Man Wah Holdings Limited — Proxy Solicitation & Information Statement 2016

Jun 2, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer 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 Man Wah Holdings Limited, you should at once hand this circular with the enclosed form of proxy 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 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.

MANWAH

MAN WAH HOLDINGS LIMITED 敏華控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 01999)

THE PROPOSED BONUS ISSUE, RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION AND RESIGNATION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Man Wah Holdings Limited to be held 5:00 p.m. on Wednesday, 13 July 2016 at Unit 2401-02, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong is set out on pages 21 to 26 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, located at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the annual general meeting. 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.

3 June 2016

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . .	13
APPENDIX II – PARTICULARS OF DIRECTORS SUBJECT TO
RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

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 5:00 p.m. on Wednesday, 13 July 2016 at Unit 2401-02, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong;

“AGM Notice”

• the notice convening the AGM set out on pages 21 to 26 of this circular;

• “associate” has the same meaning as defined in the Listing Rules;

• “Board” the board of Directors; “Bonus Issue” the proposed bonus issue of Shares on the basis of one (1) Bonus Share for every one (1) existing Share held by the Qualifying Shareholders on the Record Date;

“Bonus Share(s)” new Share(s) to be issued by way of the Bonus Issue by the Company as described herein;

• “CCASS”

The Central Clearing and Settlement System established and operated by HKSCC;

• “Bye-laws”

the bye-laws of the Company adopted pursuant to written resolutions of the Shareholders passed on 5 March 2010 (and as amended from time to time);

• “close associate”

has the same meaning as defined in the Listing Rules;

• “Companies Act”

• the Companies Act 1981 of Bermuda;

• “Company”

Man Wah Holdings Limited 敏華控股有限公司, a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange;

“connected person” has the same meaning as defined in the Listing Rules; “controlling shareholder” has the same meaning as defined in the Listing Rules; “core connected person” has the same meaning as defined in the Listing Rules; “Directors” the directors of the Company;

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DEFINITIONS

• “Group”

the Company and its subsidiaries;

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong;

• “HKSCC”

Hong Kong Securities Clearing Company Limited;

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC;

• “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares set out as resolution no. 9 in the AGM notice;

• “Latest Practicable Date” 30 May 2016, being the latest practicable date prior to the despatch of this circular for ascertaining certain information for inclusion in this circular;

• “Listing Committee” the listing committee of the Stock Exchange;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “Man Wah Investments” Man Wah Investments Limited, a limited liability company incorporated in the British Virgin Islands on 27 August 2004 and owned as to 80% by Mr. Wong Man Li and 20% by Ms. Hui Wai Hing. It is an investment holding company and the controlling shareholder of the Company;

• “Memorandum of Association” the memorandum of association of the Company, adopted on 2 November 2004 and as amended, supplemented or otherwise modified from time to time;

• “Non-Qualifying Shareholder(s)”

• Overseas Shareholder(s) who is/are excluded from the Bonus Issue and as defined and more particularly described in the section headed “Overseas Shareholders” in this circular;

• “Overseas Shareholder(s)”

• Shareholder(s) whose addresses as shown on the register of members of the Company on the Record Date is/are outside Hong Kong;

• “PRC”

the People’s Republic of China;

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DEFINITIONS

“Qualifying Shareholder(s)” the Shareholder(s) whose names appear on the register of members of the Company on the Record Date and who are entitled to the Bonus Issue; “Record Date” Friday, 22 July 2016, being the date by reference to which entitlements to the Bonus Issue will be determined; “Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares set out as resolution no. 10 in the AGM Notice;

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

• “Share(s)” ordinary shares of HK$0.40 each in the capital of the Company;

• “Share Option(s)” share option(s) which may from time to time be granted under the Share Option Scheme;

• “Share Option Scheme” the share option scheme of the Company adopted on 5 March 2010;

• “Shareholder(s)” holder(s) of (a) Share(s);

• “Stock Exchange” The Stock Exchange of Hong Kong Limited;

• “Takeovers Code”

The Codes on Takeovers and Mergers and Share Repurchases issued by the Securities and Futures Commission as amended from time to time; and

“%” per cent.

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EXPECTED TIMETABLE

The following is a summary of the events in relation to the proposed Bonus Issue and the dates upon which these events are currently expected to take place:

2016

(Hong Kong time)

Despatch of the circular regarding,

• among other things, the proposed Bonus Issue . . . . . . . . . . . . on or before Friday, 3 June

• Latest time for lodging transfer of Shares for registration in order to

• qualify for attending the AGM . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 7 July

• Closure of register of members for the

• entitlement to attend and vote at the AGM. . . . . . . . Friday, 8 July to Wednesday, 13 July (both days inclusive)

• Latest time for lodging form of proxy for the AGM (not less than 48 hours before time of

• the AGM or any adjournment thereof) . . . . . . . . . . . . . . . . 5:00 p.m. on Monday, 11 July

Record date for attending the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 13 July

Date and time of the AGM . . . . . . . . . . . . . . . . . . . . . . . . .5:00 p.m. on Wednesday, 13 July

Announcement of poll results of the AGM . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 13 July

The following events are subject to the satisfaction of the conditions of the Bonus Issue as set out in the section headed “Conditions of the Bonus Issue” in this circular

Last day of dealings in the Shares on a cum-entitlement basis . . . . . . . . . . . .Friday, 15 July

First day of dealings in the Shares on an ex-entitlement basis . . . . . . . . . . .Monday, 18 July

• Latest time for lodging transfers of the Shares for registration in order

to qualify for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . .4:30 p.m. on Tuesday, 19 July

Closure of register of members

for determining entitlement to

• the Bonus Shares. . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 20 July to Friday, 22 July (both days inclusive)

Record Date for determining entitlement to the Bonus Shares . . . . . . . . . . . .Friday, 22 July

Re-open of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 25 July

Despatch of share certificates for the Bonus Shares . . . . . .On or before Thursday, 4 August

First day of dealings in the Bonus Shares on the Stock Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9:00 a.m. on Friday, 5 August

– 4 –

LETTER FROM THE BOARD

MANWAH MAN WAH HOLDINGS LIMITED 敏華控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 01999)

Executive Directors: Mr. Wong Man Li (Chairman and Managing Director) Ms. Hui Wai Hing Mr. Wang Guisheng Mr. Alan Marnie Mr. Dai Quanfa Ms. Wong Ying Ying

Non-executive Director: Mr. Xie Fang

Registered office: Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Place of business in Hong Kong: 1st Floor Wah Lai Industrial Center 10-14 Kwei Tei Street Fotan, New Territories Hong Kong

Independent Non-executive Directors: Mr. Lee Teck Leng Robson Mr. Chau Shing Yim David Mr. Ong Chor Wei Mr. Kan Chung Nin, Tony

3 June 2016

To the Shareholders

Dear Sir or Madam,

THE PROPOSED BONUS ISSUE, RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION AND RESIGNATION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 25 May 2016 in relation to the proposed Bonus Issue.

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LETTER FROM THE BOARD

The purpose of this circular is to: (i) provide you with further details in respect of the proposed Bonus Issue; (ii) provide you with details of the proposed Issue Mandate and the proposed Repurchase Mandate, (iii) set out an explanatory statement regarding the Repurchase Mandate, (iv) provide particulars of the Directors to be re-elected and (v) give you notice of the AGM.

PROPOSED BONUS ISSUE

The Company is pleased to announce that the Board has resolved to recommend the Bonus Issue, being a bonus issue of Shares on the basis of one (1) Bonus Share for every one (1) existing Share held by the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date, subject to the approval by the Shareholders at the AGM. The Bonus Shares will be credited as fully paid at par by way of capitalisation of an amount equal to the total par value of the Bonus Shares standing to the credit of the share premium account of the Company. The terms of the Bonus Issue are set out below.

Basis of the Bonus Issue

Subject to the conditions as set out under the heading “Conditions of the Bonus Issue” below, the Bonus Shares will be issued and credited as fully paid at par on the basis of one (1) Bonus Shares for every one (1) existing Share held by the Qualifying Shareholders on the Record Date.

Assuming that there is no change to the number of issued Shares on or before the Record Date, on the basis of 1,922,630,800 existing Shares in issue as at the Latest Practicable Date, 1,922,630,800 Bonus Shares will be issued representing 100% of the existing issued share capital as at the date hereof. After the completion of the Bonus Issue, there will be a total of 3,845,261,600 Shares in issue as enlarged by the Bonus Issue. The Bonus Shares will be credited as fully paid at par value by way of capitalisation of an amount of HK$769,052,320 in the share premium account of the Company pursuant to the Bonus Issue. The Bonus Shares, upon issue, will rank pari passu with the then existing Shares in all respects.

The exact total number of the Bonus Share to be issued under the Bonus Issue will not be capable of determination until the Record Date.

Adjustments to the Share Options

Implementation of the Bonus Issue will lead to adjustments to the subscription price and/or the number of Shares to be issued upon exercise of the Share Options. As the exact number of the Bonus Shares will not be determined until the Record Date, the Company will make a further announcement for the adjustments to the Share Options and notify the respective holders of the Share Options regarding the adjustments to be made pursuant to the respective terms and conditions applicable to such Share Options.

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LETTER FROM THE BOARD

Conditions of the Bonus Issue

The Bonus Issue is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders at the AGM approving the Bonus Issue;

• (ii) the Listing Committee granting the listing of, and permission to deal in the Bonus Shares; and

• (iii) compliance with the relevant legal procedures and requirements (if any) under the applicable laws of Bermuda and the bye-laws of the Company to effect the Bonus Issue.

Listing, dealings and share certificates for the Bonus Issues

Application has been made to the Listing Committee for the listing of, and permission to deal in the Bonus Shares. No part of the securities of the Company is listed or dealt in, nor is listing or permission to deal in the securities of the Company being or proposed to be sought, on any other stock exchange.

It is expected that share certificates for the Bonus Shares will be posted by ordinary post on or before Thursday, 4 August 2016 upon fulfillment of all the conditions of the Bonus Issue at the risk of the Qualifying Shareholders to their respective addresses shown on the register of members of the Company on the Record Date. In the case of a joint holding, the share certificates for the Bonus Shares will be posted to the address of the person whose name stands first on the register of members of the Company on the Record Date.

Subject to the fulfillment of the conditions as set out in the paragraph headed “Conditions of the Bonus Issue” above, which include the granting of listing of, and permission to deal in, the Bonus Shares on the Stock Exchange, the Bonus Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Bonus Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Subject to the fulfilment of the conditions of the Bonus Issue, dealings in the Bonus Shares are expected to commence on Friday, 5 August 2016.

Overseas Shareholders

As at the Latest Practicable Date, the Company is a constituent stock of Hang Seng Composite Midcap Index and therefore the Shares are eligible for southbound trading under the Shanghai-Hong Kong Stock Connect. Subject to compliance with the relevant laws or regulations in the PRC, the Bonus Shares will be offered to the Shareholders in the PRC who are Qualifying Shareholders and are holding the Shares through Shanghai-Hong Kong Stock Connect.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, there are Overseas Shareholders whose addresses in the register of members of the Company were situated in the PRC. The Company will continue to ascertain whether there are any other Overseas Shareholders on the Record Date.

The Company will make enquiry and, if necessary, seek legal advice(s) from overseas counsel(s) on the applicable procedural requirements for extending the Bonus Issue to the Overseas Shareholder(s). Upon such enquiry, if the Board is of the view that the exclusion of the Overseas Shareholder(s) is necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, the Bonus Shares will not be issued to those Overseas Shareholder(s), that is, the Non-Qualifying Shareholders. In such circumstances, arrangements will be made for the Bonus Shares, which would otherwise have been issued to the Non-Qualifying Shareholders, if any, to be sold in the market as soon as practicable after dealings in the Bonus Shares commence. Any net proceeds of sale, after deduction of the related expenses, will be distributed in Hong Kong dollars to the Non-Qualifying Shareholders, if any, pro-rata to their respective shareholdings and remittances therefor will be posted to them, at their own risk, unless the amount falling to be distributed to any such persons is less than HK$100.00, in which case it will be retained for the benefit of the Company.

Status of the Bonus Shares and fractional entitlements

The Bonus Shares, upon issue, will rank pari passu with the then existing Shares in all respects, including the entitlement of receiving dividends and other distributions the record date for which falls on or after the date of allotment and issue of those Bonus Shares. There will not be any fractional entitlements to the Bonus Shares.

Reasons and Benefits for the Bonus Issue

The Board believes the Bonus Issue will enable the Shareholders to enjoy a pro-rata increase in the number of Shares being held in the Company without incurring any costs to the Shareholders, and may increase liquidity of the Shares by increasing the number of Shares held by the Shareholders.

The Board also believes that even the share price per Share on an ex-entitlement (or post Bonus Issue) basis might be reduced by the same proportion and the Bonus Issue will not have any change in the relative rights or proportionate interest of the Shareholders. By way of illustration only, based on the closing price of HK$10.62 per Share as at the Latest Practicable Date, the theoretical share price per Share would be decreased to HK$5.31 had the Bonus Issue taken place.

In addition to and as a result of the above, as the bid-offer spread of the Shares will remain unchanged (that is, HK$0.01), the spread as a percentage of the Share price will be increased immediately after the Bonus Issue. Such may induce frequent traders as the profitability of a rise in a single “spread” is enhanced (provided that such frequent traders are willing to accept an increased potential loss of a fall in a single “spread”). However, the transaction cost (in terms of percentage of bid-offer spread to the Share price) may be increased, which may have a negative impact on the liquidity of the Shares. Given the above,

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LETTER FROM THE BOARD

the Company considers that it is inconclusive as to whether the widened bid-offer spread in terms of percentage of Share price immediately after the Bonus Issue will, as a whole, have any positive or negative impact on the liquidity of the Shares.

Shareholders are advised to take note that the information mentioned in the above paragraphs is considered as forward looking that is based on management’s assumptions current beliefs and estimates that are subjects to risks, uncertainties and other factors in the market and under no circumstances shall it be considered as guarantee for future performance and therefore actual results may differ materially from those presented in this circular. Shareholders are further advised to consult their professional advisers if they are in doubt about the advantages and disadvantages of the Bonus Issue.

The Board has also considered alternative method to achieve the above purposes, including sub-division of Shares. Having considered the administrative procedures to be involved, the insignificant expenses arising from the Bonus Issue, and that no odd lot will be arisen as a result of the Bonus Issue, the Directors consider that the Bonus Issue is more appropriate in achieving the abovementioned purposes taking into account the interests of the Company and the Shareholders as a whole.

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

The purposes of the general mandates were to enable the Directors to issue additional Shares and to repurchase Shares should the need arise. Ordinary resolutions will be proposed at the AGM for approval of, amongst others, the Issue Mandate and the Repurchase Mandate in order to give to the Directors new general mandates:

• (i) to allot, issue and otherwise deal with new Shares not exceeding 20% of the number of issued shares of the Company as at the date of passing the proposed resolution at the AGM; and

• (ii) to repurchase Shares not exceeding 10% of the issued shares of the Company as at the date of passing the proposed resolution at the AGM.

In addition, a separate ordinary resolution will also be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if granted to the Directors at the AGM).

As at the Latest Practicable Date, the number of Shares in issue is 1,922,630,800 Shares. Accordingly, the exercise of the Issue Mandate in full would enable the Company to issue a maximum of 192,263,080 new Shares (assuming there is no change of the number of issued Shares after the Latest Practicable Date and up to the passing of the relevant resolution).

As at the Latest Practicable Date, the Listing Rules provide that, unless the Stock Exchange agrees otherwise, in the event the Issue Mandate is exercised and Shares are placed for cash consideration under the Issue Mandate, the issue price of the Shares may not be at a price which represents a discount of 20% or more to the benchmarked price of the Shares, such benchmarked price being the higher of:

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LETTER FROM THE BOARD

• (i) the closing price of the Shares as quoted on the Stock Exchange on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the Issue Mandate; and

• (ii) the average closing price of the Shares as quoted on the Stock Exchange in the 5 trading days immediately prior to the earlier of:

• (a) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of Shares under the Issue Mandate;

• (b) the date of the placing agreement or other agreement involving the proposed issue of Shares under the Issue Mandate; and

• (c) the date on which the placing or subscription price is fixed.

In terms of price at which Shares may be issued at time of exercise of the Issue Mandate, the Company will comply with the then prevailing requirements under the Listing Rules.

The Directors have no present intention to exercise the general mandates to issue Shares and to repurchase Shares of the Company. An explanatory statement containing information relating to the Repurchase Mandate is set out in Appendix I to this circular.

RE-ELECTION AND RESIGNATION OF DIRECTORS

It is proposed that, at the AGM, Mr. Alan Marnie, Mr. Dai Quanfa, Mr. Chau Shing Yim, David and Mr. Kan Chung Nin, Tony will retire by rotation in accordance with Bye-law 99.

Mr. Alan Marnie, Mr. Dai Quanfa, Mr. Chau Shing Yim, David and Mr. Kan Chung Nin, Tony, all being eligible, will offer themselves for re-election. The particulars of these Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

As a result of recent disposals, CDH Fund IV, L.P. and its affiliates no longer have any investment in the Company. Mr. Xie Fang, being the Director nominated by CDH W-Tech Limited at the time of its investment to join the Board, has tendered his resignation as a non-executive Director and member of the audit committee of the Company with effect from the date following the date of the AGM. Mr. Xie Fang has confirmed that there is no disagreement with the Board and there are no other matters relating to his resignation that need to be brought to the attention of the shareholders of the Company and the Stock Exchange.

TERMS OF DIRECTORS’ SERVICE CONTRACTS

Details of the service contracts of each of the Directors who proposes to continue as Directors after the AGM are set out in Appendix II of this circular.

– 10 –

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 5:00 p.m. on Wednesday, 13 July 2016 at Unit 2401-02, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong is set out on pages 21 to 26 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

You will find enclosed a form of proxy for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM. 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.

Pursuant to the Listing Rules, voting by poll is mandatory at all general meetings save for purely procedural or administrative matters. The Chairman of the AGM will request for voting by poll on all the proposed resolutions. As at the Latest Practicable Date, to the extent that the Company is aware having made all reasonable enquires, no Shareholder has to abstain from voting on any of the proposed resolutions. The results of the poll will be published on the websites of the Company and the Stock Exchange on the day of the above meeting.

CLOSURE OF REGISTER OF MEMBERS

Shareholders whose names appear on the Company’s register of members on Wednesday, 13 July 2016, will be eligible to attend and vote at the AGM. The transfer books and register of members will be closed from Friday, 8 July 2016 to Wednesday, 13 July 2016, both days inclusive, during which period no transfer of Shares will be effected. In order to determine the identity of shareholders who are entitled to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 7 July 2016.

Shareholders whose names appear on the Company’s register of members on Friday, 22 July 2016, will qualify for the proposed final dividend. The Company’s transfer books and register of members will be closed from Wednesday, 20 July 2016 to Friday, 22 July 2016 (both days inclusive) for the purpose of ascertaining shareholders’ entitlement to the proposed final dividend. In order to qualify for the proposed final dividend, all transfer forms accompanied by the relevant Share certificates must be lodged with the Company’s branch share registrar and transfer office in Computershare Hong Kong Investor Services Limited located at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 19 July 2016. The proposed final dividend (the payment of which is subject to the Shareholders’ approval at the AGM) is to be payable on Thursday, 4 August 2016 to Shareholders whose name appear on the register of members of the Company on Friday, 22 July 2016. The Shares will be traded ex-dividend on Monday, 18 July 2016.

– 11 –

LETTER FROM THE BOARD

Shareholders whose name appear on the Company’s register of members on Friday, 22 July 2016, will qualify for the entitlement to the Bonus Shares. The Company’s transfer books and register of members will be closed from Wednesday, 20 July 2016 to Friday, 22 July 2016 (both days inclusive) for the purpose of ascertaining shareholders’ entitlement to the Bonus Shares. In order to qualify for the entitlement to the Bonus Shares, all transfer forms accompanied by the relevant Share certificates must be lodged with the Company’s branch share registrar and transfer office in Computershare Hong Kong Investor Services Limited located at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 19 July 2016.

RECOMMENDATION

The Directors consider that the Bonus Issue, the granting of the Issue Mandate, the Repurchase Mandate and the re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of all resolutions as set out in the AGM Notice.

Your attention is also drawn to the additional information set out in Appendix I (explanatory statement) and Appendix II (particulars of Directors subject to re-election) to this circular.

By the order of the Board Man Wah Holdings Limited Wong Man Li Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This appendix includes an explanatory statement required by the Stock Exchange to be presented to Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

2. FUNDING OF REPURCHASES

Any repurchase will be made out of funds which are legally available for the purpose in accordance with the Memorandum of Association and Bye-laws of the Company and the laws of Bermuda. Such repurchases may only be effected out of the capital paid up thereon or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purposes of the repurchase. Any premium payable on a repurchase over the par value of the shares to be repurchased must be provided for out of funds of the Company or out of funds of the Company which would otherwise be available for dividend or distribution or out of the Company’s share premium account before the shares are repurchased.

As compared with the financial position of the Company as at 31 March 2016 (being the date to which the latest audited financial statements of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital or the gearing position of the Company in the event the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,922,630,800 Shares.

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM, the Company would be allowed under the repurchase proposal to repurchase a maximum of 192,263,080 Shares.

– 13 –

EXPLANATORY STATEMENT

APPENDIX I

4. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earning per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Bermuda and in accordance with the Memorandum of Association and Bye-laws of the Company.

6. EFFECT OF THE TAKEOVERS CODE

If as a result of a repurchase of Shares, 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 a group of shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Wong Man Li, the chairman and an executive Director of the Company, was interested in 1,217,694,400 Shares, representing approximately 63.33% of the issued share capital of the Company, through Man Wah Investments Limited, a substantial shareholder of the Company which was interested in 1,216,480,800 Shares, representing approximately 63.27% of the issued share capital of the Company.

In the event the Directors exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate and on the assumption that no further shares are issued or repurchased from the Latest Practicable Date to the date of the AGM, the shareholding interest of Mr. Wong would increase to approximately 70.37% of the issued share capital of the Company and the shareholding interest of Man Wah Investments Limited would increase to approximately 70.30% of the issued share capital of the Company. Such increase is not expected to give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to repurchase shares to such an extent which would result in less than 25% of the Shares being held by the public.

– 14 –

EXPLANATORY STATEMENT

APPENDIX I

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors and, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, none of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company. No connected person of the Company has notified the Company that he has a present intention to sell Shares to the Company. No core connected person of the Company has undertaken to sell or not to sell any of his Shares to the Company in the event that the Company is authorised to make repurchases of Shares when the Repurchase Mandate is approved and exercised.

8. SHARE PURCHASE MADE BY THE COMPANY

During the previous 6 months immediately preceding the Latest Practicable Date, the Company purchased Shares as follows:

	Highest price	Lowest price
Date of purchase	paid	paid
	HK$	HK$
22 February 2016	8.80	8.72
23 February 2016	8.85	8.85
24 February 2016	9.01	8.99
25 February 2016	9.10	9.00
26 February 2016	9.17	9.07
29 February 2016	9.29	9.11
1 March 2016	9.24	9.06
2 March 2016	9.28	9.18
3 March 2016	9.19	9.01
4 March 2016	9.26	9.15
7 March 2016	9.25	9.05
8 March 2016	9.25	9.02
9 March 2016	9.21	9.08
21 March 2016	9.13	8.84
22 March 2016	9.18	9.00
23 March 2016	9.30	9.22
24 March 2016	9.38	9.27
29 March 2016	9.45	9.19
30 March 2016	9.55	9.42
31 March 2016	9.79	9.50
1 April 2016	9.93	9.87

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EXPLANATORY STATEMENT

APPENDIX I

9. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous 12 calendar months immediately preceding the Latest Practicable Date were as follows:

Date	Highest	Lowest
	HK$	HK$
2015
May	10.16	8.50
June	8.88	7.49
July	8.00	6.50
August	8.42	6.60
September	8.55	7.31
October	9.60	7.71
November	9.27	8.53
December	9.49	8.30
2016
January	9.38	8.34
February	9.32	7.90
March	9.85	8.14
April	10.30	8.90
May (up to the Latest Practicable Date)	10.70	8.97

– 16 –

APPENDIX II PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

DETAILS OF PROPOSED DIRECTORS FOR RE-ELECTION AT THE AGM

The particulars of the Directors who are subject to re-election at the AGM and which are required to be disclosed by the Listing Rules are set out below:

(1) Mr. Alan Marnie (“Mr. Marnie”) – Executive Director

Mr. Marnie, aged 45, is our executive Director and was appointed on 6 October 2011 who joined the Group in September 2010. He is responsible for exploring the furniture markets in United Kingdom, Europe, Africa, Asia and Oceania. Mr. Marnie has over 25 years of experience in manufacturing, retail and marketing in furniture industry. Prior to joining the Group, he was employed by Homestyle Operations Limited (“ Homestyle ”) as the managing director for Steinhoff Retail Furniture Division in the United Kingdom for 2 years from 2008 to 2010. Homestyle belongs to Steinhoff International Holding Ltd (“ Steinhoff ”), a company listed on the Frankfurt Stock Exchange, and is one of the largest furniture retailers in Europe. In addition, Mr. Marnie had also worked for 19 years in Reid Furniture Limited, a company which was subsequently owned by Steinhoff, the largest furniture retailer of Scotland and Ireland at that time, and had served as its managing director and chief executive officer for 3 years and 2 years, respectively.

Mr. Marnie entered into a service contract with the Company for his appointment as an executive Director which was renewed on 3 July 2014 and expiring on the earlier of the date of the Company’s annual general meeting in 2017 and the third anniversary date of the date of commencement of the renewed term. Pursuant to such service contract, Mr. Marnie is entitled to a fixed remuneration of GBP492,000 per annum (including pension), cash and share options incentive bonus at the end of each financial year based on the percentage of increase of gross revenue and gross profit achieved by Man Wah (Macao Commercial Offshore) Limited. Mr. Marnie’s emoluments are determined by the Board by reference to the prevailing market rate and his time, effort and expertise devoted to the Company’s affairs. Both the Company and Mr. Marnie consider such remuneration to be reasonable. Such service contract can be terminated by either party giving at least six months’ prior notice in writing.

As at the Latest Practicable Date, Mr. Marnie was beneficially interested in 2,300,000 Share options, representing approximately 0.12% of the issued share capital of the Company, within the meaning of Part XV of the SFO. Save as aforesaid, Mr. Marnie does not have any other interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Marnie does not hold any other position with the Company or other members of the Group. He does not hold and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Other than the relationship arising from his directorship with the Company, Mr. Marnie does not have any relationship with any director, member of senior management or substantial or controlling shareholder (which have the meaning ascribed to them respectively under the Listing Rules) of the Company.

Save as disclosed above, there is no other information relating to Mr. Marnie’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of Mr. Marnie’s proposed re-election as an executive Director.

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APPENDIX II PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

(2) Mr. Dai Quanfa (“Mr. Dai”) – Executive Director

Mr. Dai, aged 43, is our executive Director. He was appointed as an executive Director on 19 July 2012. He joined the Group in 1995, and is currently a director of Man Wah Furniture Manufacturing (Huizhou) Co., Ltd. (敏華傢俱製造(惠州)有限公司), Man Wah Furniture Manufacturing (Shenzhen) Co., Ltd. (敏華傢俱製造(深圳)有限公司), King Famous Bedding Manufacturing (Shenzhen) Co., Ltd. (金雅典床俱製造(深圳)有限公司), Remaco Machinery Technology (Wujiang) Co., Ltd. (銳邁機械科技(吳江)有限公司) and Man Wah Furniture (China) Co., Ltd. (敏華傢俱(中國)有限公司) (all being subsidiaries of the Company) and senior director of the manufacturing center of the Group (the “ Senior Director ”). He is responsible for the Group’s manufacture of furniture in China. Mr. Dai has over 18 years of experience in the furniture industry.

Mr. Dai has an existing service contract with the Company for his appointment as an executive Director which was renewed for a term commencing from 7 July 2015 and expiring on the earlier of the date of the Company’s annual general meeting in 2018 and the third anniversary of the date of the commencement of the renewed term. Pursuant to such service contract, Mr. Dai is entitled to an annual remuneration of HK$250,000 for his service as an executive Director in addition to discretionary bonus to be determined by the Board, and also an annual remuneration of approximately RMB873,000 for his service as the Senior Director. Mr. Dai’s emoluments are determined by the Board by reference to the prevailing market rate and his time, effort and expertise devoted to the Company’s affairs. Such service contract can be terminated by either party giving at least three months’ prior notice in writing.

As at the Latest Practicable Date, Mr. Dai was beneficially interested in 1,572,400 Share options and held 303,200 Shares, representing approximately 0.10% of the issued share capital of the Company, within the meaning of Part XV of the SFO. Save as aforesaid, Mr. Dai does not have any other interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Dai does not hold any other position with the Company or other members of the Group. He does not hold and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Other than the relationship arising from his directorship with the Company, Mr. Dai does not have any relationship with any director, member of senior management or substantial or controlling shareholder (which have the meaning ascribed to them respectively under the Listing Rules) of the Company.

Save as disclosed above, there is no other information relating to Mr. Dai’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of Mr. Dai’s proposed re-election as an executive Director.

– 18 –

APPENDIX II PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

(3) Mr. Chau Shing Yim, David (“Mr. Chau”) – Independent Non-Executive Director

Mr. Chau, aged 52, is our independent non-executive Director and was appointed on 5 March 2010. Mr. Chau is the Chairman of the Company’s audit committee and a member of each of the Company’s nomination committee and remuneration committee. Mr. Chau has over 22 years of experience in corporate finance, working on projects ranging from initial public offering transactions and restructurings of PRC enterprises to cross-border and domestic takeover transactions. Mr. Chau was formerly a partner of one of the big four accounting firms in Hong Kong, holding the position as their Head of Merger and Acquisition and Corporate Advisory. He is a member of the Hong Kong Securities Institute, the Institute of Chartered Accountants in England and Wales (“ ICAEW ”), and was granted the Corporate Finance Qualification of the ICAEW, and the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”), and was an ex-committee member of the Disciplinary Panel of the HKICPA. Mr. Chau is an independent non-executive director of Varitronix International Limited (stock code: 710), Lee & Man Paper Manufacturing Limited (stock code: 2314), Evergrande Real Estate Group Limited (stock code: 3333) and Richly Field China Development Limited (stock code: 313). Mr. Chau is an Independent Non-executive Director of Evergrande Health Industry Group Limited on 27 March 2015 (stock code: 708) and Hengten Networks Group Limited (formerly known as Mascotte Holdings Limited) on 26 October 2015 (stock code: 136). All aforesaid companies are listed on the Hong Kong Stock Exchange.

Mr. Chau has an existing service contract with the Company which was renewed on 9 April 2016 and expiring on the earlier of the Company’s annual general meeting in 2019 and the third anniversary date of the date of commencement of the renewed term, and may be terminated by either party giving at least three months’ prior notice in writing. Pursuant to such service contract, Mr. Chau is entitled to director’s fees of HK$250,000 per annum, which is determined by reference to the prevailing market conditions, his roles and responsibilities.

Save as disclosed above, Mr. Chau does not hold any other position with the Company or other members of the Group. Save as disclosed above, Mr. Chau does not hold and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Other than the relationship arising from his directorship with the Company, Mr. Chau also does not have any relationship with any director, member of senior management or substantial or controlling shareholder (which have the meaning ascribed to them respectively under the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Chau does not have any other interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Mr. Chau’s proposed re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of Mr. Chau’s proposed re-election as an independent non-executive Director.

– 19 –

APPENDIX II PARTICULARS OF DIRECTORS SUBJECT TO RE-ELECTION

(4) Mr. Kan Chung Nin, Tony (“Mr. Kan”) – Independent Non-Executive Director

Mr. Kan Chung Nin, Tony, aged 62, LL.B., P.C.LL., BBS, JP , is our independent non-executive Director and was appointed on 20 May 2013. Mr. Kan is also a member of the Company’s nomination committee and remuneration committee. Mr. Kan is the Senior Consultant of Tony Kan & Co., Solicitors & Notaries, practising as a Solicitor of the Supreme Court of Hong Kong since 1982. He is also a Solicitor of the Supreme Court of England and Wales, a Barrister and Solicitor of the Supreme Court of the Australian Capital Territory, as well as Advocate and Solicitor of the Supreme Court of the Republic of Singapore. He is also a China Appointed Attesting Officer and a Notary Public. Mr. Kan is currently a Committee Member of the National Committee of the Chinese People’s Political Consultative Conference and was a Committee Member of the Guangdong Committee of the Chinese People’s Political Consultative Conference for three consecutive terms. Mr. Kan had been an Elected Member of the Sha Tin District Council from 1985 to the end of 2011. He had also been an Elected Member of the Regional Council and he was elected as Vice Chairman of the Council in July 1997 until its dissolution at the end of 1999. Since 1988, Mr. Kan has served as a Councillor of Heung Yee Kuk in the New Territories and is currently an Ex Officio Member and Executive Committee Member of the Kuk. Mr. Kan is serving and has served on various advisory committees for the government, including Town Planning Board Member and Member of the Building Committee of Hong Kong Housing Authority. He is currently a Member of the Election Committee of the Chief Executive of Hong Kong Special Administrative Region. Mr. Kan has been appointed since 15 March 2014 as a non-executive director of Midland Holdings Limited (stock code: 1200), as well as independent non-executive director of Nameson Holdings Limited (stock code: 1982) on 29 January 2016, both companies are listed on the Main Board of the Stock Exchange.

Mr. Kan has an existing service contract with the Company which was renewed on 20 May 2016 and expiring on the earlier of the date of the Company’s annual general meeting in 2019 and the third anniversary date of commencement of the renewed term, and may be terminated by either party giving at least three months’ prior notice in writing. Pursuant to such service contract, Mr. Kan is entitled to director’s fees of HK$250,000 per annum, which is determined by reference to the prevailing market conditions, his roles and responsibilities.

Save as disclosed above, Mr. Kan does not hold any other position with the Company or other members of the Group. Save as disclosed above, Mr. Kan does not hold and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Other than the relationship arising from his directorship with the Company, Mr. Kan also does not have any relationship with any director, member of senior management or substantial or controlling shareholder (which have the meaning ascribed to them respectively under the Listing Rules) of the Company. As at the Latest Practicable Date, Mr. Kan does not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to Mr. Kan’s proposed re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is also no further information which needs to be brought to the attention of the Shareholders in respect of Mr. Kan’s proposed re-election as an independent non-executive Director.

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

MANWAH

MAN WAH HOLDINGS LIMITED 敏華控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 01999)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Man Wah Holdings Limited (the “ Company ”) hereby announces that a Board meeting will be held at 5:00 p.m. on Wednesday, 13 July 2016 at Unit 2401-02, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong for the purposes of transacting the following business:

1. To receive, consider and adopt the reports of the directors and the auditors and the audited financial statements of the Company for the year ended 31 March 2016.

2. To declare a final dividend of HK19 cents per share for the year ended 31 March 2016.

3. To approve the re-election of Mr. Alan Marnie as an executive director of the Company and the terms of his appointment (including remuneration), details of which are set out in the Company’s circular to which this notice forms part (the “ Circular ”).

4. To approve the re-election of Mr. Dai Quanfa as an executive director of the Company and the terms of his appointment (including remuneration), details of which are set out in the Circular.

5. To approve the re-election of Mr. Chau Shing Yim, David as an independent non-executive director of the Company and the terms of his appointment (including remuneration), details of which are set out in the Circular.

6. To approve the re-election of Mr. Kan Chung Nin, Tony as an independent non-executive director of the Company and the terms of his appointment (including remuneration), details of which are set out in the Circular.

7. To re-appoint Deloitte Touche Tohmatsu as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.

– 21 –

NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass, with or without amendments, the following resolutions which will be proposed, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT : subject to The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Bonus Shares (as defined below):

2. (A) an amount standing to the credit of the share premium account of the Company as shall be required to be applied in paying up in full at par new shares of HK$0.40 each in the capital of the Company, such shares, credited as fully paid, to be issued, allotted and distributed among members of the Company whose names appear on the register of members of the Company on Friday, 22 July 2016 (the “ Record Date ”) on the basis of one new share (“ Bonus Share ”) for every one existing Share then held by a Qualifying Shareholder (as defined in the Circular), be capitalised and applied in such manner and the directors of the Company (the “ Directors ”) be and are hereby authorised to allot, issue and distribute such Bonus Shares;

3. (B) in the case where the address of any holder of Shares as shown on the register of members of the Company on the Record Date is outside Hong Kong (the “ Overseas Shareholders ”) and upon making relevant enquiries, the Directors consider the exclusion of such Overseas Shareholders is necessary or expedient, the Bonus Shares shall not be issued to such Overseas Shareholders (the “ Non-Qualifying Shareholders ”) but shall be aggregated and sold in the market as soon as practicable after dealings in the Bonus Shares commence. Any net proceeds of sale, after deduction of the related expenses, of HK$100.00 or more, will be distributed in Hong Kong dollars to the relevant Non-Qualifying Shareholders, if any, pro-rata to their respective shareholdings and remittances therefor will be posted to them, at their own risk, unless the amount falling to be distributed to any such persons is less than HK$100.00, in which case it will be retained for the benefit of the Company;

4. (C) the Bonus Shares to be issued, allotted and distributed pursuant to paragraph (A) of this resolution shall be subject to the memorandum of association and bye-laws of the Company and shall rank pari passu in all respects with the existing issued and unissued shares on the Record Date, except that they will not be entitled for the issue of Bonus Shares mentioned in this resolution; and

5. (D) the Directors are hereby authorised, at their absolute discretion, to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares, including, but not limited to, determining the amount to be capitalised out of the share premium account of the Company and the number of Bonus Shares to be issued, allotted and distributed in the manner referred to in paragraph (A) of this resolution.”

– 22 –

NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :

2. (A) subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (B) the mandate in paragraph (A) shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period;

4. (C) the number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to a Rights Issue (as hereinafter defined) or pursuant to the exercise of any options granted under the share option scheme adopted by the Company or an issue of shares upon the exercise of subscription rights attached to the warrants which might be issued by the Company or an issue of shares in lieu of the whole or part of a dividend on shares or any scrip dividend scheme or similar arrangement in accordance with the bye-laws of the Company, shall not exceed 20% of the number of issued shares of the Company on the day of passing this resolution; and

5. (D) for the purposes of this resolution:

“ Relevant Period ” means the period from the time of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum of association and bye-laws of the Company or any applicable law of Bermuda to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“ Rights Issue ” means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange).”

– 23 –

NOTICE OF ANNUAL GENERAL MEETING

10. “ THAT :

• (A) subject to paragraph (C) of this resolution below, a general mandate for the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;

• (B) the approval in paragraph (A) of this resolution above 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 repurchase its shares at a price determined by the Directors;

• (C) the number of shares of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the number of issued shares of the Company as at the time of passing this resolution; and

• (D) for the purposes of this resolution:

“ Relevant Period ” means the period from the time of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum of association and bye-laws of the Company or any applicable law of Bermuda to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

– 24 –

NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT conditional upon the passing of ordinary resolutions nos. 8 and 9 in the notice convening the annual general meeting of the Company, the aggregate nominal amount of the share capital of the Company which are repurchased by the Company pursuant to and in accordance with the said ordinary resolution no. 9 shall be added to the number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to and in accordance with the said ordinary resolution no. 9.”

By the order of the Board Man Wah Holdings Limited Wong Man Li Chairman

Hong Kong, 3 June 2016

Executive Directors:

Mr. Wong Man Li (Chairman and Managing Director)

Ms. Hui Wai Hing

Mr. Wang Guisheng

Mr. Alan Marnie Mr. Dai Quanfa

Ms. Wong Ying Ying

Non-executive Director:

Mr. Xie Fang

Independent Non-executive Directors:

Mr. Lee Teck Leng Robson Mr. Chau Shing Yim David Mr. Ong Chor Wei Mr. Kan Chung Nin, Tony

– 25 –

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. For resolutions 3 to 6 above, such resolutions are in respect of both the re-election of each of the directors of the Company as well as their corresponding terms of appointment (including remuneration) as the directors of the Company believe the terms of appointment and their re-election are interdependent and linked forming one significant proposal.

2. A form of proxy for the meeting is enclosed.

3. Any shareholder of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. Votes may be given either personally or by duly authorised corporate representative or by proxy. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder. In addition, a proxy or proxies representing either an individual shareholder or a shareholder which is a corporation, shall be entitled to exercise the same powers on behalf of the shareholder which he or they represent as such shareholder could exercise, including the right to vote individually on a show of hands.

4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

5. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

6. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

7. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

– 26 –