Green Leader : PROPOSED CAPITAL REORGANISATION AND PROPOSED SHARE PREMIUM CANCELLATION AND NOTICE OF SPECIAL 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 licensed securities dealer, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Green Leader Holdings Group Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 losses howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

GREEN LEADER HOLDINGS GROUP LIMITED ၠჯછٰණྠϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock code: 61)

PROPOSED CAPITAL REORGANISATION

AND

PROPOSED SHARE PREMIUM CANCELLATION

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of the Company to be held at 701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong on Wednesday, 7 April 2021 at 11:00 a.m. is set out on pages 11 to 13 of this circular. A form of proxy for use at the special general meeting is enclosed.

Whether or not you are able to attend the special general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event at or before 11:00 a.m. on Monday, 5 April 2021 (or not less than 48 hours before the time appointed for holding the special general meeting or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof should you so wish and in such case, the form of proxy previously submitted shall be deemed to be revoked.

PRECAUTIONARY MEASURES AND SPECIAL ARRANGEMENTS FOR THE SGM

Considering the outbreak of the COVID-19, certain measures will be implemented at the SGM with a view to addressing the risk to attendees of infection, including, without limitation:

• - all attendees being required to (a) undergo body temperature screening; and (b) wear surgical masks prior to admission to the SGM venue;

• - attendees who are subject to health quarantine prescribed by the HKSAR Government not being admitted to the SGM venue;

• - all attendees being required to wear surgical masks throughout the SGM;

• - appropriate seating arrangement; and

• - no distribution of corporate gift or refreshment.

The Company reminds attendees that they should carefully consider the risks of attending the SGM, taking into account their own personal circumstances. Furthermore, the Company would like to remind Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising their voting rights and strongly recommends that Shareholders appoint the Chairman of the SGM as their proxy and submit their form of proxy as early as possible. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

3 March 2021

CONTENTS
Page
Definitions ............................................................	1
Expected timetable ......................................................	3
Letter from the Board ....................................................	4
Notice of the SGM ......................................................	11
-i-

DEFINITIONS

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

"Board"	the board of Directors
"Business Day"	a day (other than a Saturday, Sunday and public holiday) on
which licensed banks in Hong Kong are open for business
"Capital Reduction"	the proposed reduction in the issued share capital of the
Company through a cancellation of the paid-up capital of the
Company to the extent of HK$0.199 on each of the issued
Existing Shares
"Capital Reorganisation"	the capital reorganisation involves the Capital Reduction and
Share Subdivision as detailed in the section headed "Proposed
Capital Reorganisation" of this circular
"Companies Act"	the Companies Act 1981 of Bermuda
"Company"	Green Leader Holdings Group Limited, a company
incorporated in Bermuda with limited liability and the issued
shares of which are listed on the Stock Exchange (stock code:
0061)
"connected person(s)"	has the meanings as ascribed thereto under the Listing Rules
"Director(s)"	director(s) of the Company
"Existing Share(s)"	ordinary share(s) of HK$0.20 each in the share capital of the
Company before the Capital Reorganisation becoming
effective
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
Republic of China
"Independent Third Party(ies)"	any person or company and their respective ultimate beneficial
owners (if applicable) who, to the best of the Directors'
knowledge, information and belief having made all reasonable
enquiries, are third parties independent of the Company and its
connected persons
"Latest Practicable Date"	26 February 2021, being the latest practicable date prior to the
printing of this circular for the purpose of ascertaining certain
information contained herein
-1-

DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"New Share(s)"	ordinary share(s) of HK$0.001 each in the share capital of the
Company immediately upon the Capital Reorganisation
becoming effective
"Registrar"	Tricor Tengis Limited, the Hong Kong branch share registrar
of the Company
"SGM"	the special general meeting of the Company convened and to
be held at 11:00 a.m. on Wednesday, 7 April 2021 for the
Shareholders to consider and, if thought fit, to approve the
Capital Reorganisation, the notice of which is set out on pages
11 to 13 of this circular
"Share(s)"	Existing Share(s) or New Share(s), as the case maybe
"Share Premium Account"	the share premium account of the Company
"Share Premium Cancellation"	the proposed cancellation of the entire amount standing to the
credit of the Share Premium Account
"Share Subdivision"	the proposed subdivision of each authorised but unissued
Existing Share of HK$0.20 (which shall include the authorised
but unissued share capital resulting from the Capital
Reduction) into 200 New Shares of HK$0.001 each
"Shareholder(s)"	holder(s) of the issued Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.

In case of inconsistency, the English text of this circular shall prevail over its Chinese text.

EXPECTED TIMETABLE

The expected timetable for the Capital Reorganisation is set out below. The expected timetable is subject to the results of the SGM and is therefore for indicative purpose only and may be extended or varied by the Company. Any further changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

Set out below is the indicative timetable for the Capital Reorganisation.

Despatch of the circular regarding, among other matters, the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 3 March 2021

PublicationofthenoticeofSGM ................................ Wednesday,3March2021

Latest time for lodging transfer of the Existing Shares in order to qualify for attending and voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on

Monday, 29 March 2021

Register of members of the Company closed . . . . . . . . . . . . . . . . . . . From Tuesday, 30 March 2021 to

Wednesday, 7 April 2021

(both days inclusive)

Latest time for lodging the form of proxy for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on

Monday, 5 April 2021

SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on

Wednesday, 7 April 2021

Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 9 April 2021

First day for free exchange of existing certificates for

Existing Shares for new certificates for New Shares . . . . . . . . . . . . . . . . . . . . . Friday, 9 April 2021

Commencement of dealings in New Shares on the Stock Exchange . . . . . . . . . . . . Friday, 9 April 2021

Last day of free exchange of existing certificates for Shares for

new certificates for New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 7 May 2021

GREEN LEADER HOLDINGS GROUP LIMITED ၠჯછٰණྠϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock code: 61)

Executive Directors:	Registered office:
Mr. Tse Michael Nam	Clarendon House
(Chairman and Chief Executive Officer)	2 Church Street
Mr. Zhang Sanhuo	Hamilton HM11
Bermuda
Independent non-executive Directors:
Mr. Ho Kin Cheong Kelvin	Principal places of business
Mr. Shen Weidong	in Hong Kong:
Mr. Tian Hong	Units 2001-2, 20th Floor
Li Po Chun Chambers
189 Des Voeux Road Central
Hong Kong
3 March 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION

AND

PROPOSED SHARE PREMIUM CANCELLATION

INTRODUCTION

Reference is made to the announcement of the Company dated 1 February 2021 in respect of the proposed Capital Reorganisation. Reference is also made to the announcement of the Company dated 26 February 2021 in respect of the proposed Share Premium Cancellation. The purpose of this circular is to provide you with further information relating the Capital Reorganisation and a notice of the SGM to be convened and held for the purposes of considering and, if thought fit, to approve the Capital Reorganisation and the Share Premium Cancellation.

PROPOSED CAPITAL REORGANISATION

The Board announces that the Company proposes to effect a Capital Reorganisation by way of:

(i) a reduction of the issued share capital of the Company through a cancellation of the paid-up capital of the Company to the extent of HK$0.199 on each of the issued Existing Shares so that the nominal value of each issued Share will be reduced from HK$0.20 to HK$0.001;

• (ii) a subdivision of each authorised but unissued Existing Share of HK$0.20 into two hundred (200) New Shares of HK$0.001 each; and

• (iii) a transfer of the credit arising from the Capital Reduction to the contributed surplus account of the Company.

As at the date of this circular, the authorised share capital of the Company is HK$2,000,000,000 divided into 10,000,000,000 Shares, of which 526,260,404 Shares have been allotted and issued and fully paid.

For the avoidance of doubt, the authorised share capital of the Company shall remain HK$2,000,000,000 prior to and immediately after completion of the Capital Reorganisation.

Upon the Capital Reorganisation becoming effective, after the share subdivision of each authorised but unissued Share of HK$0.20 into two hundred (200) New Shares of HK$0.001 each, the authorised share capital will be HK$2,000,000,000 divided into 2,000,000,000,000 New Shares of HK$0.001 each, of which 526,260,404 Shares will be issued New Shares.

The issued New Shares will rank pari passu with each other in all respects, including the rights as to dividends, voting and return of capital. Other than the expenses incurred in relation to the Capital Reorganisation, its implementation will not in itself, alter the underlying assets, business operations, management or financial position of the Group or the proportionate interests or rights of the Shareholders. The Capital Reorganisation itself will not have any material adverse effect on the financial position of the Group.

Set out below is the nominal value per Share, the authorised share capital, number of issued and unissued shares and amount of issued and unissued share capital of the Company (i) before completion of the Capital Reorganisation; and (ii) after the completion of Capital Reorganisation.

• (i) Before completion of the Capital Reorganisation

  Nominal value per Share: HK$0.20 per Share

  Authorised:

  HK$

  10,000,000,000

  Shares of HK$0.20 each

  2,000,000,000.00

  Issued and fully-paid as at the Latest Practicable Date:

  526,260,404

  Shares of HK$0.20 each

  105,252,080.80

  Unissued:

  9,473,739,596

  Shares of HK$0.20 each

  1,894,747,919.20

• (ii) After completion of the Capital Reorganisation (on the assumption no Shares would be allotted and issued since the Latest Practicable Date)

  Nominal value per Share: HK$0.001 per Share

  HK$
  2,000,000,000.000
  526,260,404	Shares of HK$0.001 each	526,260.404
  Unissued:
  1,999,473,739,596	Shares of HK$0.001 each	1,999,473,739.596

  Authorised:

  2,000,000,000,000 Shares of HK$0.001 each

  Issued and fully-paid as at the Latest Practicable Date:

No part of the equity or debt securities of the Company is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought on any other stock exchange.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional upon:

• (a) the passing of a special resolution by the Shareholders at the SGM to approve the Capital Reorganisation;

• (b) the Stock Exchange granting the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation; and

• (c) compliance with the relevant procedures and requirements under Bermuda law and the Listing Rules to effect the Capital Reorganisation.

Application will be made to the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares arising from the Capital Reorganisation.

Free Exchange of Certificates for New Shares

Subject to the Capital Reorganisation becoming effective, Shareholders may, on or after Friday, 9 April 2021 and until Friday, 7 May 2021 (both dates inclusive), submit their existing certificates for the Shares in brown colour to the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong to exchange for certificates for the New Shares in Blue colour at the expense of the Company. Thereafter, certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) by the Shareholders for each certificate issued for the New Shares or each existing shares certificate for the Existing Shares submitted for cancellation, whichever the number of certificates issued or cancelled is higher. After Friday, 7 May 2021, existing share certificates for the Existing Shares will continue to be good evidence of legal title and may be exchanged for share certificates for New Shares at any time but are not acceptable for trading, settlement and registration purposes.

REASONS FOR THE CAPITAL REORGANISATION

The Capital Reorganisation involves the Capital Reduction which reduces the nominal value of the Shares from HK$0.20 per Share to HK$0.001 per Share.

Under the laws of Bermuda, a company may not issue shares at a discount to the nominal value of such shares. Accordingly, the Directors propose the Capital Reduction by which the nominal value of the Shares will be reduced which allows greater flexibility in the pricing for any issue of new Shares in the future.

As at the Latest Practicable Date, the Company is considering fundraising opportunities including but not limited to equity fundraising but no agreement, arrangement or understanding on such potential fundraising activities has been reached yet. The Company is also exploring possibility for extending the maturity date of its convertible bonds. The Company has no plan or intention to carry out any future corporate actions in the next twelve months which may have an effect of undermining or negating the intended purpose of the Capital Reorganisation.

As such, the Directors consider that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole.

PROPOSED SHARE PREMIUM CANCELLATION

The Board announces that the Company proposes to effect the Share Premium Cancellation by way of cancellation of the entire amount standing to the credit of the Share Premium Account of the Company. As at the date of 31 December 2019, based on the audited financial statements of the Company, the amount standing to the credit of the share premium account of the Company was HK$8,926,411,534.74. As at the date of 31 December 2020, based on the unaudited financial statements of the Company, the amount standing to the credit of the share premium account of the Company as HK$8,944,985,754.04.

Pursuant to the Share Premium Cancellation, it is proposed that the entire amount standing to the credit of the Share Premium Account be cancelled, with the credit arising therefrom transferred to the contributed surplus account of the Company.

The Share Premium Cancellation does neither involve any reduction in the authorised or issued share capital of the Company nor does it involve any reduction in nominal value of the Shares or trading arrangements in respect of the Shares. Other than the necessary expenses to be incurred in relation to the implementation of the Share Premium Cancellation, the Board considers that the implementation will not affect the underlying assets, business operations, management or financial position of the Company.

Conditions of the Share Premium Cancellation

The Share Premium Cancellation is conditional upon:

• (a) the passing of a special resolution by the Shareholders at the SGM to approve the Share Premium Cancellation and the transactions contemplated thereunder; and

• (b) compliance by the Company with section 46(2) of the Companies Act, including publication of a notice in relation to the Share Premium Cancellation in Bermuda.

Subject to fulfillment of the conditions set out above, the Share Premium Cancellation is expected to become effective on the date of passing the special resolution by the Shareholders at the SGM to approve the Share Premium Cancellation.

Reasons for the Share Premium Cancellation

Under the Companies Act, amounts standing to the credit of the share premium account of a Bermuda company may only be applied for the purposes expressly permitted under section 40(2) of the Companies Act. A Bermuda company may not declare or pay a dividend or make a distribution out of it share premium account as share premium is treated as if it were paid up share capital of the Bermuda company under the Companies Act. Pursuant to section 54 of the Companies Act, a Bermuda company may pay dividends or distributions to its members out of contributed surplus if there are no reasonable grounds for believing that (a) the company is, or after the payment of dividend or distribution would be, unable to pay its liabilities as they become due or (b) the realizable value of the Company's assets would thereby be less than its liabilities. Upon the Share Premium Cancellation becoming effective, the Company will have greater flexibility to declare dividends to the Shareholders.

As such, the Directors consider that the Share Premium Cancellation is in the interests of the Company and the Shareholders as a whole. To the best of the Directors' knowledge, information and belief, no Shareholders have a material interest in the Share Premium Cancellation and no Shareholders shall have to abstain from voting at the SGM in respect of the special resolution approving the Share Premium Cancellation.

RESPONSIBILITY STATEMENT

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

SGM

A notice convening the SGM at which resolutions will be proposed to the Shareholders to consider and, if thought fit, to approve the proposed Capital Reorganisation is set out on pages 11 to 13 of this circular.

To the best knowledge of the Directors, no Shareholders have a material interest in the Capital Reorganisation and/or the Share Premium Cancellation and accordingly, no Shareholders will have to abstain from voting at the SGM.

Whether or not you intend to attend the SGM, you are requested to complete and return the form of proxy accompanying with this circular in accordance with the instructions printed thereon as soon as possible and in any event at or before 11:00 a.m. on Monday, 5 April 2021 (or not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof in person if you so wish and in such case, the form of proxy previously submitted shall be deemed to be revoked.

RECOMMENDATION

The Directors consider that the Capital Reorganisation and the Share Premium Cancellation are in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the relevant resolution at the SGM.

By order of the Board

Green Leader Holdings Group Limited

Tse Michael Nam

Chairman

GREEN LEADER HOLDINGS GROUP LIMITED ၠჯછٰණྠϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock code: 61)

NOTICE IS HEREBY GIVEN that a special general meeting (the "SGM") of Green Leader Holdings Group Limited (the "Company") will be held at 701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong on Wednesday, 7 April 2021 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments the following resolutions as special resolutions of the Company:

SPECIAL RESOLUTIONS

1. "THAT subject to and conditional upon the granting by The Stock Exchange of Hong Kong

Limited (the "Stock Exchange") of the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reorganisation (as defined below), the Capital Reorganisation (as defined below) be effected with effect from 9:00 a.m. (Hong Kong time) on the second business day immediately following the date on which this resolution is passed or the above conditions are fulfilled (whichever is the later) by way of:

• (a) a reduction (the "Capital Reduction") of the issued share capital of the Company through a cancellation of the paid-up capital of the Company to the extent of HK$0.199 on each of the issued shares of par value of HK$0.20 each in the share capital of the Company (the "Existing Shares") so that the nominal value of each issued Existing Share will be reduced from HK$0.20 to HK$0.001 (each such reduced share, a "New Share");

• (b) a subdivision of each authorised but unissued Existing Share of HK$0.20 (which shall include the authorised but unissued share capital resulting from Capital Reduction) into two hundred (200) New Shares of HK$0.001 each (the "Share Subdivision", together with the Capital Reduction as the "Capital Reorganisation");

• (c) the transfer of the credit arising from the Capital Reduction to the contributed surplus account of the Company and the directors of the Company (the "Directors") be authorised to apply the contributed surplus in such manner as they consider appropriate; and

(d) the Capital Reorganisation and the transactions contemplated thereunder be and are hereby approved and any one Director be and is hereby authorised to do all such acts and things and execute all such documents on behalf of the Company, including under seal where applicable, as he may consider necessary or expedient to give effect to or in connection with the implementation of the Capital Reorganisation and the transactions contemplated thereunder."

2. "THAT:

• (a) subject to compliance with section 46(2) of the Companies Act 1981 of Bermuda and with effect immediately upon passing of this special resolution, the entire amount standing to the credit of the share premium account of the Company be cancelled (the "Share Premium Cancellation") and the Directors be and are hereby authorised to transfer the credit arising from the Share Premium Cancellation to the contributed surplus account of the Company; and

• (b) the Directors be and are hereby authorised to do all such acts and things and execute all documents which they consider necessary, desirable or expedient for the implementation of and giving effect of the Share Premium Cancellation and the transactions contemplated thereunder."

By order of the Board
Green Leader Holdings Group Limited
Tse Michael Nam
Chairman
Hong Kong, 3 March 2021
Registered office:	Head office and principal place of
Clarendon House	business in Hong Kong:
2 Church Street	Units 2001-2, 20th Floor
Hamilton HM 11	Li Po Chun Chambers
Bermuda	189 Des Voeux Road Central
Hong Kong

Notes:

• 1. Any Shareholder entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder. 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.

• 2. The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

• 3. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.

• 4. Where there are joint Shareholders any one of such joint Shareholder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders of the Company in respect of the joint holding.

• 5. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and, in any event, so as to be received no later than Monday, 5 April 2021 at 11:00 a.m. (Hong Kong time). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof should you so wish.

• 6. For the purpose of determining Shareholders' entitlements to attend and vote at the SGM, the register of members of the Company will be closed from Tuesday, 30 March 2021 to Wednesday, 7 April 2021, both dates inclusive, during which period no transfer of Shares will be registered. The record date for determination of entitlements of the Shareholders to attend and vote at the SGM will be on Wednesday, 7 April 2021. All transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 29 March 2021.