China Tontine Wines : Announcements and Notices - Notice of Annual General Meeting

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CHINA TONTINE WINES GROUP LIMITED

中國通天酒業集團有限公司

(incorporated in Bermuda with limited liability)

(Stock Code: 389) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of China Tontine Wines Group Limited (the "Company") will be held at JW Marriott Ballroom (Level 3), JW Marriott Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 12 April 2017 at 3:00 p.m. to consider and, if thought fit, transact the following ordinary businesses: AS ORDINARY BUSINESS

1. To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and the auditors (the "Auditors") of the Company for the year ended 31 December 2016.

2. To consider the re-election of the retiring Directors (namely Mr Wang Guangyuan, Mr Lai Chi Keung, Albert, and Mr Lam Yiu Por), each as separate resolution, and to authorise the board of Directors (the "Board") to fix the remuneration of the Directors.

3. To consider the re-appointment of Deloitte Touche Tohmatsu as the Auditors for the year ending 31 December 2017 and to authorise the Board to fix the remuneration of the Auditors.

   AS SPECIAL BUSINESS

4. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

   "THAT:

5. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws, the exercise by the directors (the "Directors") of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares (the "Shares") of HK$0.01 each in the share capital of the Company, and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

6. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

7. the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

8. a Rights Issue (as hereinafter defined in paragraph (d) below);

9. the exercise of options granted under the share option scheme or similar arrangement for the time being adopted by the Company from time to time;

10. any scrip dividend or similar arrangements providing for allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws (the "Bye-laws") of the Company and other relevant regulations in force from time to time; or

11. any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

    shall not exceed 20% of the aggregate number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

12. for the purpose of this resolution, the "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:

13. the conclusion of the next annual general meeting of the Company;

14. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable law of Bermuda to be held; or

15. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

    "Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject 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, or the expenses or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange outside Hong Kong)."

16. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

    "THAT:

17. subject to paragraph (b) below, the exercise by the directors (the "Directors") of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to buy-back the shares (the "Shares") of HK$0.01 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong (the "SFC") and the Stock Exchange for such purpose, and subject to and in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Act 1981 of Bermuda (as amended, supplemented or modified from time to time) and all other applicable laws as amended from time to time in this regard, be and the same is hereby generally and unconditionally approved;

18. the aggregate number of Shares which may be bought-back or agreed to be bought- back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate number of Shares in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

19. for the purpose of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:

20. the conclusion of the next annual general meeting of the Company;

21. 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 other applicable law of Bermuda to be held; or

22. the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

23. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution of the Company:

"THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the directors (the "Directors") of the Company to allot, issue and deal with the unissued shares (the "Shares") of HK$0.01 each in the share capital of the Company pursuant to resolution numbered 4 above be and it is hereby extended by the addition to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Director pursuant to or in accordance with such general mandate of a number representing the aggregate number of Shares bought-back by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above."

Yours faithfully

By order of the Board

China Tontine Wines Group Limited Wang Guangyuan

Chairman and Executive Director

Hong Kong, 9 March 2017

Registered office: Clarendon House 2 Church Street

Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong:

Room 1703, 17th Floor COFCO Tower

No. 262 Gloucester Road Causeway Bay, Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares (the "Shares") in the Company may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person 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, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.