China Green : Announcements and Notices - Notice of Special General Meeting

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

CHINA GREEN (HOLDINGS) LIMITED ʕ਷ၠЍ࠮ۜ€છٰϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock Code: 904)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting ("Meeting") of China Green (Holdings) Limited ("Company") will be held at Suite 2418, 24/F, Jardine House, 1 Connaught Place, Central, Hong Kong at 9:30 a.m. on Thursday, 29 November 2018 for the purpose of considering and, if thought fit, passing the following resolution numbered 1 as a special resolution and resolution numbered 2 as an ordinary resolution of the Company:

SPECIAL RESOLUTION

1.

"THAT subject to and conditional upon: (i) compliance with the relevant procedures and requirements under the laws of Bermuda to effect the Share Consolidation (as defined below); and (ii) The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consolidated Shares (as defined below) arising from the Share Consolidation (as defined below), with effect from 8:00 a.m. (Hong Kong time) on the first business day immediately following the date on which this resolution is passed or the above conditions are fulfilled (whichever is the later):

(a)every 20 issued and unissued ordinary shares of HK$0.01 each in the share capital of the Company be consolidated ("Share Consolidation") into one share of HK$0.20 (each a "Consolidated Share"), such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the constitutional documents of the Company; and the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation be rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation and the credit to be transferred to the contributed surplus account of the Company within the meaning of the Companies Act 1981 of Bermuda; and

(b)the directors of the Company ("Directors") or a committee thereof be and are hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Share Consolidation and to aggregate all fractional Consolidated Shares and sell them for the benefit of the Company."

ORDINARY RESOLUTION

• 2. "THAT Mr. Zhuang Zongming be re-elected as an independent non-executive Director and the board of Directors be authorised to fix his remuneration."

  Yours faithfully

  On behalf of the Board

  China Green (Holdings) Limited

  Sun Shao Feng

  Chairman

  Hong Kong, 6 November 2018
  Registered office:	Head office and principal place
  of business in Hong Kong:
  Clarendon House	Suites 1106-08, 11th Floor
  2 Church Street	The Chinese Bank Building
  Hamilton HM11	61-65 Des Voeux Road Central
  Bermuda	Hong Kong
  Notes:

• 1. A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or, if he/she/it is the holder of two or more shares, more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her/its behalf. A proxy need not be a member of the Company, but must be present in person at the Meeting to represent the member.

• 2. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members of the Company.

• 3. In order to be valid, the form of proxy, (if required by the Directors) the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 9:30 a.m. on Tuesday, 27 November 2018 or not less than 48 hours before the time appointed for holding of any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof should they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• 4. In order to ascertain the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Monday, 26 November 2018 to Thursday, 29 November 2018, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the entitlement to attend and vote at the Meeting, all transfer of Shares accompanied by the relevant share certificate(s) must be lodged with the Company's branch share registrar and transfer office in Hong Kong, 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 Friday, 23 November 2018.

• 5. In relation to proposed resolution numbered 2 above, Mr. Zhuang Zongming will retire from his office at the Meeting pursuant to Bye-law 86(2) of the bye-laws of the Company and, being eligible, will offer himself for re-election. Biographical details of Mr. Zhuang Zongming are set out in the circular of the Company dated 6 November 2018.

• 6. As at the date of this notice, the board of Directors comprises two executive Directors, namely Mr. Sun Shao Feng (Chairman and Chief Executive Officer) and Mr. Wang Jinhuo; and three independent non-executive Directors, namely Mr. Hu Ji Rong, Mr. Wei Xiongwen and Mr. Zhuang Zongming.

• 7. References to time and dates in this notice are to Hong Kong time and dates.