GTI HOLDINGS LIMITED 共享集團有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 3344)

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. GTI HOLDINGS LIMITED 共享集團有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 3344) Executive Directors: Registered Office: Mr. Poon Sum (Chairman) Cricket Square Mr. Cheung Tat Chung (Chief Executive Officer) Hutchins Drive Mr. Ng Kwok Hung Perry P.O. Box 2681 Mr. Hao Xiangbin Grand Cayman KYI-1111 Cayman Islands Independent non-executive Directors: Mr. Chan Shu Kin Principal Office Dr. Tse Kwok Sang in Hong Kong: Mr. Chiu Wai Piu 9/F., 822 Lai Chi Kok Road Cheung Sha Wan Kowloon, Hong Kong 30 April 2019 To the Shareholders Dear Sir or Madam, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION It is proposed that at the annual general meeting of GTI Holdings Limited (the “Company”) for the year ended 31 December 2018, ordinary resolutions will be proposed to (i) grant to the directors of the Company (the “Directors”) general mandates to issue and repurchase shares of the Company (the “Shares”) and (ii) re-elect directors of the Company. This circular contains the explanatory statement in compliance with the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and gives all the information reasonably necessary to enable –1– Shareholders of the Company (the “Shareholders”) to make an informed decision on whether to vote for or against the ordinary resolution to approve the purchase by the Company of its own shares. GENERAL MANDATE TO ISSUE SHARES At the annual general meeting of the Company to be held on 6 June 2019 (the “AGM”), an ordinary resolution will be proposed to grant a general mandate to the Directors to allot, issue and otherwise deal with the Shares up to 20% of the issued share capital of the Company as at the date of resolution (the “Share Issue Mandate”) to provide flexibility for the Company to raise fund by way of issue of new Shares efficiently. Subject to the grant of the Share Issue Mandate and the Repurchase Mandate (as defined below), ordinary resolutions will be proposed to increase the aggregate nominal amount of the number of Shares which may be allotted and issued by the Directors under the Share Issue Mandate by an amount equivalent to the nominal amount of the number of Shares repurchased by the Company under the Repurchase Mandate (the “Extension Mandate”). As at 26 April 2019 (the “Latest Practicable Date”), being the latest practicable date for ascertaining certain information prior to the printing of this circular, there were in issue an aggregate of 6,298,816,169 Shares. If the Company exercises the Share Issue Mandate in full, on the basis that no further Shares will be issued prior to the date of the AGM, up to 1,259,763,233 new Shares will be allotted and issued by the Company. The Share Issue Mandate authorises the Directors to allot, issue and otherwise deal with the Shares during the period from the passing of the resolution approving the Share Issue Mandate and ending on the earliest of: (a) the date of the next annual general meeting; (b) the date by which the next annual general meeting of the Company is required to be held by the articles of association of the Company or by the applicable laws; or (c) the date on which the Share Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company. GENERAL MANDATE TO REPURCHASE SHARES At the AGM, an ordinary resolution will be proposed that the Directors be given a general mandate to exercise all powers of the Company to repurchase issued and fully paid Shares (the “Repurchase Mandate”). Under the Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the issued share capital of the Company as at the date of the resolution. The Company’s authority is restricted to purchases made on the Stock Exchange in accordance with the Listing Rules. If the Company exercises the Repurchase Mandate in full, on the basis that no further Shares will be issued prior to the date of the AGM, up to 629,881,616 Shares will be repurchased by the Company. The Repurchase Mandate allows the Company to make or agree to make purchases only during the period from the passing of the resolution approving the Repurchase Mandate and ending on the earliest of: (a) the date of the next annual general meeting; (b) the date by which the next annual general meeting of the Company is required to be held by the articles of association of the Company or by the applicable laws; or (c) the date upon which the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company. The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will afford the Company the flexibility to make such repurchase when appropriate and beneficial to the Company. Such repurchases may enhance the net value and/or earnings per Share. As compared with the financial position of the Company as at 31 December 2018 (being the date of its latest audited accounts), the Directors consider that –2– there would be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed Repurchase Mandate is to be exercised in full during the proposed repurchase period. No purchase would be made in circumstances that could have a material adverse impact on the working capital or gearing ratio of the Company. The Company is empowered by its memorandum and articles of association to purchase its Shares. The laws of the Cayman Islands provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount payable on repurchase may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or out of the share premium of the Company. Under the laws of the Cayman Islands, the repurchased shares will remain part of the authorised but unissued share capital of the Company. The Directors intend to apply the profits that would otherwise be available for distribution by way of dividend for any purchase of the Shares. Directors, their close associates and core connected persons None of the Directors nor, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell Shares to the Company. No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to make purchases of Shares. Undertaking of the Directors The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the proposed resolution in accordance with the Listing Rules, all applicable laws of the Cayman Islands and the regulations set out in the memorandum and articles of association of the Company (the “Articles”). Effect of Hong Kong Codes on Takeovers and Mergers and Share Buy-backs A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs (the “Code”). –3– As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, the Shareholders who were interested in 10% or more of the issued shares of the Company, were as follows:– Approximate percentage interest in the issued shares of Approximate the Company in percentage the event that Number of interest in the the Repurchase issued ordinary issued shares of Mandate is Name of Shareholders shares held the Company exercised in full Ms. Wong Hiu Hung (Note 1) 4,000,000 0.06% 0.07% Gold Train Investments Limited (“Gold Train”) (Note 1) 3,339,422,000 53.02% 58.91% China Great Wall AMC (International) Holdings Company Limited (“China Great”) (Note 2) 2,752,332,765 43.70% 48.55% Note 1: Ms. Wong Hiu Hung, the spouse of Mr. Poon, held 4,000,000 Shares. Gold Train (a company wholly and beneficially owned by Mr. Poon) held 3,339,422,000 Shares. As a result, Mr. Poon were deemed to be interested in an aggregate of 3,343,422,000 Shares by virtue of the Securities and Futures Ordinance (“SFO”). In the event that the Repurchase Mandate is to be exercised in full, the shareholding of Mr.

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