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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in FSE Engineering Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s). 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. PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING A notice convening the Annual General Meeting to be held at 17th Floor, Chevalier Commercial Centre, 8 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong on Wednesday, 29 November 2017 at 11:30 a.m. is set out on pages N-1 to N-6 of this circular. Whether or not you intend to attend the Annual General Meeting in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish. 24 October 2017 CONTENTS Page Definitions ......................................................................... 1 Letter from the Board Introduction . .................................................................. 4 GrantofGeneralMandate,Buy-backMandateandExtensionMandate ............ 5 Proposed re-election of Directors ................................................ 6 Actionstobetaken ............................................................. 6 Recommendations .............................................................. 7 Generalinformation ............................................................ 7 Miscellaneous .................................................................. 7 Appendix I — Explanatory Statement for the Buy-back Mandate ................ I-1 Appendix II — Biographical Details of the Directors proposed to be re-elected at the Annual General Meeting ....................... II-1 Notice of Annual General Meeting ................................................. N-1 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: ‘‘Annual General Meeting’’ the annual general meeting of the Company to be convened and held at 17th Floor, Chevalier Commercial Centre, 8 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong on Wednesday, 29 November 2017 at 11:30 a.m. and any adjournment thereof, the notice of which is set out on pages N-1 to N-6 of this circular ‘‘Articles’’ the articles of association of the Company, as amended from time to time ‘‘Board’’ the board of Directors ‘‘Buy-back Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to enable them to buy back Shares, the aggregate number of which shall not exceed 10% of the aggregate number of Shares in issue as at the date of passing the relevant resolution at the Annual General Meeting ‘‘close associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Companies Law’’ the Companies Law (Law 3 of 1961, as consolidated and revised) of the Cayman Islands ‘‘Company’’ FSE Engineering Holdings Limited (豐盛機電控股有限公 司), an exempted company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange ‘‘connected person’’ has the meaning ascribed to it under the Listing Rules ‘‘controlling shareholder’’ has the meaning ascribed to it under the Listing Rules ‘‘core connected person’’ has the meaning ascribed to it under the Listing Rules ‘‘Director(s)’’ director(s) of the Company ‘‘Extension Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares bought back under the Buy-back Mandate will be added to the total number of Shares which may be allotted, issued and dealt with under the General Mandate – 1 – DEFINITIONS ‘‘FSE Holdings’’ FSE Holdings Limited (豐盛創建控股有限公司), a company incorporated in the Cayman Islands with limited liability, which is beneficially owned as to 63% by Sino Spring Global Limited, 18% by Dr. Cheng Kar Shun, Henry (held through Chow Tai Fook Nominee Limited (周大福代 理人有限公司) for him), 7% by Frontier Star Limited, 5% by Master Empire Group Limited, 4% by Supreme Win Enterprises Limited (富高勝企業有限公司), 2% by Equal Merit Holdings Limited and 1% by Lagoon Treasure Limited, and one of the controlling shareholders of the Company ‘‘General Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with Shares up to a maximum of 20% of the aggregate number of Shares in issue as at the date of passing of the relevant resolution at the Annual General Meeting ‘‘Group’’ the Company and its subsidiaries ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC ‘‘Latest Practicable Date’’ 18 October 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange ‘‘Nomination Committee’’ the nomination committee of the Board ‘‘PRC’’ the People’s Republic of China, excluding for the purpose of this circular, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan ‘‘SFO’’ the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time ‘‘Share(s)’’ ordinary share(s) of HK$0.10 each in the share capital of the Company ‘‘Shareholder(s)’’ holder(s) of Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘substantial shareholder’’ has the meaning ascribed to it under the Listing Rules – 2 – DEFINITIONS ‘‘Takeovers Code’’ The Hong Kong Code on Takeovers and Mergers ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent. – 3 – LETTER FROM THE BOARD Non-executive Directors: Registered office: Dr. Cheng Kar Shun, Henry (Chairman) Cricket Square, Hutchins Drive Mr. Wong Kwok Kin, Andrew P.O. Box 2681 Grand Cayman KY1-1111 Executive Directors: Cayman Islands Mr. Lam Wai Hon, Patrick (Vice-Chairman) Mr. Poon Lock Kee, Rocky (Chief Executive Officer) Head office and principal place Mr. Doo William Junior Guilherme of business in Hong Kong: Mr. Lee Kwok Bong Units 801–810, 8th Floor Mr. Soon Kweong Wah Chevalier Commercial Centre 8WangHoiRoad Independent Non-executive Directors: Kowloon Bay, Kowloon Mr. Kwong Che Keung, Gordon Hong Kong Mr. Hui Chiu Chung, Stephen Mr. Lee Kwan Hung Dr. Tong Yuk Lun, Paul 24 October 2017 To the Shareholders Dear Sir or Madam PROPOSALS FOR GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting to enable Shareholders to make an informed decision on whether to vote for or against those resolutions and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting, in addition to ordinary businesses, include ordinary resolutions relating to (i) the proposed grant of the General Mandate, the Buy-back Mandate and the Extension Mandate; and (ii) the proposed re-election of the Directors. – 4 – LETTER FROM THE BOARD GRANT OF GENERAL MANDATE, BUY-BACK MANDATE AND EXTENSION MANDATE The following ordinary resolutions will be proposed at the Annual General Meeting: (1) that the Directors be granted the General Mandate to exercise the powers of the Company to allot, issue and otherwise deal with Shares up to a maximum of 20% of the aggregate number of Shares in issue as at the date of passing of such resolution; (2) that the Directors be granted the Buy-back Mandate to enable them to buy back Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose up to a maximum of 10% of the aggregate number of Shares in issue as at the date of passing of such resolution; and (3) that the Directors be granted the Extension Mandate to increase the total number of Shares which may be allotted, issued and dealt with under the General Mandate by an additional number representing such number of Shares bought back under the Buy-back Mandate. The General Mandate, the Buy-back Mandate and the Extension Mandate will each expire (a) at the conclusion of the next annual