China Ting : (1) PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES (2) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND (3) 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, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

CHINA TING GROUP HOLDINGS LIMITED

華 鼎 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3398)

1. PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND
3. 1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 27/F, King Palace Plaza, 55 King Yip Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 3 June 2021 at 10 : 30 a.m. is set forth in Appendix III to this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the annual general meeting (i.e. not later than Tuesday, 1 June 2021 at 10 : 30 a.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see the attached document for measures being taken to try to prevent and control the spread of the Coronavirus at the Annual General Meeting, including:

. compulsory temperature checks

. compulsory health declarations

. compulsory wearing of surgical face masks

. no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company reminds Shareholders that they may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

30 April 2021

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing Novel Coronavirus (COVID-19) epidemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
2. All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration from confirming their names and contact details, and confirming that they have not travelled to, or to their best of knowledge had physical contact with any person who has recently travelled to any countries or areas outside of Hong Kong (as per guidelines issued by the Hong Kong government at www.chp.gov.hk) at any time in the preceding 14 days. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue;
3. Attendees must wear surgical face masks inside the AGM venue at all times, and maintain a safe distance between seats. Any person who does not comply with this requirement may be denied entry into the AGM venue or be required to leave the AGM venue; and
4. No refreshments will be served, and there will be no corporate gifts.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using the form(s) of proxy with voting instruction inserted, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The form of proxy is attached to this circular. Alternatively, the form of proxy can be downloaded from the Company's website. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

If Shareholders have any questions relating to the AGM, please contact Computershare Hong Kong Investor Services Limited, the Company's Branch Share Registrar in Hong Kong as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre

183 Queen's Road East

Wanchai, Hong Kong

Website: http://www.computershare.com/hk/contact

Tel: (852) 2862 8555

Fax: (852) 2865 0990

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CONTENTS

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CONTENTS

Page

APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

1. LISTING RULES RELATING TO THE REPURCHASE

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DEFINITIONS

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

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DEFINITIONS

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DEFINITIONS

''Takeovers Codes'' means the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong as amended or supplemented from time to time; and

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EXPECTED TIMETABLE

Despatch of this circular and the AGM Notice . . . . . . . . . . . . . . Friday, 30 April 2021

Latest time for lodging transfer forms of Shares to qualify for entitlements to attend and vote

at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 : 30 p.m. on Friday, 28 May 2021

Closure of Register of Members for the purpose of Determining the voting rights for the AGM

(both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . from Monday, 31 May 2021 to Thursday, 3 June 2021

Latest time for lodging forms of proxy for

the AGM (in any event not less than 48 hours before the time appointed for holding the AGM or

any adjournment thereof) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 : 30 a.m. on Tuesday, 1 June 2021

Date and time of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 : 30 a.m. on Thursday, 3 June 2021

Notes:

1. All dates and time set out in this circular refer to Hong Kong dates and time.
2. Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate and in accordance with the Listing Rules.

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LETTER FROM THE BOARD

CHINA TING GROUP HOLDINGS LIMITED

華 鼎 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3398)

1. PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND
3. 1. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect

of the Share Issue Mandate, the Share Repurchase Mandate, the proposed re-election of the retiring Directors and to seek your approval of the resolutions relating to these matters at the AGM.

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LETTER FROM THE BOARD

2. SHARE ISSUE MANDATE

At the annual general meeting of the Company held on 30 June 2020, a general mandate was granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares not exceeding 419,963,600 Shares representing 20% of the total number of Shares in issue as at that date. Such mandate will lapse at the conclusion of the forthcoming AGM.

At the AGM, the Ordinary Resolution no. 4(A) will therefore be proposed for the Shareholders to consider and, if thought fit, approve a new general mandate to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares during the period as set out in the Ordinary Resolution no. 4(A) of up to 20% of the total number of Shares in issue as at the date of passing the Ordinary Resolution no. 4(A). In addition, Ordinary Resolution no. 4(C) will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the number of Shares repurchased by the Company under the authority of the Share Repurchase Mandate, if granted.

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,099,818,000 fully paid up Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Issue Mandate, the maximum number of Shares which may be issued pursuant to the Share Issue Mandate on the date of passing the resolution approving the Share Issue Mandate will be 419,963,600 Shares.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in the Ordinary Resolutions nos. 4(A) and 4(C) as referred to in the AGM Notice. These mandates will expire upon the earliest of:

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 by the Articles, or any other applicable laws to be held; and
3. the date on which the authority given under the Ordinary Resolutions nos. 4(A) and 4(C) respectively is revoked or varied by an ordinary resolution of the Shareholders.

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LETTER FROM THE BOARD

3. SHARE REPURCHASE MANDATE

At the annual general meeting of the Company held on 30 June 2020, a general mandate was also granted to the Directors to exercise the powers of the Company to repurchase Shares on the Stock Exchange of up to 209,981,800 Shares, representing 10% of the total number of Shares in issue as at that date. Such mandate will lapse at the conclusion of the forthcoming AGM.

At the AGM, the Ordinary Resolution no. 4(B) will therefore be proposed for the Shareholders to consider and, if thought fit, approve a new general mandate to be granted to the Directors to exercise the powers of the Company to repurchase Shares during the period as set out in the Ordinary Resolution no. 4(B) of up to 10% of the total number of Shares in issue as at the date of passing the Ordinary Resolution no. 4(B). The Shares which may be repurchased pursuant to the Share Repurchase Mandate is up to 10% of the total number of Shares in issue on the date of passing the resolution approving the Share Repurchase Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,099,818,000 fully paid up Shares. Assuming that there is no change in the issued share capital of the Company between the period from the Latest Practicable Date and the date of passing the resolution approving the Share Repurchase Mandate, the maximum number of Shares which may be repurchased pursuant to the Share Repurchase Mandate will be 209,981,800 Shares.

An explanatory statement as required under Rule 10.06 of the Listing Rules, giving certain information regarding the Share Repurchase Mandate, is set out in Appendix I to this circular. The Share Repurchase Mandate will expire upon the earliest of:

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 convened under the Articles, or any other applicable laws to be held; and
3. the date on which the authority given under the Ordinary Resolution no. 4(B) is revoked or varied by an ordinary resolution of the Shareholders.

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LETTER FROM THE BOARD

4. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 87 of the Articles, the following Directors, namely, Mr. DING Jianer, Mr. CHEUNG Ting Yin, Peter and Mr. WONG Chi Keung will retire at the AGM and, being eligible, would offer themselves for re-election. Details of such retiring Directors proposed to be re-elected at the AGM are set forth in Appendix II to this circular.

Mr. WONG Chi Keung is holding other listed company directorships as set out in his biographical information set out in Appendix II to this circular and has been serving as the independent non-executive Director for more than 9 years, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee has reviewed the composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skill and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's board diversity policy and the Company's corporate strategy, and the independence of Mr. WONG Chi Keung. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the aforesaid independent non-executive Director who is due to retire at the Annual General Meeting. The Board accepted the recommendations made by the Nomination Committee and considers that Mr. WONG Chi Keung is independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Board, therefore, considers him to be independent and believes that he should be re-elected.

5. AGM

Set out in Appendix III to this circular is the AGM Notice convening the AGM at which, among other things, resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the Share Issue Mandate, the Share Repurchase Mandate, the extension of the Share Issue Mandate and the re-election of retiring Directors.

6. PROXY ARRANGEMENT

A form of proxy for the AGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, at the Registrar at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM (i.e. not later than Tuesday, 1 June 2021 at 10 : 30 a.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

7. CLOSURE OF REGISTER OF MEMBERS

The Register of Members will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021, both days inclusive, during which period no transfer of Shares will be effected in order to determine the entitlement to attend and vote at the AGM. All share transfers accompanied by the relevant share certificates, must be lodged with the Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4 : 30 p.m. on Friday, 28 May 2021 for such purpose.

8. VOTING BY WAY OF A POLL

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all proposed resolutions of the Company put to vote at the AGM will be taken by way of poll.

The poll results will be published on the Stock Exchange's website and the Company's website after the conclusion of the AGM.

9. RECOMMENDATION

The Directors are of the opinion that the grant of the Share Issue Mandate and the Share Repurchase Mandate, the extension of the Share Issue Mandate, and the re-election of the retiring Directors are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolutions to be proposed at the AGM.

10. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this circular misleading.

Yours faithfully

For and on behalf of the Board

TING Man Yi

Chairman

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This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Share Repurchase Mandate for your consideration.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies with a primary listing on the main board of the Stock Exchange to purchase their securities subject to certain restrictions.

2. SHAREHOLDERS' APPROVAL

All proposed repurchases of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval for a particular transaction.

3. THE REPURCHASE PROPOSAL

The resolution set out as Ordinary Resolution No. 4(B) relates to the granting of a general and unconditional mandate to the Directors to repurchase on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by The Securities and Futures Commission of Hong Kong, Shares up to a maximum of 10% of the total number of Shares in issue as at the date of the passing of the resolution.

As at the Latest Practicable Date, there were 2,099,818,000 Shares in issue. Subject to the passing of the resolution granting the Share Repurchase Mandate at the AGM and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed under the Share Repurchase Mandate to repurchase a maximum of 209,981,800 Shares during the period ending on the earliest of the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles to be held; and the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

4. REASONS FOR REPURCHASE

Although the Directors have no present intention of repurchasing the Shares, they believe that it is in the interests of the Company and the Shareholders for the Directors to have a general authority from the Shareholders to enable the Company to repurchase Shares of the Company on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

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5. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company, the Articles and the applicable laws and regulations of the Cayman Islands.

It is presently proposed that any purchase of the Shares would be made out of profits of the Company or the proceeds of a fresh issue made for the purchase or subject to the Companies Laws, out of capital provided that on the day immediately following the date of repurchase the Company is able to pay its debts as they fall due in the ordinary course of business.

As compared with the financial position of the Company as at 31 December 2020 (being the date of its latest audited accounts), the Directors consider that there is no material adverse impact on the working capital or gearing position of the Company if the Share Repurchase Mandate is exercised in full during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or the gearing level of the Company (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICE

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

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7. GENERAL INFORMATION AND UNDERTAKINGS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company or any of its subsidiaries, if the Share Repurchase Mandate is approved by the Shareholders.

No core connected person has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, to exercise the Share Repurchase Mandate in accordance with the Listing Rule, all the applicable laws of the Cayman Islands, and the regulations set out in the memorandum of association of the Company and the Articles.

8. SHARE REPURCHASE MADE BY THE COMPANY

There was no repurchase by the Company, or any of its subsidiaries, of any listed securities of the Company during the six months prior to the Latest Practicable Date.

9. TAKEOVERS CODES

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 of voting rights for the purposes of Rule 32 of the Takeovers Codes.

Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.

As at the Latest Practicable Date, Longerview Investments Limited, being the substantial Shareholder (as defined in the Listing Rules) of the Company, together with its associates, was beneficially interested in 1,490,000,000 Shares representing approximately 70.96% of the issued share capital of the Company. In the event that the Directors exercise the Share Repurchase Mandate in full in accordance with the terms of the Ordinary Resolution no. 4(B) to be proposed at the AGM, the interests of Longerview Investments Limited, together with its associates, in the Company would be increased to approximately 78.84% of the issued share capital, which will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Codes but will reduce the amount of Shares held by the public to below 25% of the total number of issued Shares of the Company.

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The Directors have no intention to exercise the Share Repurchase Mandate to such extent as would result in the amount of Shares being held by the public to fall below 25% of the total issued share capital of the Company nor to the extent that would result in an obligation to make a mandatory offer under Rule 26 of the Takeovers Codes. Save as the above, the Directors are not aware of any consequences which would arise under the Takeovers Codes as a consequence of any repurchases pursuant to the Share Repurchase Mandate.

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

1. MR. DING JIANER

Executive Director

Experience

Mr. DING Jianer (''Mr. DING''), aged 61, is an executive Director of the Group. Mr. DING joined the Group in October 1996 when he was first involved in the management and business operations of Shenzhen Fuhowe Fashion Company Limited. He has considerable experience in the silk garment manufacturing business, with focus on various specific areas ranging from the operations of weaving plants, sales and marketing to printing and dyeing and is responsible for the Group's fabric research and development along with innovative techniques.

Save as disclosed above, Mr. DING does not (i) hold any other positions within the Group, (ii) has no other major appointments and professional qualifications, and

1. did not hold any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

The renewed term of service of Mr. DING is 3 years commencing from 18 November 2020. The term of office of Mr. DING shall continue after the expiration of the initial term until at least 6 months' prior written notice or payment of 6 months' salary in lieu of such notice by either Mr. DING or the Company to terminate the same.

Relationships

Mr. DING is the younger brother of Mr. TING Man Yi and the elder brother of Mr. TING Hung Yi, both are the executive Directors, and the younger brother of Ms. DING Yinger, the general manager (finance) of the Group in China. Mr. DING holds the entire issued share capital in Willport Investments Limited which holds 18.0% of the issued share capital of Longerview Investments Limited. Longerview Investments Limited holds 70.96% of the issued share capital of the Company as at the Latest Practicable Date.

Save as disclosed above, Mr. DING has no relationship with any Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) of the Company.

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Interests in Shares

As at the Latest Practicable Date, Mr. DING, through Willport Investments Limited and Longerview Investments Limited, was interested in 1,490,000,000 Shares and is a controlling Shareholder (as defined in the Listing Rules) of the Company.

Save as disclosed above, so far as the Directors are aware of, as at the Latest Practicable Date, Mr. DING does not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Directors' emoluments

Under the renewed service contract entered into between Mr. DING and the Company on 18 November 2020, Mr. DING is currently entitled to an annual salary of HK$2,130,000 (subject to annual review by the remuneration committee of the Board and any annual increment shall not be more than 15% of the annual salary for the immediately preceding year). In addition, Mr. DING may also be entitled to a management bonus of such amount by reference to the net profits in respect of each complete financial year of the Company during which his appointment hereunder subsists, provided that the aggregate amount of the management bonus payable to all members of the Board (other than the independent non-executive Directors of the Company) in respect of any financial year of the Group shall not exceed 4% of the net profits for the relevant financial year.

The Company's policies concerning remuneration of the Directors are as follows:

1. the amount of remuneration is determined by the remuneration committee of the Board on the basis of the relevant Director's experience, responsibility, workload and the time devoted to the Group;
2. non-cashbenefits may be provided to the Directors under their remuneration arrangement; and
3. the Directors may be granted, at the discretion of the Board with the endorsement of the remuneration committee of the Board, options pursuant to the share option scheme adopted by the Company, as part of their remuneration package.

Matters that need to be brought to the attention of the Shareholders

Save as disclosed above, there are no other matters concerning Mr. DING that need to be brought to the attention of the Shareholders in relation to his re-election and there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

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1. MR. CHEUNG TING YIN, PETER Executive Director

Experience

Mr. CHEUNG Ting Yin, Peter (''Mr. CHEUNG''), aged 57, is an executive Director of the Company and the managing director of China Ting Garment Mfg (Group) Limited and Concept Creator Fashion Limited. He is also a director of certain subsidiaries of the Group. Mr. CHEUNG has extensive experience in the garment and textile industry and joined the Group in January 2000, and oversees the Group's sales and marketing teams. Mr. CHEUNG obtained a Bachelor of Arts (cum laude) Degree from the University of Washington in 1987, and a Master's Degree in Business Administration from Simon Fraser University in 1990. Mr. CHEUNG was admitted as a member of the Golden Key National Honor Society and Phi Beta Kappa in 1986 and 1988, respectively.

Save as disclosed above, Mr. CHEUNG does not (i) hold any other positions within the Group, (ii) has no other major appointments and professional qualifications, and (iii) did not hold any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

The renewed term of service of Mr. CHEUNG is 3 years commencing from 18 November 2020. The term of office of Mr. CHEUNG shall continue after the expiration of the initial term until at least 6 months' prior written notice or payment of 6 months' salary in lieu of such notice by either Mr. CHEUNG or the Company to terminate the same.

Relationships

Mr. CHEUNG has no relationship with any Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

So far as the Directors are aware of, as at the Latest Practicable Date, Mr. CHEUNG does not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

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Directors' emoluments

Under the renewed service contract entered into between Mr. CHEUNG and the Company on 18 November 2020, Mr. CHEUNG is currently entitled to an annual salary of HK$1,534,000 payable in thirteen equal monthly payments (subject to annual review by the remuneration committee of the Board and any annual increment shall not be more than 15% of the annual salary for the immediately preceding year). In addition, Mr. CHEUNG may also be entitled to a management bonus of such amount by reference to the net profits in respect of each complete financial year of the Company during which his appointment hereunder subsists, provided that the aggregate amount of the management bonus payable to all members of the Board (other than the independent non-executive Directors of the Company) in respect of any financial year of the Group shall not exceed 4% of the net profits for the relevant financial year.

Please refer to the sub-paragraph headed ''Directors' emoluments'' under the paragraph headed ''A. Mr. DING Jianer'' above in this Appendix for the Company's policies concerning remuneration of the Directors.

Matters that need to be brought to the attention of the Shareholders

Save as disclosed above, there are no other matters concerning Mr. CHEUNG that need to be brought to the attention of the Shareholders in relation to his re-election and there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

1. MR. WONG CHI KEUNG Independent non-executive Director
   Experience

Mr. WONG Chi Keung (''Mr. WONG''), aged 66, was appointed as an independent non-executive Director in November 2005. He is also the chairman of the audit committee and the remuneration committee of the Company. Mr. WONG holds a master's degree in business administration from the University of Adelaide in Australia. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, The Association of Chartered Certified Accountants and CPA Australia, an associate member of The Institute of Chartered Secretaries and Administrators and The Chartered Institute of Management Accountants. Mr. WONG is also the Responsible Officer of CASDAQ International Capital Market (HK) company Limited and is licensed to carry out certain regulated activities under the Securities and Futures Ordinance namely asset management and advising on securities.

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Mr. WONG has over 40 years of experience in finance, accounting and management, and was, for over 10 years, an executive director, deputy general manager, group financial controller and company secretary of Yuexiu Property Company Limited (formerly known as Guangzhou Investment Company Limited, stock code: 0123), a company listed on the Stock Exchange. He is also an independent non-executive director and a member of the audit committee of Asia Orient Holdings Limited (stock code: 0214), Asia Standard International Group Limited (stock code: 0129), Century City International Holdings Limited (stock code: 0355), Changyou Alliance Group Limited (formerly known as Fortunet e-Commerce Group Limited, stock code: 1039), Golden Eagle Retail Group Limited (stock code: 3308), Paliburg Holdings Limited (stock code: 0617), Regal Hotels International Holdings Limited (stock code: 0078), Yuan Heng Gas Holdings Limited (formerly known as Ngai Lik Industrial Holdings Limited, stock code: 0332), Zhuguang Holdings Group Company Limited (stock code: 1176), Asia Standard Hotel Group Limited (stock code: 0292) and Guoan International Limited (stock code: 0143), which are all listed on the Stock Exchange. Mr. WONG was also an independent non-executive director of TPV Technology Limited, which was listed on the Stock Exchange until its withdrawal from listing effective on 14 November 2019.

Mr. WONG had also been an independent non-executive director of (i) Nickel Resources International Holdings Company Limited (''Nickel Resources'') (delisted) from 2 May 2005 to 20 February 2020; (ii) China Shanshui Cement Group Limited (''China Shanshui'') (stock code: 691) from 2 February 2016 to 23 May 2018; (iii) Imperial Pacific International Holdings Limited (formerly known as First Natural Foods Holdings Limited, ''FNF'') (stock code: 1076) from 26 November 2007 to 21 November 2013; and (iv) Fresh Express Delivery Holdings Group Co., Limited (formerly known as FU JI Food and Catering Services Holdings Limited, ''Fu Ji'') (stock code: 1175) from 22 November 2004 to 24 June 2011 respectively, details of which are set out as follows:

1. Based on the information published by Nickel Resources, Nickel Resources was incorporated in the Cayman Islands with limited liability whose shares were listed on the Stock Exchange until the listing was cancelled with effect from 14 February 2020. Nickel Resources, together with its subsidiaries, were principally engaged in the manufacturing, sub-contracting and sale of iron and steel products in the People's Republic of China (the ''PRC'') and the trading of ore. According to Mr. WONG, a winding-up order was made against Nickel Resources on 31 March 2020 pursuant to a petition filed against Nickel Resources on 15 August 2019 in connection with a creditor demanding Nickel Resources to repay the total sums of US$2,160,024.92 and GBP44,600.49 (being the outstanding principals and the accrued interests).

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1. Based on the information published by China Shanshui, China Shanshui was incorporated in the Cayman Islands with limited liability whose shares are listed on the Stock Exchange, and is principally engaged in the manufacture and trading of cement, clinker and related products as well as the manufacture and sales of construction materials and chemical materials and products. On 2 June 2017, Asia Cement Corporation, a shareholder of China Shanshui, and certain of its subsidiaries (collectively, the ''ACC Group'') presented a petition to the High Court of Hong Kong (the ''High Court'') against, among others, China Shanshui, its then and former directors (including Mr. WONG), Tianrui (International) Holding Company Limited (''Tianrui'', a shareholder of China Shanshui) and Tianrui Group Company Limited (''Tianrui Group'', the holding company of Tianrui) (collectively, the ''Respondents''), alleging, inter alia, that the Respondents have conspired with one another and caused China Shanshui to perform misconduct which directly/indirectly benefit Tianrui, and further asserting breaches of the Listing Rules, the Takeovers Codes and fiduciary duties. On 6 September 2017, China Shanshui was served with a writ of summons filed in the Grand Court of the Cayman Islands (the ''Grand Court'') in which the ACC Group sought to bring a derivative action on behalf of China Shanshui, naming Tianrui Group and the then and former directors and officers of China Shanshui (including Mr. WONG) as defendants, alleging, inter alia, misconduct of the then and former directors of China Shanshui (including Mr. WONG) as well as breaches of the Listing Rules, the Takeovers Codes and fiduciary duties. On 30 August 2018, Tianrui presented a petition seeking to wind up China Shanshui before the Grand Court and asking the court to appoint official liquidators (the ''Cayman Petition''). Tianrui filed a further application on 6 September 2018 for the appointment of joint provisional liquidators over China Shanshui (the ''JPL Application''). Pursuant to an order made by the Grand Court dated 19 October 2018 (the ''Grand Court's Order''), the Cayman Petition was struck out and the JPL Application was dismissed. On 8 November 2018, Tianrui filed a notice of appeal with the Court of Appeal of the Cayman Islands (the ''Cayman Court of Appeal'') seeking, among other things, to set aside the Grand Court's Order. During the appeal hearing from 14 to 16 January 2019 in the Cayman Court of Appeal, Tianrui withdrew the JPL Application. On 16 January 2019, the Cayman Court of Appeal allowed the appeal and set aside the Grand Court's Order. As a result, the Cayman Petition was reinstated and will be returned to the Grand Court which will set down directions for the further conduct of the proceedings. Separately on 31 August 2018, Tianrui issued a winding up petition against China Shanshui in the High Court to commence an ancillary liquidation in respect of the Cayman Petition (the ''Hong Kong Petition''). The Hong Kong Petition was later withdrawn on 23 October 2018. On the other hand, on 29 March 2019, China Shanshui together with certain of its subsidiaries commenced action in the High Court against, among others, its then and former directors (including Mr. WONG), Tianrui and Tianrui Group in connection with alleged unlawful means conspiracy by acting in

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combination and in concert with one another with respect to breaches of fiduciary and other duties, dishonest assistance and/or criminal intimidation and violence, as well as various breaches of duties as directors and/or officers of China Shanshui. As of the date hereof, and according to the announcements of China Shanshui, there was no material development of the above proceedings. According to Mr. WONG, he denies all the allegations against him and is seeking legal advice with a view to vigorously defend the allegations and the proceedings. Mr. WONG is of the view that those allegations and proceedings against him are of no reasonable basis and he strictly reserves all his rights.

1. Based on the information published by FNF, FNF was incorporated in Bermuda with limited liability whose shares are listed on the Stock Exchange. At the material times, FNF was principally engaged in the processing and trading of food products, mainly including frozen and functional food products. On 6 January 2009, FNF presented a winding up petition to the High Court and provisional liquidators were appointed. As at the date of the said petition, the total amount of outstanding bank loans was approximately HK$235 million, excluding a disputed claim arising from a notice of early termination of a USD interest rate swap agreement served by a commercial bank with a carrying amount exceeding US$15.9 million. The winding up petition against FNF was then dismissed and the provisional liquidators were discharged pursuant to an order granted by the High Court on 4 September 2012, and trading in the shares of FNF on the Stock Exchange was resumed on 6 September 2012.
2. Based on the information published by Fu Ji, Fu Ji was incorporated in the Cayman Islands with limited liability whose shares are listed on the Stock Exchange. At the material times, Fu Ji was principally engaged in provision of catering services and sales of convenience food products and other related businesses in the PRC. On 19 October 2009, Fu Ji presented a winding up petition to the High Court and provisional liquidators were appointed. As disclosed in the announcement of Fu Ji dated 30 October 2009, the financial position of Fu Ji had been deteriorating rapidly and the primary purpose of the appointment of the provisional liquidators was generally to preserve its assets and to act in the interests of the general body of its creditors. The winding up petition against Fu Ji was then dismissed and the provisional liquidators were discharged pursuant to an order granted by the High Court on 2 July 2013, and trading in the shares of Fu Ji on the Stock Exchange was resumed on 8 July 2013.

Save as disclosed above, Mr. WONG does not (i) hold any other positions within the Group, (ii) has no other major appointments and professional qualifications, and

1. did not hold any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

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Length of service

The renewed term of service of Mr. WONG pursuant to the letter of appointment entered into with the Company is 3 years commencing from 18 November 2020.

During the term of appointment, either Mr. WONG or the Company may terminate the term of appointment by giving the other at least 3 months' written notice by Mr. WONG to terminate the same. The Company may at any time by summary notice in writing terminate the same if Mr. WONG commits any breach of any of his material obligations and/or undertakings under the letter of appointment or commits an act of bankruptcy or commits any act which would under any applicable laws, permit the Company to terminate his appointment.

The Company has received from Mr. WONG his annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules Mr. WONG has served on the Board as an independent non-executive Director for more than nine years and, during such tenure, he has given independent guidance and advice to the Company. Mr. WONG has not engaged in any executive management of the Company and its subsidiaries. Taking into consideration his records of independence during his term of service, the Directors consider Mr. WONG to be independent under the Listing Rules despite the fact that he has served the Company for more than nine years.

Relationships

Mr. WONG has no relationship with any Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As at the Latest Practicable Date, Mr. WONG was interested in 1,000,000 Shares of the Company.

Save as disclosed above, so far as the Directors are aware of, as at the Latest Practicable Date, Mr. WONG does not have any interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

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Directors' emoluments

Under the renewed letter of appointment entered into between Mr. WONG and the Company on 18 November 2020, Mr. WONG is currently entitled to director's fees in the sum of HK$30,000 per month or such higher sum as the remuneration committee of the Company may from time to time decide.

Please refer to the sub-paragraph headed ''Directors' emoluments'' under the paragraph headed ''A. Mr. DING Jianer'' above in this Appendix for the Company's policies concerning remuneration of the Directors.

Matters that need to be brought to the attention of the Shareholders

Save as disclosed above, there are no other matters concerning Mr. WONG that need to be brought to the attention of the Shareholders in relation to his re-election and there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

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CHINA TING GROUP HOLDINGS LIMITED

華 鼎 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3398)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of China Ting Group Holdings Limited (the ''Company'') will be held at 27/F, King Palace Plaza, 55 King Yip Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 3 June 2021 at 10 : 30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited financial statements and the reports of the directors of the Company (the ''Directors'') and the auditors of the Company (the ''Auditors'') for the year ended 31 December 2020.
2. (A) (i) To re-elect Mr. DING Jianer as an executive Director.
3. 1. 1. To re-elect Mr. CHEUNG Ting Yin, Peter as an executive Director.
      2. To re-elect Mr. WONG Chi Keung as an independent non-executive Director.
   2. To authorise the board (the ''Board'') of Directors to determine the remuneration of the Directors.
4. To re-appoint the Auditors and authorise the Board to fix their remuneration.

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As special businesses, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

4. (A) ''THAT:

1. subject to paragraph (iii) of this resolution, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue or otherwise deal with additional shares in the share capital of the Company or securities convertible into shares of the Company or options, warrants or similar rights to subscribe for shares or such convertible securities and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and the same is hereby generally and unconditionally approved;
2. the approval in paragraph (i) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities convertible into shares) and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate number of the shares of the Company 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 paragraph (i) of this resolution, otherwise than by way of (a) a Rights Issue (as hereinafter defined); or (b) the exercise of or the grant of any option under any share option scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association (the ''Articles'') of the Company in force from time to time, shall not exceed 20% of the total number of the issued shares of the Company as at the date of passing of this resolution and the said approval be limited accordingly; and

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1. for the purpose of this resolution:
2. 1. ''Relevant Period'' means the period from 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 by the Articles or any applicable laws to be held; or
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.
   3. ''Rights Issue'' means an offer of shares in the share capital of the Company or an offer or issue of warrants or options or similar instruments to subscribe for shares in the share capital of the Company open for a period fixed by the Directors to 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 in the Company (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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any stock exchange applicable to the Company).''

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1. ''THAT:
2. 1. subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the share capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (the ''Securities and Futures Commission'') and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
   2. the number of issued shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (i) of this resolution during the Relevant Period shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and
   3. for the purpose of this resolution:
      ''Relevant Period'' means the period from 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 by the Articles or any applicable laws to be held; or
      3. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.''
3. ''THAT conditional upon resolutions nos. 4(A) and 4(B) above being passed, the general mandate granted to the Directors of the Company to allot, issue or otherwise deal with additional shares pursuant to resolution no. 4(A) be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares which may be repurchased by the Company under the authority granted pursuant to resolution no. 4(B).''

By Order of the Board

CHENG Ho Lung, Raymond

Company Secretary

Hong Kong, 30 April 2021

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Notes:

1. A form of proxy for the annual general meeting of the Company to be held on Thursday, 3 June 2021 is enclosed.
2. Any member entitled to attend and vote at the annual general meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the annual general meeting of the Company. A proxy need not be a member of the Company.
3. In order to be valid, the form of proxy completed in accordance with the instructions set out therein, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy of that power or authority) must be deposited to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting of the Company (i.e. not later than Tuesday, 1 June 2021 at 10 : 30 a.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the proxy form will not preclude a member from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.
4. In case of joint holders of any share, any one of such joint holders may vote at the annual general meeting of the Company, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting in person or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
5. The register of members of the Company will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021, both days inclusive, during which period no transfer of shares will be registered in order to determine the entitlement to attend and vote at the annual general meeting of the Company. All share transfers accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4 : 30 p.m. on Friday, 28 May 2021 for such purpose.
6. A circular containing, inter alia, details of the proposed general mandates to issue and repurchase shares of the Company, and information of the retiring directors of the Company who are proposed to be re-elected at the annual general meeting, will be despatched to the shareholders of the Company on 30 April 2021.
7. As at the date of this notice, the executive Directors are Mr. TING Man Yi (Chairman), Mr. TING Hung Yi (Chief Executive Officer), Mr. DING Jianer and Mr. CHEUNG Ting Yin, Peter, and the independent non-executive Directors are Mr. CHENG Chi Pang, Mr. WONG Chi Keung and Mr. LEUNG Man Kit.

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