GDH Guangdong Tannery : General Mandate for the issue of shares, Re-election of Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in Guangdong Tannery Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1058)

GENERAL MANDATE FOR THE ISSUE OF SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Guangdong Tannery Limited to be held at The Boardroom, Basement 2, The Wharney Guang Dong Hotel Hong Kong, No. 57-73, Lockhart Road, Wanchai, Hong Kong at 10 : 00 a.m. on Wednesday, 12 June 2019 is set out on pages 10 to 12 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

26 April 2019

CONTENTS

Page No.

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD

1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. SHARE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

5. RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

6. RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

APPENDIX I - DETAILS OF THE DIRECTORS TO BE RE-ELECTED . . . . . . 8 APPENDIX II - NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . 10

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DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at
	The Boardroom, Basement 2, The Wharney Guang Dong
	Hotel Hong Kong, No. 57-73, Lockhart Road, Wanchai,
	Hong Kong at 10 : 00 a.m. on Wednesday, 12 June 2019,
	notice of which is set out on pages 10 to 12 of this circular
	or, where the context so admits, any adjournment thereof;
''AGM Notice''	the notice convening the AGM as set out on pages 10 to 12
	of this circular;
''Articles of	the articles of association of the Company, as amended from
Association''	time to time;
''Board''	the board of directors of the Company;
''Company''	Guangdong Tannery Limited, a company incorporated in
	Hong Kong with limited liability, the shares of which are
	listed on the Main Board of the Stock Exchange;
''controlling	as defined in the Listing Rules;
shareholder''
''Director(s)''	the director(s) of the Company;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''Hong Kong''	The Hong Kong Special Administrative Region of the PRC;
''Latest Practicable	18 April 2019, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information
	referred to in this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time;
''Ordinary	the proposed ordinary resolution(s) in the AGM Notice;
Resolution(s)''

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DEFINITIONS

''PRC''	the People's Republic of China;
''SFO''	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong;
''Share(s)''	ordinary share(s) in the share capital of the Company;
''Share Issue Mandate''	a general and unconditional mandate proposed to be
	granted to the Directors at the AGM to issue Shares not
	exceeding 20% of the issued share capital of the Company
	as at the date of the passing of the relevant ordinary
	resolution to grant such mandate;
''Shareholder(s)''	registered holder(s) of the Shares;
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''substantial	as defined in the Listing Rules; and
shareholder''
''%''	per cent.

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LETTER FROM THE BOARD

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1058)

Board of Directors:	Registered Office:
SUN Jun (Chairman and Managing Director)	29th Floor
XIAO Zhaoyi#	Guangdong Investment Tower
KUANG Hu#	148 Connaught Road Central
DING Yatao#	Hong Kong
FUNG Lak*
CHOI Kam Fai, Thomas*
CHAN Cheong Tat*

#Non-ExecutiveDirector

*Independent Non-Executive Director

26 April 2019

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATE FOR THE ISSUE OF SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1.INTRODUCTION

The purpose of this circular is to give you notice of the AGM, and information on certain matters to be dealt at the AGM, inter alia:

(a)the grant of the Share Issue Mandate to the Directors; and

(b)the re-election of the retiring Directors.

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