Ten : PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS, AND NOTICE OF THE 2021 AGM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Ten Pao Group Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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.

TEN PAO GROUP HOLDINGS LIMITED

天 寶 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1979)

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE AND ISSUE SHARES,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS,

AND

NOTICE OF THE 2021 AGM

A notice convening the 2021 AGM of Ten Pao Group Holdings Limited to be held at Rooms 610-612, 6th Floor, Kwong Sang Hong Centre, 151-153 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Friday, 28 May 2021 at 4 : 30 p.m. is set out on pages 16 to 20 of this circular. A form of proxy for use at the 2021 AGM is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.tenpao.com.

Whether or not you are able to attend the 2021 AGM, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, 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 scheduled for the holding of the 2021 AGM (i.e. not later than 4 : 30 p.m. on Wednesday, 26 May 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2021 AGM or any adjourned meeting thereof should you subsequently so wish.

References to time and dates in this circular are to Hong Kong time and dates.

PRECAUTIONARY MEASURES FOR 2021 AGM

Please note that the following precautionary measures will be implemented by the Company at the 2021 AGM due to the COVID-19 pandemic (see pages 6 and 7 for details):

. Compulsory temperature checks

. Wearing of surgical face mask

. No provision of refreshments or drinks

Attendees who do not comply with the precautionary measures may be denied entry into the 2021 AGM venue, at the absolute discretion of the Company as permitted by law. For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the 2021 AGM by appointing the chairman of the meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the 2021 AGM in person.

20 April 2021

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Repurchase, Issue and Extension Mandates . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	2021 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Precautionary Measures for the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . .	8
Appendix II - Details of the Retiring Directors Proposed to be
	Re-elected at the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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DEFINITIONS

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

''2021 AGM''	an annual general meeting of the Company to be held at Rooms
	610-612, 6th Floor, Kwong Sang Hong Centre, 151-153 Hoi Bun
	Road, Kwun Tong, Kowloon, Hong Kong on Friday, 28 May
	2021 at 4 : 30 p.m. to consider and, if appropriate, to approve the
	resolutions contained in the notice of the 2021 AGM which is set
	out on pages 16 to 20 of this circular, or any adjournment
	thereof;
''Articles of	the articles of association of the Company currently in force (as
Association''	amended from time to time);
''Board''	the board of Directors;
''Companies Law''	the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and
	revised) of the Cayman Islands;
''Company''	Ten Pao Group Holdings Limited 天寶集團控股有限公司, a
	company incorporated in the Cayman Islands with limited
	liability, and the issued Shares of which are listed on the main
	board of the Stock Exchange;
''Director(s)''	the director(s) of the Company;
''Extension Mandate''	as defined in paragraph 2(c) of the Letter from the Board
	contained in this circular;
''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 PRC;
''Issue Mandate''	as defined in paragraph 2(b) of the Letter from the Board
	contained in this circular;
''Latest Practicable	13 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information in
	this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;

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DEFINITIONS

''Nomination	the nomination committee of the Company which comprises a
Committee''	total of four members, being the chairman of the Board, Mr.
	Hung Kwong Yee, and three independent non-executive
	Directors, Mr. Lam Cheung Chuen, Mr. Chu Yat Pang Terry
	and Mr. Lee Kwan Hung;
''PRC''	the People's Republic of China;
''Repurchase Mandate''	as defined in paragraph 2(a) of the Letter from the Board
	contained in this circular;
''SFO''	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong;
''Share(s)''	ordinary share(s) of HK$0.01 each in the share capital of the
	Company;
''Shareholder(s)''	holder(s) of Share(s);
''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 (as amended from time to
	time); and
''%''	per cent.

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LETTER FROM THE BOARD

TEN PAO GROUP HOLDINGS LIMITED

天 寶 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1979)
Executive Directors:	Registered Office:
Mr. Hung Kwong Yee	Cricket Square
(Chairman and Chief Executive Officer)	Hutchins Drive
Ms. Yang Bingbing	P.O. Box 2681
	Grand Cayman, KY1-1111
Independent Non-executive Directors:	Cayman Islands
Mr. Lam Cheung Chuen
Mr. Chu Yat Pang Terry	Headquarters and Principal Place of
Mr. Lee Kwan Hung	Business in Hong Kong:
	Rooms 610-612, 6th Floor
	Kwong Sang Hong Centre
	151-153 Hoi Bun Road
	Kwun Tong
	Kowloon
	Hong Kong
	Principal Place of Business in PRC:
	Dongjiang Industrial Estate
	Shuikou Street, Huicheng District
	Huizhou City 516005
	Guangdong Province
	PRC
	20 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE AND ISSUE SHARES,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS,

AND

NOTICE OF THE 2021 AGM

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of certain ordinary resolutions to be proposed at the 2021 AGM for (i) granting of the Repurchase

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LETTER FROM THE BOARD

Mandate to the Directors; (ii) granting of the Issue Mandate to the Directors; (iii) granting of the Extension Mandate to the Directors; and (iv) re-election of the retiring Directors, and to give you the notice of the 2021 AGM.

2. PROPOSED GRANTING OF THE REPURCHASE, ISSUE AND EXTENSION MANDATES

At the annual general meeting of the Company held on 29 May 2020, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares. Such mandates, to the extent not utilized, will lapse at the conclusion of the 2021 AGM.

Ordinary resolutions will be proposed at the 2021 AGM to approve the granting of the following general mandates to the Directors:

1. a general and unconditional mandate to exercise all the powers of the Company to repurchase Shares, on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission and the Stock Exchange, of not exceeding 10% of the number of Shares in issue as at the date of passing of such resolution (i.e. not exceeding 100,045,600 Shares on the basis that the existing number of Shares in issue (being 1,000,456,000 Shares as at the Latest Practicable Date) remains unchanged as at the date of the 2021 AGM) (the ''Repurchase Mandate'');
2. a general and unconditional mandate to allot, issue or deal with new Shares of not exceeding 20% of the number of Shares in issue as at the date of passing of such resolution (i.e. not exceeding 200,091,200 Shares on the basis that the existing number of Shares in issue (being 1,000,456,000 Shares as at the Latest Practicable Date) remains unchanged as at the date of the 2021 AGM) (the ''Issue Mandate''); and
3. a general and unconditional mandate to extend the Issue Mandate by the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (the ''Extension Mandate'').

The Repurchase Mandate and the Issue Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the 2021 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 7 and 8 of the notice of the 2021 AGM set out on pages 16 to 20 of this circular.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate at the 2021 AGM. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to clause 84 of the Articles of Association, Mr. Hung Kwong Yee and Mr. Lee Kwan Hung shall retire by rotation at the 2021 AGM. Both of the above two retiring Directors, being eligible, will offer themselves for re-election at the 2021 AGM.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, and contribution of the retiring Directors with reference to the Company's corporate strategy and the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy; and also reviewed the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of the above two Directors who are due to retire at the 2021 AGM. The Company considers that both of them will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. In addition, Mr. Lee Kwan Hung, the retiring independent non-executive Director who is holding other listed company directorships as listed in his biographical information set out in Appendix II to this circular, has given the annual written confirmation of his independence to the Company in accordance with the independence guidelines set out in the Listing Rules. The Nomination Committee and the Board are not aware of any circumstance that would affect the independence of Mr. Lee and are satisfied that he has the required character, integrity, experience and knowledge to continue fulfilling the role of independent non-executive Director.

In accordance with Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the above retiring Directors are set out in Appendix II to this circular.

4. 2021 AGM AND PROXY ARRANGEMENT

The notice of the 2021 AGM is set out on pages 16 to 20 of this circular. At the 2021 AGM, resolutions will be proposed to approve, inter alia, the granting of the Repurchase Mandate, the Issue Mandate and the Extension Mandate to the Directors, and the re-election of the retiring Directors.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2021 AGM. An announcement on the poll vote results will be published by the Company after the 2021 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

A form of proxy for use at the 2021 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and of the Company at www.tenpao.com. Whether or not you are able to attend the 2021 AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Hong Kong branch share registrar and transfer office of the Company, 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 scheduled for holding the 2021 AGM (i.e. not later than 4 : 30 p.m. on Wednesday, 26 May 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2021 AGM or any adjourned meeting thereof should you subsequently so wish and in such event, your proxy form returned shall be deemed to be revoked.

5. RECOMMENDATION

The Board considers that the ordinary resolutions to be proposed at the 2021 AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions at the 2021 AGM.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I - Explanatory Statement on the Repurchase Mandate; and Appendix II - Details of the Retiring Directors Proposed to be Re-elected at the 2021 AGM.

7. PRECAUTIONARY MEASURES FOR THE 2021 AGM

At the time of issuing this circular, many countries and regions around the world, including Hong Kong, are still devoting vigorous efforts to contain the spreading of the COVID-19 pandemic. To safeguard the health and safety of Shareholders who might be attending the 2021 AGM in person, and to help prevent the spread of the disease, the Company will implement the following precautionary measures at the 2021 AGM:

• Compulsory body temperature checks will be carried out on every attendee at the entrance of the 2021 AGM venue. Any person with a body temperature above the reference range quoted by the Hong Kong Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into the 2021 AGM venue and be requested to leave the 2021 AGM venue.
• Every attendee will be required to wear a surgical face mask throughout the 2021 AGM and sit at a distance from other attendees. Please note that no masks will be provided at the 2021 AGM venue and attendees should wear their own masks.
• No refreshments or drinks will be provided to the attendees at the 2021 AGM.

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LETTER FROM THE BOARD

Attendees are in addition requested to observe and practise good personal hygiene at all times. To the extent permitted by law, the Company reserves the right to deny entry into the 2021 AGM venue or require any person to leave the 2021 AGM venue so as to ensure the health and safety of the attendees at the 2021 AGM.

The Company reminds Shareholders that attendance at the 2021 AGM in person is not necessary for the purpose of exercising voting rights. Shareholders may consider appointing the chairman of the 2021 AGM as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the 2021 AGM arrangements. Shareholders should check the websites of the Company and the Stock Exchange for further announcement and update on the 2021 AGM arrangements, if any.

Yours faithfully,

By order of the Board

Hung Kwong Yee

Chairman & Chief Executive Officer

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE 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 2021 AGM in relation to the granting of the Repurchase Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 1,000,456,000 Shares in issue.

Subject to the passing of the proposed ordinary resolution set out in item 7 of the notice of the 2021 AGM in respect of the granting of the Repurchase Mandate and on the basis that the number of Shares in issue remains unchanged as at the date of the 2021 AGM, i.e. remains at 1,000,456,000 Shares, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 100,045,600 Shares, representing 10% of the number of Shares in issue as at the date of passing such resolution.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purposes in accordance with the amended and restated memorandum of association of the Company, the Articles of Association, the Companies Law and other applicable laws of the Cayman Islands.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), 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 for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Mr. Hung Kwong Yee (''Chairman Hung''), the chairman of the Board, was deemed to be interested in 655,552,000 Shares, representing approximately 65.53% of the total issued share capital of the Company. Out of these Shares, (i) 17,540,000 Shares (being approximately 1.75% of the total issued share capital of the Company) were personally owned by Chairman Hung; (ii) 338,012,000 Shares (being approximately 33.79% of the total issued share capital of the Company) were held by Even Joy Holdings Limited (a company wholly owned by Chairman Hung); and (iii) 300,000,000 Shares (being approximately 29.99% of the total issued share capital of the Company) were held by TinYing Investments Limited, a company wholly owned by TinYing Holdings Limited, which was in turn wholly owned by Vistra Trust (BVI) Limited acting as the trustee of The TinYing Trust, a discretionary trust of which Chairman Hung is the founder and one of the beneficiaries. On the basis that (i) the total issued share capital of the Company (being 1,000,456,000 Shares) remains unchanged as at the date of the 2021 AGM, and (ii) the shareholding interest of Chairman Hung in the Company (being 655,552,000 Shares) remains unchanged immediately after the full exercise of the Repurchase Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the 2021 AGM (presuming that apart from the decrease of the issued share capital arising from the said full exercise of the Repurchase Mandate, there is no other change in the Company's issued share capital), the shareholding interest of Chairman Hung in the issued Shares would be increased to approximately 72.81% of the total issued share capital of the Company.

The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate. Besides, the Listing Rules prohibit a company from making repurchase of its shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company's issued share capital would be in public hands. The Directors will not propose to repurchase Shares if it would result in the number of issued Shares in public hands falls below 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange during each of the previous 12 months were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
April	0.79	0.69
May	0.77	0.67
June	0.76	0.69
July	0.82	0.69
August	1.06	0.67
September	1.31	1.03
October	1.26	1.12
November	1.49	1.17
December	2.24	1.39
2021
January	2.65	1.98
February	2.75	2.13
March	2.58	1.75
April (up to the Latest Practicable Date)	2.35	2.22

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the previous six months (whether on the Stock Exchange or otherwise).

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the 2021 AGM according to the Articles of Association, are provided below.

1. MR. HUNG KWONG YEE, EXECUTIVE DIRECTOR Position and experience

Mr. Hung Kwong Yee, aged 62, is the Chairman of the Board, an executive Director, the chief executive officer, the chairman of the Nomination Committee and a member of the remuneration committee of the Company. He is also a director of certain subsidiaries of the Company. Chairman Hung is responsible for the overall strategic planning and overseeing the general management of the Group. He was appointed as a Director in January 2015 and redesignated as the Chairman of the Board and an executive Director with effect from June 2015.

Chairman Hung is the founder of the Group. He established his business under the trading name ''Ten Pao Company (天寶公司)'' in Hong Kong in December 1979 and established the production plant in Huizhou, Guangdong Province in October 1988. Accordingly, he has accumulated over 40 years of experience in the power supply industry. Chairman Hung holds social titles and offices in various statutory bodies and charitable organizations, including a member of the Chinese People's Political Consultative Conference, Anhui Province (安徽省中國人民政治協商會議); the executive vice president of the Huizhou City Foreign Investment Enterprise Association (惠州市外商投資企業協會); the chairman of Huizhou Ganghui Love Foundation (惠州市港惠愛心基金會); the executive vice president of Huizhou Overseas Chinese Enterprises Association (惠州市僑商協會); the honorary president of the Huizhou City Huicheng District Foreign Investment Enterprise Association (惠州市惠 城區外商投資企業協會); the chairman of the Huizhou Division of the Federation of Hong Kong Industries of Pearl River Delta Council (香港工業總會珠三角工業協會惠 州分部); the vice chairman of the Hong Kong Shine Tak Foundation (香港善德基金 會); the honorary life chairman of the Hong Kong Baptist University Foundation (香港浸會大學基金會). In addition, the Hong Kong Baptist University has conferred Honorary University Fellowship on Chairman Hung.

Chairman Hung graduated from the High School of Yinglin Middle School of Jinjiang City, Fujian Province (福建省晉江市英林中學高中部) in the PRC in July 1976.

Chairman Hung has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

Length of service

Pursuant to the existing service contract between Chairman Hung and the Company, his current term of office is three years from 11 December 2018, unless terminated by not less than 3 months' notice in writing by either party to the other. He is also subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association.

Relationships

Chairman Hung is a director and the sole shareholder of Even Joy Holdings Limited (a substantial Shareholder), and a director of TinYing Holdings Limited and TinYing Investments Limited. TinYing Investments Limited, a substantial Shareholder, is wholly owned by TinYing Holdings Limited, which is in turn wholly owned by Vistra Trust (BVI) Limited acting as the trustee of The Tin Ying Trust, a discretionary trust of which Chairman Hung is the founder and one of the beneficiaries.

Save as disclosed above and disclosed in the immediately following section ''Interests in Shares'', Chairman Hung does not have any relationships with any Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Chairman Hung had the following interests in the Shares:

1. He personally owned 17,540,000 Shares, representing approximately 1.75% of the issued share capital of the Company.
2. He was deemed to be interested in 338,012,000 Shares, representing approximately 33.79% of the issued share capital of the Company, which were held by Even Joy Holdings Limited, a company wholly owned by Chairman Hung.
3. He was deemed to be interested in 300,000,000 Shares, representing approximately 29.99% of the issued share capital of the Company, which were held by TinYing Investments Limited.

Save as disclosed above, Chairman Hung was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

Director's emoluments

Pursuant to the aforementioned service contract, Chairman Hung is entitled to receive a salary and a discretionary bonus in respect of each financial year of the Company. He is also eligible to participate in the Company's share option scheme. For the year ended 31 December 2020, Chairman Hung's remuneration amounted to HK$14,079,000 (comprising (i) salary amounting to HK$5,460,000; (ii) discretionary bonus amounting to HK$8,601,000; and (iii) employer's contribution to a retirement benefit scheme amounting to HK$18,000).

The above emoluments of Chairman Hung have been determined with reference to his role and duties, experience and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the remuneration committee of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Chairman Hung to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Chairman Hung that need to be brought to the attention of the Shareholders.

1. MR. LEE KWAN HUNG, INDEPENDENT NON-EXECUTIVE DIRECTOR Position and experience

Mr. Lee Kwan Hung (''Mr. Lee''), aged 55, has been appointed as an independent non-executive Director since 23 November 2015, and is responsible for overseeing the management of the Group independently. He is also the chairman of the remuneration committee and a member of the Nomination Committee and the audit committee of the Company. Mr. Lee has approximately 30 years of experience in legal services. Mr. Lee commenced working in Woo Kwan Lee & Lo, a law firm in Hong Kong, in 1989 and worked as a partner from 2001 to 2011. He worked in the Listing Division of the Stock Exchange, where he successively served as a manager and senior manager from 1992 to 1994. He joined Howse Williams, a law firm in Hong Kong, as a consultant in 2014. Mr. Lee received a bachelor's degree in laws (honours) and a postgraduate certificate in laws from The University of Hong Kong in November 1988 and September 1989 respectively. He was admitted as a solicitor in Hong Kong in 1991 and in the United Kingdom in 1997.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

Currently, Mr. Lee is acting as an independent non-executive director of the following companies listed on the Stock Exchange:

Name of listed company	Stock code
China BlueChemical Ltd.	3983
Embry Holdings Limited	1388
FSE Services Group Limited	331
Glory Sun Financial Group Limited	1282
NetDragon Websoft Holdings Limited	777
Newton Resources Ltd	1231
Red Star Macalline Group Corporation Ltd.	1528
Tenfu (Cayman) Holdings Company Limited	6868

In the past three years, Mr. Lee acted as an independent non-executive director of Asia Cassava Resources Holdings Limited (stock code: 841) and Landsea Green Properties Co., Ltd. (stock code: 106), both of which are listed on the Stock Exchange. Save as disclosed above, Mr. Lee has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the existing service contract between Mr. Lee and the Company, his current term of office is three years commencing from 11 December 2018, unless terminated by either party giving to the other not less than three months' notice in writing. Mr. Lee is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Lee does not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Lee was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

Director's emoluments

Currently, Mr. Lee is entitled to a fixed annual director's fee of HK$360,000, which has been determined with reference to his role and duties, experience and responsibilities as well as the prevailing market conditions. Mr. Lee is also eligible to participate in the Company's share option scheme. The above emoluments of Mr. Lee are subject to revision in future by the decision of the Board based on the recommendation of the remuneration committee of the Company.

Other information and matters that need to be disclosed or brought to the attention of the Shareholders

As far as the Directors are aware, there is no information of Mr. Lee to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr. Lee that need to be brought to the attention of the Shareholders.

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NOTICE OF THE 2021 AGM

TEN PAO GROUP HOLDINGS LIMITED

天 寶 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1979)

NOTICE IS HEREBY GIVEN that an annual general meeting (the ''2021 AGM'') of Ten Pao Group Holdings Limited (the ''Company'') will be held at Rooms 610-612, 6th Floor, Kwong Sang Hong Centre, 151-153 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong on Friday, 28 May 2021 at 4 : 30 p.m. for the following purposes:

1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor of the Company for the year ended 31 December 2020;
2. To declare a final dividend of HK5.5 cents per share for the year ended 31 December 2020;
3. To re-elect Mr. Hung Kwong Yee as an executive director of the Company;
4. To re-elect Mr. Lee Kwan Hung as an independent non-executive director of the Company;
5. To authorize the board of directors of the Company to fix the directors' remuneration;
6. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorize the board of directors of the Company to fix their remuneration;
7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   ''THAT:
8. 1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange recognized by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws, rules and regulations in this regard, be and is hereby generally and unconditionally approved;

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NOTICE OF THE 2021 AGM

1. the total number of shares of the Company which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of shares of the Company in issue at the date immediately before and after such consolidation or subdivision shall be the same; and
2. for the purpose of this resolution, ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the shareholders of the Company in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws, rules or regulations to be held.'';

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

''THAT:

1. subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in 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;
2. the approval in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) during the Relevant Period which would or might require the exercise of such powers during or after the end of the Relevant Period;

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NOTICE OF THE 2021 AGM

1. the aggregate number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
2. 1. a Rights Issue (as defined in paragraph (d) below);
   2. the exercise of the outstanding conversion rights attaching to any convertible securities issued by the Company, which are convertible into shares of the Company;
   3. the exercise of options under share option scheme(s) of the Company; and
   4. any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company 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,

shall not exceed 20% of the total number of shares of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of shares of the Company in issue at the date immediately before and after such consolidation or subdivision shall be the same; and

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the shareholders of the Company in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws, rules or regulations to be held; and

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NOTICE OF THE 2021 AGM

''Rights Issue'' means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors of the Company 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 recognized regulatory body or any stock exchange).''; and

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

''THAT conditional upon the passing of resolutions set out in items 7 and 8 of the notice convening the 2021 AGM (the ''Notice''), the general mandate referred to in the resolution set out in item 8 of the Notice be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the aggregate number of shares of the Company purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 7 of the Notice, provided that such amount shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing of this resolution.''.

By order of the Board

Hung Kwong Yee

Chairman & Chief Executive Officer

Hong Kong, 20 April 2021

Notes:

1. Any shareholder of the Company entitled to attend and vote at the 2021 AGM is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, 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 2021 AGM (i.e. not later than 4 : 30 p.m. on Wednesday, 26 May 2021) or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the 2021 AGM and, in such event, the form of proxy delivered shall be deemed to be revoked.

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NOTICE OF THE 2021 AGM

1. To ascertain shareholders' eligibility to attend and vote at the 2021 AGM, the register of members of the Company will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the 2021 AGM, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates are lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at its address shown in Note 2 above for registration no later than 4 : 30 p.m. on Monday, 24 May 2021.
2. To ascertain shareholders' entitlement to the proposed final dividend upon passing of resolution no. 2 set out in this Notice, the register of members of the Company will be closed from Tuesday, 29 June 2021 to Friday, 2 July 2021 (both days inclusive), during which period no share transfer will be effected. In order to qualify for entitlement to the said proposed final dividend, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at its address shown in Note 2 above for registration no later than 4 : 30 p.m. on Monday, 28 June 2021.
3. References to time and dates in this Notice are to Hong Kong time and dates.

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