Hong Kong Exchanges and Clearing : (1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES OF THE COMPANY; (2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; (3) REFRESHMENT OF THE SCHEME MANDATE LIMIT; AND (4) 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 your stockbroker or registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Health Group Limited, you should at once hand this circular, together with the enclosed 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

China Health Group Limited

中國衛生集團有限公司

(Carrying on business in Hong Kong as CHG HS Limited)

(Incorporated in Bermuda with limited liability)

(Stock Code: 673)

1. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES

OF THE COMPANY;

1. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
2. 1. REFRESHMENT OF THE SCHEME MANDATE LIMIT; AND
   2. 1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of China Health Group Limited to be held at Conference Room, 12th Floor, Haiwang Xingchen Building, at the junction of Hou Hai Bin Road and Dong Bin Road, Nanshan District, Shenzhen, China at 11 a.m. on 3 September 2019 is set out on pages 21 to 25 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (http://www.ch-groups. com).

Whether or not you are able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the 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 meeting if you so wish.

31 July 2019

	CONTENTS
		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed granting of the Issuance Mandate and the Buyback Mandate . . . . . . . . .	4
3.	Proposed re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Refreshment of the Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Annual general meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
6.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8.	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	- Explanatory statement on the Buyback Mandate . . . . . . . . . . . . . . . . . . .	11
Appendix II - Details of the retiring Directors proposed
	to be re-electedat the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

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DEFINITIONS

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

"AGM"	an annual general meeting of the Company to be held at
	Conference Room, 12th Floor, Haiwang Xingchen Building,
	at the junction of Hou Hai Bin Road and Dong Bin Road,
	Nanshan District, Shenzhen, China at 11 a.m. on 3 September
	2019, to consider and, if appropriate, to approve the
	resolutions contained in the notice of the meeting which is
	set out on pages 21 to 25 of this circular, or any adjournment
	thereof
"Board"	the board of Directors
"Buyback Mandate"	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to repurchase Shares not
	exceeding 10% of the total number of the issued Shares as at
	the date of the granting of the Buyback Mandate
"Bye-law(s)"	the bye-law(s) of the Company, as amended from time to time
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	China Health Group Limited, a company incorporated in
	Bermuda 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 to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"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

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	DEFINITIONS
"Issuance Mandate"	a general mandate proposed to be granted to the Directors
	to allot, issue and deal with new Shares and other securities
	of the Company not exceeding 20% of the total number
	of the issued Shares as at the date of granting of the
	Issuance Mandate and the total number of the issued Shares
	repurchased by the Company pursuant to the Buyback
	Mandate, if any
"Latest Practicable Date"	29 July 2019, 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
"Option(s)"	any option(s) to subscribe for Share(s) granted pursuant to the
	Share Option Scheme
"Scheme Mandate Limit"	the maximum number of Shares which may be issued upon
	the exercise of all Options to be granted under the Share
	Option Scheme
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
"Share Option Scheme"	the share option scheme adopted by the Company on 28
	August 2012
"Share(s)"	share(s) of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers issued by the Securities
	and Futures Commission of Hong Kong
"%"	per cent

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LETTER FROM THE BOARD

China Health Group Limited

中國衛生集團有限公司

(Carrying on business in Hong Kong as CHG HS Limited)

(Incorporated in Bermuda with limited liability)

	(Stock Code: 673)
Executive Directors:	Registered Office:
Mr. Zhang Fan	Clarendon House
Mr. Weng Yu	2 Church Street
Mr. Chung Ho	Hamilton HM 11
Mr. Wang Jingming	Bermuda
Non-executive Directors:	Head Office and Principal Place
Mr. Xing Yong	of Business in Hong Kong:
Mr. Wang Yuexiang	Unit 801, 8/F,
Mr. Huang Lianhai	China Insurance Group Building
Mr. Qiu Peiyuan	141 Des Voeux Road Central
Mr. Zhang Dawei	Hong Kong
Mr. Wang Yongming
	31 July 2019
Independent non-executive Directors:
Mr. Xiao Zuhe
Mr. Jiang Xuejun
Mr. Du Yanhua
Mr. Lai Liangquan
To the Shareholders
Dear Sir/Madam,

1. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES

OF THE COMPANY;

1. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
2. 1. REFRESHMENT OF THE SCHEME MANDATE LIMIT; AND
   2. 1. NOTICE OF ANNUAL GENERAL MEETING

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