China Health : (1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES OF THE COMPANY; (2) PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; AND (3) 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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Health Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or 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.

China Health Group Limited

中國衛生集團有限公司

(Carrying on business in Hong Kong as CHG HS Limited)

(Incorporated in Bermuda with limited liability)

(Stock Code: 673)

1. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES

OF THE COMPANY;

1. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; AND
2. 1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of China Health Group Limited to be held at Conference Room, 12th Floor, Haiwang Xingchen Building, No.2, Lanxiangyi Street, Nanshan District, Shenzhen, China at 11 a.m. on 4 September 2020 is set out on pages 16 to 20 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www. hkexnews.hk) and the Company (http://www.ch-groups.com).

Whether or not you are able to attend the annual general meeting, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company 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 48 hours before the time appointed for the holding of the annual general 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 if you so wish.

30 July 2020

	CONTENTS
		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed granting of the Issuance Mandate and the Buyback Mandate . . . . . . . . .	4
3.	Proposed re-election of the retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Annual general meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	- Explanatory statement on the Buyback Mandate . . . . . . . . . . . . . . . . . . .	8
Appendix II - Details of the retiring Directors proposed
	to be re-electedat the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

- i -

DEFINITIONS

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

"AGM"	an annual general meeting of the Company to be held at
	Conference Room, 12th Floor, Haiwang Xingchen Building,
	No.2, Lanxiangyi Street, Nanshan District, Shenzhen, China at
	11 a.m. on 4 September 2020, to consider and, if appropriate,
	to approve the resolutions contained in the notice of the
	meeting which is set out on pages 16 to 20 of this circular, or
	any adjournment thereof
"Board"	the board of Directors
"Buyback Mandate"	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to repurchase Shares not
	exceeding 10% of the total number of the issued Shares as at
	the date of the granting of the Buyback Mandate
"Bye-law(s)"	the bye-law(s) of the Company, as amended from time to time
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	China Health Group Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed
	on the Main Board of the Stock Exchange
"core connected person(s)"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China

- 1 -

	DEFINITIONS
"Issuance Mandate"	a general mandate proposed to be granted to the Directors
	to allot, issue and deal with new Shares and other securities
	of the Company not exceeding 20% of the total number
	of the issued Shares as at the date of granting of the
	Issuance Mandate and the total number of the issued Shares
	repurchased by the Company pursuant to the Buyback
	Mandate, if any
"Latest Practicable Date"	24 July 2020, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
"Share(s)"	share(s) of the Company
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers issued by the Securities
	and Futures Commission of Hong Kong
"%"	per cent

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LETTER FROM THE BOARD

China Health Group Limited

中國衛生集團有限公司

(Carrying on business in Hong Kong as CHG HS Limited)

(Incorporated in Bermuda with limited liability)

	(Stock Code: 673)
Executive Directors:	Registered Office:
Mr. Zhang Fan	Clarendon House
Mr. Chung Ho	2 Church Street
Mr. Wang Jingming	Hamilton HM 11
	Bermuda
Non-executive Directors:
Mr. Weng Yu	Head Office and Principal Place
Mr. Xing Yong	of Business in Hong Kong:
Mr. Huang Lianhai	Unit 801, 8/F
Mr. Zhang Dawei	China Insurance Group Building
Mr. Wang Yongming	141 Des Voeux Road Central
	Hong Kong
Independent non-executive Directors:
Mr. Jiang Xuejun	30 July 2020
Mr. Du Yanhua
Mr. Lai Liangquan
Ms. Meng Junfeng
To the Shareholders
Dear Sir/Madam,

1. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES

OF THE COMPANY;

1. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; AND
2. 1. NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of the resolutions to be proposed at the AGM for (i) the granting of the Issuance Mandate to the Directors; (ii) the granting of the Buyback Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the total number of issued Shares repurchased by the Company under the Buyback Mandate; and (iv) the re-election of the retiring Directors; and to provide Shareholders with a notice of such annual general meeting at which the resolutions will be proposed to consider and, if thought fit, approve such matters.

2. PROPOSED GRANTING OF THE ISSUANCE MANDATE AND THE BUYBACK MANDATE

At the annual general meeting of the Company held on 3 September 2019, general mandates were granted to the Directors to exercise the power of the Company to issue new Shares not exceeding 827,989,526 Shares and to repurchase Shares not exceeding 413,994,763 Shares respectively. As at the Latest Practicable Date, the said general mandates to issue new Shares and repurchase Shares have not been used and will lapse at the conclusion of the AGM.

As at the Latest Practicable Date, there were 4,139,947,634 Shares in issue. Accordingly, ordinary resolutions will be proposed at the AGM to approve the granting of new general mandates to the Directors:

1. to allot, issue or deal with new Shares not exceeding 20% of the total number of the issued Shares as at the date of passing of such resolution (not exceeding 827,989,526 Shares) on the basis that the issued Shares remains unchanged as at the date of the AGM;
2. to repurchase Shares on the Stock Exchange not exceeding 10% of the total number of the issued Shares as at the date of passing of such resolution (not exceeding 413,994,763 Shares) on the basis that the issued Shares remains unchanged as at the date of the AGM; and
3. to extend the Issuance Mandate by an amount representing the total number of issued Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.

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LETTER FROM THE BOARD

The Issuance Mandate and the Buyback Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 4 and 5 of the notice of the AGM as set out on pages 16 to 20 of this circular. As at the Latest Practicable Date, the Directors have no immediate plan to repurchase any Share or issue any new Share pursuant to the Buyback Mandate and the Issuance Mandate.

An explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Bye-law 86(2), the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or, subject to authorization by Shareholders in general meeting, as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of a Director appointed to fill a casual vacancy) or the next following annual general meeting of the Company (in the case of a Director appointed as an addition to the Board) and shall then be eligible for re-election at that meeting provided that any Director who so retires shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation at such meeting pursuant to Bye-law 87.

Pursuant to Bye-law 87, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest but not less than one-third) shall retire from office by rotation provided that every Director (including Director(s) appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment. As between persons who became or were last re-elected Directors on the same day, the person(s) to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election by the Shareholders at the relevant annual general meeting.

According to the above Bye-laws 86(2) and 87, Mr. Chung Ho, Mr. Wang Jingming, Mr. Weng Yu, Mr. Xing Yong and Ms. Meng Junfeng shall retire by rotation at the AGM. All retiring Directors, being eligible, will offer themselves for re-election at the AGM.

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LETTER FROM THE BOARD

Nomination policy and process for the independent non-executive Directors

In reviewing the structure of the Board, the nomination committee of the Company will consider the structure, size and diversity (including gender, age, cultural and educational background, length of service, skills, knowledge and experience etc.) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy. All appointments to the Board are based on meritocracy and the candidates will be assessed based on criteria such as education background and relevant skills and experience for consideration of the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

Ms. Meng Junfeng, a newly appointed independent non-executive Director proposed to be reelected at the AGM, specializes in fields of private equity, real estate finance, capital market and merger and acqisition. The Board is of the view that Ms. Meng Junfeng has been committed to devoting time and attention to perform her duties as independent non-executive Director. She has demonstrated that she has the required character, integrity and experience to perform her duties by providing objective views and independent guidance to the Board and the Board is of the view that that her wide breadth of professional experience and knowledge in her respective fields have been and will continue to contribute greatly to the diversity of the Board.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of Mr. Chung Ho, Mr. Wang Jingming, Mr. Weng Yu, Mr. Xing Yong and Ms. Meng Junfeng are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 16 to 20 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issuance Mandate and the Buyback Mandate, the extension of the Issuance Mandate by the addition thereto of the total number of Shares repurchased by the Company pursuant to the Buyback Mandate and the re-election of the retiring Directors.

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LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http:// www.ch-groups.com). Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish and in such event, the proxy form shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll (except where the resolution relates purely to a procedural or administrative matter which may be voted on by a show of hands) and accordingly, all resolutions proposed at the AGM will be taken by poll. To the best of the Directors' knowledge, information and belief, none of the Shareholders is required to abstain from voting on the ordinary resolutions to be proposed at the AGM pursuant to the Listing Rules and/or the Bye-laws.

5. RECOMMENDATION

The Directors consider that the granting of the Issuance Mandate and the Buyback Mandate, the extension of the Issuance Mandate and the re-election of the retiring Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory statement on the Buyback Mandate) and Appendix II (Details of the retiring Directors proposed to be re-elected at the AGM) to this circular.

Yours faithfully,

By Order of the Board

China Health Group Limited

Zhang Fan

Chairman of the Board and Executive Director

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK 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 AGM in relation to the granting of the Buyback Mandate.

1. REASONS FOR BUYBACK OF SHARES

The Directors believe that the granting of the Buyback Mandate is in the interests of the Company and the Shareholders. Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/ or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued Shares comprised 4,139,947,634 Shares.

Subject to the passing of the ordinary resolution set out in item 5 of the notice of the AGM in respect of the granting of the Buyback Mandate and on the basis that the issued ordinary share capital of the Company remains unchanged on the date of the AGM, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, up to 413,994,763 Shares, representing 10% of the total number of the issued Shares as at the date of the AGM.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-laws, the laws of Bermuda and/or any other applicable laws, as the case may be.

The Company is empowered by its Memorandum of Association and the Bye-laws to repurchase Shares. The laws of Bermuda provide that the amount of capital paid in connection with a share repurchase by a company may only be paid out of the capital paid up on the relevant shares, or funds of the company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for such purpose. The amount of premium payable on a repurchase may only be paid out of the funds of the company which would otherwise be available for dividend or distribution or out of the share premium account of the company.

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

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 March 2020) in the event that the Buyback 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 Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing levels of the Company.

5. TAKEOVERS CODE

If a shareholder's proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers of the Company to repurchase Shares pursuant to the Buyback Mandate, such increase will be treated as an acquisition of voting rights for the purpose of Rule 32 of the Takeovers Code.

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Zhang Fan (the executive Director, "Mr. Zhang"), together with Treasure Wagon Limited wholly owned by Mr. Zhang, held 1,177,074,000 Shares (representing 28.43% of the total issued Shares). Save as disclosed above, there were no other Shareholders holding 10% or more in the issued Shares. Accordingly, on the basis that no further Shares are issued or repurchased and there is no change in shareholding structure, an exercise of the Buyback Mandate in full would give rise to any obligation on Mr. Zhang to make a mandatory general offer under the Takeovers Code. However, the Directors have no intention to exercise the Buyback Mandate which would render any Shareholder or group of Shareholders (including Mr. Zhang) obliged to make a general mandatory offer under the Takeovers Code.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates have any present intention to sell any Share to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Share to the Company, or that they have undertaken not to sell any Share held by them to the Company in the event that the granting of the Buyback 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 Buyback Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

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APPENDIX I

EXPLANATORY STATEMENT ON THE BUYBACK MANDATE

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have been traded on the Stock Exchange in each of the previous twelve months immediately prior to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2019
July	0.130	0.126
August	0.104	0.099
September	0.118	0.116
October	0.133	0.127
November	0.145	0.140
December	0.173	0.170
2020
January	0.168	0.167
February	0.127	0.124
March	0.081	0.078
April	0.070	0.064
May	0.055	0.052
June	0.050	0.048
July (up to the Latest Practicable Date)	0.068	0.038

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchases of Shares have been made by the Company during the previous six months (whether on the Stock Exchange or otherwise).

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re- election at the AGM according to the Bye-laws, are provided below:

EXECUTIVE DIRECTORS

MR. CHUNG HO

Mr. Chung Ho, aged 57, was appointed as the executive Director on 28 December 2012 and chief executive officer of the Company on 11 December 2017. He graduated from Shanghai Railway University with a Bachelor degree in Science and Technology and from the Central University of Finance and Economics with a Master degree in Economics. He has over 20 years of experience in investment, financing, corporate management and other areas and has worked in several investment institutions and companies in Mainland China and Hong Kong as senior manager and director. Save as disclosed above, he has not held any other directorship in listed companies in the last three years.

There is no service contract between Mr. Chung and the Company. The annual salaries and other benefits of Mr. Chung amounted to approximately HK$1,218,000, which was determined by the Board with reference to his responsibilities. He is subject to retirement and re-election in accordance with the Bye-laws.

As far as the Directors are aware, (1) Mr. Chung does not have any relationship with any of the other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company; and (2) as at the Latest Practicable Date, save as 30,000,000 share options of the Company held by Mr. Chung, he was not interested or deemed to be interested in any share or underlying share of the Company or its associated corporations pursuant to Part XV of the SFO.

There is no information which is discloseable nor is/was Mr. Chung involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Chung that need to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

MR. WANG JINGMING

Mr. Wang Jingming, aged 63, was appointed as the executive Director on 15 May 2014 and hospital chief executive of the Company on 11 December 2017. He graduated from the Fourth Military Medical University and the Third Military Medical University and received a bachelor's degree in Medicine and a master's degree in Surgery respectively. In his career of hospital management from 1994, he served as the president of the 251st Hospital of the People's Liberation Army, Chang'an Hospital in Xi'an, Beijing Beiya Orthopedics Hospital, Nanchang 334 Hospital as president, Chengde City Shuangluan District People's Hospital. Mr. Wang has long been focused on theoretical research and practice of hospital operating mechanism, management model, development direction. He was awarded 8 military science and technology achievement awards and medical achievement awards, of which "The Research of Military Center Hospital Management New Model" awarded the second prize of military science and technology progress as the primary researcher, and he has published over 80 articles on hospital management and medical professional academic papers. "Hospital Management New Model", for which he was the editor-in-chief, was published by the People's Military Medical Press in January 2009, and was published its second edition in January 2015; "Health 4.0 Smart Hospital Management Model", was published by Science Press in June 2020. He was awarded 2 honorary third awards.

During the 5 years when he served as president in the 251st Hospital, the hospital obtained sustainable and rapid development, accessed to social benefits and economic benefits double harvest. The hospital was named "Hospital Operating Mechanism Research Base", "Model Digital Trial Hospitals" by the Ministry of Health, and the "Advanced Unit of the Army in Hospital Informatization" by the General Logistics Department of the PLA. Mr. Wang Jingming was honoured "The Most Leading Chinese Hospital President Innovation Award", "China Outstanding CIO", "Excellent Hospital President of the Army", "Outstanding Contribution of Promoting Construction of China's Informatization", etc. He was also elected as a standing member of the Information Management Committee, a vice chairman of the Chinese Hospital Statistics Committee, a member of the Chinese Health Information Association, and a standing member of the Military Hospital Economic Management Committee of Chinese Hospital Association.

As the president of Chang'an Hospital for more than three years, the number of beds increased from 300 to more than 1,000, and medical income increased from RMB120 million to RMB400 million, rising the Shaanxi provincial tertiary hospital rank from No. 48 to No. 12; it participated in the Ministry of Health electronic medical system function evaluation, and won the first place in the national inspection and evaluation; and participated in the US HIMMS, representing the first sixth level certified hospital in the PRC.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

When he served as the president of 334 Hospital for 1 year, it completed the overall introduction of new model hospital management, and the overall management level, service capacity, brand image were significantly improved, outpatient, inpatient beds increased by 1 time, hospital income increased by over 90%, and the hospital was certified tertiary hospital qualification.

In September 2015, he served as the president of Chengde City Shuangluan District People's Hospital, where he applied "Jingming Model" to promote the overall development of the hospital. With no changes in the conditions, personnel and equipment of the old hospital area, the admission and treatment capabilities, technical standards and employee mental outlook of employees of the hospital have been significantly improved; after moving to the new hospital area, although there are no residents around, the development momentum of the hospital has not diminished with great improvement in the hospital's technical standards and diagnosis and treatment capabilities. In 2017, at the "Primary Hospital Reform Forum" held by the National Health and Family Planning Commission in the hospital, Shuangluan District People's Hospital introduced its experience. The annual income of the hospital also increased from more than RMB20 million to RMB120 million. Save as disclosed above, he has not held any other directorship in listed companies in the last three years.

There is no service contract between Mr. Wang and the Company. The annual salaries and other benefits of Mr. Wang amounted to approximately HK$1,200,000, which was determined by the Board with reference to his responsibilities. He is subject to retirement and re-election in accordance with the Bye-laws.

As far as the Directors are aware, (1) Mr. Wang does not have any relationship with any of the other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company; and (2) as at the Latest Practicable Date, Mr. Wang was interested in 19,968,000 Shares and 3,000,000 share options of the Company. Save as disclosed above, Mr. Wang was not interested or deemed to be interested in any share or underlying share of the Company or its associated corporations pursuant to Part XV of the SFO.

There is no information which is discloseable nor is/was Mr. Wang involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Wang that need to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

NON-EXECUTIVE DIRECTORS

MR. WENG YU

Mr. Weng Yu, aged 40, was appointed as the executive Director on 18 June 2016 and redesignated as the non-executive Director on 27 March 2020. He graduated from Shanghai Jiao Tong University with a bachelor's degree in law. Mr. Weng has been engaged in legal work in enterprises since 2002 and served as a chief legal officer and secretary of the board of directors in a high- tech company from 2005 to 2016, as a result, he has extensive experience in company law and corporation management. Save as disclosed above, he has not held any other directorship in listed companies in the last three years.

There is no service contract between Mr. Weng and the Company. The annual salaries and other benefits of Mr. Weng amounted to approximately HK$100,000, which was determined by the Board with reference to his responsibilities. He is subject to retirement and re-election in accordance with the Bye-laws.

As far as the Directors are aware, (1) Mr. Weng does not have any relationship with any of the other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company; and (2) as at the Latest Practicable Date, save as 3,000,000 share options of the Company held by Mr. Weng, he was not interested or deemed to be interested in any share or underlying share of the Company or its associated corporations pursuant to Part XV of the SFO.

There is no information which is discloseable nor is/was Mr. Weng involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Weng that need to be brought to the attention of the Shareholders.

MR. XING YONG

Mr. Xing Yong, aged 55, a senior engineer, was appointed as the non-executive Director on 18 June 2016. He graduated from Huaqiao University majoring in mechanical manufacturing. In 2004, Mr. Xing formed a Hong Kong company conducting the business of trading and shipping agency for customers from the United States, Europe and South Africa. Mr. Xing was appointed as the deputy general manager of Shenzhen Teamrun Investment Development Company Limited since 2015 and oversees commercial real estate development projects. Save as disclosed above, he has not held any other directorship in listed companies in the last three years.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

There is no service contract between Mr. Xing and the Company. The annual salaries and other benefits of Mr. Xing amounted to approximately HK$300,000, which was determined by the Board with reference to his responsibilities. He is subject to retirement and re-election in accordance with the Bye-laws.

As far as the Directors are aware, (1) Mr. Xing does not have any relationship with any of the other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company; and (2) as at the Latest Practicable Date, Mr. Xing was interested in 1,398,000 Shares and 4,000,000 share options of the Company. Save as disclosed above, Mr. Xing was not interested or deemed to be interested in any share or underlying share of the Company or its associated corporations pursuant to Part XV of the SFO.

There is no information which is discloseable nor is/was Mr. Xing involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Mr. Xing that need to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTOR

MS. MENG JUNFENG

Ms. Meng Junfeng, aged 44, was appointed as the independent non-executive Director on 21 April 2020. She obtained Master of Arts in Economics in Shanghai University of Finance and Economics in 2001 and Master of Science in Finance in Pace University in 2011. She specializes in fields of private equity, real estate finance, capital market and merger and acquisition. From January 2001 to March 2002, she was the manager of Shanghai Pengyuan Investment Services Co., Limited involving in financial advisory services. From March 2002 to November 2003, she was the manager of Synergy Capital (Shenzhen) Limited responsible for providing financial advisory services. From November 2003 to February 2006, she worked as an Associate Director of VC Capital Limited responsible for providing financial advisory services. From March 2006 to September 2008, she was the Vice President of Natixis Private Equity Asia Limited responsible for deal sourcing, deal execution and portfolio management. From January 2009 to June 2010, she worked as a Country Director on part time basis in Pittsford Ventures V, LLP responsible for fund raising support and Chinese business. From October 2011 to March 2018, she was the Executive Director and Head of Shenzhen investment department in Citic M&A Fund Management Co., Limited responsible for investment business, including deal sourcing and execution etc. She is the Managing Director of GSUM Fund Management Co., Limited, a leading real estate finance player in China, since April 2018 responsible for investment business including fund raising, deal sourcing, execution, real estate finance business operation in South China and providing financial advisory service for clients. She holds Fund Qualification Certificate in China. Save as disclosed above, she has not held any other directorship in listed companies in the last three years.

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APPENDIX II DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

There is no service contract between Ms. Meng and the Company. The annual salaries and other benefits of Ms. Meng amounted to approximately HK$100,000, which was determined by the Board with reference to her responsibilities. She is subject to retirement and re-election in accordance with the Bye-laws.

As far as the Directors are aware, (1) Ms. Meng does not have any relationship with any of the other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company; and (2) as at the Latest Practicable Date Ms. Meng was not interested or deemed to be interested in any share or underlying share of the Company or its associated corporations pursuant to Part XV of the SFO.

There is no information which is discloseable nor is/was Ms. Meng involved in any of the matters required to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters concerning Ms. Meng that need to be brought to the attention of the Shareholders.

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NOTICE OF AGM

China Health Group Limited

中國衛生集團有限公司

(Carrying on business in Hong Kong as CHG HS Limited)

(Incorporated in Bermuda with limited liability)

(Stock Code: 673)

NOTICE IS HEREBY GIVEN that an annual general meeting of China Health Group Limited (the "Company") will be held at Conference Room, 12th Floor, Haiwang Xingchen Building, No.2, Lanxiangyi Street, Nanshan District, Shenzhen, China at 11 a.m. on 4 September

2020 to transact the following ordinary businesses:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors and the auditors for the year ended 31 March 2020;

2(A). To re-elect Mr. Chung Ho as an executive director of the Company;

2(B). To re-elect Mr. Wang Jingming as an executive director of the Company;

2(C). To re-elect Mr. Weng Yu as a non-executive director of the Company;

2(D). To re-elect Mr. Xing Yong as a non-executive director of the Company;

2(E). To re-elect Ms. Meng Junfeng as an independent non-executive director of the Company;

2(F). To authorize the board of directors to appoint additional directors, where necessary;

2(G). To authorize the board of directors to fix the respective directors' remuneration;

3. To re-appoint Messrs. Elite Partners CPA Limited as auditors of the Company and to authorize the board of directors to fix the auditors' remuneration;

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NOTICE OF AGM

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

4. "THAT:

1. subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued ordinary shares in the ordinary share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
3. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below);
   2. any issue of ordinary shares of the Company on the exercise of the outstanding subscription rights or conversion rights attaching to the securities issued by the Company which are convertible into ordinary shares of the Company;
   3. the exercise of options under a share option scheme of the Company; and
   4. any scrip dividend scheme or similar arrangement providing for the allotment of ordinary 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,

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

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NOTICE OF AGM

1. for the purposes 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;
   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; and

"Rights Issue" means an offer of ordinary shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register 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 of the Company 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 recognized regulatory body or any stock exchange).";

5. "THAT:

1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to purchase its ordinary shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
2. the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the issued ordinary 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;

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NOTICE OF AGM

1. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and
2. 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.";

6. "THAT conditional upon the passing of resolutions set out in items 4 and 5 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the total number of ordinary 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 total number of the ordinary shares purchased by the Company pursuant to the mandate referred to in the resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of the issued ordinary share capital of the Company as at the date of passing of this resolution."

By Order of the Board

China Health Group Limited

Zhang Fan

Chairman of the Board and Executive Director

Hong Kong, 30 July 2020

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NOTICE OF AGM

Notes:

1. In order to establish entitlements to attend and vote at the AGM, the register of members of the Company will be closed from 1 September 2020, Tuesday to 4 September 2020, Friday, both days inclusive, during which period no transfer of the shares can be registered. Shareholders are reminded to ensure that all completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 31 August 2020, Monday.
2. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
3. In orders to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at 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 but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
4. In relation to the ordinary resolutions set out in items 4, 5, 6 of the above notice, the directors of the Company wish to state that they have no immediate plan to issue any new Shares or repurchase any existing Shares.
5. To ensure the health and safety of the attendees at the AGM, the Company intends to implement precautionary measures at the meeting including: (a) compulsory temperature checks at the entrance of the venue of the meeting; (b) attendees are required to bring their own surgical masks and those who had high temperature or not wearing surgical masks might be denied access to the venue of the meeting; (c) no corporate gift, refreshments or drinks will be provided at the meeting; and (d) depending on circumstances, separate rooms connected by instant electronic conference facilities may be arranged at the venue of the meeting to limit the number of attendees at each room.

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