Chow Tai Fook Jewellery : Notice of Annual General Meeting and Proposals for Re-election of Directors and General Mandates to Issue and Repurchase Shares

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 securities dealer licensed under the Securities and Futures Ordinance, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in Chow Tai Fook Jewellery Group Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

周 大福珠寶集團有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 1929

NOTICE OF ANNUAL GENERAL MEETING AND

PROPOSALS FOR RE-ELECTION OF DIRECTORS AND

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The notice convening the AGM is set out on pages 5 to 9 of this circular.

Whether you are able to attend the AGM or not, you are requested to complete and sign the accompanying proxy form in accordance with the instructions printed on it and return it to the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible, and in any event so that it is received not less than 48 hours before the time appointed for the meeting or any adjourned meeting (as the case may be). Submission of a proxy form will not preclude you from attending and voting in person at the meeting (or any adjourned meeting thereof) should you so wish.

15 June 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Business of Annual General Meeting 10

Appendix I - Re-Election of Directors 14

Appendix II - Explanatory Statement on Repurchase Mandate 19

Appendix III - Voting Information 23

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

''2017 Annual Report'' the annual report for the year ended 31 March 2017 of

the Company;

''AGM'' the annual general meeting of the Company to be held at Meeting Room S221, Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Wednesday, 26 July 2017 at 12: 00 noon, or, where the context so admits, any adjournment thereof;

''Articles of Association'' the articles of association of the Company;

''Board'' the board of directors of the Company;

''Company'' Chow Tai Fook Jewellery Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, whose shares are listed on the Main Board of the Stock Exchange (stock code: 1929);

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

''Group'' the Company and its subsidiaries from time to time;

''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 at the AGM to allot, issue and deal with Shares of up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate;

''Latest Practicable Date'' 9 June 2017, being the latest practicable date prior to

the printing of this circular for ascertaining certain information referred to in this circular;

''Listing Rules'' the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

''Repurchase Mandate'' a general mandate proposed to be granted to the

Directors at the AGM to repurchase 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 such mandate;

''SFO'' the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

''Share(s)'' ordinary share(s) of par value of HK$1.00 each in the share capital of the Company;

''Shareholder(s)'' holder(s) of Shares;

''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 in Hong Kong;

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong; and

''%'' per cent.

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