Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

CHIHO-TIANDE GROUP LIMITED

齊 合 天 地 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 976)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Chiho-Tiande Group Limited (the ''Company'') will be held at 23/F., Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong on Wednesday, 24 May 2017 at 10: 00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. To review and approve the audited consolidated financial statements, the report of the directors of the Company (the ''Directors'') and the report of the independent auditor of the Company for the year ended 31 December 2016.

  2. To re-elect Mr. Qin Yongming as an executive Director of the Company.

  3. To re-elect Mr. Zhu Patrick Xiangdong as an executive Director of the Company.

  4. To re-elect Ms. Qian Liping as an independent non-executive Director of the Company.

  5. To re-elect Dr. Loke Yu as an independent non-executive Director of the Company.

  6. To authorise the board of Directors (the ''Board'') to fix the Directors' remuneration.

  7. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the Board to fix its remuneration.

  8. To consider and, if thought fit, pass with or without amendment(s), the following resolution (''Resolution'') as an ordinary resolution of the Company (''Ordinary Resolution''):

    ''THAT:

    1. subject to paragraph (c) of this Resolution, and pursuant to the Rules (the ''Listing Rules'') Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), the exercise by the Directors during the Relevant

      Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the share capital of the Company (the ''Shares'') or securities convertible into Shares and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;

    2. the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power during or after the end of the Relevant Period;

    3. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities issued by the Company as at the date of this Resolution carrying a right to subscribe for or purchase Shares or otherwise convertible into Shares; or (iii) the exercise of the subscription rights under the share option schemes of the Company; or (iv) any scrip dividend scheme or similar arrangement for the grantor issue of shares or rights to acquire Shares of the Company, shall not exceed 20% of the total number of shares of the Company in issue as at the date of the passing of this Resolution provided that if any subsequent consolidation or subdivision of share of the Company is affected, the maximum number of shares that may be issued pursuant to the approval in paragraph (a) above as a percentage of the total number of issued shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and the said approval shall be limited accordingly; and

    4. for the purpose of this Resolution:

      ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earlier of:

      1. the conclusion of the next annual general meeting of the Company following the passing of this Resolution;

      2. the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company and any applicable laws;

      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

        ''Rights Issue'' means an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions 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 recognised regulatory body or any stock exchange in, any territory applicable to the Company).''

      4. To consider and, if thought fit, pass with or without amendment(s) the following Resolution as an Ordinary Resolution:

        ''THAT:

        1. subject to paragraph (b) of this Resolution, the exercise by the Director during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on the Stock Exchange subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules, be and is hereby generally and unconditionally approved;

        2. the total number of the Shares to be repurchased pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this Resolution provided that if any subsequent consolidation or subdivision of shares of the Company is affected, the maximum number of shares that may be repurchased pursuant to the approval in paragraph (a) above as a percentage of the total number of issued shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of shares shall be adjusted accordingly; and the said approval shall be limited accordingly; 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:

          1. the conclusion of the next annual general meeting of the Company following the passing of this Resolution;

          2. the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company and any applicable laws; 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.''

          4. To consider and, if thought fit, pass with or without amendments the following Resolution as an Ordinary Resolution:

            ''THAT subject to the passing of Ordinary Resolutions nos. 8 and 9 above, the general mandate granted to the Director pursuant to Ordinary Resolution no. 8 be and is hereby extended by the addition to the total number of shares of the Company which may be allotted and issued or agreed to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution no. 9, provided that such extended amount shall not exceed 10% of the total number of shares of the Company at the date of passing of the said Resolution.''

            SPECIAL RESOLUTION

          5. To consider and, if thought fit, pass with or without amendments the following Resolution as a special resolution of the Company:

            6. ''THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from ''Chiho-Tiande Group Limited'' to ''Chiho Environmental Group Limited'' and the dual foreign name

            in Chinese of the Company be changed from ''齊合天地集團有限公司'' to ''齊合環保

            集團有限公司'', and the Directors be and are hereby authorised to do all such acts,

            deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid change of name of the Company.''

            By Order of the Board

            Chiho-Tiande Group Limited Tu Jianhua Chairman

            Hong Kong, 21 April 2017

            Registered Office:

            Conyers Trust Company (Cayman) Limited Cricket Square

            Hutchins Drive

            P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

            Principal Place of Business in Hong Kong:

            48 Wang Lok Street

            Yuen Long Industrial Estate Hong Kong

          Chiho-Tiande Group Limited published this content on 21 April 2017 and is solely responsible for the information contained herein.
          Distributed by Public, unedited and unaltered, on 23 April 2017 15:13:17 UTC.

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