Modern Beauty Salon : PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

9415ad84-21fd-41f3-bb77-bfce112e20c4.pdf If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 MODERN BEAUTY SALON HOLDINGS LIMITED, you should at once hand this circular and the accompanying form of proxy to the purchaser or 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, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

MODERN BEAUTY SALON HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 919) PROPOSALS FOR RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Modern Beauty Salon Holdings Limited to be held at 9/F., Gloucester Tower, The Landmark, 15 Queen's Road Central, Hong Kong, on Friday, 26 August 2016 at 11:00 a.m., is set out on pages 14 to 18 of this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to Modern Beauty Salon Holdings Limited's 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 not less than 48 hours before the time of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

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

26 July 2016

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

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

Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

General mandates to issue and repurchase shares . . . . . . . . . . . . . . . . . . . . . . 4

AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Responsibility Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Appendix I - Information on the Retiring Directors Proposed for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Appendix II - Explanatory Statement for the Repurchase Mandate 10 Notice of the Annual General Meeting 14

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

"2015 Extension Mandate" the general and unconditional mandate granted to the

Directors to extend the 2015 Issue Mandate granted to the Directors by adding to it an amount of the nominal value of the share capital of the Company not exceeding the aggregate nominal value of the Shares purchased pursuant to the 2015 Repurchase Mandate

"2015 Issue Mandate" the general and unconditional mandate granted to the

Directors to allot, issue and otherwise deal with Shares up to a maximum of 20% of the aggregate nominal value of the share capital of the Company in issue as at 26 August 2015

"2015 Repurchase Mandate" the general and unconditional mandate granted to the

Directors to repurchase up to a maximum of 10% of the aggregate nominal value of the share capital of the Company in issue as at 26 August 2015

"AGM" the annual general meeting of the Company to be held at 9/F., Gloucester Tower, The Landmark, 15 Queen's Road Central, Hong Kong, on Friday, 26 August 2016 at 11:00 a.m.

"AGM Notice" the notice convening the AGM

"Articles" the Articles of Association of the Company

"Board" the board of directors of the Company

"Companies Law" the Companies Law of the Cayman Islands

"Company" Modern Beauty Salon Holdings Limited, a company incorporated in the Cayman Islands with limited liability on 19 August 2005, the shares of which are listed on the Stock Exchange

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

"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 during the relevant period

"Group" the Company and its subsidiaries

"Issue Mandate" the general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with new Shares not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the resolution granting such mandate

"Latest Practicable Date" 19 July 2016, being the latest practicable date prior to

the printing of this circular for the purpose of ascertaining certain information contained herein

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

"Repurchase Mandate" the general and unconditional mandate proposed to

be granted to the Directors to exercise all the powers of the Company to purchase Shares up to a maximum of 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the resolution granting such mandate

"Retiring Directors" the Directors who shall retire at the AGM and, being

eligible, offer themselves for re-election at the AGM in accordance with the Articles of Association

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

"Share(s)" ordinary share(s) of nominal value HK$0.10 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 Code on Takeovers and Mergers

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"%" per cent