Xiezhong International : PROPOSALS FOR (1) RE-ELECTION OF RETIRING DIRECTORS, (2) GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, AND (3) 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 all your shares in Xiezhong International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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.

Xiezhong International Holdings Limited

協 眾 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3663)

PROPOSALS FOR

1. 1. RE-ELECTIONOF RETIRING DIRECTORS,
2. GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES,

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of Xiezhong International Holdings Limited (the ''Company'') to be held at 389 Kening Road Science Park, Jiangning District, Nanjing, Jiangsu Province, PRC on Tuesday, 25 May 2021 at 4 : 00 p.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the said meeting is enclosed herewith and also published on the website of the Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Company (www.xiezhonginternational.hk). Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting. Completion of the proxy form and its return will not preclude you from attending and voting at the annual general meeting or any adjournment thereof if you so wish.

Hong Kong, 22 April 2021

			CONTENTS
				Page
Definitions .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Granting of Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Granting of Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	General	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	-	Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . .	8
Appendix II	-	Particulars of Directors for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of AGM .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

- i -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at 389
	Kening Road Science Park, Jiangning District, Nanjing, Jiangsu
	Province, PRC on Tuesday, 25 May 2021 at 4 : 00 p.m.
''AGM Notice''	the notice convening the AGM
''Articles of	the articles of association of the Company as amended, modified
Association''	or otherwise supplemented from time to time
''Board''	the board of Directors
''Cayman Companies	the Companies Act (as revised) of the Cayman Islands as
Act''	amended, modified or otherwise supplemented from time to time
''China'' or ''PRC''	the People's Republic of China (for the purpose of this circular,
	excludes Hong Kong, the Macau Special Administration Region
	and Taiwan)
''Companies	the Companies Ordinance (Cap. 622 of the Laws of Hong Kong)
Ordinance''
''Company''	Xiezhong International Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability
	whose Shares are listed on the Main Board of the Stock
	Exchange (Stock Code: 3663)
''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
''HKD''	Hong Kong dollar(s), the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Issue Mandate''	a general and unconditional mandate to the Directors to exercise
	the power of the Company to allot, issue or otherwise deal with
	Shares up to a maximum of 20% of the aggregate number of the
	issued share capital of the Company as at the date of passing the
	relevant resolution granting the Issue Mandate
''Latest Practicable	16 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information
	contained herein

- 1 -

	DEFINITIONS
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended, modified or otherwise supplemented from
	time to time
''Repurchase Mandate''	a general and unconditional mandate to the Directors at the
	AGM to exercise the powers of the Company to repurchase
	Shares during the period as set out in the Repurchase Resolution
	up to a maximum of 10% of the aggregate number of issued
	share capital of the Company at the date of the Repurchase
	Resolution
''Repurchase	the ordinary resolution to be passed as referred to in resolution
Resolution''	no. 4 of the notice of the AGM
''RMB''	Renminbi, the lawful currency of the PRC
''Securities and Futures	the Securities and Futures Ordinance (Cap. 571 of the Laws of
Ordinance''	Hong Kong)
''Share(s)''	ordinary share(s) of HKD0.01 each in the share capital of the
	Company
''Shareholder(s)''	holder(s) of the Share(s)
''Share Repurchase	the relevant rules set out in the Listing Rules to regulate the
Rules''	repurchase by companies with primary listings on the Stock
	Exchange of their own securities on the Stock Exchange
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Sunrise International''	Sunrise International Investment Management Inc., a company
	incorporated in the BVI on 14 August 2009, which is an
	investment holding company wholly owned by Mr. Chen Hao,
	who in turn directly and indirectly owns 30.81% equity interest
	in the Company
''Takeovers Code''	the Codes on Takeovers and Mergers and Share Buy-backs
	approved by the Securities and Futures Commission of Hong
	Kong, as amended from time to time
''%''	per cent

- 2 -

LETTER FROM THE BOARD

Xiezhong International Holdings Limited

協 眾 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3663)
Executive Directors:	Registered Office:
Mr. CHEN Cunyou (Chairman)	c/o Maples Corporate Services Limited
Mr. GE Hongbing	PO Box 309, Ugland House
Ms. CHEN Xiaoting	Grand Cayman, KY1-1104
Mr. SHEN Jun	Cayman Islands
Non-Executive Director:	Principal Place of Business in Hong Kong:
Mr. GUO Zhenjun	Room 08, 14th Floor
	King's Commercial Building
Independent Non-Executive Directors:	2-4 Chatham Court
Mr. KAM, Eddie Shing Cheuk	Tsim Sha Tsui
Mr. CHEUNG Man Sang	Kowloon, Hong Kong
Mr. ZHANG Shulin

Headquarters in the PRC:

389 Kening Road Science Park

Jiangning District, Nanjing

Jiangsu Province, PRC

Hong Kong, 22 April 2021

To the Shareholders,

Dear Sir or Madam,

PROPOSALS FOR

1. 1. RE-ELECTIONOF RETIRING DIRECTORS,
2. GRANTING OF GENERAL MANDATES TO ISSUE SHARES

AND TO REPURCHASE SHARES,

AND

1. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of (i) the re-

election of retiring Directors; (ii) the grant of Issue Mandate and the Repurchase Mandate; (iii) the AGM Notice.

- 3 -

LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the executive Directors are Mr. Chen Cunyou, Mr. Ge Hongbing, Ms. Chen Xiaoting and Mr. Shen Jun; the non-executive Director is Mr. Guo Zhenjun; and the independent non-executive Directors are Mr. Kam, Eddie Shing Cheuk, Mr. Cheung Man Sang and Mr. Zhang Shulin.

Pursuant to the Article 16.18 of the Articles of Association, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third) shall retire from office by rotation at every annual general meeting provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election thereat. Further, pursuant to Article 16.2 of the Articles of Association, Directors appointed by the Board as an addition to the Board shall hold office until the next annual general meeting and shall be eligible for re-election thereat.

Pursuant to code provision A.4.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules, if an independent non-executive Director serves more than nine years, any further appointment of such independent non-executive Director should be subject to a separate resolution to be approved by the Shareholders.

Accordingly, the following Directors shall retire from office by rotation at the conclusion of the AGM, and being eligible, offer themselves for re-election thereat:

	Name	Position	Date of Appointment
(a)	Mr. Chen Cunyou	Executive Director	30	September 2011
(b)	Mr. Guo Zhenjun	Non-executive Director	30	June 2020
(c)	Mr. Kam, Eddie	Independent non-executive Director	16	December 2020
	Shing Cheuk
(d)	Mr. Zhang Shulin	Independent non-executive Director	16	May 2012
(e)	Mr. Cheung Man	Independent non-executive Director	16	May 2012
	Sang

With the assistance and recommendation from the nomination committee of the Company, the Board has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to gender, age, cultural and ethnic background, professional qualification, skills, knowledge and length of service and decided to propose the re-election of Mr. Kam, Eddie Shing Cheuk, Mr. Zhang Shulin and Mr. Cheung Man Sang as independent non-executive Directors at the AGM. Having made all necessary and reasonable enquiries, the Board is satisfied that each of Mr. Kam, Eddie Shing Cheuk, Mr. Zhang Shulin and Mr. Cheung Man Sang has no financial, business or family relationships with any other Directors, senior management or substantial or

- 4 -

LETTER FROM THE BOARD

controlling Shareholders of the Company. In addition, the Board has assessed and reviewed their written confirmations of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules and is satisfied that each of Mr. Kam, Eddie Shing Cheuk, Mr. Zhang Shulin and Mr. Cheung Man Sang remains independent. Given that each of Mr. Kam, Eddie Shing Cheuk, Mr. Zhang Shulin and Mr. Cheung Man Sang does not hold any directorship in more than 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 Mr. Kam, Eddie Shing Cheuk, Mr. Zhang Shulin and Mr. Cheung Man Sang have made positive contributions to the Company's strategy, policies and performance with their independent advice, comments, judgment from the perspective of their strong accounting, automobile enterprises management and financial management backgrounds coupled with their general understanding of business of the Group during their tenure as independent non-executive Director. The Board also considers that they will continue to contribute to the diversity of the Board, in particular, with their professional experience in the field of accounting, automobile enterprises management and financial management.

As a good corporate governance practice, Mr. Chen Cunyou, Mr. Guo Zhenjun, Mr. Kam, Eddie Shing Cheuk, Mr. Zhang Shulin and Mr. Cheung Man Sang each abstained from voting on the respective propositions of their recommendations for re-election by Shareholders.

Biographical details of Mr. Chen Cunyou, Mr. Guo Zhenjun, Mr. Kam, Eddie Shing Cheuk, Mr. Zhang Shulin and Mr. Cheung Man Sang are set out in Appendix II to this circular.

3. GRANTING OF ISSUE MANDATE

On 15 June 2020, an ordinary resolution was passed by the 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. It is therefore proposed to seek your approval of the resolution in relation to the Issue Mandate at the AGM.

As at the Latest Practicable Date, the issued share capital of the Company comprised 800,000,000 Shares. Subject to passing of the 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 issue a maximum of 160,000,000 Shares representing not more than 20% of the issued share capital of the Company as at the Latest Practicable Date.

Details of the Issue Mandate and the extension of the Issue Mandate are set out in ordinary resolutions as referred to in resolutions Nos. 5 and 6 respectively of the AGM notice. The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issue Mandate, other than Shares which may be allotted and issued upon the exercise of any options granted under the share option scheme of the Company.

- 5 -

LETTER FROM THE BOARD

4. GRANTING OF REPURCHASE MANDATE

On 15 June 2020, an ordinary resolution was passed by the 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. It is therefore proposed to seek your approval of the Repurchase Resolution at the AGM.

As at the Latest Practicable Date, the issued share capital of the Company comprised 800,000,000 Shares. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of passing the Repurchase Resolution, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate as at the date of passing the Repurchase Resolution will be 80,000,000 Shares representing not more than 10% of the issued share capital of the Company as at the Latest Practicable Date.

An explanatory statement as required under the Share Repurchase Rules to provide the requisite information in connection with the Repurchase Mandate, is set out in Appendix I to this circular.

5. APPOINTMENT OF AUDITORS

The Board has resolved, with the endorsement of the audit committee of the Company, to recommend the re-appointment of KPMG as the auditor of the Company and such proposed appointment is subject to the approval of the Shareholders at the AGM.

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT Set out on pages 17 to 21 of this circular is the AGM Notice.

At the AGM, ordinary resolutions will be proposed to the Shareholders to approve the grant of Repurchase Mandate, the Issue Mandate and the extension of the Issue Mandate, the re-appointment of auditor and the re-election of retiring Directors.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instruction printed thereon and return it to the Company's branch registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting if you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will 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. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

- 6 -

LETTER FROM THE BOARD

7. 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.

8. RECOMMENDATION

The Directors consider that the proposed (i) re-election of retiring Directors; and (ii) granting of the Issue Mandate and the Repurchase Mandate are in the best interests of the Company and the Shareholders as a whole. Therefore, the Directors recommend the Shareholders to vote in favour of the proposed resolutions.

9. GENERAL

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

10. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

Xiezhong International Holdings Limited

CHEN Cunyou

Chairman

- 7 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration in the Repurchase Mandate.

This appendix also constitutes the memorandum as required under Section 239(2) of the Companies Ordinance.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid shares, either directly or indirectly, on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that (i) the shares of such company proposed to be purchased must be fully paid up, (ii) such company has previously sent to its shareholders an explanatory statement containing all the necessary information as required under Rule 10.06(1)(b) of the Listing Rules, and (iii) all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders at a general meeting duly held and convened, either by way of a general mandate or by specific approval of a particular transaction, in compliance with the requirements under Rule 10.06(1)(c) of the Listing Rules.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprises 800,000,000 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 80,000,000 Shares representing not more than 10% of the issued share capital of the Company during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

3. REASONS FOR REPURCHASE

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

- 8 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

4. FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association of the Company and the Articles of Association, the applicable laws of the Cayman Islands and the Listing Rules. The Cayman Companies Act provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Cayman Companies Act. The amount of premium payable on repurchase may only be paid out of either or both of the profits of the Company or the share premium account of the Company before or at the time the Shares are repurchased in the manner provided for under the Cayman Companies Act.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. On the basis of the current financial position of the Group and taking into account the current working capital position of the Group, the Directors consider that, if the Repurchase Mandate was to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Group. 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 of the Group or the gearing position which in the opinion of the Directors are from time to time appropriate for the Group.

5. SHARE PRICES

The table below is a summary of the monthly highest and lowest traded prices in each of the previous months during the year and up to the Latest Practicable Date:

	Share prices
	Highest	Lowest
	HKD	HKD
January 2020	1.90	1.40
February 2020	1.60	1.43
March 2020	1.45	1.18
April 2020	1.23	0.92
May 2020	1.07	0.69
June 2020	0.96	0.72
July 2020	1.12	0.70
August 2020	1.39	0.50
September 2020	0.88	0.54
October 2020	0.78	0.475
November 2020	0.57	0.44
December 2020	0.56	0.42
January 2021	0.68	0.48
February 2021	0.77	0.62
March 2021	0.75	0.69
April 2021(up to the Latest Practicable Date)	0.74	0.71

- 9 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

6. UNDERTAKING

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

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates as defined in the Listing Rules currently intends to sell Shares to the Company or its subsidiaries if the Repurchase Mandate is approved by the Shareholders.

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

7. EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date and insofar the Directors are aware of, Sunrise International and Mr. Chen Hao (directly and indirectly) owned 238,260,000 and 246,468,000 Shares respectively, representing 29.78% and 30.81% of the total number of issued Shares of the Company. In the event that the Repurchase Mandate was exercised in full, their interest in the Company will be increased to approximately 33.09% and 34.23% respectively. Save as aforesaid, the Directors are not aware of any consequences of repurchases which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

The Listing Rules prohibit a company from making repurchases on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands.

The Directors 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 public float percentage of 25% of the issued share capital of the Company.

8. SHARES REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 10 -

APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

The biographical details of the Directors eligible for re-election at the AGM to be held on

25 May 2021 are set out below:

Mr. Chen Cunyou

Mr. Chen Cunyou, aged 58, is the Chairman and the chief executive officer of the Company and an executive Director. He is also a director of Xiezhong BVI, Xiezhong HK, Xiezhong Nanjing, Xiezhong Beijing, Liaoning Chenyou, Xiezhong Wuhan, Sino Evergreen, Jin Cheng HK, Xiezhong Trading, Xiezhong Zhejiang, Yueqing Youxuan, Xiezhong Chenyou, Xiezhong Lexus and Xiezhong Maanshan. He has been appointed as a Director of the Company since 30 September 2011.

Mr. Chen is the founder of Xiezhong Nanjing and has acted as its general manager since its establishment in April 2002. He was also the chairman of board of directors of Xiezhong Nanjing from April 2002 to May 2008 and was re-appointed as the chairman of Xiezhong Nanjing since September 2011.

He served as the general manager of 江蘇汽車空調器製造有限公司 (Jiangsu Auto Airconditioner Manufacturing Co., Ltd.*) from 1994 to 1997. Then, he served as the general manager of 南京中港汽車空調器製造有限公司 (Nanjing Zhonggang Auto Airconditioner Manufacturing Co., Ltd.*) until he founded Xiezhong Nanjing in April 2002.

He is also the founder of Xiezhong Automobile (Group) Company Limited in 2002 which engages in 4S dealership business and sale of FAW Volkswagen, GAC Toyota, Lexus, Audi, BMW and BAIC New Energy brands. In 2007, he led to establish an automobile 4S Park in Dongqi Road, Jiangning District, Nanjing, Jiangsu Province. At present, the park has already become one of the most important 4S park in Jiangsu Province and even East China.

He has served as the chairman of 南京浙商投資有限公司 (Nanjing Zheshang Investment Co., Ltd.#) since 2003 and as the chairman of 南京浙江商會 (Nanjing Zhejiang Chamber of Commerce#) since 2002. He has also served as the co-chairman of 江蘇省蘇商發展促進會 (Jiangsu Sushang Development Promotion Association) since 2016. He is currently a member of the People's Congress of both Jiangsu Province and Nanjing City in the PRC.

Mr. Chen obtained a master's degree in business administration from University of Atlanta, formerly known as Barrington University, in May 2003. Mr. Chen was also granted the award of Model Worker of Nanjing (南京市勞動模範) by Nanjing Municipal People's Government of the PRC in 2005.

• for identification purposes only

- 11 -

APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Mr. Chen was appointed as an executive Director of the Company with an initial fixed term of three years commencing from 18 June 2012 until 17 June 2015 (both dates inclusive), which is renewable automatically for successive terms of one year each commencing from the day immediately after the expiry of the then current term of his appointment, unless terminated in accordance with the terms of his service agreement. He is subject to the retirement and re-election provisions of the Articles of Association and the corporate governance code provision in relation to the retirement and re-election of directors as adopted by the Company from time to time. Mr. Chen received emoluments in a total sum of RMB454,550 which comprised basic salaries and bonus of RMB434,240, retirement benefit contribution of RMB20,310 for the year ended 31 December 2020.

Save as disclosed above, Mr. Chen did not receive other emoluments for the year ended 31 December 2020.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chen (i) does not hold 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 or other members of the Group; (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, Mr. Chen has confirmed that there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Guo Zhenjun

Mr. Guo, aged 48, is a non-executive Director. He has over 25 years of experience in the automobile air conditioner industry. Mr. Guo joined the Group as the head of Automotive Air Conditioning Research Centre in Xiezhong Nanjing in June 2002, he is currently a deputy general manager of Xiezhong Nanjing. Prior to joining the Group, Mr. Guo worked for Jiangyin Yueyang Automobile Air Conditioner Co., Ltd* (江陰粵陽汽車空 調器有限公司) as a deputy head of technical department from October 1994 to February 2001. He is also a director of Xiezhong BVI, Xiezhong HK, Sino Evergreen, Jin Cheng HK, Yueqing Youxuan, Xiezhong Chenyou, Xiezhong Lexus and Xiezhong Maanshan.

Mr. Guo worked as the head of technical department in Nanjing Zhonggang Automobile Air Conditioner Manufacturing Co., Ltd.* (南京中港汽車空調器製造有限公 司) from February 2001 to June 2002. Mr. Guo graduated from the school of technology of Beijing Forestry University, with a bachelor's degree in forestry and woodworking machinery, in July 1994.

Mr. Guo was appointed as a non- executive Director of the Company with an initial fixed term of three years commencing from 30 June 2020 until 29 June 2023 (both dates inclusive), which is renewable automatically for successive terms of one year each commencing from the day immediately after the expiry of the then current term of his appointment, unless terminated in accordance with the terms of his service agreement. He is subject to the retirement and re-election provisions of the Articles of Association and the

- 12 -

APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

corporate governance code provision in relation to the retirement and re-election of directors as adopted by the Company from time to time. Mr. Guo received emoluments in a total sum of RMB126,844 which comprised basic salaries of RMB124,864, retirement benefit contribution of RMB1,980 for the year ended 31 December 2020.

Save as disclosed above, Mr. Guo did not receive other emoluments for the year ended 31 December 2020.

Save as disclosed above, as at the Latest Practicable Date, Mr. Guo (i) does not hold 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 or other members of the Group; (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, Mr. Guo has confirmed that there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Kam, Eddie Shing Cheuk

Mr. Kam, Eddie Shing Cheuk, aged 46, is an independent non-executive Director. He joined our Group on 16 December 2020. He holds a bachelor's degree in accountancy and a master's degree in corporate governance from the Hong Kong Polytechnic University. He is currently a fellow member of the Hong Kong Institute of Certified Public Accountants, a member of The Institute of Chartered Accountants in England and Wales, an associate member of The Hong Kong Institute of Chartered Secretaries and an associate member of The Chartered Governance Institute. Mr. Kam has over 24 years of experience in auditing, professional accounting and worked for several Hong Kong listed companies of various industries and served senior roles in financial management and secretarial functions.

Mr. Kam is currently an executive director and company secretary of Get Nice Holdings Limited (a company whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') (stock code: 64)); a non-executive director of Pangaea Connectivity Technology Limited (a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 1473)); and an independent non- executive director of Ever Harvest Group Holdings Limited (a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 1549)), Genes Tech Group Holdings Company Limited (a company whose shares are listed on GEM of the Stock Exchange (stock code: 8257)) and Citychamp Watch & Jewellery Group Limited (a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 256)). He was an independent non-executive director of Casablanca Group Limited (a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 2223)) from April 2015 to May 2017 and also an executive director and company secretary of Get Nice Financial Group Limited (a company whose shares are listed on the Main Board of the Stock Exchange (stock code: 1469)) from September 2015 to April 2017.

- 13 -

APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Mr. Kam was appointed as a director of the board of directors of the 6th Term Guangzhou Overseas Friendship Association Committee in March 2013, a committee member of the Chinese People's Political Consultative Conference Shanghai Committee (Baoshan District) in December 2016 and a director of the board of directors of the 7th Term Shenzhen Overseas Friendship Association Committee in 2017.

Except for a letter of appointment from the Company confirming his appointment as an independent non-executive Director for a term of three years commencing from 16 December 2020, which is renewable automatically for successive terms of one year each commencing from the day immediately after the expiry of the then current term of his appointment, unless terminated in accordance with the terms of his letter of appointment, there is no service agreement entered into between the Company and Mr. Kam. He is subject to the retirement and re-election provisions of the Articles of Association and the corporate governance code provision in relation to the retirement and re-election of directors as adopted by the Company from time to time. Mr. Kam received director's fee of HKD7,500 for the period from 16 December 2020 to 31 December 2020, which was determined by the Board based on the recommendations of the Remuneration Committee, with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Save as disclosed above, Mr. Kam did not receive other emoluments for the year ended 31 December 2020.

Save as disclosed above, as at the Latest Practicable Date, Mr. Kam (i) does 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 or other members of the Group; (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, Mr. Kam has confirmed that there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Cheung Man Sang

Mr. Cheung Man Sang, aged 65, is an independent non-executive Director. He joined our Group on 16 May 2012. Mr. Cheung served as the deputy general manager of Anhui Shan Ying Paper Industry Co., Ltd. and as the general manager of Shan Ying Investment Management Ltd. and Shenzhen Richland Health VC Fund Management Co., Ltd before. Prior to that, he served various positions at China Travel Service (Holdings) Hong Kong Limited and its group of companies between June 1996 and June 2010. In 1998, he became the general manager of China Travel Finance & Investment (H.K.) Limited and was subsequently appointed as the deputy general manager of group finance department and as the general manager of China Travel Insurance Advisers Hong Kong Limited. During February 2007 to 2009, he served as a director of Tangshan Guofeng Iron & Steel Co., Ltd. In 2009, he was transferred back to group finance department of China Travel Service

- 14 -

APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

(Holdings) Hong Kong Limited to serve as the deputy general manager. He served as the independent non-executive director of (天津市桂發祥十八街麻花總店有限公司) Tianjin Guifaxiang Mahua Food Group CO., LTD.# from 27 December 2011 to 31 August 2018.

Mr. Cheung obtained a master's degree in business administration from 廈門大學 (Xiamen University) in December 2004.

Except for a letter of appointment from the Company confirming his appointment as an independent non-executive Director for a term of three years commencing from 18 June 2012, which is renewable automatically for successive terms of one year each commencing from the day immediately after the expiry of the then current term of his appointment, unless terminated in accordance with the terms of his letter of appointment, there is no service agreement entered into between the Company and Mr. Cheung. He is subject to the retirement and re-election provisions of the Articles of Association and the corporate governance code provision in relation to the retirement and re-election of directors as adopted by the Company from time to time. Mr. Cheung received director's fee of HKD180,000 for the year ended 31 December 2020, which was determined by the Board based on the recommendations of the Remuneration Committee, with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Save as disclosed above, Mr. Cheung did not receive other emoluments for the year ended 31 December 2020.

Save as disclosed above, as at the Latest Practicable Date, Mr. Cheung (i) does 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 or other members of the Group; (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, Mr. Cheung has confirmed that there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

Mr. Zhang Shulin

Mr. Zhang Shulin, aged 80, is an independent non-executive Director. He joined our Group on 16 May 2012. He has over 40 years of experience in automobile engineering and managing automobile enterprises. Mr. Zhang is currently the member of 中國汽車工業諮詢 委員會 (China Automotive Industry Advisory Committee). Mr. Zhang was previously the deputy director of 國家機械工業局國家機械工業部汽車司 (the Automotive Section of National Mechanical Industry Department under National Industry Bureau#). He was also the associate director and Secretary-General of CAAM. Mr. Zhang received a bachelor's degree in Department of Automation from Tsinghua University in July 1965.

- 15 -

APPENDIX II PARTICULARS OF DIRECTORS FOR RE-ELECTION

Except for a letter of appointment from the Company confirming his appointment as an independent non-executive Director for a term of three years commencing from 18 June 2012, which is renewable automatically for successive terms of one year each commencing from the day immediately after the expiry of the then current term of his appointment, unless terminated in accordance with the terms of his letter of appointment, there is no service agreement entered into between the Company and Mr. Zhang. He is subject to the retirement and re-election provisions of the Articles of Association and the corporate governance code provision in relation to the retirement and re-election of directors as adopted by the Company from time to time. Mr. Zhang received director's fee of HKD180,000 for the year ended 31 December 2020, which was determined by the Board based on the recommendations of the Remuneration Committee, with reference to his duties and responsibilities with the Company and the prevailing market rate for his positions.

Save as disclosed above, Mr. Zhang did not receive other emoluments for the year ended 31 December 2020.

Save as disclosed above, as at the Latest Practicable Date, Mr. Zhang (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 or other members of the Group; (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, Mr. Zhang has confirmed that there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

- 16 -

NOTICE OF AGM

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

Xiezhong International Holdings Limited

協 眾 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3663)

NOTICE OF AGM

NOTICE IS HEREBY GIVEN that an annual general meeting (''AGM'') of Xiezhong International Holdings Limited (the ''Company'') will be held at 389 Kening Road Science Park, Jiangning District, Nanjing, Jiangsu Province, PRC on Tuesday, 25 May 2021 at 4 : 00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the directors' report and the independent auditor's report of the Company for the year ended 31 December 2020.
2. To re-elect the retiring directors of the Company (the ''Director(s)'') and to authorise the board of Directors to fix their remuneration as follows:
3. 1. To re-elect Mr. Chen Cunyou as an executive Director;
   2. To re-elect Mr. Guo Zhenjun as a non-executive Director;
   3. To re-elect Mr. Kam, Eddie Shing Cheuk as an independent non-executive Director;
   4. To re-elect Mr. Zhang Shulin as an independent non-executive Director;
   5. To re-elect Mr. Cheung Man Sang as an independent non-executive Director;
   6. To authorise the board of Directors to fix their remuneration.
4. To re-appoint KPMG as the auditor of the Company and authorise the board of Directors to fix the remuneration of the auditor.

- 17 -

NOTICE OF AGM

1. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   IT IS RESOLVED THAT:
2. 1. subject to paragraph (b) below of this resolution, 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 on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the securities of the Company may be listed and recognised by the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the ''Listing Rules'') or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the aggregate number of the shares of the Company which the Directors are authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate number of the issued share capital of the Company as at the date 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 which ever 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 to be held by the articles of association of the Company or any other applicable laws; and
      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.
3. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
   IT IS RESOLVED THAT:
4. 1. subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

- 18 -

NOTICE OF AGM

1. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as herein after defined) to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate number of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:
3. 1. a Rights Issue (as hereinafter defined);
   2. the exercise of rights of subscription, exchange or conversion under the terms of any warrants or convertible securities issued by the Company or any securities which are exchangeable into Shares;
   3. the exercise of the subscription rights under options granted under the share option scheme or any other similar arrangement of the Company from time to time adopted for the grant or issue to officers and/or employees and/or consultants and/or advisors of the Company and/or any of its subsidiaries and/or other persons of Shares or rights to acquire shares of the Company; or
   4. any scrip dividend or similar arrangement providing for allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate number of the issued share capital of the Company and the said approval shall be limited accordingly.
      Provided That conditional upon the passing of resolution No. 4 above, the aforesaid of 20% limit shall be extended by the addition thereto of the aggregate number of the issued share capital of the Company repurchased under the authority granted to the Directors pursuant to the said resolution No. 4; and
4. for the purpose of this resolution,
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company or any other applicable laws; and

- 19 -

NOTICE OF AGM

1. 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.

''Rights Issue'' means an offer of shares, warrants or other securities which are attached with rights to subscribe for shares of the Company open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register 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).

6. To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

IT IS RESOLVED THAT:

''subject to the passing of the resolutions Nos. 4 and 5 above, the general mandate granted to the Directors pursuant to resolution No. 5 be and is hereby extended by the addition to the aggregate number of the share capital of the Company which may be allotted and issued or agreed to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate number of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution No. 4, provided that such extended amount shall not exceed 10% of the aggregated number of share capital of the Company in issue as at the date of passing of the said resolution.''

By Order of the Board

Xiezhong International Holdings Limited

Chen Cunyou

Chairman

Hong Kong, 22 April 2021

Notes:

1. In order to ascertain the entitlement of members of the Company to attend and vote at the AGM, the register of members of the Company will be closed from Thursday, 20 May 2021 to Tuesday, 25 May 2021, both days inclusive, during which 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 for registration with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4 : 30 p.m. on Tuesday, 18 May 2021.

- 20 -

NOTICE OF AGM

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.
2. To be valid, a form of proxy and 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 share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be).
3. Referring to resolution no. 3 in this notice, the existing auditor, KPMG, will retire and be re-appointed as the auditor of the Company with effect from the conclusion of the meeting.
4. With regard to resolution no. 2 in this notice, the board of Directors proposes that five retiring Directors, namely Mr. Chen Cunyou, Mr. Guo Zhenjun, Mr. Kam, Eddie Shing Cheuk, Mr. Zhang Shulin and Mr. Cheung Man Sang, being eligible for re-election, be re-elected as Directors. Details of these Directors are set out in Appendix II to the circular to shareholders of the Company dated 22 April 2021.
5. Pursuant to Rule 13.39(4) of the Listing Rules, all votes of shareholders at the meeting will 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.

As at the date of this notice, the Board comprises four executive Directors, namely Mr. CHEN Cunyou, Mr. GE Hongbing, Ms. CHEN Xiaoting and Mr. SHEN Jun; one non- executive Director, namely Mr. Guo Zhunjun; and three independent non-executive Directors, namely Mr. KAM, Eddie Shing Cheuk, Mr. CHEUNG Man Sang and Mr. ZHANG Shulin.

- 21 -