Evergreen International : Announcement - NOTICE OF ANNUAL GENERAL MEETING

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EVERGREEN INTERNATIONAL HOLDINGS LIMITED

長 興 國 際（ 集 團 ）控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 238)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting (''AGM'') of Evergreen International Holdings Limited (the ''Company'') will be held at Harbour Room I & II, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Monday, 10 June 2019 at 11:30 a.m. for the following purposes:

1.To receive and consider the audited consolidated financial statements and the reports of the directors of the Company (the ''Directors'') and of the auditor of the Company for the year ended 31 December 2018;

2.To re-elect the retiring Directors and to authorize the board of Directors (the ''Board'') to fix the respective Directors' remuneration;

3.To re-appoint Ernst & Young as auditor and to authorize the Board to fix their remuneration;

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

''THAT:

(a)subject to sub-paragraph (c) of this resolution and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') (the ''Listing Rules'') as amended from time to time, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the ''Shares'') and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

(b)the approval in sub-paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

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(c)the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in sub-paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares; or (iii) the exercise of any options granted under the share option scheme of the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of the dividend on Shares in accordance with the memorandum and articles of association of the Company (the ''Articles'') shall not exceed 20% of the total number of issued Shares as at the date of passing of this resolution and the said approval shall be limited accordingly; and

(d)for the purposes of this resolution:

''Relevant Period'' means the period from the date of the passing of this resolution, until whichever is the earliest of:

(i)the conclusion of the next annual general meeting of the Company;

(ii)the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws and regulations of the Cayman Islands to be held; and

(iii)the date on which the authority set out in this resolution is revoked or varied by the passing of an ordinary resolution of the shareholders of the Company (the ''Shareholders'') in general meeting.

''Rights Issue'' means an offer of Shares, or offer or issue of warrants, options or other securities of the Company giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion 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).'';

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

''THAT:

(a)subject to sub-paragraph (b) 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 on the Stock Exchange or any other exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures

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Commission of Hong Kong and the Stock Exchange under the Codes on Takeovers and Mergers and Share Buy-backs (the ''Recognised Stock Exchange'') subject to and in accordance with all applicable laws and the requirements of the Listing Rules or that of any other Recognised Stock Exchange, be and the same is hereby generally and unconditionally approved;

(b)the total number of Shares which may be purchased by the Company pursuant to the approval in sub-paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of issued Shares as at the date of passing of this resolution and the said approval shall be limited accordingly; and

(c)for the purpose of this resolution:

''Relevant Period'' means the period from the date of the passing of this resolution, until whichever is the earliest of:

(i)the conclusion of the next annual general meeting of the Company;

(ii)the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws and regulations of the Cayman Islands to be held; and

(iii)the date on which the authority set out in this resolution is revoked or varied by the passing of an ordinary resolution of the Shareholders in general meeting.''; and

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

''THAT conditional upon resolutions no. 4 and 5 above being passed, the number of Shares which are repurchased by the Company under the authority granted to the Directors as mentioned in the resolution no. 5 above shall be added to the aggregate number of Shares that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors under the authority granted pursuant to resolution no. 4 above, provided that the number of Shares repurchased by the Company shall not exceed 10% of the total number of issued Shares as at the date of passing of this resolution.''

For and on behalf of the Board

Evergreen International Holdings Limited

CHAN Yuk Ming

Chairman

Hong Kong, 29 April 2019

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Notes:

1.All the above resolutions at the AGM will be taken by poll pursuant to the Articles and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and of the Company in accordance with the Listing Rules.

2.Any member of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy or proxies (if holding two or more shares) to attend and vote instead of him/her. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3.In order 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 of such power of attorney or authority, must be deposited at the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 11:30 a.m. on Saturday, 8 June 2019 (Hong Kong time)) or any adjournment thereof. Completion and deposit of the form of proxy shall not preclude a member of the Company from attending and voting in person at the AGM and, in such event, the form of proxy shall be deemed to be revoked.

4.For determining the entitlement to attend and vote at the AGM, the Register of Members of the Company will be closed from Tuesday, 4 June 2019 to Monday, 10 June 2019, both dates 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 Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 3 June 2019.

As at the date of this notice, the Board comprises Mr. CHAN Yuk Ming, Mr. CHEN Yunan and Mr. CHEN Minwen as the executive Directors and Mr. FONG Wo, Felix, Mr. CHENG King Hoi, Andrew and Mr. NG Wing Fai as the independent non-executive Directors.

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