Good Friend International : PROPOSALS INVOLVING GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, 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 GOOD FRIEND INTERNATIONAL HOLDINGS INC., you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

GOOD FRIEND INTERNATIONAL HOLDINGS INC.

友 佳 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2398)

PROPOSALS INVOLVING

GENERAL MANDATES TO REPURCHASE SHARES

AND TO ISSUE SHARES

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Good Friend International Holdings Inc. to be held at 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 30 June 2021 at 3:00 p.m. is set out on pages 14 to 18 of this circular. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of this circular for the measures to be implemented at the Annual General Meeting by the Company to safeguard the health and safety of the attendees and to prevent the spreading of the Novel Coronavirus ("COVID-19") pandemic, including:

1. compulsory body temperature check
2. compulsory wearing of surgical face mask
3. limitation on the number of attendees at the Annual General Meeting as permitted by law
4. no refreshments or drinks will be served

Attendees who do not comply with the precautionary measures (1) and (2) above may be denied entry into the Annual General Meeting venue, at the absolute discretion of the Company as permitted by law. The Company wishes to advise the Shareholders that you may appoint the Chairman of the meeting as your proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attend the Annual General Meeting in person.

Hong Kong, 17 May 2021

		CONTENTS
			Page
Precautionary measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board
Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandate to repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General mandate to issue new shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Action to be taken. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II	-	Details of retiring Directors to be re-elected . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Hong Kong government at www.chp.gov.hk/en/features/102742.html and the directions under the Prevention and Control of Disease (Prohibition on Group Gathering) Regulations, the Company will implement necessary preventive measures at the Annual General Meeting to protect attending Shareholders, Directors, proxies and other attendees from the risk of infection, including:

1. Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendees at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.2 degrees Celsius, or is exhibiting flu-like symptoms may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
2. Attendees are required to wear surgical face masks inside the Annual General Meeting venue at all times.
3. To maintain a safe distance between seats and as such, the Company may limit the number of attendees at the Annual General Meeting as may be necessary to avoid over-crowding.
4. No refreshments or drinks will be served.

Attendees who do not comply with the precautionary measures (1) and (2) above may be denied entry into the Annual General Meeting venue, at the absolute discretion of the Company as permitted by law, or be required to leave the Annual General Meeting venue in order to ensure the safety of the attendees at the Annual General Meeting.

In the interest of all attendees' health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, Shareholders may appoint the Chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

The proxy form is attached to this circular and can be downloaded from the Company's website (http://www.goodfriend.hk). If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held
	at 35th Floor, Central Plaza, 18 Harbour Road, Wanchai,
	Hong Kong on Wednesday, 30 June 2021 at 3:00 p.m.,
	notice of which is set out on pages 14 to 18 of this circular

"Board"

"Companies Law"

"Company"

the board of directors of the Company

the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised from time to time) of the Cayman Islands

Good Friend International Holdings Inc., a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange (Stock Code: 2398)

"Director(s)"

"Group"

"Hong Kong"

"Latest Practicable Date"

the director(s) of the Company for the time being

the Company and its subsidiaries from time to time

the Hong Kong Special Administrative Region of The People's Republic of China

11 May 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

"Listing Rules"

"Repurchase Proposal"

the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

the proposal to give a general mandate to the Directors to exercise the powers of the Company to repurchase during the period as set out in the Repurchase Resolution Shares up to a maximum of 10 percent of the total number of issued Shares as at the date of passing of the Repurchase Resolution

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DEFINITIONS

"Repurchase Resolution"

"SFO"

"Share(s)"

"Shareholder(s)"

"Share Repurchase Rules"

"Stock Exchange"

"Takeovers Code"

"HK$"

"RMB"

"%"

the proposed ordinary resolution as referred to in item 4 of the notice of the Annual General Meeting

Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

share(s) of HK$0.01 each in the share capital of the Company

shareholder(s) of the Company

the relevant rules set out in the Listing Rules to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange

The Stock Exchange of Hong Kong Limited

the Hong Kong Code on Takeovers and Mergers

Hong Kong dollars, the lawful currency of Hong Kong

Renminbi, the lawful currency of the PRC

percent

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