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GREENTECH TECHNOLOGY INTERNATIONAL LIMITED

綠 科 科 技 國 際 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Greentech Technology International Limited (the ''Company'') will be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 27 August 2020 at 11:00 a.m. for the following purposes.

  1. To receive and consider the audited financial statements and the reports of the directors of the Company (the ''Directors'') and of the auditors of the Company for the year ended 31 December 2019;
  2. To re-elect:
    1. Mr. Hsu Jing-Sheng as executive Director and authorise the board of Directors to fix his remuneration;
    2. Mr. Li Dong as executive Director and authorise the board of Directors to fix his remuneration;
    3. Mr. Wang Chuanhu as executive Director and authorise the board of Directors to fix his remuneration;
    4. Mr. Sim Tze Jye as executive Director and authorise the board of Directors to fix his remuneration;

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    1. Datin Sri Lim Mooi Lang as independent non-executive Director and authorise the board of Directors to fix her remuneration;
    2. Mr. Kim Wooryang as independent non-executive Director and authorise the board of Directors to fix his remuneration;
    3. Ms. Peng Wenting as independent non-executive Director and authorise the board of Directors to fix her remuneration;
  1. To appoint Deloitte Touche Tohmatsu as the auditors of the Company and to authorise the board of Directors to fix their remuneration;
  2. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
    ''THAT
  1. subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (''Shares'') in the capital of the Company or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make, grant, sign or execute offers, agreements or options, deeds and other documents which carry rights to subscribe for or are convertible into Shares which would or might require the exercise of such powers, subject to and in accordance with all applicable laws of the Cayman Islands and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (''Stock Exchange'') or any other stock exchange as amended from time to time, be and it is hereby generally and unconditionally approved;
  2. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make, grant, sign or execute offers, agreements or options, deeds and other documents which carry rights to subscribe for or are convertible into Shares which would or might require the exercise of such powers after the end of the Relevant Period;
  3. 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 paragraph (a) of this resolution, otherwise than pursuant to:
    1. a Rights Issue (as defined below); or
    2. the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or

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  1. any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company in force from time to time; or
  2. an exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares; or
  3. a specific authority granted by the shareholders of the Company,

shall not exceed 20 per cent. of the number of Shares in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

  1. subject to the passing of this resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
  2. for the purpose of this resolution:
    ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or the applicable laws of the Cayman Islands to be held; or
    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; and

''Rights Issue'' means the allotment, issue or grant of Shares pursuant to an offer of shares open for a period fixed by the Directors to the holders of Shares 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 as at that date (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).''

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

''THAT

  1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase Shares in the capital of the Company on Stock Exchange or on any other exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and Stock Exchange for this purpose (''Recognised Stock Exchange''), subject to and in accordance with the applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other Recognised Stock Exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;
  2. the aggregate number of Shares which may be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the number of shares of the Company in issue as at the date of passing of this resolution and the approval pursuant to paragraph (a) of this resolution be limited accordingly;
  3. subject to the passing of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and
  4. for the purpose of this resolution, ''Relevant Period'' means the period from the date of passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or the applicable laws of the Cayman Islands to be held; or
    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.''

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

''THAT subject to the passing of the resolutions numbered 4 and 5 as set out in the notice (the ''Notice'') convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares in the capital of the Company pursuant to the resolution numbered 4 as set out in the Notice be and the same is hereby extended by the addition thereto of an amount of the shares representing the amount of the Shares repurchased by the Company under the authority granted pursuant to the resolution numbered 5 as set out in the Notice provided that such amount shall not exceed 10 per cent. of the number of shares of the Company in issue as at the date of passing of this resolution.''

By Order of the board of Directors of

Greentech Technology International Limited

Tan Sri Dato' Koo Yuen Kim

P.S.M., D.P.T.J. J.P

Chairman

Hong Kong, 29 July 2020

As at the date of this notice, the board of Directors comprises the following:

Executive Directors:

Registered Office:

Tan Sri Dato' Koo Yuen Kim P.S.M., D.P.T.J. J.P

Cricket Square

(Mr. Hsu Jing-Sheng as his alternate) (Chairman)

Hutchins Drive

Ms. Xie Yue (Co-Chief Executive Officer)

P.O. Box 2681

Mr. Hsu Jing-Sheng(Co-Chief Executive Officer)

Grand Cayman

Mr. Li Dong

KY1-1111

Mr. Wang Chuanhu

Cayman Islands

Mr. Sim Tze Jye

Principal place of business

Independent Non-executive Directors:

in Hong Kong:

Datin Sri Lim Mooi Lang

Suite No. 1B on 9/F, Tower 1

Mr. Kim Wooryang

China Hong Kong City

Ms. Peng Wenting

33 Canton Road

Tsim Sha Tsui, Kowloon

Hong Kong

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Notes:

  1. A member of the Company entitled to attend and vote at the aforesaid meeting is entitled to appoint one or (if holding two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
  2. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
  3. To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority must be deposited with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 48 hours before the time appointed for holding of the AGM (i.e. 11:00 a.m. on Tuesday, 25 August 2020) or any adjournment thereof.
  4. Pursuant to the articles of association of the Company, the Chairman of the meeting will demand a poll on the resolution(s) set out in this notice put to the vote at the meeting.
  5. For the purpose of determining the entitlement of the members to attend and vote at the annual general meeting, the register of members of the Company will be closed from Monday, 24 August 2020 to Thursday, 27 August 2020, both days inclusive, during which period no transfer of Shares of the Company will be registered. Members whose names appear on the register of members of the Company on Thursday, 27 August 2020 will be entitled to attend and vote at the annual general meeting. All transfers of Shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4:30 p.m. on Friday, 21 August 2020.
  6. If Typhoon Signal No. 8 or above, or ''extreme conditions'' caused by super typhoons or a ''black'' rainstorm warning is in effect any time after 8:00 a.m. on the date of the annual general meeting of the Company, the annual general meeting of the Company will be postponed or adjourned. Members may visit the website of the Company at http:// www.green-technology.com.hk for details of the rescheduled meeting.

As at the date of this announcement, the board of directors of the Company comprises six executive directors, namely, Tan Sri Dato' KOO Yuen Kim P.S.M., D.P.T.J. J.P (Mr. HSU Jing-Sheng as his alternate), Ms. XIE Yue, Mr. HSU Jing-Sheng, Mr. LI Dong, Mr. WANG Chuanhu and Mr. SIM Tze Jye; and three independent non-executive directors, namely, Datin Sri LIM Mooi Lang, Mr. KIM Wooryang and Ms. PENG Wenting.

Website: http://www.green-technology.com.hk

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L’sea Resources International Holdings Limited published this content on 29 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2020 22:30:02 UTC