Bossini International : PROPOSED RE-ELECTION OF DIRECTORS, PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES 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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Bossini International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

BOSSINI INTERNATIONAL HOLDINGS LIMITED

堡 獅 龍 國 際 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 592)

PROPOSED RE-ELECTION OF DIRECTORS,

PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES

AND TO REPURCHASE SHARES

AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Bossini International Holdings Limited to be held at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong on Tuesday, 12 November 2019 at 10:00 a.m. is set out in this circular. A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to attend and vote at the Annual General Meeting in person, please complete the form of proxy in accordance with the instructions set out thereon and return it to the Company's principal office at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

• For identification purposes only

8 October 2019

CONTENTS

		Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Re-election of Directors. . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed General Mandate to Issue Shares. . . . . . . . . . . . . . . . .	4
4.	Proposed General Mandate to Repurchase Shares. . . . . . . . . . . . . . .	4
5.	Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I - DETAILS OF THE DIRECTORS TO BE RE-ELECTED.. . . . . . .	7
APPENDIX II - EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE . .	9
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . .	12

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at 2/F,
	PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong
	Kong on Tuesday, 12 November 2019 at 10:00 a.m. for the
	purposes of considering the businesses set out in the notice of the
	Annual General Meeting and, if thought fit, passing the
	resolutions set out therein, or any adjourned meeting (as the case
	may be);
"associate(s)"	has the same meaning ascribed to it under the Listing Rules;
"Board"	the board of Directors;
"Bye-Laws"	the bye-laws of the Company;
"CG Code"	Corporate Governance Code and Corporate Governance Report
	contained in Appendix 14 to the Listing Rules;
"Company"	Bossini International Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability and the Shares of
	which are listed on the main board of the Stock Exchange;
"connected person(s)"	has the same meaning ascribed to it under the Listing Rules;
"Director(s)"	the director(s) of the Company;
"General Mandate"	the general mandate to allot, issue and deal with new Shares not
	exceeding 20% of the aggregate of nominal amount of the share
	capital of the Company in issue as at the date of passing of the
	ordinary resolution in relation thereof;
"Group"	the Company and its subsidiaries;
"HK$" and "cents"	Hong Kong dollars and cents respectively, the lawful currency of
	Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China;
"Latest Practicable Date"	30 September 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;

1

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange;
"Register of Members"	the principal or branch register of members of the Company
	maintained in Bermuda or Hong Kong respectively;
"Repurchase Code"	the Hong Kong Code on Share Repurchases;
"Repurchase Mandate"	the authority to repurchase fully paid up Shares of up to 10% of
	the aggregate of the nominal amount of the issued share capital of
	the Company as at the date of passing of the ordinary resolution
	in relation thereof;
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
"Share(s)"	the ordinary share(s) of HK$0.10 each in the share capital of the
	Company;
"Shareholder(s)"	registered holder(s) of the Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"substantial shareholder(s)"	has the same meaning ascribed to it under the Listing Rules;
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers;
"2018/19 Annual Report"	annual report of the Company for the year ended 30 June 2019;
	and
"%"	per cent.

2

LETTER FROM THE BOARD

BOSSINI INTERNATIONAL HOLDINGS LIMITED

堡 獅 龍 國 際 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 592)

Executive Directors:	Principal office:
Ms. TSIN Man Kuen Bess (Chairman)	2/F, PopOffice
Mr. MAK Tak Cheong Edmund (Chief Executive Officer)	9 Tong Yin Street
Mr. CHAN Cheuk Him Paul	Tseung Kwan O
	Kowloon, Hong Kong
Independent Non-executive Directors:	Registered office:
Mr. CHEONG Shin Keong	Victoria Place, 5th Floor
Ms. LEUNG Mei Han	31 Victoria Street
Prof. SIN Yat Ming	Hamilton HM 10
	Bermuda
	8 October 2019
To the Shareholders
Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS,

PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES

AND TO REPURCHASE SHARES

AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting to enable you to make an informed decision on whether to vote for or against these resolutions.

At the Annual General Meeting, resolutions, amongst others, will be proposed for seeking Shareholders' approval to (i) the proposed re-election of Directors; (ii) the proposed granting of the General Mandate and the Repurchase Mandate to the Directors.

• For identification purposes only

3

LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to Bye-Law 99 of the Bye-Laws and Appendix 14 of the Listing Rules, Mr. CHAN Cheuk Him Paul and Ms. LEUNG Mei Han will retire from office by rotation and, being eligible, will offer themselves for re-election at the Annual General Meeting.

Biographical details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix I to this circular.

Ms. LEUNG Mei Han, being an Independent Non-executive Director eligible for re-election at the Annual General Meeting, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. The Company is of the view that Ms. Leung meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

If a Shareholder wishes to nominate a person to stand for election as a Director at the Annual General Meeting, (a) a written notice of her intention to propose such person for election as a Director;

1. a written confirmation executed by the nominee of her willingness to be elected; and (c) the biographical details of such nominated candidate as required under Rule 13.51(2) of the Listing Rules for publication by the Company must be validly served at the principal office of the Company at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong on or before Monday, 21 October 2019.

3. PROPOSED GENERAL MANDATE TO ISSUE SHARES

Approval is being sought from the Shareholders to grant to the Directors a General Mandate in order to ensure flexibility and the Directors' discretion in the event it becomes desirable for the Company to issue, allot and deal with Shares up to 20% of its issued share capital as at the date of passing the relevant ordinary resolution. A similar mandate was previously granted to the Directors at the annual general meeting of the Company held on 13 November 2018. The obtaining of such a mandate is in accordance with the Listing Rules. As at the Latest Practicable Date, there were 1,641,333,394 Shares in issue. The maximum number of Shares to be issued is 328,266,678 Shares.

4. PROPOSED GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Directors a general mandate to, inter alia, repurchase up to 10% of the Shares of the Company in issue as at the date of passing of the relevant resolution. In addition, a separate resolution will be proposed at the Annual General Meeting to provide that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be issued and allotted under the General Mandate.

4

LETTER FROM THE BOARD

An explanatory statement, as required by the Listing Rules, regulating the repurchases by companies with a primary listing on the Stock Exchange of their own securities, to provide requisite information to enable the Shareholders to make an informed decision on whether to vote for or against the resolution no. 7 of the notice of the Annual General Meeting to be proposed at the Annual General Meeting in relation to the proposed Repurchase Mandate is set out in Appendix II to this circular.

With reference to the proposed new General Mandate and the Repurchase Mandate, the Directors wish to state that they have no immediate plans to issue any new securities or repurchase any Shares pursuant to the relevant mandates.

5. FINAL DIVIDEND

The Board has recommended a final dividend of HK1.22 cents per Share subject to shareholders' approval at the 2019 AGM.

The register of members of the Company will be closed from Monday, 18 November 2019 to Wednesday, 20 November 2019 (both days inclusive). During this period, no transfer of Shares will be registered. In order to qualify for the proposed final dividend, all transfer forms of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 15 November 2019.

6. ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting is set out hereunder. At the Annual General Meeting to be held at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong on Tuesday, 12 November 2019 at 10:00 a.m, ordinary resolutions in respect of the re-election of the Directors, the granting of the General Mandate and the Repurchase Mandate to the Directors as referred to above will be proposed.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy in accordance with the instructions set out thereon and return it to the Company's principal office at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong as soon as possible but in any event, not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

7. VOTING BY POLL

The chairman of the Annual General Meeting will demand poll voting for all the resolutions set out in the Notice of Annual General Meeting in accordance with the requirements of Rule 13.39(4) of the Listing Rules.

5

LETTER FROM THE BOARD

Pursuant to Bye-Law 76(A), on a poll every Shareholder present in person or by a duly authorised corporate representative or by proxy, shall have one vote for every Share of which he is the holder which is fully paid up or credited as fully paid up. On a poll a shareholder entitled to more than one vote need not use all his votes or cast his votes in the same way.

The results of the poll will be published by way of an announcement on the Company's website and the website of the Stock Exchange in accordance with the requirements of the Listing Rules.

8. RECOMMENDATION

The Directors consider that the proposed (i) re-election of Directors; (ii) granting of the General Mandate, the Repurchase Mandate and extended General Mandate to the Directors are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of all the ordinary resolutions to be proposed at the Annual General Meeting.

9. 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 Group. 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.

Yours faithfully,

For and on behalf of

Bossini International Holdings Limited

MAK Tak Cheong Edmund

Chief Executive Officer

6

APPENDIX I	DETAILS OF THE DIRECTORS TO BE RE-ELECTED

The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

EXECUTIVE DIRECTOR

Mr. CHAN Cheuk Him Paul, aged 48, was appointed as the Executive Director and the Director of Finance of the Group in August 2010. Mr. Chan graduated from the University of Toronto, Canada and the Hong Kong University of Science and Technology with a Master's Degree in Business Administration. He is also a member of the American Institute of Certified Public Accountants and a member of the Hong Kong Institute of Certified Public Accountants. He has over 25 years' experience in auditing and financial management with audit firm and various listed companies in Hong Kong. Mr. Chan is responsible for the overall financial management, legal, internal audit, investor relation and project of the Group. Save as disclosed above, Mr. Chan did not hold any other directorship in other listed public companies in the last three years and other major appointments and qualifications. The term of his appointment is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws.

Mr. Chan is not connected with any Director, senior management, chief executive or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, apart from holding 7,760,000 share options of the Company, he has no other interest in the Shares of the Company within the meaning of Part XV of the SFO.

Mr. Chan's total emoluments, includes salaries, allowances, benefits in kind and pension scheme contributions, as an Executive Director of the Company are about HK$2,239,000 per annum and will be entitled to have discretionary performance related bonus. Such emoluments are determined by reference to the Director's duties, responsibilities and performance and the results of the Group and are subject to review by the Remuneration Committee from time to time.

Save as disclosed above, there is no other information regarding Mr. Chan which should be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor is there any other matter of significance that needs to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ms. LEUNG Mei Han, aged 61, was appointed in September 2004, is also the Chairman of the Audit Committee and the Remuneration Committee and a member of Nomination Committee of the Company. Ms. Leung holds a Bachelor's Degree in Commerce from the University of Queensland, Australia and is a fellow member of CPA Australia. She has over 34 years' experience in accounting, securities, corporate finance and related areas. Ms. Leung is currently an independent non-executive director of Four Seas Mercantile Holdings Limited (stock code: 374) listed on the Stock Exchange. Save as disclosed above, Ms. Leung did not hold any other directorship in other listed public companies in the last three years and other major appointments and qualifications.

7

APPENDIX I	DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Ms. Leung is not connected with any Director, senior management, chief executive or substantial or controlling shareholder of the Company, nor did she has any interest in the Shares of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Ms. Leung's length of service with the Company will be one year from her date of appointment which will be automatically renewed unless early termination by either party serving not less than three months prior written notice or upon mutual consent on short notice. The term of her appointment is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws.

Ms. Leung is entitled to a Director's fee of HK$300,000 per annum, which is determined based on the prevailing market rate and her anticipated time and expertise to be exercised on the Group's affairs and is subject to review by the Remuneration Committee from time to time.

Ms. Leung has served as an Independent Non-Executive Director of the Company for more than 12 years. During her tenure of office over the past years, Ms. Leung has been able to fulfill all the requirements regarding independence of an independence non-executive director and provide annual confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules. To the best knowledge of the Directors, as at the Latest Practicable Date, the Company is not aware of any matters or events that may occur and affect the independence of Ms. Leung.

The Board is of the opinion that Ms. Leung remains independent notwithstanding the length of her service and believes that her knowledge and experience in the Group's business and her general business acumen continue to generate valuable contribution to the Board, the Company and the Shareholders as a whole.

Pursuant to Code Provision A.4.3 of the CG Code, a separate ordinary resolution will be proposed at the Annual General Meeting to approve the re-election of Ms. Leung as an Independent Non-Executive Director.

Save as disclosed above, there is no other information regarding Ms. Leung which should be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor is there any other matter of significance that needs to be brought to the attention of the Shareholders.

8

APPENDIX II	EXPLANATORY STATEMENT OF
	THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting for granting the Repurchase Mandate to the Directors.

SHAREHOLDERS' APPROVAL

All proposed repurchases of Shares on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by specific approval.

REASONS FOR SHARE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders for the Directors to continue to have general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders are assured that such repurchases of Shares will only be made when the Directors believe that they are appropriate and will benefit the Company and the Shareholders.

SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue of the Company was 1,641,333,394. Subject to the passing of the proposed ordinary resolution approving to grant the Repurchase Mandate to the Directors and on the assumption that no further Share is allotted or issued or repurchased by the Company prior to the Annual General Meeting, the exercise of the Repurchase Mandate in full would enable the Company to repurchase a maximum of 164,133,339 Shares, representing 10% of the issued share capital of the Company during the period from the date of the Annual General Meeting up to (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required by law to be held, or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying the Repurchase Mandate, whichever occurs first.

FUNDING OF REPURCHASE

Repurchases to be made pursuant to the proposed Repurchase Mandate must be financed out of funds legally available for such purpose in accordance with the Company's memorandum of association and Bye-Laws and the applicable laws of Bermuda. Bermuda laws provide that the amount of capital repaid related to a Share repurchase may only be paid out of either the capital paid up on the relevant Shares, or the funds that would otherwise be available for distribution or dividend or the proceeds of a fresh issue of shares made for the purpose. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided out of funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account.

9

APPENDIX II	EXPLANATORY STATEMENT OF
	THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital and/or gearing level of the Company in the event that the exercise of the Repurchase Mandate in full as compared with the position disclosed in the Company's 2018/19 Annual Report. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing level of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Share to the Company.

No connected person has notified the Company that he/she has a present intention to sell any Share to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules, the regulations set out in the Company's memorandum of association and Bye-Laws and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their associates (as defined in the Listing Rules), have any present intention to sell Shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

EFFECT OF THE TAKEOVERS CODE

If, as a result of a Share repurchase, 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 Rule 32 of the Takeovers Code and Rule 6 of the Repurchase Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase in the Shareholders' interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, save as Mr. LAW Ka Sing, no Shareholder was interested in 10% or more of the 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 repurchase to be made under the Repurchase Mandate. However, the Company may not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

10

APPENDIX II	EXPLANATORY STATEMENT OF
	THE REPURCHASE MANDATE

In the event that the Directors exercise the power in full to repurchase Shares under the Repurchase Mandate, and assuming that no new Shares are allotted or issued, the shareholdings of Mr. LAW Ka Sing would be increased approximately from 67.13% to 74.59% of the issued share capital of the Company. The Directors have no intention to exercise the Repurchase Mandate to an extent as may result in a public shareholding of less than such prescribed percentage.

In the event that the Directors exercise the Repurchase Mandate in full to repurchase Shares in accordance with the terms of the ordinary resolution to be proposed at the Annual General Meeting and assuming that no further Shares are issued by the Company, the increase in the percentage of the shareholdings of Mr. LAW Ka Sing in the Company will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

SHARE REPURCHASES BY THE COMPANY

The Company did not repurchase any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

SHARE PRICES

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

	Price per Share
	Highest	Lowest
	HK$	HK$
2018
October	0.295	0.265
November	0.280	0.260
December	0.280	0.270
2019
January	0.295	0.270
February	0.295	0.280
March	0.290	0.270
April	0.285	0.270
May	0.270	0.245
June	0.249	0.228
July	0.234	0.211
August	0.230	0.205
September (up to the Latest Practicable Date)	0.225	0.201

The closing price at which the Shares have been traded on the Stock Exchange on the Latest Practicable Date is HK$0.201.

11

NOTICE OF ANNUAL GENERAL MEETING

BOSSINI INTERNATIONAL HOLDINGS LIMITED

堡 獅 龍 國 際 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 592)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Bossini International Holdings Limited (the "Company") will be held at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong on Tuesday, 12 November 2019 at 10:00 a.m. for the following purposes:

As Ordinary Business

1. To receive and consider the audited consolidated financial statements and the reports of the directors and the independent auditors of the Company and its subsidiaries for the year ended 30 June 2019.
2. To declare a final dividend for the year ended 30 June 2019.
3. Each as a separate resolution, to re-elect the following retiring directors as directors of the Company:
4. 1. Mr. CHAN Cheuk Him Paul;
   2. Ms. LEUNG Mei Han;
   3. To authorise the board of directors (the "Board") of the Company to fix the remuneration of the directors of the Company (the "Directors").
5. To re-appoint auditors and to authorise the Board of the Company to fix their remuneration.

As Special Business

To consider and, if thought fit, to pass, with or without modifications, each of the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

• 5. "THAT:

  1. subject to paragraphs (b) and (c) of this resolution, the granting of an unconditional general mandate to the Directors during the Relevant Period (as defined in paragraph
  2. 1. of this resolution) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company (the "Shares")) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
• For identification purposes only

12

NOTICE OF ANNUAL GENERAL MEETING

1. the unconditional general mandate under paragraph (a) of this resolution shall not extend beyond the Relevant Period save the Directors may make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into Shares) during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of Shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the general mandate in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) of this resolution) or (ii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares of the Company in accordance with the Bye-Laws of the Company or (iii) any share option scheme of the Company or (iv) the exercise of any rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes and other securities issued by the Company which carry rights to subscribe for or are convertible into Shares of the Company, shall not exceed 20% of the aggregate of the nominal amount of the share capital of the Company in issue on the date of passing of this resolution and the said approval shall be limited accordingly; and
3. for the purposes 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 expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable law to be held; or
   3. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company (the "Shareholders") in general meeting; and

"Rights Issue" means an offer of Shares of the Company or issue of options, warrants, or other securities giving the right to subscribe for Shares of the Company, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities entitled to the offer) on a fixed record date in proportion to their then holdings of such Shares of the Company (or, where appropriate, such other securities), (subject to all cases 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, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong applicable to the Company)."

13

NOTICE OF ANNUAL GENERAL MEETING

1. "THAT:
2. 1. subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph (c) of this resolution) of all the powers of the Company to repurchase Shares of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws and regulations and requirements of the Stock Exchange, be and is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of the Shares which may be repurchased by the Company during the Relevant Period pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate of the nominal amount of the share capital of the Company in issue on the date of passing of this resolution and the said approval shall be limited accordingly; and
   3. for the purposes 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 expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable law to be held; or
      3. The revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders of the Company in general meeting."
3. "THAT conditional upon the passing of resolution nos. 5 and 6 as set out in the notice convening the meeting of which this resolution forms part, the general mandate referred to in resolution no. 5 as set out in the notice convening the meeting of which this resolution forms part be and is hereby extended by the addition to the aggregate nominal amount of share capital 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 aggregate nominal amount of Shares in the capital of the Company which may be repurchased by the Company since the granting of the said general mandate pursuant to the exercise by the Directors of the powers of the Company to repurchase such Shares provided that such amount shall not exceed 10% of the aggregate of the nominal amount of the share capital of the Company in issue on the date of passing of this resolution."

By Order of the Board

Bossini International Holdings Limited

WONG Suk May

Company Secretary

Hong Kong, 8 October 2019

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A form of proxy for use at the meeting is enclosed herewith.
2. A member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote on his behalf. A member who is the holder of two or more Shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company. If more than one proxy is appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
3. To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company's principal office at 2/F, PopOffice, 9 Tong Yin Street, Tseung Kwan O, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be).
4. Where there are joint registered holders of any Share, any one of such persons may vote at the meeting either personally or by proxy in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, then one of the said persons so present whose name stands first on the register of members of the Company shall alone be entitled to vote in respect of such Share.
5. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
6. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this Notice will be decided by poll at the above meeting.
7. For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 7 November 2019 to Tuesday, 12 November 2019, both days inclusive. During this period, no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer forms of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrars in Hong Kong, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Wednesday, 6 November 2019.
8. For determining the entitlement to the proposed final dividend, the register of members of the Company will be closed from Monday, 18 November 2019 to Wednesday, 20 November 2019, both days inclusive. During this period, no transfer of Shares will be registered. In order to qualify for the entitlement to the proposed final dividend, all transfer forms of Shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrars in Hong Kong, Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 15 November 2019.
9. (i) If tropical cyclone warning signal no. 8 or above remains hoisted or a black rainstorm warning signal is in force at 7:00 a.m. at the date of the Annual General Meeting, the Annual General Meeting will be postponed. Shareholders will be informed of the date, time and venue of the postponed Meeting by a supplementary notice posted on the respective websites of the Company (www.bossini.com) and The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).
10. 1. The Annual General Meeting will be held as scheduled when an amber or red rainstorm warning signal is in force. Members should make their own decision as to whether they would attend the Annual General Meeting under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

As at the date of this notice, the Board comprises three executive directors, namely Ms. TSIN Man Kuen Bess (Chairman), Mr. MAK Tak Cheong Edmund and Mr. CHAN Cheuk Him Paul and three independent non-executive directors, namely Mr. CHEONG Shin Keong, Ms. LEUNG Mei Han and Prof. SIN Yat Ming.

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