Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

HUAXI HOLDINGS COMPANY LIMITED

華禧控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01689)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Huaxi Holdings Company Limited (the ''Company'') will be held at Room Unicorn and Phoenix, Basement 2, The Charterhouse Causeway Hotel, on Tuesday, 22 August 2017 at 11:30 a.m. to transact the following ordinary business::

Ordinary Business

  1. To receive and consider the audited financial statements of the Company for the year ended 31 March 2017 together with the reports of the directors of the Company (the ''Directors'') and auditors thereon;

  2. To declare a final dividend of HK6.00 cents per Share for the year ended 31 March 2017.

  3. (a) To re-elect Mr. Zheng Andy Yi Sheng as an executive Director.

    1. To re-elect Mr. Lau Kwok Hung as an independent non-executive Director.

    2. To authorize the board of Directors to fix the remuneration of the directors.

    3. To re-appoint PricewaterhouseCoopers as auditors to the Company and to authorize the board of directors of the Company to fix their remuneration.

      Special Business

      To consider and, if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions:

    4. ''THAT:

      1. subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing Securities of The Stock Exchange of Hong Kong Limited (the ''Listing Rules''), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with ordinary shares of HK$0.01 each in the capital of the Company (the ''Shares'') or to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

      2. the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

      3. the aggregate nominal amount of the Shares allotted, issued or dealt with, or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given under paragraph (a) of this resolution, otherwise than pursuant to:

        1. a Rights Issue (as hereinafter defined);

        2. the exercise of the subscription or conversion rights attaching to any warrants, bonds, notes or any other securities issued by the Company which are convertible into Shares;

        3. the exercise of options granted by the Company under any share option scheme or similar arrangement for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/ or any of its subsidiaries and/or other eligible person (if any) of Shares or rights to acquire Shares; or

        4. any scrip dividend or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the article of association of the Company

          shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly;

        5. subject to the passing of each of the paragraphs (a), (b) and (c) of this resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

        6. for the purpose of this resolution:

          ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:

          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 article association, or any applicable laws of the Cayman Islands to be held; or

          3. the revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders in general meeting;

            4. and

            ''Rights Issue'', means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (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).''

          4. ''THAT

            1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to repurchase issued Shares on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the securities of the Company 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 the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange (as amended from time to time), be and is hereby generally and unconditionally approved;

            2. the aggregate nominal amount of Shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution;

            3. subject to the passing of each of the paragraphs (a) and (b) of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

            4. for the purpose of this resolution:

              ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:

              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 article association of the Company or any applicable laws of the Cayman Islands to be held; or

              3. the revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders in general meeting.''

              4. ''THAT conditional upon the passing of resolutions no. 5 and no. 6 set out in the notice convening the AGM, the aggregate nominal amount of the number of Shares which are repurchased by the Company under the authority granted to the Directors as mentioned in the said resolution no. 6 shall be added to the aggregate nominal amount of share capital of the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval in the said resolution no. 5.''

                5. By order of the Board

                Huaxi Holdings Company Limited Zheng Andy Yi Sheng

                Chairman

                Hong Kong 25 July 2017

                Head office and Principal place of business in Hong Kong:

                Unit 1096-07 Cosco Tower 183 Queen's Road Central Central

                Hong Kong

                Registered office

                Clifton House

                P.O. Box 1350 75 Fort Street Grand Cayman KY1-1108 Cayman Islands

              Huaxi Holdings Company Ltd. published this content on 25 July 2017 and is solely responsible for the information contained herein.
              Distributed by Public, unedited and unaltered, on 25 July 2017 10:29:03 UTC.

              Original documenthttp://www.huaxihds.com.hk/ufiles/financial_report_en/114/E_ANN_2017-07-25_Notice_of_Meeting.pdf

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