Tai Hing : PROPOSED RE-ELECTION OF DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE 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 TAI HING GROUP HOLDINGS 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.

TAI HING GROUP HOLDINGS LIMITED

太興集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6811)

PROPOSED RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Tai Hing Group Holdings Limited to be held at 24/F., Tower I, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 28 May 2021 at 11:00 a.m. is set out in this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office 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 holding of the Annual General Meeting or any adjournment thereof (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 if you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of the Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting :

• body temperature checks
• wearing of surgical face mask
• no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry to the venue of Annual General Meeting.

For the health and safety of the Shareholders, the Company would like to encourage the 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.

27 April 2021

		CONTENTS
			Page
Definitions . . . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . .	4
Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . .	5
Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . .	5
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	-	Details of the Directors Proposed to be Re-elected at the Annual
		General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	-	Explanatory Statement on the Share Repurchase Mandate . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- 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
	24/F., Tower I, Admiralty Centre, 18 Harcourt Road,
	Admiralty, Hong Kong on Friday, 28 May 2021 at 11:00
	a.m., to consider and, if appropriate, to approve the
	resolutions contained in the notice of the meeting which
	is set out on pages 15 to 19 of this circular, or any
	adjournment thereof
"Articles of Association"	the articles of association of the Company currently in
	force
"Board"	the board of Directors
"Company"	Tai Hing Group Holdings Limited (stock code: 6811), a
	company incorporated in the Cayman Islands with
	limited liability and the Shares of which are listed on the
	main board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"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
"Independent Non-Executive	independent non-executive Director of the Company
Director(s)"
"Issuance 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 as at the date of passing of the proposed
	ordinary resolution as set out in Resolution No 5(ii) of
	the notice of the Annual General Meeting
"Latest Practicable Date"	16 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular herein
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange as amended from time to time

- 1 -

	DEFINITIONS
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong), as amended and supplemented
	from time to time
"Share(s)"	ordinary share(s) of HK$0.01 each in the share capital
	of the Company
"Share 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 as at the date of passing of the proposed
	ordinary resolution as set out in Resolution No. 5 (i) of
	the notice of the Annual General Meeting
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers issued by the
	Securities and Futures Commission of Hong Kong as
	amended from time to time
"%"	per cent

- 2 -

LETTER FROM THE BOARD

TAI HING GROUP HOLDINGS LIMITED

太興集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6811)

Executive Directors:	Registered Office:
Mr. Chan Wing On (Chairman)	Cricket Square, Hutchins Drive
Mr. Yuen Chi Ming	P.O. Box 2681
Mr. Lau Hon Kee	Grand Cayman KY1-1111
Ms. Chan Shuk Fong	Cayman Islands
Non-Executive Director:	Head Office and Principal Place of
Mr. Ho Ping Kee	Business in Hong Kong:
	13/F, Chinachem Exchange Square
Independent Non-Executive Directors:	1 Hoi Wan Street
Mr. Mak Ping Leung (alias: Mak Wah Cheung)	Quarry Bay
Mr. Wong Shiu Hoi Peter	Hong Kong
Dr. Sat Chui Wan
	27 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE 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 28 May 2021.

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LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 84 of the Articles of Association, Mr. Chan Wing On, Mr. Ho Ping Kee, Mr. Mak Ping Leung (alias: Mak Wah Cheung) shall retire from office by rotation at the forthcoming Annual General Meeting. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

The Nomination Committee of the Company has considered the biographical details and other related particulars of the retiring Directors, with reference to the board diversity policy of the Company and their contributions to the Company during their tenure. The retiring Directors have extensive experience and knowledge in their respective professional and commercial fields, who can contribute valuable advice on the business and development of the Group and can also conform with the Company's board diversity policy.

Mr. Mak Ping Leung (alias: Mak Wah Cheung), the Independent Non-Executive Director, being eligible for re-election at the forthcoming Annual General Meeting, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules.

With the recommendation of the Nomination Committee of the Company, the Board was satisfied that Mr. Mak Ping Leung (alias: Mak Wah Cheung) has the required integrity, independence and experience to fulfill his role as Independent Non-Executive Director, and the re-election of Mr. Mak Ping Leung (alias: Mak Wah Cheung), Mr. Chan Wing On and Mr. Ho Ping Kee is in the best interests of the Company and its Shareholders as a whole.

Details of the Directors being subject to retirement by rotation and re-election, as required to be disclosed under Chapter 13 of the Listing Rules, are set out in Appendix I hereto.

3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 2 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 Share Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of 1,001,873,000 as at the date of passing of the proposed ordinary resolution as set out in Resolution No. 5(i) of the notice of the Annual General Meeting (i.e. a total of 100,187,300 Shares on the basis that no further Shares are issued or repurchased before the Annual General Meeting).

- 4 -

LETTER FROM THE BOARD

An explanatory statement required by the relevant rules of 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 Share Repurchase Mandate is set out in Appendix II to this circular.

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 2 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 Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution as set out in Resolution No. 5(ii) of the notice of the Annual General Meeting (i.e. a total of 200,374,600 Shares on the basis that no further Shares are issued or repurchased before the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting.

As at the Latest Practicable Date, there were 1,001,873,000 Shares in issue. Subject to the passing of the ordinary resolutions to approve the general mandates at the Annual General Meeting and on the basis that no further Shares are issued or repurchased from the Latest Practicable Date to the date of the Annual General Meeting, the Company would be allowed to issue up to a maximum of 200,374,600 Shares under the Issue Mandate and to repurchase up to a maximum of 100,187,300 Shares under the Repurchase Mandate.

5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 15 to 19 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 decides to allow a resolution relating 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 hereto. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority to the Company's branch share registrar and transfer office 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 holding of the Annual General Meeting or any adjournment thereof (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 if you so wish.

- 5 -

LETTER FROM THE BOARD

6. PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of the Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting :

1. body temperature checks
   Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendees at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the Annual General Meeting venue and be asked to leave the Annual General Meeting venue. Shareholders that (a) have travelled, and have been in close contact with any person who has travelled, outside of China at any time in the preceding 21 days; (b) have travelled, and have been in close contact with any person who has travelled, to China at any time in the preceding 14 days; (c) are, and have been, in close contact with any person who is, subject to any Hong Kong Government prescribed compulsory quarantine (including home quarantine); (d) are, and have been, in close contact with anyone who has contracted COVID-19, has been tested preliminarily positive of COVID-19 or is suspected of contracting COVID-19; or (e) have any flu-like symptoms, may be denied entry into the Annual General Meeting venue and be asked to leave the Annual General Meeting venue.
2. wearing of surgical face mask
   All Shareholders, proxies and other attendees are required to wear surgical face masks inside the Annual General Meeting venue at all times. Any person who does not comply with this requirement may be denied entry into the Annual General Meeting venue and be asked to leave the Annual General Meeting venue. A safe distance between seats are also recommended.
3. no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry to the venue of Annual General Meeting. To the extent permitted under applicable 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. For further detail, please refer to the website of the Hong Kong Government (https://www.coronavirus.gov.hk/eng/).

For the health and safety of the Shareholders, the Company would like to encourage the 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.

- 6 -

LETTER FROM THE BOARD

If any shareholder has any question relating to the meeting, please contact Tricor Investor Services Limited, the Company's branch share registrar and transfer office in Hong Kong as follows:

Tricor Investor Services Limited

Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong

Email: [e-mail]

HK Tel: [phone]

Fax: [phone]

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Annual General Meeting arrangements at short notice. Shareholders should check the websites of the Stock Exchange and the Company for future announcements and updates on the Annual General Meeting arrangements.

7. RECOMMENDATION

The Directors consider that the proposed re-election of retiring Directors and granting of the Share Repurchase Mandate and the Issuance Mandate are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

The notice of Annual General Meeting dated 27 April 2021 is set out in this circular.

Should there be any inconsistencies between the English text and the Chinese text of this circular, the English text of this circular will prevail over the Chinese text.

By Order of the Board

Tai Hing Group Holdings Limited

Chan Wing On

Chairman

- 7 -

APPENDIX I	DETAILS OF THE 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:

EXECUTIVE DIRECTOR

1. Mr. Chan Wing On ("Mr. Chan")

Mr. Chan Wing On, JP, aged 62, was appointed as our executive Director in 2017 and has acted as the Chairman of our Group since 1989. Mr. Chan is one of the founders of our Group and is primarily responsible for the overall strategic planning and major decision making of our Group. Mr. Chan is the chairman of our Nomination Committee and a member of our Remuneration Committee.

Mr. Chan has over 30 years of experience in the food and beverage industry. He founded our Group and opened our first restaurant in 1989 in Sai Wan Ho, Hong Kong. Mr. Chan is instrumental in our business expansion and has successfully implemented a multi-brand strategy to develop our Group from a siu mei style restaurant under the "Tai Hing" brand to a multi-brand restaurant group with presence in Hong Kong, Mainland China, Macau and Taiwan offering Hong Kong style, Chinese, Taiwanese, Japanese and Southeast Asian cuisines. Mr. Chan strongly believes in maintaining high food quality while ensuring our food and services offer good value for money, as well as providing a pleasant and hygienic environment for customers. Under Mr. Chan's leadership, our Group is constantly creating new and innovative dishes, often incorporating different ingredients and cooking methods, striving to offer an enjoyable dining experience to diners at our restaurants.

Mr. Chan obtained a Bachelor of Business Administration Management degree at the Macau Institute of Management and was admitted as an honorary fellow at the Professional Validation Centre of Hong Kong Business Sector. He has been a fellow of the Hong Kong Institute of Marketing.

Mr. Chan honoured with the 2020 JP appointment by the Government of the Hong Kong Special Administrative Region and actively serves both the community and the catering service industry including, among others, currently serving as president of the Hong Kong Federation of Restaurants and Related Trades, vice chairman of the Council of the Occupational Safety and Health Council in Hong Kong, chairman of the Publicity Committee of the Occupational Safety and Health Council of Hong Kong, and chairman of the Catering Safety and Health Steering Committee of the Occupational Safety and Health Council in Hong Kong. In addition, Mr. Chan was the chairman of the Governing Council of the Quality Tourism Services Association of Hong Kong and has been re-designated as adviser since 2019.

Mr. Chan is a cousin of Ms. Chan Shuk Fong (our executive Director) and the father of Mr. Chan Ka Keung (a member of our senior management). Mr. Chan is currently a director of our various subsidiaries.

- 8 -

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

Mr. Chan has been appointed for a term of three years commencing from 13 June 2019 unless previously terminated by either the Company or Mr. Chan by giving at least three months' notice in writing to the other. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association or any applicable laws from time to time whereby he shall vacate his office. Under the service agreement entered into between Mr. Chan and the Company, Mr. Chan is entitled to receive a director's fee of HK$120,000 per annum. With respect to his executive role, Mr. Chan is also entitled to receive from the Group an allocated monthly salary of HK$480,000 and a discretionary bonus. His remuneration is determined with reference to the prevailing market conditions, duties and responsibilities in the Company.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Chan personally held 1,288,000 Shares. In addition, Chun Fat Company Limited ("Chun Fat") held 538,449,500 Shares. Mr. Chan directly holds 70.67% of the issued share capital of Chun Fat and thus is deemed to be interested in the same number of Shares that Chun Fat is interested in under the SFO. In addition, Ms. Leung Yi Ling ("Ms. Leung", spouse of Mr. Chan) is beneficially interested in 1,165,000 Shares. Therefore, Mr. Chan is deemed to be interested in 1,165,000 Shares in which Ms. Leung is interested in. Save as disclosed above, Mr. Chan was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Save as disclosed above, Mr. Chan has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

NON-EXECUTIVE DIRECTOR

1. Mr. Ho Ping Kee ("Mr. Ho")
   Mr. Ho Ping Kee, aged 63, was appointed as our non-executive Director in 2018.

Mr. Ho has accumulated years of experience in the retail pharmacy industry, during which he gained substantial understanding of the market of retail business in Hong Kong and knowledge in site selection. Since 1992, Mr. Ho has been the director of Target Spot Limited, which operates six pharmacies in Hong Kong.

Mr. Ho is currently supervisory chairman of the Hong Kong General Chamber of Pharmacy Limited, president of the Southern District Recreation and Sports Association, executive committee chairman of the Ap Lei Chau North District Women's Joint Association, vice president of the council of The Association of Industries and Commerce of N.E. New Territories Limited and life president of The Hong Kong Southern District Community Association Limited. He was also previously the president of the Southern District Arts and Culture Association Limited in 2016.

- 9 -

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

Mr. Ho has been appointed for a term of three years commencing from 13 June 2019 unless previously terminated by either the Company or Mr. Ho by giving at least one months' notice in writing to the other. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association or any applicable laws from time to time whereby he shall vacate his office. Under the letter of appointment entered into between Mr. Ho and the Company, Mr. Ho is entitled to receive a director's fee of HK$180,000 per annum. His remuneration is determined with reference to the prevailing market conditions, duties and responsibilities in the Company.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Chun Fat held 538,449,500 Shares. Mr. Ho directly holds 9.93% of the issued share capital of Chun Fat. Save as disclosed above, Mr. Ho was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporation pursuant to Part XV of the SFO.

Save as disclosed above, Mr. Ho has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

INDEPENDENT NON-EXECUTIVE DIRECTOR

1. Mr. Mak Ping Leung (alias: Mak Wah Cheung) ("Mr. Mak")

Mr. Mak Ping Leung (alias: Mak Wah Cheung), aged 71, was appointed as our independent non-executive Director in 2019. Mr. Mak is the chairman of our Remuneration Committee and a member of our Audit Committee and Nomination Committee.

Mr. Mak is one of the founders of Hong Kong Economic Times Holdings Limited ("HKET"), and was publisher of the Hong Kong Economic Times and Sky Post and a company listed on the Main Board of the Stock Exchange (stock code: 423), and was the managing director and an executive director of HKET from 2005 to 2020. He is responsible for formulating business strategies and oversees publishing, recruitment advertising and printing production at HKET. He was the Bureau Chief of the European Bureau of Wen Wei Po in London, before being promoted to Deputy General Manager and Standing Committee Member of the Management Committee of the newspaper from 1985 to 1987.

In 1988, Mr. Mak was elected as one of the Ten Outstanding Young Persons of Hong Kong. Mr. Mak won the Outstanding Entrepreneurship Award at the Asia Pacific Entrepreneurship Awards 2012 organised by Enterprise Asia and was an honorary advisor of Hong Kong Institute of Marketing.

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

Mr. Mak has been an independent non-executive director of Clifford Modern Living Holdings Limited (stock code: 3686) since 2016 and Zhong Ji Longevity Science Group Limited (formerly known as "Asia Pacific Silk Road Investment Company Limited") (stock code: 0767) since 2020 respectively, both listed companies on the Main Board of the Stock Exchange. He is also currently the vice-chairman of Relife Capital Limited.

Mr. Mak obtained a Bachelor of Arts degree from the University of Hong Kong.

Mr. Mak has been appointed for a term of three years commencing from 13 June 2019 unless previously terminated by either the Company or Mr. Mak by giving at least one months' notice in writing to the other. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association or any applicable laws from time to time whereby he shall vacate his office. Under the letter of appointment entered into between Mr. Mak and the Company, Mr. Mak is entitled to receive a director's fee of HK$240,000 per annum. His remuneration is determined with reference to the prevailing market conditions, duties and responsibilities in the Company.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Mak was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations.

Save as disclosed above, Mr. Mak has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, in connection with the re-election of Mr. Chan Wing On, Mr. Ho Ping Kee and Mr. Mak Ping Leung (alias: Mak Wah Cheung) as Directors, there are no other matters that need to be brought to the attention of the Shareholders nor any information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II	EXPLANATORY STATEMENT ON THE
	SHARE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules to provide the Shareholders with requisite information to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 1,001,873,000 Shares.

Subject to the passing of the ordinary resolution set out in Resolution No. 5(i) of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total number of 100,187,300 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 Share Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Such repurchase 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 its Shareholders as a whole.

3. FUNDING OF SHARE REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with its memorandum and articles of association, the Listing Rules, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company in the event that the Share 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 Share 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
	SHARE REPURCHASE MANDATE

5. SHARES PRICES

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

		Price per Share
	Month	Highest	Lowest
		HK$	HK$
	2020
	April	1.45	0.89
	May	1.53	1.18
	June	1.45	1.23
	July	1.39	1.11
	August	1.52	1.14
	September	1.74	1.39
	October	1.63	1.38
	November	1.52	1.29
	December	1.53	1.32
	2021
	January	1.54	1.38
	February	2.15	1.48
	March	2.29	1.84
	April (up to the Latest Practicable Date)	2.45	2.13
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 Share 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 Share 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 Share 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
	SHARE REPURCHASE MANDATE

7. TAKEOVERS CODE

If on the exercise of the power to repurchase Shares pursuant to the Share 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 Rule 26 of the Takeovers Code.

To the best knowledge of the Company, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the proposed Share Repurchase Mandate or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

As at the Latest Practicable Date, Mr. Chan Wing On and Ms. Leung Yi Ling were interested in 540,902,500 Shares representing approximately 53.99% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the aggregate shareholding of Mr. Chan Wing On and Ms. Leung Yi Ling would be increased to approximately 59.99% of the issued share capital of the Company. The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the six months immediately preceding the Latest Practicable Date, the Company had not repurchased any of its Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

TAI HING GROUP HOLDINGS LIMITED

太興集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6811)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of Tai Hing Group Holdings Limited (the "Company") will be held at 24/F., Tower I, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 28 May 2021 at 11:00 a.m. for the following purposes:

1. To receive the Audited Consolidated Financial Statements of the Company and the Reports of the Directors and Independent Auditor for the year ended 31 December 2020.
2. To declare a final dividend of HK$6.42 cents per share for the year ended 31 December 2020.

3.	(i) (a) To re-elect Mr. Chan Wing On as an executive director of the
	Company.

1. 1. 1. To re-elect Mr. Ho Ping Kee as a non-executive director of the Company.
      2. To re-elect Mr. Mak Ping Leung (alias: Mak Wah Cheung) as an independent non-executive director of the Company.
   2. To authorize the board of directors (the "Board") to fix the respective Directors' remuneration.
2. To re-appoint Auditor and to authorize the Board to fix their remuneration.
3. To consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions:

ORDINARY RESOLUTIONS

1. "THAT:
2. 1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong

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NOTICE OF ANNUAL GENERAL MEETING

Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company ("Directors") to exercise during the Relevant Period (as hereinafter defined) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;

1. 1. 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 (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this Resolution); and
   2. for the purposes of this Resolution No. 5(i):
      "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
   3. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company (the "Articles of Association") or any applicable laws to be held; and
      3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."
2. "THAT:
3. 1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors 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 during or after the end of the Relevant Period (as hereinafter defined) in accordance with all applicable laws, rules and regulations;
   2. the aggregate number of shares of the Company 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 hereinafter defined);

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NOTICE OF ANNUAL GENERAL MEETING

1. the exercise of options under a share option scheme of the Company; and
2. any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this Resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this Resolution); and

1. for the purposes of this Resolution No. 5(ii):
   "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 or any applicable laws to be held; and
   3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"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)."

1. "THAT conditional upon the passing of the Ordinary Resolutions Nos. 5
   (i) and 5 (ii) as set out in the notice convening this Meeting (the "Notice"), the general mandate referred to in the resolution set out in Ordinary Resolution No. 5 (ii) 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 the

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NOTICE OF ANNUAL GENERAL MEETING

resolution set out in Ordinary Resolution No. 5 (i) of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this Resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this Resolution)."

By Order of the Board

Tai Hing Group Holdings Limited

Wong Kin Pong Edmond

Company Secretary

Hong Kong, 27 April 2021

Notes:

1. All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
2. Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and on a poll, vote instead of him/her. 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. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.
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 notarially certified copy thereof, must be deposited at the Company's branch share registrar and transfer office 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 holding of the Meeting 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 Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. For determining the eligibility to attend and vote at the Meeting or any adjournment thereof, the register of members of the Company will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the Meeting, all transfer forms duly accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office 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 Monday, 24 May 2021.
5. For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at the Meeting), the register of members of the Company will be closed from Thursday, 3 June 2021 to Friday, 4 June 2021, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for the proposed final dividend for the year ended 31 December 2020, all transfer forms duly accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office 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, 2 June 2021.
6. If tropical cyclone warning signal no. 8 or above is hoisted or "extreme conditions" caused by super typhoons or a black rainstorm warning signal is in force at 9:30 a.m. on Friday, 28 May 2021, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

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NOTICE OF ANNUAL GENERAL MEETING

7. To safeguard the health and safety of the Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting :

• body temperature checks
• wearing of surgical face mask
• no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry to the venue of Annual General Meeting. To the extent permitted under applicable 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.

For the health and safety of the Shareholders, the Company would like to encourage the 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.

If any shareholder has any question relating to the meeting, please contact Tricor Investor Services Limited, the Company's branch share registrar and transfer office in Hong Kong as follows:

Tricor Investor Services Limited

Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong

Email: [e-mail]

HK Tel: [phone]

Fax: [phone]

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Annual General Meeting arrangements at short notice. Shareholders should check the websites of the Stock Exchange and the Company for future announcements and updates on the Annual General Meeting arrangements.

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