Mingfa International : PROPOSED RE-ELECTION OF RETIRING DIRECTORS PROPOSED GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES AND NOTICE OF THE 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 other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Mingfa Group (International) Company Limited, you should at once hand this circular and the accompanying proxy form 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.

Mingfa Group (International) Company Limited

明 發 集 團（ 國 際 ）有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 00846)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

PROPOSED GENERAL MANDATE TO ISSUE AND

REPURCHASE SHARES

AND

NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Unit 2308, 23/F., Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 4 June 2021 at 11 : 00 a.m. is set out on pages 13 to 17 of this circular. A proxy form for use at the annual general meeting is also enclosed.

Whether or not you intend to attend the annual general meeting or any adjournment thereof, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

22 April 2021

CONTENTS

				Page
Definitions .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Proposed General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Voting by Way of Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Biographical Details of the Directors Subject to Re-election . . . . . . . .	7
Appendix II	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

- i -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at Unit
	2308, 23/F., Greenfield Tower, Concordia Plaza, 1 Science
	Museum Road, Tsimshatsui, Kowloon, Hong Kong on Friday,
	4 June 2021 at 11 : 00 a.m.
''AGM Notice''	the notice convening the AGM as set out on pages 13 to 17 of
	this circular
''Articles of	the articles of association of the Company as may be amended
Association''	from time to time
''Board''	the board of Directors
''Company''	Mingfa Group (International) Company Limited, a company
	incorporated in the Cayman Islands with limited liability and the
	Shares of which are listed on the Stock Exchange
''Company Law''	the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated
	and revised) of the Cayman Islands
''controlling	has the meaning ascribed thereto under the Listing Rules
shareholder(s)''
''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
''Issue Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors by the Shareholders at the AGM to exercise the
	power of the Company to allot, issue and otherwise deal in the
	Shares as described in resolution 4 of the AGM Notice
''Latest Practicable	19 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for the purpose of ascertaining certain
	information for inclusion in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
''Memorandum of	the memorandum of association of the Company as may be
Association''	amended from time to time

- 1 -

DEFINITIONS

''PRC''	the People's Republic of China, excluding Hong Kong, the
	Macau Special Administrative Region of the PRC and Taiwan
	for the purposes of this circular
''Repurchase Mandate''	a general and unconditional mandate proposed to be granted to
	the Directors by the Shareholders at the AGM to exercise the
	power of the Company to repurchase Shares as described in
	resolution 5 of the AGM Notice
''RMB''	Renminbi, the lawful currency of the PRC
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong) as amended, supplemented or otherwise modified
	from time to time
''Share(s)''	ordinary share(s) of HK$0.10 each in the share capital of the
	Company
''Shareholder(s)''	the holder(s) of Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''substantial	has the meaning ascribed thereto under the Listing Rules
shareholder(s)''
''Takeovers Code''	the Hong Kong Code on Takeovers and Mergers
''%''	per cent

- 2 -

LETTER FROM THE BOARD

Mingfa Group (International) Company Limited

明 發 集 團（ 國 際 ）有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 00846)

Executive Directors:	Registered office:
Mr. Liu Yuwei	P.O. Box 31119
Mr. Ng Man Fung Walter	Grand Pavilion, Hibiscus Way
Mr. Zhong Xiaoming	802 West Bay Road
	Grand Cayman, KY1-1205
Non-Executive Director:	Cayman Islands
Dr. Lam, Lee G. (Chairman)
	Head office in the PRC:
Independent Non-Executive Directors:	Jiangsu Mingfa Business Park
Mr. Lau Kin Hon	No. 88 Pudong North Road
Mr. Chu Kin Wang Peleus	Pukou, Nanjing City
Mr. Chan Sing Lai	Jiangsu Province, the PRC
	Principal place of business
	in Hong Kong:
	Units 6-8, 23/F., Greenfield Tower
	Concordia Plaza
	1 Science Museum Road
	Tsim Sha Tsui
	Kowloon, Hong Kong
	22 April 2021
To Shareholders
Dear Sir or Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

PROPOSED GENERAL MANDATE TO ISSUE AND

REPURCHASE SHARES

AND

NOTICE OF THE ANNUAL GENERAL MEETING

- 3 -

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with the relevant information regarding the re-election of retiring Directors in accordance with the Articles of Association, the grant of the Issue Mandate and the Repurchase Mandate and to give you the AGM Notice containing resolutions to be proposed for the Shareholders to consider and, if thought fit, approve, among other matters, the aforesaid matters.

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, Mr. Liu Yuwei, Mr. Ng Man Fung Walter and Mr. Zhong Xiaoming are the executive Directors, Dr. Lam, Lee G. is the non-executive Director, and Mr. Lau Kin Hon, Mr. Chu Kin Wang Peleus and Mr. Chan Sing Lai are the independent non-executive Directors.

Pursuant to Article 16.3 and Article 16.18 of the Articles of Association, Mr. Liu Yuwei, Mr. Zhong Xiaoming and Dr. Lam, Lee G. will retire from office at the AGM and being eligible, offer themselves for re-election at the AGM in accordance with the Articles of Association.

Recommendations to the Board for the proposal for re-election of Mr. Liu Yuwei and Mr. Zhong Xiaoming as executive Directors and Dr. Lam, Lee G. as a non-executive Director were made by the nomination committee of the Board, after having considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service, as set out in the board diversity policy of the Company.

At the AGM, ordinary resolutions will be put forward to the Shareholders in relation to the proposed re-election of Mr. Liu Yuwei and Mr. Zhong Xiaoming as executive Directors and Dr. Lam, Lee G. as a non-executive Director.

Particulars of the Directors proposed to be re-elected at the AGM are set out in Appendix I to this circular.

- 4 -

LETTER FROM THE BOARD

3. PROPOSED GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution will be proposed for the Shareholders to consider and, if thought fit, grant the Issue Mandate. The Shares which may be allotted and issued pursuant to the Issue Mandate are up to 20% of the issued share capital of the Company as at the date of passing the resolution approving the Issue Mandate. As at the Latest Practicable Date, the issued share capital of the Company comprised 6,093,451,026 Shares. Subject to the passing of the ordinary resolution approving the Issue Mandate and on the basis that no further new Shares will be issued or repurchased up to the AGM, the Company would be allowed under the Issue Mandate to allot, issue and deal with a maximum of 1,218,690,205 new Shares. In addition, an ordinary resolution will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate. Details of the Issue Mandate and the extension of the Issue Mandate are respectively set out in resolutions 4 and 6 of the AGM Notice.

The Issue Mandate, if approved at the AGM, will continue in force until (a) the conclusion of next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking, varying or renewing the authority given to the Directors by this resolution, whichever occurs first.

4. PROPOSED GENERAL MANDATE TO REPURCHASE SHARES

In order to ensure flexibility for the Directors to repurchase Shares, it is necessary to grant the Repurchase Mandate at the AGM, and the ordinary resolution set out in resolution 5 of the AGM Notice will be proposed to seek the Shareholders' approval for granting of the Repurchase Mandate at the AGM. The Shares which may be repurchased pursuant to the Repurchase Mandate are up to 10% of the issued share capital of the Company as at the date of passing the resolution approving the Repurchase Mandate.

The Repurchase Mandate, if approved at the AGM, will continue in force until (a) the conclusion of next annual general meeting of the Company; or (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking, varying or renewing the authority given to the Directors by this resolution, whichever occurs first.

In accordance with the Listing Rules, an explanatory statement to provide Shareholders with all the information reasonably necessary for them to make an informed decision on the proposed resolution for the granting of the Repurchase Mandate is set out in Appendix II to this circular.

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LETTER FROM THE BOARD

5. ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 13 to 17 of this circular. At the AGM, relevant resolutions will be proposed to approve, inter alia, the re-election of the retiring Directors and the granting of the Issue Mandate and the Repurchase Mandate.

A proxy form for use at the AGM is enclosed with this circular and such proxy form is also published on the designated website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.ming-fa.com). Whether or not you intend to attend the AGM or any adjournment thereof, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish. In the event that a Shareholder attends the AGM after having lodged a proxy form, his or her proxy form will be deemed to have been revoked.

6. VOTING BY WAY OF POLL

Pursuant to Rule 13.39 of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM will therefore demand a poll for every resolution put to the vote of the AGM pursuant to the Listing Rules and the Articles of Association.

The poll results will be published on the website of the Company (http://www.ming-fa.com) and the website of the Stock Exchange (http://www.hkexnews.hk) after the conclusion of the AGM.

7. RECOMMENDATION

The Directors consider that the proposed resolutions regarding the re-election of the retiring Directors and auditors and the proposed granting of the Issue Mandate and the Repurchase Mandate as set out in the AGM Notice, are all 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 resolutions to be proposed at the AGM.

No Shareholder is required to abstain from voting in respect of any of the resolutions to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Board

Mingfa Group (International) Company Limited

Lam, Lee G.

Chairman and Non-Executive Director

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APPENDIX I	BIOGRAPHICAL DETAILS OF
	THE DIRECTORS SUBJECT TO RE-ELECTION

The biographical details of the Directors proposed to be re-elected at the AGM are set out as follows:

Mr. LIU Yuwei (劉煜煒), aged 50, was appointed as an executive Director on 15 July 2019. Mr. Liu graduated from Jimei Finance College (集美財政專科學校) in July 1991 majoring in financial credit for infrastructure works and qualified as an economist in 1996. After graduation, he had served in the taxation authority in Xiamen for many years and was mainly engaged in work such as financial audit and management for infrastructure and real estate enterprises. Mr. Liu has over 20 years of experience in management of and consultation for various medium and large-sized enterprises in China, in particular extensive management and consultation experience in internal control, accounting and taxation, infrastructure and real estate industries.

Mr. ZHONG Xiaoming (鍾小明), aged 54, was appointed as an executive Director on 17 July 2020. Mr. Zhong has more than 20 years of experience in the real estate sector in the People's Republic of China and strong project management capabilities. From 2015 to 2019, Mr. Zhong was the general manager of Zhongye Fujian Real Estate Development Co., Ltd. (中冶置業（福建）有限公司). From 2009 to 2014, Mr. Zhong served as the vice president of the Company and was responsible for the project management operations of the Group. Mr. Zhong qualified as a senior engineer in 2002. Mr. Zhong graduated from China Three Gorges University (previously known as Gezhouba Hydraulic & Electric Engineering College) with a bachelor degree in engineering in 1989.

Dr. LAM, Lee G. (林家禮博士), aged 61, was appointed as an independent non-executive Director on 1 September 2018 and re-designated as a non-executive Director and appointed as chairman of the Board on 23 April 2020. Dr. Lam is the Chairman of Hong Kong Cyberport and Non-executive Chairman - Greater China and ASEAN Region of Macquarie Infrastructure and Real Assets. He is also a member of the Committee on Innovation, Technology and Re-Industrialization, the Governance Committee of the Hong Kong Growth Portfolio, the Development Bureau Common Spatial Data Advisory Committee of the Hong Kong Special Administrative Region Government; Convenor of the Panel of Advisors on Building Management Disputes of the HKSAR Government Home Affairs Department, a member of the Court of the City University of Hong Kong, Chairman of the United Nations Economic and Social Commission for Asia and the Pacific (UN ESCAP) Sustainable Business Network (ESBN) and its Task Force on Banking and Finance, Vice Chairman of Pacific Basin Economic Council (PBEC), and a member of the Hong Kong Trade Development Council Belt and Road and Greater Bay Area Committee, and the Sir Murray MacLehose Trust Fund Investment Advisory Committee.

- 7 -

APPENDIX I	BIOGRAPHICAL DETAILS OF
	THE DIRECTORS SUBJECT TO RE-ELECTION

Dr. Lam holds a BSc in sciences and mathematics, an MSc in systems science and an MBA from the University of Ottawa in Canada, an LLB (Hons) in law from Manchester Metropolitan University in the UK, a LLM in Law from the University of Wolverhampton in the UK, an MPA and a PhD from the University of Hong Kong. He is also a Solicitor of the High Court of Hong Kong (and formerly a member of the Hong Kong Bar), an Accredited Mediator of the Centre for Effective Dispute Resolution, a Fellow of Certified Management Accountants (CMA) Australia, the Hong Kong Institute of Arbitrators, and the Hong Kong Institute of Directors, and an Honorary Fellow of Certified Public Accountants (CPA) Australia, the Hong Kong Institute of Facility Management, and the University of Hong Kong School of Professional and Continuing Education. In 2019, Dr. Lam was awarded by the Hong Kong Government a Bronze Bauhinia Star for serving the public.

Dr. Lam is currently an Independent Non-executive Director of each of CSI Properties Limited (Stock Code: 497), Elife Holdings Limited (Stock Code: 223), Greenland Hong Kong Holdings Limited (Stock Code: 337), Haitong Securities Company Limited (Stock Code: 6837, 600837 on the Shanghai Stock Exchange), Hang Pin Living Technology Company Limited (Stock Code: 1682), Kidsland International Holdings Limited (Stock Code: 2122), Mei Ah Entertainment Group Limited (Stock Code: 391) and Vongroup Limited (Stock Code: 318), and a Non-executive Director of each of China LNG Group Limited (Stock Code: 931), National Arts Entertainment and Culture Group Limited (Stock Code: 8228), Sunwah Kingsway Capital Holdings Limited (Stock Code: 188) and Tianda Pharmaceuticals Limited (Stock Code: 455), the shares of all of which are listed on the Stock Exchange. Dr. Lam is also an Independent Non-executive Director of Asia-Pacific Strategic Investments Limited (formerly known as China Real Estate Group Limited, Stock Code: 5RA), Beverly JCG Limited (Stock Code: VFP), Thomson Medical Group Limited (Stock Code: A50), Top Global Limited (Stock Code: BHO), and Alset International Limited (Stock Code: 40V), the shares of all of which are listed on the Singapore Exchange. Dr. Lam is an Independent Non-executive Director of Sunwah International Limited (Stock code: SWH), whose shares are listed on the Toronto Stock Exchange, AustChina Holdings Limited (Stock Code: AUH), whose shares are listed on the Australian Securities Exchange and TMC Life Sciences Berhad (Stock Code: 0101), whose shares are listed on the Bursa Malaysia, and a Non-executive Director of Jade Road Investments Limited (Stock Code: JADE, formerly known as Adamas Finance Asia Limited), whose shares are listed on the London Securities Exchange.

In the past three years, Dr. Lam was a non-executive director of each of China Shandong Hi-Speed Financial Group Limited (Stock Code: 412) and Green Leader Holdings Group Limited (Stock Code: 0061), and an independent non-executive director of each of Aurum Pacific (China) Group Limited (Stock Code: 8148), Huarong Investment Stock Corporation Limited (Stock Code: 2277, privatized on 12 November 2020), Hsin Chong Group Holdings Limited (Stock Code: 404) which shares were delisted on the Stock Exchange in December 2019, Glorious Sun Enterprises Limited (Stock Code: 393), Xi'an Haitiantian Holdings Co., Ltd. (Stock Code: 8227), all of which are listed on the Stock

- 8 -

APPENDIX I	BIOGRAPHICAL DETAILS OF
	THE DIRECTORS SUBJECT TO RE-ELECTION

Exchange; and also an independent non-executive director of Rowsley Ltd. (Stock Code: A50), a company listed on Singapore Exchange, and Vietnam Equity Holding (Stock Code: 3MS), a company listed on Stuttgart Stock Exchange.

Each of the retiring Directors has entered into a service agreement with the Company for a term of two years and subject to rotation as required under the Articles of Association, the Listing Rules and/or other applicable rules (if re-elected, shall continue thereafter) and termination at any time by either party giving to the other not less than three months' notice in writing. The amount of emolument of Mr. Liu Yuwei and Mr. Zhong Xiaoming is HK$960,000 per annum and HK$1,800,000 per annum respectively, and they are entitled to discretionary bonus as determined by the Board subject to certain conditions. The amount of emolument of Dr. Lam, Lee G. is HK$1,200,000 per annum. The Directors' remuneration and other emoluments are determined by the Board with reference to the Directors' experience, qualifications, duties and responsibilities with the Company as well as the Company's performance and prevailing market conditions.

Save as disclosed above, as at the Latest Practicable Date, each of the retiring Directors subject to re-election (i) had not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) had not held any other positions in the Company and its subsidiaries; (iii) did not have any other relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information relating to the retiring Directors subject to re-election that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

- 9 -

APPENDIX II	EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide relevant information to you in connection with the Repurchase Mandate.

1. LISTING RULES RELATING TO REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

1. the shares proposed to be purchased by the company are fully-paid up;
2. the company has previously sent to its shareholders an explanatory statement complying with the provisions of Rule 10.06(1)(b) of the Listing Rules; and
3. the shareholders of the company have given a specific approval or a general mandate to the directors of the company to make such purchase, by way of an ordinary resolution which complies with the provisions of Rule 10.06(1)(c) of the Listing Rules and which has been passed at a general meeting of the company duly convened and held.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued and fully-paid up share capital of the Company comprised 6,093,451,026 Shares. It is proposed that up to a maximum of 10% of the fully paid-up Shares in issue as at the date of passing of the resolution approving the Repurchase Mandate may be repurchased by the Directors. Subject to the passing of the resolution in relation to the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 609,345,102 Shares.

3. REASON FOR REPURCHASES

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

- 10 -

APPENDIX II	EXPLANATORY STATEMENT

4. FUNDING OF REPURCHASES

In repurchasing its own Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and the Articles of Association and the applicable laws and regulations of the Cayman Islands. The Company Law provides that repurchases will be made out of funds of the Company legally permitted to be utilized in this connection, including profits of the Company or out of a fresh issue of Shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Company Law, out of capital of the Company and, in the case of any premium payable on the repurchase, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company. The Company may not repurchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

5. IMPACT OF REPURCHASES

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 consolidated financial statements contained in the annual report for the year ended 31 December 2020) in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period. However, the Directors do not propose 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 on its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Memorandum of Association and the Articles of Association and the applicable laws and regulations of the Cayman Islands.

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief, having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules), has any present intention, if the Repurchase Mandate is approved by the Shareholders at the AGM, to sell any Shares to the Company or its subsidiaries. No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell any Shares to the Company or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders at the AGM.

- 11 -

APPENDIX II	EXPLANATORY STATEMENT

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares had been made by the Company in the six months prior to the Latest Practicable Date, whether on the Stock Exchange or otherwise.

9. EFFECT OF TAKEOVERS CODE

If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 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 interest of the Shareholder(s), could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Galaxy Earnest Limited had interest in 5,086,500,000 Shares, representing approximately 83.47% of the total issued share capital of the Company. In light of this, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchase that may be made under the Repurchase Mandate.

Any repurchase of Shares which will result in the number of Shares held by the public being reduced to less than the prescribed percentage (i.e. 15% as previously agreed and accepted by the Stock Exchange) of the Shares then in issue may only be implemented with the approval of the Stock Exchange waiving the Listing Rules requirements regarding the public shareholding. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent that, in the circumstances, there is insufficient public float as prescribed.

10. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months up to the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2020
April-December (suspension of trading of the Shares)	-	-
2021
January (since the resumption of trading of the Shares
on 18 January 2021)	0.85	0.71
February	0.76	0.70
March	0.74	0.66
April (up to the Latest Practicable Date)	0.72	0.70

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NOTICE OF THE ANNUAL GENERAL MEETING

Mingfa Group (International) Company Limited

明 發 集 團（ 國 際 ）有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 00846)

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the ''Meeting'') of Mingfa Group (International) Company Limited (the ''Company'') will be held at Unit 2308, 23/F., Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 4 June 2021 at 11 : 00 a.m. for the following purposes:

1. To receive and approve the audited consolidated financial statements together with the directors' report and the independent auditor's report of the Company for the year ended 31 December 2020.
2. (a) To re-elect Mr. Liu Yuwei as executive director of the Company and to authorize the board of directors of the Company to fix his director's remuneration.
3. 1. To re-elect Mr. Zhong Xiaoming as executive director of the Company and to authorize the board of directors of the Company to fix his director's remuneration.
   2. To re-elect Dr. Lam, Lee G. as non-executive director of the Company and to authorize the board of directors of the Company to fix his director's remuneration.
4. To re-appoint BDO Limited as auditor of the Company and to authorize the board of directors of the Company to fix its remuneration.

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NOTICE OF THE ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

4. ''THAT:

1. subject to paragraph (c) below, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''), the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as hereinafter defined in this resolution) of all the powers of the Company to allot, issue and deal with any unissued shares in the capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) shall authorize the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of the powers referred to in paragraph (a) above either during or after the end of the Relevant Period (as hereinafter defined);
3. the aggregate nominal value of the share capital allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other person of shares or rights to acquire shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the allotment and issue 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; or (iv) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20 per cent. of the total nominal value of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and
4. for the purpose of this resolution, ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of next annual general meeting of the Company; or

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NOTICE OF THE 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 or any applicable laws of the Cayman Islands to be held; or
2. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution; and

''Rights Issue'' means an offer of shares of the Company or issue of option, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities) (subject in all cases 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, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).''

5. ''THAT:

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the shares of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with the Memorandum of Association and the Articles of Association of the Company, the applicable laws of the Cayman Islands and/or the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the aggregate nominal value of the shares of the Company which the Company is authorized to repurchase pursuant to the approval in paragraph
3. 1. above during the Relevant Period (as hereinafter defined) shall not exceed
      10 per cent. of the total nominal value of the share capital of the Company in issue as at the date of the passing of this resolution, and the said authority granted shall be limited accordingly; and
4. for the purposes of this resolution, ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of next annual general meeting of the Company; or

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NOTICE OF THE 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 or any applicable laws of the Cayman Islands to be held; or
2. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the Directors by this resolution.''

6. ''THAT conditional upon the ordinary resolution 4 and resolution 5 of the notice convening this meeting being passed, the general mandate granted to the Directors to allot, issue and deal in any unissued shares pursuant to the ordinary resolution 4 of the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal value of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to the ordinary resolution 5 of the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the total nominal value of the share capital of the Company in issue as at the date of the passing of this resolution.''

Yours faithfully,

For and on behalf of the Board

Mingfa Group (International) Company Limited

Lam, Lee G.

Chairman and Non-Executive Director

Hong Kong, 22 April 2021

Notes:

1. A member entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and, on a poll, vote on his behalf. A member who is the holder of two or more shares may appoint more than one proxy to represent him and, on a poll, vote on his behalf. A proxy needs not be a member of the Company.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.
3. In order to be valid, a proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

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NOTICE OF THE ANNUAL GENERAL MEETING

1. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
2. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting or any adjournment thereof if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
3. The register of members of the Company will be closed from Tuesday, 1 June 2021 to Friday, 4 June 2021, both days inclusive, during which period no transfer of shares will be registered. In order to determine the identity of shareholders who are entitled to attend and vote at the Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4 : 30 p.m. on Monday, 31 May 2021.
4. As at the date of this notice, the board of directors of the Company comprises seven directors, of which Mr. Liu Yuwei, Mr. Ng Man Fung Walter and Mr. Zhong Xiaoming are executive Directors, Dr. Lam, Lee G. is non-executive Director, Mr. Lau Kin Hon, Mr. Chu Kin Wang Peleus and Mr. Chan Sing Lai are independent non-executive Directors.

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