World Houseware : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING 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 other licenced securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in World Houseware (Holdings) Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

世 界（ 集 團 ）有 限 公 司

WORLD HOUSEWARE (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 713)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of World Houseware (Holdings) Limited to be held at the Jade Room, 6th Floor, The Marco Polo Hongkong Hotel, Harbour City, Kowloon, Hong Kong at 3:30 p.m. on Friday, 25 June 2021, is set out on pages 13 to 17 of this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the annual general meeting or any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In compliance with the HKSAR Government's directive on social distancing, personal and environmental hygiene, and to prevent and control the spread of the novel coronavirus (the "COVID-19") pandemic, the Company will implement the following precautionary measures at the principal place of meeting of the Annual General Meeting against the epidemic:

• compulsory body temperature screening;
• mandatory use of surgical face masks;
• anyone attending the Annual General Meeting is reminded to observe good personal hygiene at all times;
• no refreshment will be served; and
• appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the Annual General Meeting as may be necessary to avoid over-crowding.

A health declaration form will be issued outside the meeting venue, every Shareholders or representative must submit the completed health declaration form before entering the meeting venue, any person who does not comply with the precautionary measures or is subject to any HKSAR Government prescribed quarantine may be denied entry into the meeting venue. In light of the continuing risks posed by the COVID-19, for the health and safety of Shareholders, the Company advises 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. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

Hong Kong, 28 April 2021

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to issue New Shares and Repurchase its own Shares . . . . . . . . . . . .	4
Reasons for Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Funding of Repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Disclosure of Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Share Purchase made by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Director's Undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Takeovers Code Consequences and Minimum Public Float . . . . . . . . . . . . . . . . . . . . . .	6
Market Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

- i -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held
	at the Jade Room, 6th Floor, The Marco Polo Hongkong
	Hotel, Harbour City, Kowloon, Hong Kong at 3:30 p.m. on
	Friday, 25 June 2021 and any adjournment thereof

"Articles of Association"

"associates"

"Board"

"Company"

the articles of association of the Company

has the same meaning as defined in the Listing Rules

the board of Directors

World Houseware (Holdings) Limited, a company incorporated in the Cayman Islands and whose shares are listed on the Stock Exchange

"Directors"

"General Mandates"

"Group"

"Hong Kong"

"Latest Practicable Date"

the directors of the Company from time to time

the Share Issue Mandate and the Repurchase Mandate

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the PRC

21 April 2021 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

"Listing Rules"

"PRC"

"Repurchase Mandate"

the Rules Governing the Listing of Securities on the Stock Exchange

the People's Republic of China

a general and unconditional mandate proposed to be granted at the Annual General Meeting to the Directors to exercise all the powers of the Company to repurchase Shares

- 1 -

DEFINITIONS

"Share Issue Mandate"

"Shares"

"Stock Exchange"

"Takeovers Code"

"HK$" and "cents"

a general and unconditional mandate proposed to be granted at the Annual General Meeting to the Directors to exercise all the powers of the Company to issue, allot and otherwise deal with new Shares

ordinary shares of HK$0.10 each in the capital of the Company, and "Shareholders" shall be construed accordingly

The Stock Exchange of Hong Kong Limited

The Code on Takeovers and Mergers and Share Repurchases

Hong Kong dollars and cents respectively

- 2 -

LETTER FROM THE BOARD

世 界（ 集 團 ）有 限 公 司

WORLD HOUSEWARE (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 713)

Executive Directors:	Registered office:
Mr. Lee Tat Hing (Chairman)	P.O. Box 309
Madam Fung Mei Po	Ugland House
(Vice Chairperson and Chief Executive Officer)	Grand Cayman KY1-1104
Mr. Lee Chun Sing (Vice Chairman)	Cayman Islands
Mr. Lee Kwok Sing Stanley
	Head office and principal place of
Non-executive Director:	business in Hong Kong:
Mr. Cheung Tze Man Edward	Flat C, 18th Floor
	Bold Win Industrial Building
Independent Non-executive Directors:	16-18 Wah Sing Street
Mr. Tsui Chi Him Steve	Kwai Chung
Mr. Ho Tak Kay	New Territories
Mr. Hui Chi Kuen Thomas	Hong Kong
Mr. Shang Sze Ming
	28 April 2021
To the Shareholders
Dear Sir/Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolutions to be proposed at the Annual General Meeting which has been convened for the purpose of considering and if thought fit, approving, inter alia:

• the grant of the Share Issue Mandate and Repurchase Mandate to Directors to issue new Shares and repurchase Shares.

- 3 -

LETTER FROM THE BOARD

A notice of the Annual General Meeting is set out on pages 13 to 17 of this circular.

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE ITS OWN SHARES

At the last annual general meeting of the Company held on 12 June 2020, the Directors were granted a general mandate to allot and issue Shares and a general mandate to repurchase Shares. These mandates will expire at the conclusion of the Annual General Meeting. The Directors propose to seek the approval of the Shareholders at the Annual General Meeting by way of passing ordinary resolutions for the grant of:

• the Share Issue Mandate to issue Shares up to a maximum of 20% of the Shares in issue as at the date of passing of the relevant resolution; which represent 152,863,484 shares as at the Latest Practicable Date; and
• the Repurchase Mandate to repurchase Shares up to a maximum of 10% of the Shares in issue as at the date of passing of the relevant resolution.

Whilst the Directors do not presently intend to repurchase any Shares, they believe that the flexibility afforded by the Repurchase Mandate, if the ordinary resolution granting it is passed, would be beneficial to the Company.

As at the Latest Practicable Date, the issued share capital of the Company was 764,317,421 Shares. Subject to the passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of passing of such resolution, the Directors would be authorised to repurchase up to 76,431,742 Shares during the period up to the next annual general meeting in 2022 or the expiration of the period within which the next annual general meeting of the Company is required by law to be held or the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first.

REASONS FOR REPURCHASE

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the net assets of the Company and/or earnings and/or dividend per Share.

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LETTER FROM THE BOARD

FUNDING OF REPURCHASES

Repurchases must be funded out of funds legally available for the purpose in accordance with the articles of association of the Company and the laws of the Cayman Islands, being profits available for distribution and the proceeds of a fresh issue of shares made for the purpose of the repurchase and it is envisaged that the funds required for any repurchase would be derived from such sources.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements as at 31 December 2020) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the 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.

DISCLOSURE OF INTERESTS

None of the Directors, and to the best of their knowledge, having made all reasonable enquiries, none of their associates, has any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company or its subsidiaries.

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell any Shares to the Company, or that he has undertaken not to sell any Shares held by him to the Company, in the event that the Repurchase Mandate is granted by the Shareholders at the Annual General Meeting and is exercised.

SHARE PURCHASE MADE BY THE COMPANY

There have been no repurchases of Shares by the Company during the six months prior to the date of this document (whether on the Stock Exchange or otherwise).

DIRECTOR'S UNDERTAKING

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

- 5 -

LETTER FROM THE BOARD

TAKEOVERS CODE CONSEQUENCES AND MINIMUM PUBLIC FLOAT

If as a result of a repurchase of Shares 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 group of Shareholders acting in concert, 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, Goldhill Profits Limited ("Goldhill") is holding 280,895,630 Shares representing approximately 36.75% of the entire issued Shares of the Company and Lees International Investments Limited ("Lees International") is holding 28,712,551 Shares representing approximately 3.76% of the entire issued Shares of the Company. Assuming the Repurchase Mandate is exercised in full and there is not any issue of new Shares by the Company, the shareholding of Goldhill will be increased to 40.83% of the entire issued Shares of the Company and the shareholding of Lees International will be increased to 4.17% of the entire issued Shares. In the opinion of the Directors, such increase of Goldhill may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the repurchase proposal to such an extent as would result in takeover obligations. Apart from Goldhill and Lees International, the Directors are not aware of any Shareholder, or group of Shareholders acting in concert who may become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code in the event that the Directors exercise the power to repurchase Shares pursuant to the Repurchase Mandate.

The Directors will not exercise the Repurchases Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

- 6 -

LETTER FROM THE BOARD

MARKET PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date were as follows:

	Share prices
	Highest	Lowest
	HK$	HK$
2020
April	0.340	0.290
May	0.310	0.260
June	0.325	0.260
July	0.300	0.270
August	0.310	0.260
September	0.295	0.250
October	0.305	0.255
November	0.420	0.300
December	0.400	0.330
2021
January	1.190	0.380
February	1.170	0.800
March	1.010	0.860
April (up to and including the Latest Practicable Date)	0.930	0.770

- 7 -

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

The notice of Annual General Meeting is set out on pages 13 to 17 of this circular. A form of proxy for use at the Annual General Meeting is enclosed and whether you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company's share registrar in Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time limit fixed for holding the Annual General Meeting or any adjourument thereof. Completion of the form of proxy and returning it to the Company will not preclude you from attending, and voting at, the Annual General Meeting or any adjournment thereof if you so wish.

VOTING BY WAY OF POLL

Pursuant to Rules 13.39(4) of the Listing Rules, all votes of shareholders at the Annual General Meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RE-ELECTION OF RETIRING DIRECTORS

According to Article 116 of the existing Articles of Association, one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. A retiring Director shall be eligible for re-election. Accordingly, at the Annual General Meeting, Mr. Lee Kwok Sing Stanley, Mr. Ho Tak Kay and Mr. Hui Chi Kuen Thomas shall retire office by rotation and being eligible, each of them will offer himself for re-election as Directors. At the Annual General Meeting, ordinary resolution will be proposed to re-elect them as Directors. Brief biographies of each of them are as follows:

Mr. Lee Kwok Sing Stanley, is the Executive Director of the Company, aged 58. He is the son of Mr. Lee Tat Hing, the Chairman of the Company. He is responsible for the administration and management of factory in the PRC. Mr. Lee jointed the Group in 1989 and has over 20 years' experience in factory management. As at the Latest Practicable Date, other than as disclosed in the annual report for the year ended 31 December 2020, Mr. Lee does not have any other interest in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Lee does not hold any directorship in any other listed public companies in the past three years. Save as disclosed in the annual report for the year ended 31 December 2020, Mr. Lee has no other relationships with directors, senior management or substantial or controlling shareholders of the Company.

- 8 -

LETTER FROM THE BOARD

Mr. Lee has entered into a services agreement with the Company for a period of three years commencing from 27 June 2018. Mr. Lee is entitled to a remuneration of HK$2,160,000 per annum and any payment which is of a gratuitous nautre and payable at the discretion of the Company (if any) and the total emoluments of Mr. Lee is determined by the Board with reference to the Company's performance and profitability, as well as the prevailing market conditions. For the year ended 31 December 2020, the total emoluments paid by the Company to Mr. Lee amounts to HK$2,268,000 and 1,100,000 share options were granted to him.

Mr. Lee has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no any other matters that need to be brought to the attention of the Shareholders of the Company or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Ho Tak Kay, is the Independent Non-executive Director of the Company, aged 64. He is a fellow member of the Association of Chartered Certified Accountants as well as the Hong Kong Institute of Certified Public Accountants. He had worked in certain international accounting firms before and has over 30 years experience in audit, accounting and financial fields. Mr. Ho joined the Group in 2004. As at the Latest Practicable Date, Mr. Ho does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance nor any relationships with any directors, senior management or substantial or controlling shareholders of the Company. Mr. Ho is currently a member of the audit committee, remuneration committee, nomination committee and risk committee of the Company.

- 9 -

LETTER FROM THE BOARD

Mr. Ho would have served the Board for more than seventeen years if he is re-elected at the Annual General Meeting. Mr. Ho does not hold any issued share capital of the Company. He has never received any interest in any securities of the Company as a gift, or by means of other financial assistance, from a connected person or the Company itself save and except that he has entered into a service agreement with the Company for a period of three years commencing from 6 September 2020 with an annual fee of HK$198,000, which is determined by the Board with reference to Mr. Ho's duties and responsibilities with the Company and the prevailing market condition. For the year ended 31 December 2020, the total emoluments paid by the Company to Mr. Ho amounts to HK$198,000. He is not a director, partner or principal nor an employee of a professional adviser which currently provides or has within one year immediately prior to the date of his appointment provided services to the Company or any of their respective subsidiaries or connected persons; or any person who was a controlling shareholder or, any person who was the chief executive or a director (other than an independent non-executive director) of the Company within one year immediately prior to the date of his appointment. He has no material interest in any principal business activity of nor is involved in any material business dealings with the Company, its holding company or their respective subsidiaries or with any connected persons of the Company. He is not on the board specifically to protect the interest of an entity whose interests are not the same as those of the shareholders as a whole. He is or was not connected with a director, the chief executive or a substantial shareholder of the Company within two years immediately prior to the date of his appointment. Mr. Ho has never held any executive or management position in the Group nor has he throughout such period been under the employment of any member of the Group nor any relationships with any directors, senior management or substantial or controlling shareholders of the Company. Mr. Ho does not hold any directorship in any other listed public companies in the past three years. He is not financially dependent on the Company, its holding company or any of their respective subsidiaries or connected persons of the Company. Mr. Ho has also provided an annual written confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee of the Board (with Mr. Ho abstaining from opining on the same) has also made an assessment and submission to the board that it is fully satisfied that Mr. Ho meets the requirements of the independence as set out in Rule 3.13 of the Listing Rules and it came to a conclusion that Mr. Ho continues to be independent. Accordingly, the Board considers that there is no evidence that the independence of Mr. Ho, especially in terms of exercising independent judgment and objective challenges to the management has been or will be in any way compromised or affected. The Board is confident that Mr. Ho will continue to make valuable contribution to the Company by providing his balanced and objective views to the Board. The Board therefore comes to the views that Mr. Ho should be re-elected for a further term at the Annual General Meeting.

Mr. Ho has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no any other matters that need to be brought to the attention of the Shareholders of the Company or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

- 10 -

LETTER FROM THE BOARD

Mr. Hui Chi Kuen Thomas, is the Independent Non-executive Director of the Company, aged 64, and is a professional accountant. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of the Institute of Chartered Accountants in Australia and CPA Australia. He has over 20 years' experience in the accounting, taxation and financial management gained in certain multinational corporations and publicly listed companies in Hong Kong and Australia. Mr. Hui was first appointed as an Independent Non-executive Director of the Company in 2004. As at the Latest Practicable Date, Mr. Hui has no any relationships with any directors, senior management or substantial or controlling shareholders of the Company. Mr. Hui is currently a member of the audit committee, remuneration committee, nomination committee and risk committee of the Company.

Mr. Hui would have served the Board for more than seventeen years if he is re-elected at the Annual General Meeting. Mr. Hui has a beneficial personal interest of 1,300,000 shares which is less than 1% in the total issued share capital of the Company within the meaning of Part XV of the Securities and Futures Ordinance. He has never received any interest in any securities of the Company as a gift, or by means of other financial assistance, from a connected person or the Company itself save and except that he has entered into a service agreement with the Company for a period of three years commencing from 6 September 2020 with an annual fee of HK$198,000, which is determined by the Board with reference to Mr. Hui's duties and responsibilities with the Company and the prevailing market condition. For the year ended 31 December 2020, the total emoluments paid by the Company to Mr. Hui amounts to HK$198,000. He is not a director, partner or principal nor an employee of a professional adviser which currently provides or has within one year immediately prior to the date of his appointment provided services to the Company or any of their respective subsidiaries or connected persons; or any person who was a controlling shareholder or, any person who was the chief executive or a director (other than an independent non-executive director) of the Company within one year immediately prior to the date of his appointment. He has no material interest in any principal business activity of nor is involved in any material business dealings with the Company, its holding company or their respective subsidiaries or with any connected persons of the Company. He is not on the board specifically to protect the interests of an entity whose interests are not the same as those of the shareholders as a whole. He is or was not connected with a director, the chief executive or a substantial shareholder of the Company within two years immediately prior to the date of his appointment. He was not or had not at any time during the two years immediately prior to the date of his appointment been, an executive or director of the Company, of its holding company or of any of their respective subsidiaries or of any connected persons of the Company. Mr. Hui does not hold any directorship in any other listed public companies in the past three years. He is not financially dependent on the Company, its holding company or any of their respective subsidiaries or connected persons of the Company. Mr. Hui has also provided an annual written confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules. The Nomination Committee of the Board (with Mr. Hui abstaining from opining on the same) has also made an assessment and submission to the board that it is fully satisfied that Mr. Hui meets the requirements of the independence as set out in Rule 3.13 of the Listing Rules and it came to a conclusion that Mr. Hui continues to be independent. Accordingly, the Board considers that there is no evidence that the independence of Mr. Hui, especially in terms of exercising independent judgment and objective challenges to the management, has been or will be in any way compromised or affected. The Board is confident that Mr. Hui will continue to make valuable contribution to the Company by providing his balanced and objective views to the Board. The Board therefore comes to the views that Mr. Hui should be re-elected for a further term at the Annual General Meeting.

- 11 -

LETTER FROM THE BOARD

Mr. Hui has not been involved in any of the matters as mentioned under Rules 13.51 (2)(h) to 13.51(2)(v) of the Listing Rules and there are no any other matters that need to be brought to the attention of the Shareholders of the Company or disclosed pursuant to Rule 13.51(2) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, 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.

RECOMMENDATION

The Directors consider that the re-election of Directors and the granting of the General Mandates are in the interests of and for the benefit of the Company and the Shareholders and accordingly the Directors recommend you to vote in favour of these resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

WORLD HOUSEWARE (HOLDINGS) LIMITED

Lee Tat Hing

Chairman

- 12 -

NOTICE OF ANNUAL GENERAL MEETING

世 界（ 集 團 ）有 限 公 司

WORLD HOUSEWARE (HOLDINGS) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 713)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of World Houseware (Holdings) Limited (the "Company") will be held at the Jade Room, 6th Floor, The Marco Polo Hongkong Hotel, Harbour City, Kowloon, Hong Kong at 3:30 p.m. on Friday, 25 June 2021 for the purpose of considering and if thought fit, passing the following resolutions:

As ordinary business:

1. To receive and adopt the audited financial statements of the Company and its subsidiaries and the reports of the directors and auditors for the year ended 31 December 2020.
2. To re-elect directors and to authorise the Board to fix the directors' remuneration.
3. To re-appoint auditors and authorise the Board to fix their remuneration.

As special business:

ORDINARY RESOLUTIONS

4. To consider and, if thought fit, pass with or without modifications, the following resolutions as Ordinary Resolutions:

A. "THAT:

1. subject to paragraph (c) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) of this Resolution) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares, options, warrants or similar rights to subscribe for any shares in the Company, and to make and grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

- 13 -

NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) of this Resolution shall authorise the directors of the Company during the Relevant Period to make and grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;
2. the total number of issued shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this Resolution) or (ii) the exercise of options under any share option scheme or similar arrangement or (iii) the exercise of rights of conversion under the terms of any securities which are convertible into shares of the Company or warrants to subscribe for shares of the Company or (iv) any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of the dividend on the shares of the Company in accordance with the Company's 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 and the said approval shall be limited accordingly; 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 end of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of Cayman Islands to be held; or
   3. revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting;

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NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares in the capital of the Company open for a period fixed by the directors of the Company to the holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company 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 recognised regulatory body or any stock exchange applicable to the Company)."

1. "THAT:
2. 1. subject to paragraph (c) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) of this Resolution) of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) shall be in addition to any other authorizations given to the directors of the Company and shall authorize the directors of the Company on behalf of the Company to repurchase its shares at a price determined by the directors of the Company;
   3. the total number of issued Shares of the Company to be repurchased by the Company pursuant to the approval mentioned in paragraph (a) of this Resolution during the Relevant Period shall not exceed 10% of the total number of issued Shares of the Company as at the date of passing of this Resolution and the said approval shall be limited accordingly; and
   4. for the purposes of this Resolution the expression "Relevant Period" shall have the same meaning as assigned to it under paragraph (d) of Ordinary Resolution 4A of this notice."

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NOTICE OF ANNUAL GENERAL MEETING

1. "THAT conditional upon Resolutions 4A and 4B being passed, the total number of issued Shares of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in Resolution 4B above shall be added to the total number of issued Shares that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to Resolution 4A, provided that the amount of share capital repurchased by the Company shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this Resolution."

By Order of the Board

WORLD HOUSEWARE (HOLDINGS) LIMITED

Lee Tat Hing

Chairman

Hong Kong, 28 April 2021

Registered office:

P.O. Box 309

Ugland House

Grand Cayman KY1-1104

Cayman Islands

Head office and principal place of business in Hong Kong:

Flat C, 18th Floor

Bold Win Industrial Building

16-18 Wah Sing Street

Kwai Chung

New Territories

Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, subject to the provisions of the Articles of Association, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which such proxy is so appointed.
2. A form of proxy for use at the meeting is enclosed. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the office of the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited of Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment hereof.
3. The register of members of the Company will be closed from 19 June 2021 to 25 June 2021, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the right to attend and vote at the meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited of Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on 18 June 2021.
4. In Compliance with the HKSAR Government's directive on social distancing, personal and environmental hygiene, and to prevent and control the spread of the novel coronavirus (the "COVID-19") pandemic, the Company will implement the following precautionary measure at the principal place of meeting of the Annual General Meeting against the epidemic:
5. • compulsory body temperature screening;
   • mandatory use of surgical face masks;
   • anyone attending the Annual General Meeting is reminded to observe good personal hygiene at all times;
   • no refreshment will be served; and
   • appropriate distancing and spacing in line with the guidance from the HKSAR Government will be maintained and as such, the Company may limit the number of attendees at the Annual General Meeting as may be necessary to avoid over-crowding.
6. A health declaration form will be issued outside the meeting venue, every Shareholders or representative must submit the completed health declaration form before entering the meeting venue, any person who does not comply with the precautionary measures or is subject to any HKSAR Government prescribed quarantine may be denied entry into the meeting venue. In light of the continuing risks posed by the COVID-19, for the health and safety of Shareholders, the Company advises 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.
7. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
8. If Typhoon Signal No. 8 or above, or a "black" rainstorm warning is in effect any time after 11:00 a.m. on the date of the annual general meeting, the meeting will be postponed. The Company will post an announcement on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.worldhse.com) to notify Shareholders of the date, time and venue of the rescheduled meeting.

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