Pou Sheng International : PROPOSAL FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE NEW SHARES, AND TO REPURCHASE SHARES 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 Pou Sheng International (Holdings) Limited, you should at once hand this circular and the accompanying form of proxy 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 the 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.

POU SHENG INTERNATIONAL (HOLDINGS) LIMITED

寶 勝 國 際（ 控 股 ）有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 3813)

PROPOSAL FOR

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES,

AND TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of this cover page shall have the respective meanings as those defined in the section headed "Definitions" of this circular.

A notice convening the Annual General Meeting to be held at 10:00 a.m. on Friday, 28 May 2021 at 22nd Floor, C-Bons International Center, 108 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong is set out on pages 14 to 18 in this circular. If you are not able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office 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 possible but in any event not less than 48 hours before the time appointed for holding such meeting or its adjournment. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or its adjournment should you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see pages i and ii of this circular for measures being taken to prevent and control the spreading of the Pandemic at the AGM, including:

• compulsory temperature checks
• compulsory submission of health declaration forms
• compulsory wearing of surgical face masks
• no distribution of corporate gifts and no refreshment will be served

Any person who does not comply with the precautionary measures, at the Company's discretion to the extent permitted by law, will be denied entry into and asked to leave the AGM venue. The Company requires attendees to wear surgical face masks at all times during the AGM and 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.

23 April 2021

CONTENTS

This circular is prepared in both English and Chinese. In the event of any inconsistency, the English text of this circular will prevail.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing Pandemic and recent guidelines or regulations for prevention and control of its spread, the Company will implement the following precautionary measures at the AGM 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 37.3 degrees Celsius or have any symptoms of Pandemic will be denied entry into the AGM venue and 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 health declaration form containing their names and contact details, and confirming that they have (a) not travelled to, or to their best of knowledge, had no close contact with any person who has recently travelled to, any countries or areas outside of Hong Kong at any time in the preceding 14 days; (b) not lived/resided/stayed in a building with confirmed/probable case of the Pandemic within 14 days as published by the Centre for Health Protection; and (c) not required to undergo Pandemic testing pursuant to a compulsory testing notice or direction, or had undergone Pandemic testing pursuant to a compulsory testing notice or direction and the result is negative. Any person who does not comply with this requirement will be denied entry into the AGM venue and be required to leave the AGM venue.
3. The Company requires attendees to wear surgical face masks inside the AGM venue at all times, and to maintain a safe distance between seats.
4. No corporate gifts will be distributed and no refreshment will be served.

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

Pursuant to the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Chapter 599G of the Laws of Hong Kong) (the "Regulation"), in the case of group gatherings of more than 20 persons for shareholders' meetings, the participants are required to be separated in different rooms or partitioned areas of not more than 20 persons each. The Hong Kong Government will review the social distancing measures in place from time to time in accordance with the development of the Pandemic in Hong Kong. The number of participants allowed in a shareholders' meeting will be subject to the latest amendments to the Regulation (which may be announced by the Hong Kong Government from time to time).

In the interest of all stakeholders' health and safety and consistent with the recent Pandemic guidelines or regulations 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 forms of proxy with voting instructions 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.

i

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The form of proxy is enclosed with this circular. Alternatively, the form of proxy can be downloaded from the "Investor Relation" section of the Company's website at www.pousheng.com. 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.

Subject to the development of the Pandemic, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the Company's website for further announcements and updates on the AGM arrangements.

If Shareholders choose not to attend the AGM in person and have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, they are welcome to contact the Company via investor relations department of the Company as follows:

Investor Relations

E-mail: investor@pousheng.com

Tel: 852 3182 5800

Fax: 852 3182 5808

If Shareholders have any questions relating to the AGM, please contact Computershare Hong Kong Investor Services Limited, the Company's branch share registrar and transfer office as follows:

Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor

Hopewell Centre

183 Queen's Road East

Wanchai, Hong Kong

E-mail: hkinfo@computershare.com.hk

Tel: 852 2862 8555

Fax: 852 2865 0990

ii

DEFINITIONS

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

1

2

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

3

LETTER FROM THE BOARD

POU SHENG INTERNATIONAL (HOLDINGS) LIMITED

寶 勝 國 際（ 控 股 ）有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 3813)

PROPOSAL FOR

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE NEW SHARES,

AND TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM for the approval of, inter alia:

1. re-electionof retiring Directors; and
2. the grant to the Directors of the Shares Issue Mandate to issue new Shares, the extension of Shares Issue Mandate and the Repurchase Mandate to repurchase Shares.

4

LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 87 of the Bye-laws, Mr. Lee, Shao-Wu, Mr. Hsieh, Wuei-Jung and Mr. Feng Lei Ming will retire as Directors by rotation and, being eligible, will offer themselves for re-election as Directors at the AGM.

The Nomination Committee, having reviewed the Board's composition, nominated Mr. Lee, Shao-Wu, Mr. Hsieh, Wuei-Jung and Mr. Feng Lei Ming to the Board for it to recommend to Shareholders for re-election at the AGM. Mr. Feng Lei Ming who is the member of the Nomination Committee abstained from voting on his nomination at the Nomination Committee meeting.

The nominations were made in accordance with the Nomination Policy for Directors and the measurable objectives criteria (including but not limited to gender, age, cultural and educational background, professional experiences, skills, knowledge and length of service) with regard for the benefits of diversity, as set out under the Board Diversity Policy. The Nomination Committee had also taken into account the respective overall contributions (including the attendance of meetings and level of participation and performance on Board, etc.) of Mr. Lee, Shao-Wu, Mr. Hsieh, Wuei- Jung and Mr. Feng Lei Ming for the Board and Board committee responsibilities and their commitment to their roles; and the factors in connection with Mr. Hsieh, Wuei-Jung and Mr. Feng Lei Ming's independence as set out in Rule 3.13 of the Listing Rules and their respective confirmation that each of them meets these independence criteria. (Information of the Directors' attendance record at Board/committee/general meetings is disclosed in the 2020 annual report of the Company).

With the nomination by the Nomination Committee and after taking into account all of the factors set forth above, as well as others, the Board recommended the retiring Directors, Mr. Lee, Shao-Wu, Mr. Hsieh, Wuei-Jung and Mr. Feng Lei Ming to stand for re-election as Directors at the AGM. As a good corporate governance practice, each of the retiring Directors abstained from voting at the relevant Board meeting on respective propositions of their recommendations for re-election by the Shareholders.

Pursuant to Rule 13.74 of the Listing Rules, particulars of Mr. Lee, Shao-Wu, Mr. Hsieh, Wuei-Jung and Mr. Feng Lei Ming are set out in Appendix I to this circular.

GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 29 May 2020, the Directors were granted a general mandate to allot and issue new Shares and a general mandate to repurchase Shares. These mandates will expire at the conclusion of the AGM. The Directors propose to seek the approval of the Shareholders at the AGM for the grant of:

1. the Shares Issue Mandate to allot, issue and deal with new Shares up to a maximum of 20% of number of the Shares in issue as at the date of passing of relevant resolution;
2. the Repurchase Mandate to repurchase Shares up to a maximum of 10% of number of the Shares in issue as at the date of passing of relevant resolution; and

5

LETTER FROM THE BOARD

1. subject to passing of ordinary resolutions to grant the Shares Issue Mandate and the Repurchase Mandate, an extension of the Shares Issue Mandate to extend the Shares Issue Mandate by including the number of Shares repurchased under the Repurchase Mandate.

The explanatory statement to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution concerning the Repurchase Mandate as required by the Listing Rules is set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is set out on pages 14 to 18 of this circular.

ACTION TO BE TAKEN

A form of proxy be used at the Annual General Meeting is enclosed herewith. If you are not able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed on it and return it to the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof, as the case may be. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting, or its adjournment should you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.

VOTING BY POLL

Pursuant 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 resolutions as set out in the notice convening the AGM will be voted by poll and, after being verified by the scrutineer, the results of the poll will be published in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATIONS

The Directors consider that the re-election of retiring Directors, the grant of the Shares Issue Mandate, the Repurchase Mandate and the extension of Shares Issue Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting as set out in the notice of Annual General Meeting on pages 14 to 18 of this circular.

6

LETTER FROM THE BOARD

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 contained herein misleading.

Yours faithfully,

For and on behalf of

Pou Sheng International (Holdings) Limited

Wu, Pan-Tsu

Chairman

7

APPENDIX I PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Pursuant to the Listing Rules, the details of the Directors who will retire at the AGM according to the Bye-laws and will be proposed to be re-elected at the AGM are provided below:

Mr. LEE, Shao-Wu

LEE, Shao-Wu, aged 57, has been an executive Director since February 2017. He is also the chief executive officer of the Company and a member of the Disclosure Committee. He once was the acting chief executive officer of the Company during the period from February to March 2017. Mr. Lee is also a director of certain subsidiaries of the Company. He holds a Master of International Business Administration degree granted by Chinese Culture University in Taiwan and a Bachelor of Mechanical Engineering degree granted by National Central University in Taiwan. Mr. Lee was the managing director of Barits Securities (HK) Ltd before he joined InfoVision Optoelectronics (Kunshan) Co., Ltd., a TFT-LCD panel manufacturer in China, as chief financial officer and vice president of administration center in 2004. Mr. Lee was an executive director of Yue Yuen and the head of strategic investment of PCC.

As at the Latest Practicable Date, within the meaning of Part XV of the SFO, Mr. Lee personally held (1) 78,000 shares of Yue Yuen; (2) 75,000 awarded shares of Yue Yuen granted to him pursuant to the share award scheme of Yue Yuen, which are subject to certain vesting conditions, remain unvested; (3) 2,700,000 Shares; and (4) 2,300,000 awarded Shares granted to him pursuant to the share award scheme of the Company, which are subject to certain vesting conditions, remain unvested.

Save as disclosed above, Mr. Lee (1) did not hold any other directorship in other listed public companies in the past three years; (2) does not have any other relationship with any other director, senior management or substantial or controlling shareholder of the Company; (3) is not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO; and (4) does not hold any other position with the Company or any of its subsidiaries.

Under the service agreement dated 4 December 2019, Mr. Lee has been appointed as an executive Director for a period of three years expiring on 5 February 2023. Mr. Lee is entitled to (1) a salary of HK$1,200,000 per annum; (2) (if and only if so determined by the Board) a year-end bonus of an amount being payable in cash, shares or otherwise, to be determined by the Board and decided by a resolution on which a majority in number of the members of the Board; and (3) participate in the Company's, its subsidiary's or its holding company's share option, share award or other equity award or subscription scheme which may be adopted from time to time, to be determined by the Board with reference to his responsibilities and prevailing market practices, subject to annual review by the recommendation of the Remuneration Committee and decision by a majority in number of the members of the Board. His appointment is subject to retirement by rotation in accordance with the Bye-laws and the Listing Rules at such time as may be required by resolution of the Board. Either Mr. Lee or the Company may terminate the appointment by giving at least three months' prior notice in writing. Mr. Lee received HK$1,112,437.79 as aggregate salary, was granted with share awards comprising 1,500,000 Shares on 31 March 2020 subject to certain vesting conditions pursuant to the share award scheme of the Company and did not receive any bonus for the year ended 31 December 2020.

Save as disclosed above, there is no other information relating to Mr. Lee which is required to be disclosed under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Lee.

8

APPENDIX I PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Mr. HSIEH, Wuei-Jung

HSIEH, Wuei-Jung, aged 69, has been an independent non-executive Director and the chairman of the Remuneration Committee since March 2013. He received a Bachelor of Science degree in Nuclear Engineering from the National Tsing Hua University, Taiwan in 1973 and a Master degree of Business Administration, Finance from National Taiwan University in 1977. Mr. Hsieh started his career at Bank of America, National Trust and Savings Association, Taipei Branch (renamed to Bank of America N.A. Taipei Branch) as account officer in 1978 and later was promoted to vice president and country banking head respectively. He was a vice president and chief finance officer of Vanguard International Semiconductor Corporation, a member of the compensation committee of Motech Industries, Inc., and an independent director, the chairman of the audit committee and a member of the compensation committee of Anpec Electronics Corporation, the shares of these three companies are traded on TPEx. Mr. Hsieh currently serves as an independent director, the chairman of the audit committee and a member of the compensation committee of the board of Xintec Inc. (the shares of the company are traded on TPEx).

As at the Latest Practicable Date, Mr. Hsieh is not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Hsieh (1) did not hold any other directorship in other listed public companies in the past three years; (2) does not have any other relationship with any other director, senior management or substantial or controlling shareholder of the Company; (3) is not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO; and (4) does not hold any other position with the Company or any of its subsidiaries.

Under his appointment letter (as supplemented), Mr. Hsieh has been appointed as an independent non-executive Director for a period of three years expiring on 25 March 2022. Mr. Hsieh is entitled to a Director's fee of HK$300,000 per annum and to participate in the Company's, its subsidiary's or its holding company's share option, share award or other equity award or subscription scheme which may be adopted from time to time, to be determined by the Board with reference to his responsibilities and prevailing market practices, subject to annual review by the recommendation of the Remuneration Committee and decision by a majority in number of the members of the Board. His appointment is subject to retirement by rotation in accordance with the Bye-laws and the Listing Rules at such time as may be required by resolution of the Board. Either Mr. Hsieh or the Company may terminate the appointment by giving at least three months' prior notice in writing. Mr. Hsieh received HK$300,000 as aggregate Director's fee for the year ended 31 December 2020.

Save as disclosed above, there is no other information relating to Mr. Hsieh which is required to be disclosed under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Hsieh.

9

APPENDIX I PARTICULARS OF RETIRING DIRECTORS SUBJECT TO RE-ELECTION

Mr. FENG Lei Ming

FENG Lei Ming, aged 63, has been an independent non-executive Director, a member of the Audit Committee and a member of the Nomination Committee since September 2018. He holds a Master of Business Administration degree granted by the University of Memphis in Tennessee of the United States. Mr. Feng has extensive experience in the Hong Kong securities industry. He is currently the managing director of Pro-Health (China) Co., Ltd., a director and the legal representative of Pro-Health (Beijing) Biotech Co., Ltd., and a vice-president of Beijing Association of Taiwan Investment Enterprises. He was a responsible officer of Ablelink Capital Limited and an independent non-executive director of Symphony Holdings Limited, a public listed company in Hong Kong.

As at the Latest Practicable Date, Mr. Feng is not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Feng (1) did not hold any other directorship in other listed public companies in the past three years; (2) does not have any other relationship with any other director, senior management or substantial or controlling shareholder of the Company; (3) is not interested or deemed to be interested in any Shares or underlying Shares within the meaning of Part XV of the SFO; and (4) does not hold any other position with the Company or any of its subsidiaries.

Under his appointment letter dated 28 September 2018, Mr. Feng has been appointed as an independent non-executive Director for a period of three years expiring on 29 September 2021. Mr. Feng is entitled to a Director's fee of HK$300,000 per annum and to participate in the Company's, its subsidiary's or its holding company's share option, share award or other equity award or subscription scheme which may be adopted from time to time, to be determined by the Board with reference to his responsibilities and prevailing market practices, subject to annual review by the recommendation of the Remuneration Committee and decision by a majority in number of the members of the Board. His appointment is subject to retirement by rotation in accordance with the Bye-laws and the Listing Rules at such time as may be required by resolution of the Board. Either Mr. Feng or the Company may terminate the appointment by giving at least three months' prior notice in writing. Mr. Feng received HK$300,000 as aggregate Director's fee for the year ended 31 December 2020.

Save as disclosed above, there is no other information relating to Mr. Feng which is required to be disclosed under rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of Mr. Feng.

10

APPENDIX II EXPLANATORY STATEMENT OF THE SHARE REPURCHASE MANDATE

This appendix contains information required under the Listing Rules to be included in an explanatory statement to accompany the notice of the Annual General Meeting at which a resolution is to be proposed in relation to the repurchase by the Company of its own Shares. Its purpose is to provide Shareholders with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution approving the Repurchase Mandate at the AGM.

REPURCHASE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to approve the Repurchase Mandate. Under the Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the number of shares of the Company in issue on the date the resolution granting the Repurchase Mandate is passed. As at the Latest Practicable Date, there were an aggregate of 5,356,847,615 Shares in issue. Subject to the passing of the proposed ordinary resolution for the approval of the Repurchase Mandate and assuming that none of the outstanding share options of the Company is exercised pursuant to the Share Option Scheme, no further Shares are issued and no Shares are bought back and cancelled after the Latest Practicable Date and up to the date of passing the relevant resolution, prior to the date of the Annual General Meeting, this would accordingly allow the Company under the Repurchase Mandate to repurchase a maximum of 535,684,761 Shares. The Repurchase Mandate will end on the earliest of (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required to be held by the Bye-laws or any applicable laws of Bermuda; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company.

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarised below:

1. Shareholders' approval

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of general mandate or by specific approval of a specific transaction. The Shares to be repurchased must be fully paid up.

1. Source of funds

Repurchases must be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association and Bye-laws and the applicable laws in Bermuda. 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 from time to time.

It is presently proposed that any repurchase of Shares would be made out of capital paid up on the Shares, funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose and, in the case of any premium payable on such repurchase, from funds of the Company otherwise available for dividend or distribution or from the Company's share premium account.

11

APPENDIX II EXPLANATORY STATEMENT OF THE SHARE REPURCHASE MANDATE

There might be a material adverse impact on the working capital requirements of the Company or the gearing position (as compared with the position disclosed in the audited financial statements of the Company set out in the Company's annual report for the year ended 31 December 2020) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing positions which in the opinion of the Directors are from time to time appropriate for the Company.

1. Reasons for repurchases

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and 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 at the relevant time having regard to the circumstances then prevailing.

1. General

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates have any present intention to sell any Shares to the Company or its subsidiaries if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make purchases pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Bermuda. The Directors wish to state that they have no immediate plan to buy back any Shares pursuant to the Repurchase Mandate.

If, as a result of any 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, depending on the level of increase of such Shareholders' interest, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, nor has he/she/it undertaken not to do so if the Repurchase Mandate is approved by the Shareholders.

12

APPENDIX II EXPLANATORY STATEMENT OF THE SHARE REPURCHASE MANDATE

REPURCHASE OF SHARES

The Company did not repurchase any of its shares listed and traded on the Stock Exchange or any of its subsidiaries purchase or sell any of such shares in the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

PRICES OF THE SHARES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the twelve months immediately prior to the Latest Practicable Date were as follows:

• Up to and including the Latest Practicable Date

13

NOTICE OF ANNUAL GENERAL MEETING

POU SHENG INTERNATIONAL (HOLDINGS) LIMITED

寶 勝 國 際（ 控 股 ）有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 3813)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Pou Sheng International (Holdings) Limited (the "Company" and "AGM", respectively) will be held at 22nd Floor, C-Bons International Center, 108 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Friday, 28 May

2021 at 10:00 a.m. for the following purposes:

As ordinary business

1. To receive, consider and adopt the audited financial statements and the reports of the directors and the independent auditor of the Company for the year ended 31 December 2020.
2. (a) To re-elect Mr. Lee, Shao-Wu as an executive director of the Company.
3. 1. To re-elect Mr. Hsieh, Wuei-Jung as an independent non-executive director of the Company.
   2. To re-elect Mr. Feng Lei Ming as an independent non-executive director of the Company.
   3. To authorise the board of directors of the Company (the "Board") to fix the directors' remuneration for the year ending 31 December 2021.
4. To re-appoint Deloitte Touche Tohmatsu as the independent auditor of the Company to hold office until the conclusion of next AGM and authorise the Board to fix its remuneration.

14

NOTICE OF ANNUAL GENERAL MEETING

As special business

To consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

4A. "THAT:

1. subject to paragraph (c) below and in substitution for all previous authorities given by the Company, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the "Shares") and to make or grant offers, agreements, options and other rights, or issue other securities including bonds, debentures and notes convertible into Shares, which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements, options and other rights, or issue other securities, which would or might require the exercise of such powers after the end of the Relevant Period (as defined below);
3. the aggregate number of Shares allotted or to be allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or the exercise of the subscription rights under the share option scheme of the Company, shall not exceed 20% of the aggregate number of the Shares in issue at the date of passing of this resolution and the said approval shall be limited accordingly; and
4. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
5. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or

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NOTICE OF ANNUAL GENERAL MEETING

1. the expiry of the period within which the next annual general meeting of the Company is required to be held under the laws of Bermuda or the Bye-laws of the Company or any applicable laws to be held; or
2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares, or an offer of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject in all cases 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 or any recognised regulatory body or any stock exchange in, any territory outside Hong Kong Special Administrative Region of the People's Republic of China)."

4B. "THAT:

1. the exercise by the directors of the Company (the "Directors") during the Relevant Period (as defined below) of all powers of the Company to purchase the shares of the Company (the "Shares"), subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
2. the aggregate number of Shares purchased or agreed conditionally or unconditionally to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10% of the aggregate number of the Shares in issue as at the date of passing of this resolution and the said approval be limited accordingly; and
3. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
4. 1. the conclusion of the next annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or
   2. the expiry of the period within which the next annual general meeting of the Company is required to be held under the laws of Bermuda or the Bye-laws of the Company 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."

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NOTICE OF ANNUAL GENERAL MEETING

4C. "THAT conditional upon the ordinary resolution designated "4B" in this notice of general meeting being passed (with or without amendments), the general mandate granted to the Directors of the Company to issue, allot and deal with any additional Shares pursuant to ordinary resolution designated "4A" above be and is hereby extended by the addition thereto of the total number of Shares which may be purchased by the Company under the authority granted pursuant to ordinary resolution designated "4B" above, provided that such number of Shares so purchased shall not exceed 10% of the total number of Shares in issue as at the date of passing of this resolution."

By Order of the Board

Wu, Pan-Tsu

Chairman

Hong Kong, 23 April 2021

Principal Place of Business:

22nd Floor, C-Bons International Center,

108 Wai Yip Street,

Kwun Tong, Kowloon, Hong Kong

Notes:

1. For the purpose of ascertaining entitlement to attend and vote at the AGM (the "Entitlement to AGM"), the register of members of the Company (the "Register of Members") will be closed from Monday, 24 May 2021 to Friday, 28 May 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office 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 no later than 4:30 p.m. on Friday, 21 May 2021. The record date for Entitlement to AGM will be Friday, 28 May 2021.
2. A member entitled to attend and vote at the AGM by the above notice is entitled to appoint another person as his proxy to attend and vote on his behalf. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a member of the Company. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is appointed.
3. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of attorney or authority, must be deposited at the office of the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
4. Where there are joint holders of any Share, any one of such persons may vote at the AGM either personally or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the AGM personally or by proxy, the vote of the senior 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 such joint holding.
5. A form of proxy for use in connection with the AGM is enclosed.

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NOTICE OF ANNUAL GENERAL MEETING

1. If a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 7:00 a.m. and 5:00 p.m. on the date of the AGM, the AGM will be postponed and Members will be informed of the date, time and venue of the postponed AGM by a supplementary notice, posted on the respective website(s) of the Company and Hong Kong Exchanges and Clearing Limited.
   If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is cancelled at or before 7:00 a.m. on the date of the AGM and where conditions permit, the AGM will be held as scheduled.
   The AGM will be held as scheduled when an amber or red rainstorm warning signal is in force.
   After considering their own situations, Members should decide whether they would attend the AGM under bad weather condition and if they do so, they are advised to exercise care and caution.
2. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the Board comprises:

Executive Directors

Mr. Wu, Pan-Tsu (Chairman) and Mr. Lee, Shao-Wu (Chief Executive Officer)

Non-executive Directors

Ms. Tsai Patty, Pei Chun and Mr. Li I-nan

Independent Non-executive Directors

Mr. Chen, Huan-Chung, Mr. Hsieh, Wuei-Jung and Mr. Feng Lei Ming

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