Morris : (1) GENERAL MANDATES FOR THE ISSUE AND BUY-BACK OF SHARES (2) RE-ELECTION OF DIRECTORS AND (3) NOTICE OF ANNUAL GENERAL MEETING

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 ISSUE AND BUY-BACK OF SHARES
2. 1. RE-ELECTIONOF DIRECTORS

AND

(3) 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 Friday, 18 June 2021 at 10:00 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.

In view of the novel Coronavirus (COVID-19) epidemic, precautionary measures will be taken at the Annual General Meeting to reduce the health risk of the attendees, which may include compulsory temperature checks and compulsory wearing of surgical face masks at the venue. Any person who does not comply with the precautionary measures or is subject to health quarantine requirement may be denied entry into the venue. In addition, seating will be arranged to better achieve social distancing and no refreshments or souvenirs will be provided inside the venue. Shareholders should carefully consider the risks of attending the Annual General Meeting, taking into consideration their own circumstances. The Company wishes to remind the Shareholders that attendance in person at the Annual General Meeting is not necessary for the exercise of voting rights, as Shareholders may submit proxy forms and appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting. Depending on the development of situation regarding the epidemic nearer the time of the Annual General Meeting, additional precautionary measures may be implemented as may be appropriate.

30 April 2021

		CONTENTS
			Page
Definitions .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	-	Explanatory Statement on the Share Buy-back 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 Friday, 18 June
	2021 at 10:00 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
"Articles"
"Board"	the board of Directors
"Company"	Morris Holdings Limited (慕容控股有限公司), an
	exempted company incorporated under the laws of the
	Cayman Islands with limited liability, whose Shares are
	listed on the Main Board of the Stock Exchange with stock
	code: 1575
"Director(s)"	the director(s) of the Company
"Extended Issue Mandate"	the mandate proposed to be granted to the Directors at the
	Annual General Meeting to extend the Share Issue Mandate
	by the addition thereto the number of Shares bought-back
	by the Company pursuant to the Share Buy-back Mandate
"General Mandates"	collectively, the Share Issue Mandate, the Share Buy-back
	Mandate and the Extended Issue 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
	People's Republic of China
"Latest Practicable Date"	23 April 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

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	DEFINITIONS
"Morris PRC"	慕容集團有限公司 (Morris Group Company Limited*)
	(formerly known as 海寧蒙努集團有限公司 (Haining
	Mengnu Group Company Limited*)), a company
	established in the PRC with limited liability and owned as
	to 85% by Mr. Zou Gebing (鄒格兵) (our chairman, chief
	executive officer and executive Director) and 15% by his
	spouse, Ms. Wu Xiangfei (鄔向飛)
"PRC"	the People's Republic of China
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
"Share(s)"	ordinary shares in the share capital of the Company of
	US$0.001 each
"Shareholder(s)"	holder(s) of the Share(s)
"Share Buy-back	a general and unconditional mandate proposed to be granted
Mandate"	to the Directors at the Annual General Meeting to exercise
	the power of the Company to buy-back such number of
	Shares up to 10% of the total number of Shares in issue as at
	the date of passing the relevant resolution granting such
	mandate
"Share Issue Mandate"	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
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers issued by the Securities
	and Futures Commission of Hong Kong
"%"	per cent.

• For identification purpose only.

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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. Zeng Jin	P.O. Box 2681
Mr. Shen Zhidong	Grand Cayman KY1-1111
Mr. Wu Yueming	Cayman Islands
Independent Non-Executive Directors:	Headquarters in PRC:
Mr. Liu Haifeng	No. 500 Youquan Road
Mr. Chu Guodi	Haining Economic Development Zone
Mr. Qian Jun	Zhejiang Province, PRC
	Principal place of business
	in Hong Kong:
	Unit 2001, 20/F, Citicorp Centre
	18 Whitfield Road, Causeway Bay
	Hong Kong
	30 April 2021
To the Shareholders
Dear Sir or Madam,

(1) GENERAL MANDATES FOR THE ISSUE AND BUY-BACK OF SHARES

1. 1. RE-ELECTIONOF DIRECTORS AND
2. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you notice of the Annual General Meeting, and

information on matters to be dealt at the Annual General Meeting, inter alia:

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LETTER FROM THE BOARD

1. the grant to the Directors of the General Mandates; and
2. the re-election of the Directors.

2. GENERAL MANDATES

Pursuant to the ordinary resolutions passed by the then Shareholders at the annual general meeting of the Company held on 18 June 2020, general mandates were granted to the Directors to issue and buy-back Shares and an extended mandate was granted to extend the share issue mandate by the number of shares bought-back under the share buy-back mandate. Such mandates will lapse at the conclusion of the Annual General Meeting.

Ordinary resolutions will be proposed at the Annual General Meeting to seek approval of the Shareholders to:

1. grant to the Directors the Share Issue Mandate to allot, issue and deal with Shares not exceeding 20% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution at the Annual General Meeting;
2. grant to the Directors the Share Buy-back Mandate to repurchase such number of Shares up to 10% of the total number of issued Shares as at the date of passing of the proposed ordinary resolution at the Annual General Meeting; and
3. subject to passing of the ordinary resolutions in respect of items (i) and (ii) above, extend the Share Issue Mandate by the addition of such number of Shares as are bought-back by the Company pursuant to the Share Buy-back Mandate, provided that this Extended Issue Mandate shall not exceed 10% of the number of the Shares in issue as at the date of passing of the proposed ordinary resolution at the Annual General Meeting.

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LETTER FROM THE BOARD

The General Mandates will continue in force until whichever is the earlier of: (i) the conclusion of the next annual general meeting of the Company, unless the authority is renewed conditionally or unconditionally at such meeting; or (ii) the revocation or variation by ordinary resolution of the shareholders in general meeting.

On the basis of 1,000,000,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the Annual General Meeting, the Company would be allowed to allot and issue a maximum of 200,000,000 Shares under the Share Issue Mandate and buy-back a maximum of 100,000,000 Shares under the Share Buy-back Mandate. The Directors wish to state that they have no immediate plan to buy-back any Shares pursuant to the Share Buy-back Mandate.

Pursuant to the Listing Rules, the Company is required to provide Shareholders with the requisite information which is reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution relating to the Share Buy-back Mandate. An explanatory statement for such purpose is contained in Appendix I to this circular.

3. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consisted of four executive Directors, namely Mr. Zou Gebing, Mr. Zeng Jin, Mr. Shen Zhidong and Mr. Wu Yueming, and three independent non-executive Directors, namely Mr. Liu Haifeng, Mr. Chu Guodi and Mr. Qian Jun.

Pursuant to Article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the next general meeting of the Company and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company, and in each case the retiring Director shall be eligible for re-election.

Pursuant to Article 84 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if the number of the Directors 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. Any Director appointed by the Board pursuant to Article 83(3) shall not be taken into account in determining which particular Director or the number of Directors who are to retire by rotation.

Mr. Zeng Jin, Mr. Wu Yueming and Mr. Chu Guodi will retire from office at the Annual General Meeting, and being eligible, offer themselves for re-election.

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LETTER FROM THE BOARD

The Nomination Committee of the Company has reviewed and assessed the background, expertise and experience of the retiring Directors, having regard to the Board Diversity Policy of the Company taking into consideration different diversity factors such as gender, age, cultural and educational background, skills and professional experience, knowledge, length of service and time devotion. The Nomination Committee recommends all Directors retiring at the upcoming Annual General Meeting to stand for re-election.

Particulars of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

The notice of the Annual General Meeting is set out in Appendix III to this circular. Shareholders are advised to read the notice of the Annual General Meeting and to complete and return the enclosed form of proxy, which is also published on the website of the Company (www.morrisholdings.com.hk) and on the website of the Stock Exchange (www.hkexnews.hk), for use at the Annual General Meeting (or any adjournment thereof) in accordance with the instructions printed thereon and deposit the same with 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 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 any adjourned meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the Annual General Meeting's notice will be decided 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. An announcement of the poll results will be made after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. CLOSURE OF REGISTER OF MEMBERS

To determine the eligibility to attend and vote at the Annual General Meeting, the Company's transfer books and register of members will be closed from Friday, 11 June 2021 to Friday, 18 June 2021, both days inclusive, during which no transfer of Shares will be effected. In order to qualify for attending and voting at the forthcoming Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with 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 not later than 4:30 p.m. on Thursday, 10 June 2021.

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LETTER FROM THE BOARD

6. RECOMMENDATIONS

The Directors are of the opinion that the proposed resolutions referred to in this circular and the notice of Annual General Meeting, including those in relation to the General Mandates and the re-election of retiring Directors, are in the best interests of the Company as well as the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of all the resolutions set out in the notice of the Annual General Meeting.

7. 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 enquires, 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.

8. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular.

Yours faithfully,

By order of the Board

Morris Holdings Limited

Zou Gebing

Chairman

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APPENDIX I	EXPLANATORY STATEMENT ON THE
	SHARE BUY-BACK MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Buy-back Mandate.

EXERCISE OF THE SHARE BUY-BACK MANDATE

As at the Latest Practicable Date, a total of 1,000,000,000 Shares were issued. Subject to the passing of the resolution granting the Share Buy-back Mandate and on the basis that no further Shares are issued or bought back during the period from the Latest Practicable Date to the date of the Annual General Meeting, the Company will be allowed under the Share Buy-back Mandate to buy-back a maximum of 100,000,000 Shares, being 10% of the total number of issued Shares as at the date of the passing of the relevant resolution at the Annual General Meeting.

REASONS FOR BUY-BACKS

Whilst the Directors do not at present intend to immediately buy-back any Shares, they believe that the flexibility afforded by the Share Buy-back Mandate granted to them if the relevant ordinary resolution to approve the same is passed would be beneficial to the Company.

Buy-backs of Shares will only be made when the Directors believe that such buy-backs will benefit the Company and the Shareholders. Such buy-backs may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share.

FUNDING OF BUY-BACKS

In buying back Shares, the Company may only apply funds legally available for such buy-backs in accordance with its memorandum of association and the Articles of Association, the laws of the Cayman Islands and the Listing Rules. The Company may not buy-back Shares on the Stock Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

To the extent that a buy-back is funded entirely from the available cash flow or working capital facilities of the Company, there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2020) in the event that the Share Buy-back Mandate is exercised in full. However, the Directors do not propose to exercise the Share Buy-back Mandate to such an extent that would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time not appropriate for the Company.

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APPENDIX I	EXPLANATORY STATEMENT ON THE
	SHARE BUY-BACK MANDATE

DISCLOSURE OF INTERESTS

None of the Directors and, to the best of the knowledge of the Directors having made all reasonable enquiries, none of their close associates (as defined in the Listing Rules) have any present to sell any Shares to the Company, if and when the Share Buy-back Mandate is exercised.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, nor has undertaken not to do so, if the Share Buy-back Mandate is exercised.

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Buy-back Mandate in accordance with the Listing Rules, the memorandum of association of the Company, the Articles of Association and the laws of the Cayman Islands.

SHARE BUY-BACKS MADE BY THE COMPANY

No buy-backs of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the last 6 months immediately preceding the Latest Practicable Date. The Company operates a Restricted Share Award Scheme but Shares acquired by the trustee under the scheme are not regarded as buy-backs of Shares by the Company.

TAKEOVERS CODE

If, as a result of a buy-back of Shares by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert, depending on the level of increase of its or their shareholding, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

To the best knowledge and belief of the Company, and as recorded in the registers required to be kept by the Company under section 336 of the SFO, as at the Latest Practicable Date, Morris Capital Limited, a controlling Shareholder which is owned as to 85% by Mr. Zou Gebing (the chairman and the chief executive officer of the Company and an executive Director) and 15% by his spouse, Ms. Wu Xiangfei, has an interest in 750,000,000 Shares, representing 75% of the issued share capital of the Company. In the event that the Directors exercise in full the power to buy-back Shares which is proposed to be granted pursuant to the Share Buy-back Mandate, the shareholding of Morris Capital Limited would be increased to approximately 83.3% of the then total issued Shares. Such increases will not give rise to any obligation to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

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APPENDIX I	EXPLANATORY STATEMENT ON THE
	SHARE BUY-BACK MANDATE

The Listing Rules prohibit a company from making a buy-back on the Stock Exchange if such buy-back would result in less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital of a company be held by the public. The Directors do not propose to buy-back the Shares which would result in less than the prescribed minimum percentage of the Shares be held by the public.

MARKET PRICES

The highest and lowest market prices at which the Shares have been traded on the Stock Exchange during the previous 12 months and up to the Latest Practicable Date were as follows:

	Traded Market Price
	Highest	Lowest
	HK$	HK$
2020
April	0.088	0.068
May	0.140	0.064
June	0.187	0.089
July	0.183	0.088
August	0.125	0.099
September	0.160	0.107
October	0.171	0.141
November	0.161	0.126
December	0.168	0.111
2021
January	0.125	0.097
February	0.129	0.098
March	0.220	0.110
April (up to the Latest Practicable Date)	0.149	0.128

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APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Set out below are the personal particulars of the Directors proposed to be re-elected at the Annual General Meeting:

DIRECTORS

Mr. Zeng Jin, aged 47, is the senior vice president and head of production and quality management of the Group and was appointed as an executive Director on 18 March 2016. He is responsible for overseeing production planning and manufacturing and quality management the Group. He has extensive experience in production and quality management.

Mr. Zeng obtained his double bachelor's degrees in polymer science and computer software from the East China University of Science and Technology in Shanghai, PRC in July 1997 and a master of Business Administration degree from Donghua University in Shanghai, PRC in June 2008.

Mr. Zeng, as an executive Director, has entered into a service contract with the Company for a fixed term of three years, unless terminated by not less than three months' notice in writing served by either party on the other expiring at the end of the initial term. Mr. Zeng will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles of Association.

Mr. Zeng's remuneration was determined by reference to his skill, knowledge and experience and his duties and responsibilities with the Company. In 2020, Mr. Zeng received total remuneration of RMB852,000.

Mr. Wu Yueming, aged 37, is the general manager of the administrative department of the Company and was appointed as an executive Director on 6 June 2018. He is mainly responsible for coordinating and managing back office support works and public relations of the Company. Mr. Wu is also a director of Zhejiang Apollo Leather Products Co., Ltd. and Zhejiang Morris Fashion Home Co., Ltd., each an indirectly wholly-owned subsidiary of the Company.

Mr. Wu obtained the qualification of assistant economist issued by the Haining City Human Resources and Social Security Bureau in November 2014. Mr. Wu also obtained the graduation certificate from the Normal College of the Dongbei University of Finance and Economics in administration management through distance learning in July 2016.

Mr. Wu, as an executive Director, has entered into a service contract with the Company for a fixed term of three years, unless terminated by not less than three months' notice in writing served by either party on the other expiring at the end of the initial term. Mr. Wu will be subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the Articles of Association.

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APPENDIX II

DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Mr. Wu's remuneration was determined by reference to his skill, knowledge and experience and his duties and responsibilities with the Company. In 2020, Mr. Wu received total remuneration of RMB907,000.

Mr. Chu Guodi, aged 42, was appointed as an independent non-executive Director on 28 May 2019. He is also the chairman of the Remuneration Committee and a member of each of the Nomination Committee and Audit Committee.

He has over 17 years of experience as a practicing lawyer in China. He is currently a partner of 浙江海翔律師事務所 (Zhejiang Haixiang Law Firm*). Mr. Chu has been an independent director of 浙江華鐵建築安全科技股份有限公司 (Zhejiang Huatie Construction Safety Science And Technology Co., Ltd.*), a company listed on Shanghai Stock Exchange with stock code: 603300, since June 2014 and an independent director of 兄弟科技股份有限公司 (Brother Enterprises Holding Co., Ltd.*), a company listed on Shenzhen Stock Exchange with stock code: 002562, since April 2017.

Mr. Chu is a member of 中華全國律師協會 (All-China Lawyers'Association*). He graduated from Zhejiang University with a bachelor degree of law.

Mr. Chu, as an independent non-executive Director, has entered into a letter of appointment with the Company. There is no specific term or proposed length of service for an independent non-executive Director under the letters of appointment. Mr. Chu is subject to retirement by rotation and re-election at general meetings of the Company.

Mr. Chu is entitled to a director's fee of HK$15,000 per month, which was determined by reference to his skill, knowledge and experience and his duties and responsibilities with the Company.

General

To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, each of the re-electing Directors confirmed to the Company that save as disclosed above (a) he does not on the Latest Practicable Date hold, and has not in the last three years held, any directorship in other public listed companies in Hong Kong or overseas; (b) as at the Latest Practicable Date, he does not hold any other positions in the Company or its subsidiaries; (c) he does not have any relationships with any other directors, senior management, substantial or controlling shareholders of the Company; and (d) as at the Latest Practicable Date, he does not have any other interest or deemed interest in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to the re-electing Directors that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there is no other matter relating to their re-elections that needs to be brought to the attention of the Shareholders.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

MORRIS HOLDINGS LIMITED

慕 容 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1575)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the "Annual General Meeting") of Morris Holdings Limited (the "Company") will be held at Conference Room, No. 500 Youquan Road, Haining City, Jiaxing City, Zhejiang Province, China on Friday, 18 June 2021 at 10:00 a.m. for the following purposes:

1. To receive, consider and adopt the audited consolidated financial statements of the Company, the report of the directors (the "Directors") and auditor of the Company (the "Auditor") for the year ended 31 December 2020;
2. To approve the re-election of Mr. Zeng Jin as an executive Director;
3. To approve the re-election of Mr. Wu Yueming as an executive Director;
4. To approve the re-election of Mr. Chu Guodi as an independent non-executive Director;
5. To authorise the board of Directors (the "Board") to fix the Directors' remuneration;
6. To re-appoint HLB Hodgson Impey Cheng Limited as the Auditor and authorize the Board to fix its remuneration;

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

7. To consider and, if thought fit, to pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraphs (c) and (d) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company (the "Share Issue Mandate") to allot, issue and deal with additional shares of the Company or securities convertible or exchangeable into shares, or options, warrants or similar rights to subscribe for shares or such convertible or exchangeable into securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and/or options, securities convertible or exchangeable into shares or similar rights, the making, issuing or granting of which might require the exercise of such power after the end of the Relevant Period;
3. the total number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly;

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. the Share Issue Mandate shall be limited by the applicable rules and requirements of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") as amended from time to time, including the restrictions for using the Share Issue Mandate to issue (i) securities convertible into new Shares for cash consideration, if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as hereinafter defined) of the Shares at the time of the relevant placing; and (ii) warrants, options or similar rights to subscribe for new Shares or securities convertible into new Shares for cash consideration;
   for the purpose of this resolution:
2. 1. "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of: (I) the conclusion of the next annual general meeting of the Company, unless the authority is renewed conditionally or unconditionally at such meeting; or (II) the revocation or variation by ordinary resolution of the shareholders in general meeting;
   2. "Rights Issue" means an offer of shares of the Company, 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 of the Company whose names appear on the register of members on a fixed record date in proportion to their 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 exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)"; and
   3. "Benchmarked Price" means the higher of: (a) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the Share Issue Mandate; and (b) the average closing price in the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the Share Issue Mandate; (ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the Share Issue Mandate; and (iii) the date on which the placing or subscription price is fixed."

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

8. To consider and, if thought fit, to pass the following resolution (with or without modification) as an ordinary resolution of the Company:

"THAT:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company (the "Share Buy-back Mandate") to buy-back its shares on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, and subject to and in accordance with all applicable laws and regulations, and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to buy-back its shares at a price determined by the Directors;
3. the total number of shares of the Company which are authorised to be bought back by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and
4. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of: (I) the conclusion of the next annual general meeting of the Company, unless the authority is renewed conditionally or unconditionally at such meeting; or (II) the revocation or variation by ordinary resolution of the shareholders in general meeting."

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

9. To consider and, if thought fit, to pass the following resolution (with or without modification) as an ordinary resolution of the Company:

"THAT conditional upon the passing of resolutions nos. 7 and 8 above, the Share Issue Mandate be and is hereby extended by the addition thereto of the total number of shares of the Company bought back by the Company under the Share Buy-back Mandate, provided that such aggregate number of shares shall not exceed 10% of the total number of the shares of the Company in issue as at the date of passing this resolution."

	By order of the Board
	Morris Holdings Limited
	Zou Gebing
	Chairman
Hong Kong, 30 April 2021
Registered Office:	Principal place of business in Hong Kong:
Cricket Square	Unit 2001, 20/F, Citicorp Centre
Hutchins Drive	18 Whitfield Road, Causeway Bay
P.O. Box 2681	Hong Kong
Grand Cayman KY1-1111
Cayman Islands

Notes:

1. A shareholder entitled to attend and vote at the Annual General Meeting may appoint one or more proxy(ies) (if he/she/it is the holder of two or more shares) to attend and on a poll, vote instead of him/her/it at the Annual General Meeting. A proxy need not be a shareholder of the Company.
2. A form of proxy for use at the Annual General Meeting is enclosed herewith. The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under seal or the hand of an officer, attorney or other person duly authorised.
3. In order to be valid, a form of proxy must be deposited at 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 together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish.
4. Where there are joint registered holders of any share of the Company, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share of the Company as if he/ she/it was solely entitled thereto; but if more than one of such joint holders be present at the Annual General Meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the votes of the other joint holders.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Friday, 11 June 2021 to Friday, 18 June 2021, both days inclusive, during which no share transfers can be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with 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 for registration not later than 4:30 p.m. on Thursday, 10 June 2021.
2. In view of the novel Coronavirus (COVID-19) epidemic, precautionary measures will be taken at the Annual General Meeting to reduce the health risk of the attendees, which may include compulsory temperature checks and compulsory wearing of surgical face masks at the venue. Any person who does not comply with the precautionary measures or is subject to health quarantine requirement may be denied entry into the venue. In addition, seating will be arranged to better achieve social distancing and no refreshments or souvenirs will be provided inside the venue. Shareholders should carefully consider the risks of attending the Annual General Meeting, taking into consideration their own circumstances. The Company wishes to remind the Shareholders that attendance in person at the Annual General Meeting is not necessary for the exercise of voting rights, as Shareholders may submit proxy forms and appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting. Depending on the development of situation regarding the epidemic nearer the time of the Annual General Meeting, additional precautionary measures may be implemented as may be appropriate.
3. If a tropical cyclone warning signal number 8 or above is hoisted, or "extreme conditions" caused by super typhoons or a black rainstorm warning is/are in effect any time after 8:00 a.m. on the date of the Annual General Meeting, the Annual General Meeting will not be held on that date but will be postponed to a later date. If the Annual General Meeting is postponed, the Company will post an announcement on the web sites of the Company and the Stock Exchange to notify Shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the executive Directors are Mr. Zou Gebing, Mr. Zeng Jin, Mr. Shen Zhidong and Mr. Wu Yueming; and the independent non-executive Directors are Mr. Liu Haifeng, Mr. Chu Guodi and Mr. Qian Jun.

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