China Oceanwide : RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND BUY-BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker 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 China Oceanwide Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in Bermuda with limited liability)

(Stock Code: 715)

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES

AND BUY-BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of the annual general meeting or any adjournment thereof of China Oceanwide Holdings Limited to be held at Level 35, Two Pacific Place, No. 88 Queensway, Admiralty, Hong Kong on Thursday, 20 May 2021 at 11:00 a.m. is set out on pages 12 to 15 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case maybe). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.

27 April 2021

PRECAUTIONARY MEASURES FOR THE MEETING

Taking into account the recent development of the COVID-19 epidemic, the Company will implement the following precautionary measures at the meeting to protect the attendees from the risk of infection:

• compulsory body temperature check
• wearing of surgical mask (please bring your own)
• no refreshment will be served

Any person who does not comply with the above precautionary measures or is subject to any Hong Kong Government prescribed quarantine may not be admitted to the venue. The Company reminds shareholders that they may appoint the chairman of the meeting as a proxy to vote on the relevant resolutions, instead of attending the meeting in person.

Due to the constantly evolving COVID-19 epidemic situation in Hong Kong, the Company may be required to change the meeting arrangements at short notice. Shareholders should check any future announcements which the Company may publish.

		CONTENTS
			Page
Definitions .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Buy-back Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Issue Mandate and Extension of Issue Mandate . . . . . . . . . . . . . . . . . . . . .	5
AGM . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Information on Retiring Directors . . . . . . . . . . . . . . . . . . . . .	7
Appendix II	-	Explanatory Statement on Buy-back Mandate . . . . . . . . . . . .	9
AGM Notice	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

- i -

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held
	at Level 35, Two Pacific Place, No. 88 Queensway,
	Admiralty, Hong Kong on Thursday, 20 May 2021 at
	11:00 a.m.
"Board"	the board of Directors
"Buy-back Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to exercise the powers of the
	Company to buy-back Shares not exceeding 10% of
	the total number of the issued Shares as at the date of
	passing of the relevant resolution
"Bye-laws"	the memorandum of association and bye-laws of the
	Company
"close associate(s)"	has the meaning ascribed to it under the Listing Rules
"Company"	China Oceanwide Holdings Limited (Stock Code: 715), a
	company incorporated in Bermuda with limited liability,
	the Shares of which are listed on the Main Board of the
	Stock Exchange
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules
"core 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 PRC
"Issue Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors to allot, issue and deal with the
	new Shares not exceeding 20% of the total number of the
	issued Shares as at the date of passing of the relevant
	resolution

- 1 -

	DEFINITIONS
"Latest Practicable Date"	19 April 2021, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Oceanwide Finance"	Oceanwide Holdings International Finance Ltd, a company
	incorporated in the British Virgin Islands with limited
	liability, an indirect wholly-owned subsidiary of Oceanwide
	Holdings and one of the immediate Shareholders
"Oceanwide Holdings"	Oceanwide Holdings Co., Ltd.* (Stock Code: 000046), a
	joint stock company established in the PRC with limited
	liability whose shares are listed on the Shenzhen Stock
	Exchange and the indirect controlling Shareholder
"Oceanwide Holdings	Oceanwide Holdings International Co., Ltd, a company
International"	incorporated in the British Virgin Islands with limited
	liability, an indirect wholly-owned subsidiary of Oceanwide
	Holdings
"PRC"	the People's Republic of China, which for the purpose of
	this circular, shall exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"Retiring Directors"	the Directors to be retired at the AGM and, being
	eligible, will offer themselves for re-election at the AGM in
	accordance with the Bye-laws
"SFO"	the Securities and Futures Ordinance (Cap. 571 of the
	Laws of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of the Shares

- 2 -

	DEFINITIONS
"Share Option Scheme"	the share option scheme of the Company adopted on 19
	May 2015
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"	has the meaning ascribed to it under Rule 1.01 of the
	Listing Rules
"Takeovers Codes"	the Code on Takeovers and Mergers

• for identification purposes only

- 3 -

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 715)

Executive Directors:	Registered Office:
Mr. HAN Xiaosheng (Chairman)	Clarendon House
Mr. LIU Hongwei (Deputy Chairman)	2 Church Street
Mr. LIU Bing	Hamilton HM11
Mr. ZHANG Xifang	Bermuda
Mr. LIU Guosheng
	Head Office and Principal Place
Non-executive Director:	of Business:
Mr. ZHAO Yingwei	64/F., Bank of China Tower
	1 Garden Road
Independent Non-executive Directors:	Hong Kong
Mr. LIU Jipeng
Mr. YAN Fashan
Mr. LO Wa Kei Roy
	27 April 2021
To the Shareholders
Dear Sir or Madam,

RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES AND

BUY-BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information on the resolutions to be proposed at the AGM relating to (1) the re-election of the Retiring Directors;

1. the Buy-back Mandate; and (3) the Issue Mandate and the extension of the Issue Mandate.

- 4 -

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-law 112 of the Bye-laws, Messrs. LIU Guosheng, LIU Jipeng and YAN Fashan shall retire by rotation at the AGM and, being eligible, will offer themselves for re-election at the AGM.

The information on the Retiring Directors is set out in Appendix I to this circular.

BUY-BACK MANDATE

At the annual general meeting of the Company held on 18 June 2020, a general mandate was granted to the Directors to exercise the powers of the Company to buy- back Shares not exceeding 10% of the total number of the issued Shares as at the date of passing of the relevant resolution. Such general mandate will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant the Buy-back Mandate to the Directors. An explanatory statement as required under the Listing Rules to provide the requisite information on the Buy-back Mandate is set out in Appendix II to this circular.

ISSUE MANDATE AND EXTENSION OF ISSUE MANDATE

At the annual general meeting of the Company held on 18 June 2020, a general mandate was granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares not exceeding 20% of the total number of the issued Shares as at the date of passing of the relevant resolution and such general mandate was extended by adding to it the total number of any Shares which may be bought- back by the Company under the authority to buy-back Shares granted on that date. Such general mandate will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed to grant the Issue Mandate to the Directors in order to allow the Directors flexibility to issue new Shares. As at the Latest Practicable Date, a total of 16,142,653,060 Shares were in issue. Subject to the passing of an ordinary resolution approving the Issue Mandate and assuming that there are no further changes in the issued share capital of the Company from the Latest Practicable Date up to the date of the AGM, the Directors would be allowed under the Issue Mandate to issue a maximum of 3,228,530,612 Shares, representing 20% of the total number of Shares in issue as at the date of passing the relevant resolution at the AGM. In addition, an ordinary resolution will also be proposed to extend the Issue Mandate by adding to it the number of Shares which may be bought- back by the Company under the Buy-back Mandate, if granted.

- 5 -

LETTER FROM THE BOARD

AGM

The notice convening the AGM is set out on pages 12 to 15 of this circular. The form of proxy for use at the AGM is enclosed. Whether or not you intend 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 Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case maybe). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, 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. Accordingly, each of the resolutions set out in the notice of the AGM will be put to vote by way of poll.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that (1) the re-election of the Retiring Directors; (2) the Buy-back Mandate; and (3) the Issue Mandate and the extension of the Issue Mandate are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully,

By Order of the Board

HAN Xiaosheng

Chairman

- 6 -

APPENDIX I INFORMATION ON RETIRING DIRECTORS

The following is the information on the Retiring Directors proposed to be reelected at the AGM required to be disclosed under the Listing Rules.

Mr. LIU Guosheng, aged 52, has been an executive Director since November

2014. Mr. LIU is also a director of several subsidiaries of the Company. He is a senior accountant in the PRC. Mr. LIU is currently a chief financial officer of Oceanwide Holdings. Mr. LIU obtained a Bachelor's degree in economics from Hangzhou Dianzi University in July 1991 and a Master's degree in economics from Wuhan University in December 2008.

Mr. LIU had entered into a service contract with the Company for a term of three years, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. His remuneration has not been fixed but if fixed will be determined by the remuneration committee (the "Remuneration Committee") under the board with reference to his duties and contribution, the Group's performance and prevailing market condition.

Mr. LIU Jipeng, aged 65, has been an independent non-executive Director since November 2014. He is also a chairman of the audit committee (the "Audit Committee") under the Board and a member of the nomination committee (the

• Nomination Committee") under the Board. Mr. LIU is a senior economist and certified public accountant in the PRC. He is currently an independent non-executive director of China Minsheng Banking Corp., Ltd., whose shares are dually listed on the Stock Exchange (Stock Code: 1988) and the Shanghai Stock Exchange (Stock Code: 600016); and China Tonghai International Financial Limited ("China Tonghai International Financial"), whose shares are listed on the Stock Exchange (Stock Code: 952); an independent director of Chongqing Changan Automobile Co., Ltd., whose shares are listed on the Shenzhen Stock Exchange (Stock Code: 000625), Valiant Co., Ltd., whose shares are listed on the Shenzhen Stock Exchange (Stock Code: 002643), and CECEP Guozhen Environmental Protection Technology Co., Ltd., whose shares are listed on the Shenzhen Stock Exchange (Stock Code: 300388). He previously served as an independent director of Zhongjin Gold Corp., Ltd., whose shares are listed on the Shanghai Stock Exchange (Stock Code: 600489) (from 2014 to 2021) and of China-Singapore Suzhou Industrial Park Development Group Co., Ltd., whose shares are listed on the Shanghai Stock Exchange (Stock Code: 601512) (from 2014 to 2020) and an independent non-executive director of Wanda Hotel Development Company Limited, whose shares are listed on the Stock Exchange (Stock Code: 169) (from 2013 to 2019). Mr. LIU obtained a Bachelor's degree in economics from Capital University of Economics and Business in July 1983 and a Master's degree in economics from Graduate School of Chinese Academy of Social Sciences in July 1986.

As at the Latest Practicable Date, Mr. LIU was interested in 9,212,000 Shares within the meaning of Part XV of the SFO.

- 7 -

APPENDIX I INFORMATION ON RETIRING DIRECTORS

Mr. YAN Fashan, aged 69, has been an independent non-executive Director since November 2014. Mr. YAN is also a chairman of the Remuneration Committee and a member of the Nomination Committee. He is currently a professor in the school of economics at Fudan University and an independent director of Pengqi Technology Development Co., Ltd.*, whose shares are listed on the Shanghai Stock Exchange (Stock Code: 600614). He obtained a Master's degree in economics from Fudan University in 1981 and a Doctor of Philosophy degree in economics from Fudan University in June 1998.

There is a service contract between the Company and Mr. LIU and Mr. YAN respectively for a term of three years, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. Each of Mr. LIU and Mr. YAN is entitled to an annual director's fee of HK$250,000, which is determined by the Remuneration Committee with reference to their duties and contribution, the Group's performance and prevailing market contribution.

The nomination committee under the Board has reviewed the annual confirmations of independence provided by Mr. LIU Jipeng and Mr. YAN Fashan pursuant to the Rule 3.13 of the Listing Rules, and confirmed that they remained independent. The Nomination Committee has made reference to the board diversity policy of the Company and reviewed their respective skills, knowledge and experience. It considered that each of them has extensive experience and would continue to bring in valuable independent views and opinions to the Board. Therefore, the Nomination Committee has recommended them to the Board to stand for re-election at the AGM pursuant to the requirements of the Bye-laws.

The Nomination Committee and the Board believe that the re-election of Messrs. LIU Guosheng, LIU Jipeng and YAN Fashan at the AGM are in the interests of the Company and the Shareholders as a whole, and therefore recommend the Shareholders to re-elect them as Directors.

Save as disclosed above, as at the Latest Practicable Date, each of the Retiring Directors did not (i) hold any other directorship in other public companies whose securities are listed on any securities market in Hong Kong or overseas for the last three years; (ii) hold any other positions in the Company or its subsidiaries; (iii) have any other relationship with any other Directors, senior management, substantial Shareholders or controlling Shareholders; and (iv) have any interests or short position in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other information relating to the Retiring Directors required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

- 8 -

APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to the Shareholders for their consideration of the Buy-back Mandate proposed to be approved at the AGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, a total of 16,142,653,060 Shares were in issue. Subject to the passing of the ordinary resolution approving the Buy-back Mandate at the AGM and assuming that there are no changes in the number of issued Shares from the Latest Practicable Date up to the date of the AGM, the Company would be allowed under the Buy-back Mandate to buy-back a maximum of 1,614,265,306 Shares, representing 10% of the total number of Shares in issue as at the date of passing of the relevant resolution at the AGM.

2. REASONS FOR BUY-BACK

The Directors believe that the Buy-back Mandate is in the best interests of the Company and the Shareholders. Such buy-back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/ or earnings per Share of the Company and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.

3. FUNDING OF BUY-BACK

The Company is empowered by the Bye-laws to buy-back its Shares. Buy-backs must be funded entirely from the funds legally available for such purpose. The laws of Bermuda provide that the buy-back of Shares may only be paid out of the capital paid up on the bought-back Shares, out of the funds of the Company which would otherwise be available for payment of dividend or distribution, or out of the proceeds of a new issue of Shares made for such purpose. Any premium payable on the buy- back over the par value of the Shares to be bought-back must be paid out of either the funds of the Company which would otherwise be available for payment of dividend or distribution, or out of the share premium account of the Company. Such buy-back may not be made if, on the date on which the buy-back is to be effected, there are reasonable grounds for believing that the Company is, or after the purchase would be, unable to pay its liabilities as they become due.

There might be an adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the audited financial statements contained in the Company's 2020 annual report, in the event that the Buy- back Mandate is to be exercised in full. However, the Directors do not propose to exercise the Buy-back 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 which in the opinion of the Directors are from time to time appropriate for the Company.

- 9 -

APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

4. SHARE PRICES

The highest and lowest prices per Share at which the Shares traded on the Stock Exchange from the previous twelve months up to the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2020
April	0.315	0.198
May	0.270	0.234
June	0.250	0.194
July	0.222	0.170
August	0.246	0.159
September	0.180	0.153
October	0.160	0.140
November	0.175	0.140
December	0.170	0.114
2021
January	0.180	0.122
February	0.200	0.130
March	0.188	0.151
April (up to the Latest Practicable Date)	0.202	0.145

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy-back Shares pursuant to the Buy-back Mandate in accordance with the Listing Rules, all applicable laws of Bermuda, any provisions of the Bye-laws, and the Takeovers Codes and use their best endeavours to procure that the Company shall so comply.

6. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors and, to the best of their knowledge having made all reasonable enquiries, any of their close associates, has any present intention to sell any Shares to the Company or its subsidiaries under the Buy-back Mandate if the Buy- back Mandate is approved by the Shareholders.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, nor has he/she/ it undertaken to the Company not to sell any of the Shares held by him/her/it to the Company, in the event that the Buy-back Mandate is approved by the Shareholders.

- 10 -

APPENDIX II EXPLANATORY STATEMENT ON BUY-BACK MANDATE

7. IMPLICATIONS UNDER THE TAKEOVERS CODES

If, on the exercise of the power to buy-back Shares pursuant to the Buy-back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Codes. As a result, a Shareholder, or a group of the Shareholders acting in concert, could obtain or consolidate his/her/their control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Codes.

As at the Latest Practicable Date, Oceanwide Holdings International beneficially owned 11,346,221,178 Shares, representing approximately 70.28% of the issued share capital of the Company. Oceanwide Finance beneficially owned 751,500,000 Shares representing approximately 4.66% of the issued share capital of the Company. Mr. LU Zhiqiang ("Mr. LU") and Ms. HUANG Qiongzi ("Ms. HUANG"), the spouse of Mr. LU, were deemed to be interested in an aggregate of 12,097,721,178 Shares held by Oceanwide Holdings International and Oceanwide Finance, which are indirect wholly owned by Oceanwide Holdings, the ultimate controlling shareholder of which is Mr. LU.

In the event that the Buy-back Mandate is to be exercised in full and on the basis that the present shareholdings remain unchanged, the aggregate interests of Mr. LU and Ms. HUANG in the Shares would be increased from approximately 74.94% to approximately 83.26%. In the opinion of the Directors, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Codes but would not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Codes. The number of Shares in public hands would accordingly be reduced to less than 25%. The Directors have no present intention to exercise the power to buy-back Shares to the extent that the number of Shares in public hands would accordingly be reduced to below 25%. Therefore, the Directors are currently not aware of any consequences which will arise under the Takeovers Codes as a result of any buy-back made under the Buy-back Mandate.

8. SHARE BUY-BACKS MADE BY THE COMPANY

The Company has not bought-back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 11 -

AGM NOTICE

(Incorporated in Bermuda with limited liability)

(Stock Code: 715)

NOTICE IS HEREBY GIVEN that an annual general meeting of China Oceanwide Holdings Limited (the "Company") will be held at Level 35, Two Pacific Place, No. 88 Queensway, Admiralty, Hong Kong on Thursday, 20 May 2021 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements together with the report of the directors and independent auditor's report for the year ended 31 December 2020.
2. (a) To re-elect Mr. LIU Guosheng as executive director (the "Director(s)");
3. 1. To re-elect Mr. LIU Jipeng as the independent non-executive Director;
   2. To re-elect Mr. YAN Fashan as the independent non-executive Director; and
   3. To authorise the board of Directors to fix the Directors' remuneration.
4. To re-appoint Yongtuo Fuson CPA Limited as auditor and to authorise the board of Directors to fix their remuneration.

As a special business, to consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions:

4. "THAT:

1. subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue or otherwise deal with new shares of the Company ("Shares"), or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements, options and warrants which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

- 12 -

AGM NOTICE

1. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and warrants which would or might require the exercise of such power after the end of the Relevant Period;
2. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph
3. 1. of this resolution, other than Shares issued as a result of a Rights Issue (as defined below) or pursuant to the exercise of the subscription or conversion rights attaching to any warrants issued by the Company or the exercise of options granted under the share option scheme of the Company or any scrip dividend scheme providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares, shall not exceed 20% of the total number of Shares in issue on the date of passing this resolution, and the said approval shall be limited accordingly; and
4. for the purposes of this resolution, "Relevant Period" means the period from the date of passing this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;

1. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law of Bermuda to be held; and
2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

"Rights Issue" means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares of the Company registered on the registers of members of the Company on a fixed record date in proportion to their then holdings of such 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, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

- 13 -

AGM NOTICE

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 purchase or buy-back Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time be and is hereby generally and unconditionally approved;
   2. the total number of Shares which may be purchased or bought- back by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of Shares in issue on the date of passing 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 date of passing this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law of Bermuda to be held; and
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
3. "THAT subject to the passing of ordinary resolution nos. 4 and 5 set out in the notice convening this meeting, the total number of Shares which may be purchased or bought-back by the Company pursuant to the authority granted to the Directors pursuant to ordinary resolution no. 5 set out in the notice convening this meeting shall be added to the total number of Shares that may be allotted or issued or agreed conditionally or unconditionally to be allotted or issued by the Directors pursuant to ordinary resolution no. 4 set out in the notice convening this meeting, provided that such Shares shall not exceed 10% of the total number of Shares in issue on the date of passing this resolution."

By Order of the Board

HAN Xiaosheng

Chairman

Hong Kong, 27 April 2021

- 14 -

AGM NOTICE

Notes:

1. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Friday, 14 May 2021 to Thursday, 20 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 meeting or any adjournment thereof, all transfer forms accompanied by the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration no later than 4:30 p.m. on Thursday, 13 May 2021.
2. A shareholder entitled to attend and vote at the meeting or any adjournment thereof is entitled to appoint one or more proxies to attend and, on a poll, vote at the meeting in his stead. A proxy need not be a shareholder of the Company. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof), must be deposited at the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 11:00 a.m. on Monday, 17 May 2021.
3. Where there are joint registered holders of any Share, any one of such holders may vote, either in person or by proxy, in respect of such Share at the meeting or any adjournment thereof as if he/ she were solely entitled thereto, but if more than one of such holders were present at the meeting or any adjournment thereof, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of such Share.
4. Taking into account the recent development of the COVID-19 epidemic, the Company will implement the following precautionary measures at the meeting to protect the attendees from the risk of infection:
5. 1. compulsory body temperature check will be conducted for all shareholders, proxies and other attendees at the entrance of the venue. Any person with a body temperature of over 37.5 degrees Celsius will not be admitted to the venue;
   2. all shareholders, proxies and other attendees are required to wear surgical mask (please bring your own) before they are permitted to attend, and during their attendance of the meeting; and
   3. no refreshment will be served.

Any person who does not comply with the above precautionary measures or is subject to any Hong Kong Government prescribed quarantine may not be admitted to the venue. The Company reminds shareholders that they may appoint the chairman of the meeting as a proxy to vote on the relevant resolutions, instead of attending the AGM in person.

5. The Chinese translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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