Tsit Wing International : (1) PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES; (2) PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS; (3) PROPOSED RE-APPOINTMENT OF AUDITOR; (4) PROPOSED FINAL DIVIDEND; AND (5) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 Tsit Wing International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the 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.

TSIT WING INTERNATIONAL HOLDINGS LIMITED ઠ࿲਷ყછٰϞࠢʮ̡*

(Incorporated under the laws of Bermuda with limited liability)

(Stock Code: 2119)

(1) PROPOSED GRANTING OF GENERAL MANDATES TO

ISSUE NEW SHARES AND TO REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION AND

APPOINTMENT OF DIRECTORS;

(3) PROPOSED RE-APPOINTMENT OF AUDITOR;

(4) PROPOSED FINAL DIVIDEND;

AND

(5) NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 8 of this circular. A notice convening the AGM to be held at 10 a.m. on Thursday, 29 April 2021 at 5/F., United Centre, 95 Queensway, Admiralty, Hong Kong, is set out on pages 16 to 21 of this circular.

A form of proxy for the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy and return the same to the Company's share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the AGM or any adjournment thereof if you so wish.

*

For identification purpose only

26 March 2021

CONTENTS
Page
DEFINITIONS .....................................................................	1
LETTER FROM THE BOARD ....................................................	3
APPENDIX I - EXPLANATORY STATEMENT .............................	9
APPENDIX II - DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTED AND APPOINTED ................	13
NOTICE OF ANNUAL GENERAL MEETING ....................................	16
-i-

DEFINITIONS

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 at 10 a.m.
on Thursday, 29 April 2021 at 5/F., United Centre, 95
Queensway, Admiralty, Hong Kong, or, where the context so
admits, any adjournments of such meeting, and the notice of
which is set out in this circular
''Board''	the board of Directors
''Bye-Laws''	the bye-laws of the Company
''Company''	Tsit Wing International Holdings Limited (捷榮國際控股有限公
司*), a company incorporated in Bermuda with limited liability
and the Shares of which are listed on the Stock Exchange
''Directors''	the director(s) of the Company
''Final Dividend''	the proposed final dividend of HK4.00 cents per Share for the
year ended 31 December 2020 to Shareholders whose names
appear on the register of members of the Company on the
Record Date
''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
''Issue Mandate''	a general mandate proposed to be granted to the Directors to
exercise the power of the Company to allot, issue and deal with
new Shares not exceeding 20% of the aggregate nominal amount
of the issued share capital of the Company as set out in the notice
of the AGM
''Latest Practicable	15 March 2021, being the latest practicable date before the
Date''	printing of this circular for ascertaining certain information for
the purpose of inclusion in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
Exchange, as amended from time to time
''Record Date''	Thursday, 6 May 2021, being the record date for determining
entitlements of the Shareholders to the Final Dividend
''Repurchase 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 aggregate nominal amount of the issued
share capital of the Company as set out in the notice of the AGM
-1-

DEFINITIONS
''Resolution(s)''	the proposed resolution(s) as referred to in the notice of the
AGM
''Share(s)''	ordinary share(s) of nominal value of HK$0.1 each in the share
capital of the Company
''Shareholder(s)''	holder(s) of Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	The Codes on Takeovers and Mergers and Share Buy-backs
''%''	per cent.

*

For identification purpose only

TSIT WING INTERNATIONAL HOLDINGS LIMITED ઠ࿲਷ყછٰϞࠢʮ̡*

(Incorporated under the laws of Bermuda with limited liability)

(Stock Code: 2119)

Executive Directors:	Registered office:
Mr. Wong Tat Tong	Victoria Place, 5th Floor
(Chairman & Chief Executive Officer)	31 Victoria Street
Mr. Wu Kam On Keith	Hamilton HM 10
Ms. Fan Yee Man	Bermuda
Independent non-executive Directors:	Head office and principal place of
Mr. Tang Kwai Chang	business in Hong Kong:
Mr. Wong Man Fai	Flats F-J, 11th Floor, Block 1
Mr. Lok Kung Chin, Hardy	Kwai Tak Industrial Centre
15-33 Kwai Tak Street
Kwai Chung
New Territories
Hong Kong
To the Shareholders
Dear Sir or Madam,

26 March 2021

(1) PROPOSED GRANTING OF GENERAL MANDATES TO

ISSUE NEW SHARES AND TO REPURCHASE SHARES;

(2) PROPOSED RE-ELECTION AND

APPOINTMENT OF DIRECTORS;

(3) PROPOSED RE-APPOINTMENT OF AUDITOR;

(4) PROPOSED FINAL DIVIDEND;

AND

(5) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the AGM, Resolutions will be proposed to seek the Shareholders' approval for (i) the proposed granting of the Issue Mandate and the Repurchase Mandate; (ii) the proposed re-election and appointment of Directors; (iii) the proposed re-appointment of auditor; and

*

For identification purpose only

(iv) the proposed distribution of Final Dividend. The purpose of this circular is to provide you with the necessary information on these issues and the related Resolutions to be proposed at the AGM.

THE ISSUE MANDATE

The Company's existing mandate to allot and issue Shares was approved by its Shareholders on 23 April 2020. Unless otherwise renewed, the existing mandate to allot and issue Shares will lapse at the conclusion of the AGM.

In order to ensure flexibility when it is desirable to allot and issue or otherwise deal with additional Shares, the Directors will seek the approval of the Shareholders to grant the Issue Mandate at the AGM and will put forward the following Resolutions as set out in the notice of the AGM for the following purposes:

Resolution no. 6

• - to grant a general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue and otherwise deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution; and

  Resolution no. 8

• - to increase the aggregate nominal amount of share capital of the Company which may be issued under the Issue Mandate by adding thereto the aggregate nominal amount of the share capital of the Company repurchased under the Repurchase Mandate.

The Directors have no immediate plans to allot and issue any new Shares other than Shares which may fall to be issued under the share option scheme(s) (if any) of the Company.

The Company had in issue an aggregate of 720,591,512 Shares as at the Latest Practicable Date. Subject to the passing of Resolution no. 6 for the approval of the Issue Mandate, the Company would be allowed to allot, issue and deal with a maximum of 144,118,302 new Shares on the basis that no further Shares are issued or repurchased before and up to the date of the AGM.

THE REPURCHASE MANDATE

The Company's existing mandate to repurchase Shares was approved by its Shareholders on 23 April 2020. Unless otherwise renewed, the existing mandate will lapse at the conclusion of the AGM.

In order to seek the approval of the Shareholders to grant the Repurchase Mandate at the AGM, the Directors will put forward the following Resolution as set out in the notice of the AGM:

Resolution no. 7

-

to grant a general and unconditional mandate to the Directors to exercise the power of the Company to repurchase Shares on the Stock Exchange not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.

Subject to the passing of Resolution no. 7 for the approval of the Repurchase Mandate, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 72,059,151 Shares on the basis that no further Shares are issued or repurchased before and up to the date of the AGM.

The Repurchase Mandate and the Issue Mandate shall continue to be in force during the period from the date of passing of the Resolutions for the approval of the Repurchase Mandate and the Issue Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable law of Bermuda to be held; or (iii) the revocation or variation of the Repurchase Mandate or the Issue Mandate (as the case may be) by ordinary resolution of the Shareholders at a general meeting of the Company, whichever occurs first.

The Listing Rules contain provisions to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange. The Company is required to give the Shareholders information which is reasonably necessary to enable them to make an informed decision as to whether to vote for or against the Resolution to approve the grant of the Repurchase Mandate. In this regard, this circular contains an explanatory statement required by the Listing Rules as set out in Appendix I.

RE-ELECTION AND APPOINTMENT OF DIRECTORS

In accordance with bye-laws 99 of the Bye-Laws, Mr. Wong Tat Tong and Mr. Wong Man Fai shall retire by rotation at the AGM and they, being eligible, offer themselves for re-election at the AGM.

In accordance with bye-laws 102 of the Bye-Laws, Mr. Lok Kung Chin, Hardy, appointed by the Board as an independent non-executive director of the Company on 10 December 2020, shall be subject to re-election at the AGM. Subject to the approval of the Shareholders, the Board has further proposed the appointment of Mr. Kam Chun Pong Bernard as an executive Director, taking effect on 4 May 2021.

The Company has in place a Nomination Policy which sets out, inter alia, factors to be considered in assessing candidates to be appointed or re-appointed as Directors. The nomination committee of the Board (the ''Nomination Committee'') has reviewed the overall contribution and service of each of Mr. Wong Tat Tong and Mr. Wong Man Fai to theCompany including their attendance of Board meetings and general meeting, the level of participation and performance on the Board. The Nomination Committee has reviewed the background and examined the experience of Mr. Lok Kung Chin, Hardy and Mr. Kam Chun Pong Bernard and is of the view that they could both bring valuable insight to the Board. With the recommendations of the Nomination Committee, the Board has proposed that all the above Directors stand for re-election or appointment (as the case may be) as Directors at the AGM.

The Nomination Committee had reviewed the independence of Mr. Wong Man Fai and Mr. Lok Kung Chin, Hardy. Each of Mr. Wong Mai Fai and Mr. Lok Kung Chin, Hardy also submitted an annual confirmation to the Company on his independence pursuant to Rule 3.13 of the Listing Rules. The Board confirmed that each of Mr. Wong Man Fai and Mr. Lok Kung Chin, Hardy continues to be considered as an independent non-executive Director and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Brief biographical and other details of the retiring Directors proposed to be re-elected or appointed (as the case may be) at the AGM which are required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

RE-APPOINTMENT OF AUDITOR

Messrs. Ernst & Young will retire as the independent auditor of the Company at the AGM and, being eligible, offer themselves for re-appointment.

The Board proposed to re-appoint Messrs. Ernst & Young as the independent auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

FINAL DIVIDEND

Subject to the approval by the Shareholders at the AGM, the Board proposed to pay a final dividend of HK4.00 cents per Share for the year ended 31 December 2020 to Shareholders whose names appear on the register of members of the Company as at the close of business on Thursday, 6 May 2021. The final dividends are expected to be paid in Hong Kong dollars on or before Tuesday, 25 May 2021.

AGM AND ACTIONS TO BE TAKEN

A notice convening the AGM is set out on pages 16 to 21 of this circular.

A form of proxy for the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong share registrar, 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 less than 48 hours beforethe time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the AGM or any adjournment thereof if you so wish.

PRECAUTIONARY MEASURES AT THE AGM

Due to the recent development of the epidemic COVID-19, the Company will implement the following precautionary measures at the AGM against the epidemic to protect the Shareholders from the risk of infection:

• (i) compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.0 degrees Celsius will not be admitted to the venue;

• (ii) every Shareholder or proxy is required to (a) fill in health declaration form with information including contact details, travelling record and health condition; and (b) wear face mask throughout the meeting. Any person who refuses to follow the aforesaid will not be admitted to the venue;

• (iii) Shareholder will not be given access to the meeting venue if he/she is wearing quarantine tracker waistband issued by the Government of Hong Kong;

• (iv) seating arrangement will be made and every Shareholder or proxy is required to sit according to the instruction of the Company's staff; and

(v) no distribution of corporate gifts and no refreshments will be served.

Furthermore, the Company wishes to strongly advise the Shareholders, particularly

Shareholders who are unwell or subject to quarantine in relation to COVID-19, that they may appoint any person or the chairman of the AGM as a proxy to vote on the Resolutions, instead of attending the AGM in person.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 26 April 2021 to Thursday, 29 April 2021 (both days inclusive) for the purpose of determining entitlement of the Shareholders to attend and vote at the AGM, during which period no transfer of Shares will be effected. In order to qualify for attending and voting at the AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 23 April 2021.

In addition, in order to determine the entitlement of the Shareholders to receive the proposed final dividend, if approved, the register of members of the Company will be closed on Thursday, 6 May 2021, no transfer of shares of the Company will be registered on that day. In order to be eligible to receive the proposed final dividend, all transfers of shares of the Company accompanied by the relevant share certificates and appropriate transfer formsmust be lodged with the Hong Kong share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 5 May 2021.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the vote of Shareholders at the AGM will be taken by poll and a scrutineer will be appointed by the Company for vote taking at the AGM. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the grant of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate, the proposed re-election and appointment of Directors, the proposed re-appointment of the auditor and the proposed distribution of Final Dividend as set out in the notice of the AGM, are in the best interests of the Company and the Shareholders as a whole. The necessary information for seeking Shareholders' approval on the proposed matters is already set out herein for consideration. The Directors recommend that all Shareholders should vote in favour of all Resolutions to be proposed at the AGM.

As at the Latest Practicable Date, no Shareholder is required to abstain from voting under the Listing Rules in respect of any of the Resolutions to be proposed at the AGM.

FURTHER INFORMATION

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

MISCELLANEOUS

This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.

Yours faithfully,

By order of the Board

Tsit Wing International Holdings Limited

Wong Tat Tong

Chairman and Chief Executive OfficerThis Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for consideration as to whether to vote for or against the ordinary resolution to be proposed at the AGM for granting the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to rule 10.06 of the Listing Rules which is set out as follows:

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 720,591,512 Shares.

Subject to the passing of Resolution no. 7 for the approval of the Repurchase Mandate and in accordance with the terms thereof, on the basis that no further Shares are issued or repurchased by the Company before and up to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase Shares a maximum of 72,059,151 Shares during the period up to the conclusion of the next annual general meeting of the Company in 2022, or the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable law of Bermuda to be held, or the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders at a general meeting of the Company, whichever of these three events occurs first.

REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange as and when required. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases of Shares will benefit the Company and the Shareholders as a whole.

FUNDING OF REPURCHASES

Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company's available cash flow or working capital facilities. Any repurchases will be made out of funds of the Company legally permitted to be utilized in this connection in accordance with its memorandum of association, the Bye-Laws, the Listing Rules and the applicable laws of Bermuda. The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

POSSIBLE MATERIAL ADVERSE IMPACT

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company. Therefore, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the appropriate working capital requirements or the gearing position of the Company as they would consider from time to time.

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.

SHARE PRICES

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

Trade price per Shares

Highest	Lowest
HK$	HK$
2020
March	1.29	0.89
April	1.05	0.95
May	1.00	0.88
June	1.06	0.88
July	1.23	1.03
August	1.07	0.96
September	1.17	0.98
October	1.07	1.00
November	1.11	1.02
December	1.18	1.00
2021
January	1.06	1.00
February	1.25	0.99
March (up to and including the Latest Practicable Date)	1.10	1.03

THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could, depending on the level of such increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, based on disclosures made under Part XV of the SFO and to the best knowledge and belief of the Company, information on the substantial Shareholders was as follows:

Approximate percentage of

Substantial ShareholdersNumber of Shares held

Approximately percentage of existing shareholding

shareholding if

Repurchasing

Mandate is exercised in full

Hero Valour Limited Wong Tat Tong1

Li Ying Wah Irene2

514,667,312 514,667,312 514,667,312

71.42% 79.36%

71.42% 79.36%

71.42% 79.36%In the event that the Repurchase Mandate is exercised in full, the increase in above shareholdings in the Company would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase Shares to an extent that will trigger the obligations under the Takeovers Code to make a mandatory offer.

If the Repurchase Mandate were exercised in full, the total number of the Shares which will be repurchased pursuant to the Repurchase Mandate shall be 72,059,151 Shares (being 10% of the total number of issued Shares as at the Latest Practicable Date) and the shareholding interests in the Company held by Hero Valour Limited, Mr. Wong Tat Tong and Ms. Li Ying Wah Irene would increase from approximately 71.42% to approximately 79.36% of the issued Shares. Such increase would result in the aggregate number of Shares in the public hands being reduced to less than 25%. Any repurchase of the Shares which results in the number of the Shares held by the public being reduced to less than the prescribed percentage of the Shares then in issue could only be implemented with the approval of the Stock Exchange to waive the Listing Rules requirements regarding the public float. The Directors will not repurchase the Shares on the Stock Exchange if the repurchase would result in the number of the listed securities which are in the hands of the public falling below 25%, being the relevant minimum prescribed percentage for the Company as required by the Stock Exchange.

1

These 514,667,312 Shares are held by Hero Valour Limited. As Mr. Wong Tat Tong is entitled to control Hero Valour Limited, Mr. Wong is deemed to be interested in these 514,667,312 Shares.

2

Ms. Li Ying Wah Irene is the spouse of Mr. Wong Tat Tong. Under the SFO, Ms. Li is deemed to be interested in the same number of Shares in which Mr. Wong is interested.

SHARE REPURCHASE MADE BY THE COMPANY

The Company has bought back a total of 6,084,000 Shares in the previous six months prior to the Latest Practicable Date.

Particulars of the Share repurchase are as follows:

Number of

Shares

Trade price per Share

Date of Purchase	Purchased	Highest	Lowest
HK$	HK$
15 September 2020	276,000	1.11	1.11
22 September 2020	1,360,000	1.11	1.03
15 October 2020	6,000	1.00	1.00
21 October 2020	602,000	1.05	1.01
22 October 2020	438,000	1.06	1.06
23 October 2020	208,000	1.06	1.06
27 October 2020	196,000	1.06	1.04
28 October 2020	324,000	1.06	1.05
29 October 2020	476,000	1.06	1.04
30 October 2020	44,000	1.06	1.06
2 November 2020	508,000	1.06	1.05
3 November 2020	568,000	1.06	1.05
9 November 2020	362,000	1.06	1.06
19 November 2020	630,000	1.06	1.05
24 November 2020	86,000	1.06	1.05

As at the Latest Practicable Date, all the repurchased shares were cancelled.

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchases under the Repurchase Mandate pursuant to the relevant resolution of the Company and in accordance with the Listing Rules and the applicable laws of Bermuda and as permitted by the regulations in the memorandum of association of the Company and the Bye-Laws.

DIRECTORS' DEALINGS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell to the Company or its subsidiaries any of the Shares in the event that the Repurchase Mandate is granted at the AGM.

CORE CONNECTED PERSONS

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he or she has a present intention to sell any securities to the Company nor has any such core connected person undertaken not to sell any of the securities held by him or her to the Company in the event that the Repurchase Mandate is granted.

Details of the Directors who will be re-elected or appointed (as the case may be) at the AGM, are set out below:

EXECUTIVE DIRECTORS

Wong Tat Tong (黃達堂), aged 67, has been a Director since 6 July 2000 and was re-designated as an executive Director on 4 September 2017. He is the chairman of the Board and the chief executive officer of the Company. He is primarily responsible for managing and formulating overall strategic planning and development of the Group. Mr. Wong has joined the Group for over 40 years since May 1978.

Mr. Wong obtained a diploma in accounting from the Hong Kong Baptist College (presently known as the Hong Kong Baptist University). He is the Permanent Honorary President of the Hong Kong Foodstuffs Association, the Permanent Honorary President of The Hong Kong and Kowloon Provisions, Wine & Spirit Dealers' Association Limited, a member and a director of the committee of The Chinese General Chamber of Commerce and the representative of Tsit Wing Coffee Company, Limited's membership in The Hong Kong Chinese Importers' and Exporters' Association.

Mr. Wong has entered into a service agreement with the Company for a fixed term of three years commencing from 11 May 2018, and renewable automatically for successive terms of three years. He is entitled to a monthly salary of HK$364,230, a discretionary bonus as may be decided by the Board and other fringe benefits. Mr. Wong's remuneration was determined by the Company with reference to the duties and level of responsibilities and the remuneration policy of the Company and the then prevailing market conditions.

As at the Latest Practicable Date, Mr. Wong, through his wholly-owned company, held 514,667,312 Shares, representing approximately 71.42% of the entire issued share capital of the Company.

Mr. Kam Chun Pong Bernard (金振邦), aged 64, is currently the group operating officer-marketing and group operating officer-sales B2C (Business-to-Customer). He joined the Group in June 2007 as sales and marketing director and left the Group in 2009. He then rejoined the Group in May 2014 as group China business director and became the group business director of the Group in August 2016. Mr. Kam is primarily responsible for coordinating and overseeing marketing affairs of the Group and sales related affairs. Mr. Kam has more than 20 years of experience in marketing, sales management and business development with a focus in the fast moving consumer products industry. Mr. Kam obtained a higher diploma in business studies from Hong Kong Polytechnic (presently known as Hong Kong Polytechnic University) and a diploma in marketing from the Institute of Marketing (in the United Kingdom). He also completed a ten-week international general management program, namely Program for Executive Development at the International Institute for Management Development in Switzerland. Mr. Kam did not hold any directorship in the last three years before his appointment date in any public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Kam will enter into a service agreement with the Company for a fixed term of three years commencing on 4 May 2021, and renewable automatically for successive terms of three years. He will be entitled to a monthly salary of HK$96,692 and discretionary bonus as may be decided by the Board.

As at the Latest Practicable Date, Mr. Kam held 184,000 Shares, representing approximately 0.03% of the issued share capital of the Company.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Wong Man Fai (王文輝), aged 71, was appointed as an independent non-executive Director on 15 December 2017. He is the chairman of the remuneration committee, a member of the audit committee and the nomination committee. Mr. Wong has over 30 years of experience in the insurance industry. Mr. Wong obtained his bachelor of science and master of business administration from the Chinese University of Hong Kong.

Mr. Wong was appointed as an independent non-executive director of Starr International Insurance (Asia) Limited, a private company engaging in insurance business, in October 2018.

Mr. Wong has entered into a letter of appointment with the Company for a term of three years commencing from 11 May 2018. He is entitled to receive a monthly director's fee of HK$25,000 as determined by the Board with reference to the prevailing market conditions and his responsibility in the Company.

As at the Latest Practicable Date, Mr. Wong does not have any interest in the Shares within the meaning of Part XV of the SFO.

Lok Kung Chin, Hardy, aged 71, was appointed as an independent non-executive Director on 10 December 2020. Mr. Lok graduated in Civil Engineering from the University of Manchester Institute of Science & Technology. He is a member of both the Institute of Civil Engineers and the Hong Kong Institution of Engineers, and a fellow member of the Hong Kong Institute of Construction Manager. Mr. Lok is the Chairman of The Sun Company, Limited and has over 50 years of experience in building and engineering construction work. Mr. Lok has been an independent non-executive director of Kowloon Development Company Limited (Stock Code: 00034) since January 2002.

Mr. Lok has entered into a letter of appointment with the Company for a term of three years commencing from 10 December 2020. He is entitled to receive a monthly director's fee of HK$25,000 as determined by the Board with reference to the prevailing market conditions and has responsibility in the Company.

As at the Latest Practicable Date, Mr. Lok does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, there are no other matters concerning the aforementioned Directors that need to be brought to the attention of the Shareholders nor is there any other information relating to the retiring Directors that is required to be disclosed pursuant to

Rule 13.51(2) of the Listing Rules.

TSIT WING INTERNATIONAL HOLDINGS LIMITED ઠ࿲਷ყછٰϞࠢʮ̡*

(Incorporated under the laws of Bermuda with limited liability)

(Stock Code: 2119)

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of Tsit Wing International Holdings Limited (the ''Company'') will be held at 10 a.m. on Thursday, 29 April 2021 at 5/F., United Centre, 95 Queensway, Admiralty, Hong Kong for the following purposes:

ORDINARY RESOLUTIONS

• 1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditor for the year ended 31 December 2020;

• 2. To declare and approve a final dividend of HK4.00 cents per Share in respect of the year ended 31 December 2020;

• 3. To re-elect or appoint (as the case may be) Mr. Wong Tat Tong and Mr. Kam Chun Pong Bernard as executive directors, Mr. Wong Man Fai and Mr. Lok Kung Chin, Hardy as independent non-executive directors of the Company;

• 4. To authorise the board of directors to fix the remuneration of the directors of the Company;

• 5. To re-appoint Messrs. Ernst & Young, Certified Public Accountants, as auditor of the Company and to authorise the board of directors to fix the remuneration of the auditor;

• 6. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

  ''THAT:

  (a) subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (''Directors'') during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares (''Shares'') in the capital of the

*

For identification purpose only

Company or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and it is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in this resolution, otherwise than pursuant to:

  • (i) a rights issue (as defined below); or

  • (ii) the exercise of rights of subscription or conversion attaching to any warrants of the Company or any securities which are convertible into Shares; or

  • (iii) the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other eligible persons of Shares or rights to acquire Shares of the Company; or

  • (iv) scrip dividends or under similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; and

  (v) a specific authority granted by the shareholders of the Company,

  shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval pursuant to paragraph (a) of this resolution shall be limited accordingly;

(d) for the purpose of this resolution:

''Relevant Period'' means the period from the date of passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) 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 law of Bermuda to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company at a general meeting; and

''Rights Issue'' means the allotment, issue or grant of Shares pursuant to an offer of shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (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, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).''

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT

(a) subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as defined below) of all powers of the Company to purchase shares (''Shares'') in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other exchange on which the securities of the Company may be listed and recognized for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Takeovers Code, subject to and in accordance with any applicable law and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the approval pursuant to paragraph (a) of this resolution shall be limited accordingly;

• (c) for the purpose of this resolution, ''Relevant Period'' means the period from the date of passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company; or

  • (ii) 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 law of Bermuda to be held; or

  • (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of shareholders of the Company at a general meeting.''

8. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT subject to the passing of the resolutions numbered 6 and 7 as set out in the notice (the ''Notice'') convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares pursuant to the resolution numbered 6 as set out in the Notice be and is hereby extended by the addition to the aggregate nominal amount of share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased by the Company under the authority granted pursuant to the resolution numbered 7 as set out in the Notice provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.''

By order of the Board

Tsit Wing International Holdings Limited

Wong Tat Tong

Chairman and Chief Executive Officer

Hong Kong

26 March 2021

Registered office:
Victoria Place, 5th Floor	business in Hong Kong:
31 Victoria Street	Flats F-J, 11th Floor, Block 1
Hamilton HM 10	Kwai Tak Industrial Centre
Bermuda	15-33 Kwai Tak Street
Kwai Chung
New Territories
Hong Kong
Notes:

Head office and principal place of

• (1) A member of the Company entitled to attend and vote at the aforesaid meeting is entitled to appoint one or (if he/she/it holds 2 or more shares) more proxies to attend and vote instead of him/her/it. A proxy need not be a member of the Company.

• (2) To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Hong Kong share registrar of the Company, 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 less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

• (3) Completion and return of the form of proxy will not preclude members from attending and voting in person at the aforesaid meeting.

• (4) A form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.

• (5) In the case of joint holders of any shares, any one of such joint holders may vote at the aforesaid meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the aforesaid meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

• (6) The register of members of the Company will be closed from Monday, 26 April 2021 to Thursday, 29 April 2021 (both days inclusive) for the purpose of determining entitlement of the shareholders of the Company to attend and vote at the aforesaid meeting, during which period no transfer of shares in the Company will be effected. In order to qualify for attending and voting at the aforesaid meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 23 April 2021.

• (7) In order to determine the entitlement of the shareholders to receive the proposed final dividend, if approved, the register of members of the Company will be closed on Thursday, 6 May 2021, no transfer of shares of the Company will be registered on that day. In order to be eligible to receive the proposed final dividend, all transfers of shares of the Company accompanied by the relevant share certificates and appropriate transfer forms must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 5 May 2021.

• (8) Due to the recent development of the epidemic COVID-19, the Company will implement the following precautionary measures at the AGM against the epidemic to protect the Shareholders from the risk of infection:

  • (i) compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.0 degrees Celsius will not be admitted to the venue;

  • (ii) every shareholder or proxy is required to (a) fill in health declaration form with information including contact details, travelling record and health condition; and (b) wear face mask throughout the meeting. Any person who refuses to follow the aforesaid will not be admitted to the venue;

  • (iii) Shareholder will not be given access to the meeting venue if he/she is wearing quarantine tracker waistband issued by the Government of Hong Kong;

  • (iv) seating arrangement will be made and every shareholder or proxy is required to sit according to the instruction of the Company's staff; and

  (v) no distribution of corporate gifts and no refreshments will be served.

  Furthermore, the Company wishes to strongly advise the shareholders, particularly those who are unwell or subject to quarantine in relation to COVID-19, that they may appoint any person or the chairman of the AGM as a proxy to vote on the resolutions, instead of attending the AGM in person.