Kong Sun : (1) GENERAL MANDATES TO ISSUE AND BUY BACK SHARES; (2) RE-ELECTION OF RETIRING DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

April 20, 2021 at 02:09 pm IST

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Kong Sun Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s), transferee(s) or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

KONG SUN HOLDINGS LIMITED

江山控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 295)

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES;
1. RE-ELECTIONOF RETIRING DIRECTORS; AND
2. 1. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the ''AGM'') of Kong Sun Holdings Limited to be held at Unit 803-4, 8/F, Everbright Centre, 108 Gloucester Road, Wanchai, Hong Kong on Friday, 21 May 2021 at 11:00 a.m. is set out on pages 15 to 18 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy for use at the AGM in accordance with the instructions printed thereon and return the same to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

20 April 2021

CONTENTS
	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

APPENDIX II - DETAILS OF RETIRING DIRECTORS PROPOSED

TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . . . 10 NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

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the annual general meeting of the Company to be held at Unit 803-4,8/F, Everbright Centre, 108 Gloucester Road, Wanchai, Hong Kong on Friday, 21 May 2021 at 11:00 a.m.

the articles of association of the Company the board of Directors

has the meaning ascribed thereto in the Listing Rules

Kong Sun Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

has the meaning ascribed thereto in the Listing Rules has the meaning ascribed thereto in the Listing Rules the director(s) of the Company

the Company and its subsidiaries

Hong Kong dollar(s), the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC

a general mandate to allot, issue or otherwise deal with additional Shares not exceeding 20% of the total number of Shares in issue as at the date of approval of the mandate

13 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

the Rules Governing the Listing of Securities on the Stock Exchange

the People's Republic of China

Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

ordinary share(s) of the Company

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DEFINITIONS

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

''AGM''

''Articles of Association'' ''Board''

''close associate'' ''Company''

''controlling shareholder(s)'' ''core connected person'' ''Director(s)''

''Group'' ''HK$'' ''Hong Kong''

''Issue Mandate''

''Latest Practicable Date''

''Listing Rules''

''PRC'' ''SFO''

''Shares(s)''

	DEFINITIONS

''Share Buy-back Mandate''	a general mandate to the Directors to exercise all the
	powers of the Company to buy back Shares not exceeding
	10% of the total number of Shares in issue as at the date of
	approval of the mandate
''Shareholder(s)''	holder(s) of Share(s) in issue
''substantial shareholder''	has the meaning ascribed thereto in the Listing Rules
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	The Codes on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission of Hong
	Kong
''%''	per cent

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LETTER FROM THE BOARD

KONG SUN HOLDINGS LIMITED

江山控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 295)

Executive Directors:	Registered Office and Principal Place
Mr. Jin Yanbing	of Business:
(Chief Executive Officer and Chairman)	Unit 803-4, 8/F,
Mr. Qin Hongfu	Everbright Centre,
	108 Gloucester Road,
Non-executive Director:	Wanchai,
Mr. Jiang Hengwen	Hong Kong
Independent Non-executive Directors:
Mr. Lang Wangkai
Ms. Wu Wennan
Mr. Xu Xiang
	20 April 2021
To the Shareholders
Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES;
1. RE-ELECTIONOF RETIRING DIRECTORS; AND
2. 1. NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with details in respect of (i) the grant of general mandates to the Directors to issue and buy back Shares; (ii) the re-election of retiring Directors; and (iii) to give you a notice of the AGM.

ISSUE MANDATE AND SHARE BUY-BACK MANDATE

The Directors propose to seek the approval of the Shareholders at the AGM by way of passing ordinary resolutions for granting the general mandates to the Directors (i) to allot, issue or otherwise deal with additional Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the relevant resolution and the extension of the aforesaid mandate by addition thereto the aggregate number of Shares bought back by the Company pursuant to the proposed general mandate for the buy back of Shares up to a maximum of 10% of the total number of Shares in issue as at the date of passing the relevant resolution as

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LETTER FROM THE BOARD

described below, and (ii) to buy back Shares not exceeding 10% of the total number of Shares in issue as at the date of passing the relevant resolution, at any time during the period ending on the earlier of the conclusion of the next annual general meeting of the Company, the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held, and the revocation or variation or renewal of such authority by an ordinary resolution of the Shareholders in the general meeting of the Company.

As at the Latest Practicable Date, the number of Shares in issue was 14,964,442,519 Shares. On the basis that there is no change in the total number of issued Shares between the Latest Practicable Date and the AGM, (i) the Issue Mandate in full would enable the Company to allot, issue or otherwise deal with a maximum of 2,992,888,503 Shares, and (ii) the Share Buy-back Mandate in full would enable the Company to buy back a maximum of 1,496,444,251 Shares.

The purpose of the general mandate to allot, issue or otherwise deal with additional Shares is to enable the Directors to capture right timing of the securities market to widen the capital base of the Company.

An explanatory statement as required by the Listing Rules for information on the Share Buy-back Mandate is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 82 of the Articles of Association, the Board shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Board. Any Directors so appointed shall hold office only until the next following general meeting, or if earlier, the next following extraordinary general meeting of the Company and shall be eligible for re-election. Accordingly, Mr. Qin Hongfu, an executive Director, and Mr. Lang Wangkai and Mr. Xu Xiang, each an independent non-executive Director, will retire and, being eligible, will offer themselves for re-election at the AGM.

In accordance with Articles 86 to 89 of the Articles of Association, at every annual general meeting of the Company, 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. Accordingly, Mr. Jin Yanbing an executive Director, and Mr. Jiang Hengwen, a non-executive Director, will retire from office by rotation and, being eligible, will offer themselves for re-election as Directors at the AGM.

Details of the above retiring Directors to be re-elected at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

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LETTER FROM THE BOARD

Each of the retiring independent non-executive Directors, Mr. Lang Wangkai and Mr. Xu Xiang, has given his annual written confirmation of independence to the Company and the nomination committee of the Company (the ''Nomination Committee'') had assessed and reviewed it based on the independence criteria set out in Rule 3.13 of the Listing Rules. The Board is also not aware of any circumstance that might influence each Mr. Lang Wangkai and Mr. Xu Xiang in exercising independent judgment, and is satisfied that each Mr. Lang Wangkai and Mr. Xu Xiang has the required character, integrity, independence and experience to fulfill the role of an independent non-executive Director and that each Mr. Lang Wangkai and Mr. Xu Xiang will be able to maintain an independent view of the Group's affairs. The Nomination Committee and the Board are of the view that each Mr. Lang Wangkai and Mr. Xu Xiang has satisfied all the criteria for independence set out in Rule 3.13 of the Listing Rules and consider Mr. Lang Wangkai and Mr. Xu Xiang to be independent.

The Nomination Committee has also reviewed and considered the experience, skills and knowledge of each Mr. Lang Wangkai and Mr. Xu Xiang, and recommended to the Board that the re-election of each Mr. Lang Wangkai and Mr. Xu Xiang as an independent non-executive Director be proposed for Shareholders' approval at the AGM.

The Board is of the view that each Mr. Lang Wangkai and Mr. Xu Xiang as an independent non-executive Director promotes Board diversity with their comprehensive experience and invaluable expertise in compliance, corporate finance, financial management and private equity investments, and contributes continuity and stability to the Board, and the Company has benefited greatly from their respective contributions and valuable insights derived from their knowledge of the Group's affairs since their appointment as independent non-executive Director. The Board believes that each Mr. Lang Wangkai and Mr. Xu Xiang will continue to contribute effectively to the Board.

AGM

A notice convening the AGM is set out on pages 15 to 18 of this circular. At the AGM, resolutions will be proposed for the Shareholders to consider and, if thought fit, among other things, to approve (i) the grant of general mandates to the Directors to issue and buy back Shares; and (ii) the re-election of the retiring Directors.

A form of proxy for use at the AGM is sent to the Shareholders together with this circular. Whether or not the Shareholders are able to attend the AGM, the Shareholders are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding of the AGM or adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the AGM or any adjourned meeting thereof should the Shareholders so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to vote at the AGM will be taken by way of poll.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the 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.

RECOMMENDATION

The Board believes that (i) the general mandates to issue and buy back Shares; and (ii) the re-election of retiring Directors to be put before the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

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

Yours faithfully,

For and on behalf of the Board

Jin Yanbing

Executive Director

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APPENDIX I	EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Share Buy-back Mandate.

SHARE BUY-BACK MANDATE

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules relating to an ordinary resolution to be proposed at the AGM to approve a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to buy back, at any time until the next annual general meeting of the Company or such earlier period as stated in the ordinary resolution, shares of the Company, up to a maximum of 10% of the total number of Shares in issue as at the date of passing the resolution.

The Directors believe the Share Buy-back Mandate is in the interests of the Company and the Shareholders, and accordingly recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the AGM.

SHARES IN ISSUE

As at the Latest Practicable Date, the number of Shares in issue was 14,964,442,519 Shares. Subject to the passing of the ordinary resolution for the grant of the Share Buy-back Mandate and on the basis that there is no change in the total number of Shares in issue prior to the AGM, the Company would be allowed under the Share Buy-back Mandate to buy back a maximum of 1,496,444,251 Shares.

REASONS FOR BUY BACK

The Directors consider that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to buy back Shares on the market. Such buy back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its assets and/or earnings per Share and will only be made when the Directors believe that such buy back will benefit the Company and its Shareholders.

FUNDING OF THE BUY BACK

Buying back of Shares will be funded entirely from funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of Hong Kong. It is presently proposed that any Shares bought under the Share Buy-back Mandate would be bought out of the capital paid up on the repurchased Shares, profits of the Company which would otherwise be available for distribution or the Company's share premium account.

IMPACT ON WORKING CAPITAL

There might be a material adverse impact on the working capital requirements or gearing levels of the Company (as compared with the position disclosed in its audited financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Buy-back Mandate is exercised in full. However, the

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APPENDIX I	EXPLANATORY STATEMENT

Directors do not propose to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make buy-back pursuant to the Share Buy-back Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong.

None of the Directors, to the best of their knowledge having made all reasonable enquiries, nor any of their respective close associates, having any present intention to sell any Shares to the Company or its subsidiaries in the event that the Share Buy-back Mandate is granted.

No core connected persons of the Company have notified the Company that he/she has a present intention to sell to the Company or its subsidiaries any of his/her Shares, or has undertaken not to do so, in the event that the Share Buy-back Mandate is granted.

TAKEOVERS CODE AND SHARE BUY BACKS

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

As at the Latest Practicable Date, Miao Yu is indirectly interested in an aggregate of 4,169,300,000 Shares, representing approximately 27.86% of the issued share capital of the Company. Miao Yu holds such 4,169,300,000 Shares through his wholly-owned company, Prospect Ace Limited. In the event that the Share Buy-back Mandate is exercised in full, the interest of Miao Yu in the issued share capital of the Company would be increased to approximately 30.96%. Miao Yu would be obliged to make a mandatory offer for all securities of the Company not already owned and/or owned by parties acting in concert with in accordance with Rule 26 of the Takeovers Code.

The Directors have no present intention to exercise the power to buy back Shares pursuant to the Share Buy-back Mandate to such extent that the aggregate amount of Shares in public hands would fall below the minimum requirement for public hands under the Listing Rules of 25%.

Save as aforesaid, the Directors are not aware of any consequences which will arise under the Takeovers Code as a consequence of any repurchase made pursuant to the Share Buy-back Mandate.

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APPENDIX I	EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

	Share prices (per Share)
	Highest	Lowest
	HK$	HK$
2020
April	0.069	0.053
May	0.066	0.051
June	0.06	0.041
July	0.06	0.04
August	0.09	0.042
September	0.05	0.04
October	0.052	0.041
November	0.082	0.039
December	0.103	0.049
2021
January	0.145	0.072
February	0.144	0.096
March	0.12	0.08
April (up to and including the Latest Practicable Date)	0.099	0.08

SHARE BUY-BACK MADE BY THE COMPANY

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

Pursuant to the Listing Rules, details of the Directors who will retire at the AGM according to the Articles of Association and will be proposed to be re-elected at the AGM are provided below:

MR. JIN YANBING

Mr. Jin Yanbing (靳延兵) (''Mr. Jin''), aged 42, was appointed as the Chairman of the board of Director and the Chief Executive Officer of the Company on 26 August 2019. Mr. Jin has been an executive Director and authorised representative of the Company since 13 April 2017. Mr. Jin joined the Group in March 2017 as the financial controller of a wholly-owned subsidiary of the Group. Mr. Jin has more than 18 years of operational management experience from his prior experience in operational management of large-scale enterprises. Mr. Jin also has experience in financial management, corporate financing, risk management and team management, and has participated in large-scale outbound merger and acquisition and has led the listing and privatisation of listed companies in Hong Kong. During the period from August 2002 till June 2003, Mr. Jin worked as a project manager in a local accounting firm in the PRC. From July 2003 till September 2004, Mr. Jin worked as an account manager in Lenovo Group Ltd. From September 2004 till January 2006, he worked as a business commissioner of the mobile communication division of Siemens Ltd., China. From January 2006 till September 2007, Mr. Jin worked as a business manager of the business management department of Flextronics China Electronics Co., Ltd. From October 2007 till March 2017, Mr. Jin worked in various positions in Aluminum Corporation of China (a key state-owned enterprise directly supervised by the central government) and its subsidiaries, including a project manager of the finance department, vice-manager of the finance department of the overseas arm and manager of the finance department, vice financial controller of the finance department and deputy director of the capital operations department. From March 2015 till May 2016, Mr. Jin acted as an executive director and chief financial officer of Chinalco Mining Corporation International, a company of which shares were previously listed on the Stock Exchange and privatised since 14 March 2017. Mr. Jin obtained an undergraduate degree and a master's degree in accounting from Nankai University in July 1999 and July 2002, respectively.

Mr. Jin entered into a service contract with the Company on 26 August 2019 with five years term and he will be subject to retirement and re-election and other related provisions in accordance with the Articles of Association and the Listing Rules. Mr. Jin is entitled to a director's fee of HK$240,000 per annum for his directorship in the Company and a salary of RMB264,000 per annum for his position as the Chief Executive Offer of the Company, which is determined by the Board with reference to his duties and responsibilities with the Company as well as the prevailing market conditions.

As at the Latest Practicable Date, Mr. Jin had beneficial interests in 21,670,000 share options granted under the share option scheme of the Company. Save as otherwise, Mr. Jin does not have any other interests in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Jin does not, nor did he in the past three years, hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas; (ii) he does not have any relationships with any directors or senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iii) he does not hold other positions in the Company or its subsidiaries.

Save as disclosed above, the Board is not aware of any information relating to Mr. Jin's re-election which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, or other matters that need to be brought to the attention of the Shareholders or the Stock Exchange.

MR. QIN HONGFU

Mr. Qin Hongfu (覃紅夫) (''Mr. Qin''), aged 43, was appointed as an executive Director of the Company on 4 June 2020, Mr. Qin was appointed as the chief financial officer of the Company on 9 September 2019. He was the chief financial officer of Beijing Hongzhi Huitong Industrial Co., Ltd.* (北京鴻智慧通實業有限公司) during the period from September 2016 to July 2019. Prior to that, Mr. Qin was the chief financial officer of Harbin Kechuang Xingye Investment Co., Ltd.* (哈爾濱科創興業投資有限公司) during the period from September 2004 to August 2016. From July 2000 to August 2004, Mr. Qin was an accountant of Hebei Yongzhengde Accounting Firm* (河北永正得會計師事務所). Mr. Qin was also a non- executive director as well as a member of the audit committee of the board of Harbin Bank Co., Ltd.* (哈爾濱銀行股份有限公司) (Stock Code: 6138), a company listed on the Stock Exchange during the period from May 2011 to August 2016.

Mr. Qin entered into a service contract with the Company on 4 June 2020, and the remuneration committee of the Board will make recommendations to the Board for Mr. Qin's remuneration, which will be determined by the Board. He is subject to retirement by rotation and re-election and other related provisions in accordance with the Articles of Association and the Listing Rules.

As at the Latest Practicable Date, Mr. Qin does not have any interests in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Qin does not, nor did he in the past three years, hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas; (ii) he does not have any relationships with any directors or senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iii) he does not hold other positions in the Company or its subsidiaries.

Save as disclosed above, the Board is not aware of any information relating to Mr. Qin's re-election which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, or other matters that need to be brought to the attention of the Shareholders or the Stock Exchange.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

MR. JIANG HENGWEN

Mr. Jiang Hengwen (蔣恆文) (''Mr. Jiang''), aged 52, was appointed as a non-executive Director of the Company on 26 August 2019. Mr. Jiang has extensive experience in overseas investment and finance and securities industries. Mr. Jiang served as the managing vice president of Hunan Youjin Business Consulting Co., Ltd.* (湖南省優金商務咨詢有限公司), the senior analyst of the fund department of RBC Global Asset Management Inc.* (加拿大皇家銀行全球資產管理公司)* and the manager of the investment department of Hunan Jinfan Investment (Group) Co., Ltd.* (湖南省金帆投資(集團)公司). Mr. Jiang obtained a bachelor's degree in international finance from the School of Banking and Finance, University of International Business and Economics* (對外經濟貿易大學中國金融學院) in the PRC and a master degree from John Molson School of Business in Canada.

Mr. Jiang entered into a letter of appointment with the Company on 26 August 2019 with no fixed period of service but he will be subject to retirement by rotation and re-election and other related provisions in accordance with the Articles of Association and the Listing Rules. Mr. Jiang is entitled to a director's fee of HK$240,000 per annum, which is determined by the Board with reference to his duties and responsibilities with the Company as well as the prevailing market conditions.

As at the Latest Practicable Date, Mr. Jiang does not have any interests in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Jiang does not, nor did he in the past three years, hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas; (ii) he does not have any relationships with any directors or senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iii) he does not hold other positions in the Company or its subsidiaries.

Save as disclosed above, the Board is not aware of any information relating to Mr. Jiang's re-election which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, or other matters that need to be brought to the attention of the Shareholders or the Stock Exchange.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

MR. LANG WANGKAI

Mr. Lang Wangkai (郎旺凱) (''Mr. Lang''), aged 56, has extensive experience in corporate management. He is the chairman of Beijing Zhengfengkai Environment Technology Development Co., Ltd.* (北京正豐凱環保技術開發有限公司). He was the president of MMD Asia Pacific Ltd.* (英邁特亞太有限公司), the general manager of Huatang Investment Co., Ltd.* (華堂投資公司) and the senior consultant of international cooperation projects for World Bank Group and Asian Development Bank.

Mr. Lang entered into a letter of appointment with the Company on 4 June 2020 with three years term and he will be subject to retirement by rotation and re-election and other related provisions in accordance with the Articles of Association and the Listing Rules. Mr. Lang is entitled to a director's fee of HK$240,000 per annum, which is determined by the Board with reference to his duties and responsibilities with the Company as well as the prevailing market conditions.

As at the Latest Practicable Date, Mr. Lang does not have any interests in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Lang does not, nor did he in the past three years, hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas; (ii) he does not have any relationships with any directors or senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iii) he does not hold other positions in the Company or its subsidiaries.

Save as disclosed above, the Board is not aware of any information relating to Mr. Lang's re-election which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, or other matters that need to be brought to the attention of the Shareholders or the Stock Exchange.

MR. XU XIANG

Mr. Xu Xiang (徐祥) (''Mr. Xu''), aged 29, was appointed as an independent non- executive Director of the Company on 1 March 2021. Mr. Xu obtained a bachelor's degree in accountancy in 2014 from the Inner Mongolia University of Finance and Economics in the PRC. Mr. Xu has extensive experience in financial management and investment. From 2018 to 2020, he worked as a financial consultant in Manpower Services (Hong Kong) Limited. He also worked as a finance manager in an information technology company in the PRC, from 2014 to 2017.

Mr. Xu entered into a letter of appointment with the Company on 1 March 2021 with three years term and he will be subject to retirement by rotation and re-election and other related provisions in accordance with the Articles of Association and the Listing Rules. Mr. Xu is entitled to a director's fee of HK$240,000 per annum, which is determined by the Board with reference to his duties and responsibilities with the Company as well as the prevailing market conditions.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

As at the Latest Practicable Date, Mr. Xu does not have any interests in any shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, (i) Mr. Xu does not, nor did she in the past three years, hold any directorships in any other public companies the securities of which are listed in Hong Kong or overseas; (ii) she does not have any relationships with any directors or senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iii) she does not hold other positions in the Company or its subsidiaries.

Save as disclosed above, the Board is not aware of any information relating to Mr. Xu's re-election which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, or other matters that need to be brought to the attention of the Shareholders or the Stock Exchange.

For identification purpose only

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