Cosmopolitan International : RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE ORDINARY 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 you should take, 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 securities in Cosmopolitan International Holdings Limited, you should at once hand this circular and the accompanying proxy form 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.

(Stock Code: 120)

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND

REPURCHASE ORDINARY SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2021 Annual General Meeting of Cosmopolitan International Holdings Limited (the "Company") to be held at the Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Tuesday, 8th June, 2021 at 11:00 a.m. ("2021 AGM") is appended to this circular. If you do not propose to attend the 2021 AGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the 2021 AGM or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting in person at the 2021 AGM or at any adjourned meeting should you so wish, and in the event that you turn up in such meeting(s) after sending in the proxy form, the proxy shall be deemed to be revoked.

29th April, 2021

PRECAUTIONARY MEASURES FOR THE 2021 AGM

Please refer to page i of this circular for preventive and control measures at the 2021 AGM to minimise the risk of the spread of the novel coronavirus (COVID-19):

• no beverage, refreshment or corporate gifts
• compulsory body temperature check
• every attendee is required to wear an appropriate face mask

The Company reminds its Shareholders that they may appoint the chairman of the 2021 AGM as a proxy to attend and vote at the 2021 AGM, instead of attending it in person.

		CONTENTS
			Page
Precautionary Measures for the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
Definitions . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General Mandate to Issue Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Repurchase Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Recommendation from the Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	-	Particulars of Retiring Directors Offering for Re-election . . . . . . . .	6
Appendix II	-	Explanatory Statement on Repurchase of Ordinary Shares . . . . . . .	9
Notice of 2021 AGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

PRECAUTIONARY MEASURES FOR THE 2021 AGM

The Company will implement the following preventive and control measures at the 2021 AGM to minimise the risk of the spread of the novel coronavirus (COVID-19):

1. no beverage, refreshment or corporate gifts will be served or distributed before, during or after the 2021 AGM;
2. compulsory body temperature check will be conducted for every attendee before entering the venue of the 2021 AGM, and any attendee with a body temperature higher than 37.3 degree Celsius will not be given access to the meeting venue; and
3. every attendee is required to wear an appropriate face mask at all times during their attendance of the 2021 AGM.

The Company reminds Shareholders that they may appoint the chairman of the 2021 AGM as his/her/its proxy to attend and vote on the relevant resolution(s) at the 2021 AGM instead of attending the 2021 AGM in person. For such purpose, please complete and return the proxy form for the 2021 AGM accompanying this circular.

If any Shareholder will not attend the 2021 AGM in person and has any questions about the resolutions to be considered at the 2021 AGM or other matters relating to the Company, Shareholder is welcome to send the questions in writing to the Company's head office and principal place of business in Hong Kong for the attention of the Company Secretary or to our email at [e-mail].

If any Shareholder has any question relating to the 2021 AGM, please contact Computershare Hong Kong Investor Services Limited, the Company's registrar in Hong Kong, as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong Email: [e-mail]

Tel: [phone]

Fax: [phone]

− i −

DEFINITIONS

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

"2020 Annual Report"	the annual report of the Company for the year ended 31st
	December, 2020
"2021 AGM"	the annual general meeting of the Company convened to be
	held on Tuesday, 8th June, 2021 at 11:00 a.m.
"Articles of Association"	the articles of association of the Company
"Board"	the board of Directors, presently comprising six Executive
	Directors, a Non-Executive Director and four Independent
	Non-Executive Directors, all as named in the Letter from the
	Chairman contained in this circular
"Century"	Century City International Holdings Limited, a company
	incorporated in Bermuda with limited liability, the ordinary
	shares of which are listed on the Stock Exchange
"Century City Group"	Century and its subsidiaries
"close associates"	has the meaning ascribed thereto in the Listing Rules
"Companies Law"	the Companies Law of the Cayman Islands for the time being
	in force
"Company"	Cosmopolitan International Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability, the
	Ordinary Shares of which are listed on the Stock Exchange
"controlling shareholders"	has the meaning ascribed thereto in the Listing Rules
"core connected persons"	has the meaning ascribed thereto in the Listing Rules
"Convertible Preference Shares"	non-votingnon-redeemable convertible preference shares of
	HK$0.002 each in the share capital of the Company
"CPS Holder(s)"	the holder(s) of Convertible Preference Shares
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China

− ii −

	DEFINITIONS
"Latest Practicable Date"	22nd April, 2021, being the latest practicable date for the
	purposes of ascertaining certain information in this circular
"listed public companies"	public companies which securities are listed on any securities
	market in Hong Kong or overseas
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Notice of 2021 AGM"	the notice convening the 2021 AGM appended to this circular
"Ordinary Resolution(s)"	the proposed ordinary resolution(s) as set out in the Notice of
	2021 AGM
"Ordinary Shares"	ordinary shares of HK$0.002 each in the share capital of the
	Company
"Paliburg"	Paliburg Holdings Limited, a company incorporated in
	Bermuda with limited liability, the ordinary shares of which
	are listed on the Stock Exchange
"Regal"	Regal Hotels International Holdings Limited, a company
	incorporated in Bermuda with limited liability, the ordinary
	shares of which are listed on the Stock Exchange
"Regal REIT"	Regal Real Estate Investment Trust, a Hong Kong collective
	investment scheme authorised under section 104 of the SFO,
	the units of which are listed on the Stock Exchange
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors in
	such manners as set out in Ordinary Resolution 4(A)
	contained in the Notice of 2021 AGM relating to the
	repurchase of Ordinary Shares
"Repurchase Proposal"	the proposal with respect to the repurchase of Ordinary
	Shares pursuant to the Repurchase Mandate, details of which
	proposal are set out in "Appendix II - Explanatory
	Statement on Repurchase of Ordinary Shares" to this circular
"Retiring Directors"	those Directors who, as named under the section headed
	"Re-election of Directors" in the Letter from the Chairman
	contained in this circular, will retire at the 2021 AGM
	pursuant to the Articles of Association
"RPML"	Regal Portfolio Management Limited, a wholly owned
	subsidiary of Regal and the manager of Regal REIT, the listed
	subsidiary of Regal

− iii −

	DEFINITIONS
"SFO"	Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong
"Shareholder(s)"	holder(s) of Ordinary Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholders"	has the meaning ascribed thereto in the Listing Rules
"Takeovers Code"	the Code on Takeovers and Mergers issued by the Securities
	and Futures Commission of Hong Kong
"%"	per cent

− iv −

LETTER FROM THE CHAIRMAN

(Stock Code: 120)
Executive Directors:	Head office and principal place
LO Yuk Sui (Chairman and Chief Executive Officer)	of business:
Jimmy LO Chun To (Vice Chairman and Managing Director)	11th Floor, 68 Yee Wo Street
LO Po Man (Vice Chairman)	Causeway Bay
Kenneth WONG Po Man (Chief Operating Officer)	Hong Kong
Kelvin LEUNG So Po (Chief Financial Officer)
Kenneth NG Kwai Kai	Registered office:
	PO Box 309, Ugland House
Non-Executive Director:	Grand Cayman
Francis BONG Shu Ying	KY1-1104
	Cayman Islands
Independent Non-Executive Directors:
Alice KAN Lai Kuen
LEE Choy Sang
David LI Ka Fai
Abraham SHEK Lai Him, GBS, JP
	29th April, 2021
To the Shareholders and, for information only, the CPS Holders
Dear Sir or Madam,

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND

REPURCHASE ORDINARY SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

The purpose of this circular is to provide the Shareholders with requisite information with respect to the resolutions to be proposed at the forthcoming 2021 AGM relating to the followings:

1. the re-election of the Retiring Directors who will retire and, being eligible, have offered themselves for re-election at the 2021 AGM;
2. the grant of a general mandate to the Directors for the issue of new Ordinary Shares in such manners as set out in Ordinary Resolutions 4(B) and 4(C) contained in the Notice of 2021 AGM; and
3. the grant of the Repurchase Mandate to the Directors for the Repurchase Proposal.

− 1 −

LETTER FROM THE CHAIRMAN

Re-election of Directors

In accordance with Article 116 of the Articles of Association, the following Directors will retire from office by rotation at the 2021 AGM:

1. Mr. Jimmy LO Chun To ("Mr. Jimmy Lo") (Executive Director, Vice Chairman and Managing Director);
2. Mr. Francis BONG Shu Ying ("Mr. Francis Bong") (Non-Executive Director);
3. Mr. LEE Choy Sang ("Mr. CS Lee") (Independent Non-Executive Director); and
4. Mr. David LI Ka Fai ("Mr. David Li") (Independent Non-Executive Director).

Three of the above Retiring Directors, Mr. Jimmy Lo, Mr. Francis Bong and Mr. David Li (the "Relevant Retiring Directors"), being eligible, have offered themselves for re-election at the 2021 AGM. The other Retiring Director, Mr. CS Lee, will not seek for re-election at the 2021 AGM and will retire as an Independent Non-Executive Director after the conclusion of the 2021 AGM.

The re-election of the Relevant Retiring Directors at the 2021 AGM will not be for any specific term of office, but the Relevant Retiring Directors will be subject to retirement by rotation at least once every three years in accordance with the Articles of Association. The particulars of the Relevant Retiring Directors, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix I to this circular.

The Nomination Committee of the Company has considered the biographical details and other related particulars of the Relevant Retiring Directors, with reference to the board diversity policy of the Company and their contributions to the Board and the Group during their tenure. The Relevant Retiring Directors have extensive experience and knowledge in their respective professional and commercial fields, who can contribute valuable advice on the business and development of the Group and can also conform with the Company's board diversity policy.

Proposed re-designation of Non-Executive Director as Independent Non-Executive Director

Following Mr. CS Lee's retirement, the ratio of the Independent Non-Executive Directors of the Company that bears to the total number of the Directors will decrease from 4:11 to 3:10. The proportion of the Independent Non-Executive Directors will therefore fall below the one-third threshold permitted by Rule 3.10A of the Listing Rules. Against this background, it is proposed that Mr. Francis Bong be re-designated as an Independent Non-Executive Director upon his re-election at the 2021 AGM, so as to ensure the continued compliance with Rule 3.10A of the Listing Rules following the directorate changes at the 2021 AGM.

− 2 −

LETTER FROM THE CHAIRMAN

With respect to the above proposed re-designation, the Nomination Committee of the Company has also considered the factors detailed below relating to Mr. Francis Bong's independence, in addition to the biographical details of Mr. Francis Bong, which is set out in Appendix I to this circular.

With his professional engineering background and business experience in Hong Kong, China and overseas, Mr. Francis Bong has contributed to the Group by always providing valuable, professional and independent guidance and advices to the Board. Mr. Francis Bong has been a valuable member of the Board during his service on the Board. Throughout the term of his service on as a non-executive director of the Company, Mr. Francis Bong has not participated or been involved in the business or daily operations of the Group. He is not, and has not been, appointed to any committee of the Board, whether with or without executive powers. His primarily role and responsibilities are, like any other Directors, to oversee the corporate governance and internal control of the Company, provide general advice at the Board level on the overall business affairs of the Group, and in Mr. Francis Bong's case, with particular emphasis on property development and civil engineering aspects. Like any other Independent Non-Executive Directors of the Company, Mr. Francis Bong has no executive powers and responsibilities over the affairs of the Company and its subsidiaries.

Mr. Francis Bong has confirmed that he is not financially dependent on the Company, its holding companies or of any of their respective subsidiaries or core connected persons of the Company. Other than the normal Director's fee for all the Directors for their services as such, no other remuneration has been paid to Mr. Francis Bong for his services on the Board.

Mr. Francis Bong's professional competence and years of contributions in the engineering science has also been recognized across Hong Kong, as evidenced by his former presidency in Hong Kong Institution of Engineers and Hong Kong Academy of Engineering Sciences. With his eminent scientific mind and highly recognized professional competence, Mr. Francis Bong has brought objectivity and professional perspectives and guidance to fellow members of the Board.

During the years of his service on the Board, Mr. Francis Bong has demonstrated independence in both character and judgement. His long term service is not found to have impaired his independence in character or judgement. The Board has found the views expressed by Mr. Francis Bong have remained consistently objective, free from biases. After serving more than a decade on the Board, there has not been any indication that the interactions or relationships built with the executive management of the Group including the Executive Directors of the Company over the years have eroded Mr. Francis Bong's independence in discharging his duties, and commitment to serve the interests of the Company and its Shareholders as a whole. Instead, they enable Mr. Francis Bong to advise and oversee the Company's management in a more effective manner.

The Nomination Committee is therefore satisfied that Mr. Francis Bong is independent and has recommended his re-designation to the Board. The Board considers that Mr. Francis Bong will continue to be a capable candidate to serve the Board as an Independent Non-Executive Director following his re-designation. With his proven commitment, experience and competence, the Board determines that Mr. Francis Bong still satisfies the independence requirement while he has continued to serve more than nine years as a Non-Executive Director. The Board considers the service of Mr. Francis Bong will bring continuity of experience and objectivity to the Group.

− 3 −

LETTER FROM THE CHAIRMAN

The re-designation of Mr. Francis Bong as an Independent Non-Executive Director of the Company will become effective when he is re-elected as a Director by the Shareholders at the 2021 AGM and then approved by the Board on the date of the 2021 AGM.

General Mandate to Issue Ordinary Shares

The Directors wish to seek the approval of the Shareholders (i) to grant a general mandate to the Directors to exercise the powers of the Company to allot and issue new Ordinary Shares up to 20% of the Ordinary Shares in issue as at the date of the passing of the proposed Ordinary Resolution 4(B) as set out in the Notice of 2021 AGM; and (ii) to extend the 20% share issuing mandate to be granted pursuant to Ordinary Resolution 4(B) by adding to such mandate the number of Ordinary Shares repurchased by the Company pursuant to the Repurchase Mandate.

Based on 5,892,497,800 Ordinary Shares in issue as at the Latest Practicable Date and on the assumption that there will be no variation in the issued ordinary share capital of the Company during the period up to the date of 2021 AGM on 8th June, 2021, the Company would be allowed to allot and issue a maximum number of 1,178,499,560 Ordinary Shares pursuant to the 20% share issuing mandate as set out in Ordinary Resolution 4(B).

There is no immediate plan for the issue by the Company of any new Ordinary Shares pursuant to the 20% share issuing mandate.

General Mandate to Repurchase Ordinary Shares

The Directors wish to seek the approval of the Shareholders to the Repurchase Mandate for the Repurchase Proposal. The explanatory statement regarding the Repurchase Proposal required to be sent to the Shareholders in accordance with the Listing Rules is set out in Appendix II to this circular.

Notice of 2021 AGM

The Notice of 2021 AGM is contained in pages 12 to 14 of this circular. Pursuant to Rule 13.39(4) of the Listing Rules, voting on all resolutions to be put forth to the Shareholders at the 2021 AGM will be taken by poll. The Company will announce the results of poll voting by way of publication of an announcement in accordance with the requirements under Rule 13.39(5) of the Listing Rules on the websites of the Stock Exchange and the Company.

− 4 −

LETTER FROM THE CHAIRMAN

Recommendation from the Directors

The Directors consider that the proposed grant of the Repurchase Mandate and the 20% share issuing mandate pursuant to the Ordinary Resolution 4(A) and the Ordinary Resolutions 4(B) and 4(C), respectively, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of these Ordinary Resolutions to be proposed at the 2021 AGM.

Yours faithfully,

LO YUK SUI

Chairman

− 5 −

APPENDIX I	PARTICULARS OF RETIRING DIRECTORS
	OFFERING FOR RE-ELECTION

1. Mr. LO Chun To (Alias: Jimmy) (Executive Director, Vice Chairman and Managing Director)

Mr. Jimmy Lo, aged 47, was appointed to the Board as an Executive Director in 2013. Mr. Lo also acts as a Vice Chairman and the Managing Director of the Company since 2013. He is also an executive director and a vice chairman of Century (the ultimate listed holding company of the Company), an executive director, the vice chairman and the managing director of Paliburg (the immediate listed holding company of the Company), an executive director of Regal (a listed subsidiary of Century and Paliburg and a listed fellow subsidiary of the Company) and a non-executive director of RPML. Mr. Lo graduated from Cornell University, New York, the United States, with a Degree in Architecture. He joined the Century City Group in 1998. Mr. Lo is primarily involved in overseeing the property projects of the Group in the PRC and, in addition, undertakes responsibilities in the business development of the Century City Group. Save as disclosed herein, Mr. Lo has not held any directorships in other listed public companies during the last three years.

Mr. Lo's directorship with the Company is subject to retirement by rotation at least once every three years pursuant to the relevant provisions under the Articles of Association. Mr. Lo does not have a service contract with the Group. He is entitled to normal Director's fee in the amount of HK$150,000 per annum in acting as a Director. The normal fee was determined based on the duties and responsibilities in respect of such office and approved by the Board in accordance with the Articles of Association. With respect to his executive role, Mr. Lo is also entitled to receive from the Group an allocated monthly salary of HK$71,400, which was determined by reference to industry norm and market conditions and based on the services rendered to the Group and, in addition, performance based discretionary bonus and other related employee benefits and allowances.

As at the Latest Practicable Date, Mr. Lo held the following interests in the securities of the Company, Century and Paliburg within the meaning of Part XV of the SFO:

1. direct interests in 2,269,101 issued Ordinary Shares, representing approximately 0.05% of the issued ordinary share capital of the Company as at the Latest Practicable Date;
2. direct interests in 251,735 issued ordinary shares of Century, representing approximately 0.008% of the issued ordinary share capital of Century as at the Latest Practicable Date; and
3. direct interests in 2,274,600 issued ordinary shares of Paliburg, representing approximately 0.20% of the issued ordinary share capital of Paliburg as at the Latest Practicable Date.

Details of the directorships of Mr. Lo in the substantial and controlling shareholders of the Company are disclosed under the section headed "Substantial Shareholders' Interests in Share Capital" in the Report of the Directors contained in 2020 Annual Report. Mr. Lo is the son of Mr. LO Yuk Sui, an Executive Director, the Chairman and Chief Executive Officer of the Company, and the brother of Miss LO Po Man, an Executive Director and a Vice Chairman of the Company. Save as disclosed herein, Mr. Lo does not have any other relationships with any Directors, senior management, or substantial or controlling shareholders of the Company.

There is no information that is required to be disclosed by Mr. Lo pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in relation to the re-election of Mr. Lo.

− 6 −

APPENDIX I	PARTICULARS OF RETIRING DIRECTORS
	OFFERING FOR RE-ELECTION

1. Mr. BONG Shu Ying, Francis (Non-ExecutiveDirector)

Mr. Francis Bong, aged 79, was appointed to the Board in 2006. Mr. Bong was a director of AECOM Technology Corporation, a company incorporated in the United States and listed on the New York Stock Exchange. Mr. Bong holds a Bachelor's Degree of Science in Engineering from The University of Hong Kong and is a former Chairman of the Hong Kong University Engineering Advisory Committee. He is a former president of the Hong Kong Institution of Engineers, a former president of the Hong Kong Academy of Engineering Sciences and a fellow member of The Institution of Structural Engineers in the United Kingdom. Mr. Bong is also an independent non-executive director of China Merchants Port Holdings Company Limited, a company listed on the main board of the Stock Exchange. Save as disclosed herein, Mr. Bong has not held any directorships in other listed public companies during the last three years.

Mr. Bong's directorship with the Company is subject to retirement by rotation at least once every three years pursuant to the relevant provisions under the Articles of Association. Mr. Bong does not have a service contract with the Group. He is entitled to normal Director's fee in the amount of HK$150,000 per annum in acting as a Director. The normal fee was determined based on the duties and responsibilities in respect of such officer and approved by the Board in accordance with the Articles of Association.

Mr. Bong does not hold any interests in the securities of the Company within the meaning of Part XV of the SFO. He does not have any relationships with any Directors, senior management, or substantial or controlling shareholders of the Company.

Mr. Bong has served on the Board as a Non-Executive Director for more than nine years. In connection with the proposed re-designation of Mr. Bong as an Independent Non-Executive Director as mentioned in the preceding Letter from the Chairman in this circular, the Company has received from Mr. Bong his confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Based on the relevant factors detailed in the Letter from the Chairman, the Company considers that Mr. Bong is independent.

There is no information that is required to be disclosed by Mr. Bong pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in relation to the re-election of Mr. Bong as a Director and his re-designation as an Independent Non-Executive Director.

1. Mr. LI Ka Fa, David (Independent Non-Executive Director)

Mr. David Li, aged 66, was invited to the Board as an Independent Non-Executive Director in 2006. Mr. Li is the senior advisor of SHINEWING (HK) CPA Limited. He is a fellow of The Association of Chartered Certified Accountants, UK. Mr. Li is an independent non-executive director, the chairman of the audit committee and a member of the remuneration committee and the nomination committee of China-Hongkong Photo Products Holdings Limited and Goldlion Holdings Limited, an independent non-executive director, a member of the audit committee, the chairman of the remuneration committee and a member of the nomination committee of China Merchants Port Holdings Company Limited, an independent non-executive director and a member of the audit

− 7 −

APPENDIX I	PARTICULARS OF RETIRING DIRECTORS
	OFFERING FOR RE-ELECTION

committee and the remuneration committee of AVIC International Holding (HK) Limited, an independent non-executive director and the chairman of the audit committee of Shanghai Industrial Urban Development Group Limited and Wai Yuen Tong Medicine Holdings Limited, and an independent non-executive director, the chairman of the audit committee and the remuneration committee and a member of the nomination committee of CR Construction Group Holdings Limited, all of which companies are listed on the main board of the Stock Exchange. Save as disclosed herein, Mr. Li has not held any directorships in other listed public companies during the last three years.

Mr. Li's directorship with the Company is subject to retirement by rotation at least once every three years pursuant to the relevant provisions under the Articles of Association. Mr. Li does not have a service contract with the Group. He is entitled to normal Director's fee in the amount of HK$150,000 per annum in acting as a Director. Mr. Li is also entitled to normal fee in the amount of HK$150,000 per annum in acting as the chairman of the Audit Committee of the Company and normal fee in the amount of HK$50,000 per annum each in acting as a member of the Remuneration Committee and the Nomination Committee of the Company. The normal fees were determined based on the duties and responsibilities in respect of such respective officers and approved by the Board in accordance with the Articles of Association.

Mr. Li does not hold any interests in the securities of the Company within the meaning of Part XV of the SFO. He does not have any relationships with any Directors, senior management, or substantial or controlling shareholders of the Company.

Mr. Li has served on the Board as an Independent Non-Executive Director for more than nine years and, during such tenure, he has given independent guidance and advice to the Company. The Company has received from Mr. Li his annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules and considers that Mr. Li is independent.

Mr. Li holds more than seven listed company directorships. During his tenure in acting as an Independent Non-Executive Director of the Company and the chairman or member of the board committees of the Company (the "Board Committees"), Mr. Li has devoted significant time and efforts in attending to various business affairs of the Company that were brought to the attention, or which required the supervision, of the Board and/or the Board Committees, and with respect to which he has rendered valuable contributions. The Company considers that, having regard to his performance during his past tenure, he will be able to continue to contribute as a member of the Board and the Board Committees and will also be able to devoting sufficient time in performing his duties as an Independent Non-Executive Director of the Company in spite of his other listed company directorships.

There is no information that is required to be disclosed by Mr. Li pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders in relation to the re-election of Mr. Li.

− 8 −

APPENDIX II	EXPLANATORY STATEMENT ON
	REPURCHASE OF ORDINARY SHARES

This is the explanatory statement to provide requisite information to you for your consideration of the Repurchase Proposal, as required by the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange. The Ordinary Shares are listed on the Stock Exchange.

1. SHARE CAPITAL

As at the Latest Practicable Date, there were 5,892,497,800 Ordinary Shares in issue.

Subject to the passing of the Ordinary Resolution 4(A) as set out in the Notice of 2021 AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 589,249,780 Ordinary Shares, on the assumption that there will be no variation in the issued ordinary share capital of the Company during the period up to the date of the 2021 AGM. The aggregate number of Ordinary Shares which may be repurchased under the Repurchase Mandate will not exceed 10% of that of the Ordinary Shares in issue at the date of the 2021 AGM.

The Repurchase Mandate will be valid for the period from the date of passing the Ordinary Resolution 4(A) until whichever is the earliest of (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 is required by the Articles of Association or the Companies Law or any other applicable law of the Cayman Islands to be held; and (iii) the revocation or variation of the authority given under the Ordinary Resolution 4(A) by an ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Proposal is in the interests of the Company and its Shareholders. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per share or may otherwise be in the interests of the Company, and will only be made when the Directors believe that such purchases will benefit the Company and its Shareholders.

3. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company's funds legally available for such purpose in accordance with the Company's Memorandum and Articles of Association and the laws of Cayman Islands. Any shares repurchased under the Repurchase Mandate must be funded out of the capital paid up on the repurchased shares or the funds of the Company which would otherwise be available for dividend or distribution, or out of the proceeds of a fresh issue of shares. Any premium payable on the repurchase must be provided for out of the funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account.

It is not expected that there would be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the 2020 Annual Report) even if the proposed repurchases were to be carried out in full

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APPENDIX II	EXPLANATORY STATEMENT ON
	REPURCHASE OF ORDINARY SHARES

at any time during the proposed repurchase period. Nevertheless, 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.

4. SHARE PRICES

The highest and lowest prices at which the Ordinary Shares have traded on the Stock Exchange in each of the previous twelve months and in April 2021 (up to the Latest Practicable Date) were as follows:

	Ordinary Shares
	Highest	Lowest
	HK$	HK$
April 2020	1.070	0.910
May 2020	1.650	0.850
June 2020	1.670	1.160
July 2020	1.320	1.050
August 2020	3.000	1.010
September 2020	1.760	1.290
October 2020	1.600	1.300
November 2020	1.640	1.280
December 2020	1.580	1.350
January 2021	1.530	1.190
February 2021	1.350	1.200
March 2021	1.390	1.150
From 1st April, 2021 to the Latest Practicable Date	1.290	1.190

5. DISCLOSURE OF INTERESTS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates have any present intention to sell any Ordinary Shares to the Company under the Repurchase Proposal if the same is approved by the Shareholders. No other core connected persons of the Company have notified the Company that they have a present intention to sell Ordinary Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Ordinary Resolution 4(A) in accordance with the Listing Rules and the laws of the Cayman Islands.

As at the Latest Practicable Date, Paliburg, a listed subsidiary of Century (of which Mr. LO Yuk Sui is the chairman and controlling shareholder), held, through its subsidiaries, in aggregate approximately 71.18% shareholding interests in the issued ordinary share capital of the Company.

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APPENDIX II	EXPLANATORY STATEMENT ON
	REPURCHASE OF ORDINARY SHARES

In the event that the Repurchase Mandate granted to the Directors pursuant to the Repurchase Proposal were to be carried out in full, the shareholding interests of Paliburg, held through its subsidiaries, in the Company would increase to approximately 79.09% of the issued ordinary share capital of the Company, assuming there are no other changes in the capital structure of the Company. Pursuant to Rule 32.1 of the Takeovers Code, such resultant increase in shareholding interests would be treated as an acquisition of voting rights for the purpose of the Takeovers Code. Based on information known to date, the Directors are not aware of any consequences which may arise under the Takeovers Code even if the Repurchase Mandate were exercised in full. Nevertheless, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, trigger any potential consequences under the Takeovers Code.

Furthermore, the Directors have no intention to exercise the Repurchase Mandate to such extent as would cause the public float to fall below 25% or such other minimum percentage as prescribed by the Listing Rules from time to time.

6. SECURITIES PURCHASES MADE BY THE COMPANY

The Company has not purchased any of its Ordinary Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

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NOTICE OF 2021 AGM

(Stock Code: 120)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at the Regal Hongkong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Tuesday, 8th June,

2021 at 11:00 a.m. for the following purposes:

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and the Auditor for the year ended 31st December, 2020.
2. To elect Directors.
3. To appoint Auditor and authorise the Board of Directors to fix the Auditor's remuneration.
4. To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:
5. 1. "THAT:
   2. 1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase ordinary shares of HK$0.002 each in the capital of the Company ("Ordinary Shares"), subject to and in accordance with all applicable laws and the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;
      2. the aggregate number of Ordinary Shares which may be purchased by the Company pursuant to paragraph (a) above shall not exceed 10% of the aggregate number of the Ordinary Shares in issue at the date 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 earlier 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 is required by the Articles of Association of the Company or the Companies Law of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and
         3. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting."

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NOTICE OF 2021 AGM

1. "THAT the exercise by the Directors during the Relevant Period (as defined in Resolution 4(A) set out in the Notice of this Meeting) of all the powers of the Company to issue, allot and dispose of additional Ordinary Shares (including making and granting offers, agreements and options which would or might require Ordinary Shares to be issued, allotted or disposed of, whether during or after the end of the Relevant Period) be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to a rights issue where Ordinary Shares are offered to shareholders on a fixed record date in proportion to their then holdings of Ordinary Shares (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 any recognised regulatory body or any stock exchange in, any territory outside Hong Kong), the additional Ordinary Shares issued, allotted or disposed of (including Ordinary Shares agreed conditionally or unconditionally to be issued, allotted or disposed of, whether pursuant to an option or otherwise) shall not in aggregate exceed 20% of the aggregate number of the Ordinary Shares in issue at the date of this Resolution, and the said approval shall be limited accordingly."
2. "THAT the general mandate granted to the Directors under Resolution 4(B) above be and is hereby extended by the addition of an amount representing the aggregate number of Ordinary Shares purchased by the Company pursuant to the general mandate approved in Resolution 4(A) above."

By Order of the Board

Cosmopolitan International Holdings Limited

Eliza Lam Sau Fun

Secretary

Hong Kong, 29th April, 2021

Notes:

1. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company.
2. The proxy form must be deposited with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, (the "Share Registrar") at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.

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NOTICE OF 2021 AGM

1. For the purpose of ascertaining shareholders' entitlement to attend and vote at the Meeting, the Register of Ordinary Shareholders of the Company will be closed from Thursday, 3rd June, 2021 to Tuesday, 8th June, 2021, both days inclusive, during which period no transfers of Ordinary Shares will be effected. In order to be entitled to attend and vote at the Meeting, all transfers of Ordinary Shares and/or conversions of the convertible securities of the Company, duly accompanied by the relevant share certificates and/or the certificates of the convertible securities, together with, where appropriate, the relevant conversion notices, must be lodged with the Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Wednesday, 2nd June, 2021.
2. A circular of the Company containing further details relating to the re-election of Directors and an explanatory statement or information regarding Resolutions 4(A), 4(B) and 4(C) above will be sent to the Company's shareholders together with the 2020 Annual Report of the Company.
3. In the event that a typhoon signal no. 8 (or above) or a black rainstorm warning is in effect on the day of the Meeting, Shareholders are requested to call the Company's hotline at (852) 2894-7521 on that day to enquire about the arrangements of the Meeting.

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