Neptune : (1) RE-ELECTION OF DIRECTORS; (2) PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (3) PROPOSED APPOINTMENT OF AUDITORS; AND (4) 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 Neptune Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for onward 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.

NEPTUNE GROUP LIMITED

海王國際集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00070)

1. RE-ELECTION OF DIRECTORS;
2. PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES;
3. PROPOSED APPOINTMENT OF AUDITORS; AND
4. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at meeting room of Soho 1, 6/F, Ibis Hong Kong Central & Sheung Wan, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on 17 February 2017 at 11:00 a.m. is set out on pages 12 to 16 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof to the office of the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited of Room 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

This notice will be published on the website of The Stock Exchange of Hong Kong Limited at http://www.hkexnews.hk and is available for reference on the website of the Company at http://www.neptunegroup.com.hk.

16 January 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

3. Grant of Issue Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . 4

4. Proposed Appointment of Auditors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

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

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

Appendices

I.	Details of Directors Proposed to be Re-elected at the AGM . . . . . . . . . . .	7
II.	Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . . .	9

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

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

"AGM" the annual general meeting of the Company convened to be held at meeting room of Soho 1, 6/F, Ibis Hong Kong Central & Sheung Wan, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Friday, 17 February 2017 at 11:00 a.m.

"associate(s)" has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Company" Neptune Group Limited, a company incorporated in Hong Kong with limited liability and the issued Shares of which are listed on the Main Board

"connected person(s)" has the meaning ascribed to it under the Listing Rules "Director(s)" director(s) of the Company

"Existing Articles" the existing articles of association of the Company

"Group" the Company and its subsidiaries

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

"Issue Mandate" a general mandate to the Directors to exercise the power of the Company to allot, issue and deal with additional Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at the AGM

"Latest Practicable Date" 12 January 2017, being the latest practicable date prior to

the printing of this circular for ascertaining certain information contained herein

"Listing Rules" the Rules Governing the Listing of Securities on the Main Board

"Main Board" the Main Board of the Stock Exchange

"Memorandum" the memorandum of association of the Company, as amended from time to time

"Repurchase Mandate" a general mandate to the Directors to enable them to

repurchase the Shares of an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at the AGM

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

"Share(s)" ordinary share(s) in the issued share capital of the Company

"Shareholder(s)" holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" the Code on Takeovers and Mergers

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"%" per cent.