Shenzhou International : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND 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 to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Shenzhou International Group Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker 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.

SHENZHOU INTERNATIONAL GROUP HOLDINGS LIMITED

（ 申 洲 國 際 集 團 控 股 有 限 公 司 * ）

(incorporated in the Cayman Islands with limited liability)

(stock code: 2313)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Shenzhou International Group Holdings Limited to be held at 7th Floor, Office Building, No. 18 Yongjiang Road, Economic Technical Development Zone, Beilun District, Ningbo City, Zhejiang Province, the People's Republic of China on Friday, 28 May 2021 at 10:00 a.m. is set out on pages 21 to 26 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but 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 you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.

26 April 2021

• for identification purposes only

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PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic, the Company will implement the following precautionary measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted on every attending Shareholder, proxy and other attendees at the entrance of the Annual General Meeting venue.
2. All attendees are encouraged to wear surgical face masks at the Annual General Meeting venue at all times, and to maintain a safe distance with other attendees.
3. No refreshments and corporate gifts will be provided.

To the extent permitted under applicable laws or regulations, the Company reserves the right to deny entry into the Annual General Meeting venue or require any person to leave the Annual General Meeting venue in order to ensure the safety of the attendees at the Annual General Meeting.

For the sake of the health and safety of all stakeholders and in response to the recent guidelines for the prevention and control of COVID-19, shareholders are reminded that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by completing form of proxy in accordance with the instructions printed thereon, Shareholders may appoint the chairman of the Annual General Meeting as proxy to attend and vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting or any adjourned meeting in person.

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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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DEFINITIONS

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DEFINITIONS

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LETTER FROM THE BOARD

SHENZHOU INTERNATIONAL GROUP HOLDINGS LIMITED

（ 申 洲 國 際 集 團 控 股 有 限 公 司 * ）

26 April 2021

To the Shareholders,

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of the Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (i) the grant to the Directors of general mandates to issue Shares and repurchase Shares; and (ii) the re-election of retiring Directors.

• for identification purposes only

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LETTER FROM THE BOARD

ISSUE MANDATE

In order to ensure flexibility and discretion to the Directors, in the event that it becomes desirable to issue any Share, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for an Issue Mandate. At the Annual General Meeting, an ordinary resolution no. 10 will be proposed to grant to the Directors a general and unconditional mandate to exercise the power of the Company to allot, issue and deal with new Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the relevant resolution at the Annual General Meeting. As at the Latest Practicable Date, a total of 1,503,222,397 Shares were in issue. Subject to the passing of the proposed resolution no. 10 granting the Issue Mandate to the Directors and that no further Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue up to a maximum of 300,644,479 Shares. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

REPURCHASE MANDATE AND EXTENSION MANDATE

At the Annual General Meeting, an ordinary resolution will also be proposed to grant to the Directors a general and unconditional mandate to exercise the power of the Company to repurchase on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the relevant resolution at the Annual General Meeting. In addition, an ordinary resolution will also be proposed at the Annual General Meeting to extend the Issue Mandate by an addition of an amount representing the aggregate nominal value of Shares repurchased under the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; or (b) the expiration of the period within which the Company is required by the Companies Law or the Articles of Association to hold its next annual general meeting; or (c) when revoked or varied by ordinary resolution(s) of the Shareholders at a general meeting prior to the next annual general meeting of the Company.

Under the Listing Rules, the Company is required to give to its Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 86(3) of the Articles of Association, Ms. Liu Chunhong and Mr. Liu Xinggao who were appointed by the Board to be independent non-executive Directors with effect from 1 March 2021, shall hold office until the Annual General Meeting. Ms. Liu Chunhong and Mr. Liu Xinggao, being eligible, offered themselves for re-election at the Annual General Meeting.

In accordance with Articles 87(1) and 87(2) 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, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he or she retires. As a result of the requirements under the Articles of Association, Mr. Huang Guanlin, Mr. Ma Renhe and Mr. Zhang Bingsheng shall retire from office by rotation, and being eligible, offered themselves for reelection at the Annual General Meeting.

The Board believes that the business experience of Mr. Huang Guanlin, Mr. Ma Renhe, Mr. Zhang Bingsheng, Ms. Liu Chunhong and Mr. Liu Xinggao will bring an additional perspective in respect of the Group's business. In addition, the Board and the Nomination Committee of the Board consider that Mr. Zhang Bingsheng, Ms. Liu Chunhong and Mr. Liu Xinggao satisfies the independence criteria for an independent non-executive Director as set out in Rule 3.13 of the Listing Rules. The Board and the Nomination Committee also believe that Mr. Huang Guanlin, Mr. Ma Renhe, Mr. Zhang Bingsheng, Ms. Liu Chunhong and Mr. Liu Xinggao bring diversity to the Board, having taken into account their gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service.

Particulars of the Directors who are subject to re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 21 to 26 of this circular is the notice of the Annual General Meeting, at which, inter alia, resolutions will be proposed to the Shareholders to consider and approve (i) the Issue Mandate, (ii) the Repurchase Mandate and the Extension Mandate, and (iii) the re-election of the retiring Directors.

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LETTER FROM THE BOARD

FORM OF PROXY

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete the form of proxy and return it in accordance with the instructions printed thereon to the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time for the Annual General 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 Annual General Meeting or any adjournment thereof should you so wish.

VOTING AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions set out in the notice of the Annual General Meeting will be put to the vote by way of a poll.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for every fully paid Share held. A Shareholder entitled to more than one vote needs not use all his or her votes or cast all the votes he or she uses in the same way.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and the proposed re-election of the retiring Directors are in the interests of the Group and the Shareholders as a whole.

The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

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.

Yours faithfully

By order of the Board

Shenzhou International Group Holdings Limited

Ma Jianrong

Chairman

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This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information as to the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,503,222,397 Shares of nominal value of HK$0.10 each.

Subject to the passing of the proposed resolution granting the Repurchase Mandate and assuming that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 150,322,239 Shares, which represents 10% of the entire issued share capital of the Company as at the date of passing of the resolution at the Annual General Meeting, during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the date by which the next annual general meeting of the Company is required to be held by the Companies Law or the Articles of Association; or (iii) the date upon which such authority is revoked or varied by a resolution of the Shareholders at a general meeting.

2. REASONS FOR THE REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules and the Companies Law.

The Companies Law provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Companies Law. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Shares are repurchased in the manner provided for in the Companies Law.

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The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate were to be exercised in full at the current prevailing market value, it may have a material adverse impact on the working capital and/or on the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their Close Associates, currently intend to sell any Shares to the Company or its subsidiaries, if the Repurchase Mandate is exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands (including the Companies Law).

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, or has undertaken not to do so, in the event that the Repurchase Mandate is exercised.

5. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If as a result of a repurchase 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 Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert 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 or Rule 32 of the Takeovers Code.

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As at the Latest Practicable Date, to the best of the knowledge of the Company, 639,328,200 Shares, representing approximately 42.53% of the issued share capital of the Company, were beneficially owned by Keep Glory, which was, in turn, owned as to 78.37% by Splendid Steed, 14.59% by BMX and 7.04% by Super China. Splendid Steed is wholly-owned by Mr. Ma, BMX is wholly-owned by Mr. Huang Guanlin (brother-in-law of Mr. Ma and son-in-law of Mr. Ma Baoxing), an executive Director, and Super China is wholly-owned by Mr. Ma Baoxing (the father of Mr. Ma). Since Mr. Ma, through Splendid Steed, controls (within the meaning of the Takeovers Code) Keep Glory indirectly, Mr. Ma is deemed to be interested in the 639,328,200 Shares owned by Keep Glory under the SFO. As at the Latest Practicable Date, Mr. Ma Renhe was the sole shareholder of MCC which was beneficially interested in 77.30% of the issued share capital of Fairco, which in turn was beneficially interested in 71,675,000 Shares, representing approximately 4.77% of the issued share capital of the Company. Accordingly, Mr. Ma Renhe is deemed to be interested in 71,675,000 Shares under the SFO. Mr. Ma Renhe is an executive Director and a cousin of Mr. Ma. For the purpose of the Takeovers Code, Keep Glory, Splendid Steed, BMX, Super China, MCC, Fairco, Mr. Ma Baoxing, Mr. Huang Guanlin and Mr. Ma Renhe are concert parties of Mr. Ma. Mr. Ma together with his concert parties are taken to have an interest in a total of 711,003,200 Shares, representing approximately 47.30% of the issued share capital of the Company as at the Latest Practicable Date. To the best of the knowledge and belief of the Company, no other person, together with his/her Associates, was beneficially interested in Shares representing 10% or more of the issued share capital of the Company as at the Latest Practicable Date.

The Directors consider that such increase in shareholding would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

The Listing Rules prohibits a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

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6. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) was made by the Company in the six months preceding the Latest Practicable Date.

Source: website of the Stock Exchange and website of Yahoo Hong Kong Finance

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

The following are the particulars of the Directors proposed to be re-elected at the Annual General Meeting:

Mr. Huang Guanlin（黃關林）, aged 56, is an Executive Director and the general manager of the Group. He is responsible for the daily operations of the Group such as production, sales and marketing and has over 33 years of experience in the textile industry. Mr. Huang graduated from Zhejiang University of Technology（浙江工業大學）majoring in chemical industry management and engineering. Prior to joining the Group in 1989, he worked for a silk knitting mill in Yuhang County, Zhejiang Province, PRC. After joining the Group, Mr. Huang worked as the manager and a deputy general manager of the production and operation department of Ningbo Weaving. He has been acting as the general manager of Shenzhou Knitting since April 2005. Mr. Huang acted as the chairman of the nomination committee of the Company during the period from October 2005 to March 2012. He is the brother-in-law of Mr. Ma.

Mr. Huang entered into a service contract with the Company for a term of three years commencing from 24 November 2005 and renewable automatically for another three years unless terminated pursuant to the terms of the service contract. Pursuant to the service contract, the service contract may be terminated by either party serving not less than three months notice in writing. In 2020, Mr. Huang received an annual emolument of RMB4,358,000 (including pension plan contributions), determined with reference to his experience and qualification. The emolument for Mr. Huang in 2021 is estimated to be at a similar level as in 2020.

As at the Latest Practicable Date, Mr. Huang was the sole shareholder of BMX, a company incorporated in the British Virgin Islands with limited liability which was beneficially interested in 14.65% of the issued share capital of Keep Glory, which in turn was beneficially interested in 639,328,200 Shares, representing approximately 42.53% of the issued share capital of the Company. Save for having an interest in less than one-third of the issued share capital of Keep Glory, a company incorporated in the British Virgin Islands. Mr. Huang did not have any interest in the Shares pursuant to Part XV of the SFO.

As at the Latest Practicable Date, Mr. Huang did not hold any directorships in other listed public companies in the last three years. Save as disclosed above, he does not have any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company.

In addition, there is no other matter that needs to be brought to the attention of the Shareholders of the Company and there is no information relating to Mr. Huang that is required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Mr. Ma Renhe（馬仁和）, aged 61, is an executive Director and a deputy general manager of the Group. He is responsible for administration, dyeing and finishing affairs of the Group and has over 44 years of experience in textile industry. Prior to joining the Group in 1989, he worked for Shaoxing Cotton Mill and Hangzhou Linping Knitting and Garment Plant. After joining the Group, Mr. Ma Renhe worked as the manager and a deputy general manager of the dyeing and finishing department of Ningbo Weaving. He has been acting as a deputy general manager of Shenzhou Knitting since May 2002. From October 2005 to March 2012, Mr. Ma Renhe was also the chairman of the remuneration committee of the Company and subsequently redesignated as a member of the remuneration committee of the Company. He is a cousin of Mr. Ma (his father and Mr. Ma's father are brothers).

Mr. Ma Renhe entered into a service contract with the Company for a term of three years commencing from 24 November 2005 and renewable automatically for another three years unless terminated pursuant to the terms of the service contract. Pursuant to the service contract, the service contract may be terminated by either party serving not less than 3 months' notice in writing. In 2020, Mr. Ma Renhe received an annual emolument of RMB4,542,000 (including pension plan contributions), determined with reference to his experience and qualification. The emolument for Mr. Ma Renhe in 2021 is estimated to be at a similar level as in 2020.

As at the Latest Practicable Date, Mr. Ma Renhe was the sole shareholder of MCC, a company incorporated in the British Virgin Islands with limited liability which was beneficially interested in 77.30% of the issued share capital of Fairco, which in turn was beneficially interested in 71,675,000 Shares, representing approximately 4.77% of the issued share capital of the Company. Accordingly, Mr. Ma Renhe was deemed to be interested in 71,675,000 Shares by virtue of the SFO. Save as the interest as disclosed herein, Mr. Ma Renhe did not have any other interest in the Shares pursuant to Part XV of the SFO.

As at the Latest Practicable Date, Mr. Ma Renhe did not hold any directorships in other listed public companies in the last three years. Save as disclosed above, he does not have any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company.

In addition, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Ma Renhe is required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Mr. Zhang Bingsheng（張炳生先生）, aged 58, joined the Group on 1 September 2018 as an Independent Non-executive Director and a member of each of the Audit Committee, Remuneration Committee and Nomination Committee. Mr. Zhang has been appointed as the chairman of

the Remuneration Committee with effect from 1 March 2021. Mr. Zhang graduated from the Department of History of Fudan University（復旦大學）in July 1984. From July 1984 to March 1996, Mr. Zhang served as a lecturer of the Department of Politics and History and the Department of Politics and Economics of Ningbo Teachers' College（寧波師範學院）. From March 1996 to October 1998, Mr. Zhang served as a lecturer of the Department of Politics and Economics of the Faculty of Teachers and Education of Ningbo University（寧波大學師範學院）. Mr. Zhang served in Ningbo University as Deputy Officer of the Faculty of Social Science from October 1998 to

April 2000, as Deputy Director of Science and Research Administration Office from July 2005 to January 2006, as Associate Dean of the Law School from April 2000 to July 2005 and from January 2006 to November 2010. Mr. Zhang was promoted to Professor in December 2006 and has served as the Dean of the Law School of Ningbo University since November 2010 till now. Mr. Zhang's

main academic part-time positions include Standing Director of Chinese Society of International Economic and Trade Law Research（中國國際經濟貿易法學研究）, Standing Director of China Intellectual Property Research Society（中國知識產權研究會）, Standing Director of Zhejiang Law Society（浙江省法學會）, Vice President of Zhejiang Intellectual Property Research Society（浙江 省知識產權研究會）, Vice President of Zhejiang Association for Legal Education（浙江省法學教 育研究會）, Vice President of Ningbo Law Society and Supervisor of the Academic Committee of Ningbo Law Society, president of Ningbo Intellectual Property Law Research Society（寧波市知 識產權法學研究會）, the responsible person of the National Characteristic Professional (Law)（國 家特色專業（法學））of Ningbo University, the responsible person of the National Undergraduate Education Comprehensive Reform Pilot Professional (Law)（國家本科教育綜合改革試點專業 （法學））of Ningbo University, and the responsible person of Zhejiang First Class Discipline (A, Law)（浙江省一流學科（A類，法學））of Ningbo University. Mr. Zhang's main social part- time positions include an arbitrator of Ningbo Arbitration Commission（寧波仲裁委員會）, an arbitrator of Shaoxing Arbitration Commission（紹興仲裁委員會）and a lawyer of Zhejiang Shiguang Law Firm（浙江時光律師事務所）. Prior to joining the company, Mr. Zhang had served as an independent director of Ningbo Thermal Power Co., Ltd（. 寧波熱電股份有限公司）and an independent director of Zhejiang Tengtou Landscape Co., Ltd（浙江滕頭園林股份有限公司）. Both terms of office have expired now.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Mr. Zhang entered into a service contract with the Company for a term of three years commencing from 1 September 2018 and renewable automatically for another three years subject to compliance with the Articles of Association and the Listing Rules unless terminated pursuant to the service contract. Pursuant to the service contract, the service contract may be terminated by Mr. Zhang serving not less than 3 months' notice in writing. Mr. Zhang has received director's fee of approximately RMB96,000 in 2020 and received an additional allowance for his attendance at Board meeting of approximately RMB40,000, which was determined by the Board with reference to his responsibilities and the prevailing market practice. Meanwhile, the emolument of Mr. Zhang in 2021 is estimated to be at a similar level as in 2020.

As at the Latest Practicable Date, Mr. Zhang did not have any interest in the Shares pursuant to Part XV of the SFO.

Save for his directorship with the Company, Mr. Zhang does not hold any directorships in other listed public companies in the last three years, nor has any relationship with any Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

In addition, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Zhang that is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Ms. Liu Chunhong（劉春紅女士）, aged 51, joined the Group on 1 March 2021 as an independent non-executive Director and a member of each of the Audit Committee and Remuneration Committee. Ms. Liu graduated from Donghua University, formerly known as China Textile University, with a bachelor of mechanical engineering in textile machinery in 1991 and a master's degree in 1997 in mechanical engineering. In 2000, Ms. Liu obtained a doctorate degree in business management from Shanghai Jiao Tong University. Ms. Liu is currently a professor of business and management and doctoral supervisor at Donghua University.

She joined Donghua University as the deputy head of the Master of Business Administration Education Centre in March 1997, where she was responsible for the start-up, planning and operation of the entire programme. Ms. Liu was the director of the department of finance of Donghua University from April 2002 to March 2003, the dean of the International Culture Exchange School from April 2003 to December 2009, and the assistant to the president since September 2007, during which she also served as the dean of the School of Adult Continuing Educational and Online Education and the dean of the Raffles Academy of Continuing Education. From December 2009 to April 2019, she was the vice president of Donghua University, during which she also served as the dean of College of Fashion and Art Design and the dean of the Shanghai International College of Fashion and Innovation, and was the vice-chairwoman of the Shanghai Donghua University Education Development Foundation and the executive president of

the Donghua University Alumni Association. From July 2019 to December 2020, Ms. Liu was also the chairwoman of Shanghai Shanghu Digital Technology Limited（上海尚乎數碼科技有限公 司）. Currently, Ms. Liu is the chief researcher of the Shanghai International College of Fashion and Innovation, Donghua University, as well as the chairwoman of the Shanghai Fashion Accessories

Society, the vice-chairwoman of the Shanghai Association for Science & Technology of Changning District, and a director of Shanghai Anoky Group Co., Ltd., a company listed on ChiNext of the Shenzhen Stock Exchange (stock code: 300067).

Ms. Liu entered into a service contract with the Company for a term of three years commencing from 1 March 2021 and renewable automatically for another three years subject to compliance with the Articles of Association and the Listing Rules unless terminated pursuant to the service contract. Pursuant to the service contract, the service contract may be terminated by Ms. Liu serving not less than 3 months' notice in writing. Ms. Liu will be entitled to an annual emolument of RMB96,000 and receive an additional allowance equivalent to RMB/HK$10,000 for her attendance at each Board meeting, which has been determined by the Board with reference to her responsibilities and the prevailing market practice.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

As at the Latest Practicable Date, Ms. Liu did not have any interest in the Shares pursuant to Part XV of the SFO.

Save for her directorship with the Company and save as disclosed above, Ms. Liu does not hold any directorships in other listed public companies in the last three years, nor has any relationship with any Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

In addition, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Ms. Liu that is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Mr. Liu Xinggao（劉興高先生）, aged 52, joined the Group on 1 March 2021 as an independent non-executive Director and a member of each of the Audit Committee and the Nomination Committee. Mr. Liu obtained a bachelor's degree in engineering from Tianjin University in 1991, a master's degree in engineering from Zhejiang University in 1997, and a doctorate degree in engineering from the college of Control Science and Engineering of Zhejiang University in 2000. He is currently a professor and doctoral supervisor at the College of Control Science and Engineering of Zhejiang University.

Mr. Liu was a post-doctoral fellow at the Department of Control Science and Engineering of Tsinghua University from 2000 to 2002 and a visiting scholar at Department of Process and Control of Newcastle University in the United Kingdom in 2001. Mr. Liu is currently a member of the Institute of Electrical and Electronics Engineers and the Institution of Engineering and Technology. Mr. Liu was an awardee of the Zhejiang Natural Science Fund for Distinguished Young Scholars in 2010 and obtained the Grade A engineering management honour (the highest honour) granted by Sinopec Assets Management Co., Ltd. in 2017. Mr. Liu was awarded the First Prize for the State Scientific and Technological Progress Award in 2014, the Outstanding Award of Science and Technology Progress by the Chinese Association of Automation in 2019, and the Second Prize for the State Scientific and Technological Progress Award in 2020. He returned to work at the College of Control Science and Engineering of Zhejiang University as an introduced talent in 2002, where he has worked since.

Mr. Liu entered into a service contract with the Company for a term of three years commencing from 1 March 2021 and renewable automatically for another three years subject to compliance with the Articles of Association and the Listing Rules unless terminated pursuant to the service contract. Pursuant to the service contract, the service contract may be terminated by Mr. Liu serving not less than 3 months' notice in writing. Mr. Liu will be entitled to an annual emolument of RMB96,000 and receive an additional allowance equivalent to RMB/HK$10,000 for his attendance at each Board meeting, which has been determined by the Board with reference to his responsibilities and the prevailing market practice.

As at the Latest Practicable Date, Mr. Liu did not have any interest in the Shares pursuant to Part XV of the SFO.

Save for his directorship with the Company, Mr. Liu does not hold any directorships in other listed public companies in the last three years, nor has any relationship with any Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

In addition, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Liu that is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF THE ANNUAL GENERAL MEETING

SHENZHOU INTERNATIONAL GROUP HOLDINGS LIMITED

（ 申 洲 國 際 集 團 控 股 有 限 公 司 * ）

(incorporated in the Cayman Islands with limited liability)

(stock code: 2313)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Shenzhou International Group Holdings Limited (the "Company") will be held at 7th Floor, Office Building, No. 18 Yongjiang Road, Economic Technical Development Zone, Beilun District, Ningbo City, Zhejiang Province, the People's Republic of China at 10:00 a.m. on Friday,

28 May 2021 to consider and, if thought fit, transact the following business:

ORDINARY BUSINESS

1. to receive and consider the consolidated audited financial statements and the reports of the directors of the Company and the Company's independent auditors for the year ended 31 December 2020;
2. to approve and declare the payment of a final dividend of HK$1.10 per share of HK$0.10 each in the capital of the Company for the year ended 31 December 2020;
3. to re-elect Mr. Huang Guanlin as an executive director of the Company;
4. to re-elect Mr. Ma Renhe as an executive director of the Company;
5. to re-elect Mr. Zhang Bingsheng as an independent non-executive director of the Company;
6. to re-elect Ms. Liu Chunhong as an independent non-executive director of the Company;
7. to re-elect Mr. Liu Xinggao as an independent non-executive director of the Company;

• for identification purposes only

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NOTICE OF THE ANNUAL GENERAL MEETING

1. to authorise the board of directors of the Company (the "Board") to fix the remuneration of the directors of the Company;
2. to re-appoint Ernst & Young as the Company's auditors and to authorise the Board to fix their remuneration;

and, as additional ordinary business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions (with or without modification);

10. "THAT:

1. subject to paragraph (c) below, pursuant to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares (each, a "Share") of HK$0.10 each in the capital of the Company 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;
2. the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of the aforesaid powers after the expiry of the Relevant Period;
3. the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (defined below); or (ii) the exercise of any options granted under all share option schemes of the Company adopted from time to time in accordance with the Listing Rules; 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 articles of association 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:

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NOTICE OF THE ANNUAL GENERAL MEETING

1. 20% of the aggregate nominal value of the share capital of the Company in issue on the date of the passing of this resolution; and
2. (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal value 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 aggregate nominal value of the share capital of the Company in issue on the date of the passing of this resolution),

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 articles of association of the Company or the applicable laws of the Cayman Islands to be held; or
   3. the passing of an ordinary resolution by the shareholders of the Company at a general meeting revoking or varying the authority given to the directors of the Company by this resolution;

"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 of the Company to holders of Shares on the Company's register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the directors of the Company 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)."

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NOTICE OF THE ANNUAL GENERAL MEETING

11. "THAT:

1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to repurchase (or agree to repurchase) shares (each, a "Share") of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands 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 repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate nominal value of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
3. 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:
4. 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 the applicable laws of the Cayman Islands to be held; or
   3. the passing of an ordinary resolution by the shareholders of the Company at a general meeting revoking or varying the authority given to the directors of the Company by this resolution."

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NOTICE OF THE ANNUAL GENERAL MEETING

12. "THAT conditional on the passing of resolutions numbered 10 and 11 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 10 above be and is hereby extended by the addition to the aggregate nominal value of the shares which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased or agreed to be repurchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 11 above."

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more than one person as his proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company. In view of the outbreak of COVID-19 pandemic, shareholders are strongly encouraged to appoint the chairman of the Annual General Meeting as proxy to attend and vote on his/her behalf at the Annual General Meeting or any adjourned meeting.
2. 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 notarially certified copy of such power or authority must be deposited at the offices of the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time of the above meeting or any adjourned meeting.

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NOTICE OF THE ANNUAL GENERAL MEETING

1. The register of members of the Company will be closed from Tuesday, 25 May 2021 to Friday, 28 May 2021, both dates inclusive, during which no transfer of shares will be registered. In order to establish the identity of Shareholders who are entitled to attend and vote at the Annual General Meeting, all transfer forms, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration, not later than 4:30 p.m. on Monday, 24 May 2021.
   The register of members of the Company will be closed from Tuesday, 8 June 2021 to Thursday, 10 June 2021, both dates inclusive, during such period no transfer of shares will be registered. In order to establish the identity of the Shareholders who are entitled to the final dividend which is stated above and will be resolved and voted at the Annual General Meeting, all transfer forms, accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Monday, 7 June 2021 for registration.
2. In relation to proposed resolution numbered 10 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 of the Company other than shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by the shareholders.
3. In relation to proposed resolution numbered 11 above, the directors wish to state that they will exercise the powers conferred thereby to purchase shares of the Company 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 the Appendix I to this circular of which this notice of the Annual General Meeting forms part.
4. In respect of ordinary resolutions numbered 3 to 7 above. Mr. Huang Guanlin, Mr. Ma Renhe, Mr. Zhang Bingsheng, Ms. Liu Chunhong and Mr. Liu Xinggao shall retire, and being eligible, offered themselves for re-election at the Annual General Meeting. Details of the above directors are set out in Appendix II to this circular, of which this notice of the Annual General Meeting forms part.
5. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Annual General Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
6. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto to if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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