Hailiang International : GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF AGM

by Mr. Feng and Mr. Feng's Associates (including Ningbo Zhetao which owns 40.26% of the equity interest in Hailiang Group)

1

2

• an English translation of the Chinese company name and is for identification purposes only

3

LETTER FROM THE BOARD

HAILIANG INTERNATIONAL HOLDINGS LIMITED

海 亮 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2336)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF AGM

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for (a) the granting of the Issue Mandate to the Directors; (b) the granting of the Repurchase Mandate to the Directors; (c) the granting of the Extension Mandate to the Directors; and (d) the re-election of Directors, and to give you notice of the AGM.

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 19 June 2020, general mandates were granted to the Directors to exercise the powers of the Company to issue new Shares and repurchase Shares, respectively. Such mandates, to the extent not utilised by the date of the AGM, will lapse at the conclusion of the AGM.

4

LETTER FROM THE BOARD

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

As at the Latest Practicable Date, the Company had 1,815,910,767 Shares in issue. Assuming that there is no change in the number of the issued Shares during the period between the Latest Practicable Date and the date of the AGM, the maximum number of Shares which may be allotted, issued and otherwise deal with pursuant to the Issue Mandate will be 363,182,153 Shares, being 20% of the total number of Shares in issue as at the date of passing of such resolution; and the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate will be 181,591,076 Shares, being 10% of the total number of Shares in issue as at the date of passing of such resolution.

If the Company conducts a share consolidation or subdivision after the Issue Mandate or the Repurchase Mandate has been approved in the AGM, the maximum number of Shares that may be allotted, issued and otherwise dealt with under the Issue Mandate or repurchased under the Repurchase Mandate (as the case may be) 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.

Each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the revocation or variation of the authority given under the ordinary resolutions passed by the Shareholders in general meeting(s); and (c) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

5

LETTER FROM THE BOARD

3. RE-ELECTION OF DIRECTORS

Pursuant to Article 87 of the Articles of Association, Mr. Cao Jianguo (曹建國先生) and Mr. Wang Cheung Yue will retire from office by rotation at the AGM. Pursuant to Article 86(3) of the Articles of Association, Mr. Chiu shall retire from office and, being eligible, shall offer himself for re-election at the AGM. In considering the re-election of Mr. Wang and Mr. Chiu, with the assistance and recommendation from the nomination committee of the Company, the Board has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to the age, gender, nationality, length of service and the professional experience, skills and expertise of each of them. The Board is of the view that their respective education, background and experience allow them to provide valuable and relevant insights and contribute to the diversity of the Board. The Board is also of the view that during their tenure as Independent Non-executive Directors, each of them has made positive contributions to the Company's development, strategy and performance with their independent advice, comments and understanding of the business of the Group. The Board believes that they will bring their valuable experience to the Board for promoting the best interests of the Company and the Shareholders. Holding less than seven listed company directorship, each of Mr. Wang and Mr. Chiu is able to devote sufficient time and attention to perform the duties as Independent Non-executive Directors. Alongside the other Independent Non-executive Director, they will contribute to ensuring that the interests of all Shareholders are taken into account and that relevant issues are subject to objective and dispassionate consideration by the Board. The Company received written confirmations from each of Mr. Wang and Mr. Chiu on their independence in accordance with the Listing Rules. Accordingly, the Board considers Mr. Wang and Mr. Chiu to be independent and recommends each of them to be re-elected as an Independent Non-executive Director at the AGM.

Biographical details of each of Mr. Cao, Mr. Chiu and Mr. Wang are set out in Appendix II to this circular.

4. VOTING AT THE AGM

Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

6

LETTER FROM THE BOARD

5. THE AGM NOTICE

The AGM Notice is set out on pages 14 to 18 of this circular. At the AGM, resolutions will be proposed to approve, among others, (i) the granting to the Directors of the Issue Mandate, the Repurchase Mandate, and the Extension Mandate; and (ii) the re-election of Directors.

6. ACTION TO BE TAKEN

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed on it and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not later than 10:00 a.m. on Wednesday, 16 June 2021 (Hong Kong time) (being not less than 48 hours before the time of the AGM) or any adjournment of such meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment of such meeting should you so wish and, in such event, the form of proxy previously submitted shall be deemed to be revoked.

7. RECOMMENDATION

The Board considers that the proposed resolutions referred to in this circular and the AGM Notice are in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of all the resolutions set out in the AGM Notice.

8. 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,

On behalf of the Board

Hailiang International Holdings Limited

Cao Jianguo 曹建國

Chairman

7

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

1. SHARE CAPITAL

As at the Latest Practicable Date, the Company had 1,815,910,767 Shares in issue.

Subject to the passing of the proposed ordinary resolution granting the Repurchase Mandate and on the basis that no Shares will be issued or repurchased from the Latest Practicable Date up to the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 181,591,076 Shares, representing 10% of the total number of the issued Shares of the Company as at the date of the AGM.

If the Company conducts a share consolidation or subdivision after the Repurchase Mandate has been approved at the AGM, the maximum number of Shares that may be repurchased under the Repurchase Mandate as a percentage of the aggregate number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same.

2. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles of Association, the Companies Law, other applicable laws of the Cayman Islands and the Listing Rules.

3. REASONS FOR REPURCHASES

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on the 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 a repurchase will benefit the Company and the Shareholders as a whole.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the consolidated statement of financial position of the Company as at 31 December 2020, being the date of the latest published audited financial statements of the Company) if the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company.

8

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the last twelve months before and up to the Latest Practicable Date were as follows:

6. EFFECT OF THE TAKEOVERS CODE

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

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Rich Pro beneficially owned 1,207,207,299 Shares, representing approximately 66.48% of the total issued Shares. Rich Pro is wholly-owned by Hailiang Group, which, in turn, is 98.54% owned by Mr. Feng and Mr. Feng's Associates (including Ningbo Zhetao which owns 40.26% of the equity interest in Hailiang Group). Accordingly, Mr. Feng, Hailiang Group and Ningbo Zhetao are deemed to be interested in 1,207,207,299 Shares, representing approximately 66.48% of the total issued Shares.

9

On the basis that the number of the issued Shares and the shareholdings of Rich Pro in the Company remain unchanged immediately before the full exercise of the Repurchase Mandate, in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the interests of Rich Pro in the issued Shares would be increased to approximately 73.87% of the total issued Shares. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

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

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates, has any present intention to sell any Shares to the Company under the Repurchase Mandate in the event that the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

8. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, if they exercise the powers of the Company to repurchase Shares under the Repurchase Mandate, they will exercise the power in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

9. REPURCHASES OF SHARES MADE BY THE COMPANY

The Company has not repurchased any Shares, whether on the Stock Exchange or otherwise, in the six months immediately preceding the Latest Practicable Date.

10. GENERAL

The Directors have no interest to exercise the Repurchase Mandate to the effect that it will result in the public float to fall below the percentage as required under the Listing Rules (or such other prescribed minimum percentage as determined by the Stock Exchange) from time to time.

10

The biographical details of Mr. Cao, Mr. Chiu and Mr. Wang are set out as follows:

Mr. Cao Jianguo (曹建國先生), Executive Director

Mr. Cao, aged 58, has been an Executive Director of the Company since 12 May 2014 and the Chairman of the Board since 16 June 2017. Mr. Cao has been a director of Hailiang Group since March 2016 and the President of Hailiang Group since January 2021. He was the Chairman of Hailiang Group from March 2016 to January 2021. He served as the Chief Executive Officer of the Company from 29 August 2014 to 16 June 2017. Mr. Cao served as the Chairman of Zhejiang Hailiang from October 2013 to August 2016, and a general manager of Zhejiang Hailiang from October 2010 to August 2016.

Mr. Cao is a senior engineer and senior economist in the PRC. Mr. Cao holds a Bachelor degree in Metallurgy from the Jiangxi Institute of Metallurgy (江西冶金學院) (now known as Jiangxi University of Science and Technology (江西理工大學)) and a Master degree in Business Administration from Central

South University (中南大學). Mr. Cao is the judging panel expert of The State Science Technology Awards (中國國家科學技術獎), a member of the professional committee of China Nonferrous Metals Industry Association (中國有色金屬工業協會專家委員會), the vice chairman of the third, fourth and fifth National Nonferrous Metals Standardisation Technological Committee (第三屆、第四屆及第五屆全 國有色金屬標準化技術委員會), the Chairman of the International Organisation for Standardisation (ISO) of the Copper and Copper Alloy Technical Committee (TC26) (銅及銅合金技術委員會) and the Honorary Chairman of China Nonferrous Metal Processing Industry Association (中國有色金屬加工工業

協會名譽理事長). Mr. Cao is the winner of numerous awards, including "Outstanding Technical Officer of China Nonferrous Metals Industry" (中國有色金屬工業優秀技術工作者), "Model Worker of National Nonferrous Metals Industry" (全國有色金屬行業勞動模範), "Model Worker of Shaoxing City" (紹興市 勞動模範), "Senior Expert of Shaoxing City" (紹興市高級專家), "Second-Level Fostered Talent in the Zhejiang Province New Century 151 Talents Project" (浙江省新世紀151人才工程第二層次培養人員), "Economic Construction Contributor's Award of Zhuji City for the Year 2006" (2006年度諸暨市經濟建 設功臣), "China Private Enterprises Innovator for the Year 2011" (2011中國民企年度創新人物) and "Zhejiang Province's Ten Best Business Managers for the Year 2011" (2011年度浙江省十佳事業經理

人), "2016-2017 Most Entrepreneur Honoured by Professional Managers in China" (2016-2017年度中國最受職業經理人推崇的企業家) and "Global Zhejiang Entrepreneur Gold Award" (全球浙商金獎).

Save as disclosed above, Mr. Cao had not held any directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date.

Pursuant to the service contract entered into between Mr. Cao and the Company, Mr. Cao's appointment is for a fixed term of three years commencing from 12 May 2020 unless and until terminated by either party by giving to the other three months' prior notice in writing. The directorship of Mr. Cao will be subject to retirement by rotation and re-election pursuant to the Articles of Association. Mr. Cao will be entitled to receive a director's remuneration of HK$650,000 per annum (pro-rata adjusted for any period shorter than a year) which is determined based on his qualifications, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. Mr. Cao may also be entitled to receive discretionary bonuses as may be decided by the Remuneration Committee having regard to the performance of Mr. Cao and the Group. The remuneration of Mr. Cao will be subject to annual review by the Remuneration Committee.

11

As at the Latest Practicable Date, Mr. Cao did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Cao did not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, Mr. Cao has confirmed that there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no other matters concerning the appointment of Mr. Cao as an Executive Director that need to be brought to the attention of the Shareholders.

Mr. Chiu King Yan, Independent Non-Executive Director

Mr. Chiu, aged 43, has been an Independent Non-executive Director of the Company since 1 September 2020. Mr. Chiu has over 20 years of experience in audit, accounting, private equity investment and corporate finance, obtained from his work experience in international accounting firms and various listed companies in Hong Kong. Mr. Chiu has been an independent non-executive director of ICO Group Limited (Stock Code: 1460) since 22 April 2020. Mr. Chiu has been an executive director of Summit Ascent Holdings Limited (Stock Code: 102) since 26 April 2019. Mr. Chiu has been the Chief Financial Officer of Suncity Group Holdings Limited (Stock Code: 1383) since August 2016 and the Company Secretary of Suncity Group Holdings Limited since December 2020. Mr. Chiu was an executive director of Wanjia Group Holdings Limited (Stock Code: 401) from March 2017 to February 2018. He was the group Chief Financial Officer of AID Partners Capital Holdings Limited (Stock Code: 8088) (now known as AID Life Science Holdings Limited) from April 2014 to July 2016, responsible for financial reporting, investment management and mergers and acquisitions.

Mr. Chiu holds a Master degree in Financial Analysis from The Hong Kong University of Science and Technology and a Bachelor degree in Business Administration in Accountancy from The City University of Hong Kong. He is a member of The Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants in the United Kingdom.

Save as disclosed above, Mr. Chiu had not held any directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date.

Pursuant to the service contract entered into between Mr. Chiu and the Company, Mr. Chiu's appointment is for a fixed term of three years commencing from 1 September 2020 unless and until terminated by either party by giving to the other three months' prior notice in writing. The directorship of Mr. Chiu will be subject to retirement by rotation and re-election pursuant to the Articles of Association. Mr. Chiu will be entitled to receive a director's remuneration of HK$120,000 per annum (pro-rata adjusted for any period shorter than a year) which is determined based on his qualifications, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. The remuneration of Mr. Chiu will be subject to annual review by the Remuneration Committee.

As at the Latest Practicable Date, Mr. Chiu did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Chiu did not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

12

Mr. Chiu confirmed that he met the independence criteria as set out in Rule 3.13 of the Listing

Rules.

Save as disclosed above, Mr. Chiu has confirmed that there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no other matters concerning the appointment of Mr. Chiu as an Independent Non-executive Director that need to be brought to the attention of the Shareholders.

Mr. Wang Cheung Yue, Independent Non-Executive Director

Mr. Wang, aged 77, has been an Independent Non-executive Director of the Company since 1 May

2017. Mr. Wang is the Chairman and a director of Salon Films (Hong Kong) Limited. The Wang family founded Salon Films (Hong Kong) Limited in 1969. Mr. Wang has been a director of Salon Films (Hong Kong) Limited since 1969. Mr. Wang is a director of The Hong Kong International Film Festival Society Limited, a director of Asian Film Awards Academy Limited, a member of the Hong Kong Advisory Board of British Academy of Film and Television Arts and a Honorary Consultant to the Academy of Film of Hong Kong Baptist University. Mr. Wang obtained a Bachelor of Arts degree in Business Administration from Whittier College, California.

Save as disclosed above, Mr. Wang had not held any directorships in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the three years preceding the Latest Practicable Date.

Pursuant to the service contract entered into between Mr. Wang and the Company, Mr. Wang's appointment is for a fixed term of three years commencing from 1 May 2020 unless and until terminated by either party by giving to the other three months' prior notice in writing. The directorship of Mr. Wang will be subject to retirement by rotation and re-election pursuant to the Articles of Association. Mr. Wang will be entitled to receive a director's remuneration of HK$120,000 per annum (pro-rata adjusted for any period shorter than a year) which is determined based on his qualifications, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. The remuneration of Mr. Wang will be subject to annual review by the Remuneration Committee.

As at the Latest Practicable Date, Mr. Wang did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Wang did not have any relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Wang confirmed that he met the independence criteria as set out in Rule 3.13 of the Listing

Rules.

Save as disclosed above, Mr. Wang has confirmed that there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no other matters concerning the appointment of Mr. Wang as an Independent Non-executive Director that need to be brought to the attention of the Shareholders.

13

AGM NOTICE

HAILIANG INTERNATIONAL HOLDINGS LIMITED

海 亮 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2336)

NOTICE IS HEREBY GIVEN that an annual general meeting (the "AGM") of Hailiang International Holdings Limited (the "Company") will be held at SWCS Corporate Services Group (Hong Kong) Limited at 40th Floor, Dah Sing Financial Centre, No. 248 Queen's Road East, Wanchai, Hong Kong on Friday, 18 June 2021 at 10:00 a.m. for the purposes to consider and, if thought fit, pass the following ordinary resolutions (as ordinary businesses):

ORDINARY RESOLUTIONS

1. to receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors") and auditor of the Company (the "Auditor") for the year ended 31 December 2020,
2. to re-elect the retiring Directors, each as separate resolution, and to authorise the board of Directors (the "Board") to fix the Directors' remuneration,
3. 1. to re-elect Mr. Cao Jianguo (曹建國先生) as an Executive Director.
   2. to re-elect Mr. Chiu King Yan as an Independent Non-executive Director.
   3. to re-elect Mr. Wang Cheung Yue as an Independent Non-executive Director.
   4. to authorise the Board to fix the Directors' remuneration.
4. to re-appoint ZHONGHUI ANDA CPA Limited as the Auditor for the year ending 31 December 2021 and to authorise the Board to fix its remuneration,

and, as ordinary businesses, to consider and, if thought fit, pass, with or without amendments, the following resolutions as ordinary resolutions of the Company,

14

AGM NOTICE

4. (A) "THAT:

1. subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and all other applicable laws, 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 additional shares of the Company (the "Shares") and to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities carrying rights to subscribe for or convert or exercise into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution shall authorise the Directors to make or grant offers, agreements and options (including bonds, warrants, debentures, notes and any securities carrying rights to subscribe for or convert or exercise into Shares) during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate number of the Shares allotted and issued or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below);
   2. the exercise of options under a share option scheme of the Company;
   3. the exercise of the right of subscription or conversion under the terms of any securities issued by the Company which are convertible or exercisable into Shares; or
   4. any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the articles of association of the Company (the "Articles of Association") and other relevant regulations in force from time to time,

shall not exceed 20% of the aggregate number of the issued Shares as at the date of passing of this resolution, and if the Company conducts a share consolidation or subdivision after the general mandate has been approved at the AGM, the maximum number of Shares that may be allotted, issued and otherwise dealt with under the general mandate as a percentage of the aggregate number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same and the approval shall be adjusted accordingly; and

15

AGM NOTICE

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

"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 the holders of Shares or any class of Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares or class of Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange, in any territory applicable to the Company)."

1. "THAT:
2. 1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase its Shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
   2. the aggregate number of the Shares to be repurchased pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing of this resolution, and if the Company conducts a share consolidation or subdivision after the repurchase mandate has been approved at the AGM, the maximum number of Shares that may be repurchased under the repurchase mandate as a percentage of the aggregate number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same and the approval shall be adjusted accordingly; and

16

AGM NOTICE

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

and, as special business, to consider and, if thought fit, pass the following resolution as ordinary resolution (with or without modifications):

1. "THAT conditional upon the passing of the resolutions numbered 4(A) and 4(B) as set out in the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution numbered 4(A) of the Notice be and is hereby extended by the addition to the aggregate number of the Shares which may be allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with by the Directors pursuant to such general mandate of the total number of the Shares repurchased by the Company pursuant to the general mandate referred to in the resolution numbered 4(B) of the Notice, provided that such amount shall not exceed 10% of the aggregate number of the issued Shares as at the date of passing of this resolution, and if the Company conducts a share consolidation or subdivision after the extension mandate has been approved at the AGM, the maximum number of Shares that may be allotted, issued or dealt with under the extension mandate as a percentage of the aggregate number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same."

By Order of the Board

Hailiang International Holdings Limited

Cao Jianguo 曹建國

Chairman

Hong Kong, 28 April 2021

Head Office and Principal Place of Business in Hong Kong:

Office 18, 6th Floor, World-wide House

No. 19 Des Voeux Road Central

Hong Kong

17

AGM NOTICE

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his/ her/its proxy to attend and vote instead of him/her/it. A member of the Company who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at a general meeting of the Company or at a class meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is entitled to exercise the same powers on behalf of the member of the Company which he/she/it or they represent as such member of the Company could exercise.
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the instrument of proxy. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.
3. The transfer books and register of members of the Company will be closed from 15 June 2021 to 18 June 2021, both days inclusive, to determine the entitlement of Shareholders to attend and vote at the above meeting, during which period no transfer of Shares will be registered. All transfers accompanied by the relevant Share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 11 June 2021. The record date for determining the entitlement of Shareholders to attend and vote at the above meeting is 18 June 2021.
4. The instrument appointing a proxy and (if required by the Board), the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company's branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not later than 10:00 a.m. on Wednesday, 16 June 2021 (Hong Kong time) (being not less than 48 hours before the time of the meeting) or any adjournment of such meeting (as the case may be) at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
5. Completion and return of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting or any adjournment of such meeting convened and in such event, the instrument appointing a proxy previously submitted shall be deemed to be revoked.
6. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she/it is solely entitled thereto, but if more than one of such joint holders be present at any 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, and 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.
7. An explanatory statement containing further details regarding the resolution numbered 4(B) above is set out in Appendix I to the circular of the Company dated 28 April 2021.
8. Considering the novel coronavirus pandemic (the "Pandemic"), certain measures will be implemented at the AGM with a view to addressing the risk to attendees of infection, including, without limitation, (i) all attendees being required to (a) undergo compulsory body temperature check; and (b) wear surgical masks prior to admission to the AGM venue; (ii) attendees who are subject to health quarantine prescribed by the Hong Kong Special Administrative Region Government not being admitted to the AGM venue; (iii) all attendees being required to wear surgical masks throughout the AGM; (iv) each attendee being assigned a designated seat at the time of registration to ensure social distancing; and (v) no refreshment packs or coffee/tea being provided.
   The Company reminds attendees that they should carefully consider the risks of attending the AGM, taking into account their own personal circumstances. The Company will keep the evolving Pandemic situation under review and may implement additional measures which it will announce closer to the date of the AGM.

As at the date of this notice, the Board comprises three Executive Directors, namely Mr. Cao Jianguo (曹建國先生) (Chairman), Mr. Feng Luming (馮櫓銘先生) (Chief Executive Officer) and Dr. Jin Xiaozheng (金曉錚博士); and three Independent Non-executive Directors, namely Mr. Chiu King Yan, Dr. Chan Wing Mui Helen and Mr. Wang Cheung Yue.

18