International : Proposals Involving General Mandates to Issue New Shares and Buy Back Shares, Re-election of Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sa Sa International Holdings Limited ("Company"), you should at once hand this circular together with the accompanying proxy form and the annual report of the Company for the year ended 31 March 2017 to the purchaser or 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 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.

SA SA INTERNATIONAL HOLDINGS LIMITED

莎 莎 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 178) PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page shall have the meaning ascribed to them in the section headed "Definitions" in this circular. In case of inconsistency between the Chinese version and the English version of this circular, the English version will prevail.

A letter from the Board dated 14 July 2017 is set out on pages 3 to 6 of this circular. The notice convening the AGM to be held at Sa Sa Supreme, 2/F, Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong on Tuesday, 29 August 2017, at 12:30 p.m. is set out on pages 13 to 16 of this circular.

The proxy form for use at the AGM is enclosed with this circular. Such form is also published on the respective websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://corp.sasa.com). Whether or not you are able to attend the AGM, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Abacus Limited, at Level 22, 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 the AGM or any adjournment thereof. Completion and return of the proxy form 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 proxy form shall be deemed to be revoked.

14 July 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD

1. Proposed General Mandates to Issue New Shares

and to Buy Back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

2. Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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

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

5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

6. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

APPENDIX I - EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . 7 APPENDIX II - BIOGRAPHICAL DETAILS OF DIRECTORS STANDING FOR RE-ELECTION 10 NOTICE OF ANNUAL GENERAL MEETING 13

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

"AGM" the annual general meeting of the Company to be held at Sa Sa Supreme, 2/F, Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong on Tuesday, 29 August 2017, at 12:30 p.m.;

"Annual Report" the annual report of the Company for the financial year ended 31 March 2017;

"Articles" the articles of association of the Company, as the same is amended, modified and/or supplemented from time to time;

"Board" the board of directors of the Company;

"Companies Law" the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, as the same is amended, modified and/or supplemented from time to time;

"Company" or "Sa Sa" Sa Sa International Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the securities of which are listed on the main board of the Stock Exchange;

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

"Group" at any time, 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" 7 July 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 Stock Exchange, as amended, modified and/or supplemented from time to time;

"Memorandum" the memorandum of association of the Company, as amended, modified and/or supplemented from time to time;

"PRC" the People's Republic of China;

"Share(s)" share(s) of HK$0.10 each in the share capital of the Company, or if there has been a subdivision, consolidation, reduction, reclassification of or reconstruction of or any other alteration to the share capital of the Company, shares forming part of the share capital of the Company;

"Share Buy-back Mandate" a general mandate to the Directors to exercise the

power of the Company to buy back Shares for up to 10% of the issued share capital of the Company as at the date of passing of the resolution granting such mandate to the Directors during the period as set out in the ordinary resolution no. 5(2) in the notice of AGM;

"Share Issue Mandate" a general mandate to the Directors to exercise the power of the Company to allot, issue and deal with the Shares or securities carrying rights to subscribe for, exchange into or otherwise convert into, Shares for up to 20% of the issued share capital of the Company as at the date of passing of the resolution granting such general mandate to the Directors during the period as set out in the ordinary resolution no. 5(1) in the notice of AGM, and if approved by the Shareholders, extending such general mandate by such number of Shares bought back during the period as set out in the ordinary resolution no. 5(3) in the notice of AGM;

"Shareholder(s)" holder(s) of the Share(s) for the time being;

"Stock Exchange" The Stock Exchange of Hong Kong Limited; and

"Takeovers Code" the Hong Kong Code on Takeovers and Mergers, as amended, modified and/or supplemented from time to time.