Allan International : Proposals for Granting of General Mandates to Issue and Buy Back Shares, Re-election of Directors and Notice of Annual General Meeting

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.

(Incorporated in Bermuda with limited liability)

A notice convening an annual general meeting of the Company to be held at 3:45 p.m. on 15 August 2017 at World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong is set out on pages 12 to 16 of this circular. A form of proxy is also enclosed.

If you are not able to attend and vote at the annual general meeting, you are requested to complete the enclosed proxy form and return it to the office of the branch share registrar of the Company in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the annual general meeting or any adjourned meeting should you so wish.

14 July 2017

Page

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

General Mandates to Issue and Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

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

"AGM" the annual general meeting of the Company to be held at World Trade Centre Club Hong Kong, 38th Floor, World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on 15 August 2017 at 3:45 p.m., to consider and, if appropriate, to approve the Ordinary Resolutions, or any adjournment thereof;

"AGM Notice" the notice of the AGM despatched to the Shareholders together with this circular;

"associate" has the same meaning ascribed in the Listing Rules;

"Benchmarked Price" a price which is the higher of:

1. the closing price of the Shares as stated in the Stock Exchange's daily quotations sheet on the date of signing of the agreement to which the transaction relates; and

2. the average closing price of the Shares as stated in the Stock Exchange's daily quotations sheets for the five trading days immediately preceding the earlier of:

3. the date of signing of the agreement to which the transaction relates;

4. the date on which the relevant transaction is announced; and

5. the date on which the price of the Shares to be issued pursuant to the transaction is fixed;

"Board" the board of Directors;

"Bye-laws" the bye-laws of the Company;

"Company" Allan International Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange (Stock Code: 684);

"connected person" has the same meaning ascribed in the Listing Rules;

"Director(s)" the director(s) of the Company;

"Group" the Company and its subsidiaries;

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

"Issue Mandate" a general mandate granted to the Directors at the annual general meeting of the Company held on 18 August 2016 to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at 18 August 2016;

"Latest Practicable Date" 11 July 2017, being the latest practicable date prior to the

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

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

"Ordinary Resolutions" the ordinary resolutions to be proposed and passed at the

AGM as set out in the AGM Notice;

"Proposed Share Buy-back Mandate"

a general mandate proposed to be granted to the Directors at the AGM to buy back Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting the Proposed Share Buy-back Mandate;

"Share Buy-back Mandate" a general mandate granted to the Directors at the annual

general meeting of the Company held on 18 August 2016 to buy back of Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at 18 August 2016;

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended from time to time;

"Share(s)" ordinary share(s) of HK$0.10 each in the capital of the Company or if there has been a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, share(s) forming part of the ordinary share capital of the Company;

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

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"subsidiary" has the same meaning ascribed in the Listing Rules;

"Takeovers Code" The Code on Takeovers and Mergers approval by the Securities and Futures Commission as amended from time to time; and

"HK$" and "cents" Hong Kong dollars and cents, the lawful currency of Hong Kong.

"%" per cent