THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in ZONBONG LANDSCAPE Environmental Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities broker or other agent through whom the sale or the 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.

ZONBONG LANDSCAPE Environmental Limited

中邦園林環境股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1855)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS,

RE-APPOINTMENT OF AUDITOR,

GRANT OF GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting ("AGM") of ZONBONG LANDSCAPE Environmental Limited to be held at 11/F, Zhongqing Building, No. 5888, Fuzhi Road, Jingyue High-tech Industrial Development Zone, Changchun City, Jilin Province, PRC on Monday, 31 May 2021 at 10:00 a.m. is set out on pages 24 to 28 of this circular. A form of proxy for use at the AGM is also enclosed with this circular. This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.zonbong.com).

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 with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (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 thereof should you so wish.

References to time and dates in this circular are to Hong Kong time and dates.

The Company strongly advises Shareholders to appoint the chairman of the AGM as their proxy to vote on the relevant resolution(s) as an alternative to attending the AGM in person. 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.

28 April 2021

CONTENTS

Page

Definitions .

. . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Introduction

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Re-appointment of auditor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

General mandate to issue Shares and repurchase Shares . . . . . . . . . . . . . . . . . . . . . .

6

Annual General Meeting and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

General .

. . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

Appendix I

-

Details of Directors proposed to be re-elected at the AGM . . . . . . .

10

Appendix II

-

Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24

- i -

DEFINITIONS

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

"AGM"

the annual general meeting of the Company to be held at

11/F, Zhongqing Building, No. 5888, Fuzhi Road, Jingyue

High-tech Industrial Development Zone, Changchun City,

Jilin Province, PRC on Monday, 31 May 2021 at 10:00 a.m.

or any adjournment thereof, the notice of which is set out

on pages 24 to 28 of this circular

"Articles of Association"

the articles of association of the Company conditionally

adopted on 14 December 2020 as amended, supplemented

or otherwise modified from time to time and "Article" shall

mean an article of the Articles of Association

"Board"

the board of Directors

"close associate(s)"

has the meaning ascribed to it under the Listing Rules

"Company"

ZONBONG LANDSCAPE Environmental Limited (中邦園

林環境股份有限公司), an exempted company incorporated

in the Cayman Islands with limited liability and the Shares

of which are listed on the Stock Exchange

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"Director(s)"

the director(s) of the Company

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the

People's Republic of China

- 1 -

DEFINITIONS

"Issue Mandate"

a general and unconditional mandate proposed to be

granted to the Directors at the AGM to exercise the power

of the Company to allot, issue and deal with unissued

Shares not exceeding 20% of the total number of Shares in

issue as at the date of passing of the relevant resolution at

the AGM

"Latest Practicable Date"

12 April 2021, being the latest practicable date prior to the

printing of this circular for ascertaining certain information

for inclusion in this circular

"Listing Date"

6 January 2021, the date on which the Shares were listed

on Stock Exchange

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange as amended from time to time

"Memorandum of Association"

the memorandum of association of the Company

conditionally adopted on 14 December 2020 as amended,

supplemented or otherwise modified from time to time

"Repurchase Mandate"

a general and unconditional mandate proposed to be

granted to the Directors at the AGM to exercise the power

of the Company to repurchase Shares not exceeding 10% of

the total number of Shares in issue as at the date of passing

the relevant resolution at the AGM

"RMB"

Renminbi Yuan, the lawful currency of China

"SFO"

the Securities and Futures Ordinance (Chapter 571 of Laws

of Hong Kong) as amended, supplemented or otherwise

modified from time to time

"Share(s)"

the ordinary share(s) with a nominal value of HK$0.001

each in the share capital of the Company

"Shareholder(s)"

the holder(s) of the Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

- 2 -

DEFINITIONS

"subsidiary(ies)"

has the same meaning ascribed to it under the Listing Rules

"substantial shareholder"

has the same meaning ascribed to it under the Listing Rules

"Takeovers Code"

the Hong Kong Codes on Takeovers and Mergers and Share

Buy-backs as approved by the Securities and Futures

Commission of Hong Kong, as amended, modified or

supplemented from time to time

"%"

per cent

- 3 -

LETTER FROM THE BOARD

ZONBONG LANDSCAPE Environmental Limited

中邦園林環境股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1855)

Executive Directors:

Registered office:

Mr. Liu Haitao

71 Fort Street

(Chairman and Executive Director)

PO Box 500

Mr. Wang Xudong

George Town

Ms. Wang Yan

Grand Cayman KY1-1106

Cayman Islands

Non-executive Directors:

Mr. Sun Juqing

Head office and principal place

Ms. Lyu Hongyan

of business in PRC:

Mr. Shao Zhanguang

11/F, Zhongqing Building

No. 5888, Fuzhi Road

Independent non-executive Directors:

Jingyue High-tech Industrial Development Zone

Mr. Gao Xiangnong

Changchun City

Mr. Yin Jun

Jilin Province

Mr. Lee Kwok Tung Louis

PRC

28 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS,

RE-APPOINTMENT OF AUDITOR,

GRANT OF GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to: (i) furnish you with details of the proposed re-election of Directors; (ii) furnish you with details of the re-appointment of auditor; (iii) provide with you details of the proposed Issue Mandate, the proposed Repurchase Mandate and the extension of the Issue Mandate by addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate; and (iv) provide you with the notice of AGM.

- 4 -

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

The Board currently comprises nine Directors, of which three are Executive Directors, namely Mr. Liu Haitao, Mr. Wang Xudong and Ms. Wang Yan; three are Non-executive Directors, namely Mr. Sun Juqing, Ms. Lyu Hongyan and Mr. Shao Zhanguang; and three are Independent Non-executive Directors, namely Mr. Gao Xiangnong, Mr. Yin Jun and Mr. Lee Kwok Tung Louis.

Pursuant to Article 108(b) 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 (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to the retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. Accordingly, all of the Directors shall retire from office by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM.

The Board has duly considered the composition of the members of the Board. In order to better achieve the objectives of the diversity policy of the Board, the Board has decided to propose the re-election of Mr. Yin Jun, Mr. Gao Xiangnong and Mr. Lee Kwok Tung Louis as the Independent Non-executive Directors at the AGM. The three proposed candidates for Independent Non-executive Directors possess rich experience in their industries and are able to provide valuable professional advices in the areas of construction and engineering, financial management, compliance and corporate governance to the Company, thus contributing to better corporate governance of the Company. In addition, the proposed Independent Non-executive Directors represent different education and industry background and the Board believes that they will bring diverse perspectives to the Board.

The Board has confirmed with each of Mr. Yin Jun, Mr. Gao Xiangnong and Mr. Lee Kwok Tung Louis that he does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company, and does not hold any interests of the Company in any form. Accordingly, the Board has reasonable belief that they are independent.

None of Mr. Yin Jun, Mr. Gao Xiangnong and Mr. Lee Kwok Tung Louis act as directors of seven (or over seven) listed companies. The Board believes that they can commit sufficient time to assume their director's duties. The Board is of the view that each of Mr. Yin Jun, Mr. Gao Xiangnong and Mr. Lee Kwok Tung Louis is suitably qualified to be a Director and that their proposed appointments are consistent with the nomination policy of the Board.

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

- 5 -

LETTER FROM THE BOARD

RE-APPOINTMENT OF AUDITOR

KPMG will retire as the independent auditors of the Company at the AGM and, being eligible, offer themselves for re-appointment.

Upon the recommendation of the audit committee of the Company, the Board proposed to re-appoint KPMG as the independent auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.

GENERAL MANDATE TO ISSUE SHARES AND REPURCHASE SHARES

On 14 December 2020, an ordinary resolution was passed by the then Shareholders to give a general mandate to the Directors to exercise the powers of the Company to issue Shares. Such mandate will lapse at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant the Directors a new general and unconditional mandate to allot, issue and otherwise deal with Shares of up to 20% of the total number of Shares in issue as at the date of passing of the relevant resolution.

As at the Latest Practicable Date, the total number of Shares in issue was 275,000,000. Subject to passing of the ordinary resolution approving the Issue Mandate and on the basis that no further Shares are issued prior to the AGM, the Company would be allowed under the resolution approving the Issue Mandate to allot, issue and deal with a maximum of 55,000,000 Shares, representing not more than 20% of the total number of Shares in issue as at the Latest Practicable Date. The Issue Mandate will continue in force until (i) the conclusion of the next annual general meeting of the Company held after the AGM; (ii) the date by which the next annual general meeting of the Company is required to be held under the Articles of Association or the laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders of the Company in general meeting. The Directors have no immediate plan to issue any new Shares pursuant to the Issue Mandate.

On 14 December 2020, an ordinary resolution was passed by the then Shareholders to give a general mandate to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. At the AGM, an ordinary resolution will be proposed to grant the Directors a new general and unconditional mandate to repurchase Shares of up to 10% of the total number of Shares in issue as at the date of passing of the relevant resolution.

As at the Latest Practicable Date, the total number of Shares in issue was 275,000,000. Subject to passing of the ordinary resolution approving the Repurchase Mandate and on the basis that no further Shares are issued prior to the AGM, the Company would be allowed under the

- 6 -

LETTER FROM THE BOARD

resolution approving the Repurchase Mandate to repurchase a maximum of 27,500,000 Shares, representing not more than 10% of the total number of Shares in issue as at the Latest Practicable Date. The Repurchase Mandate will continue in force until (i) the conclusion of the next annual general meeting the Company held after the AGM; (ii) the date by which the next annual general meeting of the Company is required to be held under the Articles of Association or the laws of the Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders of the Company in general meeting. The Directors have no immediate plan to repurchase any new Shares pursuant to the Repurchase Mandate.

In addition, subject to the passing of the resolutions to grant the Issue Mandate and the Repurchase Mandate, a separate ordinary resolution will be proposed at the AGM to add to the total number of Shares permitted to be allotted and issued under the Issue Mandate by those Shares repurchased by the Company pursuant to the Repurchase Mandate (if so granted to the Directors at the AGM).

The explanatory statement, as required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate, is set out in the Appendix to this circular which contains all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions.

Conditional upon the passing of ordinary resolutions of Issue Mandate and Repurchase Mandate, there would be a resolution to extend the authority granted to the Directors pursuant to ordinary resolution to issue shares by adding number of issued shares of the Company which may be allotted by the Directors pursuant to such general mandate of an amount representing the number of shares repurchased under ordinary resolution.

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

A notice convening the AGM to be held at 11/F, Zhongqing Building, No. 5888, Fuzhi Road, Jingyue High-tech Industrial Development Zone, Changchun City, Jilin Province, PRC at 10:00 a.m. on Monday, 31 May 2021 is set out on pages 24 to 28 of this circular. At the AGM, ordinary resolutions will be proposed to approve, inter alia, the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, the re-election of retiring Directors who offer themselves for re-election and re-appointment of the independent auditor of the Company.

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 Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.zonbong.com). Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong,

- 7 -

LETTER FROM THE BOARD

Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the AGM if you so wish and in such event, the form or proxy shall be deemed to be revoked.

VOTING BY WAY OF POLL

Pursuant to the Rule 13.39(4) of the Listing Rules and article 72 of the Articles of Association of the Company, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions as set out in the notice convening the AGM will be voted by way of a poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the proposed re-election of the retiring Directors, re-appointment of auditor, granting to the Directors of the Issue Mandate, Repurchase Mandate and the extension of the Issue Mandate are each in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of such resolutions to be proposed at the AGM.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 25 May 2021.

- 8 -

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 Group. 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.

GENERAL

Your attention is drawn to the information set out in the appendices to this circular.

Yours faithfully

For and on behalf of the Board

ZONBONG LANDSCAPE Environmental Limited

Liu Haitao

Chairman and Executive Director

- 9 -

APPENDIX I

DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE AGM

The following are the particulars of the Directors proposed to be re-elected at the AGM in accordance with the Articles of Association:

RE-ELECTION OF DIRECTORS

Executive Directors

1. Mr. Liu Haitao (劉海濤), aged 46, is the Chairman of our Board, Chief Executive Officer and Executive Director. He was appointed as Director on 8 March 2019 and was redesignated as Executive Director on 24 September 2019. He is responsible for formulating and implementing business and operation strategies of our Group, as well as making major business and operational decisions for our Group. Mr. Liu Haitao has more than 20 years of management experience in the construction industry.

Mr. Liu Haitao currently holds directorships in the following members of our Group:

  • Zonbong Huize Landscape Environmental Construction Limited (中邦匯澤園林環境建 設有限公司) ("Zonbong Landscape") as a director since April 2010 and as the chairman of the board since December 2012;
  • Beijing Zhongke Zonbong Ecological Technology Limited (北京中科中邦生態科技有限 公司) ("Zhongke Zonbong") as an executive director since April 2016;
  • Jilin Zonbong Ecological Environmental Limited (吉林中邦生態環境有限公司) ("Jilin Zonbong") as a director and the chairman of the board since September 2018; and
  • ZonBong Garden Environment Co., Limited (中邦園林環境有限公司) ("Zonbong Environment") as a director since April 2019.

Prior to joining our Group, from July 1996 to December 2002, he served as the head of the procurement department at Changchun Chengjian Road and Bridge Limited (長春市城建路橋 有限公司), a company providing construction services for municipal projects and sculpture engineering. From January 2003 to December 2008, he worked as the deputy general manager at Zhongqing Construction Limited Liability Company (中慶建設有限責任公司) ("ZCLLC") and was mainly responsible for procurement management. He was assigned to Zonbong Landscape by ZCLLC as the general manager from December 2008 to April 2010, and has served as its director since April 2010.

- 10 -

APPENDIX I

DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE AGM

Mr. Liu Haitao graduated from Changchun University (長春大學) in July 1996 with a bachelor's degree in computer science. He also received his bachelor's degree in civil engineering by way of correspondence education from the Jilin Architecture and Civil Engineering Institute (吉林建築工程學院) (now known as the Jilin Jianzhu University (吉林 建築大學)) in July 2004 and his EMBA (Executive Master of Business Administration) degree from Jilin University (吉林大學) in December 2015. Mr. Liu Haitao obtained the qualification certificate of senior engineer in road and bridge engineering issued by the Jilin Provincial Personnel Department (吉林省人事廳) on 1 January 2007 and that of chief senior engineer in road and bridge engineering from the Human Resources and Social Security Department of Jilin Province (吉林省人力資源和社會保障廳) on 1 January 2017.

Mr. Liu Haitao has entered into a service agreement with the Company for an initial term of three (3) years commencing from Listing Date unless terminated by not less than three (3) months' notice served by either party on the other in writing. Unless otherwise approved by the Board or Remuneration Committee of the Company, Mr. Liu Haitao has agreed not to receive any director's fee. Mr. Liu Haitao is entitled to an annual Director's emolument from his employment in the Group of approximately RMB520,000, and also include payment pursuant to any discretionary benefits or bonus, granting of share options, or other fringe benefits, which is determined by reference to his duties and responsibilities and market conditions and in accordance to the Remuneration Policy of the Company. In addition, Mr. Liu Haitao is entitled to a discretionary bonus if so recommended by the Remuneration Committee of the Company and approved by the Board having regard to the operating results of the Group and his performance as an Executive Director and participate in the share option scheme adopted by the Company (if any), provided that he shall abstain from voting and not be counted in the quorum in respect of any resolution of the Board approving the amount of annual emolument, management bonus and other benefits payable to him. Such remuneration/emoluments will be reviewed annually by the Board and by the Remuneration Committee.

Mr. Liu Haitao, through ZONBONG International Investment Limited, is interested in 14,054,104 Shares, representing approximately 5.11% of the total issued shares capital of the Company. He also has 5% of the interest in ZONBONG International Investment Limited which is a controlling shareholder of the Company.

2. Mr. Wang Xudong (王旭東), aged 47, was appointed as Executive Director and Chief Operating Officer of our Company on 18 March 2020 and 14 December 2020, respectively. He has been the General Manager of our Group since 1 January 2015. Mr. Wang Xudong has more than 20 years of management experience in the construction industry. Prior to joining our Group, Mr. Wang Xudong worked in the planning department from September 1992 to March 1996 at Changchun Municipal Construction (Group) Co. Ltd (長春市政建設(集團)

- 11 -

APPENDIX I

DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE AGM

限公司), a company providing municipal construction services. From April 1996 to March 2009, he worked as the manager of the planning department and subsequently the manager of the Sixth Engineering Department at Changchun Chengjian Road and Bridge Limited (長春市 城建路橋有限公司), a company providing construction services for municipal projects and sculpture engineering. He then worked at ZCLLC as a project manager from March 2009 to March 2012 and as the deputy general manager (mainly responsible for the management of the production department) from March 2012 to March 2014. In January 2015, he joined Zonbong Landscape and has served as its general manager responsible for its overall management and operation since then.

Mr. Wang Xudong graduated at the Changchun City Direct Institution Amateur University (長 春市直屬機關業餘大學) with a programme in administrative management in July 1997. He obtained a bachelor's degree in civil engineering by way of correspondence education from Heilongjiang Institute of Education (黑龍江省教育學院) in July 2016. Mr. Wang Xudong was granted the qualification of senior engineer in road and bridge engineering by the Jilin Provincial Personnel Department (吉林省人事廳) on 1 January 2008, and the qualification of certified chief senior engineer in road and bridge engineering by the Human Resources and Social Security of Jilin Province (吉林省人力資源和社會保障廳) on 1 January 2017, as well as the qualification of constructor of municipal works by the Construction Department of Jilin Province (吉林省建設廳) (now known as the Department of Housing and Urban-Rural Development of Jilin Province (吉林省住房和城鄉建設廳)) on 17 July 2008.

Mr. Wang Xudong has entered into a service agreement with the Company for an initial term of three (3) years commencing from Listing Date unless terminated by not less than three (3) months' notice served by either party on the other in writing. Unless otherwise approved by the Board or Remuneration Committee of the Company, Mr. Wang Xudong has agreed not to receive any director's fee. Mr. Wang Xudong is entitled to an annual Director's emolument from his employment in the Group of approximately RMB430,000, and also include including payment pursuant to any discretionary benefits or bonus, granting of share options, or other fringe benefits, which is determined by reference to his duties and responsibilities and market conditions and in accordance to the Remuneration Policy of the Company. In addition, Mr. Wang Xudong is entitled to a discretionary bonus if so recommended by the Remuneration Committee of the Company and approved by the Board having regard to the operating results of the Group and his performance as an Executive Director and participate in the share option scheme adopted by the Company (if any), provided that he shall abstain from voting and not be counted in the quorum in respect of any resolution of the Board approving the amount of annual emolument, management bonus and other benefits payable to him. Such remuneration/emoluments will be reviewed annually by the Board and by the Remuneration Committee.

- 12 -

APPENDIX I

DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE AGM

3. Ms. Wang Yan (王彥), aged 40, was appointed as Executive Director of our Company on 18 March 2020. She was appointed as the Chief Financial Officer of our Company and the Deputy General Manager of our Group on 14 December 2020 and 26 September 2014, respectively. Ms. Wang Yan has more than 14 years of financial management experience in the construction industry. She worked at ZCLLC from March 2006 to September 2014, with her last position held as finance manager. Since September 2014, she has become the chief financial officer of Zonbong Landscape. Ms. Wang Yan received a bachelor's degree in finance from Jilin University in July 2019 by way of distance learning. Ms. Wang Yan obtained the qualification of senior accountant from the Finance Department of Jilin Province (吉林省財政廳) on 10 September 2017. In June 2019, Ms. Wang Yan was admitted as a Certified Management Accountant by the Institute of Certified Management Accountants, the United States of America.

Ms. Wang Yan has entered into a service agreement with the Company for an initial term of three (3) years commencing from Listing Date unless terminated by not less than three (3) months' notice served by either party on the other in writing. Unless otherwise approved by the Board or Remuneration Committee of the Company, Ms. Wang Yan has agreed not to receive any director's fee. Ms. Wang Yan is entitled to an annual Director's emolument from her employment in the Group of approximately RMB320,000, and also include payment pursuant to any discretionary benefits or bonus, granting of share options, or other fringe benefits, which is determined by reference to her duties and responsibilities and market conditions and in accordance to the Remuneration Policy of the Company. In addition, Ms. Wang Yan is entitled to a discretionary bonus if so recommended by the Remuneration Committee of the Company and approved by the Board having regard to the operating results of the Group and her performance as an Executive Director and participate in the share option scheme adopted by the Company (if any), provided that she shall abstain from voting and not be counted in the quorum in respect of any resolution of the Board approving the amount of annual emolument, management bonus and other benefits payable to her. Such remuneration/emoluments will be reviewed annually by the Board and by the Remuneration Committee.

Ms. Wang Yan has 1.02% of shareholding in ZONBONG International Investment Limited, a shareholder of the Company.

Non-executive Directors

4. Mr. Sun Juqing (孫舉慶), aged 50, was appointed as Non-executive Director on 24 September 2019. He has more than 20 years of experience in the construction industry. Mr. Sun Juqing has held directorships in Zonbong Landscape since December 2012 and in Jilin Zonbong since September 2018.

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE AGM

Prior to joining our Group, Mr. Sun Juqing served as the deputy general manager of Changchun Chengjian Road and Bridge Limited (長春市城建路橋有限公司), a company providing construction services for municipal projects and sculpture engineering, from June 1992 to December 2005. He successively served in several positions with ZCLLC, including deputy general manager from January 2006 to September 2010 and the chairman of the board from July 2010 to February 2017. He has also been the chairman of the board of Zhongqing Investment Holding Group Limited Liability Company ("ZIHG") from November 2014 to May 2016 and since February 2017.

Mr. Sun Juqing received a bachelor's degree in civil engineering by way of correspondence education in July 2005 from the Jilin Architecture and Civil Engineering Institute (吉林建築 工程學院) (now known as the Jilin Jianzhu University (吉林建築大學)). Mr. Sun Juqing obtained the qualification certificate of senior engineer in road and bridge engineering issued by the Jilin Provincial Personnel Department (吉林省人事廳) on 1 January 2005.

Mr. Sun Juqing has entered into a service agreement with the Company for an initial term of three (3) years commencing from Listing Date unless terminated by not less than three (3) months' notice served by either party on the other in writing. Mr. Sun Juqing has agreed not to receive any director's fee in respect of his position. In addition, Mr. Sun Juqing may be entitled to a discretionary bonus if so recommended by the Remuneration Committee of the Company and approved by the Board having regard to the operating results of the Group and his performance as an Non-Executive Director and participate in the share option scheme adopted by the Company (if any), provided that he shall abstain from voting and not be counted in the quorum in respect of any resolution of the Board approving the amount of annual emolument, management bonus and other benefits payable to him. Such remuneration/emoluments will be reviewed annually by the Board and by the Remuneration Committee.

By virtue of Mr. Sun Juqing's spousal interest in the Shares through ZONQING International Investment Limited, he is taken as having interest in 181,202,166 Shares, representing approximately 65.89% of the total issued shares capital of the Company. He is also interested in approximately 22.41% of the total issued share capital of ZONBONG International Investment Limited, a shareholder of the Company.

5. Ms. Lyu Hongyan (呂鴻雁), aged 44, was appointed as Non-executive Director on 24 September 2019. She has more than 17 years of experience in accounting and financial management. Ms. Lyu Hongyan has held directorships in Zonbong Landscape since December 2014 and Jilin Zonbong since September 2018.

- 14 -

APPENDIX I

DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE AGM

Prior to joining our Group, Ms. Lyu Hongyan worked as an accountant at Jilin Shengxiang Accounting Limited (吉林聖祥會計師事務有限公司), an accounting firm, from October 2003 to October 2007. From October 2007 to January 2015, she served as the chief financial officer at ZCLLC. From December 2013 to December 2018, she was a director of Jilin Province Zhongsheng Municipal Engineering and Design Limited (吉林省中盛市政工程設計 有限公司) (now known as Zonbong Shanshui). Since February 2015, she has worked as the vice president of finance at Changchun Mingju Commerce Limited (長春市銘聚商貿有限責 任公司) (now known as ZIHG).

Ms. Lyu Hongyan graduated from Changchun Taxation College (長春稅務學院) (now known as the Jilin University of Finance and Economics (吉林財經大學)) with a bachelor's degree in accounting through self education examination in June 1999. Ms. Lyu Hongyan was granted the qualification of senior accountant by the Jilin Provincial Personnel Department (吉林省人事廳) on 1 January 2008.

Ms. Lyu Hongyan has entered into a service agreement with the Company for an initial term of three (3) years commencing from Listing Date unless terminated by not less than three (3) months' notice served by either party on the other in writing. Ms. Lyu Hongyan has agreed not to receive any director's fee in respect of her position. In addition, Ms. Lyu Hongyan may be entitled to a discretionary bonus if so recommended by the Remuneration Committee of the Company and approved by the Board having regard to the operating results of the Group and her performance as a Non-Executive Director and participate in the share option scheme adopted by the Company (if any), provided that she shall abstain from voting and not be counted in the quorum in respect of any resolution of the Board approving the amount of annual emolument, management bonus and other benefits payable to her. Such remuneration/emoluments will be reviewed annually by the Board and by the Remuneration Committee.

Ms. Lyu Hongyan has 1.92% of shareholding in ZONBONG International Investment Limited, a shareholder of the Company.

6. Mr. Shao Zhanguang (邵占廣), aged 42, was appointed as Non-executive Director on 24 September 2019. He has 15 years of experience in the construction industry. He has held directorships in Zonbong Landscape from December 2012 to February 2021 and Zonbong Shanshui from December 2013 to February 2021. He was appointed as a supervisor in Zonbong Landscape since February 2021.

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE AGM

From October 2004 to December 2010, Mr. Shao Zhanguang served as a marketing manager at Changchun Chengda Road and Bridge Limited Liability Company (長春市成達路橋有限責 任公司) (now known as ZCLLC). From December 2010 to July 2015, he served as an executive director of Dalian Hengji Road and Bridge Construction Limited (大連恒吉路橋建 設有限公司), a company providing construction services for roads, bridges and other municipal infrastructure. From February 2015 to January 2017, he was the vice president of marketing of ZIHG.

Mr. Shao Zhanguang graduated from Jilin University (吉林大學) with a bachelor's degree in surveying and mapping engineering by way of correspondence education in June 2005. Mr. Shao Zhanguang was granted the qualification of certified constructor in municipal projects by the Ministry of Development of the PRC (now known as the Ministry of Housing and Urban-Rural Development of the PRC) on 12 June 2010, and that of senior engineer in road and bridge engineering by the Human Resources and Social Security of Jilin Province (吉林 省人力資源和社會保障廳) on 1 January 2016.

Mr. Shao Zhanguang has entered into a service agreement with the Company for an initial term of three (3) years commencing from Listing Date unless terminated by not less than three (3) months' notice served by either party on the other in writing. Mr. Shao Zhanguang has agreed not to receive any director's fee in respect of his position. In addition, Mr. Shao Zhanguang may be entitled to a discretionary bonus if so recommended by the Remuneration Committee of the Company and approved by the Board having regard to the operating results of the Group and his performance as a Non-Executive Director and participate in the share option scheme adopted by the Company (if any), provided that he shall abstain from voting and not be counted in the quorum in respect of any resolution of the Board approving the amount of annual emolument, management bonus and other benefits payable to him. Such remuneration/emoluments will be reviewed annually by the Board and by the Remuneration Committee.

Mr. Shao Zhanguang has 5% and 7.04% of shareholding in ZONQING International Investment Limited, a controlling shareholder of the Company, and ZONBONG International Investment Limited, a shareholder of the Company respectively.

Independent non-executive Directors

7. Mr. Yin Jun (尹軍), aged 66, was appointed as Independent Non-executive Director on 14 December 2020.

Prior to joining our Group, Mr. Yin Jun successively served as a lecturer, associate professor and professor in municipal and environmental engineering at Jilin Architecture and Civil Engineering Institute (吉林建築工程學院) (now known as Jilin Jianzhu University (吉林建築

- 16 -

APPENDIX I

DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE AGM

大學)) from December 1982 to April 2008. From April 2008 to September 2014, he worked as the deputy chairman of Jilin Province Science and Technology Association (吉林省科學技 術協會). He has served as an external director since January 2018 at Changchun Water (Group) Co., Ltd (長春水務(集團)有限責任公司), a state-owned company engaged in the operation of city water supply.

Mr. Yin Jun graduated from the Harbin Architecture and Civil Engineering Institute (哈爾濱 建築工程學院) (now known as Harbin Institute of Technology (哈爾濱工業大學)) with a bachelor's degree in water supply and sewage engineering in September 1977, and with a master's degree in municipal works in December 1982. He received a doctoral degree in construction works from Waseda University, Japan, in July 1992, and worked as a post-doctoral researcher at the Harbin University of Civil Engineering and Architecture (哈爾 濱建築大學) (now known as Harbin Institute of Technology (哈爾濱工業大學)) from December 1992 to March 1995.

In August 2005, Mr. Yin Jun received a certificate issued by the State Council of the PRC in recognition of his contributions to the construction and engineering sector. In December 2008, Mr. Yin Jun was accredited as a senior expert in Jilin Province (吉林省高級專家) by the Jilin Provincial Committee of the Communist Party of the PRC (中共吉林省委) and the Jilin Provincial People's Government (吉林省人民政府). Mr. Yin Jun has also been granted the qualification of registered municipal facilities engineer (water supply and drainage) by the Ministry of Housing and Urban Rural Development of the PRC in March 2011.

Mr. Yin Jun has entered into a letter of appointment with the Company for an initial term of three (3) years commencing from Listing Date unless terminated by not less than three (3) months' notice served by either party on the other in writing. Mr. Yin Jun is entitled to a director's fee of HK$180,000 per annum. In addition, Mr. Yin Jun may be entitled to a discretionary bonus if so recommended by the Remuneration Committee of the Company and approved by the Board having regard to the operating results of the Group and his performance as an Independent Non-Executive Director and participate in the share option scheme adopted by the Company (if any), provided that he shall abstain from voting and not be counted in the quorum in respect of any resolution of the Board approving the amount of annual emolument, management bonus and other benefits payable to him. Such remuneration/emoluments will be reviewed annually by the Board and by the Remuneration Committee.

8. Mr. Gao Xiangnong (高向農), aged 52, was appointed as Independent Non-executive Director of our Company on 14 December 2020. Prior to joining our Group, Mr. Gao Xiangnong served as the chief financial officer from September 2003 to December 2005 and then has served as an executive director and the chief executive officer since January 2006 at NutryFarm International Limited (formerly known as MultiVision Intelligent Surveillance Limited), a company listed on the Main Board of the Singapore Exchange Securities Trading

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE AGM

Limited (stock code: AZT). From February 2004 to July 2018, he also served as an independent non-executive director of Shenzhen Mingwah Aohan High Technology Corporation Limited (深圳市明華澳漢科技股份有限公司), a company listed on GEM of the Stock Exchange (stock code: 8301).

Mr. Gao Xiangnong graduated from California State University, Long Beach, with a bachelor's degree in accounting in December 1996, and with a master's degree in business administration in December 1998. Mr. Gao Xiangnong was certified as a Certified Public Accountant in Colorado, the United States, in May 2003.

Mr. Gao Xiangnong has entered into a letter of appointment with the Company for an initial term of three (3) years commencing from Listing Date unless terminated by not less than three (3) months' notice served by either party on the other in writing. Mr. Gao Xiangnong is entitled to a director's fee of HK$180,000 per annum. In addition, Mr. Gao Xiangnong may be entitled to a discretionary bonus if so recommended by the Remuneration Committee of the Company and approved by the Board having regard to the operating results of the Group and his performance as an Independent non-Executive Director and participate in the share option scheme adopted by the Company (if any), provided that he shall abstain from voting and not be counted in the quorum in respect of any resolution of the Board approving the amount of annual emolument, management bonus and other benefits payable to him. Such remuneration/emoluments will be reviewed annually by the Board and by the Remuneration Committee.

9. Mr. Lee Kwok Tung Louis (李國棟), aged 53, was appointed as Independent Non-executive Director on 14 December 2020. Mr. Lee Kwok Tung Louis has accumulated and possessed extensive experience in accounting and financial management with various types of companies, including unlisted groups, listed groups and professional firms in finance, accounting and auditing since 1993.

Mr. Lee Kwok Tung Louis is currently an independent non-executive director of CGN Mining Company Limited (中廣核礦業有限公司) (stock code: 1164), Windmill Group Limited (海鑫 集團有限公司) (stock code: 1850), Redsun Properties Group Limited (弘陽地產集團有限公 司) (stock code: 1996), Fusen Pharmaceutical Company Limited (福森藥業有限公司) (stock code: 1652) and Tus International Limited (啟迪國際有限公司) (stock code: 872), all of which are listed on the Stock Exchange.

Mr. Lee Kwok Tung Louis was awarded a Bachelor of Economics by Macquarie University, Australia in April 1993. Mr. Lee Kwok Tung Louis was admitted as a Certified Practising Accountant by the CPA Australia in June 1996 and a Certified Public Accountant by the Hong Kong Society of Accountants (now known as the Hong Kong Institute of Certified Public

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE AGM

Accountants) (the "HKICPA") in October 1999. Mr. Lee Kwok Tung Louis is currently a Fellow Certified Practising Accountant of the CPA Australia and a Fellow Certified Public Accountant of the HKICPA.

Mr. Lee Kwok Tung Louis has entered into a letter of appointment with the Company for an initial term of three (3) years commencing from Listing Date unless terminated by not less than three (3) months' notice served by either party on the other in writing. Mr. Lee Kwok Tung Louis is entitled to a director's fee of HK$180,000 per annum. In addition, Mr. Lee Kwok Tung Louis may be also entitled to a discretionary bonus if so recommended by the Remuneration Committee of the Company and approved by the Board having regard to the operating results of the Group and his performance as an Independent non-Executive Director and participate in the share option scheme adopted by the Company (if any), provided that he shall abstain from voting and not be counted in the quorum in respect of any resolution of the Board approving the amount of annual emolument, management bonus and other benefits payable to him. Such remuneration/emoluments will be reviewed annually by the Board and by the Remuneration Committee.

INFORMATION THAT NEEDS TO BE DISCLOSED AND MATTERS THAT NEED TO BE

BROUGHT TO THE ATTENTION OF THE SHAREHOLDERS

Save as disclosed above, all of the Directors (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company; (iii) is not interested in the Shares within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, the Board is not aware of any other information which is required to be disclosed pursuant to the requirements under Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders.

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APPENDIX II

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate pursuant to Rule 10.06 of the Listing Rules.

1. SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 275,000,000. Subject to the passing of the relevant resolution to approve the Repurchase Mandate and on the basis that no further Shares are issued or repurchased from the Latest Practicable Date to the date of the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 27,500,000 Shares representing not more than 10% of the total number of Shares in issue as at the date of passing this resolution.

2. REASONS FOR THE REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, the Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company 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.

3. FUNDING AND IMPACT OF REPURCHASE

In repurchasing Shares, the Company may only apply funds which are legally available under the laws of Cayman Islands and/or any other applicable laws, as the case may be, and its Memorandum and Articles of Association of the Company for such purpose.

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 contained in the Company's annual report for the year ended 31 December 2020 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company.

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APPENDIX II

EXPLANATORY STATEMENT

4. SHARE PRICES

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

Share Prices

Month

Highest

Lowest

(HK$)

(HK$)

2021

January

2.34

1.70

February

2.00

1.85

March

2.97

1.87

April (up to the Latest Practicable Date)

2.42

1.94

5. EFFECTS OF THE TAKEOVERS CODE

If on the exercise of the powers 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 Rule 32 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 general offer in accordance with Rules 26 and 32 of the Takeovers Code.

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APPENDIX II

EXPLANATORY STATEMENT

As at the Latest Practicable Date, the following Shareholders had interests representing 5% or more of the issued share capital of the Company:

Approximate percentage of

total issued Shares

If the

Number of the

Repurchase

Capacity/

Shares

As at the Latest

Mandate is

Name

Nature of interest

held/interest

Practicable Date

exercised in full

(Note 1)

ZONQING International Investment

Beneficial owner

181,202,166

65.89

73.21

Limited (中慶國際投資有限公司)

(Note 2)

Ms. Zhao Hongyu (Note 2)

Interest in a controlled

181,202,166

65.89

73.21

corporation

Mr. Sun Juqing (Note 3)

Interest of spouse

181,202,166

65.89

73.21

ZONBONG International Investment

Beneficial owner

14,054,104

5.11

5.68

Limited (中邦國際投資有限公司)

(Note 3)

Mr. Liu Haitao (Note 4)

Interest in a controlled

14,054,104

5.11

5.68

corporation

Ms. Wang Tiannv (Note 5)

Interest of spouse

14,054,104

5.11

5.68

Notes:

  1. All interests stated are long positions.
  2. Ms. Zhao Hongyu is the beneficial owner of 35% shareholding in Zonqing International and is therefore deemed to be interested in the Shares held by Zonqing International for the purposes of the SFO.
  3. Mr. Sun Juqing is the spouse of Ms. Zhao Hongyu. Accordingly, Mr. Sun Juqing is deemed to be interested in the Shares in which Ms. Zhao Hongyu is interested for the purpose of the SFO.
  4. Given that Mr. Liu Haitao is the beneficial owner of 60.11% shareholding in Zonbong International, Mr. Liu Haitao is deemed to be interested in the Shares held by Zonbong International for the purposes of the SFO.
  5. Ms. Wang Tiannv is the spouse of Mr. Liu Haitao. Accordingly, Ms. Wang Tiannv is deemed to be interested in the Shares in which Mr. Liu Haitao is interested for the purposes of the SFO.

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APPENDIX II

EXPLANATORY STATEMENT

On the basis of the aforesaid increase of shareholding shown in the table above, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. In addition, on the basis that no Shares are allotted and issued or repurchased from the Latest Practicable Date to the date of the AGM, no person is obliged to make a mandatory offer under Rule 26 of the Takeovers Code or result in the amount of Shares held by the public being reduced to less than 25%. The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. As the exercise of the Repurchase Mandate in full would possibly result in insufficient public float of the Company, the Directors will use their best endeavours to ensure that the Repurchase Mandate will not be exercised to the extent that the number of Shares held by the public would be reduced to less than the minimum prescribed percentage of 25% of the issued share capital of the Company as required by the Stock Exchange.

6. SHARES REPURCHASES MADE BY THE COMPANY

No repurchases of Shares had been made by the Company (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date, including the period commencing on the Company's date of listing and up to the Latest Practicable Date.

7. DIRECTOR'S 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, the Memorandum and Articles of Association of the Company, the laws of Hong Kong and the applicable laws of the Cayman Islands.

8. DISCLOSURE OF INTERESTS OF DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

As at the Latest Practicable Date, none of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such is approved by the Shareholders.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

ZONBONG LANDSCAPE Environmental Limited

中邦園林環境股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1855)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of ZONBONG LANDSCAPE Environmental Limited (the "Company") will be held at 11/F, Zhongqing Building, No. 5888, Fuzhi Road, Jingyue High-tech Industrial Development Zone, Changchun City, Jilin Province, PRC on Monday, 31 May 2021 at 10:00 a.m., for the following purposes:

  1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries, and the reports of the directors of the Company (the "Directors") and auditor of the Company for the year ended 31 December 2020.
  2. To re-appoint KPMG as the auditor of the Company and to authorise the board of Directors (the "Board") to fix the auditor's remuneration until the conclusions of the next annual general meeting of the Company.
  3. To re-elect the following retiring Directors:
    1. Mr. Liu Haitao as executive Director;
    2. Mr. Wang Xudong as executive Director;
    3. Ms. Wang Yan as executive Director;
    4. Mr. Sun Juqing as non-executive Director;
    5. Ms. Lyu Hongyan as non-executive Director;
    6. Mr. Shao Zhanguang as non-executive Director;
    7. Mr. Gao Xiangnong as independent non-executive Director;

- 24 -

NOTICE OF ANNUAL GENERAL MEETING

    1. Mr. Yin Jun as independent non-executive Director; and
    2. Mr. Lee Kwok Tung Louis as independent non-executive Director.
  1. To authorise the Board to fix the remunerations of the Directors.
  2. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:
    "THAT:
    1. a general mandate be and is hereby unconditionally given to the Directors during the Relevant Period (as hereinafter defined) to issue, allot and deal with such number of additional shares of the Company not exceeding 20% of the total number of shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution), such mandate to include the granting of offers, options, warrants or rights to subscribe for, or to convert any securities (including bonds and convertible debentures) into, shares of the Company which might be exercisable or convertible during or after the Relevant Period; and
    2. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
      1. the conclusion of the next annual general meeting of the Company; or
      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 applicable laws to be held; or
      3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

- 25 -

NOTICE OF ANNUAL GENERAL MEETING

6. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

"THAT:

  1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
  2. the maximum number of shares of the Company to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution), and the said approval shall be limited accordingly; and
  3. for the purposes of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company; or
    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 applicable laws to be held; or
    3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

7. To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the Resolutions No. 5 and 6 set out in this notice, the general mandate granted to the Directors to issue, allot and deal with such number of additional shares of the Company pursuant to Resolution No. 5 set out in this notice be and is hereby extended by the addition thereto of such number of shares of the Company repurchased or agreed to be repurchased by the Company under the authority granted pursuant to Resolution No. 6 set out in this notice, provided that such number of shares of the Company shall not exceed 10% of the total number of shares of the Company in issue at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the date of the passing of this resolution)."

By Order of the Board

ZONBONG LANDSCAPE Environmental Limited

Liu Haitao

Chairman and Executive Director

Hong Kong, 28 April 2021

Notes:

  1. Any member of the Company entitled to attend and vote at the AGM shall be entitled to appoint person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
  2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised on its behalf.
  3. Where there are joint registered holders of any shares, any one of such persons may vote at the above AGM (or any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the above 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 share shall alone be entitled to vote in respect thereof.
  4. In order to be valid, the instrument appointing a proxy and, if requested by the Board, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's branch registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

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NOTICE OF ANNUAL GENERAL MEETING

  1. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in a case where the meeting was originally held within 12 months from such date.
  2. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
  3. An explanatory statement as required by the Listing Rules in connection with the repurchase mandate under Resolution No. 5 above is enclosed in the circular of the Company dated 28 April 2021.
  4. Details of the retiring Directors proposed to be re-elected as Directors at the AGM are set out in Appendix I to the circular of the Company dated 28 April 2021.
  5. In order to establish entitlements to attend and vote at the AGM, the transfer books and register of members of the Company will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021, both days inclusive. During such period, no share transfers will be effected. All transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 25 May 2021.
  6. A proxy form of the AGM is enclosed in the circular of the Company dated 28 April 2021.
  7. In light of the continuing risks posed by the COVID-19 pandemic, the Company strongly advises Shareholders to appoint the chairman of the AGM as their proxy to vote on the relevant resolution(s) as an alternative to attending the AGM in person.
  8. Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the AGM.

As at the date of this notice, the Executive Directors are Mr. Liu Haitao, Mr. Wang Xudong and Ms. Wang Yan; Non-executive Directors are Mr. Sun Juqing, Ms. Lyu Hongyan and Mr. Shao Zhanguang, and the Independent Non-executive Directors are Mr. Gao Xiangnong, Mr. Yin Jun and Mr. Lee Kwok Tung Louis.

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Zonbong Landscape Environmental Ltd. published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2021 09:22:08 UTC.