TATA Health International : PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND PROPOSED RE-ELECTION OF THE DIRECTORS OF THE COMPANY AND NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

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 TATA Health International 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 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.

TATA Health International Holdings Limited

TATA 健 康 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1255)

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES OF THE COMPANY

AND

PROPOSED RE-ELECTION OF

THE DIRECTORS OF THE COMPANY

AND

NOTICE OF THE ANNUAL GENERAL MEETING OF

THE COMPANY

A notice convening an annual general meeting of TATA Health International Holdings Limited to be held at Meeting Room, 5/F, Shangying Group Building, No. 8 XuHong Middle Road, Xuhui District, Shanghai, the People's Republic of China on Tuesday, 8 June 2021 at 11 : 00 a.m. is set out on pages 19 to 23 of this circular. A form of proxy for use at the 2021 annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.s-culture.com).

Whether or not you are able to attend the 2021 annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Branch Share Registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the 2021 annual general meeting (i.e not later than 11 : 00 a.m. on Sunday, 6 June 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

PRECAUTIONARY MEASURES FOR THE 2021 ANNUAL GENERAL MEETING

Please see page 1 of this circular for measures being taken to try to prevent and control the spread of the coronavirus disease (''COVID-19'') at the 2021 annual general meeting, including:

. compulsory temperature checks;

. wearing of surgical face masks; and

. no distribution of corporate gifts and refreshments.

Any person who does not comply with the precautionary measures may be denied entry into the 2021 annual general meeting venue. Attendees are required to wear surgical face masks and the Company reminds Shareholders that they may appoint the chairman of the 2021 annual general meeting as their proxy to vote on the relevant resolutions at the 2021 annual general meeting as an alternative to attending the 2021 annual general meeting in person.

30 April 2021

CONTENTS

		Page
Precautionary Measures for the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Proposed Granting of the Buyback and Issuance Mandates . . . . . . . . . . . . . . . .	6
3.	Proposed Re-election of the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	2021 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I - Explanatory Statement on the Buyback Mandate . . . . . . . . . . . . . . . . . .	9
Appendix II - Details of the Directors Proposed to be Re-elected
	at the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

- i -

PRECAUTIONARY MEASURES FOR THE 2021 AGM

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the 2021 AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the 2021 AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the 2021 AGM venue or be required to leave the 2021 AGM venue;
2. attendees are required to wear surgical face masks inside the 2021 AGM venue at all times, and to maintain a safe distance between seats; and
3. no refreshments will be served, and there will be no corporate gifts.

To the extent permitted under law, the Company reserves the right to deny entry into the 2021 AGM venue or require any person to leave the 2021 AGM venue in order to ensure the health and safety of the attendees at the 2021 AGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the 2021 AGM is not mandatory for the purpose of exercising voting rights. As an alternative, by using a form of proxy with voting instructions inserted, Shareholders may appoint the chairman of the 2021 AGM as their proxy to vote on the relevant resolutions at the 2021 AGM instead of attending the 2021 AGM in person.

The proxy form is attached to this circular for Shareholders' use. Alternatively, the form of proxy can be downloaded from the ''Investor Relations'' section of the Company's website at www.s-culture.com or the website of the Stock Exchange at www.hkexnews.hk. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

If Shareholders choosing not to attend the 2021 AGM in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company via the Investor Relations department as follows:

Investor Relations Department

Email: [e-mail]

Tel: [phone]

Fax: [phone]

- 1 -

PRECAUTIONARY MEASURES FOR THE 2021 AGM

If Shareholders have any questions relating to the 2021 AGM, please contact the Company's Branch Share Registrar, Tricor Investor Services Limited, as follows:

Tricor Investor Services Limited Level 54, Hopewell Centre

183 Queen's Road East Hong Kong

E-mail:[e-mail]

Tel: [phone]

Fax: [phone]

Due to the constantly evolving COVID-19 pandemic situation, the Company may be required to change the 2021 AGM arrangements when and as appropriate.

Shareholders are reminded to check the Company's website and/or the Stock Exchange's website for future announcement(s) and updates on the 2021 AGM arrangements.

- 2 -

DEFINITIONS

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

''2021 AGM''	the annual general meeting of the Company to be held at Meeting
	Room, 5/F, Shangying Group Building, No. 8 XuHong Middle
	Road, Xuhui District, Shanghai, the People's Republic of China
	on Tuesday, 8 June 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 19 to 23 of this circular, or
	any adjournment thereof;
''Articles of	the articles of association of the Company currently in force;
Association''
''Audit Committee''	the audit committee of the Company;
''Board''	the board of Directors;
''Buyback Mandate''	as defined in paragraph 2(a) of the Letter from the Board;
''Chairman''	the chairman of the Board
''Company''	TATA Health International Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	shares of which are listed on the Main Board of the Stock
	Exchange;
''Director(s)''	the director(s) of the Company;
''Group''	the Company and its subsidiaries from time to time;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC;
''Issuance Mandate''	as defined in paragraph 2(b) of the Letter from the Board;
''Latest Practicable	26 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information in
	this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;
''Memorandum''	the memorandum of the Company currently in force;
''Nomination	the nomination committee of the Company;
Committee''

- 3 -

DEFINITIONS

''PRC''	the People's Republic of China;
''Remuneration	the remuneration committee of the Company;
Committee''
''SFO''	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong;
''Share(s)''	ordinary share(s) of HK$0.01 each in the share capital of the
	Company or if there has been a subsequent subdivision,
	consolidation, reclassification or reconstruction of the share
	capital of the Company, shares forming part of the ordinary
	equity share capital of the Company;
''Shareholder(s)''	holder(s) of the Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''Takeovers Code''	the Codes on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission of Hong Kong;
	and
''%''	per cent.

- 4 -

LETTER FROM THE BOARD

TATA Health International Holdings Limited

TATA 健 康 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1255)
Executive Directors:	Registered Office:
Mr. Yang Jun (Chairman)	Clifton House
Mr. Lai Wenjing	75 Fort Street
	PO Box 1350
Non-executive Directors:	Grand Cayman KY1-1108
Mr. Lin Zheming	Cayman Islands
Mr. Law Fei Shing
Mr. Lin Jun	Head Office and Principal Place of
Mr. Chu Chun Ho, Dominic	Business in Hong Kong:
Mr. Chen Anhua	Flat F-J, 11th Floor
	Block 2, Kwai Tak Industrial Centre
Independent Non-executive Directors:	15-33 Kwai Tak Street
Mr. Xie Rongxing	Kwai Chung
Mr. Lum Pak Sum	New Territories
Prof. Yan Haifeng	Hong Kong

Ms. Tan Yuying

30 April 2021

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES OF THE COMPANY

AND

PROPOSED RE-ELECTION OF

THE DIRECTORS OF THE COMPANY

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the 2021 AGM for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the number of issued Shares repurchased by the Company under the Buyback Mandate; and (iv) the re-election of the retiring Directors.

- 5 -

LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 18 June 2020, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares, respectively. Up to the Latest Practicable Date, such mandates had not been used and, if not used by the date of the 2021 AGM, will lapse at the conclusion of the 2021 AGM.

Ordinary resolutions will be proposed at the 2021 AGM to approve the granting of new general mandates to the Directors:

1. to purchase Shares, on the Stock Exchange or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, not exceeding 10% of the total number of issued Shares as at the date of passing such resolution (i.e. not exceeding 21,400,000 Shares on the basis that the existing issued share capital of the Company of 214,000,000 Shares remains unchanged as at the date of the 2021 AGM) (the ''Buyback Mandate'');
2. to allot, issue or deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing such resolution (i.e. not exceeding 42,800,000 Shares on the basis that the existing issued share capital of the Company of 214,000,000 Shares remains unchanged as at the date of the 2021 AGM) (the ''Issuance Mandate''); and
3. to extend the Issuance Mandate by an amount representing the number of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

The Buyback Mandate and the Issuance Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the 2021 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 8 and 9 of the notice of the 2021 AGM as set out on pages 19 to 23 of this circular.

In accordance with the requirements of the Listing Rules, the Company shall send to Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

3. PROPOSED RE-ELECTION OF THE DIRECTORS

Pursuant to Article 108 of the Articles of Association, Mr. Lin Jun, Mr. Chu Chun Ho, Dominic, Mr. Xie Rongxing and Mr. Lum Pak Sum shall retire by rotation at the 2021 AGM. All of the above retiring Directors, being eligible, will offer themselves for re-election at the 2021 AGM.

- 6 -

LETTER FROM THE BOARD

Each of Mr. Xie Rongxing and Mr. Lum Pak Sum, the retiring independent non-executive Directors, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy, the Company's corporate strategies, and the independence of all independent non-executive Directors. Notwithstanding that Mr. Lum Pak Sum currently holds seven listed company directorships, the Nomination Committee has recommended to the Board on the re-election of all the retiring Directors including the aforesaid independent non-executive Directors who are due to retire at the 2021 AGM. The Company considers that the retiring independent non-executive Directors (i) are independent according to the independence guidelines set out in the Listing Rules; (ii) can devote sufficient time and attention to the Board and the Company's affairs, given their good attendance record to meetings; and (iii) will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Board is of the view that Mr. Xie Rongxing's extensive working experience in accounting, law and securities and Mr. Lum Pak Sum's extensive working experience in the money and capital markets will contribute to the diversity of the Board, respectively.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the above four Directors are set out in Appendix II to this circular.

4. 2021 AGM AND PROXY ARRANGEMENT

The notice of the 2021 AGM is set out on pages 19 to 23 of this circular. At the 2021 AGM, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Buyback Mandate and the re-election of the retiring Directors.

Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2021 AGM. An announcement on the poll results will be made by the Company after the 2021 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

- 7 -

LETTER FROM THE BOARD

A form of proxy for use at the 2021 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.s-culture.com). Whether or not you are able to attend the 2021 AGM, please complete and sign the 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 certified copy of that power of attorney or authority, to the Company's Branch Share Registrar, 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 the 2021 AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2021 AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.

5. RECOMMENDATION

The Directors consider that the granting of the Buyback Mandate, the granting and extension of the Issuance Mandate and the re-election of the Directors are in the interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the 2021 AGM.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: (i) Appendix I - Explanatory Statement on the Buyback Mandate; and (ii) Appendix II - Details of the Directors Proposed to be Re-elected at the 2021 AGM.

7. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text in case of discrepancy.

Yours faithfully,

By order of the Board

Yang Jun

Chairman of the Board

- 8 -

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2021 AGM in relation to the granting of the Buyback Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Buyback Mandate is in the interests of the Company, the Group and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so, if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the total number of issued Shares was 214,000,000.

Subject to the passing of the ordinary resolution set out in item 8 of the notice of the 2021 AGM in respect of the granting of the Buyback Mandate and on the basis that the total number of issued Shares remains unchanged as at the date of the 2021 AGM, i.e. being 214,000,000 Shares, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, 21,400,000 Shares, representing 10% of the total number of Shares in issue as at the date of the 2021 AGM.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purposes in accordance with the 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 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 accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Buyback 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 Buyback Mandate to such an 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 befitting the Company.

- 9 -

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Buyback 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, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Shang Ying Financial Holding Co., Limited (''Shang Ying Financial'') was interested in 149,993,617 Shares, representing approximately 70.09% of the total issued share capital of the Company. Shang Ying Financial is a wholly-owned subsidiary of Shang Ying International Holdings Limited, which in turn is wholly-owned by Mr. Yang Jun, the Chairman.

In the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the 2021 AGM, the shareholding interest of Shang Ying Financial in the Company would be increased to approximately 77.88% of the total issued share capital of the Company.

The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Buyback Mandate. However, the Listing Rules prohibit a company from making repurchase of shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the number of the issued shares would be in public hands. The Directors therefore would not propose to repurchase Shares if it would result in less than the prescribed minimum percentage of Shares in public hands.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, 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 Buyback 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 Buyback Mandate is approved by the Shareholders.

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

- 10 -

APPENDIX I EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

7. MARKET PRICES OF SHARES

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

Month	Highest	Lowest
	HK$	HK$
2020
April	3.35	2.60
May	3.82	2.50
June	2.67	1.19
July	4.20	1.01
August	3.80	2.74
September	2.99	2.22
October	3.10	1.88
November	3.31	2.29
December	3.20	2.35
2021
January	2.90	2.37
February	2.70	2.10
March	6.15	2.24
April (up to and including the Latest Practicable Date)	7.70	5.52

8. REPURCHASE OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous 6 months (whether on the Stock Exchange or otherwise).

- 11 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE 2021 AGM

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the 2021 AGM according to the Articles of Association, are provided below.

1. MR. LIN JUN Position and experience

Mr. Lin Jun (''Mr. Lin''), aged 42, has been a non-executive Director since June 2017. He obtained a master's degree in law from East China University of Political Science and Law in June 2004. Mr. Lin is a qualified Chinese lawyer to practise law in China. Mr. Lin possesses over 15 years of working experience in the legal industry.

He is currently a partner of Shanghai Baiyulan Law Firm (上海市白玉蘭律師事務 所). He was recognised as an outstanding communist party member by Shanghai Bureau of Justice Affiliated Law Firm (上海市司法局直屬律師事務所) for the years 2005 to 2007 in June 2007. He was also accredited as advanced individual in Shanghai Jiading District Judicial Administrative System for 2009 (2009年度上海市嘉定區司法 行政系統先進個人) by Shanghai Jiading Judiciary Bureau (上海市嘉定區司法局) in January 2010. He has been the chairman of the supervisory committee of Shangying Global Co., Ltd. (''Shangying Global'', a company listed on the Shanghai Stock Exchange, stock code: 600146, in which (i) Mr. Yang Jun, the Chairman, an executive Director and controlling Shareholder is directly and indirectly interested in approximately 11.19% shareholding in Shangying Global; and (ii) Mr. Xie Rongxing, an independent non-executive Director, was also an independent director of Shangying Global) since March 2014.

Save as disclosed above, Mr. Lin has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Lin, his initial term of office is 3 years from 17 June 2017 and renewable automatically for a successive term of 1 year, unless terminated by either party giving to the other not less than 3 months' prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware and save as disclosed above, Mr. Lin does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

- 12 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE 2021 AGM

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Lin 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.

Director's emoluments

Pursuant to the letter of appointment issued by the Company to Mr. Lin, he is entitled to receive a Director's service fee of HK$145,000 per annum. The above emolument of Mr. Lin is recommended by the Remuneration Committee and approved by the Board with reference to Mr. Lin's qualification, experience, level of responsibilities undertaken, prevailing market conditions and the Company's remuneration policy.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Lin to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Lin that need to be brought to the attention of the Shareholders.

1. MR. CHU CHUN HO, DOMINIC Position and experience

Mr. Chu Chun Ho, Dominic (''Mr. Chu''), aged 49, was an executive Director from May 2013 to July 2017 and was re-designated as a non-executive Director since July 2017. Mr. Chu has joined the Group for 23 years. He is currently a director of each of Kong Tai Sundry Goods Company Limited, Grand Asian Limited, Cobblers Limited, Shoe Mart Company Limited, Advertiser's Media Agency Limited, Cobblers (Hong Kong) Trading Company Limited and Shoes Culture (Hong Kong) Trading Company Limited, and an administrator of Shoes Culture Company Limited (each a subsidiary of the Company).

Mr. Chu is also the chairman of Scout Association of Hong Kong New Territories East Region, the vice chairman of the Hong Kong Youth Council, an executive director of Hong Kong Island Chaoren Association Limited, the honorary president of Sau Mau Ping District Junior Police Call and a member of the Industry Relationship Development Committee of the Business Administration Discipline Advisory Board of the Vocational Training Council. In 2009, Mr. Chu was awarded the 11th World Outstanding Chinese Award.

Mr. Chu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

- 13 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE 2021 AGM

Length of service

Mr. Chu has been appointed for a term of 3 years. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

Save as disclosed in the immediately following section ''Interests in Shares'', Mr. Chu did not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chu had a security interest in 24,000,000 Shares jointly with Mr. Chong Hot Hoi (a former Director).

Save as disclosed above, Mr. Chu was not interested or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the SFO.

Director's emoluments

Currently, Mr. Chu does not receive any Director's fee, remuneration or allowance. Mr. Chu is eligible to participate in the share option scheme of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no other information of Mr. Chu to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Chu that need to be brought to the attention of the Shareholders.

1. MR. XIE RONGXING Position and experience

Mr. Xie Rongxing (''Mr. Xie''), aged 70, has been an independent non-executive Director since June 2017. He is also a member of each of the Audit Committee, Nomination Committee and Remuneration Committee. Mr. Xie completed an independent director training for listed companies organised by the Shanghai Stock Exchange in May 2011. He has been accredited as a senior accountant by Shanghai Accounting Senior Professional and Technical Title Qualification Evaluating Committee (上海市會計專業高級職務任職資格評審委員會) in November 1997. Mr.

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APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE 2021 AGM

Xie is a qualified Chinese lawyer to practise law in China. Mr. Xie was a partner of Shanghai Jiuhui Law Firm (上海市九匯律師事務所). He possesses over 20 years of working experience in accounting, law and securities.

Mr. Xie is currently serving as an independent director of various companies listed on the Shanghai Stock Exchange, including Shanghai Join Buy Co., Ltd. (stock code: 600838), CRED Holding Co., Ltd (stock code: 600890), Shanghai Jin Jiang International Hotels Development Co., Ltd. (stock code: 600754). Mr. Xie is an independent director of each of Canature Health Technology Group Co., Ltd (formerly known as Shanghai Canature Environmental Products Co., Ltd., a company listed on the Shenzhen Stock Exchange, stock code: 300272) since May 2017 and Shanghai Jinshan Surface Technology Engineering Co., Ltd (a company listed on the NEEQ, stock code: 830939) since April 2013. He resigned as an independent director of Zhangjiagang Freetrade Science and Technology Group Co., Ltd. (formerly known as Zhangjiagang Freetrade Science and Technology Co., Ltd., a company listed on the Shanghai Stock Exchange, stock code: 600794) on 15 September 2017. He resigned as an independent director of Shangying Global in March 2021.

Mr. Xie was also a member of the tenth and eleventh sessions of the Shanghai Chinese People's Political Consultative Conference. He is the vice president of Shanghai Financial Institute (上海財務學會), the deputy officer of Shanghai Institute for Promotion of Financial Culture (上海金融文化促進中心) and a social supervisor of Shanghai Red Cross (上海紅十字會社會監督員).

Save as disclosed above, Mr. Xie has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Xie, his initial term of office is 3 years from 17 June 2017 and renewable automatically for a successive term of 1 year, unless terminated by either party giving to the other not less than 3 months' prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware and save as disclosed in the above section headed ''Position and experience'', Mr. Xie did not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE 2021 AGM

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Xie 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.

Director's emoluments

Pursuant to the letter of appointment issued by the Company to Mr. Xie, he is entitled to receive a Director's service fee of HK$145,000 per annum. Mr. Xie is also eligible to participate in the share option scheme of the Company. The above emolument of Mr. Xie is recommended by the Remuneration Committee and approved by the Board with reference to Mr. Xie's qualification, experience, level of responsibilities undertaken and prevailing market conditions.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no other information of Mr. Xie to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Xie that need to be brought to the attention of the Shareholders.

1. MR. LUM PAK SUM Position and experience

Mr. Lum Pak Sum (''Mr. Lum''), aged 60, has been an independent non-executive Director since June 2017. He is also the chairman of the Audit Committee. Mr. Lum obtained a master's degree in business administration from The University of Warwick in 1994 and a bachelor's degree in laws from University of Wolverhampton in 2002. He has been a non-practising fellow member of the Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants UK since 1996 and 1993, respectively. Mr. Lum possesses over 20 years of working experience in money market and capital market.

Mr. Lum's positions in other companies listed on the Stock Exchange in the present and in the last three years are set out below:

Name of company	Position	Period of service
Great China Properties	Independent	August 2007 to
Holdings Limited	non-executive director	present
(stock code: 21)
i-Control Holdings Limited	Independent	May 2015 to
(stock code: 1402)	non-executive director	present

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APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
		TO BE RE-ELECTED AT THE 2021 AGM
Name of company	Position	Period of service
Kwan On Holdings Limited	Independent	August 2016 to
(stock code:	1559)	non-executive director	present
Anxian Yuan China Holdings	Independent	May 2017 to
Limited		non-executive director	present
(stock code:	922)
Sunway International	Non-executive director	May 2019 to
Holdings Limited		present
(stock code:	58)
China Asia Valley Group	Independent	September 2019 to
Limited (stock code: 63)	non-executive director	present
Beautiful China Holdings	Independent	January 2014 to
Company Limited	non-executive director	August 2018
(stock code:	706)
Jintai Energy Holdings	Independent	December 2014 to
Limited (formerly known as	non-executive director	April 2019
Yuhua Energy Holdings
Limited, stock code: 2728)
CHK Oil Limited (formerly	Independent	December 2017 to
known as Pearl Oriental Oil	non-executive director	April 2018
Limited, stock code: 632)

Save as disclosed above, Mr. Lum has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Lum, his initial term of office is 3 years and renewable automatically for a successive term of 1 year, unless terminated by either party giving to the other not less than 3 months' prior notice in writing. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Lum did not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

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APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE 2021 AGM

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Lum 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.

Director's emoluments

Pursuant to the letter of appointment issued by the Company to Mr. Lum, he is entitled to receive a Director's service fee of HK$145,000 per annum. The above emolument of Mr. Lum is recommended by the Remuneration Committee and approved by the Board with reference to Mr. Lum's qualification, experience, level of responsibilities undertaken and prevailing market conditions.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no other information of Mr. Lum to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Lum that need to be brought to the attention of the Shareholders.

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NOTICE OF THE 2021 AGM

TATA Health International Holdings Limited

TATA 健 康 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1255)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of TATA Health International Holdings Limited (the ''Company'') will be held at Meeting Room, 5/F, Shangying Group Building, No. 8 XuHong Middle Road, Xuhui District, Shanghai, the People's Republic of China on Tuesday, 8 June 2021 at 11 : 00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To consider, adopt and receive the audited consolidated financial statements of the Company and the reports of the directors (the ''Directors'') and auditor of the Company for the year ended 31 December 2020;
2. To re-elect Mr. Lin Jun as a non-executive Director;
3. To re-elect Mr. Chu Chun Ho, Dominic as a non-executive Director;
4. To re-elect Mr. Xie Rongxing as an independent non-executive Director;
5. To re-elect Mr. Lum Pak Sum as an independent non-executive Director;
6. To authorize the board of Directors to fix the respective Directors' remuneration;
7. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and to authorize the board of Directors to fix the auditor's remuneration;

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NOTICE OF THE 2021 AGM

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

''THAT:

1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares (the ''Shares'', each a ''Share'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
2. the total number of Shares to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued Shares as at the date of passing this resolution and the said approval shall be limited accordingly; and if any subsequent consolidation or subdivision of Shares is conducted, the maximum number of Shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and
3. for the purpose of this resolution, ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders (the ''Shareholders'') in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.''

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NOTICE OF THE 2021 AGM

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

''THAT:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued Shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
3. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below);
   2. the exercise of the outstanding conversion rights attaching to any convertible bonds or securities issued by the Company, which are convertible into Shares;
   3. the exercise of options under a share option scheme of the Company; and
   4. any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company,

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

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NOTICE OF THE 2021 AGM

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Shareholders in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

''Rights Issue'' means an offer of shares open for a period fixed by the Directors to holders of Shares 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).'' and

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

''THAT conditional upon the passing of the resolutions set out in items 8 and 9 of the notice convening this meeting (the ''Notice''), the general mandate referred to in the resolution set out in item 9 of the Notice be and is hereby extended by the addition to the total 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 an amount representing the total number of Shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 8 of the Notice, provided that such amount shall not exceed 10% of the total number of the issued Shares in issue as at the date of passing this resolution.''

By order of the Board

Yang Jun

Chairman of the Board

Hong Kong, 30 April 2021

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NOTICE OF THE 2021 AGM

Notes:

1. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more Shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
2. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company's Branch Share Registrar (i.e. Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong) as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 11 : 00 a.m. on Sunday, 6 June 2021) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
3. To ascertain Shareholders' eligibility to attend and vote at this meeting, the register of members of the Company will be closed from Thursday, 3 June 2021, to Tuesday, 8 June 2021 (both days inclusive) during which period no Share transfer will be effected. In order to qualify for attending and voting at the annual general meeting, unregistered holders of Shares should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrar, Tricor Investor Services Limited (at its address shown in Note b above), for registration no later than 4 : 30 p.m., on Wednesday, 2 June 2021.
4. References to time and dates in this Notice are to Hong Kong time and dates.

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