Tycoon : PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS 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 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 Tycoon Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser, the 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.

Tycoon Group Holdings Limited

滿 貫 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3390)

PROPOSED GRANT OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Commons Workshop, 28/F, Sunshine Plaza, 353 Lockhart Road, Wan Chai, Hong Kong, on Tuesday, 25 May 2021 at 10 a.m. is set out on pages AGM-1 to AGM-5 of this circular. A form of proxy for use by the shareholders of the Company at the annual general meeting is sent to you with this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event by 10 a.m. on Sunday, 23 May 2021 or not less than 48 hours before the time appointed for holding of the adjourned Annual General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Annual General Meeting of the Company:

1. compulsory body temperature screening/checks;
2. compulsory wearing of surgical face mask;
3. maintaining a safe distance between seats;
4. where necessary, participants will be required to sit in different rooms or partitioned areas; and
5. no provision of refreshments or drinks, and no handing out of corporate gifts or gift coupons.

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the Annual General Meeting venue.

For the health and safety of Shareholders, the Company strongly encourages Shareholders to exercise their right to vote at the Annual General Meeting by appointing the Chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Annual General Meeting in person.

The Company will keep the evolving COVID-19 situation under review and may implement and/or announce additional measures before the date of the Annual General Meeting.

23 April 2021

			CONTENTS
				Page
DEFINITIONS	. .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandates to Repurchase and Issue Shares . . . . . . . . . . . . . . . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . .	5
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . .	5
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	EXPLANATORY STATEMENT ON
			THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . .	7
Appendix II	-	DETAILS OF THE RETIRING DIRECTORS
			PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

- i -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held
	at Commons Workshop, 28/F, Sunshine Plaza, 353
	Lockhart Road, Wan Chai, Hong Kong, on Tuesday, 25
	May 2021 at 10 a.m., the notice of which is set out on
	pages AGM-1 to AGM-5 of this circular
"Articles"	the articles of association of the Company, as amended
	from time to time
"Board"	the board of Directors
"Companies Act"	the Companies Act of the Cayman Islands
"Company"	Tycoon Group Holdings Limited （滿貫集團控股有限公
	司）, an exempted company incorporated in the Cayman
	Islands on 14 June 2017 with limited liability and the
	Shares of which are listed on the Main Board of the
	Stock Exchange
"Director(s)"	the director(s) of the Company
"Extension Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that any Shares
	repurchased under the Repurchase Mandate will be
	added to the total number of Shares which may be
	allotted and issued under the General Mandate
"General Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise all powers of the
	Company to allot, issue or otherwise deal with Shares
	up to a maximum of 20% of the aggregate number of
	issued Shares as at the date of passing the relevant
	resolution at the Annual General Meeting
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar(s), the lawful currency of Hong
	Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	15 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein

- 1 -

	DEFINITIONS
"Listing Date"	15 April 2020, being the date on which dealings in the
	Shares first commenced on the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended, supplemented or
	otherwise modified from time to time
"PRC"	the People's Republic of China, and for the purpose of
	this circular, excludes Hong Kong, Macau Special
	Administrative Region of the People's Republic of
	China and Taiwan
"Repurchase Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise all powers of the
	Company to repurchase Shares up to a maximum of
	10% of the total number of issued Shares as at the date
	of passing the relevant resolution at the Annual General
	Meeting
"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)"	the ordinary share(s) of HK$0.01 each in the capital of
	the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder"	has the meaning ascribed thereto in the Listing Rules
"Takeovers Code"	the Codes on Takeovers and Mergers and Share
	Buy-backs issued by the Securities and Futures
	Commission in Hong Kong, as amended, supplemented
	or otherwise modified from time to time
"%"	percent

- 2 -

LETTER FROM THE BOARD

Tycoon Group Holdings Limited

滿 貫 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3390)

Executive Director:	Registered Office:
Mr. Wong Ka Chun Michael (Chairman)	Cricket Square
	Hutchins Drive
Non-executive Directors:	P.O. Box 2681
Mr. Yao Qingqi	Grand Cayman, KY1-1111
Ms. Chong Yah Lien	Cayman Islands
Mr. Ng Wang Yu Gary
Ms. Li Ka Wa Helen	Principal place of business
	in Hong Kong:
Independent non-executive Directors:	Room 14, 8/F
Mr. Wong Yuk Woo Louis	Wah Wai Centre
Mr. Chung Siu Wah	38-40 Au Pui Wan Street
Ms. Chan Ka Lai Vanessa	Shatin, New Territories
	Hong Kong
	23 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES

TO REPURCHASE SHARES AND TO ISSUE SHARES

AND

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. At the Annual General Meeting, resolutions relating to, among other matters, (i) the grant of the Repurchase Mandate, the General Mandate and the Extension Mandate; and (ii) the proposed re-election of Directors, will be proposed.

- 3 -

LETTER FROM THE BOARD

2. GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

Pursuant to the written resolutions of the then Shareholders passed on 23 March 2020, the Directors have been granted general and unconditional mandates (i) to allot, issue and deal with Shares; and (ii) to repurchase Shares.

The above general mandates will expire at the conclusion of the Annual General Meeting. At the Annual General Meeting, the following resolutions, among other matters, will be proposed:

1. to grant the Repurchase Mandate to the Directors to exercise the power of the Company to repurchase the Shares of up to a maximum of 10% of the total number of Shares in issue as at the date of passing of such resolution;
2. to grant the General Mandate to the Directors to exercise the power of the Company to allot, issue and otherwise deal with the Shares of up to a maximum of 20% of the aggregate number of Shares in issue as at the date of passing of such resolution; and
3. to grant the Extension Mandate to the Directors to increase the aggregate number of Shares which may be allotted, issued and otherwise dealt with under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, the total number of Shares in issue were 800,000,000 Shares. Assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the Annual General Meeting, subject to the passing of the relevant resolutions, the maximum number of Shares to be issued under the proposed General Mandate is 160,000,000 Shares, and the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 80,000,000 Shares.

Each of the General Mandate and the Repurchase Mandate will expire at the earliest of: (a) at the end of the next annual general meeting of the Company following the Annual General Meeting; (b) at the end of the period within which the Company is required by law or the Articles to hold its next annual general meeting; or (c) when varied or revoked by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

- 4 -

LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

As at the Latest Practicable Date, the Board comprises one executive Director, namely Mr. Wong Ka Chun Michael; four non-executive Directors, namely Mr. Yao Qingqi, Ms. Chong Yah Lien, Mr. Ng Wang Yu Gary and Ms. Li Ka Wa Helen; and three independent non-executive Directors, namely Mr. Wong Yuk Woo Louis, Mr. Chung Siu Wah and Ms. Chan Ka Lai Vanessa.

In accordance with 84(1) and 84(2) of the Articles, each of Mr. Wong Ka Chun Michael, Mr. Yao Qingqi and Ms. Chong Yah Lien will retire from the office of Director by rotation and each of them, being eligible, will offer himself/herself for re-election at the Annual General Meeting.

Particulars of Mr. Wong Ka Chun Michael, Mr. Yao Qingqi and Ms. Chong Yah Lien are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages AGM-1 to AGM-5 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules and the Articles, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. As such, all resolutions set out in the notice of Annual General Meeting will be voted on by way of poll.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited and the Company. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event by 10 a.m. on Sunday, 23 May 2021 or not less than 48 hours before the time appointed for holding of the adjourned Annual General Meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or the adjourned thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

Closure of register of members

To ascertain the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Thursday, 20 May 2021 to Tuesday, 25 May 2021, both days inclusive, during which period no transfer of shares of the Company will be registered.

- 5 -

LETTER FROM THE BOARD

In order to qualify for the entitlement to attend and vote at the AGM, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Tuesday, 18 May 2021 (Hong Kong time).

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

6. RECOMMENDATION

The Directors consider that (i) the grant of the Repurchase Mandate, the General Mandate and the Extension Mandate; and (ii) the re-election of the retiring Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions set out in the notice of the Annual General Meeting.

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully

On behalf of the Board

Tycoon Group Holdings Limited

Wong Ka Chun Michael

Chairman, Executive Director and Chief Executive Officer

- 6 -

APPENDIX I	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the grant of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 800,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the grant of the Repurchase Mandate and on the basis that there is no change in the number of issued Shares from the Latest Practicable Date to the date of the Annual General Meeting, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 80,000,000 Shares, representing 10% of the total number of issued Shares as at the date of the Annual General Meeting.

2. REASONS FOR REPURCHASES

The Directors believe that the grant of the Repurchase Mandate is in the best interests of the Company and the Shareholders.

Repurchase of Shares may, depending on the market conditions and funding arrangements at the time, result in an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

The Company is empowered by Articles to purchase its Shares. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles, the laws of the Cayman Islands, the Listing Rules and/or any other applicable laws, as the case may be.

The Companies Act provides that the amount of capital repaid in connection with the securities repurchase must have been provided for out of the profits of the Company and/or out of the proceeds of a fresh issue of the securities made for the purpose of the repurchase to such an extent allowable under the Companies Act.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate

- 7 -

APPENDIX I	EXPLANATORY STATEMENT ON
	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.

5. TAKEOVERS CODE

If a Shareholder's proportionate interest in the voting rights of the Company increases when the Company exercises its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following parties had an interest in the Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register kept by the Company under Section 336 of the SFO (disregarding, for this purpose, the short positions of the relevant parties) and whose interests are 10% or more:

					Approximate
			Approximate	percentage to the
			percentage to the	issued share capital
			issued share capital	of the Company if
			of the Company as	the Repurchase
	Number of	at the Latest	Mandate is
Name of Shareholder	shares held	Practicable Date (1)	exercised in full (1)
Tycoon Empire Investment	448,096,326	(L)	56.01%	(L)	62.24%	(L)
Limited (2), (3)
Wong Ka Chun Michael (2), (3)	448,096,326	(L)	56.01%	(L)	62.24%	(L)
Ngai Sze Kei (2), (3)	448,096,326	(L)	56.01%	(L)	62.24%	(L)
China Resources	351,895,000	(L)	43.99%	(L)	48.87%	(L)
Pharmaceutical Retail Group
Limited ("CRPRGL")(4)
China Resources	351,895,000	(L)	43.99%	(L)	48.87%	(L)
Pharmaceutical Group
Limited (4)
CRH (Pharmaceutical)	351,895,000	(L)	43.99%	(L)	48.87%	(L)
Limited (4)
China Resources (Holdings)	351,895,000	(L)	43.99%	(L)	48.87%	(L)
Company Limited (4)
CRC Bluesky Limited (4)	351,895,000	(L)	43.99%	(L)	48.87%	(L)
China Resources Inc. (4)	351,895,000	(L)	43.99%	(L)	48.87%	(L)
China Resources Company	351,895,000	(L)	43.99%	(L)	48.87%	(L)
Limited (4)

- 8 -

APPENDIX I	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATE

Notes:

1. The letter "L" denotes the person's long position in such Shares.
2. 200,000,000 Shares are charged by Tycoon Empire Investment Limited in favour of CRPRGL as security for the performance by Tycoon Empire Investment Limited and Mr. Wong Ka Chun Michael of their obligations under the shareholders agreement dated 19 February 2019 entered into among Tycoon Empire Investment Limited, Mr. Wong Ka Chun Michael, CRPRGL and the Company.
3. The 448,096,326 Shares and the short position in the 200,000,000 Shares are registered in the name of Tycoon Empire Investment Limited, a company wholly owned by Mr. Wong Ka Chun Michael. By virtue of the provisions of Part XV of the SFO, Mr. Wong Ka Chun Michael is deemed to be interested in all the Shares held by Tycoon Empire Investment Limited. Ms. Ngai Sze Kei is the spouse of Mr. Wong Ka Chun Michael. By virtue of the provisions in Part XV of the SFO, Ms. Ngai Sze Kei is deemed to be interested in all the Shares which Mr. Wong Ka Chun Michael is interested in or is deemed to be interested in.
4. These interests in Shares comprise the 151,895,000 Shares held by CRPRGL and the 200,000,000 Shares under a share charge in favour of CRPRGL (see note 2 above). CRPRGL is a company wholly owned by China Resources Pharmaceutical Group Limited (Stock Exchange stock code: 3320). Based on the notices of disclosure of interests dated 21 November 2016 of CRH (Pharmaceutical) Limited, China Resources (Holdings) Company Limited, CRC Bluesky Limited, China Resources Inc. (formerly known as China Resources Co., Limited) and China Resources Company Limited (formerly known as China Resources National Corporation) filed with the Stock Exchange in relation to China Resources Pharmaceutical Group Limited, China Resources Pharmaceutical Group Limited is owned as to approximately 53.04% by CRH (Pharmaceutical) Limited, a wholly-owned subsidiary of China Resources (Holdings) Company Limited, which is wholly owned by CRC Bluesky Limited, which in turn is wholly owned by China Resources Inc., which in turn is wholly owned by China Resources Company Limited. By virtue of the provisions of Part XV of the SFO, each of China Resources Pharmaceutical Group Limited, CRH (Pharmaceutical) Limited, China Resources (Holdings) Company Limited, CRC Bluesky Limited, China Resources Inc. and China Resources Company Limited is deemed to be interested in all the Shares held by CRPRGL (collectively, "China Resources Group"). The 151,895,000 Shares beneficially owned by CRPRGL represented approximately 18.99% of the voting rights of the Company as at the Latest Practicable Date. Upon the exercise of the Repurchase Mandate in full, such Shares will represent approximately 21.10% of the voting rights of the Company.

In the event the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the interests of the above substantial shareholders of the Company would be increased to approximately the percentages shown in the last column of the above table.

On the above basis, the Directors are not aware of any Shareholder who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any repurchases of Shares pursuant to the Repurchase Mandate.

The Directors also have no intention to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT ON
	THE REPURCHASE MANDATE

6. GENERAL

To the best of their knowledge after having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the grant of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the grant of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which such Shares have traded on the Stock Exchange from the Listing Date up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
April (since the Listing Date)	1.330	0.850
May	1.150	0.880
June	1.280	1.020
July	1.240	1.000
August	1.140	0.900
September	1.220	0.920
October	1.500	1.180
November	1.440	1.300
December	1.670	1.350
2021
January	1.730	1.450
February	1.850	1.490
March	1.700	1.420
April (up to the Latest Practicable Date)	1.860	1.550

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of the Shares has been made by the Company in the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

- 10 -

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

Pursuant to the Listing Rules, the details of the Directors who will retire at the Annual General Meeting according to the Articles and will be proposed to be re-elected at the same meeting are provided below.

Executive Director

1. MR. WONG KA CHUN MICHAEL

Mr. Wong Ka Chun Michael（王嘉俊）("Mr. Wong"), aged 45, was appointed as a Director on 14 June 2017 and became the chairman of the Board and executive Director on 8 October 2018. Mr. Wong is also the chief executive officer of the Group and the chairman of the Corporate Governance Committee. Mr. Wong is the founder of the Group and has been in charge of the overall business strategies, planning, management and operational development of the Group. Mr. Wong is also a director of various subsidiaries of the Company.

Mr. Wong has over 20 years of experience in the healthcare and personal care products industry. Prior to founding the Group, from April 1999 to June 2014, Mr. Wong worked as a sales and marketing manager at Hengan Pharmacare, a subsidiary of Hengan International Group Company Limited (listed on the Main Board of the Stock Exchange with stock code: 1044), a company principally engaged in the manufacturing, distribution and sale of personal care products. Mr. Wong was responsible for analysing the industry trend and developing a strategy to market products.

Mr. Wong obtained a Bachelor of Science degree in Business Administration from the University of Southern California, the United States, in December 1998. In September 2018, Mr. Wong was appointed as an honourary president and vice chief supervisor of the Hong Kong Medicine Dealers' Guild.

Mr. Wong entered into a letter of appointment with the Company on 19 July 2019 as the executive Director for a fixed term of three years, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. Under the letter of appointment, Mr. Wong is entitled to receive an annual director's fee of HK$120,000 and a discretionary bonus, which is determined by the Board having regard to the recommendation of the remuneration committee of the Company and with reference to his duties, responsibilities, the Company's remuneration policy and the prevailing market conditions. In addition, Mr. Wong also entered into an employment contract with Tycoon Asia Pacific Group Limited ("Tycoon Hong Kong"), a wholly-owned subsidiary of the Company on 1 December 2015 with effect from 1 January 2016. Under such employment contract, the monthly salary of Mr. Wong is HK$50,000 per month and he is also entitled to receive a year end payment which is equivalent to one month's salary and a discretionary bonus which is determined by the board of directors of Tycoon Hong Kong with reference to the results, profits and anticipated profits of Tycoon Hong Kong and his performance.

As at the Latest Practicable Date, Mr. Wong had interest of 448,096,326 Shares in long position and 200,000,000 Shares in short position within the meaning of Part XV of the SFO.

- 11 -

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

Save as disclosed above, as at the Latest Practicable Date, Mr. Wong (i) did not hold any other position with the Company and other members of the Group; (ii) did not hold any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (iii) did not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed above, there is no other information in relation to Mr. Wong required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there other matters concerning Mr. Wong that need to be brought to the attention of the Shareholders.

Non-executive Directors

2. MR. YAO QINGQI

Mr. Yao Qingqi（姚青琪）("Mr. Yao"), aged 53, was appointed as a Director on 19 February 2019 and designated as a non-executive Director on 19 July 2019. He is primarily responsible for participating in formulating the corporate and business strategies of the Company.

Mr. Yao has over 20 years of experience in business management. Mr. Yao joined China Resources group which comprises member companies of China Resources Company Limited, a state-owned enterprise of the PRC, since 1993 and is currently the general manager and a director of CR Care Company Limited, a company principally providing health care services and products, and a director of China Resources Pharmaceutical Retail Group Limited, each of which is a wholly-owned subsidiary of China Resources Pharmaceutical Group Limited（華潤醫藥集團有限公司）("CR Pharmaceutical", listed on the Main Board of the Stock Exchange with stock code: 3320) which is a member of China Resources Group.

Mr. Yao obtained a Bachelor of Economics in Business Economics from Yangzhou Teachers' College*（揚州師範學院）(now known as Yangzhou University) in June 1990 and a Master of Economics in Business Economics from Beijing Business School*（北京商學院） (now known as Beijing Technology and Business University) in June 1993.

Mr. Yao entered into a letter of appointment with the Company on 19 July 2019 for a fixed term of three years, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. Under the letter of appointment, Mr. Yao is entitled to receive an annual director's fee of HK$120,000, which is determined with reference to his duties, responsibilities, the Company's remuneration policy and the prevailing market conditions. Mr. Yao has agreed to waive his director's fee until his resignation as a non-executive Director.

• For identification purposes only

- 12 -

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

Save as disclosed above, as at the Latest Practicable Date, Mr. Yao (i) did not hold any other position with the Company and other members of the Group; (ii) did not hold any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) did not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iv) did not have any interests in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information in relation to Mr. Yao required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there other matters concerning Mr. Yao that need to be brought to the attention of the Shareholders.

3. MS. CHONG YAH LIEN

Ms. Chong Yah Lien（張雅蓮）("Ms. Chong"), aged 49, was appointed as a Director on 19 February 2019 and designated as a non-executive Director on 19 July 2019. She is primarily responsible for participating in formulating the corporate and business strategies of the Company.

Ms. Chong has over 20 years of experience in auditing, accounting and financial management with international accounting firm and state-owned enterprise of the PRC. Ms. Chong joined China Resources group which comprises member companies of China Resources Company Limited, a state-owned enterprise of the PRC, since 1999 and is currently the deputy general manager of the Financial Administration Department of China Resources Pharmaceutical Group Limited (listed on the Main Board of the Stock Exchange with stock code: 3320), which is a member of China Resources Group. Ms. Chong is also a director of China Resources Pharmaceutical Trading (HK) Limited, CR Care Company Limited, Beijing Pharmaceutical Investment and Management (HK) Limited, Beijing Pharmaceutical Investment and Management (BVI) Limited, China Resources Pharmaceutical Retail Group Limited, each of which is a wholly-owned subsidiary of CR Pharmaceutical.

Ms. Chong obtained a degree of Bachelor of Business majoring in accounting from Edith Cowan University, Australia in February 1993 and a degree of Master of Business Administration from Deakin University, Australia in September 2003. Ms. Chong is a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of CPA Australia.

Ms. Chong entered into a letter of appointment with the Company on 19 July 2019 for a fixed term of three years, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. Under the letter of appointment, Ms. Chong is entitled to receive an annual director's fee of HK$120,000, which is determined with reference to her duties, responsibilities, the Company's remuneration policy and the prevailing market conditions.

- 13 -

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED FOR RE-ELECTION

Save as disclosed above, as at the Latest Practicable Date, Ms. Chong (i) did not hold any other position with the Company and other members of the Group; (ii) did not hold any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) did not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iv) did not have any interests in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information in relation to Ms. Chong required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor are there other matters concerning Ms. Chong that need to be brought to the attention of the Shareholders.

- 14 -

NOTICE OF ANNUAL GENERAL MEETING

Tycoon Group Holdings Limited

滿 貫 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3390)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting ("Meeting") of Tycoon Group Holdings Limited ("Company") will be held at Commons Workshop, 28/F, Sunshine Plaza, 353 Lockhart Road, Wan Chai, Hong Kong on Tuesday, 25 May 2021 at 10 a.m. for the following purposes:

1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors ("Directors", each a "Director") and the auditor of the Company for the year ended 31 December 2020.
2. (a) To re-elect Mr. Wong Ka Chun Michael as an executive Director.
3. 1. To re-elect Mr. Yao Qingqi as a non-executive Director.
   2. To re-elect Ms. Chong Yah Lien as a non-executive Director.
   3. To authorise the board ("Board") of Directors to fix the respective Directors' remuneration.
4. To re-appoint Ernst & Young as the auditor of the Company and to authorise the Board to fix their remuneration.
5. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   "THAT:
6. 1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares ("Shares") in the capital of the Company on The Stock Exchange of Hong Kong Limited ("Stock Exchange"), or any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock

- AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING

Exchange, the applicable laws of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

1. the total number of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued Shares as at the date of passing of this resolution and the said approval shall be limited accordingly;
2. if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (b) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (b) above as a percentage of the total number of issued Shares at the time immediately before and after such consolidation or subdivision shall be the same; and
3. for the purpose of this resolution,
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held."

5. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with the additional Shares in the capital of the Company and to make or grant offers, agreements or options, including warrants to subscribe for 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) above shall authorise the Directors to make or grant offers, agreements or options, including warrants to subscribe for Shares, during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

- AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate number of Shares 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 paragraph (a) above, otherwise than pursuant to:
2. 1. a Rights Issue (as defined below);
   2. the exercise of any options granted under a share option scheme of the Company;
   3. any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association the Company and other relevant regulations in force from time to time; or
   4. 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;

1. if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (c) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same; and
2. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.

- AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of Shares, or offer on issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such 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 applicable to the Company)."

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions numbered 4 and 5 above, the unconditional general mandate referred to in the resolution numbered 5 above be and is hereby extended by the addition to the aggregate number of Shares which may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to such general mandate of the aggregate number of Shares repurchased by the Company pursuant to the mandate granted under the resolution numbered 4 above, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of Shares after the date of passing of this resolution)."

On behalf of the Board

Tycoon Group Holdings Limited

Wong Ka Chun Michael

Chairman, Executive Director and Chief Executive Officer

Hong Kong, 23 April 2021

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Rules Governing the Listing of Securities on the Stock Exchange.
2. Any shareholder of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the shareholder to speak at the Meeting. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and to attend and vote in his stead at the Meeting.
3. 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 was solely entitled to vote, but if more than one of such joint holders are present at the Meeting, the most senior holder shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by reference to the order in which the names stand in the register of members of the Company.

- AGM-4 -

NOTICE OF ANNUAL GENERAL MEETING

1. In order to be valid, the form of proxy must be duly completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney or authority, at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited of Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by 10 a.m. on Sunday, 23 May 2021 or not less than 48 hours before the time appointed for holding of the adjourned Meeting (as the case may be). Completion and delivery of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting or any adjournment thereof should such shareholder so wishes, and in such event, the instrument appointing a proxy previously submitted shall be deemed revoked.
2. For the purposes of determining eligibility of the shareholders of the Company to attend and vote at the Meeting the register of members of the Company will be closed. Details of such closure are set out below:

Latest time to lodge transfer documents for registration . . . . . . . . . . . . .	. . 4:30	p.m. on 18	May 2021
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . .	20 May	2021 to 25	May 2021
		(both days inclusive)
Record date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . .	. . . . . 25	May 2021

During the above closure period, no transfer of shares will be registered. To be eligible to attend and vote at the Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited of Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than the aforementioned latest time.

6. If a tropical cyclone warning signal number 8 or above, or a "black" rainstorm warning is in force in Hong Kong at any time after 7:00 a.m. on the date of the Meeting, the Meeting will be automatically postponed to a later date. When the date, time and location of the rescheduled meeting has been fixed, the Company will post a further announcement on the websites of the Stock Exchange and the Company to notify shareholders of the Company of the date, time and location of the rescheduled meeting.

As at the date of this notice, the Board comprises one executive Director, namely Mr. Wong Ka Chun Michael; four non-executive Directors, namely Mr. Yao Qingqi, Ms. Chong Yah Lien, Mr. Ng Wang Yu Gary and Ms. Li Ka Wa Helen; and three independent non-executive Directors, namely Mr. Wong Yuk Woo Louis, Mr. Chung Siu Wah and Ms. Chan Ka Lai Vanessa.

- AGM-5 -