Enviro Energy International : PROPOSALS FOR (1) GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES (2) RE-ELECTION OF DIRECTORS AND (3) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Enviro Energy International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Enviro Energy International Holdings Limited

環 能 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1102)

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES

1. 1. RE-ELECTIONOF DIRECTORS AND
2. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Enviro Energy International Holdings Limited (the ''Company'') to be held at 20/F., No.9 Des Voeux Road West, Sheung Wan, Hong Kong on Friday, 25 June 2021 at 3:00 p.m. is set out on pages 17 to 21 of this circular. Whether or not shareholders are able to attend the annual general meeting, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company's Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, 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 appointed for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the annual general meeting (or any adjournment thereof) should they so wish and in such event, the proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE AGM

To safeguard the health and safety of the Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the AGM:

. Compulsory temperature screening/checks will be carried out on every attendee at the entrance of the AGM venue. Any person with a body temperature above the reference range quoted by the Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into the AGM venue and be requested to leave the AGM venue

. Every attendee will be required to wear a surgical face mask throughout the AGM and sit at a distance from other attendees. Please note that no masks will be provided at the AGM venue and attendees should bring and wear their own masks

. No refreshments or drinks will be provided to attendees at the AGM

. No souvenir will be distributed

Any person who does not comply with the precautionary measures will be denied entry into the AGM venue. To the extent permitted under applicable laws, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check for future announcements and updates on the AGM arrangements.

Please note that the English text of this circular shall prevail over the Chinese text.

6 May 2021

APPENDIX II- DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION . . . 11 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

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DEFINITIONS

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

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DEFINITIONS

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LETTER FROM THE BOARD

Enviro Energy International Holdings Limited

環 能 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES

1. 1. RE-ELECTIONOF DIRECTORS AND
2. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM required to be held at 20/F, No.9 Des Voeux Road West, Sheung Wan, Hong Kong on Friday, 25 June 2021 at 3:00 p.m., for the approval of, among other things:

1. the granting to the Directors of the Issue Mandate;
2. the granting to the Directors of the Buy-back Mandate;

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LETTER FROM THE BOARD

I. GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES

At the AGM, ordinary resolutions will be proposed to grant to the Directors the Issue Mandate and the Buy-back Mandate. Conditional upon the above resolutions being passed, a separate resolution will be proposed to extend the Issue Mandate by adding to it the aggregate number of Shares bought back under the Buy-back Mandate. Details of these resolutions are contained in the AGM Notice.

As at the Latest Practicable Date, the issued share capital of the Company comprised 542,392,207 Shares. Assuming that there is no change in the issued share capital of the Company during the period between the Latest Practicable Date and the date of the AGM, the maximum number of Shares which may be issued pursuant to the Issue Mandate on the date of passing the resolution approving the Issue Mandate will be 108,478,441 Shares and the maximum number of Shares which may be bought back pursuant to the Buy-back Mandate on the date of the AGM will be 54,239,220 Shares.

The Issue Mandate and the Buy-back Mandate will only continue in force until: (i) the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) revoked or varied by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

An explanatory statement containing information relating to the Buy-back Mandate as required by Rule 10.06(1)(b) of the Listing Rules is set out in Appendix I to this circular. This explanatory statement provides the Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution relating to the Buy-back Mandate.

1. RE-ELECTIONOF DIRECTORS

In accordance with Article 108(A) of the Articles of Association, Mr. Jiang Senlin (''Mr. Jiang''), shall retire from his office by rotation at the forthcoming annual general meeting (the ''AGM'') and being eligible, with offer himself for re-election at the AGM.

In accordance with Article 112 of the Articles of Association, Mr. Li Gang (''Mr. Li''), Mr. Pan Lihui (''Mr. Pan''), Mr. See Tak Wah (''Mr. See'') and Mr. Du Hongwei (''Mr. Du'') shall retire from their office at the AGM, being eligible, will offer themselves for re-election at the AGM.

Each of Mr. Jiang, Mr. Li, Mr. Pan, Mr. See and Mr. Du have indicated their willingness to offer themselves for re-election at the AGM.

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LETTER FROM THE BOARD

On 14 April 2021, the Nomination Committee, having reviewed the Board's composition, nominated Mr. Jiang, Mr. Li, Mr. Pan, Mr. See and Mr. Du to the Board to recommend to Shareholders for re-election at the AGM. Mr. See and Mr. Du, who are the members of the Nomination Committee, abstained from voting at the Committee meeting when their own nomination were being considered.

The nominations were made in accordance with the Nomination Policy and the Board Diversity Policy including but not limited to gender, age, cultural and educational background, skills, knowledge, professional experience and diversity of perspectives of the Board as set out under the Nomination Policy of the Company. The Nomination Committee had considered that Mr. See is a member of the Institute of Chartered Accountants of Australia and New Zealand, a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Hong Kong Institute of Director and has over 35 years of experience in financial and general management; and Mr. Du who has extensive experience in financial management. The Nomination Committee had also taken into account the respective contributions of Mr. See and Mr. Du to the Board and their commitment to their roles as described in the biographical details in the Appendix II of this circular and they are satisfied with their independence with regard to the independence criteria as set out in Rule 3.13 of the Listing Rules. The Board believes that they will have a positive contribution to the diversity of the Board.

On 14 April 2021, the Board accepted Nomination Committee's nominations and recommended the above retiring directors to stand for re-election at the AGM. The Board considers that the re-election of the above retiring directors is in the best interest of the Company and Shareholders as a whole. The above retiring directors abstained from discussion and voting at the Board meeting in relation to their respective nominations.

The resolutions for the re-election of the above retiring directors will be proposed under items 1(ii) to 1(vi) of the notice of the AGM respectively. Shareholders will be invited to vote on each resolution proposed for their re-election.

Further information about the Board's composition and diversity, Directors' attendance record at Board, Committee and general meetings, and the number of other public companies directorships of the Directors were disclosed in the Corporate Governance Report of the annual report of the Group for the year ended 31 December 2020.

Biographical details of the above retiring directors who are proposed to be re-elected at the AGM as required to be disclosed under Rule 13.51(2) of the Listing Rules is set out in Appendix II to this circular.

III. CLOSURE OF REGISTER OF MEMBERS

The AGM is scheduled to be held on Friday, 25 June 2021. For determining the entitlement of the Shareholders of the Company to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 22 June 2021 to Friday, 25 June 2021 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be entitled to attend and vote at the AGM, all transfer documents

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LETTER FROM THE BOARD

accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. (Hong Kong time) on Monday, 21 June 2021.

IV. THE AGM

The AGM Notice is set out on pages 17 to 21 of this circular. A form of proxy for use at the AGM is enclosed. Whether or not the Shareholders are able to attend the AGM, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company's Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, 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 appointed for holding the AGM. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the AGM (or any adjournment thereof) should they so wish and in such event, the proxy shall be deemed to be revoked.

In order to be eligible to attend and vote at the AGM, all unregistered holders of the shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 21 June 2021.

1. LISTING RULES REQUIREMENT

For the purpose of compliance with Rule 13.39(4) of the Listing Rules, the Company will procure the Chairman of the AGM to demand for a poll for the resolutions put to the vote of the AGM in accordance with the Articles of Association.

VI. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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LETTER FROM THE BOARD

VII. RECOMMENDATION

The Directors consider that the above proposed resolutions referred to in this circular and the AGM Notice are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of all the resolutions as set out in the AGM Notice.

Yours faithfully

On behalf of the Board

Enviro Energy International Holdings Limited

Li Gang

Chairman and Executive Director

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The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 542,392,207 Shares. Subject to the passing of the ordinary resolution granting the Buy-back Mandate and on the basis that no further Shares are issued or bought back from the Latest Practicable Date up to the date of the AGM, the Company would be allowed under the Buy- back Mandate to buy-back a maximum of 54,239,220 Shares, representing 10% of the total number of issued Shares as at the date of the AGM.

2. REASONS FOR SHARE BUY-BACKS

The Directors believe that it is in the best interests of the Company and its Shareholders as a whole for the Directors to seek a general authority from Shareholders to enable the Company to buy-back Shares in the market. Such buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such buy-back will benefit the Company and the Shareholders as a whole.

3. FUNDING OF SHARE BUY-BACKS

Any buy-back will only be funded out of funds of the Company legally available for the purposes in accordance with the Articles of Association, the laws of the Cayman Islands and the Listing Rules.

4. EFFECT OF EXERCISE OF THE BUY-BACK MANDATE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements of the Company for the year ended 31 December 2020, being the date of the latest published audited consolidated financial statements of the Company) in the event that the Buy- back Mandate is exercised in full. However, the Directors do not intend to exercise the Buy- back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels.

5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSON

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 have any present intention, in the event that the proposed Buy-back Mandate is approved, to sell any Shares to the Company. No core connected person of the Company has notified the Company that he/ she/it has a present intention to sell any Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the proposed Buy-back Mandate is approved.

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6. DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Buy-back Mandate in accordance with the Listing Rules and the laws of the Cayman Islands.

7. EFFECT OF THE TAKEOVERS CODE

If as a result of a buy-back of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder's interests, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Wonderland International Financial Holdings Limited (''Wonderland'') holds 113,584,866 Shares, representing approximately 20.94% of the issued share capital of the Company. Should the power to buy-back Shares pursuant to the Buy-back Mandate be exercised in full and assuming there is no change in the issued share capital of the Company immediately before the full exercise of the Buy-back Mandate, the shareholdings of Wonderland in the Company would then be increased to approximately 23.27% of the issued share capital of the Company, such increase would not give rise to an obligation of Wonderland to make a mandatory offer under Rule 26 of the Takeovers Code. Further, the Directors have no intention to exercise the power to buy-back Shares to such an extent as would result in an obligation arising.

Save as aforesaid, the Directors are not aware of any other consequences, which will arise under the Takeovers Code as a result of any buy-back to be made under the Buy-back Mandate.

8. SHARE BUY-BACKS MADE BY THE COMPANY

No buy-back of Shares have been made by the Company in the previous six months before the Latest Practicable Date, whether on the Stock Exchange or otherwise.

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9. SHARE PRICES

The highest and lowest prices of the Shares as traded on the Stock Exchange in each of the previous twelve months before the Latest Practicable Date were as follows:

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Details of the directors who are required to retire at the AGM according to the Articles of Association and who, being eligible, offer themselves for re-election at the AGM are as follows:

(1) Mr. Jiang Senlin (''Mr. Jiang''), Executive Director

Mr. Jiang, aged 49, has been appointed as Executive Director of the Company since 28 June 2019. Mr. Jiang has been the vice-president and chief financial officer in Wonderland International Financial Holdings Limited (華德國際金融控股有限公司), a substantial shareholder (as defined in the Listing Rules) of the Company, since January 2018 and the independent non-executive director of China Ruifeng Renewable Energy Holdings Limited (Stock Code: 527) since 31 January 2019. Mr. Jiang worked in BeijingRenge Technology Corp. Ltd (北京仁歌科技股份有限公司) (NEEQ Code: 837824, voluntarily delisted in December 2018) as vice general manager and chief financial officer from September 2015 to December 2017. He also worked as chief financial officer (Asia) in Morningstar, Inc. (NASDAQ: MORN) from August 2009 to September 2015.

Mr. Jiang qualified as an accountant in the People's Public of China in May 1998 and as an intermediate financial officer conferred by the Ministry of Personnel People's Republic of China in November 1997. Mr. Jiang completed his research program in Art and Culture* (文藝 學) at Sichuan University in July 2000 and obtained his bachelor degree in Accountancy at the Central Institute of Finance (中央財政金融學院) (now known as the Central University of Finance and Economics) in June 1993.

Save as disclosed above, as at the Latest Practicable Date, Mr. Jiang has not held any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.

As at the Latest Practicable Date, Mr. Jiang does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Jiang (i) does not hold any other positions in the Company or its subsidiaries; and (ii) does not have any relationship with any directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

Mr. Jiang has entered into a service contract with a subsidiary of the Company, pursuant to which there is no specific length of service as stipulated under the said service contract. His term of service shall continue unless and until terminate by either party by giving to the other three months' period notice in writing. The directorship of Mr. Jiang will be subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company. Under the said service contract of Mr. Jiang, he is entitled to a director's remuneration of HK$780,000 per annum which has been recommended by the Remuneration Committee of the Company, and approved by the Board based on his qualifications, experience, level of responsibilities undertaken and prevailing market conditions. Mr. Jiang will also be entitled to receive discretionary bonuses or other benefits as may be decided by the Remuneration

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Committee and the Board having regard to the Company's and his performance. The remuneration of Mr. Jiang will be subject to annual review by the Remuneration Committee and the Board.

Save as disclosed above, there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.

(2) Mr. Li Gang (''Mr. Li''), Executive Director

Mr. Li, aged 58, joined the Company as an Executive Director and the Chairman of the Board on 29 June 2020. Mr. Li obtained a bachelor's degree in engineering from the University of Nanking (南京金陵大學) in 1984. Mr. Li has accumulated many years of working and corporate management experience in the fields of trading and financial technology. He founded Shenzhen Youbo Network Technology Co., Ltd. (深圳優博網路科技有限公司) and served as the general manager. He has also worked as the product director in Shanghai Mingchuang Software Technology Co., Ltd. (上海銘創軟件技術有限公司), as the trust manager in Chongqing International Trust Co., Ltd. (重慶國際信託有限公司) and the trust manager in Zhongrong International Trust Co., Ltd. (中融信託有限公司). Mr. Li is currently the vice chairman of the board of directors of Wonderland International Financial Holdings Limited (華 德國際金融控股有限公司), a substantial shareholder (as defined in the Listing Rules) of the Company. Mr. Li is also a director of various subsidiaries of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Li has not held any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.

As at the Latest Practicable Date, Mr. Li is deemed to be interested in the 113,584,866 shares of the Company held by Wonderland International Financial Holdings Limited, a substantial shareholder (as defined in the Listing Rules) of the Company by the virtue of the SFO. Save as disclosed, as at the Latest Practicable Date, Mr. Li does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Li (i) does not hold any other positions in the Company or its subsidiaries; and (ii) does not have any other relationship with any directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

Mr. Li entered into a service contract with a subsidiary of the Company, pursuant to which there will be no specific length of service as stipulated under the said service contract. Mr. Li shall hold office until the next annual general meeting of the Company and is therefore subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company. Under the said service contract of Mr. Li, he is entitled to a director's remuneration of HK$780,000 per annum which has been recommended by the Remuneration Committee of the Company, and approved by the Board based on his qualifications, experience, level of responsibilities undertaken and prevailing market conditions. Mr. Li may also be entitled to receive discretionary bonuses or other benefits as may be decided by the Remuneration

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Committee and the Board having regard to the Company's and his performance. The remuneration of Mr. Li will be subject to annual review by the Remuneration Committee and the Board.

Save as disclosed above, there is no other information concerning his appointment, which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

(3) Mr. Pan Lihui (''Mr. Pan''), Executive Director

Mr. Pan, aged 53, joined the Company as an Executive Director on 29 June 2020. Mr. Pan obtained a bachelor degree in International Economics from Beijing University of International Relations (北京國際關係學院) in the PRC in 1989. He has over 26 years of experience in trading and corporate management of nonferrous metals industry. Mr. Pan worked in Mind Honour Limited (敏享有限公司) from 1994 to 1998 as a manager. Mr. Pan founded Pentart Industrial Limited (鵬祥實業有限公司) in 1998 and Able Plus International Limited (卓然國 際(控股)有限公司) in 2001 and has since been a director and general manager of these two companies. Mr. Pan currently serves as a director of Wonderland International Financial Holdings Limited (華德國際金融控股有限公司), a substantial shareholder (as defined in the Listing Rules) of the Company and currently also an Independent Non-executive Director of Beijing Sports and Entertainment Industry Group Limited (stock code: 1803), the shares of which are listed on the Main Board of the Stock Exchange. Mr. Pan is also a director of various subsidiaries of the Company.

Save as disclosed above, as at the Latest Practicable Date Mr. Pan has not held any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.

As at the Latest Practicable Date, Mr. Pan holds 33,112,281 shares of the Company. Save as disclosed above, as at the Latest Practicable Date Mr. Pan does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

As at the Latest Practicable Date, save as disclosed above, Mr. Pan (i) does not hold any other positions in the Company or its subsidiaries; and (ii) does not have any other relationship with any directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

Mr. Pan entered into a service contract with a subsidiary of the Company, pursuant to which there will be no specific length of service as stipulated under the said service contract. Mr. Pan shall hold office until the next annual general meeting of the Company and is therefore subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company. Under the said service contract of Mr. Pan, he is entitled to a director's remuneration of HK$780,000 per annum which has been recommended by the Remuneration Committee of the Company, and approved by the Board based on his qualifications, experience, level of responsibilities undertaken and prevailing market conditions. Mr. Pan may also be entitled to receive discretionary bonuses or other benefits as

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

may be decided by the Remuneration Committee and the Board having regard to the Company's and his performance. The remuneration of Mr. Pan will be subject to annual review by the Remuneration Committee and the Board.

Save as disclosed above, there is no other information concerning his appointment, which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

(4) Mr. See Tak Wah (''Mr. See''), Independent Non-executive Director

Mr. See, aged 58, has been appointed as an Independent Non-executive Director, Chairman of the Audit Committee, a member of the Remuneration Committee and Nomination Committee of the Company on 10 August 2020.

Mr. See graduated from the Management School of Waikato University in New Zealand with first class honours in Bachelor of Management Studies. He is a member of the Institute of Chartered Accountants of Australia and New Zealand, a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Hong Kong Institute of Directors. Mr. See has over 35 years of experience in financial and general management as he previously worked as the regional controller (Asia Pacific) and the managing director cum China & Far East area controller of Nokia Mobile Phones (HK) Ltd, the chief operating officer of First Mobile Group Holdings Limited, and held key management positions in the North Asia offices of Philips and Siemens. Mr. See has been an independent non-executive director of Unisplendour Technology (Holdings) Limited (formerly known as Sun East Technology (Holdings) Limited) (Stock Code: 0365), the shares of which are listed on the Main Board of the Stock Exchange, in 2004 to 2016. From January 2010 to September 2019, Mr. See was appointed as an independent non-executive director of Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited (Stock Code: 01938), the shares of which are listed on the Main Board of the Stock Exchange. Mr. See currently runs his own boutique management consultancy practice focusing on business strategies formulation and transformation consultation. In addition, he is currently an independent non-executive director of Lever Style Corporation (Stock Code: 01346), the shares of which are listed on the Main Board of the Stock Exchange; served as an independent non-executive director of Tesson Holdings Limited (Stock Code: 01201), the shares of which are listed on the Main Board of the Stock Exchange.

Save as disclosed above, as at the Latest Practicable Date, Mr. See has not held any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.

Save as disclosed above, as at the Latest Practicable Date, Mr. See does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. See (i) does not hold any other positions in the Company or its subsidiaries; and (ii) does not have any other relationship with any directors, senior management, substantial shareholders (defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. See entered into a letter of appointment with the Company, pursuant to which he has been appointed as an Independent Non-executive Director for a term of twelve-month period, subject to the re-appointment of Mr. See by the shareholders of the Company at the next following general meeting or annual general meeting (whichever is the earlier), which automatically renews for successive twelve-month periods unless terminated by either party by two months' written notice prior to the expiry of the term. The directorship of Mr. See will be subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company. Under the appointment letter of Mr. See, he is entitled to a director's fee of HK$180,000 per annum which has been recommended by the Remuneration Committee and approved by the Board based on Mr. See's qualifications and experience, his level of responsibilities undertaken and the prevailing market conditions. The director's fee of Mr. See will be subject to annual review by the Remuneration Committee and the Board.

Save as disclosed above, there is no other information concerning his appointment, which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

(5) Mr. Du Hongwei (''Mr. Du''), Independent Non-executive Director

Mr. Du, aged 53, has been appointed as an Independent Non-executive Director, a member of the Nomination Committee, the Remuneration Committee and the Audit Committee of the Company on 29 June 2020. On 15 March 2021, Mr. Du has been re-designated from the position of a member of Nomination Committee to the Chairman of the Nomination Committee of the Company.

Mr. Du holds a Master's Degree in Economics from Fudan University (復旦大學). As advised by Mr. Du, Mr. Du was a director of Sichuan Dikang Sci & Tech Pharmaceutical Industry Co., Ltd. (四川迪康科技藥業股份有限公司) (now known as Sichuan Languang Development Co., Ltd. (四川藍光發展股份有限公司)), a company listed on the Shanghai Stock Exchange (Stock Code: 600466.SH) from November 2007 to October 2008. He served as the general manager of Tianjin Yufeng Equity Investment Co., Ltd. (天津裕豐股權投資有限公 司) from September 2009 to May 2012; served as the vice president, chief financial officer and joint company secretary of Sunshine 100 China Holdings Ltd (stock code: 2608), the shares of which are listed on the Main Board of the Stock Exchange, from December 2013 to July 2016, January 2014 to March 2016 and June 2014 to March 2016, respectively; served as an independent non-executive director of the Company from June 2018 to October 2019; also served as an independent non-executive director of Legend Strategy International Holdings Group Company Limited (Stock Code: 1355), the shares of which are listed on the Main Board of the Stock Exchange, since 15 August 2018.

Save as disclosed above, as at the Latest Practicable Date, Mr. Du has not held any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas for the last three years.

Save as disclosed above, as at the Latest Practicable Date, Mr. Du does not have any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, as at the Latest Practicable Date, Mr. Du (i) does not hold any other positions in the Company or its subsidiaries; and (ii) does not have any other relationship with any directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

Mr. Du entered into a letter of appointment with the Company, pursuant to which he has been appointed as an Independent Non-executive Director for a term of twelve month period, subject to the re-appointment of Mr. Du by the shareholders of the Company at the next following general meeting or annual general meeting (whichever is the earlier), which automatically renews for successive twelve month periods unless terminated by either party by two months' written notice prior to the expiry of the term. The directorship of Mr. Du will be subject to retirement by rotation and re-election pursuant to the Articles of Association of the Company. Under the appointment letter of Mr. Du, he is entitled to a director's fee of HK$180,000 per annum which has been recommended by the Remuneration Committee and approved by the Board based on Mr. Du's qualifications and experience, his level of responsibilities undertaken and the prevailing market conditions. The director's fee of Mr. Du will be subject to annual review by the Remuneration Committee and the Board.

Save as disclosed above, there is no other information concerning his appointment, which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there is no other matter that needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

Enviro Energy International Holdings Limited

環 能 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1102)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting (the ''AGM'') of Enviro Energy International Holdings Limited (the ''Company'') will be held at 20/F., No.9 Des Voeux Road West, Sheung Wan, Hong Kong on Friday, 25 June 2021 at 3:00 p.m. for the following purposes:

1. As ordinary business, to consider and if thought fit, pass the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. to receive, consider and adopt the audited consolidated financial statements and reports of the directors and the independent auditor of the Company for the year ended 31 December 2020;
2. to re-elect Mr. Jiang Senlin as an Executive Director of the Company;
3. to re-elect Mr. Li Gang as an Executive Director of the Company;
4. to re-elect Mr. Pan Lihui as an Executive Director of the Company;
5. to re-elect Mr. See Tak Wah as Independent Non-executive Director of the Company;
6. to re-elect Mr. Du Hongwei as an Independent Non-executive Director of the Company;
7. to authorise the Board of Directors of the Company to fix the remuneration of the directors of the Company; and
8. to re-appoint Zhonghui Anda CPA Limited as an independent auditor of the Company for the ensuing year and authorise the Board of Directors of the Company to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

2. As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ''THAT:
2. 1. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities (the ''Listing Rules'') on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (the ''Shares'') and to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements or options (including bonds, warrants, debentures and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers during or after the end of the Relevant Period;
   3. the total number of Shares allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
   4. 1. a Rights Issue (as defined in paragraph (d) below);
      2. an exercise of rights of subscription or conversion under terms of any existing warrants, bonds, debentures, notes or other securities issued by the Company which carry rights to subscribe for or are convertible into Shares;
      3. an exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees and/or consultants and/or advisers of the Company and/or any of its subsidiaries or such other persons eligible to participate in any such scheme(s) or arrangement of Shares or rights to acquire Shares; or

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NOTICE OF ANNUAL GENERAL MEETING

1. any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the ''Articles of Association'') in force from time to time,

shall not exceed 20% of the total number of issued Shares as at the date of passing of this resolution and the said approval pursuant to paragraph (a) of this resolution shall be limited accordingly; and

1. for the purpose of this resolution, ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or
   3. the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution passed by the shareholders of the Company in general meetings.

''Rights Issue'' means an offer of Shares, or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register of members 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company).''

1. ''THAT:
2. 1. subject to paragraph (b) below, the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back its shares subject to and in accordance with the applicable laws be and is hereby generally and unconditionally approved;
   2. the total number of shares of the Company (the ''Shares'') which the Company is authorised to buy back pursuant to the approval in paragraph
   3. 1. above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of the issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. for the purpose of this resolution, ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or
      3. the revocation or variation of the authority given to the Directors under this resolution by an ordinary resolution passed by the shareholders of the Company in general meetings.''
2. ''THAT:
   conditional upon the passing of resolutions numbered 2(i) and 2(ii) as set out in the notice convening this meeting (the ''Notice''), the general mandate granted to the directors of the Company (the ''Directors'') to allot, issue and deal with additional shares of the Company (the ''Shares'') pursuant to the said resolution numbered 2(i) as set out in the Notice be and is hereby extended by the addition thereto of such number of Shares which are bought back by the Company under the authority granted to the Directors pursuant to the said resolution numbered 2(ii), provided that such number of Shares so bought back by the Company shall not exceed 10% of the total number of issued Shares on the date of this resolution.''

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the AGM is entitled to appoint one or more than one proxy to attend and vote in his/her/its stead in accordance with the articles of association of the Company. A proxy need not be a member of the Company.
2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders shall be present at the meeting personally or by proxy, that one of the holders so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
3. The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited at the Company's Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof, and in default the form of proxy shall not be treated as valid. The completion and return of the form of proxy shall not preclude members from attending and voting in person at the AGM (or any adjourned meeting thereof) should they so wish and in such event, the proxy shall be deemed to be revoked.
4. In order to be eligible to attend and vote at the AGM, all unregistered holders of the shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 21 June 2021.
5. The Chinese version of this notice is for reference only. If there is any conflict between the English and the Chinese versions, the English version shall prevail.

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