr. Hong Yiyuan, Mr. Zhang Zhixiong, Mr. Su Chengya and Mr. He Ziping, respectively as Directors.

Particulars relating to Mr. Hong Yiyuan, Mr. Zhang Zhixiong, Mr. Su Chengya and Mr. He Ziping are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The resolutions to be proposed at the Annual General Meeting are set out in full in the notice of Annual General Meeting on pages 19 to 24 of this circular. Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, 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 Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending the Annual General Meeting or any adjournment thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, at the Annual General Meeting, the chairman of the Meeting will exercise his power under Article 72 of the Articles of Association to put each of the resolutions set out in the notice of Annual General Meeting to be voted by way of poll.

- 7 -

LETTER FROM THE BOARD

As for as the Company is aware, none of the Shareholders is required to abstain from voting at the Annual General Meeting pursuant to the Listing Rules and/or the Articles of Association.

RECOMMENDATION

The Directors believe that the proposed grant of the General Mandate and the Repurchase Mandate, the extension of the General Mandate by the Shares repurchased pursuant to the Repurchase Mandate, the proposed distribution of Final Dividend and the proposed re-election of Directors are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the above resolutions to be proposed at the Annual General Meeting.

GENERAL

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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

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

Yours faithfully,

By Order of the Board

Haina Intelligent Equipment International Holdings Limited

Mr. Hong Yiyuan

Chairman, Chief Executive Officer and Executive Director

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

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

1. REPURCHASE OF SHARES FROM CORE CONNECTED PARTIES
   The Listing Rules prohibit a company from knowingly purchasing shares on the Stock Exchange from a "core connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates and a connected person is prohibited from knowingly selling his/her/its securities to the Company.
   No core connected person of the Company has notified the Company that he/she/ it has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
2. SHARE CAPITAL
   As at the Latest Practicable Date, the issued share capital of the Company comprised 470,004,000 fully paid Shares.
   Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 47,000,400 Shares.
3. REASONS FOR THE REPURCHASE
   The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

1. FUNDING OF REPURCHASE
   Pursuant to the Repurchase Mandate, repurchase would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available under the laws of the Cayman Islands and the memorandum and Articles of Association for such purpose.
   An exercise of the Repurchase Mandate in full would not have a material adverse impact on the working capital or gearing position of the Company when compared with that as at 31 December 2020, being the date of its latest published audited consolidated financial statements. However, the Directors do not propose to exercise the repurchase of Shares to such 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 Company.
2. SHARE PRICES
   The highest and lowest prices at which the Shares have traded on the Stock Exchange since the Listing Date, and up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
June (since the Listing Date)	1.38	0.81
July	0.96	0.80
August	0.95	0.80
September	0.80	0.53
October	0.62	0.54
November	0.73	0.54
December	0.64	0.55
2021
January	0.97	0.55
February	0.98	0.83
March	1.25	0.81
April (up to the Latest Practicable Date)	1.11	1.02

- 10 -

APPENDIX I

EXPLANATORY STATEMENT

1. UNDERTAKING
   None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the Annual General Meeting and exercised.
   The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association and the applicable laws of the Cayman Islands.
2. TAKEOVERS CODE
   If, as a result of a securities repurchase, a Shareholder's proportionate interest in the voting rights of the Company is increased, such an increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
   As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Hong Yiyuan, Mr. Zhang Zhixiong, Mr. Su Chengya and Mr. He Ziping are the controlling shareholders of the Company, holding 348,000,000 Shares or approximately 74.04% of the issued share capital of the Company, through Prestige Name International Limited ("Prestige Name"). In the event that the Directors will exercise in full the Repurchase Mandate, the interests in the Company of each of Mr. Hong Yiyuan, Mr. Zhang Zhixiong, Mr. Su Chengya and Mr. He Ziping and Prestige Name would increase to approximately 82.27% of the issued share capital of the Company. However, such increase will not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

- 11 -

APPENDIX I

EXPLANATORY STATEMENT

Assuming that there is no issue of Shares in the Company between the Latest Practicable Date and the date of the repurchase, an exercise of the Repurchase Mandate in whole or in part may result in the number of Shares in the public hands falling below the prescribed minimum percentage of 25% as required by the Stock Exchange. The Directors confirm that the Repurchase Mandate will not be exercised if the repurchase would result in the number of Shares which are in the hands of the public falling below 25% of the total number of Shares in issue (or such other percentage as may be prescribed as the minimum public shareholding under the Listing Rules).

8. SHARES 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 immediately prior to the Latest Practicable Date.

- 12 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

The details of the Directors proposed to be re-elected at the Annual General Meeting are set out below:

Mr. Hong Yiyuan

Mr. Hong Yiyuan ("Mr. Hong"), aged 42, is one of the founders of the Group, the executive director of the Company, the chairman of the Board and the chief executive officer of the Company. He was appointed as the Director on 20 December 2017 and re-designatedas an executive Director on 21 March 2019. Mr. Hong joined the Group on 14 March 2011. Mr. Hong is responsible for formulating corporate planning, business development and supervising the overall operations of the Group. He is the chairman of the Nomination Committee and a member of the Remuneration Committee. He is a director of Affluent International Group Limited, Haina Technology Group Limited, Jinjiang Haina Machinery Company Limited（晉江海納機械有限公司）and Hangzhou Haina Machinery Company Limited（杭州海納機械有限公司）.

Mr. Hong has over 19 years of experience in the disposable hygiene product machinery industry. From May 1998 to June 2002, Mr. Hong worked as a technician at Fujian Hengan Holding Co., Ltd.（福建恒安集團有限公司）, a subsidiary of Hengan International Group Company Limited, a company listed on the Stock Exchange (stock code: 01044). From 2003 to 2006, he served as a manager at Guiyang Nanming Hemei Paper Fitting Factory（貴陽南明合美紙業加工廠）, which was engaged in the sales and production of the disposable sanitary products including napkins, sanitary napkins, and diapers. From August 2006 to July 2010, Mr. Hong was the legal representative of Guiyang Nanming Tiantian Hygiene Products Company Limited（貴陽南明天天衛生用品有限公司）, which was engaged in the sales and production of the disposable hygiene products.

Mr. Hong was appointed as the vice president of The Second Standing Committee of the Chamber of Commerce in Jinjiang Economic Development Zone（晉江經濟開發區商會第 二屆理事會）in March 2018. Since November 2020, Mr. Hong has been the vice president of The First Board of Directors (Supervisors) of Shishi Chamber of Commerce for Import and Export（石獅市進出口商會第一屆理（監）事會）and also the vice president of The Second Board of Directors (Supervisors) of the Shishi International Chamber of Commerce （石獅市國際商會第二屆理（監）事會）. Since December 2020, Mr. Hong has been Honorary President of The 4th Council of Jinjiang Charity Federation（晉江市慈善總會第四屆理事 會）.

- 13 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Hong completed a specialist program in mechanical manufacturing and automation through distance-learning(part-time) from Tianjin University（天津大學）in the PRC in January 2017.

Mr. Hong does not hold any directorship in any public listed companies in the last three years.

Mr. Hong does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Hong was interested and deemed to be interested in 348,000,000 Shares within the meaning of Part XV of the SFO.

Mr. Hong has entered into a director's service agreement with the Company for a term of three years commencing from the Listing Date. Mr. Hong is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. Mr. Hong is entitled to receive an initial annual emolument of approximately HKD300,000 and for his other work positions with the Group (which was determined with reference to his qualification, experience, the scope of responsibilities within the Group and the prevailing market conditions. He is also entitled to a discretionary bonus, the amount of which is determined with reference to the operation results of the Group and his performance.

In relation to the proposed re-election of Mr. Hong and so far as the Directors are aware, there are no other matters that need to be brought to the attention of the Shareholders nor other information relating to Mr. Hong that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Zhang Zhixiong

Mr. Zhang Zhixiong ("Mr. Zhang"), aged 42, is one of the founders of the Group and the executive director of the Company. He was appointed as an executive Director on 21 March 2019. Mr. Zhang joined the Group on 24 January 2011. Mr. Zhang is responsible for the corporate and finance management of the Group. He is a member of the Remuneration Committee. He is a director of Jinjiang Haina Machinery Company Limited（晉江海納機 械有限公司）and Jinjiang Jiachu Import and Export Trading Company Limited（晉江嘉初 進出口貿易有限公司）.

- 14 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Zhang has over 19 years of experience in corporate management. From September 2000 to May 2003, Mr. Zhang served as a manager at Minnan Trade Customs of Xiamen City Shishi Branch（廈門市閩南經貿報關行石獅分行）. From June 2003 to May 2005, he served as the deputy general manager at Quanzhou Enterprises with Foreign Investment Anhai Company Limited（泉州市外商投資企業安海有限公司）. From June 2005 to July 2010, Mr. Zhang was the deputy general manager of Jinjiang Kaide Economic Investment Consultancy Company Limited（晉江凱德經濟投資咨詢有限公司）. From August 2010 to December 2010, Mr. Zhang was the general manager of Jinjiang City Chuanghui Cultural Equipment Company Limited（晉江市創慧文化用品有限公司）.

Since December 2016, Mr. Zhang has been a committee member of the Thirteenth Session of the People's Political Consultative Conference in Jinjiang City（中國人民政治協商會 議第十三屆晉江市委員會委員）. He was named in the selected list of leading talents in technological entrepreneurship of Quanzhou City（泉州市科技創業領軍人才入選名單）in 2016.

Mr. Zhang completed a specialist program in mechanical manufacturing and automation through distance-learning(part-time) from the Tianjin University（天津大學）in the PRC in January 2017.

Mr. Zhang does not hold any directorship in any public listed companies in the last three years.

Mr. Zhang does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Zhang was interested and deemed to be interested in 348,000,000 Shares within the meaning of Part XV of the SFO.

Mr. Zhang has entered into a director's service agreement with the Company for a term of three years commencing from the Listing Date. Mr. Zhang is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. Mr. Zhang is entitled to receive an annual emolument of approximately HKD150,000 and for his other work positions with the Group (which was determined with reference to his qualification, experience, the scope of responsibilities within the Group and the prevailing market conditions. He is also entitled to a discretionary bonus, the amount of which is determined with reference to the operation results of the Group and his performance.

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

In relation to the proposed re-election of Mr. Zhang and so far as the Directors are aware, there are no other matters that need to be brought to the attention of the Shareholders nor other information relating to Mr. Zhang that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Su Chengya

Mr. Su Chengya ("Mr. Su"), aged 47, is one of the founders of the Group and the executive director of the Company. He was appointed as the executive Director on 21 March 2019. Mr. Su joined the Group on 24 January 2011. Mr. Su is responsible for the general administration management of the Group. He is the supervisor of Jinjiang Haina Machinery Company Limited（晉江海納機械有限公司）.

Mr. Su has over 19 years of experience in management of machineries-related enterprises. From August 1989 to October 1999, he served as a worker at Wushan Village Machinery Fitting Factory（安海鎮梧山機械廠）. From November 1999 to February 2008, Mr. Su served as the general manager of Yafeng Machinery Manufacturing Company Limited（涯 峰機械製造有限公司）. From March 2008 to May 2010, Mr. Su served as a manager of Jinjiang City Shunchang Machinery Manufacturing Company Limited（晉江市順昌機械製

造有限公司）.

Mr. Su completed his elementary education at Wushan Primary School of Anhai Town Jinjiang City（晉江市安海鎮梧山小學）in the PRC in June 1986.

Mr. Su does not hold any directorship in any public listed companies in the last three years.

Mr. Su does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Su was interested and deemed to be interested in 348,000,000 Shares within the meaning of Part XV of the SFO.

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Su has entered into a director's service agreement with the Company for a term of three years commencing from the Listing Date. Mr. Su is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. Mr. Su is entitled to receive an annual emolument of approximately HKD150,000 and for his other work positions with the Group (which was determined with reference to his qualification, experience, the scope of responsibilities within the Group and the prevailing market conditions. He is also entitled to a discretionary bonus, the amount of which is determined with reference to the operation results of the Group and his performance.

In relation to the proposed re-election of Mr. Su and so far as the Directors are aware, there are no other matters that need to be brought to the attention of the Shareholders nor other information relating to Mr. Su that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. He Ziping

Mr. He Ziping ("Mr. He"), aged 43, is one of the founders of the Group and the executive director of the Company. He was appointed as the executive Director on 21 March 2019. Mr. He joined the Group on 24 January 2011. Mr. He is responsible for the sales and marketing of the Group. He is a director of Jinjiang Haina Machinery Company Limited （晉江海納機械有限公司）.

Mr. He has over 21 years of experience in the disposable hygiene product machinery industry. From September 1995 to August 1997, Mr. He served as a technician at Fujian Hengan Holding Co., Ltd.（福建恒安集團有限公司）, a subsidiary of Heng An International Group Company Limited, a company listed on the Stock Exchange (stock code: 01044). From September 1997 to February 2001, he worked as a production management officer at Hengan (Sichuan) Hygiene Products Co. Ltd.（恒安（四川）衛生用 品有限公司）, which is a subsidiary of HengAn International Group Company Limited. From March 2001 to August 2005, he worked as business operation officer at Jinjiang City Dongnan Machinery manufacturing Company Limited（晉江市東南機械製造有限公司）. From April 2006 to August 2010, he served as the deputy general manager of Jinjiang City Shunchang Machinery manufacturing Company Limited（晉江市順昌機械製造有限公司）.

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

In December 2014, Mr. He was appointed as a deputy supervisor of The First Standing Committee of the Chamber of Commerce of Sanitary Products in Fujian Province（福建 省衛生用品商會第一屆理事會）. Since January 2019, Mr. He has been the vice president of The Second Standing Committee of the Chamber of Commerce of Sanitary Products in Fujian Province（福建省衛生用品商會第二屆理事會）.

Mr. He completed a specialist program in mechanical manufacturing and automation through distance-learning(part-time) from Tianjin University（天津大學）in the PRC in January 2017.

Mr. He does not hold any directorship in any public listed companies in the last three years.

Mr. He does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. He was interested and deemed to be interested in 348,000,000 Shares within the meaning of Part XV of the SFO.

Mr. He has entered into a director's service agreement with the Company for a term of three years commencing from the Listing Date. Mr. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. Mr. He is entitled to receive an annual emolument of approximately HKD150,000 and for his other work positions with the Group (which was determined with reference to his qualification, experience, the scope of responsibilities within the Group and the prevailing market conditions. He is also entitled to a discretionary bonus, the amount of which is determined with reference to the operation results of the Group and his performance.

In relation to the proposed re-election of Mr. He and so far as the Directors are aware, there are no other matters that need to be brought to the attention of the Shareholders nor other information relating to Mr. He that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

Haina Intelligent Equipment International Holdings Limited

海 納 智 能 裝 備 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1645)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Haina Intelligent Equipment International Holdings Limited (the "Company") will be held at No. 12 Lingyuan Road, Wuli Industrial Zone, Jinjiang City, Fujian Province, PRC on Friday, 28 May, 2021 at 11:00 a.m. for the following purposes:

1. By way of ordinary business, to receive and consider the audited consolidated financial statements and the reports of the directors (the "Directors") and the independent auditor (the "Auditor") of the Company for the year ended 31 December 2020.
2. By way of ordinary business, to declare a final dividend of HK$0.05 per share for the year ended 31 December 2020.
3. By way of ordinary business,
4. 1. Mr. Hong Yiyuan be re-elected as an executive Director;
   2. Mr. Zhang Zhixiong be re-elected as an executive Director;
   3. Mr. Su Chengya be re-elected as an executive Director;
   4. Mr. He Ziping be re-elected as an executive Director; and
   5. the board of Directors (the "Board") be authorised to fix the remuneration of the Directors.
5. By way of ordinary business, to consider the appointment of Mazars CPA Limited, Certified Public Accountants as the Auditor to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

To consider, as special business and, if thought fit, passing the following resolutions, with or without amendment, as ordinary resolutions:

5. "THAT:

1. subject to paragraph (c) below, pursuant to the 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 defined below) of all the powers of the Company to allot, issue and deal with additional shares in the Company (the "Shares") and to make or grant offers, agreements, options, warrants or other securities convertible into Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options, warrants or other securities convertible into Shares, which might require the exercise of such powers after the end of the Relevant Period;
3. the total number of Shares 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 paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) 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 20 per cent. of the total number of issued Shares on the date of the passing of this resolution and the said approval shall be limited accordingly; and
4. 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:
5. 1. the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

1. 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, the Companies Act, as consolidated and revised) of the Cayman Islands (the "Companies Law") or any applicable laws of the Cayman Islands to be held; and
2. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting;

"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 on a fixed record date in proportion to their 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)."

6. "THAT:

1. the exercise by the Directors during the Relevant Period (as defined 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 Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
2. the total number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the total number of issued Shares 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

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NOTICE OF ANNUAL GENERAL MEETING

1. 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:
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 the articles of association of the Company, the Companies Act or any other applicable law of the Cayman Islands to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

7. "THAT conditional upon the ordinary resolution nos. 5 and 6 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 in the share capital of the Company pursuant to resolution no. 5 above be and is hereby extended by the addition thereto of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to resolution no. 6, provided that such amount shall not exceed 10 per cent. of the aggregate number of Shares in issue as at the date of passing of resolution no. 6."

By Order of the Board

Haina Intelligent Equipment International Holdings Limited

Mr. Hong Yiyuan

Chairman, Chief Executive Officer and Executive Director

Hong Kong, 22 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office:	Principal place of business in
Cricket Square	Hong Kong:
Hutchins Drive	Flat C, 21st Floor
PO Box 2681,	Max Share Centre
Grand Cayman KY1-1111	373 King's Road
Cayman Islands	North Point
	Hong Kong
	Head Office and principal place of
	business in the PRC:
	Wuli Technology Park
	Economic Development Area
	Jinjiang City
	PRC

Notes:

1. Any member entitled to attend and vote at a meeting of the Company 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 of the Company.
2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company's branch share registrar and transfer office in Hong Kong, Computershare Investor Hong Kong Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.
3. The register of members of the Company will be closed from 25 May 2021 to 28 May 2021 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for attending the annual general meeting, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on 24 May 2021.
4. The board of Directors has recommended a final dividend of HK 5 cents for the year ended 31 December 2020 per Share and, if such dividend is declared by the members passing resolution no. 2, it is expected to be paid on or about 2 July 2021 to those shareholders whose names appeared on the Company's register of members on 9 June 2021.
5. The register of members of the Company will be closed from 7 June 2021 to 9 June 2021 (both days inclusive), during which period no transfer of shares in the Company will be effected. In order to qualify for the proposed final dividend, all transfers, accompanied by the relevant share certificates, have to be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F., Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on 4 June 2021.

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NOTICE OF ANNUAL GENERAL MEETING

1. In relation to proposed resolution no. 3 above, Mr. Zhang Zhixiong, Mr. Su Chengya and Mr. He Ziping will retire from their offices at the above meeting pursuant to article 108(a) of the articles of association of the Company and, being eligible, they will offer themselves for re-election. Mr. Hong Yiyuan will hold his office only until the above meeting pursuant to article 112 of the articles of association of the Company and, being eligible, will offer himself for re-election.
2. In relation to proposed resolution nos. 5 and 7 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares under the Rules Governing the Listing of Securities (the "Listing Rules") on the Stock Exchange. The Directors have no immediate plans to issue any new Shares.
3. In relation to proposed resolution no. 6 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to this circular.
4. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, at the annual general meeting, the chairman of the meeting will exercise his power under article 72 of the articles of association of the Company to put each of the resolutions set out in this notice to be voted by way of poll.
5. Completion and return of the form of proxy will not preclude members from attending and voting at the annual general meeting and in such event, the instrument appointing to proxy shall be revoked.
6. In light of the outbreak of the coronavirus disease 2019 ("COVID-19") pandemic, to safeguard the health and safety of shareholders of the Company and other participants of the annual general meeting and to prevent the spreading of COVID-19, the Company will implement the following precautionary measures at the annual general meeting including, without limitation:
7. • compulsory body temperature screening/checks;
   • mandatory use of surgical face masks;
   • appropriate distancing and spacing will be maintained and as such, the Company may limit the number of attendees at the annual general meeting as may be necessary to avoid over-crowding; and
   • no refreshment or drinks will be provided at the annual general meeting.

For the health and safety of shareholders of the Company, the Company encourages shareholders of the Company to appoint the Chairman of the annual general meeting as their proxy to vote according to their indicated voting instructions as an alternative to attending the annual general meeting in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

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