Winshine Science : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,RE-ELECTION OF 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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Winshine Science Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee, or to the stockbroker, other registered dealer in securities, the bank 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

WINSHINE SCIENCE COMPANY LIMITED

瀛 晟 科 學 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 209)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Winshine Science Company Limited to be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 4 December 2019 at 9:30 a.m. is set out on pages 16 to 20 of this circular. Whether or not you are able to attend and vote at the annual general meeting, you are requested to read the notice and to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the annual general meeting or any adjourned meeting thereof. 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 adjourned meeting thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

4 November 2019

• For identification purpose only

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II - DETAILS OF THE RETIRING DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . .	9
AGM NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at Plaza
	1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road,
	Wanchai, Hong Kong on Wednesday, 4 December 2019 at 9:30
	a.m. (or any adjourned meeting thereof) for the purpose of
	considering, if thought fit, approving the resolutions proposed in
	the AGM Notice
"AGM Notice"	the notice convening the AGM as set out on pages 16 to 20 of this
	circular
"Board"	the Board of Directors of the Company
"Business Day"	any day (excluding a Saturday and Sunday or public holiday in
	Hong Kong) on which banks in Hong Kong are generally open for
	business
"Bye-laws"	the Bye-laws of the Company
"Company"	Winshine Science Company Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed on
	the main board of the Stock Exchange
"Directors"	the directors of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China
"Issue Mandate"	a general mandate proposed to be granted to the Directors at the
	AGM to allot, issue and deal with authorised and unissued Shares
	up to 20% of the aggregate nominal amount of the issued share
	capital of the Company as at the date of passing of the relevant
	resolution approving the mandate
"Latest Practicable Date"	30 October 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in the circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	the People's Republic of China, for the purpose of this circular,
	excluding Hong Kong, Macau and Taiwan

1

	DEFINITIONS
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors at the
	AGM to repurchase Shares not exceeding 10% of the aggregate
	nominal amount of the issued share capital of the Company as at
	the date of passing of the relevant resolution approving the
	mandate
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.10 each in the issued capital of the
	Company or, if there has been any subsequent sub-division,
	reduction, consolidation, reclassification or reconstruction of the
	share capital of the Company, the shares in the ordinary share
	capital of the Company resulting from such any sub-division,
	reduction, consolidation, reclassification or reconstruction from
	time to time
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.

2

LETTER FROM THE BOARD

WINSHINE SCIENCE COMPANY LIMITED

瀛 晟 科 學 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 209)

Executive Directors:	Registered Office:
Mr. Zhao Deyong (Chairman)	Clarendon House
Mr. Liu Michael Xiao Ming (Chief Executive Officer)	2 Church Street
Mr. Luo Lianjun	Hamilton HM 11
	Bermuda
Non-executive Director:
Mr. Lin Shaopeng	Head Office and Principal Place of
	Business in Hong Kong:
Independent Non-executive Directors:	Rooms 2202-2203, 22/F.
Mr. Kwok Kim Hung Eddie	Harbour Centre
Mr. Ng Wai Hung	25 Harbour Road
Ms. Shi Xiaolei	Wanchai
	Hong Kong
	4 November 2019
To the Shareholders,
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for the approval of (a) the granting to the Directors of the Issue Mandate; (b) the granting to the Directors of the Repurchase Mandate; (c) the extension of the Issue Mandate by adding to it the aggregate number of Shares repurchased under the Repurchase Mandate; and (d) the re-election of Directors.

• For identification purpose only

3

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the AGM, ordinary resolutions will be proposed to grant to the Directors the Issue Mandate and the Repurchase Mandate. Conditional upon the above resolutions being passed, a separate resolution will be proposed to extend the Issue Mandate by adding to it the aggregate number of Shares repurchased under the Repurchase Mandate. Details of these resolutions are contained in the AGM Notice.

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,661,864,729 Shares. Assuming that there is no change in the issued share capital of the Company during the period between the Latest Practicable Date and the date of the AGM, the maximum number of Shares which may be issued pursuant to the Issue Mandate on the date of passing the resolution approving the Issue Mandate will be 732,372,945 Shares and the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate on the date of the AGM will be 366,186,472 Shares.

In accordance with the requirements of the Listing Rules, the Company is required to send to 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.

3. RE-ELECTION OF DIRECTORS

The Board currently consists of seven Directors, namely Mr. Zhao Deyong, Mr. Liu Michael Xiao Ming, Mr. Luo Lianjun, Mr. Lin Shaopeng, Mr. Kwok Kim Hung Eddie, Mr. Ng Wai Hung and Ms. Shi Xiaolei.

Pursuant to bye-law 87 of the Bye-laws of the Company, Mr. Liu Michael Xiao Ming, Mr. Luo Lianjun and Mr. Lin Shaopeng will retire by rotation at the AGM and the retiring Directors, being eligible offer themselves for re-election at the AGM.

Pursuant to bye-law 86(2)(b) of the Bye-laws of the Company, Mr. Zhao Deyong, Mr. Kwok Kim Hung Eddie, Mr. Ng Wai Hung and Ms. Shi Xiaolei, being Directors appointed by the Board, shall hold office until the AGM and shall be eligible for re-election at the AGM. Accordingly, the retiring Directors will retire at the AGM, and being eligible offer themselves for re-election at the AGM.

Biographical details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

4. VOTING AT THE AGM

For the purpose of compliance with Rule 13.39(4) of the Listing Rules, the Company will procure the Chairman of the AGM to demand for a poll for the ordinary resolutions put to the vote of the AGM in accordance with the Bye-laws. No shareholder is required to abstain from voting on the ordinary resolutions to be proposed at the AGM.

4

LETTER FROM THE BOARD

5. ACTION TO BE TAKEN

The AGM Notice is set out on pages 16 to 20 of this circular. A form of proxy for use at the AGM is also enclosed. Whether or not you are able to attend and vote at the AGM, you are requested to read the notice and to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the AGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

6. RECOMMENDATION

The Directors consider that the proposed resolutions referred to in this circular and the AGM Notice are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions set out in the AGM Notice.

7. 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.

8. ADDITIONAL INFORMATION

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

Yours faithfully,

On behalf of the Board

Zhao Deyong

Executive Director

5

APPENDIX I	EXPLANATORY STATEMENT

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

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,661,864,729 Shares. Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased from the Latest Practicable Date up to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 366,186,472 Shares, representing 10% of the issued shares of the Company as at the date of the AGM.

2. SOURCE OF FUNDS

In repurchasing Shares, the Company may only apply funds legally available for the purpose and in accordance with the Company's constitutive documents and the laws of the jurisdiction in which the Company is incorporated or otherwise established. Bermuda laws provide that funds used for a share repurchase may only be paid out of the capital paid up on the relevant shares, or the funds of the Company that would otherwise be available for dividend or distribution, or the proceeds of a fresh issue of shares made for the purpose. The amount of premium, if any, payable on a repurchase may only be paid out of either the funds of the Company that would otherwise be available for dividend or distribution or out of the share premium account of the Company before the shares are repurchased.

3. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on the market conditions, and funding arrangements at the time, lead to an enhancement of the net asset value of the Company 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 as a whole.

4. IMPACT OF REPURCHASES

There might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the consolidated financial position of the Company as at 31 December 2018, being the date to which the latest published audited financial statements of the Company) in the event that the Repurchase Mandate is exercised in full. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6

APPENDIX I	EXPLANATORY STATEMENT

5. SHARES PRICES

The highest and lowest prices at which the shares of the Company have been traded on the Stock Exchange in each of the last twelve months before the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2018
October	0.071	0.051
November	0.072	0.051
December	0.090	0.047
2019
January	0.050	0.033
February	0.055	0.035
March	0.067	0.020
April (trading suspended)	-	-
May (trading suspended)	-	-
June (trading suspended)	-	-
July (trading suspended)	-	-
August (trading suspended)	-	-
September (trading suspended)	-	-
October (trading suspended)
(up to the Latest Practicable Date)	-	-

6. EFFECT OF THE TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, U Credit (HK) Limited ("U Credit"), Excel Jade Limited ("Excel Jade") and Mr. Shen Jia ("Mr. Shen") were the substantial Shareholders, which were interested in approximately 17.81%, 13.57% and 10.92% of the issued share capital of the Company respectively. U Credit is indirectly wholly-owned by China Strategic Holdings Limited. Excel Jade is wholly-owned by Mr. Ji Xiang.

7

APPENDIX I	EXPLANATORY STATEMENT

On the basis that the issued share capital of the Company and the shareholdings of U Credit, Excel Jade and Mr. Shen in the Company remain unchanged immediately before the full exercise of the Repurchase Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the AGM, the interests of U Credit, Excel Jade and Mr. Shen in the issued Shares would be increased to approximately 19.78%, 15.08% and 12.14% of the total issued share capital of the Company respectively. Accordingly, the Board is not aware of any consequences that would give rise to an obligation to make a mandatory offer under the Takeovers Code in the event the Repurchase Mandate is exercised in full. The Board has no present intention to exercise the Repurchase Mandate to an extent such that an obligation to make a general offer under the Takeovers Code will be triggered.

7. DIRECTORS, THEIR ASSOCIATES AND CORE CONNECTED PERSONS

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

8. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will 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 Bermuda.

9. REPURCHASES OF SHARES MADE BY THE COMPANY

The Company has not repurchased any Shares whether on the Stock Exchange or otherwise, in the six months preceding the Latest Practicable Date.

10. GENERAL

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company's issued share capital would be in public hands. The Directors do not intend to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

8

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

The following are the details of the retiring Directors proposed to be re-elected at the AGM:

Mr. Zhao Deyong ("Mr. Zhao"), Executive Director and Chairman

Aged 56, joined the Company as an Executive Director and was appointed the Chairman of the Company on 16 May 2019. Mr. Zhao is also a director of several subsidiaries of the Company. Mr. Zhao graduated from the Correspondence Institute of the Central Party School of C.P.C. (中共中央黨校函授學 院) in December 1998, majoring in economic. Since June 2018, Mr. Zhao has been the chairman of Zhonghe Co., Ltd, a company whose shares are listed on the Shenzhen Stock Exchange (stock code: 002070). Prior to his current position, Mr. Zhao served as a deputy director of the Industry and Information Commission of Chifeng City (赤峰市工業和信息化局) in the PRC from October 2008 to September 2014.

The Company and Mr. Zhao have entered into an employment letter on 16 May 2019 in relation to his appointment as an Executive Director. According to the employment letter, Mr. Zhao is not appointed for a specific term. Mr. Zhao shall hold office until the next annual general meeting of the Company and shall then be eligible for re-election, and is also subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws and the Listing Rules.

Mr. Zhao is entitled to receive a director's remuneration of HK$80,000 per month with one-month's salary as double pay. He may also be entitled to discretionary bonus, having regard to his performance and the Group's performance. Mr. Zhao's remuneration is determined by reference to his qualifications, experience, level of responsibilities undertaken and prevailing market conditions. The director's remuneration of Mr. Zhao is subject to annual review by the Remuneration Committee.

Save as disclosed above, Mr. Zhao (i) has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular; (ii) does not hold any other positions with any members of the Group; (iii) has no relationships with any directors, senior management or substantial or controlling shareholders of the Company; and (iv) does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Mr. Zhao which is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules. There is also no other matters that need to be brought to the attention of the Shareholders.

9

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

Mr. Liu Michael Xiao Ming ("Mr. Liu"), Executive Director and Chief Executive Officer

Aged 65, joined the Company as an Executive Director and was appointed the Chief Executive Officer of the Company on 10 May 2019. Mr. Liu is also a director of several subsidiaries of the Company. Mr. Liu holds a Juris Doctor degree from Harvard Law School from Harvard University, a Master of Arts degree of Fletcher School of Law and Diplomacy from Tufts University and a Bachelor of Arts in English degree in ZheJiang University* (浙江大學). Mr. Liu has over 30 years of experience in the field of legal, private equity, corporate finance, financial management and other business consultancy matters. Mr. Liu has been the general manager of Jiangsu Union Energy Co. Ltd* (江蘇合志新能源科技 有限公司) since February 2014. Mr. Liu was admitted as a member of the New York State Bar in March 1989.

The Company and Mr. Liu have entered into an employment letter on 10 May 2019 in relation to his appointment as an Executive Director. According to the employment letter, Mr. Liu is not appointed for a specific term. Mr. Liu shall hold office until the next annual general meeting of the Company and shall then be eligible for re-election, and is also subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws and the Listing Rules.

Mr. Liu is entitled to receive a director's remuneration of HK$80,000 per month with one-month's salary as double pay. He may also be entitled to discretionary bonus, having regard to his performance and the Group's performance. Mr. Liu's remuneration is determined by reference to his qualifications, experience, level of responsibilities undertaken and prevailing market conditions. The director's remuneration of Mr. Liu is subject to annual review by the Remuneration Committee.

Save as disclosed above, Mr. Liu (i) has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular; (ii) does not hold any other positions with any members of the Group; (iii) has no relationships with any directors, senior management or substantial or controlling shareholders of the Company; and (iv) does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Mr. Liu which is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules. There is also no other matters that need to be brought to the attention of the Shareholders.

10

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

Mr. Luo Lianjun ("Mr. Luo"), Executive Director

Aged 48, joined the Company as an Executive Director on 10 May 2019. Mr. Luo obtained a Bachelor's degree in Law from the China University of Political Science and Law* (中國政法大學) in July 1993, and is currently a practicing lawyer and a non-practising certified public accountant in the PRC. Since September 2014, he has been a partner and person in charge at Beijing Baoying Law Firm* (北京市寶盈律師事務所). Prior to his current position, Mr. Luo worked as a practicing lawyer and partner in Beijing Pucheng Law Firm* (北京市普誠律師事務所) from January 2009 to August 2014.

The Company and Mr. Luo have entered into an employment letter on 10 May 2019 in relation to his appointment as an Executive Director. According to the employment letter, Mr. Luo is not appointed for a specific term. Mr. Luo shall hold office until the next annual general meeting of the Company and shall then be eligible for re-election, and is also subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws and the Listing Rules.

Mr. Luo is entitled to receive a director's remuneration of HK$20,000 per month. He may also be entitled to discretionary bonus, having regard to his performance and the Group's performance. Mr. Luo's remuneration is determined by reference to his qualifications, experience, level of responsibilities undertaken and prevailing market conditions. The director's remuneration of Mr. Liu is subject to annual review by the Remuneration Committee.

Save as disclosed above, Mr. Luo (i) has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular; (ii) does not hold any other positions with any members of the Group; (iii) has no relationships with any directors, senior management or substantial or controlling shareholders of the Company; and (iv) does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Mr. Luo which is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules. There is also no other matters that need to be brought to the attention of the Shareholders.

11

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

Mr. Lin Shaopeng ("Mr. Lin"), Non-executiveDirector

Aged 60, joined the Company as a consultant in December 2014 and a Non-executive Director of the Company on 18 December 2017. He has been providing advisory services to the Group's toys operation since December 2014. Mr. Lin is also a director of several subsidiaries of the Company. Mr. Lin has extensive experience in factory and logistics management in the PRC.

The Company has entered into a letter of appointment with Mr. Lin on 18 December 2017 in relation to his appointment as a Non-executive Director of the Company. According to the letter of appointment, the term of service of Mr. Lin is fixed at a term of twelve month period which automatically renews for successive twelve month periods unless terminated by either party in writing prior to the expiry of the term. The directorship of Mr. Lin will be subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-laws and the Listing Rules.

Mr. Lin is entitled to receive a director's fee of HK$10,000 per month which has been recommended by the Remuneration Committee and approved by the Board based on his qualifications, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. He is also entitled to a monthly director and consultancy fee of HK$40,000 and HK$50,000 for his directorship and advisory services provided to the Group's toys operation. The director's fee and the said consultancy fee are subject to annual review by the Remuneration Committee and the Board. The director's fee and remuneration of Mr. Lin for the year ended 31 December 2018 amounted to HK$1,194,800 and HK$650,000 respectively.

Save as disclosed above, Mr. Lin (i) has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular; (ii) does not hold any other positions with any members of the Group; (iii) has no relationships with any directors, senior management or substantial or controlling shareholders of the Company; and (iv) does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Mr. Lin which is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules. There is also no other matters that need to be brought to the attention of the Shareholders.

12

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

Mr. Kwok Kim Hung Eddie ("Mr. Kwok"), Independent Non-executive Director, Chairman of the Audit Committee and member of the Nomination Committee and the Remuneration Committee

Aged 48, joined the Company as an Independent Non-executive Director on 7 March 2019. Mr. Kwok holds a Master of Professional Accounting degree from The Hong Kong Polytechnic University, a Master of Corporate Governance degree from The Open University of Hong Kong and a Honours Diploma in Accounting from Hong Kong Shue Yan University (formerly known as Hong Kong Shue Yan College). Mr. Kwok is a member of the Hong Kong Institute of Certified Public Accountants, and an associate member of each of the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators in the United Kingdom.

Mr. Kwok has over 23 years of experience in the field of accounting and financial management. Mr. Kwok has been an independent non-executive director of Siberian Mining Group Company Limited, a company listed on the Stock Exchange (stock code: 1142), since February 2014, and an independent non-executive director of Zhejiang Rui Yuan Intelligent Control Technology Company Limited, a company listed on GEM of the Stock Exchange (stock code: 8249), since June 2012. Prior to his current positions, Mr. Kwok served as a financial controller, the company secretary and one of the authorised representatives of Forebase International Holdings Limited, a company listed on the Stock Exchange (stock code: 2310).

The Company has entered into a letter of appointment with Mr. Kwok for a term of one year commencing from 7 March 2019 and shall continue until terminated pursuant to the provisions in the letter of appointment. Mr. Kwok is entitled to receive a director fee of HK$10,000 per month. Mr. Kwok's remuneration was determined with reference to his qualifications, experience, level of responsibilities undertaken and the prevailing market conditions. Mr. Kwok's directorship is subject to retirement by rotation and re-election at annual general meeting in accordance with the Bye-laws and the Listing Rules.

Save as disclosed above, Mr. Kwok (i) has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular; (ii) does not hold any other positions with any members of the Group; (iii) has no relationships with any directors, senior management or substantial or controlling shareholders of the Company; and (iv) does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Mr. Kwok which is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules. There is also no other matters that need to be brought to the attention of the Shareholders.

13

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

Mr. Ng Wai Hung ("Mr. Ng"), Independent Non-Executive Director, Chairman of the Nomination Committee and member of the Audit Committee and the Remuneration Committee

Aged 55, joined the Company as an Independent Non-Executive Director on 21 May 2019. Mr. Ng admitted as a solicitor of the High Court of Hong Kong in March 1992. Mr. Ng is a practising solicitor and a partner in Iu, Lai & Li, a Hong Kong firm of solicitors and notaries. Mr. Ng practises in the areas of securities, corporate finance and commercial law in Hong Kong.

Mr. Ng has been a non-executive director of Coolpad Group Limited, a company listed on the Stock Exchange (stock code: 2369), since January 2018. Mr. Ng has also been serving as an independent non-executive director of three companies listed on the Stock Exchange, namely Lajin Entertainment Network Group Limited (formerly known as China Star Cultural Media Group Limited, stock code: 8172) since March 2015, Xinyi Automobile Glass Hong Kong Enterprises Limited (stock code: 8328) since July 2016 and 1957 & Co. (Hospitality) Limited (stock code: 8495) since November 2017.

In the last three years, Mr. Ng served as an independent non-executive director of Fortune Sun (China) Holdings Limited (stock code: 352), GOME Retail Holdings Ltd.(stock code: 493), Sustainable Forest Holdings Limited (stock code: 723), Trigiant Group Limited (stock code: 1300), Kingbo Strike Limited (stock code: 1421), Tech Pro Technology Development Limited (stock code: 3823) and YTO Express (International)Holdings Limited (formerly known as On Time Logistics Holdings Limited, stock code: 6123) (all being companies listed on the Stock Exchange) and resigned in September 2017, May 2017, December 2017, August 2017, June 2017, March 2017 and December 2017, respectively.

The Company has entered into a letter of appointment with Mr. Ng for a term of one year commencing from 21 May 2019. Mr. Ng is entitled to receive a director fee of HK$10,000 per month. Mr. Ng's remuneration was determined with reference to his qualifications, experience, level of responsibilities undertaken and prevailing market conditions. Mr. Ng's directorship is subject to retirement by rotation and re-election at annual general meeting in accordance with the Bye-laws and the Listing Rules.

Save as disclosed above, Mr. Ng (i) has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular; (ii) does not hold any other positions with any members of the Group; (iii) has no relationships with any directors, senior management or substantial or controlling shareholders of the Company; and (iv) does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Mr. Ng which is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules. There is also no other matters that need to be brought to the attention of the Shareholders.

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

Ms. Shi Xiaolei ("Ms. Shi"), Independent Non-Executive Director, Chairman of the Remuneration Committee and member of the Audit Committee and the Nomination Committee

Aged 35, joined the Company as an Independent Non-executive Director on 21 May 2019. Ms. Shi obtained a bachelor's degree in management from Shandong University in July 2006 and a Masterof Arts degree in Industrial Relations and Personnel Management from The University of Warwick in December 2008. Ms. Shi is a Certified Tax Adviser of The Taxation Institute of Hong Kong.

Ms. Shi has been the chief operation officer and chief tax officer of Milestone Asset Management (Cayman) Co., Ltd since March 2019. Prior to her current positions, Ms. Shi worked at Deloitte for over 9 years in international tax and business advisory. She has extensive experience in the areas of providing tax services in relation to initial public offerings, mergers and acquisitions, and business model optimization, and advising multinational corporations and public companies in Hong Kong and PRC. Ms. Shi worked at Deloitte Suzhou office from October 2009 to March 2013 as a senior tax advisor. From April 2013 to February 2019, Ms. Shi worked at Deloitte Hong Kong office, and her last position was senior manager in tax and business advisory.

The Company has entered into a letter of appointment with Ms. Shi for a term of one year commencing from 21 May 2019. Ms. Shi is entitled to receive a director fee of HK$10,000 per month. Ms. Shi's remuneration was determined with reference to her qualifications, experience, level of responsibilities undertaken and prevailing market conditions. Ms. Shi's directorship is subject to retirement by rotation and re-election at annual general meeting in accordance with the Bye-laws and the Listing Rules.

Save as disclosed above, Ms. Shi (i) has not held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this circular; (ii) does not hold any other positions with any members of the Group; (iii) has no relationships with any directors, senior management or substantial or controlling shareholders of the Company; and (iv) does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Ms. Shi which is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules. There is also no other matters that need to be brought to the attention of the Shareholders.

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AGM NOTICE

WINSHINE SCIENCE COMPANY LIMITED

瀛 晟 科 學 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 209)

NOTICE IS HEREBY GIVEN that an annual general meeting of Winshine Science Company Limited (the "Company") will be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 4 December 2019 at 9:30 a.m. for the following purposes:

Ordinary business

1. To receive, consider and adopt the audited financial statements and the reports of the directors and auditor of the Company for the year ended 31 December 2018.
2. To re-elect the retiring directors of the Company and to authorise the Board of Directors of the Company to fix the directors' remuneration.
3. To re-appoint Moore Stephens CPA Limited as the auditor of the Company and to authorise the Board of Directors of the Company to fix its remuneration.

Special business

ORDINARY RESOLUTIONS

• 4. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

  1. "THAT:
  2. 1. subject to paragraph (c) of this resolution, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with authorised and unissued shares in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities carrying rights to subscribe for or convert or exercise into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
• For identification purpose only

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AGM NOTICE

1. the approval in paragraph (a) of this resolution shall authorise the Directors to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities carrying rights to subscribe for or convert or exercise into shares of the Company) during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:
3. 1. a Rights Issue (as hereinafter defined);
   2. the exercise of options under a share option scheme of the Company;
   3. the exercise of rights of subscription or conversion under the terms of any securities issued by the Company which are convertible or exercisable into shares of the Company; or
   4. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company from time to time;

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

1. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 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 passed by the Company's shareholders in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held.

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AGM NOTICE

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register of members 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 any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange)."

1. "THAT:
2. 1. subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase its shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of shares of the Company to be repurchased pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing 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 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 an ordinary resolution passed by the Company's shareholders in general meetings; and
      3. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held."

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AGM NOTICE

1. "THAT conditional upon the passing of resolutions numbered 4(A) and 4(B) as set out in the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in the resolution numbered 4(A) of the Notice be and is hereby extended by the addition to the aggregate nominal amount of the shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the shares repurchased by the Company pursuant to the general mandate referred to in the resolution numbered 4(B) of the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution."

By Order of the Board

Zhao Deyong

Executive Director

Hong Kong, 4 November 2019

Head Office and Principal Place of Business in Hong Kong:

Rooms 2202-2203, 22/F.

Harbour Centre

25 Harbour Road

Wanchai

Hong Kong

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AGM NOTICE

Notes:

1. Any member of the Company entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is entitled to exercise the same powers on behalf of the member of the Company which he/she or they represent as such member of the Company could exercise.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officers was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.
3. The instrument appointing a proxy and (if required by the Board of Directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for holding the annual general meeting or adjourned meeting thereof at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.
5. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any meeting of the Company the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date of this notice, the Board comprises three Executive Directors, namely Mr. Zhao Deyong (Chairman), Mr. Liu Michael Xiao Ming (Chief Executive Officer) and Mr. Luo Lianjun; one Non-executive Director, namely Mr. Lin Shaopeng; and three Independent Non-executive Directors, namely Mr. Kwok Kim Hung Eddie, Mr. Ng Wai Hung and Ms. Shi Xiaolei.

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