Universal Star : PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE 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 to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Universal Star (Holdings) Limited (''Company''), you should at once hand this circular and the accompanying form of proxy to the purchaser, the 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 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.

UNIVERSAL STAR (HOLDINGS) LIMITED

星 宇（控 股）有限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2346)

PROPOSED GRANT OF GENERAL MANDATES TO

ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Conference Room 2, Room 5906-5912, 59th Floor, The Center, 99 Queen's Road Central, Central, Hong Kong on Friday, 18 June 2021 at 3:00 p.m. (''Annual General Meeting'') (or any adjournment thereof), is set out on pages 17 to 22 of this circular. A form of proxy for use at the Annual General Meeting is sent to you with this circular. If you do not intend to attend and vote at the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding 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 Annual General Meeting or any adjournment thereof should you so wish and in such case, the form of proxy previously submitted shall be deemed to be revoked.

In compliance with the Hong Kong Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 (''COVID-19''), the Company will implement the following precautionary measures at the Annual General Meeting including, without limitation:

. compulsory body temperature screening;

. wearing of surgical face masks;

. no distribution of corporate gift or refreshment;

. mandatory health declaration - anyone subject to the Hong Kong Government's prescribed quarantine or who has travelled overseas within 14 days, immediately before the date of the Annual General Meeting will be denied entry into the Annual General Meeting venue; and

. appropriate seating arrangement in line with the guidance from the Hong Kong Government will be made.

The Company strongly advises Shareholders to appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolution(s) as an alternative to attending the Annual General Meeting in person. Shareholders are advised to read page 1 of this circular for further details and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

30 April 2021

CONTENTS

	Page
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2-4
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5-9
Appendix I - Explanatory statement on the Repurchase Mandate . . . . . . . . . . . .	10-12
Appendix II - Details of retiring Directors proposed to be re-elected at
the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13-16
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17-22

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In compliance with the Hong Kong Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health (''CHP'') on the prevention of coronavirus disease 2019 (''COVID- 19''), the Company will implement precautionary measures at the Annual General Meeting in the interests of the health and safety of our shareholders, investors, directors, staff and other participants of the Annual General Meeting (the ''Stakeholders'') which include without limitation:

1. Every attendee will be required to wear a surgical face mask throughout the Annual General Meeting and inside the Annual General Meeting venue. Attendees are advised to maintain appropriate social distance with each other at all times when attending the Annual General Meeting.
2. There will be compulsory body temperature screening for all persons before entering the Annual General Meeting venue. Any person with a body temperature of 37.3 degrees Celsius or above or any person which exhibits any flu-like symptoms may be denied entry to the Annual General Meeting venue or be required to promptly leave the Annual General Meeting venue.
3. No refreshment will be served, and there will be no corporate gift.
4. Attendees may be asked (i) if he/she has travelled outside of Hong Kong within 14 days, immediately before the Annual General Meeting; AND (ii) if he/she is subject to any Hong Kong Government prescribed quarantine requirement. Any person who responds positively to any of these questions will be denied entry into the Annual General Meeting venue.
5. Anyone attending the Annual General Meeting is reminded to observe good personal hygiene at all times.
6. Appropriate seating arrangement at the Annual General Meeting venue in line with the guidance from the Hong Kong Government will be made.
7. In light of the continuing risks posed by the COVID-19 pandemic, and in the interests of protecting the Stakeholders, the Company is supportive of the precautionary measures being adopted and reminds Shareholders that physical attendance in the Annual General Meeting is not necessary for the purpose of exercising voting rights. The Company strongly advises Shareholders to appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolution(s) as an alternative to attending the Annual General Meeting in person.
8. Shareholders are advised to monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
9. Health education materials and up-to-date development on COVID-19 can be found on the CHP website (www.chp.gov.hk) and the website of the Hong Kong Government on COVID-19 (www.coronavirus.gov.hk).

- 1 -

DEFINITIONS

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

''Annual General Meeting''	the annual general meeting of the Company to be held at
	Conference Room 2, Room 5906-5912, 59th Floor, The
	Center, 99 Queen's Road Central, Central, Hong Kong on
	Friday, 18 June 2021 at 3:00 p.m., and any adjournment
	thereof, the notice of which is set out on pages 17 to 22 of
	this circular;
''Articles''	the articles of association of the Company, as amended
	from time to time;
''Board''	the board of Directors;
''CEO''	the chief executive officer of the Company;
''Companies Law''	the Companies Law, Cap 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands;
''Company''	Universal Star (Holdings) Limited 星宇(控股)有限公司, an
	exempted company incorporated in the Cayman Islands with
	limited liability and the Shares are listed on the Main Board
	of the Stock Exchanges;
''Controlling Shareholder(s)''	has the same meaning as defined in the Listing Rules;
''Director(s)''	the director(s) of the Company from time to time;
''Extension Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to the effect that any Shares repurchased
	under the Repurchase Mandate will be added to the total
	number of Shares which may be allotted and issued under
	the Issue Mandate;
''Group''	the Company and its subsidiaries, from time to time;
''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, issue or otherwise deal with new Shares up to a
	maximum of 20% of the number of issued Shares as at the
	date of passing the relevant resolution as set out in
	resolution numbered 4(A) in the notice convening the
	Annual General Meeting;

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	DEFINITIONS
''Latest Practicable Date''	23 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;
''Listing Date''	16 May 2019, the date on which dealings in the Shares first
	commence on the Stock Exchange;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended, supplemented or otherwise modified
	from time to time;
''Mr. Lu''	Mr. Lu Qingxing (呂慶星), the non-executive Director, one
	of the Controlling Shareholders of the Company and the
	father of Mr. Lyu;
''Mr. Lyu''	Mr. Lyu Zhufeng (呂竹風), the chairman of the Board, an
	executive Director and the chief executive officer of the
	Company, one of the Controlling Shareholders of the
	Company and the son of Mr. Lu;
''Nomination Committee''	the nomination committee of the Company;
''PRC''	the People's Republic of China which, for the purpose of
	this circular, excludes Hong Kong, the Macau Special
	Administrative Region of the People's Republic of China
	and Taiwan;
''Repurchase Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all powers of the Company to
	repurchase the fully paid-up Shares up to 10% of the
	number of issued Shares as at the date of passing the
	relevant resolution as set out in resolution numbered 4(B)
	in the notice convening the Annual General Meeting;
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended, supplemented or
	otherwise modified from time to time;
''Share(s)''	ordinary share(s) of HK$0.1 each in the share capital of the
	Company;
''Shareholder(s)''	holder(s) of the Share(s);
''Star Lv''	Star Lv Limited, a company incorporated in the British
	Virgin Islands with limited liability on 27 June 2017 whose
	entire issued share capital is owned by Mr. Lu, and is one
	of the Controlling Shareholders of the Company;

- 3 -

	DEFINITIONS
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''Takeovers Code''	the Codes on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission of Hong
	Kong, as amended, supplemented or otherwise modified
	from time to time;
''Wind Lv''	Wind Lv Limited, a company incorporated in the British
	Virgin Islands with limited liability on 27 June 2017 whose
	entire issued share capital is owned by Mr. Lyu, and is one
	of the Controlling Shareholders of the Company;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''%''	per cent.

Reference to time and dates in this circular are to Hong Kong time and dates.

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LETTER FROM THE BOARD

UNIVERSAL STAR (HOLDINGS) LIMITED

星 宇（控 股）有限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2346)

Executive Director:	Registered office:
Mr. Lyu Zhufeng	Cricket Square
(Chairman and Chief Executive Officer)	Hutchins Drive
	P.O. Box 2681
Non-executive Director:	Grand Cayman KY1-1111
Mr. Lu Qingxing	Cayman Islands
Independent Non-executive Directors:	Principal place of business in
Mr. Yan Aru	Hong Kong:
Mr. Lee Ming Tak	Unit 702, 7/F, Cheuk Nang Centre
Mr. Tsang Chun Yiu	9 Hillwood Road
	Tsim Sha Tsui
	Kowloon
	Hong Kong
	30 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO

ISSUE AND REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

INTRODUCTION

The purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. At the Annual General Meeting, ordinary resolutions relating to, among other matters, (i) the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate to the Directors; and (ii) the re-election of retiring Directors will be proposed to seek the approval of the Shareholders.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the Annual General Meeting, the Shareholders will be asked to consider and, if thought fit, to approve the grant of the Issue Mandate to enable the Directors to exercise all the powers of the Company to allot, issue and deal with new Shares not exceeding 20% of the number of issued Shares as at the date of the passing of the relevant resolution. As at the Latest Practicable Date, the number of Shares in issue was 500,000,000. Subject to the passing of the relevant resolution, the maximum number of new Shares (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the Annual General Meeting) to be issued under the proposed Issue Mandate is 100,000,000.

Ordinary resolutions will also be proposed at the Annual General Meeting for the grant of the Repurchase Mandate to enable the Directors to exercise all the powers of the Company to repurchase Shares up to 10% of the number of issued Shares as at the date of the passing of the relevant resolution and to extend the Issue Mandate by an amount representing the aggregate number of issued Shares repurchased by the Company pursuant to the Repurchase Mandate to cover Shares repurchased by the Company.

As at the Latest Practicable Date, the aggregate number of Shares in issue was 500,000,000. Accordingly, subject to the passing of the relevant resolution and assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the Annual General Meeting, the exercise of the Repurchase Mandate in full would enable the Company to repurchase up to 50,000,000 Shares.

The Issue Mandate and the Repurchase Mandate will expire: (a) at the end of the Company's next annual general meeting following the Annual General Meeting; (b) at the end of the period within which the Company is required by applicable laws or the Articles to hold its next annual general meeting; or (c) when varied or revoked by an ordinary resolution of the Company in a general meeting prior to the next annual general meeting following the Annual General Meeting, whichever is the earliest.

The Directors wish to state that they have no immediate plan to allot and issue any new Shares pursuant to the Issue Mandate (if granted).

An explanatory statement containing information necessary to enable the Shareholders to make an informed decision on the proposed resolution for the grant of the Repurchase Mandate as required by the Listing Rules is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the Board comprises Mr. Lyu Zhufeng as the executive Director; Mr. Lu Qingxing as the non-executive Director; and Mr. Yan Aru, Mr. Lee Ming Tak and Mr. Tsang Chun Yiu as an independent non-executive Directors.

According to Article 83(3) of the Articles, any Director appointed by the Board as an addition to the existing Board shall hold office only until the first general meeting of the Company after his appointment and then be eligible for re-election.

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LETTER FROM THE BOARD

Mr. Tsang Chun Yiu was appointed as an independent non-executive Director on 30 December 2020. He is subject to retirement and re-election at the Annual General Meeting pursuant to Article 83(3) of the Articles and, being eligible, offer himself for re-election.

According to Articles 84(1) and (2) of the Articles, at each annual general meeting one- third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. Any Director appointed by the Board pursuant to Article 83(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

Accordingly, Mr. Lu Qingxing and Mr. Yan Aru will also retire and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

Brief biographical and other details of the retiring Directors offering themselves for re- election, which are required to be disclosed under the Listing Rules, are set out in Appendix II to this circular.

The Nomination Committee has reviewed the biographical information of the retiring Directors. The Nomination Committee has also assessed the independence of each of Mr. Yan Aru and Mr. Tsang Chun Yiu based on reviewing his annual written confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules and confirmed that all of them remain independent.

The Nomination Committee considered Mr. Tsang's extensive experience in accounting, finance and management, his working profile and other experience and factors are set out in Appendix II to this circular.

The Nomination Committee also considered Mr. Yan Aru's depth of knowledge and experience in Metal Materials can make valuable contributions to the Group. Mr. Yan's educational background, working profile and other experience are set out in Appendix II to this circular.

Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that all the retiring Directors stand for re-election as Directors at the Annual General Meeting.

ANNUAL GENERAL MEETING

Set out on pages 17 to 22 of this circular is a notice convening the Annual General Meeting at which, among other proposed resolutions, ordinary resolutions will be proposed to approve the following:

1. the grant of the Issue Mandate;
2. the grant of the Repurchase Mandate;

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LETTER FROM THE BOARD

1. the grant of the Extension Mandate; and
2. the re-election of retiring Directors.

If you do not intend to attend and vote at the Annual General Meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or the adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

To the best of the Directors' knowledge, information and belief, having made reasonable enquiries, the Directors confirm that no Shareholder is required to abstain from voting at the Annual General Meeting.

Your attention is drawn to the 'Precautionary Measures for the Annual General Meeting' as set out in this circular.

CLOSURE OF REGISTER OF MEMBERS

To ascertain the Shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 11 June 2021 to Friday, 18 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the entitlement to attend and vote at the Annual General Meeting, all transfer of Shares accompanied by the relevant share certificate(s) must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Thursday, 10 June 2021.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposed grant of the Issue Mandate, the Repurchase Mandate, the Extension Mandate and the re-election of retiring Directors are in the best interests of the Company and the Shareholders and recommend the Shareholders to vote for the relevant resolutions set out in the notice of the Annual General Meeting.

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LETTER FROM THE BOARD

GENERAL INFORMATION

Your attention is drawn to the additional information as set out in Appendix I and Appendix II to this circular.

MISCELLANEOUS

In case of any inconsistency between the English version and the Chinese translation of this circular, the English version shall prevail.

Yours faithfully,

On behalf of the Board

Universal Star (Holdings) Limited

Lyu Zhufeng

Chairman, CEO and Executive Director

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such a company must be fully paid up and all repurchase of shares by such a company must be approved in advance by an ordinary resolution of the shareholders, either by way of a general mandate or by specific approval of a specific transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, the Company had 500,000,000 Shares in issue.

Subject to the passing of the resolution for the grant of the Repurchase Mandate (resolution numbered 4(B) as set out in the notice convening the Annual General Meeting contained in this circular), and on the basis of 500,000,000 Shares in issue and assuming that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 50,000,000 Shares.

3. REASONS FOR REPURCHASES

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

4. FUNDING OF REPURCHASES

Repurchases must be paid out of funds legally available for the purpose and in accordance with the Articles, the Companies Law and other applicable laws of the Cayman Islands. A listed 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. Under the laws of the Cayman Islands, any repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose or, if authorised by the Articles and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be repurchased must be provided for out of profits or the share premium account of the Company or, if authorised by the Articles and subject to the Companies Law, out of capital.

- 10 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

5. IMPACT OF REPURCHASES

On the basis of the current financial position of the Company and taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2020, being the date to which the most recent published audited accounts of the Company were made up. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date were as follows:

	Trading price per Share
	Highest	Lowest
	HK$	HK$
2020
April	1.500	1.290
May	1.380	0.235
June	0.385	0.310
July	0.405	0.310
August	0.370	0.260
September	0.300	0.260
October	0.265	0.187
November	0.244	0.200
December	0.235	0.206
2021
January	0.590	0.212
February	0.475	0.315
March	0.460	0.340
April (up to and including the Latest Practicable Date)	0.420	0.340

7. EFFECT OF TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

the Shareholders' interests, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Lu, through Star Lv, owns 210,000,000 Shares, representing 42% of the total issued shares of the Company, whereas Mr. Lyu, through Wind Lv, owns 21,614,000 Shares, representing approximately 4.32% of the total issued shares of the Company. Pursuant to a deed of concert parties entered into among Mr. Lu, Mr. Lyu, Star Lv and Wind Lv, each of Mr. Lu, Mr. Lyu, Star Lv and Wind Lv is deemed or taken to be interested in 231,614,000 Shares, representing approximately 46.32% of the total issued shares of the Company. On 31 December 2020, Star Lv signed an agreement to pledge a total of 210,000,000 Shares to Wonder Rare as security for certain loan facilities provided by Wonder Rare to Star Lv. In the event that the Directors exercise in full the power to repurchase Shares which are proposed to be granted pursuant to the Repurchase Mandate, the aggregate shareholding of Star Lv and Wind Lv would be increased from 46.32% to approximately 51.47% of the total issued shares of the Company. Such increase will give rise to any mandatory general offer obligation under the Rule 26 of the Takeovers Code. Nevertheless, the Directors have no present intention to exercise the Repurchase Mandate to an extent that would cause any Shareholders or group of Shareholders acting in concert to become obligated to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any repurchase of Shares under the Repurchase Mandate.

As at the Latest Practicable Date, the Directors are not aware of any consequence which the exercise in full of the Repurchase Mandate would have under the Takeovers Code.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the previous six months up to the Latest Practicable Date.

9. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined under the Listing Rules) currently intends to sell any Shares to the Company or its subsidiaries if the Repurchase Mandate is approved at the Annual General Meeting and is exercised.

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

No core connected person (as defined under the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so if the Repurchase Mandate is approved by the Shareholders.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following sets out the information of the Directors, who will retire from office at the Annual General Meeting pursuant to the Articles and, being eligible, offer themselves for re- election.

NON-EXECUTIVE DIRECTOR

Mr. Lu Qingxing (''Mr. Lu''), aged 61, is a founder of the Group. He was appointed as the non-executive Director on 2 March 2018. Mr. Lu is also a member of the Audit Committee and Remuneration Committee. Mr. Lu is primarily responsible for participating in strategic planning and advising in significant decision-making of the Group. He graduated from Shouning Nanyang Middle School (壽寧縣南陽中學) in July 1978.

Mr. Lu has accumulated more than 23 years of experience in enterprise management and has been acting as the chairman of Ningde Xingyu Technology Co., Ltd. (寧德市星宇科技有限 公司), a wholly-owned subsidiaries of the Company, when it was first established in 2002. He was the general manager of Mindong Hongyu Metallurgical Spare Parts Co., Ltd. (閩東宏宇冶 金備件有限公司) from December 1996 to August 2008, a company established in the PRC principally engaged in the processing and sales of metallurgical machinery parts, non-ferrous metal structure, and the sales of metallurgical raw materials, building materials and automobile parts.

Mr. Lu is the father of Mr. Lyu, an executive Director, the Chairman and the chief executive officer of the Company. Mr. Lu is also a director of Star Lv, a company which has disclosable interests in the Shares under the provisions 2 and 3 of Part XV of the SFO. As at the Latest Practicable Date, each of Mr. Lyu, Mr. Lu and Wind Lv were or were deemed to be the Controlling Shareholders of the Company.

Mr. Lu has entered into a service contract with the Company for an initial fixed term of three years commencing from 16 May 2019 (i.e. the Listing Date), which can be terminated before the expiration of the term by not less than three months' notice in writing served by either party on the other. He is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles. Pursuant to the service contract, Mr. Lu is entitled to a Director's remuneration of HK$390,000 per annum, which will be reviewed and determined with reference to his duties, responsibilities, the prevailing market conditions and the recommendation of the remuneration committee of the Company (the ''Remuneration Committee'').

As at the Latest Practicable Date, Mr. Lu owned the entire issued share capital of Star Lv, which in turns held 210,000,000 Shares. By virtue of the SFO, Mr. Lu was deemed to be interested in such Shares held by Star Lv. Further, Mr. Lu, Mr. Lyu, Star Lv and Wind Lv entered into a deed of concert parties to acknowledge and confirm that they are parties acting in concert in relation to the voting rights attaching to their Shares. As such, Mr. Lu was deemed to be interested in 21,614,000 Shares which were held by Wind Lv (which is in turn held as to 100% by Mr. Lyu Zhufeng). On 31 December 2020, Star Lv signed an agreement to pledge a total of 210,000,000 Shares to Wonder Rare as security for certain loan facilities provided by Wonder Rare to Star Lv.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, as at the Latest Practicable Date, Mr. Lu did not (i) hold any directorships in other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; (iv) have any relationship with any other Directors, senior management, substantial or Controlling Shareholders (as respectively defined in the Listing Rules) of the Company; and (v) have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other information which was required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) and there was no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Lu.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Yan Aru (''Mr. Yan''), aged 49, was appointed as an independent non-executive Director on 2 April 2019. He is also the chairman of the Remuneration Committee, and a member of the Audit Committee and Nomination Committee. Mr. Yan graduated with a bachelor degree in Metal Materials and Heat Treatment (金屬材料與熱處理) from Shanxi Institute of Machinery (陝西機械學院) (currently known as Xi'an University of Technology (西安理工大學)) in July 1993. He then obtained a doctoral degree in Metal Materials and Heat Treatment (金屬材料及熱處理) from Xi'an Jiaotong University (西安交通大學) in June 1998. Subsequent to his obtaining of the doctoral degree, Mr. Yan worked as a postdoctoral researcher in condensed matter physics of the Institute of Physics of The Chinese Academy of Sciences (中國科學院物理研究所凝聚態物理學科) from August 1998 to July 2000. He then worked as a visiting scholar at Dresden Institute for Solid State and Materials Research of Germany (德國德累斯頓固體與材料研究所) from September 2000 to July 2005. Since August 2006, Mr. Yan has been serving in the rare-earth magnetic function materials laboratory (稀土 磁性功能材料實驗室) at the Ningbo Institution of Materials Technology and Engineering of the Chinese Academy of Science (中國科學院寧波材料技術與工程研究所).

Mr. Yan has been appointed as an independent director of Shenghe Resources Holding Co., Ltd (盛和資源控股股份有限公司), a company which shares are listed on Shanghai Stock Exchange (stock code: 600392) since 27 April 2016.

Mr. Yan has entered into an appointment letter with the Company for an initial fixed term of three years commencing from 16 May 2019 (i.e. the Listing Date), which can be terminated before the expiration of the term by not less than three months' notice in writing served by either party on the other. He is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles. Pursuant to the appointment letter, Mr. Yan is entitled to a Director's remuneration of HK$120,000 per annum, which will be reviewed and determined with reference to his duties, responsibilities, the prevailing market conditions and the recommendation of the Remuneration Committee.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, as at the Latest Practicable Date, Mr. Yan did not (i) hold any directorships in other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; (iv) have any relationship with any other Directors, senior management, substantial or Controlling Shareholders (as respectively defined in the Listing Rules) of the Company; and (v) have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other information which was required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) and there was no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Yan.

Mr. Tsang Chun Yiu (''Mr. Tsang''), aged 51, was appointed as an independent non- executive Director on 30 December 2020. Mr. Tsang was a chief financial officer of Nimble Holdings Company Limited (stock code: 186) (listed on the Main Board of the Stock Exchange from March 2018 to January 2021. He was a board director of Shanghai Zijiang Enterprise Group Co., Ltd. (stock code: 600210) (listed on Shanghai Stock Exchange) during the period from March 1999 to December 2006, and was a senior financial controller, chief financial officer, company secretary and authorized representative of Nature Home Holding Company Limited (stock code: 2083) (listed on the Main Board of the Stock Exchange from August 2011 to November 2015.

Mr. Tsang has more than 20 years of extensive experience in accounting and finance, and management. He is a member of the Hong Kong Institute of Certified Public Accountants, the Australian Institute of Project Management and a fellow member of the Institute of Chartered Accountant in England and Wales.

Mr. Tsang has entered into an appointment letter with the Company for a term of one year commencing from the appointment date (i.e. 30 December 2020), which can be terminated before the expiration of the term by not less than 10 days' notice in writing served by either party on the other. He is subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles. Pursuant to the appointment letter, Mr. Tsang is entitled to a Director's remuneration of HK$150,000 per annum, which determined with reference to the prevailing director's fee payable to the existing directors of the Company and reviewed by the Remuneration Committee.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Save as disclosed above, as at the Latest Practicable Date, Mr. Tsang did not (i) hold any directorships in other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; (iv) have any relationship with any other Directors, senior management, substantial or Controlling Shareholders (as respectively defined in the Listing Rules) of the Company; and (v) have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Save as disclosed above, there are no other information which was required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to (v) therein) and there was no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Tsang.

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NOTICE OF ANNUAL GENERAL MEETING

UNIVERSAL STAR (HOLDINGS) LIMITED

星 宇（控 股）有限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2346)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (''Meeting'') of Universal Star (Holdings) Limited (''Company'') will be held at Conference Room 2, Room 5906-5912, 59th Floor, The Center, 99 Queen's Road Central, Central, Hong Kong on Friday, 18 June

2021 at 3:00 p.m. to consider and, if thought fit, transact the following ordinary businesses:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors (''Directors'') and the auditor of the Company for the year ended 31 December 2020;
2. To re-elect Mr. Lu Qingxing as an non-executive Director, Mr. Yan Aru as an independent non-executive Director and Mr. Tsang Chun Yiu as an independent non- executive Director, each as a separate resolution, and to authorise the board of Directors (''Board'') to fix the remuneration of the Directors;
3. To re-appoint Moore Stephens CPA Limited as the auditor of the Company and to authorise the Board to fix its remuneration; and
4. To consider and, if thought fit, pass the following resolutions, with or without amendment, as ordinary resolutions:
5. 1. ''THAT:
   2. 1. subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.1 each in the share capital of the Company (the ''Shares''), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the expiry of the Relevant Period;
2. the aggregate number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of options granted under any share option scheme or similar arrangement adopted from time to time by the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed the aggregate of:
3. 1. 20% of the number of issued Shares on the date of the passing of this resolution; and
   2. (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate number of Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of issued Shares on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;

1. if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (c) of this resolution shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (c) of this resolution as a percentage of the total number of issued Shares at the time immediately before and after such consolidation or subdivision shall be the same; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the date of 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 expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company, the Companies Law (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time (''Companies Law'') or any other applicable law of the Cayman Islands; or
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to shareholders of the Company whose names appear on the Company's register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or in any territory outside Hong Kong, or the expense or delay that may be incurred in the determination of any such restrictions or obligations).''

1. ''THAT:
2. 1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited (''Stock Exchange''), or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (''SFC'') and the Stock Exchange for this purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. the aggregate number of Shares which may be purchased by the Company pursuant to the authority granted pursuant to paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;
   2. if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (b) of this resolution shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (b) of this resolution as a percentage of the total number of issued Shares at the time immediately before and after such consolidation or subdivision shall be the same; and
   3. for the purposes of this resolution, ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company, the Companies Law or any other applicable law of the Cayman Islands; or
      3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.''
2. ''THAT conditional on the passing of resolutions numbered 4(A) and 4(B) above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4(A) above be and is hereby extended by the addition to the aggregate number of Shares which may be allotted, issued or dealt with by the Directors pursuant to or in accordance with such mandate of an amount representing the aggregate number of Shares purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 4(B) above.''

On behalf of the Board

Universal Star (Holdings) Limited

Lyu Zhufeng

Chairman, CEO and Executive Director

Hong Kong, 30 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Registered office:	Principal place of business in Hong Kong:
Cricket Square	Unit 702, 7/F, Cheuk Nang Centre
Hutchins Drive	9 Hillwood Road
P.O. Box 2681	Tsim Sha Tsui
Grand Cayman KY1-1111	Kowloon
Cayman Islands	Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A member who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company.
2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority (if any) under which it is signed, or a certified copy of that power or authority, at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable and in any event not less than 48 hours before the time for holding the meeting or the adjourned meeting.
3. In order to the Meeting or ascertain the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, 11 June 2021 to Friday, 18 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the entitlement to attend and vote at the Meeting, all transfer of Shares accompanied by the relevant share certificate(s) must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:30 p.m. on Thursday, 10 June 2021.
4. In relation to the proposed resolution numbered 4(A) and the proposed resolution numbered 4(C) above, the approval is being sought from members as a general mandate in compliance with the Rules Governing the Listing of Securities on the Stock Exchange (''Listing Rules''). The Directors have no immediate plans to issue any new Shares.
5. In relation to the proposed resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase the securities of the Company in circumstances which they deem appropriate for the benefit of the Company and its shareholders as a whole. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of the Company dated 30 April 2021.
6. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
7. All resolutions as set out in this notice to be put to vote at the Meeting will be decided by way of poll as required under article 66(1) of the articles of association of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

1. In compliance with the Hong Kong Government's directive on social distancing, personal and environmental hygiene, and the guidelines issued by the Centre for Health Protection of the Department of Health on the prevention of coronavirus disease 2019 (''COVID-19''), the Company will implement precautionary measures at the Meeting. Shareholders are advised to read page 1 of circular of the Company dated 30 April 2021 for details of the precautionary measures and monitor the development of COVID-19. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.
2. In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly advises shareholders to appoint the chairman of the Meeting as their proxy to vote on the relevant resolution(s) as an alternative to attending the Meeting in person.
3. In case the venue is being closed on the date of Meeting due to COVID-19, the Meeting shall stand adjourned to the same day in the next week or at such other time and place as the chairman of the Meeting may determine. The Company will post an announcement on the Stock Exchange and the Company's website notifying shareholders of the date, time and place of the adjourned meeting.
4. If tropical cyclone warning signal no. 8 or above is hoisted or ''extreme conditions'' caused by super typhoons or a black rainstorm warning signal is in force at 8:30 a.m. on Friday, 18 June 2021, the Meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The Meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. Shareholders should make their own decision as to whether they would attend the Meeting under bad weather conditions and if they should choose to do so, they are advised to exercise care and caution.
5. References to time and dates in this notice are to Hong Kong time and dates.
6. As at the date of this notice, the Board comprises Mr. Lyu Zhufeng as the executive Director; Mr. Lu Qingxing as the non-executive Director; and Mr. Yan Aru, Mr. Lee Ming Tak and Mr. Tsang Chun Yiu as the independent non-executive Directors.

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