Pacific Textiles : Proposals for General Mandates to Issue Shares and to Repurchase Shares and Re-election of Retiring Directors

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 advisers. If you have sold or transferred all your shares in Pacific Textiles Holdings 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, makes 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.

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 01382) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at 7th Floor, Block B, Eastern Sea Industrial Building, 48-56 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Thursday, 10 August 2017 at 10:00 a.m. is set out on pages 14 to 17 of this circular. Proxy form for use in connection with the Annual General Meeting of the Company is enclosed herewith.

Whether or not you are able to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the head office and principal place of the Company in Hong Kong at 7th Floor, Block B, Eastern Sea Industrial Building, 48-56 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong, not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. The latest time for lodging proxy form is 7 August 2017 (Hong Kong time) and the place for lodging proxy form is 7th Floor, Block B, Eastern Sea Industrial Building, 48-56 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting if you so wish.

* For identification purpose only

Hong Kong, 12 July 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2. Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3. Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4. Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5. 2017 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 6. Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 7. Actions to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 8. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Appendix I - Explanatory Statement on the Share Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Appendix II - Biography of Retiring Directors Proposed for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

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

"2017 AGM" the annual general meeting of the Company to be held at 10:00 a.m. on Thursday, 10 August 2017 at 7th Floor, Block B, Eastern Sea Industrial Building, 48-56 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong

"AGM Notice" the notice convening the 2017 AGM as set out on pages 14 to 17 of this circular

"Articles" the Articles of Association of the Company, as amended from time to time

"Board" the board of Directors of the Company

"CG Code" Corporate Governance Code as set out in Appendix 14 of the Listing Rules

"Company" Pacific Textiles Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange

"Directors" the director(s) of the Company

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

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

"Latest Practicable Date" 4 July 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained herein

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

"SFO" Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

"Share(s)" share(s) with a nominal value of HK$0.001 each in the capital of the Company

"Share Issue Mandate" a general mandate proposed to be granted to the Directors

to allot, issue and deal with additional Shares in the manner set out in the resolution numbered 5 of the AGM Notice

"Share Repurchase Mandate" a general mandate proposed to be granted to the Directors

to exercise all the powers of the Company to repurchase Shares in the manner set out in the resolution numbered 6 of the AGM Notice

"Shareholder(s)" holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"substantial Shareholders" has the meaning ascribed to it under the Listing Rules "Takeovers Code" The Hong Kong Code on Takeovers and Mergers

"%" per cent