Luen Wong : PROPOSALS FOR GRANT OF ISSUE MANDATE AND REPURCHASE MANDATE RETIREMENT OF DIRECTORS AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in LUEN WONG GROUP HOLDINGS LIMITED, you should at once hand this circular and the enclosed proxy form to the purchaser or transferee or to the bank, stockbroker or other agents through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

LUEN WONG GROUP HOLDINGS LIMITED

聯旺集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8217) PROPOSALS FOR GRANT OF ISSUE MANDATE AND REPURCHASE MANDATE RETIREMENT OF DIRECTORS AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting ("AGM") of LUEN WONG GROUP HOLDINGS LIMITED (the "Company") to be held at Suite 3003, Courtyard by Marriott, 1 On Ping Street, Shatin, New Territories, Hong Kong on 7 August 2017 (Monday) at 10:00 a.m. is set out on pages 13 to 16 of this circular.

A form of proxy is enclosed with this circular. Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM 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 at the AGM or any adjournment thereof (as the case may be) should you so desire.

This circular will remain on the "Latest Company Announcements" page of the GEM website at www.hkgem.com for a minimum period of 7 days from the date of its posting and on the website of the Company at www.luenwong.hk.

30 June 2017

Page Characteristics of the Growth Enterprise Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Appendix I - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Appendix II - Details of Directors proposed to be re-elected at the AGM 11 Notice of AGM 13 CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET ("GEM") OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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

"AGM" the annual general meeting of the Company to be convened and held at Suite 3003, Courtyard by Marriott, 1 On Ping Street, Shatin, New Territories, Hong Kong on 7 August 2017 (Monday) at 10:00 a.m., the notice of which is set out on pages 13 to 16 of this circular

"AGM Notice" the notice convening the AGM set out on pages 13 to 16 of this circular "Articles of Association" the articles of association of the Company adopted on 24 March 2016

and as amended from time to time

"associate(s)" has the same meaning ascribed to it under the GEM Listing Rules "Board" the board of Directors

"close associate(s)" has the same meaning ascribed to it under the GEM Listing Rules

"Company" Luen Wong Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability on 16 October 2015, the Shares of which are listed on GEM of the Stock Exchange

"connected person(s)" has the same meaning ascribed to it under the GEM Listing Rules "controlling shareholder(s)" has the same meaning ascribed to it under the GEM Listing Rules "core connected person(s)" has the same meaning ascribed to it under the GEM Listing Rules "Director(s)" the director(s) of the Company

"GEM" the Growth Enterprise Market of the Stock Exchange "GEM Listing Rules" the Rules Governing the Listing of Securities on GEM "Group" the Company and its subsidiaries

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

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

of China

"Issue Mandate" a general and unconditional mandate proposed to be granted to the

Directors to exercise all power of the Company to allot, issue and otherwise deal with Shares of up to 20% of the aggregate number of issued share of the Company as at the date of AGM as set out in resolution number 4 of the AGM Notice

"Latest Practicable Date" 23 June 2017, being the latest practicable date prior to the printing of

this circular for the purpose of ascertaining certain information contained herein

"Listing Date" 12 April 2016, being the date of listing of the Shares on GEM "Repurchase Mandate" a general and unconditional mandate proposed to be granted to the

Directors to exercise all powers of the Company to repurchase Shares up

to 10% of the aggregate number of issued share of the Company as at the date of AGM, as set out in resolution number 5 in the AGM Notice

"SFO" the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), as amended and supplemented from time to time

"Shares" ordinary share(s) with nominal value of HK$0.01 each in the share capital of the Company

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

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"substantial shareholder(s)" has the same meaning ascribed to it under the GEM Listing Rules "Takeovers Code" The Codes on Takeovers and Mergers and Share Buy-backs issued by

the Securities and Futures Commission of Hong Kong

"%" per cent.

LUEN WONG GROUP HOLDINGS LIMITED

聯旺集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8217)

Executive Directors: Registered Office:

Mr. Wong Che Kwo (Chairman) P.O. Box 1350 Clifton House

Mr. Wong Wing Wah (Chief Executive Officer) 75 Fort Street

Mr. Chiu Chi Wang Grand Cayman KY1-1108

Cayman Islands

Independent non-executive Directors:

Mr. Wong Chi Kan Headquarters and Principal Place

Mr. Liu Yan Chee James of Business in Hong Kong:

Mr. Tai Hin Henry Unit 1505, 15/F.,

Delta House,

3 On Yiu Street, Shatin,

New Territories, Hong Kong

30 June 2017

To the Shareholders

Dear Sirs/Madams,

PROPOSALS FOR GRANT OF ISSUE MANDATE AND REPURCHASE MANDATE RETIREMENT OF DIRECTORS AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION

The purpose of this circular is to: (i) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate and the extension of the Issue Mandate by addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate; (ii) set out an explanatory statement regarding the Repurchase Mandate; (iii) furnish you with details of the proposed re-election of Directors; and (iv) give you the AGM Notice.

GENERAL MANDATE TO ISSUE SHARES

The Company's existing mandate to issue Shares was approved by the Shareholders at the annual general meeting held on 5 August 2016. Unless otherwise renewed, the existing mandate to issue Shares will lapse at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant to the Directors a new general and unconditional mandate to allot, issue and otherwise deal with Shares of up to 20% of the aggregate number of issued Shares of the Company as at the date of the passing of the proposed resolution.

In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if so granted to the Directors at the AGM).

The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if granted to the Directors at the AGM).

The Issue Mandate allows the Company to allot, issue and otherwise deal with Shares only during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company;

(ii) the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company (the "Relevant Period").

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,248,000,000 Shares. Subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Directors would be authorised to allot, issue and otherwise deal with a maximum of 249,600,000 new Shares under the Issue Mandate, representing 20% of the aggregate number of issued Shares as at the date of the AGM.

GENERAL MANDATE TO REPURCHASE SHARES

The Company's existing mandate to repurchase Shares was approved by the Shareholders at the annual general meeting held on 5 August 2016. Unless otherwise renewed, the existing mandate to repurchase Shares will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant to the Directors a new general and unconditional mandate to repurchase Shares of up to 10% of the aggregate number of issued Shares of the Company as at the date of the passing of the proposed resolution. The Repurchase Mandate allows the Company to make repurchases only during the Relevant Period.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,248,000,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased prior to the date of the AGM, the Company would be allowed to repurchase a maximum of 124,800,000 Shares under the Repurchase Mandate, representing 10% of the total number of the issued Shares of the Company as at the date of the AGM.

An explanatory statement required to be sent to the Shareholders under the GEM Listing Rules is set out in Appendix I to this circular to provide the requisite information regarding the Repurchase Mandate to the Shareholders.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 108 of the Articles of Association, Mr. Wong Wing Wah and Mr. Tai Hin Henry will retire from office as Directors and being eligible, have offered themselves for re-election as Directors at the AGM.

Details of the above retiring Directors who are subject to re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the GEM Listing Rules.

AGM

A notice convening the AGM to be held at Suite 3003, Courtyard by Marriott, 1 On Ping Street, Shatin, New Territories, Hong Kong on 7 August 2017 (Monday) at 10:00 a.m. is set out on pages 13 to 16 of this circular.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

A form of proxy for use by Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Union Registrars Limited, Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so desire.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the re-election of retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM and as set out in the AGM Notice.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board

Luen Wong Group Holdings Limited Wong Che Kwo

Chairman and Executive Director

This appendix serves as an explanatory statement as required under the GEM Listing Rules to provide the requisite information to Shareholders for consideration of the Repurchase Mandate pursuant to Rule 13.08 of the GEM Listing Rules.

1. SHARE CAPITAL

   As at the Latest Practicable Date, the issued share capital of the Company comprised 1,248,000,000 Shares. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are allotted and issued or repurchased between the Latest Practicable Date and the date of AGM, the Company will be allowed to repurchase a maximum of 124,800,000 Shares during the Relevant Period representing 10% of the total number of the issued Shares of the Company as at the date of the AGM.

2. SOURCE OF FUNDS

   The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed from the Company's internal resources.

   In repurchasing the Shares, the Company may only apply funds which are legally available for such purposes in accordance with the constitutive documents of the Company, the GEM Listing Rules and the applicable laws and regulations of the Cayman Islands. The Company will not purchase the Shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

3. REASONS FOR SHARE REPURCHASE

   Although the Directors have no present intention of exercising the proposed Repurchase Mandate, the Directors believe that the flexibility afforded by the proposed Repurchase Mandate would be beneficial to the Company and the Shareholders. An exercise of the Repurchase Mandate may, depending on market conditions at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that repurchase of Shares will benefit the Company and Shareholders as a whole.

4. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the twelve months preceding the Latest Practicable Date were as follows:

Shares Price

Highest HK$	Lowest HK$
2016 July	10.40	4.57
August	18.00	8.10
September	19.00	12.00
October	20.20	12.00
November	23.00	16.70
December	22.70	21.50
2017 January	26.00	18.80
February	23.25	13.62
March	21.00	16.20
April	20.25	19.00
May	19.22	15.50
June (up to the Latest Practicable Date)	17.00	10.98
5.	UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

1. EFFECT OF THE TAKEOVERS CODE

   If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase of the shareholder's interest, 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.

   As at the Latest Practicable Date, the following shareholders had interests representing 5% or more of the issued share capital of the Company:

   Approximate percentage of total issued Shares If Name Shares held Nature of interest As at the Latest Practicable Date Repurchase Mandate is exercised in full

   Blooming Union Investments Limited ("Blooming Union")

   936,000,000 Beneficial owner 75.00% 83.33%

   Mr. Wong Che Kwo ("Mr. C.K. Wong")

   936,000,000 Interest of a controlled

   corporation (Note 1)

   75.00% 83.33%

   Mr. Wong Wing Wah ("Mr. W.W. Wong")

   936,000,000 Interest of a controlled

   corporation (Note 2)

   75.00% 83.33%

   Ms. Law Oi Ling 936,000,000 Interest of spouse

   (Note 3)

   75.00% 83.33%

   Ms. Lai Siu Kuen 936,000,000 Interest of spouse

   (Note 4)

   75.00% 83.33%

   Notes:

2. Mr. C.K. Wong beneficially owns Blooming Union as to 50% and is deemed, or taken to be, interested in all the Shares held by Blooming Union for the purposes of the SFO. Mr. C.K. Wong is an executive Director and the chairman of the Company.

3. Mr. W.W. Wong beneficially owns Blooming Union as to 50% and is deemed, or taken to be, interested in all the Shares held by Blooming Union for the purposes of the SFO. Mr. W.W. Wong is an executive Director of the Company.

4. Ms. Law Oi Ling is the spouse of Mr. C.K. Wong and is deemed, or taken to be, interested in all the Shares in which Mr. C.K. Wong is interested for the purposes of the SFO.

5. Ms. Lai Siu Kuen is the spouse of Mr. W.W. Wong and is deemed, or taken to be, interested in all the Shares in which Mr. W.W. Wong is interested for the purposes of the SFO.

6. On the basis of the aforesaid increase of shareholding held by the Shareholders set out above, the Directors are not aware of any consequences of such repurchases of Shares that would result in any Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full.