Sheen Tai : Circulars - Renewal of General Mandates to Issue New Shares and Repurchase Shares Retirement of Directors and Re-election of Retiring Directors and Notice of Annual General Meeting

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer 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 Sheen Tai Holdings Group Company Limited (the "Company"), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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.

Sheen Tai Holdings Group Company Limited

順泰控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01335) RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES RETIREMENT OF DIRECTORS AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held on 19 May 2017 (Friday) at 3:00 p.m. at Unit 1903, 19/F, Jubilee Centre, 18 Fenwick Street, Wan Chai, Hong Kong is set out on pages 12 to 16 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services 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 holding the annual general meeting. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so desire.

13 April 2017

Page

DEFINITIONS .......................................................................................................................... 1 LETTER FROM THE BOARD ............................................................................................... 3 APPENDIX I - EXPLANATORY STATEMENT ......................................................... 6 APPENDIX II - DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM ......................................................... 9 NOTICE OF THE ANNUAL GENERAL MEETING 12

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

"AGM" the annual general meeting of the Company to be held on 19 May 2017 (Friday) at 3:00 p.m. at Unit 1903, 19/F, Jubilee Centre, 18 Fenwick Street, Wan Chai, Hong Kong;

"AGM Notice" the notice convening the AGM set out on pages 12 to 16 of this circular;

"Articles" the articles of association of the Company;

"Board" the board of Directors;

"close associates" has the same meaning as defined in the Listing Rules;

"Company" Sheen Tai Holdings Group Company Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange;

"core connected person(s)" has the same meaning as defined in the Listing Rules; "Director(s)" the directors of the Company;

"Group" the Company and its subsidiaries;

"HK$" Hong Kong dollar, the lawful currency of Hong Kong;

"Hong Kong" the Hong Kong Special Administrative Region of the PRC;

"Issue Mandate" a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares set out as resolution no. 5 in the AGM Notice;

"Latest Practicable Date" 7 April 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information for inclusion in this circular;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;

"Memorandum" the memorandum of association of the Company;

"PRC" the People's Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan Region;

"Repurchase Mandate" a general and unconditional mandate proposed to be granted

to the Directors to exercise all powers of the Company to repurchase Shares set out as resolution no. 6 in the AGM Notice;

"RMB" Renminbi, the lawful currency of the PRC;

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

"Share(s)" ordinary share(s) of HK$0.0025 each in the Share capital of the Company;

"Shareholder(s)" holder(s) of (a) Share(s);

"Stock Exchange" The Stock Exchange of Hong Kong Limited; and "Takeovers Code" The Code on Takeovers and Mergers and Share Buy-backs.