Fu Shou Yuan International : PROPOSALS FOR(1)GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES,(2)RE-ELECTION OF RETIRING DIRECTORS,(3)DECLARATION OF FINAL DIVIDEND AND(4)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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Fu Shou Yuan International Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

Fu Shou Yuan International Group Limited ၅ྪ෤਷ყණྠϞࠢʮ̡

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1448)

PROPOSALS FOR

(1) GRANTING OF GENERAL MANDATES TO ISSUE NEW

SHARES AND TO REPURCHASE SHARES,

(2) RE-ELECTION OF RETIRING DIRECTORS,

(3) DECLARATION OF FINAL DIVIDEND

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Fu Shou Yuan International Group Limited to be held at 2:00 p.m. on Wednesday, 25 May 2022 at the meeting room of Fu Yuan Resort, No. 99, Lane 7270 Wai Qingsong Road, Qingpu District, Shanghai, PRC is set out on pages 17 to 23 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.fsygroup.com), respectively. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting or any adjournment thereof if they so wish.

Complimentary shuttle vehicles service to and from the above meeting venue will be provided on Wednesday, 25 May 2022 to Shareholders as follows: (i) shuttle vehicles will be departing Charity Plaza Shanghai, No. 88 Cao Xi Road North, Xuhui District, Shanghai, PRC at 1:00 p.m. for Fu Yuan Resort; (ii) after the conclusion of the meeting, the Company will arrange the Shareholders to visit the Group's Shanghai Fu Shou Yuan Humanism Memorial Museum in Qingpu District and after the visit, shuttle vehicles will be departing from Fu Yuan Resort for Charity Plaza Shanghai; and (iii) Shareholders who do not wish to attend the visit may take the shuttle vehicles departing from Fu Yuan Resort for Charity Plaza Shanghai after the conclusion of the meeting. The complimentary shuttle vehicles will be departing on time and late comers will not be entertained.

Any investors who have invested in the shares of the Company through Shenzhen Connect (Shenzhen-Hong Kong Stock Connect) and who would like to attend the Annual General Meeting may contact the Company by calling (86) 21 54255151 to enquire the relevant arrangements.

25 April 2022

CONTENTS
Page
Definitions .........................................................................	1
Letter from the Board ..............................................................	4
Appendix I - Details of Directors Proposed for Re-election ......................	10
14
17

Appendix II - Explanatory Statement ............................................

Notice of Annual General Meeting ..................................................

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

''Annual General	the annual general meeting of the Company to be held at 2:00
Meeting'' or ''AGM''	p.m. on Wednesday, 25 May 2022 at the meeting room of Fu
Yuan Resort, No. 99, Lane 7270 Wai Qingsong Road, Qingpu
District, Shanghai, PRC or any adjournment thereof, the notice
of which is set out on pages 17 to 23 of this circular
''Articles of	the articles of association of the Company, conditionally adopted
Association''	on 3 December 2013 and as amended from time to time
''Board''	the board of Directors
''BVI''	the British Virgin Islands
''Cayman Companies	the Companies Act of the Cayman Islands, Cap. 22 (Law 3 of
Act''	1961) as amended, supplemented or otherwise modified from
time to time
''Chongqing Anle	Chongqing Anle Funeral Services Co., Ltd.* (重慶安樂殯儀服務
Funeral Services''	有限公司), a limited company established under the laws of the
PRC on 23 January 2003 and a wholly-owned subsidiary of the
Company
''Chongqing Anle	Chongqing Anle Services Co., Ltd.* (重慶安樂服務有限公司 ),a
Services''	limited company established under the laws of the PRC on 11
September 1997 and a wholly-owned subsidiary of the Company
''Chongqing FSY	Chongqing Fu Shou Yuan Group Co., Ltd.* (重慶福壽園集團有
Group''	限公司), formerly known as Chongqing Fu Shou Yuan Industrial
Co., Ltd.* (重慶福壽園實業有限公司), a company established in
the PRC on January 18, 2011. It is an indirect wholly-owned
subsidiary of the Company
''Company''	Fu Shou Yuan International Group Limited, a company
incorporated in the Cayman Islands on 5 January 2012 as an
exempted company with limited liability, whose Shares are listed
on the Main Board of the Stock Exchange
''Director(s)''	the director(s) of the Company
''Group''	the Company and its subsidiaries
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
-1-

''Hongfu''

Shanghai Hongfu Investment Development Co., Ltd.* (上海鴻福 投資發展有限公司), a limited liability company established in the PRC on 28 November, 2000 and owned as to 50% by NGO 1 and 50% by NGO 2, one of the Company's Shareholders

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC

''Latest Practicable

Date''

14 April 2022, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock Exchange

''NGO 1''

Shanghai Zhongmin Elderly Affairs Development Service Centre* (上海中民老齡事業開發服務中心 ), a private non-enterprise unit (民辦非企業單位) established in the PRC on 26 July 2013 and administered by Shanghai Administration of Civil Affairs with an objective of furthering social welfare benefits, with an emphasis on facility developments, and one of the Company's indirect Shareholders

''NGO 2''

Shanghai Zhongmin Elderly Affairs Consultancy Service Centre* (上海中民老齡事業諮詢服務中心), a private non-enterprise unit (民辦非企業單位) established in the PRC on 26 July 2013 and administered by Shanghai Qingpu Administration of Civil Affairs with an objective of furthering social welfare benefits, with an emphasis on advisory services, and one of the Company's indirect Shareholders

''Nomination

the nomination committee of the Company

Committee''

''Perfect Score''

Perfect Score Group Limited, a limited liability company incorporated in BVI on 18 June 2015, one of the Company's Shareholders and an indirect wholly-owned subsidiary of Zhongfu

''PRC''

the People's Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan region

''Proposed 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 not exceeding 20% of the number of issued shares of the Company as at the date of passing the relevant resolution granting the Proposed Issue Mandate

DEFINITIONS
''Proposed Repurchase	a general and unconditional mandate proposed to be granted to
Mandate''	the Directors to repurchase Shares not exceeding 10% of the
number of issued shares of the Company as at the date of passing
of the relevant resolution granting the Proposed Repurchase
Mandate
''Remuneration	the remuneration committee of the Company
Committee''
''RMB''	Renminbi yuan, the lawful currency of the PRC
''Securities and Futures	the Securities and Futures Ordinance (Chapter 571 of the Laws
Ordinance''	of Hong Kong), as amended, supplemented or otherwise
modified from time to time
''Shanghai Fu Shou	Shanghai Fu Shou Yuan Industry Group Co., Ltd.* (上海福壽園
Yuan''	實業集團有限公司), formerly known as Shanghai Fu Shou Yuan
Industry Development Co., Ltd.* (上海福壽園實業發展有限公
司), a company established in the PRC on 21 February 1994. It is
an indirect wholly-owned subsidiary of the Company
''Share(s)''	ordinary share(s) of nominal value of US$0.01 each in the capital
of the Company
''Shareholder(s)''	the holder(s) of the Share(s)
''Share Option Scheme''	the share option scheme adopted by the Company on 3
December 2013 and the details of which are disclosed in the
Company's prospectus dated 9 December 2013
''Stock Exchange'' or	The Stock Exchange of Hong Kong Limited
''SEHK''
''Takeovers Code''	the Code on Takeovers and Mergers, as amended, supplemented
or otherwise modified from time to time
''US$''	United States dollars, the lawful currency of the United States of
America
''Zhongfu''	China Zhongfu Industrial Group Limited* (中國中福實業集團有
限公司), a limited liability company established in the PRC on 15
July 1985 and directly wholly-owned by Hongfu, and one of our
substantial Shareholders
''%''	per cent

* Denotes English translation of the name of a Chinese company or entity or vice versa and is provided for identification purposes only.