Huaxi : Circulars - PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular with the accompanying form of proxy to the purchaser or the 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.

HUAXI HOLDINGS COMPANY LIMITED

華禧控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01689)

PROPOSED GRANTING OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE SHARES AND

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page have the same meanings as defined in this circular.

A notice convening the AGM of the Company to be held at Room Unicorn and Phoenix, Basement 2, The Charterhouse Causeway Hotel, on Tuesday, 22 August 2017 at 11: 30 a.m. is set out on pages 12 to 16 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you are able to attend the 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 Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned thereof should you so wish.

25 July 2017

In this circular (other than in the notice of AGM), unless the context otherwise requires, the following expressions shall have the following meanings:

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

Letter from the Board

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

General Mandate, Repurchase Mandate and Extension Mandate ... ........ ....... ....... 4

Re-election of Retiring Directors ....... ....... ........ ....... ........ ....... ....... 5

Annual General Meeting ....... ....... ....... ........ ....... ........ ....... ....... 5

Voting by Poll . ....... ........ ....... ....... ........ ....... ........ ....... ....... 5

Closure of Register of Members . ....... ....... ........ ....... ........ ....... ....... 6

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

Responsibility Statement ....... ....... ....... ........ ....... ........ ....... ....... 6

Appendix I - Explanatory Statement on Repurchase of Shares ........ ....... ....... 7

Appendix II - Details of Directors Proposed to be Re-elected 10

Notice of Annual General Meeting 12

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

''AGM'' the annual general meeting of the Company to be held at Room Unicorn and Phoenix, Basement 2, The Charterhouse Causeway Hotel, on Tuesday, 22 August 2017 at 11: 30 a.m.;

''AGM Notice'' the notice of the AGM as set out in pages 12 to 16 of this circular;

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

''associates'' has the same meaning as defined in the Listing Rules;

''Board'' the board of Directors;

''Company'' Huaxi Holdings Company Limited, a company incorporated in Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange;

''connected person(s)'' has the same meaning as defined in the Listing Rules;

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

''Extension Mandate'' a general and unconditional mandate to the Directors to add

to the General Mandate any shares representing the number of Shares repurchased under the Repurchase Mandate

''General Mandate'' a general and unconditional mandate to be granted to the

Directors to allot, issue and otherwise deal with new share and other securities not exceeding the sum of 20% of the total number of issued Shares as at the date of passing of the relevant resolutions, and the number of Shares repurchased by the Company (if any) pursuant to the Repurchase Mandate;

''Group'' the Company and its subsidiaries;

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

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC;

''Latest Practicable Date'' 20 July 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information in this circular;

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

''Memorandum'' the memorandum of association of the Company;

''PRC'' The People's Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan;

''Repurchase Mandate'' a general and unconditional mandate to the Directors to

exercise the power of the Company to repurchase Shares in issue up to a maximum of 10% of the total number of issued Shares as at the date of passing of the relevant resolutions;

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

''Share(s)'' ordinary share(s) of HK$0.01 each in the share capital of the Company;

''Share Repurchase Code'' the Hong Kong Code on Share Repurchases issued by the

Securities and Futures Commission in Hong Kong;

''Share Option'' share option granted on 15 January 2015 under the Share Option Scheme adopted on 14 November 2013;

''Shareholder(s)'' holder(s) of (a) Share(s);

''Stock Exchange'' The Stock Exchange of Hong Kong Limited;

''substantial shareholders'' has the same meaning as defined in the Listing Rules; ''Takeovers Code'' The Hong Kong Codes on Takeovers and Mergers; ''%'' per cent.