Green International : (1) PROPOSED GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES; (2) PROPOSED RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Green 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, the licensed securities dealer or registered institution 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 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.

GREEN INTERNATIONAL HOLDINGS LIMITED

格 林 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2700)

1. PROPOSED GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES;
2. 1. PROPOSED RE-ELECTION OF DIRECTORS;

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the ''AGM'') to be held at 3:00 p.m. on Monday, 7 June 2021, at Conference Room, Suite 2102, 21/F., West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong is set out on pages 12 to 16 of this circular. A form of proxy for use by the shareholders at the AGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.

Whether or not you intend to attend the AGM, you are advised to read the notice and complete the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and return the form of proxy to the branch share registrar of the Company in Hong Kong, Tricor Investor Services 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 or 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 adjourned meetings if you wish in which event the relevant form(s) of proxy shall be deemed revoked.

In view of the novel Coronavirus (COVID-19) epidemic, precautionary measures will be taken at the AGM to reduce the health risk of the attendees, which may include compulsory temperature checks and compulsory wearing of surgical face masks at the venue. Any person who does not comply with the precautionary measures or is subject to health quarantine requirement may be denied entry into the AGM venue. In addition, seating will be arranged to better achieve social distancing and no refreshments or souvenirs will be provided inside the AGM venue. Shareholders should carefully consider the risks of attending the AGM, taking into consideration their own circumstances. The Company wishes to remind the Shareholders that attendance in person at the AGM is not necessary for the exercise of voting rights, as Shareholders may submit proxy forms and appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM. Depending on the development of situation regarding the epidemic nearer the time of the AGM, additional precautionary measures may be implemented as may be appropriate.

30 April 2021

PRECAUTIONARY MEASURES FOR THE AGM

In light of the coronavirus pandemic, and to better protect the safety and health of the Shareholders and other participants attending the AGM, the Company will implement the following precautionary measures at the venue of the AGM (the ''Venue''):

1. compulsory body temperature checks will be conducted on all persons attending the AGM at the waiting area outside the Venue before they are admitted to the Venue. Any person with a body temperature of over 37.3 degree celsius, or who has any flu-like symptoms, or is otherwise apparently unwell will not be admitted to the Venue;
2. all attendees must wear face masks at all times inside the Venue or at the waiting area outside the Venue;
3. all attendees of the AGM are required to fill in a travel and health declaration form to confirm that (i) he/she has no flu-like symptoms within 7 days immediately before the AGM; and (ii) within 14 days immediately before the AGM: (a) he/she has not travelled outside of Hong Kong; (b) he/she is/was not under compulsory quarantine or medical surveillance order by the Department of Health of Hong Kong; (c) he/she has not had/has close contact with confirmed case(s) and/or probable case(s) of COVID-19 patient(s); and (d) he/she does/did not live with any person under home quarantine. Any person who fails to provide the required confirmation may be requested to leave or denied entry into the Venue;
4. seating at the Venue will be arranged in a manner to allow for appropriate social distancing. As a result, there may be limited capacity for Shareholders to attend the AGM. The Company may limit the number of attendees at the AGM as may be necessary to avoid over-crowding;
5. any attendee who does not follow any of the abovementioned measures will be refused admission to the Venue or requested to leave the Venue;
6. no refreshments or drinks will be served at the AGM to avoid close contact of attendees; and
7. all attendees are recommended to clean their hands with alcohol-based hand sanitizer before entering the Venue.

Shareholders are reminded that attendance at the AGM in person is not necessary for the purpose of exercising voting rights. The Shareholders may choose to vote by filling in and submitting the relevant proxy form of the AGM, and appointing the chairman of the meeting as a proxy to vote on relevant resolution at the AGM as instructed in accordance with the relevant proxy form instead of attending the AGM in person. For details, please refer to the proxy form of the AGM.

The Company will keep monitoring the evolving COVID-19 situation and may implement additional measures which, if any, will be announced closer to the date of the AGM.

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CONTENTS

- ii -

DEFINITIONS

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

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LETTER FROM THE BOARD

GREEN INTERNATIONAL HOLDINGS LIMITED

格 林 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

30 April 2021

To the Shareholders

Dear Sir or Madam,

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

1. PROPOSED RE-ELECTION OF DIRECTORS; AND
2. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The primary purpose of this circular is to provide you with information regarding, inter

alia, (i) the Share Issue Mandate; (ii) the Share Buy-back Mandate; (iii) the re-election of Directors; and (iv) the notice of the AGM.

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LETTER FROM THE BOARD

2. PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES AND BUY-BACK SHARES

Resolutions will be proposed at the AGM to seek the approval of the Shareholders to:

1. grant to the Directors the Share Issue Mandate to allot, issue and otherwise deal with new Shares representing up to a maximum of 20% of the issued share capital of the Company as at the date of the passing of the proposed ordinary resolution at the AGM;
2. grant to the Directors the Share Buy-back Mandate to buy-back issued and fully paid up Shares representing up to a maximum of 10% of the issued share capital of the Company as at the date of the passing of the proposed ordinary resolution at the AGM; and
3. subject to the passing of the ordinary resolutions in respect of items (i) and (ii) above, extend the Share Issue Mandate by adding to it the Shares bought-back by the Company pursuant to the Share Buy-back Mandate.

Such general mandates will continue in force from the passing of the relevant resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company unless the authority is renewed either conditionally or unconditionally at such meeting or (ii) the revocation or variation of the authority by an ordinary resolution of the shareholders of the Company in general meeting.

On the basis of 659,894,693 Shares in issue as at the Latest Practicable Date and assuming that (i) the resolutions approving the Share Issue Mandate and the Share Buy-back Mandate are passed at the AGM and (ii) no further Shares are issued or bought-back between the Latest Practicable Date and the date of the AGM, the Company would be allowed to allot and issue a maximum of 131,978,938 Shares under the Share Issue Mandate and buy-back a maximum of 65,989,469 Shares under the Share Buy-back Mandate.

Pursuant to the Listing Rules, the Company is required to provide you with the requisite information which is reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution relating to the Share Buy-back Mandate. An explanatory statement for such purpose is contained in Appendix I to this circular.

3. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board consisted of three executive Directors, namely Mr. Yu Qigang, Mr. Liu Dong and Mr. Yu Xiangjin; two non-executive Directors, namely Mr. Chen Hanhong and Mr. Yu Zhoujie (Chairman); and three independent non- executive Directors, namely Mr. Wu Hong, Mr. David Tsoi and Mr. Wang Chunlin.

Pursuant to Article 86(3) of the Articles of Association, the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board shall hold office only until the next following annual general meeting

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LETTER FROM THE BOARD

of the Company and shall then be eligible for re-election. Pursuant to Article 87(1) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. Pursuant to Article 87(2) of the Articles of Association, any Director appointed by the Directors either to fill a casual vacancy on the Board or as an addition to the existing Board shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

The Board received the notice of retirement from Mr. Yu Qigang (''Mr. Yu QG'') notifying the Board that he intended to retire as an executive Director at the forthcoming AGM and decided not to offer himself for re-election. Yu QG's retirement will take effect at the conclusion of the AGM.

Mr. Yu Xiangjin (''Mr. Yu XJ'') was appointed as an executive Director and Mr. Yu Zhoujie (''Mr. Yu ZJ'') was appointed as a non-executive Director on 16 July 2020. Mr. Liu Dong, Mr. Yu XJ and Mr. Yu ZJ (collectively, the ''Re-electing Directors'') would hold office until the AGM and would participate in the re-election at the AGM. The Board was notified by each of the Re-electing Directors that he will offer himself for re-election at the AGM.

The Nomination Committee of the Company has reviewed and assessed the background, expertise and experience of the retiring Directors, having regard to the board diversity policy of the Company taking into consideration different diversity factors such as gender, age, cultural and educational background, skills and professional experience, knowledge and length of service. The Nomination Committee is of the view that the retiring Directors possess suitable experience, expertise and knowledge that would make contribution to the Company.

Details of the Re-electing Directors which are required to be disclosed by the Listing Rules are set out in Appendix II to this circular.

4. AGM

Set out on pages 12 to 16 of this circular is the notice of the AGM to be held at Conference Room, Suite 2102, 21/F., West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Monday, 7 June 2021 at 3:00 p.m. A form of proxy is enclosed with this circular for use at the AGM. Whether or not you intend to be present at the meeting, you are requested to complete and return the enclosed form of proxy to the Company's branch registrar in Hong Kong, Tricor Investor Services Limited of Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meetings, as the case may be. Completion of a form of proxy will not preclude you from attending and voting at the AGM in person if you so wish.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions proposed at the AGM shall be voted by poll and an announcement will be made by the Company on the poll results of the AGM.

5. RECOMMENDATION

The Directors consider that (a) the grant of the Share Issue Mandate and the Share Buy- back Mandate and the extension of the Share Issue Mandate and (b) the re-election of the Reelecting Directors are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM.

6. GENERAL

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.

Yours faithfully,

By order of the Board

Green International Holdings Limited

Yu Zhoujie

Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

This appendix includes an explanatory statement required by the Stock Exchange to be presented to the Shareholders concerning the Share Buy-back Mandate proposed to be granted to the Directors.

1. STOCK EXCHANGE RULES FOR BUY-BACKS OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to buy-back their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed buy-backs of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution in a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be bought-back must be fully paid up.

2. FUNDING OF BUY-BACKS

In buying back Shares, the Company may fund the buy-backs from its available cash balance or loan facilities which are legally available for the purpose in accordance with the Memorandum and Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. The Company may not buy-back Shares on the Stock Exchange for consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

An exercise of the proposed Share Buy-back Mandate in full during the proposed buy- back period could have a material adverse impact on the working capital and/or the gearing position of the Company compared with that of 31 December 2020, being the date of its latest published audited consolidated accounts. The Directors do not propose to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital and/or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

3. REASONS FOR BUY-BACKS

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to buy-back Shares on the market. Such buy-backs may, depending on 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- backs will benefit the Company and the Shareholders.

4. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$131,978,938.60 divided into 659,894,693 Shares.

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APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and buy-back Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM, the Directors would be authorized to exercise the powers of the Company to buy-back a maximum of 65,989,469 Shares.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Share Buy-back Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Memorandum and Articles of Association.

6. EFFECT OF THE TAKEOVERS CODE

If on the exercise of the power to buy-back Shares pursuant to the Share Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

In the event that any exercise of the Share Buy-back Mandate would, to the knowledge of the Directors, have a consequence under Rule 26 and Rule 32 of the Takeovers Code, the Directors have no present intention to exercise the Share Buy-back Mandate to such an extent as would trigger a mandatory offer obligation for any shareholder or group of shareholders.

The Directors have no present intention to exercise the Share Buy-back Mandate to such an extent as would result in the amount of Shares held by the public being reduced to less than 25% of the total issued shares of the Company.

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors or, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) has any present intention, in the event that the proposed Share Buy-back Mandate is granted, to sell Shares to the Company.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell 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 Company is authorized to make buy-backs of Shares.

8. SHARE BUY-BACK MADE BY THE COMPANY

No buy-back of Shares had been made by the Company (whether on the Stock Exchange or otherwise) during the six months ended on the Latest Practicable Date.

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APPENDIX I EXPLANATORY STATEMENT ON THE SHARE BUY-BACK MANDATE

9. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the twelve months immediately prior to the Latest Practicable Date were as follows:

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The biographical details of the Directors proposed to be re-elected at the AGM are set out as follows:

EXECUTIVE DIRECTORS

Mr. Liu Dong (''Mr. Liu'')

Mr. Liu, aged 52, was appointed as an executive Director on 13 July 2018. He has completed his undergraduate studies in Medical University of People's Armed Police Force of China (now known as Logistics University of People's Armed Police Force of China), Tianjin, China in 1996. Mr. Liu has more than 20 years of experience in financial investment, trading and property development in China and Hong Kong. As at the Latest Practicable Date, Mr. Liu is a director of a principal subsidiary of the Group, namely, China Joy Holdings Limited and the director of several subsidaries of the Group.

Based on the disclosure of interests filings and as at the Latest Practicable Date, Mr. Liu regarded himself to be deemed, pursuant to Part XV of the Securities and Futures Ordinance, to be interested in (a) 9,146,000 consolidated shares held under his personal capacity and (b) 16,000,000 underlying consolidated shares held by Smoothly Good Investment Development Limited (''Smoothly Good''), a company which is wholly-owned by Mr. Liu.

His appointment is subject to rotation and re-election by Shareholders at least once every 3 years pursuant to the Articles of Association. Mr. Liu is entitled to an annual director's remuneration of HK$180,000.

Mr. Yu Xiangjin (''Mr. Yu XJ'')

Mr. Yu XJ, aged 45, joined the Company as the Chief Financial Officer of the Group's operating companies in the PRC since January 2018 and was appointed as an executive Director on 16 July 2020. Mr. Yu XJ graduated from Hong Kong Baptist University with a Masters' degree of Business Administration. Prior to joining the Group, Mr. Yu XJ previously occupied finance and management positions in international conglomerates and large enterprises in China. Mr. Yu XJ is experienced in corporate financial management, internal control, budget management and financial modeling.

As at the Latest Practicable Date, Mr. Yu XJ hold the following positions in the Group's subsidiaries, namely: the legal representative, director and general manager of Shenzhen Green Medical Management Co., Ltd. (深圳市格林醫療管理有限公司), the supervisor of Li County Phoenix Hospital Co., Ltd. (澧縣鳳凰醫院有限公司), Yiyang Zizhong Kidney Disease Hospital Co., Ltd. (益陽子仲腎臟病醫院有限公司) and Shenzhen Qianhai Gangying Health Management Co., Ltd. (深圳前海港影健康管理有限公司), the director of China Joy Holdings Limited and Health Gold Holdings Limited, and the director and company secretary of several Hong Kong subsidiaries of the Group.

His appointment is subject to retirement by rotation and re-election by the Shareholders at least once every 3 years pursuant to the Articles of Association. Mr. Yu XJ is entitled to an annual director's remuneration of approximately HK$490,000.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

NON-EXECUTIVE DIRECTOR

Mr. Yu Zhoujie (''Mr. Yu ZJ'')

Mr. Yu ZJ, aged 24, was appointed as a non-executive Director on 16 July 2020 and the Chairman of the Board, a member and the chairman of the nomination committee of the Company and a member of the remuneration committee of the Company on 25 March 2021. Mr. Yu ZJ graduated from The Pennsylvania State University with a degree of Bachelor of Science. Prior to joining the Group, Mr. Yu ZJ occupied management roles in private companies in which he was responsible for the formulation of investment strategies, project acquisitions and portfolio management. Mr. Yu ZJ is the son of Mr. Yu QG (an executive Director of the Company) and Ms. Zhou Cuiqiong (spouse to Mr. Yu QG and the 100% shareholder of Jumbo Faith International Limited, the 56.08% controlling shareholder of the Company).

His appointment is subject to retirement by rotation and re-election by the Shareholders at least once every 3 years pursuant to the Articles of Association. Mr. Yu ZJ is entitled to an annual director's fee of HK$180,000.

GENERAL

As at the Latest Practicable Date, save as disclosed above, Mr. Liu, Mr. Yu XJ and Mr. Yu ZJ did not (1) held any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last 3 years or any other position with the Company and other members of the Group or other major appointments and professional qualifications; (2) have any other relationship with other Directors, senior management, substantial or controlling shareholders of the Company; and (3) have any other interests in the Shares or underlying Shares which were required to be disclosed pursuant to Part XV of the SFO.

Save as disclosed above, there are no other matters in connection with the proposed reelection of the Re-electing Directors that need to be brought to the attention of the Stock Exchange or the Shareholders and there is no other information relating to the Re-electing Directors that is required to be disclosed pursuant to paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

GREEN INTERNATIONAL HOLDINGS LIMITED

格 林 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2700)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Green International Holdings Limited (the ''Company'') will be held at Conference Room, Suite 2102, 21/F., West Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Monday, 7 June 2021, at 3:00 p.m., for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions as ordinary resolutions:

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the ''Directors'') and the auditor of the Company for the year ended 31 December 2020;
2. To re-appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and its subsidiaries and to authorize the board of directors of the Company (the ''Board'') to fix its remuneration;
3. (a) To re-elect Mr. Liu Dong as an executive Director;
4. 1. To re-elect Mr. Yu Xiangjin as an executive Director;
   2. To re-elect Mr. Yu Zhoujie as a non-executive Director; and
   3. To authorize the Board to fix the remuneration of the Directors;
5. ''THAT:
6. 1. subject to paragraphs (c) and (d) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company (the ''Share Issue Mandate'') to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options, securities convertible or exchangeable into Shares or similar rights which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) above shall be in addition to any other authorizations given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements, options, securities convertible or exchangeable into Shares or similar rights, the making, issuing or granting of which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares of the Company) during or after the end of the Relevant Period;
2. the aggregate 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 defined below); or (ii) the exercise of the subscription rights under the share option scheme of the Company or similar arrangement of the Company for the granting or issuance of Shares or rights to acquire Shares; or (iii) the exercise of rights of conversion or exchange under the terms of any convertible securities or exchangeable securities issued by the Company; or (iv) an issue of shares as scrip dividends pursuant to the memorandum and articles of association of the Company from time to time shall not exceed 20% of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly;
3. the Share Issue Mandate shall be limited by the applicable rules and requirements of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') as amended from time to time, including the restrictions for using the Share Issue Mandate to issue (i) securities convertible into new Shares for cash consideration, if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as hereinafter defined) of the Shares at the time of the relevant placing; and (ii) warrants, options or similar rights to subscribe for new Shares or securities convertible into new Shares for cash consideration; and
4. for the purpose of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company unless this authority is renewed either conditionally or unconditionally at such meeting; or
   2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

''Rights Issue'' means an offer of shares of the Company or an issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company as at that day (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 recognized regulatory body or any stock exchange in, any territory outside Hong Kong).

''Benchmarked Price'' means the higher of: (a) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the Share Issue Mandate; and (b) the average closing price in the 5 trading days immediately prior to the earlier of: (i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the Share Issue Mandate; (ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the Share Issue Mandate; and (iii) the date on which the placing or subscription price is fixed.''

5. ''THAT:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy-back shares of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the ''Listing Rules'') as amended from time to time or those of any other stock exchange (as applicable), be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period to procure the Company to buy- back its shares at a price determined by the Directors;
3. the shares to be bought-back or agreed conditionally or unconditionally to be bought-back by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the share capital of the Company in issue at the date of the passing of this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company unless this authority is renewed either conditionally or unconditionally at such meeting; or
   2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

6. ''THAT, subject to the passing of Resolutions 4 and 5 set out above in the notice convening this meeting of which this resolution forms part, the general mandate granted to the Directors pursuant to Resolution 4 set out in the notice convening this meeting of which this resolution forms part be and is hereby extended by the addition thereto of the number of shares bought- back by the Company under the authority granted pursuant to Resolution 5 set out in the notice convening this meeting of which this resolution forms part, provided that such number shall not exceed 10% of the issued shares of the Company at the date of the passing 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 annual general meeting of the Company is entitled to appoint another person as his or her proxy to attend and vote instead of him or her. A proxy needs not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him or her to attend and vote on his or her behalf. In case of a recognized clearing house (or its nominees(s) and in each case, being a corporation), it may authorize such persons as it thinks fit to act as its representatives at the meeting and vote in its stead.
2. A form of proxy for use in connection with the forthcoming annual general meeting is enclosed with this circular. To be valid, the form of proxy, and (if required by the Board) the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours (i.e. Saturday, 5 June 2021 at 3:00 p.m.) before the time appointed for holding the forthcoming annual general meeting or any adjournment thereof.
3. Completion and delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the annual general meeting or any adjournment thereof should such member so wishes, and in such event, the instrument appointing a proxy shall be deemed revoked.
4. In order to determine the eligibility to attend and vote at the AGM, the Company's register of members will be closed from Wednesday, 2 June 2021 to Monday, 7 June 2021, both days inclusive, during which no transfer of shares of the Company will be effected. In order to be qualified to attend and vote at the AGM, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 1 June 2021.
5. As at the date of this notice, the executive Directors are Mr. Yu Qigang, Mr. Liu Dong and Mr. Yu Xiangjin; non-executive Directors are Mr. Chen Hanhong and Mr. Yu Zhoujie (Chairman); and the independent non- executive Directors are Mr. Wu Hong, Mr. David Tsoi and Mr. Wang Chunlin.
6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
7. In view of the novel Coronavirus (COVID-19) epidemic, precautionary measures will be taken at the AGM to reduce the health risk of the attendees, which may include compulsory temperature checks and compulsory wearing of surgical face masks at the venue. Any person who does not comply with the precautionary measures or is subject to health quarantine requirement may be denied entry into the AGM venue. In addition, seating will be arranged to better achieve social distancing and no refreshments or souvenirs will be provided inside the AGM venue. Shareholders should carefully consider the risks of attending the AGM, taking into consideration their own circumstances. The Company wishes to remind the Shareholders that attendance in person at the AGM is not necessary for the exercise of voting rights, as Shareholders may submit proxy forms and appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM. Depending on the development of situation regarding the epidemic nearer the time of the AGM, additional precautionary measures may be implemented as may be appropriate.
8. If a tropical cyclone warning signal number 8 or above is hoisted, or "extreme conditions" caused by super typhoons or a black rainstorm warning is/are in effect any time after 8:00 a.m. on the date of the AGM, the AGM will not be held on that date but will be postponed to a later date. If the AGM is postponed, the Company will post an announcement on the web sites of the Company and the Stock Exchange to notify Shareholders of the date, time and venue of the rescheduled meeting.

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