Want Want China : GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES, RE-ELECTION OF DIRECTORS 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 your stockbroker or licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Want Want China Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0151)

GENERAL MANDATES

TO REPURCHASE SHARES AND ISSUE NEW SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

This circular is despatched together with the annual report for the year ended 31 March 2019 of Want Want China Holdings Limited.

A notice convening the annual general meeting of Want Want China Holdings Limited to be held at Kowloon Shangri-La Hotel, 64 Mody Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 20 August 2019 at 9:00 a.m. is set out on pages 20 to 24 of this circular. Whether or not you are able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to Want Want China Holdings Limited's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 9:00 a.m. on Sunday, 18 August 2019) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting (or any adjournment thereof) should you so wish.

17 July 2019

		CONTENTS
			Page
Definitions . . .	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General Mandate to Issue Shares and Extension of General Mandate . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	-	Particulars of Directors for Re-election . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

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DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held
	at Kowloon Shangri-La Hotel, 64 Mody Road,
	Tsimshatsui, Kowloon, Hong Kong on Tuesday, 20
	August 2019 at 9:00 a.m. to consider and, if thought
	fit, approve, among other things, the granting of the
	Share Repurchase Mandate and the Share Issue
	Mandate (and its extension) to the Directors and the
	re-election of the Directors
"Annual Report"	the annual report for the year ended 31 March 2019 of
	the Company
"Articles of Association"	the articles of association of the Company
"Board"	the board of Directors
"Cayman Companies Law"	the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
"CG Code"	Corporate Governance Code and Corporate Governance
	Report contained in Appendix 14 to the Hong Kong
	Listing Rules
"close associate(s)"	has the meaning ascribed to it under the Hong Kong
	Listing Rules
"Company"	Want Want China Holdings Limited, a company
	incorporated in the Cayman Islands as an exempt
	company with limited liability under the laws of the
	Cayman Islands
"controlling shareholder(s)"	has the meaning ascribed to it under the Hong Kong
	Listing Rules
"core connected person(s)"	has the meaning ascribed to it under the Hong Kong
	Listing Rules
"Director(s)"	director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC

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	DEFINITIONS
"Hong Kong Listing Rules"	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited, as amended or
	supplemented from time to time
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Latest Practicable Date"	10 July 2019, being the latest practicable date for the
	purpose of ascertaining certain information referred to
	in this circular
"Memorandum of Association"	the memorandum of association of the Company
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"SFC"	the Securities and Futures Commission
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong), as amended or supplemented
	from time to time
"Share(s)"	share(s) in the share capital of the Company of a
	nominal value of US$0.02 each
"Shareholder(s)"	holder(s) of the Shares
"Share Issue Mandate"	a general mandate proposed to be granted to the
	Directors to allot, issue and deal with additional Shares
	not exceeding 20% of the number of the issued Shares
	of the Company as at the date of the Annual General
	Meeting
"Share Repurchase Mandate"	a general mandate proposed to be granted to the
	Directors to empower the Directors to exercise the
	power of the Company to repurchase the Shares not
	exceeding 10% of the number of the issued Shares of
	the Company as at the date of the Annual General
	Meeting
"Takeovers Code"	The Codes on Takeovers and Mergers and Share
	Buy-backs, as amended or supplemented from time to
	time
"US$"	United States dollars, the lawful currency of the United
	States of America
"%"	per cent.

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	DEFINITIONS
"2018 Share Repurchase	the general mandate that was granted at the last annual
Mandate"	general meeting of the Company on 25 July 2018 to
	Directors to exercise the powers of the Company to
	repurchase the Shares on the terms set out in the
	circular of the Company dated 25 June 2018

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