China Tianrui Automotive Interiors : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES DECLARATION OF FINAL DIVIDEND RE-ELECTION OF DIRECTORS RE-APPOINTMENT OF AUDITOR 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 a 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 China Tianrui Automotive Interiors Co., LTD (the "Company"), you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

CHINA TIANRUI AUTOMOTIVE INTERIORS CO., LTD

中國天瑞汽車內飾件有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6162)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

DECLARATION OF FINAL DIVIDEND

RE-ELECTION OF DIRECTORS

RE-APPOINTMENT OF AUDITOR

AND

NOTICE OF ANNUAL GENERAL MEETING

This circular together with a form of proxy will remain on the website of the Stock Exchange at www.hkexnews.hk and on the website of the Company at www.trqcns.com.

A notice convening the AGM to be held at meeting room, 2/F., No. 6 Weihua Road North, Jingwei Xincheng, Xi'an Economic & Technological Development Zone, Xi'an City, Shaanxi Province, China on Friday, 11 June 2021, at 3 p.m. is set out on pages 15 to 19 of this circular. Whether or not you are able to attend the AGM or any adjournment thereof, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.

PRECAUTIONARY MEASURES FOR PHYSICAL ATTENDANCE AT THE AGM

To safeguard the health and safety of AGM attendees and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the AGM:

1. compulsory temperature screening/checks;
2. wearing of surgical face mask; and
3. no provision of refreshments or drinks.

Attendees who do not comply with the precautionary measures referred to in (1) and (2) above may be denied entry to the AGM venue at the absolute discretion of the Company as permitted by law.

For the health and safety of AGM attendees, the Company would encourage Shareholders to exercise their right to vote at the AGM electronically or by appointing the chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

12 May 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . . . .	5
Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Re-appointment of the Auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II - BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTEDAT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at meeting room,
	2/F., No. 6 Weihua Road North, Jingwei Xincheng, Xi'an Economic &
	Technological Development Zone, Xi'an City, Shaanxi Province, China
	on Friday, 11 June 2021 at 3 p.m.
"Articles"	the articles of association of the Company, as amended, supplemented or
	otherwise modified from time to time
"Associate(s)"	has the same meaning as defined in the Listing Rules
"Board"	the board of Directors
"BVI"	the British Virgin Islands
"Companies Law"	the Companies Law (Law 3 of 1961, as consolidated and revised) of the
	Cayman Islands, as amended, supplemented or otherwise modified from
	time to time
"Company"	China Tianrui Automotive Interiors Co., LTD, a company incorporated
	in the Cayman Islands as an exempted company with limited liability
	and the issued Shares of which are listed on the Main Board of the Stock
	Exchange
"Connected Person(s)"	has the same meaning as defined in the Listing Rules
"Controlling Shareholder(s)"	has the meaning ascribed thereto under the Listing Rules and for the
	purpose of this circular, refers to Mr. Hou Jianli, Ms. Chen Bierui and
	H&C Group individually and as a group where the context requires
"Director(s)"	the director(s) of the Company
"Extension Mandate"	subject to the passing of the ordinary resolutions to grant each of the
	Issue Mandate and the Repurchase Mandate, an ordinary resolution will
	be proposed at the AGM to extend the Issue Mandate by including the
	number of shares repurchased under the Repurchase Mandate
"Group"	the Company and its subsidiaries

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	DEFINITIONS
"H&C Group"	H&C Group Holding Limited, a company incorporated under the laws
	of the BVI with liability limited by shares, which is owned as to 60%
	by Mr. Hou Jianli and 40% by Ms. Chen Bierui, and being one of our
	Controlling Shareholders
"Hong Kong" or "HK"	the Hong Kong Special Administrative Region of the People's Republic
	of China
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Issue Mandate"	a general and unconditional mandate proposed to be granted to the
	Directors to exercise the power of the Company to allot, issue or
	otherwise deal with new Shares up to a maximum of 20% of the total
	number of issued Shares as at the date of passing the relevant resolution
	at the AGM
"Latest Practicable Date"	7 May 2021, being the latest practicable date prior to the printing of this
	circular for ascertaining certain information for inclusion in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Main Board"	the stock market (excluding the option market) operated by the Stock
	Exchange which is independent from and operated in parallel with the
	GEM of the Stock Exchange
"PRC"	the People's Republic of China (for the purpose of this circular,
	excluding Hong Kong, Macau and Taiwan)
"Repurchase Mandate"	a general and unconditional mandate proposed to be granted to the
	Directors to enable them to repurchase the Shares on the Stock Exchange
	which shall not exceed 10% of the total number of issued Shares as at the
	date of passing the relevant resolution at the AGM
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong), as amended, supplemented or otherwise modified from time to
	time
"Share(s)"	ordinary share(s) of par value HK$0.01 each in the share capital of the
	Company
"Shareholder(s)"	holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

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	DEFINITIONS
"Takeovers Code"	the Codes on Takeovers and Mergers and Share Buy-backs issued by the
	Securities and Futures Commission of Hong Kong, as amended, modified
	and supplemented from time to time
"Xian Tianrui"	西安天瑞汽車內飾件有限公司 (Xian Tianrui Automotive Interiors
	Co., Ltd.*), a company established under the laws of the PRC with
	limited liability on 22 May 2009, which is an indirect wholly-owned
	subsidiary of our Company
"%"	per cent
"*"	for identification purpose only

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