Times China : PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS AND GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Times China Holdings Limited, you should at once hand this circular, together with the accompanying 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 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.

TIMES CHINA HOLDINGS LIMITED

時 代 中 國 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1233)

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Boardroom II, Level 5, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on 21 May 2021 (Friday) at 10:00 a.m. is set out on pages 15 to 19 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.timesgroup.cn. Whether or not you are able to attend the Annual General Meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, 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 Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude any Shareholder from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish and in such event the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of this circular for precautionary measures being adopted to minimize the risk of the transmission and spread of the epidemic caused by COVID-19 at the Annual General Meeting, including:

• compulsory temperature checks
• health declarations
• mandatory-wearingof surgical face masks
• appropriate social distancing
• no provision of refreshments, corporate gifts and gift coupons

Any person who does not comply with any of the precautionary measures may be denied entry into the Annual General Meeting venue. The Company encourages Shareholders to consider appointing the chairman of the Annual General meeting as their proxy to vote on the relevant resolutions to be tabled at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

15 April 2021

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the novel coronavirus ("COVID-19") pandemic situation, the Company will implement the following precautionary measures at the Annual General Meeting to safeguard the health and safety of the attendees at the Annual General Meeting (the "Attendees"):

1. compulsory body temperature checks will be conducted on all Attendees.
2. all Attendees will be required to sign and complete a health declaration form before admission to the Annual General Meeting venue.
3. all Attendees will be required to wear a surgical face mask at the Annual General Meeting venue and throughout the Annual General Meeting. Please note that no masks will be provided and Attendees should bring and wear their own masks.
4. subject to strict compliance of the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation, seating will be arranged so as to allow for appropriate social distancing and the Company may limit the number of Attendees at the Annual General Meeting to avoid over-crowding.
5. no refreshments will be served, and no corporate gifts and gift coupons will be distributed.
6. any other additional precautionary measures in accordance with the prevailing requirements or guidelines of the Hong Kong Government and/or regulatory authorities, or as considered appropriate in light of the development of COVID-19.

Should any person refuses to comply with any of the precautionary measures, the Company reserves the rights to deny his/her entry into the Annual General Meeting venue or require any Attendee to leave the Annual General Meeting venue.

The Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. The Company strongly encourages Shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy instead of attending the Annual General Meeting in person. A copy of the proxy form is available for downloading and use at the respective websites of the Company at www.timesgroup.cn and the Stock Exchange at www.hkexnews.hk.

Due to the constantly evolving of COVID-19 situation in Hong Kong, the Attendees are urged to view the respective websites of the Company and the Stock Exchange for future announcements on the arrangement of the Annual General Meeting.

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DEFINITIONS

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

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LETTER FROM THE BOARD

TIMES CHINA HOLDINGS LIMITED

時 代 中 國 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1233)

PROPOSALS FOR

RE-ELECTION OF RETIRING DIRECTORS

AND

GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and further information in relation to, among other matters, the following proposals to be

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LETTER FROM THE BOARD

put forward at the Annual General Meeting: (a) to approve the re-election of the retiring Directors;

1. to grant to the Directors of the Issue Mandate and the Buy-back Mandate; and (c) to extend the Issue Mandate to include Shares bought back pursuant to the Buy-back Mandate.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 108 of the Articles of Association, Mr. Guan Jianhui, Mr. Bai Xihong and Mr. Li Qiang will retire by rotation and being eligible, will offer themselves for re-election as the Directors at the Annual General Meeting.

In reviewing the structure, size and composition of the Board, the nomination committee of the Company (the "Nomination Committee") will consider the Board diversity from a number of aspects, including but not limited to gender, age, race, language, cultural and educational background, industry and professional experience, and skills and knowledge. It shall recommend suitable candidates who are in and outside of the Group's circle of contacts. The candidates identified will be considered against criteria including character and integrity, business experience, compliance, willingness to devote sufficient time to discharge duties, diversity, contribution to the Board, and independence as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

Biographical details of the above retiring Directors who are standing for re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

ISSUE MANDATE

In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, an ordinary resolution 5(A) will be proposed at the Annual General Meeting to grant a general mandate to the Directors to exercise all powers of the Company to allot, issue and deal with additional Shares up to 20% of the number of the issued Shares as at the date of passing of the resolution in relation thereto.

As at the Latest Practicable Date, the issued Shares comprised 1,938,817,142 Shares. Subject to the passing of the ordinary resolution 5(A) and on the basis that no further Shares are issued or bought back after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 387,763,428 Shares under the Issue Mandate.

In addition, subject to a separate approval of the ordinary resolutions 5(B) and 5(C), the number of Shares bought back by the Company under ordinary resolution 5(B) will also be added to extend the 20% limit of the Issue Mandate as mentioned in the ordinary resolution 5(A) provided that such additional amount shall not exceed 10% of the number of the issued Shares as at the date of passing the resolutions in relations to the Issue Mandate and the Buy-back Mandate.

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LETTER FROM THE BOARD

BUY-BACK MANDATE

An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Buy-back Mandate to the Directors to exercise all powers of the Company to buy back Shares representing up to 10% of the number of the issued Shares as at the date of passing of the resolution in relation to the Buy-back Mandate.

Subject to the approval of the above proposals by the Shareholders at the Annual General Meeting, the Issue Mandate and the Buy-back Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by the Companies Act or Articles of Association to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Buy-back Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 15 to 19 of this circular is the notice of the Annual General Meeting containing, inter alia, the ordinary resolutions in relation to approving the re-election of the retiring Directors and granting the Directors the Issue Mandate and the Buy-back Mandate.

For determining eligibility to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from 17 May 2021 (Monday) to 21 May 2021 (Friday), both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer of Shares, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on 14 May 2021 (Friday).

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.timesgroup.cn. Whether or not you are able to attend the Annual General Meeting, you are required to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish and in such event the form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any resolution put to the vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of Annual General Meeting will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposed re-election of the retiring Directors, granting to the Directors of the Issue Mandate and the Buy-back Mandate and the extension of the Issue Mandate are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend all Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

GENERAL

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully

By Order of the Board

Times China Holdings Limited

Shum Chiu Hung

Chairman

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The following are the particulars of the Directors (as required by the Listing Rules) standing for re-election at the Annual General Meeting.

Executive Directors

Mr. Guan Jianhui (關建輝) ("Mr. Guan"), aged 56, was appointed as the Director in January 2008 and was re-designated as the executive Director in February 2008. He has been a vice president of Times Group from January 2002 to January 2018. He has also been the chairman of standard and innovation management committee since 2018. Mr. Guan assisted Mr. Shum to found Sweetland Real Estate in 1999 and joined Times Group in May 2001. He was the head of capital operation center in charge of finance, funding and cost management from 2002 to 2006; the head of operation management center in charge of project management center, design center and materials center from 2007 to 2013; and the head of corporate management center in charge of human resources center, information management center and administration services center from 2014 to 2017. He has over 20 years of experience in real estate corporate management. Mr. Guan graduated from South China Normal University (華南師範大學) with a bachelor's degree in arts in December 1994, and obtained an EMBA from Peking University (北京大學) in July 2009. Mr. Guan was a member of the 14th Guangzhou Yuexiu District Committee of the Chinese People's Political Consultative Conference (中國人民政治協商會議第十四屆廣州市越秀區委員會). Mr. Guan is currently a member of 15th People's Congress of Guangzhou (廣州市第十五屆人民代表大會).

Save as disclosed above, Mr. Guan has not held any directorship in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Guan is also a director of other members of the Group. Save as disclosed above, Mr. Guan does not have any relationship with any Director, senior management or substantial Shareholders or the Controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Guan was deemed to be interested in 46,350,000 Shares within the meaning of Part XV of the SFO. As at the Latest Practicable Date, Mr. Guan was deemed to be interested in 20,833,173 shares of Times Neighborhood Holdings Limited (a company listed on the Stock Exchange, stock code: 9928) under the SFO.

Mr. Guan has entered into a service agreement with the Company for a term of three years commencing from 11 December 2019. He is entitled to an annual remuneration of RMB1,816,750 and discretionary bonus. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association. His remuneration package was determined by the Board as recommended by the remuneration committee of the Company with reference to his duties and responsibilities, the Company's performance, prevailing market conditions and remuneration benchmarks in the industry.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters in relation to Mr. Guan that need to be brought to the attention of the Shareholders.

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Mr. Bai Xihong (白錫洪) ("Mr. Bai"), aged 53, was appointed as the Director in January 2008 and was designated as the executive Director in February 2008. He has been a vice president of Times Group since January 2002. He has also been the general manager of the Guangzhou regional office of Times Group since January 2002 whereby he is primarily responsible for project research and development, designing, procurement and project management in Guangzhou. He is currently the chairman of strategy and resources management committee. Mr. Bai joined Sweetland Real Estate in 1999 and joined Times Group in May 2001. Mr. Bai has over 20 years of experience in real estate corporate management. Mr. Bai also serves as non-executive director and chairman of Times Neighborhood Holdings Limited (a company listed on the Stock Exchange, stock code: 9928). He graduated from Guangdong Radio & Television University (廣東廣播電視 大學) in industrial enterprise operation management in 1990 and obtained an EMBA from Sun Yat-Sen University (中山大學) in December 2009. In 2005, Mr. Bai was recognised as an "Outstanding Contributor to Guangzhou Real Estate in the Past 20 years" ("廣州地產二十年傑出 貢獻名人") by the Guangzhou Real Estate in the Past 20 Years' event organizing committee (廣州 地產二十年大型活動組委會), Guangzhou Real Estate Organization (廣州市房地產業協會) and Guangzhou Real Estate Guide Union (房地產導刊社). He was awarded the "2006 Outstanding CEO (Diamond Award) in Mainstream Real Estate in China" ("2006中國主流地產金鑽獎傑出貢 獻CEO") in 2006 by China Mainstream Real Estate Economy Summit (中國地產經濟主流峰會), "Innovative and Meritorious Individual in China's Real Estate Industry in the 60 years since the Founding of the PRC" ("建國60年中國房地產營銷創新功勛名人") in 2009 by the 7th China Real Estate Economy Summit (第七屆中國地產經濟主流峰會) and "Real Estate Pioneers Award" ("地 產先鋒人物獎") in 2010 by Xin Kuai News (新快報). Mr. Bai was a member of the Guangzhou Committee of the Chinese People's Political Consultative Conference (中國人民政治協商會議廣 州市委員會). Mr. Bai is currently the chairman of Guangzhou Nansha New District Association of Real Property (廣州市南沙新區房地產協會).

Save as disclosed above, Mr. Bai has not held any directorship in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Bai is also a director of other member(s) of the Group. Save as disclosed above, Mr. Bai does not have any relationship with any Director, senior management or substantial Shareholders or the Controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Bai was interested and deemed to be interested in 45,091,000 Shares within the meaning of Part XV of the SFO. As at the Latest Practicable Date, Mr. Bai was interested and deemed to be interested in 20,530,484 shares of Times Neighborhood Holdings Limited (a company listed on the Stock Exchange, stock code: 9928) under the SFO.

Mr. Bai has entered into a service agreement with the Company for a term of three years commencing from 11 December 2019. He is entitled to an annual remuneration of RMB1,816,750 and discretionary bonus. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association. His remuneration package was determined by the Board as recommended by the remuneration committee of the Company with reference to his duties and responsibilities, the Company's performance, prevailing market conditions and remuneration benchmarks in the industry.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters in relation to Mr. Bai that need to be brought to the attention of the Shareholders.

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Mr. Li Qiang (李強) ("Mr. Li"), aged 46, was appointed as the Director in January 2008 and was designated as the executive Director in February 2008. He has been a vice president of Times Group from July 2009 to April 2020. He is the senior vice president and general manager of the risk management and service quality management center of Times Group since April 2020 and is primarily responsible for audit, supervision, legal, and service quality management matters. Mr. Li joined Times Group in July 2005 as an assistant to the president. Mr. Li has over 15 years of experience in real estate corporate management. Mr. Li also serves as a non-executive director of Times Neighborhood Holdings Limited (a company listed on the Stock Exchange, stock code: 9928). Mr. Li obtained a master's degree in law from Hunan Normal University (湖南師範大學) in June 2000, and an EMBA degree from Sun Yat-Sen University (中山大學) in December 2007. He was admitted as a lawyer in the PRC in June 1998. Mr. Li is an arbitrator of China Guangzhou Arbitration Commission (中國廣州仲裁委員會) and was a member of the 15th People's Congress of Guangzhou Yuexiu District (廣州市越秀區第十五屆人民代表大會).

Save as disclosed above, Mr. Li has not held any directorship in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. Li is also a director of other members of the Group. Save as disclosed above, Mr. Li does not have any relationship with any Director, senior management or substantial Shareholders or the Controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Li was interested in 2,880,000 Shares within the meaning of Part XV of the SFO. As at the Latest Practicable Date, Mr. Li was interested in 1,227,692 shares of Times Neighborhood Holdings Limited (a company listed on the Stock Exchange, stock code: 9928) under the SFO.

Mr. Li has entered into a service agreement with the Company for a term of three years commencing from 11 December 2019. He is entitled to an annual remuneration of RMB1,400,750 and discretionary bonus. He is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association. His remuneration package was determined by the Board as recommended by the remuneration committee of the Company with reference to his duties and responsibilities, the Company's performance, prevailing market conditions and remuneration benchmarks in the industry.

Save as disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters in relation to Mr. Li that need to be brought to the attention of the Shareholders.

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The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Buy-back Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued Shares comprised 1,938,817,142 Shares with nominal value of HK$0.1 each. Subject to the passing of the resolution granting the Buy-back Mandate and on the basis that no further Shares are issued or bought back before the Annual General Meeting, the Company will be allowed to buy back a maximum of 193,881,714 Shares which represent 10% of the number of issued Shares during the period ending on the earlier 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 any applicable laws or the Articles of Association to be held; or (iii) the date on which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS AND FUNDING OF BUY-BACKS

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek the Buy-back Mandate from the Shareholders to enable the Company to buy back its shares. Such buy-backs may, depending on 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 a buy-back will benefit the Company and the Shareholders as a whole.

Buy-backs of Shares will be financed out of funds legally available for the purpose and in accordance with the memorandum and Articles of Association, the Listing Rules, the Companies Act and any other applicable laws. Any buy-back by the Company of its own shares may be made out of the profits of the Company or out of a fresh issue of shares of the Company made for the purpose of the buy-back or, subject to the Companies Act, out of capital and, in the case of any premium payable on the buy-back, out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, subject to the Companies Act, out of capital.

The Directors have no present intention to buy back any Shares and they would only exercise the power to buy back in circumstances where they consider that the buy-back would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Buy-back Mandate was to be exercised in full, it may have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date on which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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UNDERTAKING OF THE DIRECTORS

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates, as defined in the Listing Rules, currently intends to sell any Shares to the Company or its subsidiaries, if the Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Buy-back Mandate in accordance with the Listing Rules, the memorandum and Articles of Association of the Company and applicable laws of the Cayman Islands.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the proposed Buy-back Mandate is approved by the Shareholders.

EFFECT OF TAKEOVERS CODE

If as a result of a buy-back of Shares pursuant to the Buy-back 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 Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), 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 knowledge and belief of the Directors, Mr. Shum is deemed to be interested in 1,195,072,000 Shares under the SFO, representing approximately 61.64% of the issued Shares. 1,195,072,000 Shares were held by Asiaciti, which is wholly owned by Super Reach, which is in turn 60% and 40% owned by Renowned Brand and East Profit, respectively. Renowned Brand is wholly owned by Mr. Shum and East Profit is wholly owned by Ms. Li, the spouse of Mr. Shum. Ms. Li, therefore, is also deemed to be interested in 1,195,072,000 Shares under the SFO. In the event that the Directors should exercise in full the Buy-back Mandate, such interests will be increased to approximately 68.49% of the issued Shares.

In the opinion of the Directors, such increase would not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Accordingly, the Directors are not aware of any other consequences which arise under the Takeovers Code as a result of any buy-back of its Shares by the Company.

As the exercise of the Buy-back Mandate may result in the Company's public float falling below the prescribed minimum percentage level as required under the Listing Rules, the Directors have no present intention to exercise the power to buy back Shares.

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SHARE BUY-BACK MADE BY THE COMPANY

The Company repurchased 3,000,000 Shares of HK$0.1 each on the Stock Exchange at an aggregate consideration of HK$30,588,890 during the six months immediately preceding the Latest Practicable Date and details of which are as follows:

Save as disclosed above, the Company has not made any repurchase of the Shares during the six months prior to the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of twelve months immediately prior to the Latest Practicable Date were as follows:

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NOTICE OF ANNUAL GENERAL MEETING

TIMES CHINA HOLDINGS LIMITED

時 代 中 國 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1233)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of Times China Holdings Limited (the "Company") will be held at Boardroom II, Level 5, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on 21 May 2021 (Friday) at 10:00 a.m. for the following purposes:

1. to receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and independent auditor of the Company for the year ended 31 December 2020;
2. to declare a final dividend for the year ended 31 December 2020 (payable in cash in Hong Kong dollar with scrip option);
3. (A) to re-elect the following retiring directors of the Company (the "Directors"):
4. 1. 1. Mr. Guan Jianhui as executive Director;
      2. Mr. Bai Xihong as executive Director; and
      3. Mr. Li Qiang as executive Director;
   2. to authorise the board of Directors (the "Board") to fix the remuneration of the Directors;
5. to re-appoint Ernst & Young as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to fix their remuneration for the year ending 31 December 2021;
6. to consider and, if thought fit, to pass, with or without modification, the following resolutions as ordinary resolutions:
7. 1. "That:
   2. 1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company (the "Shares"), or options, warrants or similar

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NOTICE OF ANNUAL GENERAL MEETING

rights to subscribe for Shares or other securities convertible into Shares and to make or grant offers, agreements and/or options (including bonds, warrants and debentures exchangeable for or convertible into Shares) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

1. the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options (including bonds, warrants and debentures exchangeable or convertible into Shares) which may require the exercise of such power either during and after the end of the Relevant Period;
2. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to paragraph (i) of this resolution 5(A) above, otherwise than pursuant to
3. 1. a Rights Issue (as hereinafter defined);
   2. the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;
   3. any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or
   4. any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares, shall not exceed the aggregate of:
   5. 1. 20% of the number of issued Shares as at the date of passing this resolution 5; and
      2. (if the Board is so authorised by resolution 5(C)) the aggregate number of issued Shares bought back by the Company subsequent to the passing of resolution 5(B) (up to a maximum equivalent to 10% of the number of the issued Shares as at the date of passing resolution 5(B)),

and the approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. for the purpose of this resolution 5(A):
   2. 1. "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
      2. 1. the conclusion of the next annual general meeting of the Company;
         2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
         3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
      3. "Rights Issue" means an offer of Shares, or an offer or issue of warrants, options or other securities which carry a right to subscribe for Shares, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members on a fixed record date in proportion to their holdings of Shares (subject to such exclusion 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, or the requirements of any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."
2. "That:
3. 1. subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange in accordance with all applicable laws, the Hong Kong Code on Share Buy-backs and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), be and is hereby generally and unconditionally approved;
   2. the aggregate number of the Shares, which may be bought back pursuant to the approval in paragraph (i) above of this resolution 5(B) shall not exceed 10% of the number of the issued Shares as at the date of passing of this resolution 5(B), and the said approval shall be limited accordingly;

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. subject to the passing of each of the paragraphs (i) and (ii) of this resolution 5(B), any prior approvals of the kind referred to in paragraphs
   2. 1. and (ii) of this resolution 5(B) which had been granted to the Directors and which are still in effect be and are hereby revoked; and
   3. for the purpose of this Resolution:
      "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
      3. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."
2. "That conditional upon resolutions 5(A) and 5(B) set out in this notice being passed, the aggregate number of Shares which are bought back by the Company after the date of passing of resolution 5(B) (up to a maximum of 10% of the number of the issued Shares as at the date of passing of resolution 5(B) shall be added to the aggregate number of Shares that may be (or agreed conditionally or unconditionally to be) allotted, issued and otherwise dealt with by the Directors pursuant to resolution 5(A)."

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his/ her proxy to attend and vote instead of him/her. A proxy need not be a shareholder.
2. In the case of joint holders of any share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
3. In order to be valid, a form of proxy must be completed, signed and returned to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude the shareholders from attending and voting in person at the Annual General Meeting (or any adjourned meeting thereof) if they so wish.
4. The transfer books and register of members of the Company will be closed from 17 May 2021 (Monday) to 21 May 2021 (Friday), both days inclusive, to determine the entitlement of shareholders to attend and vote at the Annual General Meeting, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 14 May 2021 (Friday).
5. The transfer books and register of members of the Company will be closed from 27 May 2021 (Thursday) to 31 May 2021 (Monday), both days inclusive, to determine the entitlement of shareholders to receive final dividend, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on 26 May 2021 (Wednesday).
6. In respect of ordinary resolution 3 above, Mr. Guan Jianhui, Mr. Bai Xihong and Mr. Li Qiang will retire and be eligible to stand for re-election at the Annual General Meeting. Biographical details of the above retiring Directors standing for re-election are set out in Appendix I to the circular dated 15 April 2021 containing this notice.
7. In respect of the ordinary resolution 5(A) above, the Directors wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from shareholders of the Company as a general mandate for the purposes of the Listing Rules.
8. In respect of ordinary resolution 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to buy back shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders of the Company to make an informed decision on whether to vote for or against the resolution to approve the buy-back by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the circular dated 15 April 2021 containing this notice.

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