Baofeng Modern Internationl Hldgs : Renewal of General Mandates to Issue New Shares and Repurchase Shares, Refreshment of Scheme Mandate Limit under the Share Option Scheme, Retirement of Directors and Re-election of Retiring Directors and Notice of Annual General Meeting

If you are in doubt as to any aspect of this circular, 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 Baofeng Modern International Holdings Company Limited (the "Company"), you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker 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.

BAOFENG MODERN INTERNATIONAL HOLDINGS COMPANY LIMITED

寶峰時尚國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1121) RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, REFRESHMENT OF SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME, RETIREMENT OF DIRECTORS AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held at 20/F, OfficePlus @Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong on Monday, 9 October 2017 at 2:30 p.m. is set out on pages 16 to 20 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 office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and 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 shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so desire.

31 August 2017

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Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Appendix I - Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . . . . . 10 Appendix II - Details of Directors proposed to be re-elected at the AGM . . . . . . . . . . . 14 Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

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

"AGM" the annual general meeting of the Company to be held at 20/F, OfficePlus @Sheung Wan, 93-103 Wing Lok Street, Sheung Wan, Hong Kong on Monday, 9 October 2017 at 2:30 p.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the annual general meeting which is set out on pages 16 to 20 of this circular, or any adjournment thereof

"AGM Notice" the notice convening the AGM set out on pages 16 to 20 of this circular

"Articles" the articles of association of the Company

"Board" the board of Directors

"Company Laws" the Companies Laws of the Cayman Islands, as amended, consolidated and supplemented from time to time

"Company" Baofeng Modern International Holdings Company Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1121)

"close associate(s)" has the meaning as defined in the Listing Rules "core connected person" has the meaning as defined in the Listing Rules "Director(s)" the directors of the Company

"Extension Mandate" a general and unconditional mandate proposed to be granted

to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

"Group" the Company and its subsidiaries

"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. 6 in the AGM Notice

"Latest Practicable Date" 28 August 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained herein

"Listing Date" 28 January 2011, being the date on which the Shares first commenced dealings on the Stock Exchange

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"PRC" the People's Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Refreshment of Scheme Mandate Limit"

the proposed refreshment of the Scheme Mandate Limit at the AGM

"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. 7 in the AGM Notice

"Scheme Mandate Limit" the total number of Shares which may be allotted and issued

upon exercise of all options to be granted by the Board under the Share Option Scheme and any other share option scheme(s) of the Company to subscribe up to 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed, the total number of Shares which may be allotted and issued upon exercise of all options to be granted shall not exceed 10% of the Shares in issue as at the date of approval by the Shareholders of the refreshed limit

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

"Share(s)" ordinary share(s) of US$0.01 each in the share capital of the Company