Green Leader : NOTICE OF ANNUAL GENERAL MEETING PROPOSALS FOR (1) RE-ELECTION OF DIRECTORS; AND (2) GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

JOBNAME: GREEN LEADER PAGE: 1 SESS: 49 OUTPUT: Tue Apr 27 07:32:34 2021

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Green Leader Holdings Group Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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 LEADER HOLDINGS GROUP LIMITED

綠領控股集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 61)

NOTICE OF ANNUAL GENERAL MEETING

PROPOSALS FOR

1. RE-ELECTIONOF DIRECTORS; AND
2. GRANT OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE SHARES

The notice convening the Company's annual general meeting to be held at 701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong on Thursday, 3 June 2021 at 11:00 a.m. (the "AGM") (or, in the event that a black rainstorm warning signal or tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 8:00 a.m. on that day, at the same time and place on Monday, 7 June 2021) or any adjournment thereof at which proposals as set out on pages 15 to 19 of this circular will be considered. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the websites of the Company (www.greenleader.hk) and The Stock Exchange of Hong Kong Limited (www.hkex.com.hk). Irrespective of whether you are able to attend the AGM, please complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at 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 no 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 AGM or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES AND SPECIAL ARRANGEMENTS FOR THE AGM

Considering the outbreak of the COVID-19, certain measures will be implemented at the AGM with a view to addressing the risk to attendees of infection, including, without limitation:

1. all attendees being required to (a) undergo body temperature screening; and (b) wear surgical masks prior to admission to the AGM venue;
2. attendees who are subject to health quarantine prescribed by the HKSAR Government not being admitted to the AGM venue;
3. all attendees being required to wear surgical masks throughout the AGM;
4. appropriate seating arrangement; and
5. no distribution of corporate gift or refreshment.

The Company reminds attendees that they should carefully consider the risks of attending the AGM, taking into account their own personal circumstances. Furthermore, the Company would like to remind Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising their voting rights and strongly recommends that Shareholders appoint the chairman of the AGM as their proxy and submit their form of proxy as early as possible. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

In the event of any inconsistency, the English version of this circular shall prevail over the Chinese version.

30 April 2021

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DEFINITIONS

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

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LETTER FROM THE BOARD

GREEN LEADER HOLDINGS GROUP LIMITED

綠領控股集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 61)

NOTICE OF ANNUAL GENERAL MEETING

PROPOSALS FOR

1. RE-ELECTIONOF DIRECTORS; AND
2. GRANT OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE SHARES

INTRODUCTION

The purpose of this circular is to give the Shareholders notice of the forthcoming AGM to be held on Thursday, 3 June 2021 at 11:00 a.m. (or, in the event that a black rainstorm warning signal or tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 8:00 a.m. on that day, at the same time and place on Monday, 7 June 2021). This circular also provides information regarding resolutions to be proposed at the AGM, inter alia, (i) the re-election of Directors; and (ii) the grant to the Directors the General Mandate and the Repurchase Mandate upon the expiry of the current general mandates to issue Shares and repurchase Shares granted to the Directors at the Company's annual general meeting held on 5 August 2020.

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LETTER FROM THE BOARD

AGM

The notice convening the AGM to be held at 701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong on Thursday, 3 June 2021 at 11:00 a.m. (or, in the event that a black rainstorm warning signal or tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 8:00 a.m. on that day, at the same time and place on Monday, 7 June 2021) or any adjournment thereof at which the above proposals will be considered is set out on pages 15 to 19 of this circular. Ordinary resolutions will be proposed at the AGM to approve, among other things, the proposals for

1. re-electionof Directors; and (ii) grant of the General Mandate (including the extended General Mandate) and the Repurchase Mandate.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy can also be downloaded from the websites of the Company (www.greenleader.hk) and the Stock Exchange (www.hkex.com.hk). Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same to 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 no less than 48 hours before the time appointed for holding the above mentioned meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company after the AGM for the results of the AGM.

RE-ELECTION OF DIRECTORS

According to Bye-law 111(A), at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation. A retiring Director shall be eligible for re-election. The Company at the general meeting at which a Director retires may fill the vacated office. Every Director, including those appointed for a specific term, shall be subject to retirement by rotation at least once every three years.

According to Bye-law 115, any Directors appointed to fill in a casual vacancy or as an additional Director shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election.

In accordance with the Bye-laws as mentioned above, each of Mr. Tse Michael Nam, Mr. Ho Kin Cheong, Kelvin, Mr. Shen Weidong and Mr. Tian Hong shall retire from office at the AGM. Being eligible, each of Mr. Tse Michael Nam, Mr. Ho Kin Cheong, Kelvin, Mr. Shen Weidong and Mr. Tian Hong will offer themselves for re-election as executive Director or independent non-executive Director (as the case may be).

Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

Pursuant to Bye-laws 114 and 116, a Shareholder may propose an ordinary resolution to elect any person to be Director(s) either to fill a casual vacancy or as an additional Director. If you wish to propose a person other than a retiring Director for election as Director at the AGM, you should deposit

1. a written notice of to propose a resolution at the AGM; and (2) a notice executed by the nominated candidate of the candidate's willingness to be appointed together with (i) that candidate's information as required to be disclosed under Rule 13.51(2) of the Listing Rules and such other information, as set out in the procedures for the Shareholders to propose a person for election as the Director, which could be found in the Company's website, and (ii) the candidate's written consent to the publication of their personal data which shall be given to the company secretary of the Company. The minimum length of the period of notice, during which such notice is given, should be at least 7 days and that the period for lodgment of such notice shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of the AGM.

GENERAL MANDATE AND REPURCHASE MANDATE

At the AGM, the Directors propose to seek the Shareholder's approval to grant the General Mandate (including the extended General Mandate) and the Repurchase Mandate to the Directors.

General Mandate

At the AGM, an ordinary resolution will be proposed such that the Directors be given an unconditional general mandate (i.e. the General Mandate) to allot, issue and deal with unissued Shares or the Company's underlying Shares (other than by way of rights issue or pursuant to a share option scheme for the Company's and/or any of its subsidiaries' Directors or employees or pursuant to any scrip dividend scheme or similar arrangements providing for the allotment and issue of Shares in lieu of whole or part of the dividend on Shares in accordance with the Bye-laws) or make or grant offers, agreements, options and warrants which might require the exercise of such power, of an aggregate amount of up to 20% of the number of the issued Shares as at the date of granting of the General Mandate.

In addition, a separate ordinary resolution will further be proposed for extending the General Mandate and authorising the Directors to allot, issue and deal with Shares to the extent of the Shares repurchased pursuant to the Repurchase Mandate. Details on the Repurchase Mandate are further elaborated below.

As at the Latest Practicable Date, the Company has an aggregate of 526,260,404 Shares in issue. Subject to the passing of the resolutions for the approval of the General Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed, under the General Mandate, to allot, issue and deal with a maximum of 105,252,080 Shares.

Repurchase Mandate

At the AGM, an ordinary resolution will also be proposed such that the Directors be given an unconditional general mandate to repurchase Shares (i.e. the Repurchase Mandate) on the Stock Exchange of an aggregate amount of up to 10% of the number of the issued Shares as at the date of granting of the Repurchase Mandate.

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LETTER FROM THE BOARD

Subject to the passing of the resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 52,626,040 Shares.

The General Mandate (including the extended General Mandate) and the Repurchase Mandate shall continue to be in force during the period from the date of passing of the resolutions for the approval of the General Mandate (including the extended General Mandate) and the Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act 1981 of Bermuda (as amended from time to time) or any applicable laws of Bermuda to be held; or (iii) the revocation or variation of the General Mandate (including the extended General Mandate) or the Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

An explanatory statement in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all the requisite information required under the Listing Rules to be given to the Shareholders to enable them to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate.

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.

RECOMMENDATION

The Directors consider the proposals for (i) re-election of Directors; and (ii) grant of the General Mandate (including the extended General Mandate) and the Repurchase Mandate are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

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.

Yours faithfully

For and on behalf of the Board of

Green Leader Holdings Group Limited

Tse Michael Nam

Chairman

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This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to the Shareholders for their consideration of the Repurchase Mandate.

1. REPURCHASE OF SECURITIES FROM CORE CONNECTED PARTIES

The Listing Rules prohibit the Company from knowingly purchasing its securities on the Stock Exchange from a "core connected person", that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective close associates (as defined in the Listing Rules) and a core connected person is prohibited from knowingly selling to the Company their securities of the Company.

As at the Latest Practicable Date, no core connected person of the Company has notified the Company that they has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any of the Shares held by them to the Company in the event that the Repurchase Mandate is passed.

2. NUMBER OF SHARES WHICH MAY BE REPURCHASED

As at the Latest Practicable Date, the issued share capital of the Company comprised 526,260,404 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 52,626,040 fully paid Shares, representing approximately 10% of the number of the issued Shares as at the date of passing of the resolution.

3. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

4. SOURCE OF FUND

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of continuance and Bye-laws, the Listing Rules, the Companies Act and the applicable laws of Bermuda. The Company will not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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5. EFFECT OF EXERCISING THE REPURCHASE 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 financial statements of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate is exercised in full at any time during the Relevant Period. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

6. SHARE PRICES

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

7. DISCLOSURE OF INTEREST

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the AGM.

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8. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of Bermuda.

9. THE HONG KONG CODE ON TAKEOVERS AND MERGERS

If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the following Shareholder are in interested in more than 10% of the Shares then in issue:

Notes:

• China OEPC beneficially owns 94,292,961 Shares in which 91,361,894 Shares had been pledged. China OEPC is beneficially owned by Best Growth Enterprises Limited ("Best Growth") and ultimate beneficially owned by Mr. Zhang Sanhuo ("Mr. Zhang"), the Company's executive Director. By virtue of the SFO, Mr. Zhang and Best Growth are deemed to be interested in those Shares and derivative interest held by China OEPC.

• The percentage is calculated on the basis of 526,260,404 Shares in issued as at the Last Practicable Date.

As at the Latest Practicable Date, save as disclosed above, no other Shareholder is interested in more than 10% of the Shares then in issue and the Company has maintained sufficient public float of not less than 25% of the Company's total issued share capital.

On the basis of the current shareholdings of the Shareholders remains unchanged up to the date of AGM, an exercise of the Repurchase Mandate in full will not result in any obliged to make a mandatory offer under Rule 26 of the Takeovers Code. If an exercise of the Repurchase Mandate in full took place, the public float should become approximately 80.09%.

However, as at the Latest Practicable Date, the Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in a requirement of any Shareholders, or any other persons to make a general offer under the Takeovers Code or the number of Shares in the hands of the public falling below the prescribed minimum percentage of 25%.

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The Directors are not aware of any consequences which could arise under the Takeovers Code as a

result of any repurchase made under the Repurchase Mandate.

10. SHARES REPURCHASE MADE BY THE COMPANY

The Company did not repurchase any Shares (whether on the Stock Exchange or otherwise) during

the previous six months immediately prior to the Latest Practicable Date.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

The following is the information, as at the Latest Practicable Date, required to be disclosed under the Listing Rules, on the Directors proposed to be re-elected at the AGM.

1. MR. TSE MICHAEL NAM ("Mr. Tse")

Mr. Tse, aged 63, was re-appointed as an executive Director on 1 September 2016 and now being as the chairman of the Board, chief executive officer, the chairman of each of the nomination committee and the risk management committee of the Company. He is also a director of various subsidiaries of the Company. He was an executive Director for the period from 12 February 2007 to 30 November 2015. Mr. Tse holds a Bachelor of Science degree in Biological Science from the University of California, Berkeley and a Master of Business Administration degree from the University of San Francisco.

Mr. Tse has over 29 years of experience in corporate management in the agriculture, manufacturing, mining and merge and acquisitions sectors. Mr. Tse was a registered consultant to Asian Development Bank and has held key positions in several companies listed on the Stock Exchange.

Mr. Tse was appointed by way of a letter of appointment with a proposed term of service of two years. However, his appointment is subject to the rotational retirements under the Bye-laws. Mr. Tse's remuneration is governed by the Bye-laws and he is currently entitled to receive (i) a monthly remuneration of HK$120,000 which is determined by the Board based on the recommendation from the remuneration committee of the Company with reference to, among other matters, his duties and responsibilities, salaries paid by comparable companies, time commitment, employment conditions of other members of the Group; and (ii) a one month bonus for each financial year.

Save as disclosed above, Mr. Tse has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, he does not hold any other positions with the Company and other members of the Group or other major appointments and professional qualifications. Mr. Tse does not have any relationship with any Directors, senior management, or substantial or controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Tse have 7,658 Shares. Save as disclosed above, Mr. Tse does not have, nor is deemed to have any interests or short positions in any Shares, underlying Shares or debentures (within the meaning of Part XV of the SFO) of the Company as at the Latest Practicable Date.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

1. MR. HO KIN CHEONG, KELVIN ("Mr. Ho")

Mr. Ho, aged 53, was appointed as an independent non-executive Director on 5 August 2020 and now being as the chairman of the audit committee of the Company and the member of each of the remuneration committee, the nomination committee and the risk management committee of the Company. He holds a Bachelor Degree in Business Administration (Hons.), major in Accounting, from Hong Kong Baptist University. He has over 27 years of experience in finance and accounting, company secretary, initial public offering, takeover, deposition and debt restructuring. He is an associate member of the Hong Kong Institute of Certified Public Accountants, and a fellow member of the Association of Chartered Certified Accountants.

Mr. Ho is the company secretary, the chief financial officer and the authorized representative of China Wood International Holding Co., Limited (formerly known as HongDa Financial Holding Limited), a company listed on the Main Board of the Stock Exchange (Stock code: 1822) since 31 August 2020.

Mr. Ho was appointed as an independent non-executive director of CECEP COSTIN New Materials Group Limited (in provisional liquidation) ("CECEP COSTIN") (Stock Code: 2228), a company listed on the Main Board of the Stock Exchange, since 6 August 2018. Based on published information, CECEP COSTIN received a winding up petition and a summons for the appointment of joint provisional liquidators dated 30 October 2017. Mr. Ho's appointment was subsequent to the winding up petition against CECEP COSTIN and he was appointed by the joint provisional liquidators to meet the relevant requirements under the Listing Rules.

He was also respectively appointed as an independent non-executive director of Rosan Resources Holdings Limited (Stock Code: 578) since 1 July 2020, an independent non-executive director of Yadong Group Holdings Limited (Stock Code: 1795) since 21 October 2020, and an independent non-executive director of JW (Cayman) Therapeutics Co. Ltd (Stock Code: 2126) since 22 October 2020. The securities of the above companies are listed on the Main Board of the Stock Exchange.

For the period from 11 April 2016 to 19 April 2017, Mr. Ho was appointed as a non executive director of China Wood International Holdings Co., Limited (Stock Code: 1822), a company listed on the Main Board of the Stock Exchange.

Save as disclosed above, Mr. Ho has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, he does not hold any other positions with the Company and other members of the Group or other major appointments and professional qualifications. Mr. Ho does not have any relationship with any Directors, senior management, or substantial or controlling Shareholders.

Mr. Ho was appointed by way of a letter of appointment with a proposed term of service of one year. His appointment is subject to the rotational retirements under the Bye-laws. Mr. Ho's remuneration is governed by the Bye-laws and he is currently entitled to receive a monthly remuneration of HK$14,000 which is determined by the Board based on the recommendation from the Company's remuneration committee with reference to, among other matters, his duties and responsibilities, salary paid by comparable companies, time commitment, employment conditions of other members of the Group.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

As at the Latest Practicable Date, Mr. Ho does not have, nor is deemed to have any interests or short positions in any Shares, underlying Shares or debentures (within the meaning of Part XV of the SFO) of the Company as at the Latest Practicable Date.

1. MR. SHEN WEIDONG ("Mr. Shen")

Mr. Shen Weidong, aged 51, was appointed as an independent non-executive Director on 2 November 2020 and now being as the member of each of the remuneration committee, the nomination committee, the audit committee and the risk management committee of the Company. He holds a Executive Master of Business Administration degree from Southwest International University, the United States. He has over 24 years of managerial experience in hotel and real estate industries.

Mr. Shen held multiple managerial roles in a number of reputable corporations since 1996. Mr. Shen is currently the managing director of 山西經貿集團鼎軒房地產開發有限公司 (Shanxi Economic and Trade Group Dingxuan Real Estate Development Co., Ltd.*) and 太原恒鑫房地產開發有 限公司 (Taiyuan Hengxin Real Estate Development Co., Ltd.*).

Save as disclosed above, Mr. Shen has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, he does not hold any other positions with the Company and other members of the Group. Mr. Shen does not have any relationship with any Directors, senior management, or substantial or controlling Shareholders.

Mr. Shen was appointed by way of a letter of appointment with a proposed term of service of two years. His appointment is subject to the rotational retirements under the Bye-laws. Mr. Shen's remuneration is governed by the Bye-laws and he is currently entitled to receive a monthly remuneration of HK$14,000 which is determined by the Board based on the recommendation from the Company's remuneration committee with reference to, among other matters, his duties and responsibilities, salary paid by comparable companies, time commitment, employment conditions of other members of the Group.

As at the Latest Practicable Date, Mr. Shen does not have, nor is deemed to have any interests or short positions in any Shares, underlying Shares or debentures (within the meaning of Part XV of the SFO) of the Company as at the Latest Practicable Date.

• For identification purpose only

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

1. MR. TIAN HONG ("Mr. Tian")

Mr. Tian, aged 56, was appointed as an independent non-executive Director on 10 August 2020 and now being as the chairman of the remuneration committee of the Company and the member of each of the nomination committee, the audit committee and the risk management committee of the Company. He holds a Master's Degree in Business Administration from 山西財經大學 (Shanxi University of Finance

• Economics*) in 2009 and qualified as a senior economist of The Bank of China in 1998. He has over
  30 years of experience in banking and finance.

Mr. Tian was appointed as an independent non-executive director of PINE Technology Holdings Limited ("PINE") (stock code: 1079), a company listed on the Main Board of the Stock Exchange, on 4 July 2017 and designated as the member of each of the audit committee, the nomination committee and the remuneration committees of PINE.

Save as disclosed above, Mr. Tian has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, he does not hold any other positions with the Company and other members of the Group. Mr. Tian does not have any relationship with any Directors, senior management, or substantial or controlling Shareholders.

Mr. Tian was appointed by way of a letter of appointment with a proposed term of service of two years. His appointment is subject to the rotational retirements under the Bye-laws. Mr. Tian's remuneration is governed by the Bye-laws and he is currently entitled to receive a monthly remuneration of HK$14,000 which is determined by the Board based on the recommendation from the Company's remuneration committee with reference to, among other matters, his duties and responsibilities, salary paid by comparable companies, time commitment, employment conditions of other members of the Group.

As at the Latest Practicable Date, Mr. Tian does not have, nor is deemed to have any interests or short positions in any Shares, underlying Shares or debentures (within the meaning of Part XV of the SFO) of the Company as at the Latest Practicable Date.

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JOBNAME: GREEN LEADER PAGE: 15 SESS: 81 OUTPUT: Tue Apr 27 07:32:35 2021

Mark Trace: > clean (2021-01-20 15:51)

NOTICE OF AGM

GREEN LEADER HOLDINGS GROUP LIMITED

綠領控股集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 61)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Green Leader Holdings Group Limited (the "Company") will be held at 701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong on Thursday, 3 June 2021 at 11:00 a.m. (the "AGM") (or, in the event that a black rainstorm warning signal or tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 8:00 a.m. on that day, at the same time and place on Monday, 7 June 2021) for the purpose of considering and, if thought fit, passing the following ordinary resolutions with or without amendments:

1. to receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Director(s)") and the auditor (the "Auditor") of the Company for the year ended 31 December 2020;
2. (a) to re-elect Mr. Tse Michael Nam as an executive Director;
3. 1. to re-elect Mr. Ho Kin Cheong, Kelvin as an independent non-executive Director;
   2. to re-elect Mr. Shen Weidong as an independent non-executive Director;
   3. to re-elect Mr. Tian Hong as an independent non-executive Director; and
   4. to authorise the board of Directors to fix the Directors' remuneration;
4. to re-appoint Elite Partner CPA Limited as the Auditor and to authorise the board of Directors to fix their remuneration;
5. to consider and, if thought fit, pass the following resolutions as ordinary resolutions:
   "THAT:
6. 1. subject to paragraph (c) below, pursuant to the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the "Shares") and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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JOBNAME: GREEN LEADER PAGE: 16 SESS: 79 OUTPUT: Tue Apr 27 07:32:35 2021

Mark Trace: > clean (2021-01-20 15:51)

NOTICE OF AGM

1. the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to
3. 1. a Rights Issue (as defined below); or (ii) the exercise of any options granted under the existing share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

1. 20% of the number of issued Shares on the date of the passing of this resolution; and
2. (if the Directors are so authorised by a separate ordinary resolution of the shareholders (the "Shareholder(s)") of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the number of issued Shares on the date of the passing of resolution no. 6),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

1. for the purposes 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 bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended from time to time) (the "Companies Act") or any other applicable laws of Bermuda to be held; or
   3. the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution;

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JOBNAME: GREEN LEADER PAGE: 17 SESS: 77 OUTPUT: Tue Apr 27 07:32:35 2021

Mark Trace: > clean (2021-01-20 15:51)

NOTICE OF AGM

"Rights Issue" means an offer of Shares, or offer 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 on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong)."

5. to consider and, if thought fit, pass the following resolution as ordinary resolution:

"THAT:

1. the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
2. the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;
3. if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (b) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (b) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and
4. for the purposes of this resolution, "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
5. 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 bye-laws of the Company, the Companies Act or any other applicable laws of Bermuda to be held; or
   3. the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by this resolution."

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JOBNAME: GREEN LEADER PAGE: 18 SESS: 77 OUTPUT: Tue Apr 27 07:32:35 2021

Mark Trace: > clean (2021-01-20 15:51)

NOTICE OF AGM

6. "THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution no. 4 above in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution."

Notes:

1. The Company's register of members will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021, both days inclusive, during which period no transfer of Shares will be effected, to determine Shareholders' entitlement to attend and vote at the AGM (or at any adjournment thereof).
2. All transfers 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 no later than 4:30 p.m. on Friday, 28 May 2021.
3. A member entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the AGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
4. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power 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 as soon as possible and in any event no later than 11:00 a.m. on Tuesday, 1 June 2021 (Hong Kong time) or no less than 48 hours before the time appointed for holding the above mentioned meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a Shareholder from attending in person and voting at the AGM or any adjournment thereof, should they so wish.
5. In the case of joint holders of Shares, any one of such holders may vote at the AGM, either personally or by proxy, in respect of such Share as if he was solely entitled thereto, but if more than one of such joint holders are present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
6. In relation to item No. 2 of Notice of AGM, Mr. Tse Michael Nam, Mr. Ho Kin Cheong, Kelvin, Mr. Shen Weidong, Mr. Tian Hong will hold office until the AGM and, all of them being eligible, have offered themselves for re-electionat the AGM. Details of the above Directors are set out in Appendix II to the Company's circular dated 30 April 2021 (the "Circular").
   Procedures for the Shareholders to propose a person for election as Director at the AGM are set out under the section headed "Re-election of Directors" in the Circular.

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JOBNAME: GREEN LEADER PAGE: 19 SESS: 77 OUTPUT: Tue Apr 27 07:32:35 2021

Mark Trace: > clean (2021-01-20 15:51)

NOTICE OF AGM

1. In relation to proposed resolutions nos. 4 and 6 above, approval is being sought from the Shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of Shares under the Listing Rules. The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the Share Option Scheme or any scrip dividend scheme which may be approved by Shareholders.
2. In relation to proposed resolution no. 5 above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase Shares in circumstances which they deem appropriate for the benefit of the Shareholders. An explanatory statement containing the information necessary to enable the Shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I of the Circular.
3. Bad weather arrangements:
   The AGM will be held on Thursday, 3 June 2021 as scheduled regardless of whether or not an amber or red rainstorm warning signal is in force in Hong Kong at any time on that day.
   However, if a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above is in force in Hong Kong at 8:00 a.m. on Thursday, 3 June 2021, the AGM will not be held on that day but will be automatically postponed and, by virtue of this notice, be held at the same time and place on Monday, 7 June 2021 instead.
   Members may call (852) 2889 6289 or visit the Company's website (www.greenleader.hk) for details of the postponement and alternative meeting arrangements.
   Members should make their own decision as to whether they would attend the AGM under bad weather conditions having regard to their own situation and if they should choose to so do, they are advised to exercise care and caution.
4. In the event of any inconsistency, the English version of this notice shall prevail over the Chinese version.

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