Jiayuan International : PROPOSALS FOR DECLARATION OF FINAL DIVIDEND WITH SCRIP OPTION, RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES 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 Jiayuan International 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.

Jiayuan International Group Limited

佳源國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2768)

PROPOSALS FOR

DECLARATION OF FINAL DIVIDEND WITH SCRIP OPTION,

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Jiayuan International Group Limited to be held at Room 1403, 9 Queen's Road Central Hong Kong on Wednesday, 9 June 2021 at 10:00 a.m. is set out on pages 16 to 20 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.jiayuanintl.com).

Whether or not you intend to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services 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 the Annual General Meeting (i.e. not later than 10:00 a.m. on Monday, 7 June 2021) or the adjourned meeting (as the case may be). 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. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

References to time and dates in this circular are to Hong Kong time and dates.

28 April 2021

		CONTENTS
			Page
Definitions .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	-	Details of the Retiring Directors Proposed to be
		Re-elected at the Annual General Meeting . . . . . . . . . . .	9
Appendix II	-	Explanatory Statement on the Repurchase Mandate . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

- 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
	Room 1403, 9 Queen's Road Central Hong Kong on 9
	June 2021 at 10:00 a.m. , to consider and, if desirable, to
	approve the resolutions contained in the notice of the
	meeting which is set out on pages 16 to 20 of this
	circular, or any adjournment thereof
"Annual Report"	the annual report of the Company, which comprises,
	inter alia, the Directors' report, the auditor's report and
	the financial statements of the Company for the year
	ended 31 December 2020
"Articles of Association"	the articles of association of the Company currently in
	force
"Board"	the board of Directors
"close associate"	has the same meaning ascribed to it under the Listing
	Rules
"Company"	Jiayuan International Group Limited (佳源國際控股有
	限公司), an exempted company incorporated in the
	Cayman Islands with limited liability and the Shares of
	which are listed on the Main Board of the Stock
	Exchange
"controlling shareholder"	has the same meaning ascribed to it under the Listing
	Rules
"core connected person"	has the same meaning ascribed to it under the Listing
	Rules
"COVID-19"	a novel strain of the coronavirus
"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
	PRC

- 1 -

	DEFINITIONS
"Issue Mandate"	a general mandate proposed to be granted to the
	Directors to allot, issue or deal with additional Shares of
	not exceeding 20% of the total number of issued Shares
	of the Company as at the date of passing of the proposed
	ordinary resolution contained in item 5 of the notice of
	the Annual General Meeting as set out on pages 16 to 20
	of this circular
"Latest Practicable Date"	20 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"PRC" or "China"	the People's Republic of China
"Repurchase Mandate"	a general mandate proposed to be granted to the
	Directors to repurchase Shares on the Stock Exchange
	of not exceeding 10% of the total number of issued
	Shares of the Company as at the date of passing of the
	proposed ordinary resolution contained in item 6 of the
	notice of the Annual General Meeting as set out on
	pages 16 to 20 of this circular
"RMB"	Renminbi, the lawful currency of the PRC
"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 issued capital
	of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder"	has the same meaning ascribed to it under the Listing
	Rules
"Takeovers Code"	The Code on Takeovers and Mergers approved by the
	Securities and Futures Commission as amended from
	time to time
"%"	per cent

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LETTER FROM THE BOARD

Jiayuan International Group Limited

佳源國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2768)

Chairman and non-executive Director:	Registered Office:
Mr. Shum Tin Ching	Cricket Square, Hutchins Drive
	PO Box 2681, Grand Cayman
Vice Chairmen and executive Directors:	KY1-1111, Cayman Islands
Mr. Zhang Yi
Mr. Huang Fuqing	Principal Place of Business
	in the PRC:
Executive Directors:	No. 59, Gu Jia Ying Road
Ms. Cheuk Hiu Nam (Joint Company Secretary)	Xuanwu District
Mr. Wang Jianfeng (Vice President)	Nanjing
	China
Independent non-executive Directors:
Mr. Tai Kwok Leung, Alexander	Headquarters:
Dr. Cheung Wai Bun, Charles, JP	Room 1403
Mr. Gu Yunchang	9 Queen's Road Central
	Hong Kong
Non-executive Director:
Mr. Shen Xiaodong	28 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSALS FOR

DECLARATION OF FINAL DIVIDEND WITH SCRIP OPTION,

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Wednesday, 9 June 2021.

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LETTER FROM THE BOARD

At the Annual General Meeting, resolutions will be proposed for the Shareholders to approve, among others, (i) the proposed declaration of final dividend with scrip option; (ii) the re-election of retiring Directors; (iii) the proposed granting of the Issue Mandate and the Repurchase Mandate; and (iv) the extension of the Issue Mandate to include Shares repurchased pursuant to the Repurchase Mandate.

2. DECLARATION OF FINAL DIVIDEND WITH SCRIP OPTION

On 29 March 2021, the Board recommended the payment of a final dividend of HK15.5 cents per Share for the year ended 31 December 2020 to the Shareholders whose names appear on the register of members of the Company on Friday, 18 June 2021. Subject to the passing of the resolution approving the payment of a final dividend at the Annual General Meeting, such final dividend will be paid on or about Friday, 30 July 2021.

The Board recommended that the final dividend be satisfied wholly in the form of an allotment of scrip shares. Shareholders will be given the option of receiving the final dividend wholly in cash in lieu of such allotment, or partly in cash and partly in the form of scrip shares (the "Scrip Dividend Scheme"). The Scrip Dividend Scheme is subject to: (1) the approval of the proposed final dividend at the Annual General Meeting of the Company; and (2) the Stock Exchange granting the listing of and permission to deal in the new Shares to be issued pursuant thereto. A circular containing the details of the scrip dividend arrangement will be despatched to Shareholders together with the election form for scrip dividend on or about 28 June 2021. It is expected that the final dividend warrants and share certificates for the scrip dividend will be despatched to Shareholders on or about 30 July 2021.

In order to qualify for the proposed final dividend with scrip option, the register of members will be closed from Thursday, 17 June 2021 to Friday, 18 June 2021 (both days inclusive), during which period no transfer of Shares will be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 16 June 2021.

3. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 84 of the Articles of Association, Mr. Zhang Yi, an executive Director, Mr. Shen Xiaodong, a non-executive Director and Mr. Tai Kwok Leung, Alexander, an independent non-executive Director, shall retire at the Annual General Meeting. All of the above retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Mr. Tai Kwok Leung, Alexander, an independent non-executive Director, holds other listed company directorships as set out in his biographical information in Appendix I to this circular. He has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules.

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LETTER FROM THE BOARD

After considering the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, the Nomination Committee has recommended to the Board the re-election of all the retiring Directors who are due to retire at the Annual General Meeting. The Company considers that the retiring Directors, including the aforesaid independent non-executive Director who is due to retire at the Annual General Meeting, will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

4. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 10 June 2020, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issue Mandate to the Directors to allot, issue and deal with additional Shares not exceeding 20% of the total number of issued Shares of the Company as at the date of passing the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting as set out on pages 16 to 20 of this circular (i.e. a total of 811,146,924 Shares based on 4,055,734,623 Shares in issue as at the Latest Practicable Date and on the basis that such number of Shares in issue remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issue Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the Annual General Meeting.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issue Mandate.

5. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 10 June 2020, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 16 to 20 of this circular (i.e. a total of 405,573,462 Shares based on 4,055,734,623 Shares in issue as at the Latest Practicable Date and on the basis that such number of Shares in issue remains unchanged on the date of the Annual General Meeting). The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.

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LETTER FROM THE BOARD

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix II to this circular.

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 16 to 20 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of such meeting, in good faith, decides to allow a resolution relating purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.jiayuanintl.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services 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 the Annual General Meeting (i.e. not later than 10:00 a.m. on Monday, 7 June 2021) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

7. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

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LETTER FROM THE BOARD

8. RECOMMENDATION

The Directors consider that the proposed declaration of final dividend with scrip option, re-election of retiring Directors and granting of the Issue Mandate and the Repurchase Mandate to the Directors and extension of the Issue Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

9. PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

With the outbreak and spreading of the COVID-19 pandemic and the heightened requirements for the prevention and control of its spreading, to safeguard the health and safety of Shareholders who might be attending the Annual General Meeting in person, the Company will implement the following precautionary measures at the Annual General Meeting.

Voting by proxy in advance of the Annual General Meeting: The Company does not in any way wish to diminish the opportunity available to Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect Shareholders from possible exposure to the COVID-19 pandemic. For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy instead of attending the Annual General Meeting in person. Physical attendance is not necessary for the purpose of exercising Shareholder rights. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof should they subsequently so wish.

The deadline to submit completed proxy forms is Monday, 7 June 2021 at 10:00

a.m. Completed proxy forms must be returned to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

Annual General Meeting proceedings online: Shareholders not attending the Annual General Meeting in person may view a live webcast of the Annual General Meeting proceedings through a designated website. The access details (including web address and password) of the webcast will be provided to Shareholders by post on or before 31 May 2021. The webcast will be open for Shareholders to log in approximately 30 minutes prior to the commencement of the Annual General Meeting and can be accessed from any location with access to the internet with a smart phone, tablet device or computer. Please however note that in accordance with the Company's Articles of Association, Shareholders attending the Annual General Meeting via webcast will not be counted towards a quorum nor will they be able to cast their vote online.

Questions at or prior to the Annual General Meeting: Shareholders will be able to raise questions relevant to the proposed resolutions online during the webcast. Questions can also be sent by email from Friday, 4 June 2021 (9:00 a.m.) to Monday, 7 June 2021 (7:00 p.m.) to [e-mail]. Whilst the Company will endeavour to respond to all questions at the Annual General Meeting, due to time constraint, unanswered questions will be responded to after the Annual General Meeting has concluded as appropriate.

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LETTER FROM THE BOARD

Shareholders are strongly encouraged to cast their votes by submitting a proxy form appointing the Chairman of the Annual General Meeting as their proxy and watch the live webcast of the Annual General Meeting.

To safeguard the health and safety of Shareholders who might be attending the Annual General Meeting in person, the Company will also implement the following measures at the Annual General Meeting. For details of such measures, please refer to the circular of the Company which is sent together with this letter or is otherwise available on the Annual General Meeting website.

1. Compulsory temperature screening/checks
2. Submission of health declaration form
3. Wearing of surgical face mask (please bring your own)
4. No provision of refreshments, drinks or gifts
5. No provision of shuttle bus service

Attendees are in addition required to observe and practise good personal hygiene at all times. To the extent permitted by law, the Company reserves the right to deny entry into the Annual General Meeting venue or require any person to leave the Annual General Meeting venue so as to ensure the health and safety of the attendees at the Annual General Meeting.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Annual General Meeting arrangements on short notice. Shareholders should pay attention to any supplemental announcements or circulars to be issued by the Company in accordance with the relevant requirements under the Listing Rules on any updates to the Annual General Meeting arrangements.

If Shareholders have any questions relating to the arrangements of the Annual General Meeting, please contact Wonderful Sky Financial Group as follows:

Wonderful Sky Financial Group 9/F, The Center

No. 99 Queen's Road Central Hong Kong

Telephone: [phone]

Facsimile: [phone]

Email: [e-mail]

Yours faithfully,

For and on behalf of the Board

Jiayuan International Group Limited

Shum Tin Ching

Chairman

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

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

ZHANG YI (張翼), Executive Director

Mr. Zhang Yi (張翼), aged 49, is the vice chairman, an executive Director and a member of Remuneration Committee of the Company. He was appointed as a vice chairman, the president and an executive Director of the Company on 17 February 2019 and ceased to be the president of the Company with effect from 12 August 2020. He is primarily responsible for the operation and overall management for the Group. Mr. Zhang has extensive experience in corporate management, industrial investment, mergers and acquisitions, operational integration and capital operation of listed companies.

Prior to joining the Group, from August 2016 to January 2019, Mr. Zhang was an executive director and the chief executive officer of Grandland Holdings Group Co., Ltd. (廣 田控股集團有限公司); he was also the chairman of Guangtian Investment Co., Ltd. (廣田投 資有限公司) and the chairman of Shenzhen Wanding Futong Equity Investment Management Co., Ltd. (深圳萬鼎富通股權投資管理有限公司).

Mr. Zhang served HNA Group Co., Ltd. (中國海航集團有限公司) from July 1995 to August 2016 and held various positions, which included: a project manager, a manager and a general manager assistant of the planning and finance department of Hainan Airlines, the financial controller and the general manager of Haikou Meilan International Airport Co., Ltd. (海口美蘭國際機場有限公司), the financial controller and the general manager of the planning and finance department of Hainan Airlines Holdings Co., Ltd. (海南航空控股股份有 限公司) (formerly known as Hainan Airlines Co., Ltd. (海南航空股份有限公司)) (Stock Code: 600221), which is listed on the Shanghai Stock Exchange, a vice president and the financial controller of Haihang Tourism Holdings (Group) Co., Ltd. (海航旅遊控股（集團） 有限公司), the chairman and the chief executive officer of HNA Hotel Holdings (Group) Co., Ltd. (海航酒店控股（集團）有限公司), the chairman and the chief executive officer of Haihang Real Estate Holdings (Group) Co., Ltd. (海航置業控股（集團）有限公司), the chairman and the chief executive officer of Haihang Commerce Holdings (Group) Co., Ltd. (海航商業控股（集團）有限公司) and the chairman, the executive chairman, the chief executive officer and the president of Haihang Industry Holdings (Group) Co., Ltd. (海航實業 控股（集團）有限公司).

Mr. Zhang obtained his bachelor's degree in Economics from Wuhan University (武漢 大學) in June 1995 and his EMBA from Cheung Kong Graduate School of Business (長江商學

院) in December 2006. He is now pursuing his EMBA with Tsinghua University PBC School of Finance (清華 大學五道口金融學院). He became a senior accountant in July 2005.

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

As at the Latest Practicable Date, Mr. Zhang did not have any interests in securities of the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Zhang

1. has no other relationship with any Director, senior management or substantial shareholder or controlling shareholder of the Company; and (ii) has not held any position with the Company or any of its subsidiaries or any directorship in other listed public companies in the last three years.

Mr. Zhang has entered into a service contract with the Company for a term of three years commencing from 17 February 2019 until terminated by not less than three months' notice in writing served by either party on the other. He is subject to retirement by rotation and re-election at an annual general meeting at least once every three years in accordance with the Articles of Association. Mr. Zhang is entitled to a basic salary of RMB3,060,000 per annum, which is determined with reference to his responsibilities, experience, performance and the prevailing market conditions. In addition, Mr. Zhang is entitled to a bonus of such amount as the Board may determine in respect of each complete financial year of the Company. Save as disclosed above, there is no other information relating to Mr. Zhang that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

SHEN XIAODONG (沈曉東), Non-executive Director

Mr. Shen Xiaodong (沈曉東), aged 37, was appointed as a non-executive Director of the Company with effect from 17 February 2019. Mr. Shen is the son of Mr. Shum Tin Ching, the chairman, a non-executive Director, and a controlling shareholder of the Company.

Mr. Shen has over 10 years' experience in the properties industry. He was a vice president of the Group responsible for corporate strategy from October 2015 to February 2019. Mr. Shen was the general manager of Shanghai Dingyuan Property Development Co., Ltd. (上海定源房地產有限公司), which became a subsidiary of the Group since November 2018, from December 2007 to May 2015.

Mr. Shen obtained his bachelor's degree in civil engineering from Zhejiang University City College (浙江大學城市學院) in 2006 and his master's degree in humanities and social sciences from University of New Castle upon Tyne in 2007.

As at the Latest Practicable Date, Mr. Shen did not have any interests in securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Shen (i) has no other relationship with any Director, senior management or substantial shareholder or controlling shareholder of the Company; and (ii) has not held any position with the Company or any of its subsidiaries or any directorship in other listed public companies in the last three years.

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

Mr. Shen has entered into a service contract with the Company for a term of three years commencing from 17 February 2019 until terminated by not less than three months' notice in writing served by either party on the other. He is subject to retirement by rotation and re-election at an annual general meeting at least once every three years in accordance with the Articles of Association. Mr. Shen is entitled to a basic salary of RMB855,000 per annum, which is determined with reference to his responsibilities, experience, performance and the prevailing market conditions. Save for the director's fee, Mr. Shen is not entitled to receive any other remuneration for holding his office as a non-executive Director.

Save as disclosed above, there is no other information relating to Mr. Shen that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

TAI KWOK LEUNG, ALEXANDER (戴國良), Independent non-executive Director

Mr. Tai Kwok Leung, Alexander (戴國良), aged 63, was appointed as an independent non-executive Director on 12 February 2016, and is the chairman of the Audit Committee and a member of the Remuneration Committee of the Company.

Mr. Tai graduated from the Victoria University of Wellington in New Zealand and obtained a bachelor degree in Commerce and Administration in April 1982. He became an associate member of the Hong Kong Institute of Certified Public Accountants in October 1983.

Mr. Tai has been working as a partner of VMS Securities Limited, a licensed corporation under the Securities and Futures Ordinance to conduct Type 1 (dealing in securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities since August 2017.

Mr. Tai is an independent non-executive director, the chairman of the audit committee, and a member of the remuneration committee, nomination committee and risk management committee of G & M Holdings Limited (Stock Code: 6038), an independent non-executive director, the chairman of the audit committee, and a member of the remuneration committee, nomination committee and strategic development committee of AAG Energy Holdings Limited (Stock Code: 2686), and an independent non-executive director, the chairman of the audit committee, and a member of the related party transactions control committee of Shengjing Bank Co., Ltd, (Stock Code:2066), which are all listed on the Main Board of the Stock Exchange. Mr Tai was formerly an independent non-executive director of Luk Fook Holdings (International) Limited (Stock Code: 590) from July 2008 to August 2020 and an independent non-executive director of Anhui Conch Cement Company Limited (Stock Code: 914), from May 2013 to May 2019, which are listed on the Main Board of the Stock Exchange. Mr. Tai is a member of Shandong Committee of the Chinese People's Political Consultative Conference.

As at the Latest Practicable Date, Mr. Tai did not have any interests in securities of the Company within the meaning of Part XV of the SFO.

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

Save as disclosed above, Mr. Tai (i) has no other relationship with any Director, senior management or substantial shareholder or controlling shareholder of the Company; and (ii) has not held any position with the Company or any of its subsidiaries or any directorship in other listed public companies in the last three years.

Mr. Tai has entered into a service contract with the Company for a term of three years commencing from 8 March 2019 until terminated by either party giving not less than three months' written notice to the other. He is subject to retirement by rotation and re-election at an annual general meeting at least once every three years in accordance with the Articles of Association. Mr. Tai is entitled to a basic salary of RMB250,000 per annum, which is determined with reference to his responsibilities, experience, performance and the prevailing market conditions. Save for the director's fee, Mr. Tai is not entitled to receive any other remuneration for holding his office as an independent non-executive Director.

Save as disclosed above, there is no other information relating to Mr. Tai that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Repurchase Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,055,734,623 Shares.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased following the Latest Practicable Date and prior to the date of the Annual General Meeting, i.e. being 4,055,734,623 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 405,573,462 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASE

The Company is empowered by its Articles of Association to repurchase its Shares. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate 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.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months were as follows:

		Highest	Lowest
		HK$	HK$
	2020
	April	3.25	3.01
	May	3.23	2.99
	June	3.31	3.00
	July	3.65	3.10
	August	3.93	3.61
	September	3.70	3.00
	October	3.59	3.17
	November	3.39	2.98
	December	3.17	2.99
	2021
	January	3.23	2.95
	February	3.15	2.94
	March	3.25	3.02
	April (up to the Latest Practicable Date)	3.65	3.20
6.	GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Shum Tin Ching and together with Mingyuan Investment, being the controlling shareholder of the Company, beneficially held 2,828,310,136 Shares representing approximately 69.74% of the issued share capital of the Company. Mingyuan Investment is indirectly wholly owned by Mr. Shum Tin Ching, the Chairman and non-executive Director of the Company. Therefore, Mr. Shum is deemed to be interested in Mingyuan Investment's interest in the Company by virtue of the SFO. Ms. Wang Xinmei, the spouse of Mr. Shum Tin Ching, is deemed to be interested in Mr. Shum's interest in the Company by virtue of the SFO.

In the event that the Directors exercise the proposed Repurchase Mandate in full, the shareholding of Mingyuan Investment in the Company would be increased to approximately 77.48% of the issued share capital of the Company and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

Save as aforesaid, the Directors are not aware of any consequences of any repurchases made under the Repurchase Mandate which may arise under the Takeovers Code.

The Directors have no intention to exercise the Repurchase Mandate to such an extent which will result in the aggregate number of Shares held by the public shareholders falling below the minimum requirement of public float by the Stock Exchange.

8. REPURCHASE OF SHARES MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not repurchased any Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

Jiayuan International Group Limited

佳源國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2768)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Jiayuan International Group Limited (the "Company") will be held at Room 1403, 9 Queen's Road Central Hong Kong on Wednesday, 9 June 2021 at 10:00 a.m. (the "Annual General Meeting") for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Directors") and auditor of the Company for the year ended 31 December 2020.
2. To declare a final dividend of HK15.5 cents per ordinary share for the year ended 31 December 2020, the final dividend be satisfied in the form of an allotment of scrip shares, and shareholders of the Company will be given the option of receiving in cash.

3.

(a) (i)

To re-elect Mr. Zhang Yi as an executive Director;

1. 1. 1. To re-elect Mr. Shen Xiadong as a non-executive Director; and
      2. To re-elect Mr. Tai Kwok Leung, Alexander as an independent non-executive Director.
   2. To authorize the board of Directors of the Company (the "Board") to fix the remuneration of the Directors.
2. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorize the Board to fix its remuneration.
3. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   "THAT:
4. 1. subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant

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NOTICE OF ANNUAL GENERAL MEETING

Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;

1. the mandate in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
3. 1. a Rights Issue (as defined below);
   2. an issue of shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities which carry rights to subscribe for or are convertible into shares;
   3. the exercise of options under a share option scheme of the Company; and
   4. 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 articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

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 the articles of association of the Company or any applicable laws to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

1. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders 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 recognized regulatory body or any stock exchange)."

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;
2. the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; 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 the articles of association of the Company or any applicable laws to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

1. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set out in items 5 and 6 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 5 of the Notice 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 pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 6 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution."

By order of the Board

Jiayuan International Group Limited

Shum Tin Ching

Chairman

Hong Kong, 28 April 2021

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman of the meeting decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the articles of association of the Company. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy to attend, and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.
   On a show of hands every shareholder who is present in person or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a shareholder which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. If a shareholder (other than a clearing house (or its nominees)) appoints more than one proxy, only one of the proxies so appointed and specified in the form of proxy is entitled to vote on the resolution on a show of hands. In the case of a poll, every shareholder present in person or by proxy(ies) shall be entitled to one vote for each share held by him.
3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 10:00 a.m. on Monday, 7 June 2021) or the adjourned meeting (as the case may be).

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NOTICE OF ANNUAL GENERAL MEETING

Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

1. For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Friday, 4 June 2021 to Wednesday, 9 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 3 June 2021.
2. For determining the entitlement to the proposed final dividend with scrip option (subject to approval by the shareholders at the Annual General Meeting), the Register of Members of the Company will be closed from Thursday, 17 June 2021 to Friday, 18 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend with scrip option, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 16 June 2021.
3. References to time and dates in this notice are to Hong Kong time and dates.
4. If Typhoon Signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 7:00 a.m. on the date of the Annual General Meeting, the meeting will be postponed. An announcement will be published on the website of the Company and Hong Kong Exchanges and Clearing Limited to notify Shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the Board of the Company comprises: (i) Mr. Shum Tin Ching, the Chairman and a Non-executive Director; (ii) Mr. Zhang Yi, a Vice Chairman and an Executive Director; (iii) Mr. Huang Fuqing, a Vice Chairman and an Executive Director; (iv) Mr. Wang Jianfeng, a Vice President and an Executive Director; (v) Ms. Cheuk Hiu Nam, a Joint Company Secretary and an Executive Director; (vi) Mr. Tai Kwok Leung, Alexander, an Independent Non-executive Director; (vii) Dr. Cheung Wai Bun, Charles, JP, an Independent Non-executive Director; (viii) Mr. Gu Yunchang, an Independent Non-executive Director; and (ix) Mr. Shen Xiaodong, a Non-executive Director.

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