Morris : (1) GENERAL MANDATES FOR THE REPURCHASE OF SHARES AND THE ISSUE OF SHARES (2) RE-ELECTION OF DIRECTORS (3) DECLARATION AND PAYMENT OF FINAL DIVIDEND AND (4) NOTICE OF ANNUAL GENERAL MEETING (ENGLISH VERSION)

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in Morris Holdings Limited (the ''Company''), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

MORRIS HOLDINGS LIMITED

慕 容 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1575)

1. GENERAL MANDATES FOR THE REPURCHASE OF SHARES AND THE ISSUE OF SHARES
2. 1. 1. RE-ELECTIONOF DIRECTORS
   2. DECLARATION AND PAYMENT OF FINAL DIVIDEND AND
   3. 1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the ''Annual General Meeting'') to be held at Conference Room, No. 500 Youquan Road, Haining City, Jiaxing City, Zhejiang Province, China on Thursday, 10 October 2019 at 10 a.m. is set out in Appendix III of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of the Company (www.morrisholdings.com.hk) and on the website of the Stock Exchange (www.hkexnews.hk). If you intend to appoint proxy(ies) to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, 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. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish.

5 September 2019

		CONTENTS
			Page
Definitions . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	- Explanatory Statement on the Shares Repurchase Mandate . . . . . . .	8
Appendix II	- Details of the Directors to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix III	- Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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DEFINITIONS

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

''Annual General Meeting''	the annual general meeting of the Company to be held at
	Conference Room, No. 500 Youquan Road, Haining City,
	Jiaxing City, Zhejiang Province, China on Thursday, 10
	October 2019 at 10 a.m. or any adjournment thereof, the
	notice of which is set out in Appendix III of this circular
''Articles of Association'' or	the articles of association of the Company as amended,
''Articles''	supplemented and otherwise modified from time to time
''Board''	the board of Directors
''Company''	Morris Holdings Limited (慕容控股有限公司) (formerly
	known as Teagle Holdings Limited (天鷹控股有限公司)),
	an exempted company incorporated under the laws of the
	Cayman Islands with limited liability on 18 December 2013
	and registered as a non-Hong Kong company under Part 16
	of the Companies Ordinance on 17 March 2016, whose
	Shares are listed on the Main Board of the Stock Exchange

''Director(s)''

''General Mandate''

''Group'' ''HK$'' ''Hong Kong''

''Latest Practicable Date''

the director(s) of the Company

a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with Shares not exceeding 20% of the total number of the Shares in issue as at the date of passing of the relevant resolutions granting such mandate

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

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

30 August 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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

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DEFINITIONS

''Morris PRC''

''PRC''

''SFO''

''Share(s)''

''Shareholder(s)''

''Shares Repurchase Mandate''

''Stock Exchange''

''Takeovers Code''

''%''

• For identification purpose only.

慕容集團有限公司 (Morris Group Co., Ltd,*) (formerly known as 海寧蒙努集團有限公司 (Haining Mengnu Group Co., Ltd,.*)), a company established in the PRC with limited liability on 26 June 2001 and owned as to 85% by Mr. Zou Gebing (鄒格兵) (our chairman, chief executive officer of the Company and executive Director) and 15% by Ms. Wu Xiangfei (鄔向飛) (the spouse of Mr. Zou Gebing)

the People's Republic of China, excluding (except where the context requires) Hong Kong, Macau Special Administrative Region of the People's Republic of China and Taiwan

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time

ordinary shares in the share capital of the Company of US$0.001 each

holder(s) of the Share(s)

a general and unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to exercise the power of the Company to repurchase such number of Shares up to 10% of the aggregate total number of Shares in issue as at the date of passing the relevant resolution granting such mandate

The Stock Exchange of Hong Kong Limited

the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission as amended, supplemented or otherwise modified from time to time

per cent.

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LETTER FROM THE BOARD

MORRIS HOLDINGS LIMITED

慕 容 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1575)

Executive Directors:	Registered Office:
Mr. Zou Gebing	Cricket Square
(Chairman and chief executive officer)	Hutchins Drive
Mr. Wu Yueming	P.O. Box 2681
Mr. Zeng Jin	Grand Cayman KY1-1111
Mr. Shen Zhidong	Cayman Islands
Independent Non-Executive Directors:	Headquarters in PRC:
Mr. Pang Wing Hong	No. 500 Youquan Road
Mr. Chu Guodi	Haining Economic
Mr. Liu Haifeng	Development Zone
	Zhejiang Province, PRC
	Principal place of business
	in Hong Kong:
	Unit 2001, 20/F, Citicorp Centre
	18 Whitfield Road, Causeway Bay
	Hong Kong
	5 September 2019
To the Shareholders
Dear Sir or Madam,

1. GENERAL MANDATES FOR THE REPURCHASE OF SHARES AND THE ISSUE OF SHARES
2. 1. 1. RE-ELECTIONOF DIRECTORS
   2. DECLARATION AND PAYMENT OF FINAL DIVIDEND AND
   3. 1. NOTICE OF ANNUAL GENERAL MEETING

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