EcoGreen International : Proposals for General Mandates to Issue and to Repurchase Shares, Re-election of Retiring Directors and Notice of 2019 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in EcoGreen International Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or 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.

EcoGreen International Group Limited

中怡國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

www.ecogreen.com

(Stock Code: 2341)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF 2019 ANNUAL GENERAL MEETING

A notice convening the 2019 annual general meeting of EcoGreen International Group Limited to be held at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Tuesday, 18 June 2019 at 3:00 p.m. at which the above proposals will be considered, is set out on pages 20 to 24 of 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 instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, 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 the 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 meeting or any adjournment thereof should you so wish.

25 April 2019

	CONTENTS
		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	General mandates to issue shares and to repurchase shares . . . . . . . . . . . . . .	6
3.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
4.	AGM and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	Voting at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Closure of transfer books and register of members . . . . . . . . . . . . . . . . . . . .	9
7.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
8.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
9.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I	- Explanatory Statement on the Repurchase Mandate . . . . . . . . . .	11
Appendix II	- Particulars of Directors Proposed for Re-election . . . . . . . . . . . .	16
Notice of 2019 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		21

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at
	Regus Conference Centre, 35/F, Central Plaza, 18 Harbour
	Road, Wanchai, Hong Kong on Tuesday, 18 June 2019 at
	3:00 p.m., to consider and, if appropriate, to approve the
	resolutions contained in the notice of the meeting which is
	set out on pages 20 to 24 of this circular, or any
	adjournment thereof
"Articles"	the articles of association of the Company
"Board"	the board of Directors
"close associate(s)"	has the same meaning ascribed to it under the Listing Rules
"Company"	EcoGreen International Group Limited (中怡國際集團有
	限公司), a company incorporated in the Cayman Islands
	with limited liability, the Shares of which are listed on the
	Main Board of the Stock Exchange
"controlling shareholder(s)"	has the same meaning ascribed to it under the Listing Rules
	"core connected person(s)" has the same meaning ascribed
	to it under the Listing Rules "Director(s)" the director(s) of
	the Company
"core connected person(s)"	has the same meaning ascribed to it under the Listing Rules
"Directors(s)"	the director(s) of the Company
"Extension Mandate"	a general mandate proposed to be granted to the Directors
	to authorise the increase of the number of new Shares
	which may be allotted and issued under the Issue Mandate
	by an additional number representing such number of
	Shares actually repurchased under the Repurchase
	Mandate
"Final Dividend"	the final dividend of HK4.1 cents per Share for the year
	ended 31 December 2018 proposed to be approved by
	Shareholders at the AGM
"Group"	the Company and its subsidiaries

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	DEFINITIONS
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issue Mandate"	a general mandate proposed to be granted to the Directors
	to allot, issue or deal with additional Shares of not
	exceeding 20% of the total number of issued shares of the
	Company as at the date of passing of the proposed ordinary
	resolution contained in item 5 of the notice of the AGM as
	set out on pages 20 to 24 of this circular
"Latest Practicable Date"	18 April 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain
	information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Memorandum"	the memorandum of association of the Company
"Options"	the options granted under the Share Option Schemes
	adopted by the Company which entitle the holders thereof
	to subscribe for Shares in accordance with the terms of the
	Share Option Schemes
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors
	to repurchase Shares on the Stock Exchange of not
	exceeding 10% of the total number of issued shares of the
	Company as at the date of passing of the proposed ordinary
	resolution contained in item 6 of the notice of the AGM as
	set out on pages 20 to 24 of this circular
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong, as amended from time to time

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	DEFINITIONS
"Share(s)"	ordinary share(s) of HK$0.1 each in the issued capital of
	the Company or if there has been a subsequent
	sub-division, consolidation, reclassification or
	reconstruction of the share capital of the Company, shares
	forming part of the ordinary equity share capital of the
	Company
"Share Option Schemes"	the share option schemes of the Company adopted by
	ordinary resolutions of the Shareholders on 28 May 2014
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"	has the same meaning ascribed to it under the Listing Rules
"Takeovers Code"	The Code on Takeovers and Mergers and Share Buy-backs
"%"	per cent

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