Kiu Hung International : (1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; (3) RATIFICATION OF THE DECREASE IN AUTHORISED SHARE CAPITAL AND (4) 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 Kiu Hung International Holdings Limited (the ''Company''), you should at once hand this circular and 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.

Kiu Hung International Holdings Limited

僑 雄 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)

(Stock Code: 00381)

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
2. 1. PROPOSED RE-ELECTION OF DIRECTORS;
   2. RATIFICATION OF THE DECREASE IN

AUTHORISED SHARE CAPITAL

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Harbour Plaza Room I, B1/F, Harbour Plaza, North Point, 665 King's Road, North Point, Hong Kong on Friday, 4 June 2021 at 10:30 a.m. is set out on pages 14 to 17 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than Wednesday, 2 June 2021 at 10:30 a.m. (Hong Kong time) or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company on 5 May 2021.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish. Delivery of an instrument appointing a proxy shall not preclude you from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed revoked.

5 May 2021

	CONTENTS
		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Ratification of the decrease in authorised share capital relating to
special resolutions passed on 9 April 2020
which confirmed the capital reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	- Explanatory Statement for the Repurchase Mandate . . . . . . . . . . . . . .	8
Appendix II	- Details of Directors proposed to be re-elected at the AGM . . . . . . . .	11
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

- i -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be convened
	and held at Harbour Plaza Room I, B1/F, Harbour Plaza,
	North Point, 665 King's Road, North Point, Hong Kong on
	Friday, 4 June 2021 at 10:30 a.m. to consider and, if
	thought fit, approve, among other things, the proposed grant
	of the General Mandate and the Repurchase Mandate; and
	the proposed re-election of Directors;
''Board''	the board of Directors;
''Bye-Laws''	the Bye-Laws of the Company (Bermuda), being effective
	as of 26 August 2020;
''Company''	Kiu Hung International Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability
	and continued in Bermuda with limited liability and the
	issued Shares of which are listed on the main board of the
	Stock Exchange;
''close associate(s)''	has the meaning ascribed to this term under the Listing
	Rules;
''connected person''	has the same meaning ascribed to this term in the Listing
	Rules;
''Director(s)''	the directors of the Company from time to time;
''General Mandate''	the general mandate proposed to be granted to the Directors
	at the AGM to issue further new Shares not exceeding 20%
	of the issued shares of the Company as at the date of
	granting of the General Mandate;
''Group''	the Company and all of its subsidiaries from time to time;
''Hong Kong''	the Hong Kong Special Administrative Region of the
	People's Republic of China;
''Latest Practicable Date''	4 May 2021, 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 (as amended from time to time);

- 1 -

	DEFINITIONS
''PRC''	the People's Republic of China (for the purpose of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Region and Taiwan);
''Repurchase Mandate''	the repurchase mandate proposed to be granted to the
	Directors at the AGM to repurchase up to 10% of the issued
	shares of the Company as at the date of granting of the
	Repurchase Mandate;
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
''Share(s)''	ordinary share(s) of HK$0.01 each in the share capital of
	the Company;
''Shareholder(s)''	holder(s) of the Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''substantial shareholder(s)''	has the same meaning ascribed to this term in the Listing
	Rules;
''Takeovers Code''	the Hong Kong Code on Takeovers and Mergers;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong; and
''%''	per cent.

- 2 -

LETTER FROM THE BOARD

Kiu Hung International Holdings Limited

僑 雄 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)

(Stock Code: 00381)
Executive Directors:	Registered office:
Mr. Zhang Qijun (Chairman)	Zuill Corporate Services
Mr. Chen Jian	(Bermuda) Limited
Mr. Liu Mingqing	Continental Buildings
	25 Church Street
Independent non-executive Directors:	Hamilton HM 12
Mr. Wang Xiao Ning	Bermuda
Mr. Cheng Ho On
Mr. Kong Chun Wing	Head office and principal place of
Mr. Lai Chi Yin, Samuel	business in Hong Kong:
Ms. Chen Yuxin	Flat E, 20th Floor
	Lucky Plaza
	315-321 Lockhart Road
	Wan Chai
	Hong Kong
	5 May 2021
To the Shareholders
Dear Sir or Madam,

1. PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
2. 1. PROPOSED RE-ELECTION OF DIRECTORS;

1. RATIFICATION OF THE DECREASE IN AUTHORISED SHARE CAPITAL

AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the forthcoming AGM, resolutions will be proposed to seek the Shareholders' approval for, among other things, (i) the granting of the General Mandate and the Repurchase Mandate to the Directors; (ii) the re-election of Directors; (iii) the ratification of the decrease in the authorised share capital.

- 3 -

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the AGM for the granting of the General Mandate and the Repurchase Mandate, the re-election of Directors and the ratification of the decrease in authorised share capital and the notice of AGM.

GENERAL MANDATE AND REPURCHASE MANDATE

At the AGM, the Directors propose to seek the approval of the Shareholders to grant to the Directors the General Mandate and the Repurchase Mandate.

General Mandate

At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the General Mandate) to allot, issue and deal with unissued Shares or underlying shares of the Company (other than by way of rights or pursuant to a share option scheme for employees of the Company or Directors and/or any of its subsidiaries or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Articles of Association) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the issued Shares as at the date of granting of the General Mandate.

In addition, a separate ordinary resolution will further be proposed for extending the General Mandate authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 761,419,079 Shares in issue. Subject to the passing of the resolutions for the approval of the General Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the General Mandate to allot, issue and deal with a maximum of 152,283,816 Shares.

Repurchase Mandate

At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the issued Shares as at the date of granting of the Repurchase Mandate.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 76,141,908 Shares.

- 4 -

LETTER FROM THE BOARD

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

The General Mandate (including the extended General Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws, the Companies Act 1981 of the Bermuda or any other applicable law of the Bermuda to be held; or (iii) the revocation or variation of the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

RE-ELECTION OF DIRECTORS

According to Article 99 of the Bye-Laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. Accordingly, Mr. Cheng Ho On, Mr. Lai Chi Yin, Samuel, and Ms. Chen Yuxin shall retire from office by rotation at the AGM. Each of Mr. Cheng Ho On, Mr. Lai Chi Yin, Samuel, and Ms. Chen Yuxin will offer themselves for reelection as independent non-executive Directors.

At the AGM, an ordinary resolution will be proposed to re-elect each of Mr. Cheng Ho On as independent non-executive Director, Mr. Lai Chi Yin, Samuel as independent non- executive Director, and Ms. Chen Yuxin as independent non-executive Director. Biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

RATIFICATION OF THE DECREASE IN AUTHORISED SHARE CAPITAL RELATING TO SPECIAL RESOLUTIONS PASSED ON 9 APRIL 2020 WHICH CONFIRMED THE CAPITAL REORGANISATION

According to the Article 59(B) of the Bye-Laws, the Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or any share premium account or other undistributable reserve in any manner authorised and subject to any conditions prescribed by the law of Bermuda.

As the wordings, in the special resolution so passed in the Extraordinary General Meeting held on 9 April 2020 about the capital reorganisation, did not explicitly clarify the approval of reduction in the authorised share capital from HK$3,000,000,000 to HK$1,986,057,031 which

- 5 -

LETTER FROM THE BOARD

being undertaken on 17 September 2020, at the AGM, a special resolution will be proposed to ratify the reduction of authorised share capital, immediately after the share consolidation, from HK$3,000,000,000 to HK$1,986,057,031 being undertaken on 17 September 2020.

AGM

A notice convening the AGM to be held at Harbour Plaza Room I, B1/F, Harbour Plaza, North Point, 665 King's Road, North Point, Hong Kong on Friday, 4 June 2021 at 10:30 a.m. is set out on pages 14 to 17 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the proposed grant of the General Mandate (including the extended General Mandate) and the Repurchase Mandate and the proposed re-election of Directors and the ratification of the decrease in authorised share capital.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published at the website of the Stock Exchange at www.hkex.com.hk. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company on 5 May 2021 as soon as possible and in any event not later than Monday, 2 June 2021 at 10:30 a.m. (Hong Kong time). 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 should you so wish, and in such event, the instrument appointing a proxy shall be deemed revoked.

All the resolutions proposed to be approved at the AGM will be taken by poll in accordance with the Listing Rules and an announcement will be made by the Company after the AGM on the results of the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider the proposed grant of the General Mandate (including the extended General Mandate) and the Repurchase Mandate and the proposed re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

- 6 -

LETTER FROM THE BOARD

GENERAL

To the best of the Director's knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully

For and on behalf of the Board of

Kiu Hung International Holdings Limited

Zhang Qijun

Chairman

- 7 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. REPURCHASE OF SECURITIES FROM CONNECTED PARTIES

The Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a ''connected person'', that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates (as defined in the Listing Rules) and a connected person is prohibited from knowingly selling to the Company his/her/its securities of the Company.

No connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Repurchase Mandate is passed.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 761,419,079 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 76,141,908 fully paid Shares, representing 10% of the issued shares of the Company as at the date of passing of the resolution.

The Shares repurchased by the Company under the Repurchase Mandate shall be automatically cancelled.

3. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and its Shareholders as a whole.

4. FUNDING OF REPURCHASES

Repurchases would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available for the purpose in accordance with the applicable laws of the Bermuda and the Bye-Laws.

- 8 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with those as at 31 December 2020, being the date of its latest published audited consolidated financial statements. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

5. SHARE PRICES

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

	Highest	Lowest
	HK$	HK$
2020
April	0.2	0.2
May	0.2	0.2
June	0.2	0.2
July	0.26	0.2
August	0.24	0.2
September	0.2	0.117
October	0.31	0.117
November	0.265	0.165
December	0.16	0.132
2021
January	0.239	0.135
February	0.26	0.219
March	0.29	0.099
April (up to the Latest Practicable Date)	0.105	0.099

6. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Bermuda.

- 9 -

APPENDIX I EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, no Shareholder is interested in more than 10% of the Shares then in issue.

On the basis that no further Shares are issued and there is no change of the shareholding structure, an exercise of the Repurchase Mandate in full will not result in any Shareholders becoming obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

At as the Latest Practicable Date, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.

7. SHARES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the previous six months immediately prior to the Latest Practicable Date.

- 10 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

Details of the Directors who will retire from office at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

(1) MR. CHENG HO ON (''MR. CHENG'')

Mr. Cheng, aged 37, has been appointed as an independent non-executive director of the Company since 23 March 2019. He holds a Bachelor degree in Marketing from Hong Kong Polytechnic University, and a Master degree in Art Administration from Hong Kong Baptist University. Mr. Cheng is currently a project manager in a Hong Kong Company which engaging in the promotion of culture, specializing in project management. Mr. Cheng has accumulated over 11 years working experience.

Mr. Cheng entered into a service contract with the Company to serve as an independent non-executive Director for a term of two years from 23 March 2019 to 22 March 2021, which is subject to retirement by rotation (at least, once every three years) and re-election pursuant to the Articles of Association. Pursuant to the renewed service contract, Mr. Cheng is entitled to a Director's remuneration of HK$120,000 per annum. The remuneration of Mr. Cheng was determined with reference to the prevailing market conditions, director's duties and responsibilities and performance and results of the Group.

As at the Latest Practicable Date, Mr. Cheng currently held 8,500 Shares. Save as disclosed herein, he did not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO as at the Latest Practicable Date.

As at the Latest Practicable Date, Mr. Cheng did not have any relationship with other Directors, senior management or substantial or controlling shareholders of the Company nor hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

There is no other information relating to the appointment of Mr. Cheng that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter relating to Mr. Cheng that needs to be brought to the attention of the Shareholders and the Stock Exchange.

(2) MR. LAI CHI YIN SAMUEL (''MR. LAI'')

Mr. Lai Chi Yin Samuel, aged 57, has been appointed an independent non-executive Director with effect from 16 January 2020. He holds a Master's Degree of Business Administration (MBA) and Higher Diploma of Business Administration from the University of Wales. He is currently a director of DreamPro Lifestyle & Sports Management Company Limited, a private limited company registered in Hong Kong which is principally engaged in organization of sports events. Mr. Lai has accumulated over 30 years' working experience as an executive in sales, marketing, administration and personnel while working at international companies in the United Kingdom, Hong Kong, Singapore, Thailand, and Pakistan.

- 11 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

Mr. Lai Chi Yin Samuel entered into a service contract with the Company and continued to serve as an independent non-executive Director for a term of two years from 2 July 2019 to 1 July 2021, which is subject to retirement by rotation (at least, once every three years) and reelection pursuant to the Articles of Association. Pursuant to the renewed service contract, Mr. Lai Chi Yin Samuel is entitled to a Director's remuneration of HK$120,000 per annum. The remuneration of Mr. Lai Chi Yin Samuel was determined with reference to the prevailing market conditions, director's duties and responsibilities and performance and results of the Group.

As at the Latest Practicable Date, Mr. Lai Chi Yin Samuel did not hold any Shares. Save as disclosed herein, he did not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO as at the Latest Practicable Date.

As at the Latest Practicable Date, Mr. Lai Chi Yin Samuel did not have any relationship with other Directors, senior management or substantial or controlling shareholders of the Company nor hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

There is no other information relating to the appointment of Mr. Lai Chi Yin Samuel that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter relating to Mr. Lai Chi Yin Samuel that needs to be brought to the attention of the Shareholders and the Stock Exchange.

(3) MS. CHEN YUXIN (''MS. CHEN'')

Ms. Chen Yuxin (''Ms. Chen''), aged 23, had been appointed as an independent non- executive Director on 13 May 2020. Over the years, she has actively expanded the overseas business operation, and currently serves as the investment director of China Commerce Huaxia Products Co., Ltd..

Ms. Chen Yuxin entered into a service contract with the Company and continued to serve as an independent non-executive Director for a term of two years from 13 May 2020 to 12 May 2022, which is subject to retirement by rotation (at least, once every three years) and reelection pursuant to the Articles of Association. Pursuant to the renewed service contract, Ms. Chen Yuxin is entitled to a Director's remuneration of HK$120,000 per annum. The remuneration of Ms. Chen Yuxin was determined with reference to the prevailing market conditions, director's duties and responsibilities and performance and results of the Group.

As at the Latest Practicable Date, Ms. Chen Yuxin did not hold any Shares. Save as disclosed herein, she did not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO as at the Latest Practicable Date.

- 12 -

APPENDIX II	DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE AGM

As at the Latest Practicable Date, Ms. Chen Yuxin did not have any relationship with other Directors, senior management or substantial or controlling shareholders of the Company nor hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

There is no other information relating to the appointment of Ms. Chen Yuxin that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there is no other matter relating to Ms. Chen Yuxin that needs to be brought to the attention of the Shareholders and the Stock Exchange.

- 13 -

NOTICE OF AGM

Kiu Hung International Holdings Limited

僑 雄 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)

(Stock Code: 00381)

NOTICE IS HEREBY GIVEN that an annual general meeting of Kiu Hung International Holdings Limited (the ''Company'') will be held at Harbour Plaza Room I, B1/F, Harbour Plaza, North Point, 665 King's Road, North Point, Hong Kong on Friday, 4 June 2021 at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements and the reports of the directors (the ''Directors'') and auditor of the Company for the year ended 31 December 2020;
2. (a) To re-elect Mr. Cheng Ho On as Independent non-executive Director;
3. 1. To re-elect Mr. Lai Chi Yin Samuel as an independent non-executive director;
   2. To re-elect Ms. Chen Yuxin as an independent non-executive director; and
   3. To authorise the board of Directors to fix the Directors' remuneration;
4. To re-appoint KTC Partners CPA Limited as the Company's auditor and to authorise the board of Directors to fix its remuneration; and

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

4. ''THAT:

1. subject to paragraph (c) below, pursuant to the Rules (the ''Listing 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 defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the ''Shares'') and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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NOTICE OF AGM

1. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or
3. 1. any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

1. 20 per cent. of the number of shares of the Company in issue on the date of the passing of this resolution; and
2. (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of shares of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the number of shares of the Company in issue on the date of the passing of resolution no. 5),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the date of 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 Bye-Laws, the Companies Act 1981 of the Bermuda or any other applicable law of Bermuda to be held; and
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

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NOTICE OF AGM

''Rights Issue'' means an offer of Shares, or offer or issue 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 register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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 outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).''

1. ''THAT:
2. 1. the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by 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, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
   2. the number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate number of shares of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
   3. for the purposes of this resolution, ''Relevant Period'' means the period from the date of 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 Bye-Laws, the Companies Act 1981 of the Bermuda or any other applicable law of Bermuda to be held; and
      3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.''
3. ''THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the number of shares of the Company in issue referred to in sub-paragraph (bb) of paragraph (c) of such resolution.''

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NOTICE OF AGM

SPECIAL RESOLUTION

7. To ratify the reduction of authorised share capital from HK$3,000,000,000 to HK$1,986,057,031 being undertaken on 17 September 2020.

	By order of the Board
	Kiu Hung International Holdings Limited
	Zhang Qijun
	Chairman
Hong Kong, 5 May 2021
Registered office:	Head office and principal place of
Zuill Corporate Services	business in Hong Kong:
(Bermuda) Limited	Flat E, 20th Floor
Continental Buildings	Lucky Plaza
25 Church	315-321 Lockhart Road
Street Hamilton	Wan Chai
HM 12	Hong Kong
Bermuda

Notes:

1. A member entitled to attend and vote at the annual general meeting convened by the above notice is entitled to appoint one proxy or, if the member holds two or more Shares, to appoint more than one proxy, to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the annual general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company on 5 May 2021 as soon as possible and in any event not later than Wednesday, 2 June 2021 at 10:30 a.m. (Hong Kong time). Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the annual general meeting or any adjournment thereof, should he so wish.
3. In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares of the Company under the Listing Rules.
4. In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of the Company dated 30 April 2019.
5. For the determination of the entitlement of the shareholders of the Company to attend and vote at the Meeting, the register of members of the Company will be closed from 1 June 2021, Tuesday to 4 June 2021, Friday, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Monday, 31 May 2021.

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