Evershine : 24 Jan 2019 (PROPOSED ISSUE OF CONVERTIBLE NOTES AND NOTICE OF EXTRAORDINARY GENERAL MEETING)

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Evershine Group Holdings Limited (the "Company"), 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 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance on the whole or any part of the contents of this circular.

Evershine Group Holdings Limited ͑ᘴණྠછٰϞࠢʮ̡

(Incorporated in Hong Kong with limited liability)

(Stock Code: 8022)

PROPOSED ISSUE OF CONVERTIBLE NOTES

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 5 to 26 of this circular.

A notice convening the extraordinary general meeting of the Company (the "EGM") to be held at 2-4/F, Pico Tower, 66 Gloucester Road, Wanchai, Hong Kong on 15 February 2019 at 10:30 a.m. is set out on pages 27 to 28 of this circular.

A proxy form for use in the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and return the same at the office of the Company's share registrar in Hong Kong, Hong Kong Registrars Ltd., at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

24 January 2019

CHARACTERISTICS OF THE GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

CONTENTS
Page
Definitions ........................................................	1
Letter from the Board ................................................	5
Notice of EGM .....................................................	27

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

"%"

per cent.

"Alternative Stock Exchange"

at any time where the Shares are not listed and traded on the Stock Exchange, the principal stock exchange or securities market on which the Shares are then listed, quoted or dealt in

"Board"

the board of Directors

"Business Day"

a day (other than a Saturday or Sunday or public holiday in Hong Kong) on which commercial banks are generally open for business throughout their normal business hours in the Central district of Hong Kong

"Calculation Agent"

Macquarie Bank Limited, acting in good faith and in a commercially reasonable manner

"Closing"

closing of the Subscription in accordance with the terms of the Subscription Agreement

"Closing Date"

a Business Day no later than five Business Days after the CP Satisfaction Date as determined by the Subscriber

"Company"

Evershine Group Holdings Limited, a company incorporated in Hong Kong with limited liability and the issued Shares of which are listed on GEM

"connected person(s)"

has the meaning ascribed to this term under the GEM Listing Rules

"Conversion Date"

the conversion date in respect of a Convertible Note on which a Noteholder submits an irrevocable notice of conversion to the Company

"Conversion Notice"

a duly completed and signed notice of conversion

"Conversion Period"

"Conversion Price"

the period from and including the issue date to the close of business on the date falling one day prior to the Maturity Date, or, if a Convertible Note has been called for redemption by the Company before the Maturity Date, then the period from and including the issue date up to and including the close of business on the date no later than three business days prior to the date fixed for redemption of the Convertible Note the price at which Shares will be issued upon exercise of a conversion right being 92% of the Volume Weighted Average Price of the Shares as traded on the Stock Exchange (or Alternative Stock Exchange) on the Trading Day immediately preceding the Conversion Date

"Conversion Shares"

the Shares to be allotted and issued upon conversion of the Convertible Notes

"Convertible Notes"

the 1% unlisted Convertible Notes due 2020 in principal amount of up to HK$300,000,000 to be issued by the Company in accordance with the terms of the Subscription Agreement

"CP Satisfaction Date"

"Directors"

the date on which all the conditions precedent as set out under the Subscription Agreement are satisfied directors of the Company

"EGM"

the extraordinary general meeting of the Company to be held and convened for the Shareholders to consider and approve the Subscription Agreement and the transactions contemplated thereunder

"Floor Price" or "Minimum

Conversion Price"

HK$1.05 per Conversion Share, being the minimum Conversion Price, subject to adjustment under the terms and conditions of the Convertible Notes

"GEM"

GEM of the Stock Exchange

"GEM Listing Rules"

"Group"

the Rules Governing the Listing of Securities on GEM the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency for the time being of Hong Kong