Tsui Wah : Circulars – [General Mandate / Explanatory Statement for Repurchase of Shares / Re-election or Appointment of Director subject to Shareholders’ Approval PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Tsui Wah Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Tsui Wah Holdings Limited

翠 華 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1314)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page and the inside cover page of this circular shall have the same respective meanings as those defined in the section headed ''DEFINITIONS'' of this circular.

A notice convening the 2019 AGM to be held at 24/F., Admiralty Centre I, 18 Harcourt Road, Hong Kong on Friday, 23 August 2019 at 3:00 p.m. is set out on pages 19 to 24 of this circular. A form of proxy for use in connection with the 2019 AGM is enclosed with this circular. Such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.tsuiwah.com). If you are not able or do not intend to attend the 2019 AGM in person but wish to exercise your right as a Shareholder, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event, not later than 48 hours before the time appointed for holding the 2019 AGM or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2019 AGM or its adjournment if you so wish. If you attend and vote in person at the 2019 AGM, the instrument appointing your proxy will be deemed to have been revoked.

19 July 2019

CONTENTS

	PAGE
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Grant of Issue Mandate, Repurchase Mandate and Extension Mandate . . .	5
Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2019 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

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DEFINITIONS

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

''2019 AGM''	the AGM to be held at 24/F., Admiralty Centre I, 18
	Harcourt Road, Hong Kong on Friday, 23 August 2019 at
	3:00 p.m., to consider and, if appropriate, to approve the
	resolutions contained in the 2019 AGM notice, which is set
	out on pages 19 to 24 of this circular, or its adjournment
''2019 AGM Notice''	the notice convening the 2019 AGM, which is set out on
	pages 19 to 24 of this circular
''AGM''	the annual general meeting of the Company
''Articles of Association''	the articles of association of the Company as amended,
	supplemented or otherwise modified from time to time
''Board''	the board of Directors
''Chairman''	the chairman of the Board
''close associate(s)''	has the meaning ascribed thereto under the Listing Rules
''Companies Law''	the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands as
	amended, supplemented or otherwise modified from time to
	time
''Company''	Tsui Wah Holdings Limited, an exempted company
	incorporated under the laws of the Cayman Islands with
	limited liability with its issued Shares listed and traded on
	the Stock Exchange (stock code: 1314)
''Controlling Shareholder(s)''	has the meaning ascribed to the term ''controlling
	shareholder(s)'' under the Listing Rules and unless the
	context requires otherwise and refers to Mr. Lee Yuen
	Hong, Mr. TC Ho, Mr. YP Cheung, Mr. YT Cheung, Mr.
	WK Cheung, Ample Favour Limited, Cui Fa Limited and
	Victor Leap Limited
''core connected person(s)''	has the meaning ascribed thereto under the Listing Rules
''Director(s)''	the director(s) of the Company

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	DEFINITIONS
''Extension Mandate''	the general and unconditional mandate proposed to be
	granted to the Directors to the effect that the number of
	Shares repurchased during the relevant period under the
	Repurchase Mandate will be added to the total number of
	Shares which may be allotted and issued under the Issue
	Mandate
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''INED(s)''	the independent non-executive Director(s)
''Issue Mandate''	the general and unconditional mandate proposed to be
	granted at the 2019 AGM to the Directors to allot, issue and
	deal with additional Shares not exceeding 20% of the
	aggregate number of the issued Shares as at the date of
	passing the resolution granting such mandate
''Latest Practicable Date''	15 July 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended, supplemented or otherwise modified
	from time to time
''Mr. TC Ho''	Mr. Ho Ting Chi, a Controlling Shareholder
''Mr. WK Cheung''	Mr. Cheung Wai Keung, a Controlling Shareholder
''Mr. YP Cheung''	Mr. Cheung Yue Pui, a Controlling Shareholder
''Mr. YT Cheung''	Mr. Cheung Yu To, a Controlling Shareholder
''Nomination Committee''	the nomination committee of the Board
''PRC''	the People's Republic of China and for the purpose of this
	circular, excludes Hong Kong, the Macau Special
	Administrative Region of the People's Republic of China
	and Taiwan
''Remuneration Committee''	the remuneration committee of the Board

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DEFINITIONS

''Repurchase Mandate''

''Retiring Directors''

''SFC'' ''SFO''

''Share(s)''

''Shareholder(s)'' ''Stock Exchange'' ''subsidiary(ies)'' ''Takeovers Code''

''Year'' ''%''

the general and unconditional mandate proposed to be granted at the 2019 AGM to the Directors to repurchase Shares during the relevant period not exceeding 10% of the aggregate number of the issued Shares as at the date of passing the resolution granting such mandate

Ms. Lee Sin Ying, Mr. Cheng Chung Fan, Mr. Yang Dong John and Mr. Tang Man Tsz

the Securities and Futures Commission in Hong Kong

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

the ordinary share(s) of nominal or par value of HK$0.01 each in the share capital of the Company

the holder(s) of Share(s)

The Stock Exchange of Hong Kong Limited

has the meaning ascribed thereto under the Listing Rules

the Codes on Takeovers and Mergers of Hong Kong approved by the SFC as amended, supplemented or otherwise modified from time to time

the year ended 31 March 2019

per cent

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